This Terms of Service Agreement (“Agreement”) is entered into as of the date you (“Client”) sign the Engagement Agreement or otherwise engage Peshke Financial Inc. (“Peshke Financial”) for Services.
1. Definitions 1.1. “Authorized User” means any natural person or entity, through a representative, authorized by Client to access or use Peshke Financial’s Services on behalf of Client.
1.2. “Data” means all Client information transferred to Peshke Financial, whether in written, electronic, or other forms.
1.3. “Engagement Agreement” means the completed agreement between Peshke Financial and Client titled “Engagement Agreement.”
1.4. “IRS” means the Internal Revenue Service of the United States of America.
1.5. “File Storage” means Peshke Financial’s client file storage & sharing options available through Peshke Financial website.
1.6. “Service” means the services Peshke Financial has agreed to provide to Client in the Engagement Agreement and any other services the Client requests from Peshke Financial and Peshke Financial agrees in writing to provide.
2. Terms 2.1. Term & Timing of Engagement. This Agreement is entered into as of the date you sign your Engagement Agreement. We expect to begin the preparation of your returns upon receipt of your Tax Checklist & executed Engagement Agreement (emailed to you in January), along with other supporting tax forms & data. If your return is electronically filed, our services will conclude upon the earlier of the filing and acceptance of your 2023 tax returns by the appropriate tax authorities, or one year from the execution date of this Agreement. If your return is filed by mail, our services will conclude upon the earlier of delivery to you of your 2023 tax returns for your review and filing with the appropriate tax authorities, or one year from the execution date of this Agreement.
2.2. Termination. Either party may terminate this Agreement via written notice.
3. Client’s representations and warranties 3.1. Peshke Financial is limited in who it can provide services to. To obtain Peshke Financial’s services, Client represents and warrants that:
3.1.1. Client and individual, as well as business interests, ares entirely located in the United States of America.
3.1.2. Client has the authority to enter into this Agreement on his/her own behalf or on behalf of any natural person or legal entity for whose benefit the Services are requested; and
3.1.3. Client has fully read and understood this Agreement and has sought the advice of counsel or decided after careful consideration to forgo retaining counsel.
4. Billing and payment 4.1. Fees & Invoicing. Peshke Financial’s fees are not contingent on any result. You will be billed a Flat Fee based on the forms, schedules, and work involved with your tax return, as determined by our internal fee schedules. Fees received are earned and non-refundable once tax returns are filed. If payment is not received, your tax returns will not be filed by our office and use of draft returns we prepare and provide to you is strictly prohibited.
4.2. Non-payment. Peshke Financial retains the right to suspend or terminate its Services immediately due to Client’s nonpayment of any fees. If Services are terminated or suspended, Client will bear all responsibility for failure to meet any deadlines, including (without limitation) all penalties, interest, damages, or losses incurred by Client or Peshke Financial.
5. Client’s obligations 5.1. Client information. Client warrants that information provided to Peshke Financial will be accurate, up-to-date and complete. Client will update the information on an ongoing basis to maintain its accuracy. Client understands that Peshke Financial relies on receiving accurate information from Client and Peshke Financial does not do independent verification of said information.
5.2. Prohibited use. Client will not use Peshke Financial’s Services for any unlawful purpose, including (without limitation) violating any laws or regulations, breaching any contract, or in violation of this Agreement.
5.3. Client file storage & sharing. Peshke Financial uses Dropbox to allow your provision of documents in a protected environment. By utilizing Dropbox, you agree to Dropbox’s terms, conditions and limitations. Peshke Financial is not a host for any of Client’s information. Client is responsible for maintaining Client’s own copy of this information. We do not provide back-up services for any of Client’s data or records, including information Peshke Financial provides to Client. File storage & sharing is utilized solely as a method of transferring data securely. Information in Dropbox may be deleted by Peshke Financial at any time, with or without notice to Client. If Client decides to transmit Client’s confidential information to Peshke Financial in a manner other than Dropbox, Client accepts responsibility for any and all unauthorized access to Client’s confidential information. If Client requests that Peshke Financial transmit confidential information to Client in a manner other than its standard practice of secured password-protected Adobe PDF’s, Client agrees that Peshke Financial is not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of sending confidential information in a manner other than Dropbox, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message. You agree that we have no responsibility for the activities of Dropbox and Adobe and agree to indemnify and hold us harmless with respect to any and all claims arising from your misuse of Dropbox and Adobe.
