Tax Pro LLC Terms of Service

1. Agreement & Acceptance

These Terms of Service (“Agreement”) govern all services provided by Tax Pro LLC (“Tax Pro,” “we,” “us,” or “our”) to the subscribing entity (“Client,” “you,” or “your”). By executing a Service Order, submitting payment, or otherwise engaging Tax Pro’s services, Client agrees to be bound by the terms and conditions set forth in this Agreement.

In the event of any conflict between these Terms of Service and a signed Service Order or Statement of Work, the Service Order or Statement of Work shall control.

2. Term & Renewal

This Agreement shall commence on the effective date specified in the applicable Service Order and shall continue on a month-to-month basis unless a specific term is stated in the Service Order. Either party may terminate this Agreement in accordance with Section 12 below.

3. Services

Tax Pro LLC provides outsourced payroll tax compliance and operations services, which may include but are not limited to: payroll tax filings, tax deposit and remittance management, jurisdiction registrations, tax notice resolution, MasterTax management, reconciliation, rate updates, ACA reporting support, and related consulting (“Services”). The specific scope of Services for each Client shall be defined in the applicable Service Order or Statement of Work.

Services are limited to the selected scope and inclusions outlined in the applicable Service Order. Any work requested outside of the defined scope will be billed at the applicable hourly rate, subject to Client approval.

Tax Pro LLC is not responsible for proactively monitoring changes in tax law or alerting Client to new jurisdiction requirements unless such monitoring is explicitly included as a deliverable in the applicable Service Order.

4. Fees & Payment

4.1 Billing

Fees will be billed monthly in arrears for Services performed during the prior billing period, unless otherwise specified in the applicable Service Order.

4.2 Payment Terms

Invoices are due and payable within fifteen (15) days of the invoice date. All fees are quoted and payable in U.S. dollars.

4.3 Late Payment

If payment is not received within fifteen (15) days of the invoice date, Tax Pro LLC reserves the right to: (a) assess a late fee of 1.5% per month (or the maximum rate permitted by law, whichever is less) on the outstanding balance; and (b) suspend Services upon ten (10) days’ written notice until all outstanding amounts are paid in full.

4.4 Fee Adjustments

Tax Pro LLC reserves the right to adjust fees upon thirty (30) days’ written notice. Continued use of Services after a fee adjustment constitutes acceptance of the revised fees.

4.5 Taxes

Client is responsible for all applicable taxes, duties, and governmental charges related to the Services, excluding taxes based on Tax Pro LLC’s net income.

5. Client Responsibilities

Client agrees to:

• Provide accurate, complete, and timely payroll data, tax documents, and related information necessary for Tax Pro LLC to perform the Services. Unless otherwise specified in a Service Order, Client must provide all required payroll data no later than three (3) business days before the applicable tax due date. Tax Pro LLC shall not be liable for late filings or penalties resulting from data submitted after this deadline.
• Maintain and provide Tax Pro LLC with appropriate access to payroll systems, tax software, and applicable agency portals.
• Remain solely responsible for payroll approval, funding, and the accuracy of underlying payroll data.
• Promptly notify Tax Pro LLC of any changes in business operations that may affect tax obligations, including but not limited to new state registrations, entity changes, mergers, acquisitions, or changes in employee headcount or work locations.
• Designate a primary point of contact authorized to approve scope changes, provide approvals, and make decisions on behalf of Client.
• Respond to Tax Pro LLC inquiries and requests for information within a reasonable timeframe. Delays in Client responses may result in delayed filings or missed deadlines for which Tax Pro LLC shall not be held liable.

6. Service Commitments

Tax Pro LLC will use commercially reasonable efforts to meet the response times and service standards communicated in the applicable Service Order. If no service level standards are specified in a Service Order, Tax Pro LLC shall use reasonable efforts to respond to Client inquiries within two (2) business days. Service commitments are contingent upon Client’s timely fulfillment of its obligations under Section 5.

7. Confidentiality

7.1 Definition

“Confidential Information” means any non-public information disclosed by either party to the other in connection with this Agreement, including but not limited to business plans, financial data, employee records, payroll data, tax information, client lists, trade secrets, and proprietary technology.

