Terms of Engagement

Last Update: 02/20/2026

These Terms of Engagement (“Engagement”) govern participation in and use of services provided by Taxley, LLC (“Taxley,” “Firm,” “we,” “us,” “our”), including but not limited to Business Advisory Services, Tax Account Monitoring, Tax Account Investigation, Tax Resolution Services, consultations, educational forums, and related professional services engagements (collectively, the “Services”).

By registering for, purchasing, enrolling in, scheduling, accessing, or participating in any Services, you (“Client,” “Participant,” “you,” “your”) agree to these Terms of Engagement, together with Taxley’s Terms of Use and Privacy Policy, which are incorporated by reference and form part of this Agreement:

  • Terms of Use: https://taxley.com/terms-policies/use
  • Privacy Policy: https://taxley.com/terms-policies/privacy

Certain services offered by Taxley may also be governed by additional service-specific terms, including but not limited to the Business Advisory Services Terms and Tax Resolution Service Terms. Where applicable, those service-specific terms are incorporated by reference and apply in addition to these Terms of Engagement. In the event of a conflict between these Terms of Engagement and any service-specific terms, the service-specific terms govern only with respect to that specific service.

If there is a conflict between these Terms of Engagement and a service-specific registration form, order form, proposal, invoice, or separately signed written engagement agreement, the service-specific document controls only for that specific Service and only to the extent of the conflict.

All arbitration provisions, class action waivers, limitation of liability provisions, damages caps, indemnification obligations, governing law provisions, venue provisions, enforcement mechanisms, and chargeback provisions are governed exclusively by the Terms of Use unless the Terms of Use expressly state otherwise.

If you do not agree, do not purchase, register for, schedule, enroll in, or participate in the Services.

1. Standards-Based Environment; Eligibility

Taxley provides standards-based environments designed to strengthen decision quality, responsibility, structured leadership, and informed action.

You represent and warrant that:

  • You are at least eighteen (18) years old; and
  • You have authority to enter into binding agreements for yourself and/or your business; and
  • Any registration, enrollment, purchase, or participation by a business entity is authorized by that entity; and
  • You will comply with all participation standards, conduct requirements, communication requirements, and scope limitations applicable to the Services.

Taxley may refuse service, decline enrollment or registration, or restrict access at its sole discretion where permitted by law.

2. Business-to-Business RELATIONSHIp

The Services are designed for business owners, founders, executives, and decision-makers operating in a professional capacity.

The parties acknowledge that this is a business-to-business relationship and not a consumer transaction.

You represent and warrant that your registration, purchase, enrollment, or participation is made strictly for business purposes and not for personal, household, or consumer use.

Nothing in these Terms of Engagement creates:

  • a joint venture;
  • a partnership;
  • an agency relationship;
  • fiduciary duties;
  • employment;
  • ownership, equity, or governance rights.

You may not represent that you speak for Taxley or that Taxley endorses you unless Taxley has provided written authorization.

3. Scope and Nature of Services; No Fiduciary Duty

Unless expressly stated in a separate written engagement agreement for professional representation, the Services are educational, framework-based, advisory, evaluative, consulting, monitoring, investigative, or implementation-support services in nature and are not individualized legal services, tax return preparation services, accounting services, financial planning services, investment advisory services, or bookkeeping services.

Nothing in any Service creates a duty to:

  • monitor your business after the Service has been rendered;
  • follow up on implementation unless expressly included in the purchased Service;
  • track compliance after the purchased Service concludes;
  • update advice previously given;
  • notify you of regulatory changes, market changes, compliance developments, tax law changes, or legal changes;
  • verify whether you act on information, analysis, or recommendations discussed.

You remain solely responsible for decisions, implementation, compliance, filing, payment, staffing, execution, and results.

Taxley has no duty to update you regarding regulatory changes, market shifts, compliance developments, tax law changes, or legal changes unless expressly stated in a separate written engagement agreement or service-specific document.

Nothing in these Terms of Engagement creates any fiduciary duty, agency duty, partnership duty, joint venture duty, employment relationship, or ongoing monitoring obligation unless expressly stated in writing.

4. No Professional-Client Relationship Unless Separately Contracted

Taxley personnel may hold professional credentials, including Enrolled Agent credentials. Credentials do not create a professional-client or representation relationship by participation alone.

No Enrolled Agent-client relationship, power of attorney relationship, tax authority representation relationship, or other professional representation relationship is formed unless and until:

  • a separate written engagement agreement or service-specific registration establishing representation is executed; and
  • all required intake materials and authorizations are completed; and
  • all required fees are paid as specified.