5.4 . Proprietary Information. Client acknowledges that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services Peshke Financial performs and were developed prior to Peshke Financial’s association with Client. Any new forms, software, documents or intellectual property Peshke Financial develops during this engagement for Client’s use shall belong to Peshke Financial, and Client shall have the limited right to use them solely within Client’s business. All reports, templates, manuals, forms, checklists, worksheets, questionnaires, letters, agreements and other documents which Peshke Financial might make available to Client are confidential and proprietary to Peshke Financial. Neither Client, nor any of Client’s agents, will copy, electronically store, reproduce or make available to anyone other than Client’s personnel, any such documents. This provision will apply to all materials whether in digital, “hard copy” format, or other medium.
6. Peshke Financial’s obligations 6.1. Conflict of interest. Peshke Financial reserves the right to act for other clients whose interests may conflict with Client’s interests. If Peshke Financial learns of a conflict of interest, Peshke Financial will inform Client. If the adoption of ethical screens or other suitable safeguards will address the conflict, then Peshke Financial will adopt those reasonable safeguards. When possible, this action will be done on the basis of Client’s informed consent.
6.2. Third-party service providers or subcontractors. We may use a third-party service provider to assist us where necessary to help provide professional services to you or support the needs of our firm. This may include provision of your confidential information to the third-party service provider. We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm's customary quality control procedures. By accepting the terms of our engagement, you consent to the disclosure of your confidential information to third-party service providers, if such disclosure is necessary to deliver professional services to you or provide support services to our firm. In certain circumstances, we may require a separate written consent from you before your information is transmitted to a third party.
7. Confidentiality 7.1. Confidentiality of advice. Client will maintain any advice or opinion provided by Peshke Financial in the strictest confidence. Client understands that such information is confidential, whether or not it is marked as confidential upon receipt.
7.2. Confidentiality of Client’s information. In providing services to you, we may require information that is considered confidential and may include non-public personally identifiable information (NPPI), i.e. information that can be used to distinguish or trace an individual’s’ identity such as address, bank account and social security information. We treat all client information, including NPPI, as confidential and have a duty to do so based on applicable laws and regulations. You agree to only provide us with information, including NPPI, that is necessary for us to provide services to you in accordance with the Agreement.
8. Records Management 8.1. Record retention and ownership. Peshke Financial does not accept original forms and documents in physical form; only electronically and digitally. Therefore, Peshke Financial will not return any original forms or documents Client provides on or before the conclusion of the engagement. Peshke Financial’s copies of Client’s records and documents are solely for Peshke Financial’s documentation purposes and are not a substitute for Client’s own records. Client is responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to Client by Peshke Financial. Professional standards preclude Peshke Financial from being the sole repository of Client’s original data, records, or information.
8.1.1. Workpapers and other documents created by Peshke Financial are Peshke Financial’s property and will remain in Peshke Financial’s control. Peshke Financial’s workpapers will be maintained in accordance with Peshke Financial’s record retention policy and any applicable legal and regulatory requirements. A copy of Peshke Financial’s Data Security Plan, formally name "Written Information Security Plan (WISP)", is available upon request.
8.1.2 Peshke Financial retains records for a minimum of three (3) years and reserves the right to eliminate records after that time period. Catastrophic events or physical deterioration may result in damage to or destruction of Peshke Financial’s records, causing the records to be unavailable before the expiration of the retention period, as stated in the record retention policy.
8.2. Working paper access requests by regulators and others. State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization, or the sale of our accounting practice. If requested, access to such workpapers will be provided under the supervision of firm personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies. If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request. If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.
8.3. Summons or subpoenas. All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis. If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request. If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.
9. Liability and indemnification 9.1. Losses. Peshke Financial is not responsible for any losses, penalties, fees, surcharges, interest, or additional tax liabilities that Client causes any other person, for Client’s failure to provide information, for providing Peshke Financial with incomplete, misleading, or false information, or if due to a failure to act on Peshke Financial’s advice.
9.2. Referrals. In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.
9.3. Force Majeure. Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.
9.4. Indemnity. Client agrees to indemnify and hold Peshke Financial, its officers, directors, shareholders, employees, and agents harmless from and against any actions, claims, demands, losses, liabilities, costs, damages, and expenses (including reasonable attorney's fees), arising out of, or related directly or indirectly to: (i) this Agreement or the Services; (ii) Client’s breach or violation of the Agreement; (iii) Client’s unauthorized disclosure of Peshke Financial’s advice and opinions; or (iv) Client’s violation of the rights of any third party.
9.5. Limitation of aggregate liability. To the extent permitted by law, Client acknowledges and agrees that:
9.5.1. Peshke Financial won’t be liable for any consequential indirect, punitive, or special damages incurred by Client and related to this Agreement or Services.
