Date posted: April 30, 2020
This Pilot Tax Services Agreement is between Pilot Tax LLC, Pilot Tax Services LLC and its affiliates (“Pilot”, “we”, “our”) 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 executed by you and Pilot (the “Order Form”) together with this Pilot Tax Services Agreement is referred to herein as the “Agreement”. The Effective Date of this Agreement is the date that the Order Form has been signed by both you and Pilot. 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 Pilot Tax Services Agreement.
Thank you for selecting Pilot to assist the Company with tax services. The purpose of this Agreement is to confirm the terms of our engagement and the services we will provide. Please note that Pilot may perform any or all of its obligations hereunder through engagement of a third-party certified public accountant or a third-party R&D tax services provider (each, a “Service Provider”). In such event, Pilot will remain liable to you for any nonperformance of this Agreement by Pilot caused by an act or omission of the applicable Service Provider.
You hereby consent to the transfer to the applicable Service Provider of all information relating to the Company that is necessary or desirable for the performance by the Service Provider of Pilot’s obligations hereunder. Pilot shall have in place with the applicable Service Provider at all relevant times a written agreement obligating the applicable Service Provider to comply with confidentiality obligations protective of all such information substantially similar to those contained in this Agreement.
Tax Preparation Services
If you purchase our tax preparation services (as reflected on your Order Form), we expect to perform the following services (the “Tax Preparation Services”):
Except as specifically provided, this engagement and the Tax Preparation Services do not include any returns other than income tax returns (including without limitation sales or use tax returns) and do not extend to determining the Company’s filing requirements or nexus in any particular taxing jurisdiction. We may be able to assist you in the preparation of these filings, if you request. This request must be in writing by the Company, and accepted in writing by us, and will then be deemed added to the Order Form and be subject to this Agreement. Please note there are substantial governmental penalties and personal liability for noncompliance.
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 will 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 Tax Preparation Services, you agree to honor our reasonable directions and those of the Service Provider regarding disclosure of return positions to avoid or mitigate penalties.
We will advise you if we are advised by the Service Provider that you should file an income or franchise tax return in any other jurisdiction, including foreign jurisdictions, but we will not prepare any such tax return without your written approval. You must inform us of any new or expanded activities that could trigger filing requirements in additional state(s) or country(ies), such as the acquisition of property or the hiring of employees or use of independent contractors in a new state or country. Activities of a partnership, LLC, trust or other pass-through entity in which you are an owner or beneficiary may also trigger additional state and/or foreign tax filings, so you must inform us if you have acquired an interest in a new pass-through entity over the past year. We will not file any Commerce Department reports or surveys for the Company.
Management is responsible for ensuring proper recording of transactions in the accounts, safeguarding assets, and for the substantial accuracy of the financial records. Because you have final responsibility for the tax returns, you should review them carefully before you sign and file them. Your returns may be audited by the taxing authorities. Any proposed adjustments may be subject to appeal.
Because of the special purpose, nature and format, income tax returns do not constitute financial statements prepared in accordance with generally accepted accounting principles. The tax returns should be used only for income tax purposes and must not be used as a substitute for financial statements.
US citizens and residents and certain nonresidents who have a financial interest in or signature or other authority over any “financial accounts” in a foreign country are required to make a separate filing if the aggregate value of these accounts exceeds $10,000 at any time during the year. Filing requirements also apply to those with direct or indirect control over a foreign or domestic entity with foreign financial accounts, even if the taxpayer does not have foreign financial accounts of its own. We are able to assist you in the preparation of these foreign filings, if you request. This request must be in writing by the Company, and accepted in writing by us, and will then be subject to the terms and conditions of this letter. Please note there are substantial IRS and other governmental penalties for noncompliance.
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”):
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 will 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 substantial accuracy of the financial 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 such 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 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 original due date of the applicable return. 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.
Our fees for these services are as set forth in the Order Form.
Tax Preparation Services
With respect to Tax Preparation Services, our services includes filing the following tax returns for the Company:
If you notify us in writing that there are additional state income tax returns, foreign shareholders owning greater than 25%, foreign financial accounts, or changes in accounting methods, additional fees will apply.
R&D Credit Services
With respect to R&D Credit Services, we will require an initial payment as set forth in the Order Form. This initial payment is generally non-refundable; however, we will provide a partial or full (as detailed below) refund of your initial payment in the following circumstances:
There is, however, no guarantee that the taxing authorities will accept such 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.
Pilot collects payments for the Tax Preparation Services and R&D Credit Services automatically via ACH. Fees are exclusive of taxes, which you are responsible for, if applicable. You hereby authorize Pilot.com, Inc. (“Pilot”) or its payment processor to initiate entries to your business bank checking account on file with Pilot (using your business address on file) in order to pay amounts that you owe to Pilot, 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 Pilot in writing to cancel it in such time as to afford Pilot and the bank reasonable opportunity to act on it. Pilot may immediately suspend provision of the Tax Preparation Services and/or R&D Credit Services if your account is past due. Except to the extent expressly set forth herein, all payments are non-refundable and non-creditable.
You retain the right to terminate the Tax Preparation Services or R&D Credit Services upon written notice to us at any time, 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.
THE CUMULATIVE LIABILITY OF PILOT AND EACH SERVICE PROVIDER 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 SERVICES AND OUR WORK PRODUCTS GIVING RISE TO LIABILITY. PILOT 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 PILOT OR THE SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF PILOT WITH RESPECT TO THE TAX PREPARATION SERVICES AND/OR THE R&D CREDIT SERVICES, AS APPLICABLE.
The Company agrees to indemnify and hold harmless Pilot, each Service Provider and each of their officers, directors, employees and agents for any liabilities, damages, expenses (including reasonable attorney’s fees and costs), costs and/or losses incurred in connection with 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 Pilot is not a party, the Company shall indemnify and hold harmless Pilot, each Service Provider and each of their officers, directors, employees 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.
The Company and Pilot, 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 Pilot 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. You agree that any action arising out of or relating to this Agreement or the Service shall be filed only in the state or federal courts located in the Northern District of California, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
This Agreement incorporates by reference the Non-Disclosure Agreement provided to you at https://www.pilot.com/terms/nda. At your request, Pilot will execute an additional copy of the Non-Disclosure Agreement for your records.
This Agreement incorporates by reference the Pilot Privacy Statement provided to you at https://www.pilot.com/terms/privacy.
This Agreement incorporates by reference Sections 6, 8, 10, 11, and 12 of the Pilot Subscription Agreement provided to you at https://pilot.com/terms.
This Agreement constitutes the entire agreement between you and Pilot 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. Pilot may freely assign this Agreement, or its rights or obligations under it, in whole or in part.