Participation in a consultation, Business Advisory Services, Implementation Support, Tax Account Monitoring, or Tax Account Investigation does not by itself establish tax authority representation.

5. CLIENT DECISION AUTHORITY

All decisions regarding implementation, financial actions, business operations, tax filings, compliance, negotiations, and strategic direction remain solely the responsibility of the Client.

Taxley provides advisory analysis, evaluation, monitoring, investigation, strategic guidance, and, where applicable, tax representation services based on information provided by the Client and, where relevant, information obtained from tax authorities or other third parties.

The Client retains full and exclusive authority over whether and how to act on any recommendations, options, or strategies discussed.

Taxley may recommend, guide, prioritize, sequence, or advise specific actions within the scope of the Services, including actions Taxley believes are strategically appropriate; however, no recommendation or guidance shall be interpreted as transferring decision-making authority from the Client to Taxley. The Client retains full and exclusive authority over whether, when, and how to act and remains solely responsible for implementation, compliance, and results.

Professional Standards. Where services involve professional credentials or regulated professional activity, services will be performed in accordance with applicable professional standards, ethical obligations, and governing regulations. Nothing in this Agreement requires Taxley to take actions that would violate professional standards, regulatory requirements, or ethical obligations.

6. PROFESSIONAL JUDGMENT

Client acknowledges that the Services involve professional judgment, strategic evaluation, and discretionary decision-making based on incomplete, evolving, or imperfect information.

Taxley retains sole professional discretion regarding:

  • strategy selection;
  • sequencing of actions;
  • prioritization of options;
  • determination of whether a matter is appropriate for engagement;
  • communications with tax authorities;
  • timing of submissions and escalation;
  • selection of the most strategically appropriate lawful path forward.

Reasonable differences in professional judgment do not constitute negligence, malpractice, breach of agreement, or actionable misconduct.

Taxley is not required to pursue every theoretical strategy, filing position, relief option, negotiation tactic, appeal, or procedural route that may exist.

Taxley may decline in good faith to pursue any position, request, filing, or strategy it determines is unsupported by the facts, inconsistent with applicable law or procedure, strategically unsound, or contrary to ethical or professional obligations.

7. No Guarantees; No Reliance

Taxley does not guarantee outcomes, results, performance, savings, approvals, or business improvements. Examples include, without limitation:

  • revenue;
  • profitability;
  • financing;
  • investment;
  • tax outcomes;
  • penalty outcomes;
  • compliance outcomes;
  • hiring results;
  • growth;
  • exit outcomes;
  • risk elimination;
  • acceptance of proposals;
  • enforcement relief.

You agree not to rely on any statement, example, illustration, discussion, strategy conversation, marketing material, testimonial, website statement, or framework as a substitute for individualized advice from licensed professionals familiar with your specific facts.

You acknowledge that business, financial, compliance, tax, and leadership decisions inherently involve risk. You voluntarily assume all risks associated with participation in the Services and implementation of any concepts discussed.

You acknowledge that you have had the opportunity to consult independent legal, tax, accounting, and financial advisors before enrolling or registering.

Client agrees to indemnify Taxley against claims arising from:

  • inaccurate disclosures;
  • non-compliance;
  • failure to act;
  • independent communications with tax authorities;
  • misuse of Services;
  • breach of these Terms of Engagement.

All limitation of liability, damages exclusions, arbitration, venue, indemnification, and governing law provisions in the Terms of Use apply.

No Duty to Achieve Client Objectives.. Client acknowledges that Taxley does not undertake any obligation to achieve specific business, financial, operational, compliance, tax, or strategic outcomes. Taxley’s responsibility is limited to providing advisory analysis, frameworks, professional judgment, and services as described within the applicable engagement. Taxley shall not be responsible for whether the Client achieves its internal goals, objectives, expectations, projections, or business plans.

No Reliance on Statements Outside This Agreement. Client acknowledges that the Services are provided solely in accordance with the written terms of this Agreement and any applicable service-specific agreement. Client agrees that it has not relied upon any oral statements, marketing materials, presentations, consultations, webinars, social media content, advertisements, or other communications not expressly incorporated into this Agreement when deciding to engage Taxley.

No employee, contractor, affiliate, or representative of Taxley is authorized to make representations that modify this Agreement unless such modification is made in a written agreement signed by an authorized representative of Taxley.