9.5.2. In no instance will Peshke Financial be liable for any losses or damages Client suffers if Client’s use of Services violated this Agreement, the terms of use of Dropbox or Adobe, was unlawful in any way, or was an act or omission by Client that did not follow the advice of Peshke Financial.
9.5.3. Peshke Financial complies with CTEC (wwee.CTEC.org) tax preparer bond requirements by holding Bond # CA 725903 with Merchants Bonding Company. Tax Returns are prepared and signed by Chad Peshke of Peshke Financial (27201 Puerta Real, Ste 300, Mission Viejo, CA 92691).
10. Additional terms for tax services 10.1. Tax returns. Peshke Financial will only prepare tax returns expressly identified in the Engagement Agreement. Any other tax returns will be prepared only if Client makes a written request and Peshke Financial provides written consent to prepare them.
10.2. Married filings. Any tax returns prepared and filed for married couples using the “married filing jointly” filing status belong to both spouses and both spouses are deemed to be clients of Peshke Financial bound by this Agreement. Both spouses acknowledge that:
10.2.1. There is no right to privacy or confidentiality among the spouses concerning Peshke Financial’s Services; and
10.2.2. Peshke Financial may share with either spouse documents and information that relate to the preparation or filing of the tax returns without notice or consent from the other spouse.
10.3. Legal obligations. The IRS imposes penalties upon taxpayers and preparers for failure to observe due care in reporting for income tax returns. Along with the provisions in this Agreement above requiring that Client produce complete and accurate information, Client further agrees that:
10.3.1. Peshke Financial prepares tax returns exclusively from information furnished by Client and does not audit or otherwise verify the information Client provides. Client is responsible for providing all information necessary for the preparation of complete and accurate returns and supported by records as required by law. Peshke Financial’s preparation of tax returns includes no procedure designed or intended to discover defalcation or other irregularities, should any exist;
10.3.2. Client will not provide Peshke Financial with original documents. Any document provided to Peshke Financial is presumed to be a copy and subject to destruction when Peshke Financial no longer needs the document or information to prepare the tax return. Client is responsible for keeping originals and backup copies as proof of documentation for information provided in the tax returns;
10.3.3. Client has final responsibility for the tax return and will review them before signing. Client will not sign unless all information is accurate and Client agrees to make the representation to the governmental agency. Client will seek clarification for any information unclear to Client before signing the tax return. Client agrees that amendment or corrections to completed and filed tax returns falls outside the scope of Services and will be invoiced as a separate service;
10.3.4. Client agrees to review and sign a completed Form 8879, IRS e-file Signature Authorization, and any similar state and local equivalent authorization forms before Peshke Financial will electronically file Client’s returns. For joint returns, both spouses must sign the e-file authorization in order to ensure its validity. Peshke Financial shall not be liable for any penalties or interest resulting from Client’s failure to timely sign and return Form 8879 or state equivalents. Peshke Financial will not file an automatic extension on Client’s behalf if Client fails to timely sign and return Form 8879 or state equivalents; and
10.3.5. If a penalty is imposed against Peshke Financial because Client provided incorrect or incomplete information, or failed to provide information, then Client will reimburse Peshke Financial for all costs and expenses associated with the penalty, including any reasonable attorneys fees and costs incurred in responding to the IRS.
10.4. Client representation. Unless expressly agreed to in the Agreement, Peshke Financial’s services do not include representing Client before the IRS or any other governmental authority in the event of a challenge to the tax returns or for any other reason.
10.5. Electronic filing. Peshke Financial files tax returns and extensions electronically. Such filings may include Peshke Financial’s electronic filing identification number (“EFIN”), which constitutes proprietary information of Peshke Financial. Client agrees to maintain Peshke Financial’s EFIN in confidence and not to release it to any other party without written consent from Peshke Financial. Client understands that Client may not use Peshke Financial EFIN for any purpose. Client may opt out of filing the tax returns electronically by providing valid notice to Peshke Financial under this Agreement. If Peshke Financial is unable to file Client’s return(s) electronically, Peshke Financial will deliver to Client a paper copy suitable for mailing to the taxing authorities. Once delivered to Client, Client bears full responsibility for reviewing the paper returns for accuracy, and either signing and timely filing them, along with any payments due, or notifying Peshke Financial of any issue which may need to be addressed prior to filing.
10.6. Advice. Written advice provided by Peshke Financial in connection with Services will be based on facts, representations, assumptions, and other information Client provide to us, the completeness, accuracy, and timeliness of which are critical factors in Peshke Financial’s ability to timely and accurately complete the Services. Unless Client requests and Peshke Financial agrees in writing after the written advice has been issued in final form to Client, Peshke Financial will not update the advice to account for information Client provides to Peshke Financial after the written advice was completed. Peshke Financial’s advice will consider tax authorities that are subject to change, retroactively or prospectively, and any such changes could affect the advice issued to Client. Once Client’s return is complete (e-file acceptance or provision of a paper copy to Client), Peshke Financial shall have no obligation to update Client’s returns for subsequent legislative or administrative changes or future judicial interpretations under this Agreement.