7.2 Obligations

Each party agrees to: (a) hold the other party’s Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as required to perform the Services or as required by law; and (c) use Confidential Information only for the purposes of this Agreement.

7.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of Confidential Information; or (d) is disclosed pursuant to a valid court order or legal requirement, provided the receiving party gives prompt notice to the disclosing party where legally permitted.

7.4 Survival

Confidentiality obligations shall survive termination of this Agreement for a period of three (3) years.

8. Data Handling & Security

8.1 Data Ownership

All Client data, including payroll records, tax filings, employee information, and related documents, remains the exclusive property of Client at all times.

8.2 Data Use

Tax Pro LLC shall use Client data solely for the purpose of performing the Services and shall not sell, share, or otherwise disclose Client data to third parties except as necessary to perform the Services or as required by law.

8.3 Data Security

Tax Pro LLC shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Client data against unauthorized access, disclosure, alteration, or destruction.

8.4 Data Breach Notification

In the event Tax Pro LLC discovers or reasonably suspects that Client data has been subject to unauthorized access, disclosure, or acquisition, Tax Pro LLC shall notify Client in writing within seventy-two (72) hours of discovery, to the extent permitted by law. Such notice shall include, to the extent then known: (a) a description of the nature of the incident; (b) the categories and approximate volume of data affected; (c) the likely consequences of the breach; and (d) the measures Tax Pro LLC has taken or proposes to take to address the breach. Tax Pro LLC shall cooperate with Client in investigating and mitigating the breach and shall comply with all applicable data breach notification laws.

8.5 Data Return & Deletion

Upon termination of this Agreement, Tax Pro LLC shall, at Client’s request, return or securely destroy all Client data in its possession within sixty (60) days, except as required to be retained by law or regulation. Tax Pro LLC may retain copies of work product and filings for its own records.

9. No Legal or Tax Advice

Tax Pro LLC provides payroll tax filing, compliance, and operational services. Tax Pro LLC does not provide legal advice, accounting advice, or tax planning advice. Client acknowledges that Tax Pro LLC’s Services are administrative and operational in nature and that Client remains solely responsible for all business decisions, tax positions, and legal or regulatory outcomes. Client should consult with qualified legal and tax professionals for advice on tax strategy, legal compliance, and regulatory matters.

10. Intellectual Property

10.1 Tax Pro LLC IP

All tools, processes, methodologies, templates, workflows, software, and know-how developed or used by Tax Pro LLC in providing the Services (“Tax Pro LLC IP”) are and shall remain the exclusive property of Tax Pro LLC. Nothing in this Agreement grants Client any ownership rights in Tax Pro LLC IP.

10.2 Work Product

Deliverables produced specifically for Client (such as completed filings, reconciliation reports, and compliance documentation) are the property of Client upon payment of all applicable fees.

11. Limitation of Liability

11.1 Cap

Tax Pro LLC’s total aggregate liability arising out of or relating to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total fees paid by Client to Tax Pro LLC during the three (3) months immediately preceding the event giving rise to the claim.

11.2 Exclusion of Consequential Damages

In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, lost revenue, or loss of business opportunity, regardless of whether such damages were foreseeable or whether either party was advised of the possibility of such damages.

11.3 Client-Caused Issues

Tax Pro LLC shall not be liable for penalties, interest, or other adverse outcomes resulting from: (a) inaccurate, incomplete, or late information provided by Client; (b) Client’s failure to fund payroll or tax obligations; (c) Client’s failure to provide required system access; or (d) Client’s failure to respond to requests for information or approval within the timeframes specified by Tax Pro LLC.