8. LIMITATION ON RELIANCE

Client acknowledges that Taxley Services are provided to support informed decision-making by the Client.

Client agrees not to rely on any consultation discussion, advisory material, implementation guidance, monitoring communication, investigation analysis, strategic guidance, or tax resolution discussion provided by Taxley as the sole basis for financial, legal, tax, investment, operational, or business decisions.

Client acknowledges that Taxley encourages clients to consult independent legal, tax, accounting, and financial professionals where appropriate.

Sophisticated Party Acknowledgment.. Client acknowledges that it is an independent business operator capable of evaluating the merits and risks of business, financial, operational, and strategic decisions. Client further acknowledges that Taxley is not responsible for the Client’s internal decision-making processes, risk tolerance, business judgments, or implementation choices.

The Client represents that it has exercised its own independent judgment in deciding whether and how to act on any concepts, strategies, or information discussed through the Services and has not relied solely on Taxley as the basis for any decision.

Independent Business Judgment. Client acknowledges that all decisions regarding whether and how to implement any concept, strategy, or recommendation discussed through the Services are made solely by the Client using its own independent business judgment.

9. CLIENT RESPONSIBILITIES

Time is of the essence.

Client agrees to:

  • provide complete, accurate, and timely information;
  • upload documents and materials through required channels where applicable;
  • respond to Taxley requests within the timeframes stated by Taxley;
  • meet all deadlines stated in written correspondence;
  • remain current on tax filing and payment obligations where required;
  • inform Taxley promptly of any material changes in facts, finances, ownership, authority, address, or tax status;
  • avoid independent contact with tax authorities that interferes with strategy during active representation;
  • review and respond to portal notifications and communications in a timely manner.

Client acknowledges that Taxley relies entirely on Client-provided information and information obtained from relevant authorities or third parties and does not independently audit or verify financial disclosures unless expressly included within the purchased Service.

Failure to timely respond or provide requested documentation may:

  • delay services;
  • reduce available options;
  • impair strategic positioning;
  • result in written findings rather than live review;
  • result in suspension or termination of services.

Taxley shall not be liable for strategic disadvantage, missed opportunities, enforcement action, or other consequences resulting from Client delay, non-responsiveness, incomplete disclosure, inaccurate information, or non-compliance.

10. RELIANCE ON CLIENT INFORMATION

Taxley Services are based entirely on the accuracy and completeness of information provided by the Client and by third parties, including tax authorities.

Except where a specific Service expressly includes verification work, Taxley has no obligation to independently audit, verify, or investigate information provided by the Client.

If information later proves inaccurate, incomplete, misleading, or materially changed, Taxley shall not be responsible for any resulting outcomes, delays, strategic limitations, agency actions, missed opportunities, or other consequences.

Taxley may rely on information obtained from tax authorities, financial institutions, payroll providers, accountants, bookkeepers, and other third parties. Such information may contain inaccuracies, omissions, delays, or outdated data. Taxley is not responsible for errors or omissions in third-party information and has no obligation to independently verify all such data unless expressly included within the purchased Service.

11. NO ONGOING MONITORING OBLIGATION

Unless expressly stated in a written registration form or service-specific section below, Taxley has no ongoing obligation to monitor the Client’s business operations, financial activity, tax accounts, compliance posture, implementation of recommendations, notices, deadlines, filings, or enforcement activity after completion of the applicable Service.

Taxley undertakes no continuing duty to update prior advice, notify the Client of later legal or tax changes, or remind the Client of deadlines unless such monitoring is expressly included in a purchased Service.

12. NOTICE OF CONCERN; OPPORTUNITY TO CURE

If Client believes Taxley has failed to perform a Service as agreed, committed an error, omitted a material step, or otherwise failed to meet its obligations, Client must provide Taxley with written notice describing the concern and the specific conduct or omission alleged.

Taxley shall have thirty (30) days after receipt of that notice to investigate, respond, and, where applicable, cure or reasonably address the issue.

Client agrees not to initiate arbitration, litigation, chargebacks, public complaints, regulator complaints, or third-party escalation regarding the alleged issue unless and until this notice-and-cure period has expired, except where immediate injunctive relief is expressly permitted under the Terms of Use.

Client acknowledges that many service concerns can be resolved through clarification, correction, or good-faith communication and agrees that this notice-and-cure process is a material condition of any claim relating to the Services.

13. Live Delivery; Access; Technology

Where sessions are delivered live, Client is responsible for stable internet, working audio/video, and platform access.