10.7. Gift Tax Returns. The preparation of gift tax returns is not within the scope of this engagement. The IRS considers a gift to be any transfer to an individual, either directly or indirectly, where full consideration (measured in money or money’s worth) is not received in return. You are responsible for informing us if you have made any transfer of value for which you did not receive full consideration, such as, but not limited to, those made in trust, forgiveness of debt, or the use of property for which no or below-market rent was charged.
10.8. 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 this engagement.
10.9. State and Local Filing Obligations. You are responsible for fulfilling your filing obligations with any state or local tax authorities, including but not limited to, income, franchise, sales, use, and property taxes or abandoned and unclaimed property. The preparation of any state or local tax return not listed above is not within the scope of our engagement. 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. You will be responsible for tax due, and penalties associated with the failure to file or untimely filing of any form for which we were not engaged to prepare.
10.10. Digital Assets. There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions. If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.
10.11. Government Inquiries/Audit. We are responsible for preparing only the returns referred to above. Our fee does not include responding to inquiries or examinations by taxing authorities. We are, however, available to provide such services to you. Please see our audit policy at the following link for more information - https://www.peshkefinancial.com/audit-policy.html.
10.12. Estimated Tax Payments. You may be required to make quarterly estimated tax payments. We will calculate these payments for the subsequent tax year based upon the information you provide to prepare your prior year tax returns and have no obligation to update recommended payments after the engagement is completed.
10.13. Extensions of Time to File Tax Returns. It may become necessary to apply for an extension of the filing due dates if there are unresolved issues or delays in processing, or if Peshke Financial does not receive all of the necessary information from Client on a timely basis. Applying for an extension of time to file may limit Client’s ability to make certain elections, extend the time available for a government agency to undertake an examination of Client’s return and/or extend the statute of limitations to file a legal action. If Peshke Financial applies for an extension of time to file because Client has not provided all of the information needed to prepare the tax returns by the original due date, Client agrees to hold Peshke Financial harmless from any consequences arising from any election waived. An extension of the time to file does not constitute an extension of the time to make payment. All taxes owed are due by the original filing due date. Additionally, extensions may affect Client’s liability for penalties and interest or compliance with governmental or other deadlines. If Client wishes to engage Peshke Financial to apply for extensions of time to file tax returns on Client’s behalf, Peshke Financial will not file these applications unless and until Peshke Financial has received a Client’s express written authorization to file for an extension. In some cases, Client’s signature may be required on such applications prior to filing. Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial.
11. General provisions 11.1. Complete Agreement. This Agreement is fully integrated and describes the complete relationship between the parties. No promises or assurances have been made that add to, interpret, or contradict the terms of this Agreement, except that Client’s use of file sharing or other online tools may be subject to other terms of use or privacy policies specific to such other use, if any.
11.2. Assignability. Peshke Financial retains the right to assign its interest, rights, and obligations to a third party. Client may not assign its interest, rights, and obligations without the written consent of Peshke Financial.
11.3. Severability. If any portion of this Agreement is found to be unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in effect. The determination that a provision is unenforceable under certain circumstances will not render the provision unenforceable in different circumstances.
11.4. Headings for convenience only. The headings in this Agreement are included only for the reader’s convenience and should not be deemed to limit the scope or meaning of the provisions they accompany.
11.5. No modification unless in writing. No modification of this Agreement is valid unless it is in writing and signed by all parties.
11.6. No third-party beneficiaries. No provision in this Agreement confers any rights upon any person other than the Parties and their successors and permitted assigns.
11.7. Applicable law and venue. This Agreement will be governed by and construed in accordance with California law, without regard to California’s choice of law principles.
11.8. Attorneys’ fees. If any party to this Agreement institutes an action or proceeding against another party relating to the Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs from the losing party.
11.9. Independent contractor. When providing services to your company, we will be functioning as an independent contractor and in no event will we or any of our employees or agents be an officer of you, nor will our relationship be that of joint ventures, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you. Our obligations under this Agreement are solely obligations of Peshke Financial and no officer, director, shareholder, employee or agent of Peshke Financial shall be subjected to any personal liability whatsoever to you or any person or entity.
11.10. Disclaimer of Legal and Investment Advice. Under no circumstance do our services constitute investment advice. Similarly, under no circumstances do our services constitute legal advice.
If you have any questions about our Terms of Service, please contact us.