11.4 Responsibility for Tax Pro LLC-Caused Penalties and Interest

Notwithstanding the limitations set forth in Section 11.1, Tax Pro LLC shall be solely responsible for, and shall reimburse Client for, any and all penalties and interest directly and demonstrably caused by Tax Pro LLC’s error, omission, or failure to perform the Services in accordance with this Agreement during the active contract term. Tax Pro LLC’s responsibility under this section is contingent upon: (a) the error being attributable solely to Tax Pro LLC and not to inaccurate, incomplete, or untimely information provided by Client; (b) Client providing written notice of the penalty or interest assessment to Tax Pro LLC within thirty (30) days of Client’s receipt of such assessment; and (c) Tax Pro LLC being given a reasonable opportunity to dispute or abate the penalty or interest with the applicable taxing authority prior to Client’s payment thereof. Tax Pro LLC’s liability under this section shall not include penalties or interest arising from Services performed outside the active contract term, shall not exceed the actual penalty and interest amounts assessed, and shall not include any indirect, consequential, or punitive damages.

12. Termination

12.1 Termination for Convenience

Either party may terminate this Agreement for any reason upon sixty (60) days’ written notice to the other party.

12.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to conduct business in the normal course.

12.3 Effect of Termination

Upon termination: (a) all fees incurred through the effective termination date shall remain due and payable; (b) Tax Pro LLC shall complete any filings or compliance activities in progress for the current period, subject to payment; and (c) Tax Pro LLC shall cooperate reasonably with Client or Client’s successor provider to ensure an orderly transition of Services, provided Client is current on all payments.

12.4 Transition Assistance

If requested, Tax Pro LLC will provide reasonable transition assistance for a period of up to thirty (30) days following the effective termination date, billed at Tax Pro LLC’s then-current hourly rate.

13. Indemnification

13.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Tax Pro LLC and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of this Agreement; (b) Client’s negligence or willful misconduct; or (c) inaccurate or incomplete information provided by Client.

13.2 Tax Pro LLC Indemnification

Tax Pro LLC agrees to indemnify, defend, and hold harmless Client from and against any third-party claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising out of Tax Pro LLC’s gross negligence or willful misconduct in performing the Services.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, internet or utility outages, cyberattacks, or failures of third-party systems or agencies. The affected party shall notify the other party promptly and use commercially reasonable efforts to resume performance.

15. Dispute Resolution

15.1 Informal Resolution

The parties agree to attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal negotiation for a period of thirty (30) days before initiating formal proceedings.

15.2 Mediation

If informal negotiation is unsuccessful, either party may submit the dispute to mediation administered by a mutually agreed-upon mediator. The costs of mediation shall be shared equally.

15.3 Litigation

If mediation is unsuccessful or waived by mutual agreement, either party may pursue litigation in accordance with Section 16.

16. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-law principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and the parties hereby consent to personal jurisdiction and venue therein.

17. Subcontracting

Tax Pro LLC may engage third-party subcontractors or vendors to assist in performing the Services. Tax Pro LLC shall ensure that all subcontractors are bound by confidentiality and data handling obligations no less protective than those set forth in Sections 7 and 8 of this Agreement. Tax Pro LLC remains solely responsible for the performance of any subcontractors engaged in connection with the Services. Tax Pro LLC shall not subcontract the primary performance of the Services to a third party without prior written notice to Client.

18. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when: (a) sent by email with confirmation of receipt; or (b) sent by certified mail, return receipt requested. Notices shall be sent to the addresses specified in the applicable Service Order, or to such other address as either party may designate in writing.

19. General Provisions

19.1 Entire Agreement

This Agreement, together with any applicable Service Orders and Statements of Work, constitutes the entire agreement between the parties and supersedes all prior proposals, discussions, representations, or agreements, whether written or oral.

19.2 Amendments

This Agreement may be amended only by written agreement signed by authorized representatives of both parties, or by Tax Pro LLC posting updated terms to its website with thirty (30) days’ notice.

19.3 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19.4 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

19.5 Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except in connection with a merger, acquisition, or sale of substantially all of its assets.

19.6 Independent Contractor

Tax Pro LLC is an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, or joint venture relationship between the parties.

19.7 Survival

The following sections shall survive termination of this Agreement: Fees & Payment (Section 4, for outstanding amounts), Confidentiality (Section 7), Data Handling (Section 8), No Legal or Tax Advice (Section 9), Intellectual Property (Section 10), Limitation of Liability (Section 11), Indemnification (Section 13), and General Provisions (Section 19).