Terms of Service

SBC Accounting and Tax LLC (d/b/a Outscore)
Version: 4924-6480-1814, v.1

Introduction

These Terms and Conditions govern all accounting and tax services (“Services”) provided by SBC Accounting and Tax LLC (d/b/a Outscore) (“Outscore”) and the client receiving the Services (the “Client”).

These Terms and Conditions are in addition to any terms set forth in an engagement letter or schedule of Services attached thereto (collectively, the “Agreement”). To the extent these Terms and Conditions conflict with the terms of the engagement letter, the terms of the engagement letter shall control.

Performance of Services

We determine how and by whom the Services will be performed. Services will be delivered with reasonable skill and care based on the information supplied to us.

We may from time to time use third-party service providers in the process of preparing your income tax returns. These individuals are personally known to us and have signed contractual agreements to maintain confidentiality.

We remain fully responsible for the performance of Services by any subcontractor and for ensuring service quality. The use of subcontractors does not constitute a breach of exclusivity or confidentiality provisions.

Documentation and Timeline Submission

You are responsible for providing all information needed to perform the Services in a timely manner.

Tax Services

• All tax documents must be submitted at least three (3) weeks prior to the desired filing date.

• Filing extensions do not extend payment deadlines.

• Clients are responsible for penalties or interest assessed due to late or underpayment.

Accounting Services

• Bank statements and relevant records must be submitted no later than four (4) days after the closing period.

We do not audit or verify information provided but may request clarification. Services are not designed to detect errors, fraud, or illegal acts. Any material errors or fraud that come to our attention will be communicated.

Management remains responsible for:

• Safeguarding assets

• Accurate financial records

• Proper classification of business vs personal expenses

• Adequate documentation for deductible expenses

We reserve the right to refuse any action that could be construed as a management decision.

Fees

Fees are due as outlined in the Agreement and are typically payable before Services begin.

Late payments may accrue interest at 1.5% per month or the maximum allowable by law, whichever is less.

Fees are not contingent on outcomes. Engagement amendments and out-of-scope charges may be automatically approved after a defined notice period.

Clients agree to reimburse all collection costs, including reasonable attorney fees, if payment enforcement becomes necessary.

Confidentiality

Definition of Confidential Information

Confidential Information includes all proprietary, financial, operational, and client-related information disclosed to us, whether written or oral.

Confidentiality Obligations

We will not disclose Confidential Information except as authorized or required by law. Confidentiality obligations survive termination indefinitely.

Third-Party Providers

We may share data with vetted third-party providers, including cloud-based platforms, under confidentiality agreements. While reasonable safeguards are used, no system is fully secure.

Email Communications

Although we use security measures, email communications may be intercepted. We disclaim liability for unauthorized access, failed delivery, or misuse of transmitted information.

Disclosure and Use of Tax Return Information (IRC §7216)

Federal law restricts the disclosure and use of tax return information.

Permitted Disclosures Without Consent

• Internal use for tax preparation

• Legal or court-ordered disclosures

• Limited client list data for practice due diligence

Disclosures Requiring Consent

• Transfers to third parties beyond preparation purposes

• Transfers to successor firms following sale or merger

Sale or Transfer of Practice

Limited information may be shared for due diligence. Full tax return data requires written consent unless otherwise permitted by law.

Revocation of Consent

Consent may be revoked in writing. Revocation does not apply retroactively.

Penalties

Unauthorized disclosure may result in civil and criminal penalties.

Accountant–Client Privilege

IRC §7525 provides limited confidentiality for tax advice. This privilege does not apply to criminal matters, state tax issues, or business records. Clients are responsible for asserting the privilege.

Electronic Data Communication and Storage

We maintain safeguards consistent with professional standards. By engaging our services, you consent to electronic communication and data storage.

We will never request personal information via unsolicited email, text, or social media.

Limitations on Oral and Email Communications

Advice provided orally or via email is based on limited analysis and may not constitute formal written advice. Clients accept responsibility for decisions made without formal engagement for written advisory services.

Client Portal

We may provide access to a secure online Client Portal. Use of the portal requires acceptance of additional portal-specific terms.

Scope of Services

We are not responsible for:

• Foreign account reporting unless engaged

• Employee vs contractor classification

• Nexus determination for remote employees

Additional services require separate engagement agreements.

Indemnification

You agree to indemnify and hold us harmless from claims arising from inaccurate or incomplete information you provide.

Limitation of Liability

We are not liable for special, indirect, incidental, or consequential damages.

Our maximum aggregate liability shall not exceed fees paid in the twelve (12) months preceding the claim.

Statute of Limitations

Any claim must be initiated within one (1) year of delivery of the work product.

Termination

Either party may terminate the Agreement with written notice.

We may suspend or terminate Services due to nonpayment, lack of cooperation, or ethical concerns. We are not responsible for missed deadlines following termination.

Independent Contractor Relationship

We act solely as an independent contractor and assume no fiduciary, agency, or employment relationship.

Audit Representation

Audit assistance is available upon request and subject to a separate engagement.

Conflicts of Interest

If a conflict arises, we may suspend or terminate Services without delivering work product.

Disclaimer of Legal and Investment Advice

Our Services do not constitute legal or investment advice. Tax advice is not intended to be relied upon to avoid penalties under IRS Circular 230.

Newsletters and Communications

General communications are informational only and do not constitute professional advice or ongoing monitoring.

Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of Florida. Legal actions must be brought exclusively in Palm Beach County, Florida. Jury trials are waived.

Assignment

We may assign this Agreement in connection with a merger or sale, subject to confidentiality obligations and applicable consent requirements.

Entire Agreement; Amendments

This Agreement supersedes all prior communications. Amendments must be in writing, except where modifications apply prospectively to future Services.

Severability

Invalid provisions do not affect the enforceability of remaining sections.

Waiver

Failure to enforce a provision does not constitute a waiver of future enforcement.

Record Retention

We retain records for seven (7) years. Clients are responsible for maintaining their own records.

Legal Process

If legally compelled to produce records or testimony, we will notify you when possible. Clients agree to compensate us for time and costs incurred.