Technology issues on Client’s end do not create a refund, credit, extension, reschedule right, or make-up entitlement, unless a service-specific agreement explicitly provides otherwise.

Taxley may adjust delivery methods, platform tools, facilitation structure, sequencing, staffing, scheduling, and format for operational needs or quality control.

14. SECURE COMMUNICATIONS; SERVICE-SPECIFIC PROTOCOLS

Taxley utilizes secure electronic systems, including client portals and encrypted communication platforms, for delivery of Services where applicable.

Client acknowledges that communication protocols, document exchange requirements, response deadlines, and required communication channels vary depending on the specific Service engaged and are governed by the applicable service-specific registration form or written agreement.

Where a service-specific agreement requires use of a secure client portal, such use is mandatory. Failure to utilize required communication channels may result in delay, suspension, strategic disadvantage, or termination of services as defined in the applicable service agreement.

Client acknowledges that email, fax, standard mail, and external electronic systems may carry inherent security risks. Taxley shall not be liable for cybersecurity incidents, data breaches, interception, delay, or misdirection arising from Client’s voluntary use of unsecured communication methods.

Nothing in these Terms of Engagement creates an obligation for Taxley to monitor communications outside designated service-specific communication channels.

15. LIVE SESSION PARTICIPATION REQUIREMENTS; CAMERAS ON; DISCRETION REQUIRED

Because certain Business Advisory Services are participation-dependent:

  • cameras are required to be on for participation in any live advisory session, intensive, framework session, or office hours, unless otherwise approved in writing by Taxley;
  • participants must remain visible and engaged;
  • Taxley may remove or restrict participation, with or without notice for noncompliance.

Discretion is required. Participants must treat the environment as confidential and professional. Participants are responsible for choosing what they disclose.

16. Recording Prohibited; No AI Note-Taking

You may not record, photograph, screenshot, transcribe, reproduce, or capture any portion of live or written content in any format.

You may not use AI note-taking, transcription, summarization, or recording tools during sessions (including “meeting assistants”) unless Taxley gives prior written approval.

Violation is a material breach and may result in immediate removal, termination, and enforcement without refund.

Taxley may record sessions for internal quality control, compliance, security, internal operations, training, or service delivery purposes only. Recordings are not distributed unless expressly stated in writing by Taxley for a specific Service.

For Business Advisory Services, Framework Sessions and Office Hours are delivered live only. No replays are provided unless Taxley expressly states otherwise in writing.

17. CONFIDENTIALITY; SESSION PROTECTION; NO COMMUNITY PLATFORM OBLIGATION

You agree to maintain confidentiality of:

  • other participants’ identities and disclosures;
  • peer business information shared during any live session;
  • Taxley’s internal standards, frameworks, facilitation methods, and proprietary materials.

You may not use any live session environment to solicit, recruit, pitch, or promote services or products to other participants.

Taxley cannot guarantee the conduct of others. If a confidentiality breach occurs, Taxley may take action it deems appropriate, including removal and bans, but Taxley is not liable for third-party conduct.

Taxley does not provide or maintain a separate member community, social community, Facebook group, forum, message board, or community platform as part of the Services unless expressly stated in writing. Participant interaction occurs only through scheduled sessions and designated service platforms.

Confidentiality obligations survive termination indefinitely.

18. Intellectual Property; License Limits

All content and materials, including frameworks, methods, standards, language, session structures, slides, briefs, vault materials, branding, prompts, checklists, templates, and program design are proprietary intellectual property of Taxley.

You receive a limited, revocable, non-transferable license for your internal business use only, subject to compliance.

You may not:

  • share access or credentials;
  • copy, distribute, resell, publish, or post materials;
  • create derivative works;
  • teach or repurpose Taxley frameworks commercially;
  • represent Taxley materials as your own.

Taxley retains all intellectual property rights in its materials, frameworks, methodologies, and program design.

Taxley may pursue injunctive relief and all available legal remedies for violations.

19. Payments; No Chargebacks; Enforcement Costs

Payment terms are governed by the applicable service-specific registration form, invoice, proposal, or written agreement. If none is provided, fees are due in full at purchase.

Chargebacks are prohibited. Initiating a chargeback or payment dispute constitutes a material breach. You agree to reimburse Taxley for all costs incurred, including payment processor fees, chargeback fees, administrative time, collections costs, and reasonable attorney fees where permitted by law.

This does not limit your ability to report unauthorized use of your payment method, but you agree to contact Taxley first to attempt resolution of any billing dispute.

Taxley may suspend access immediately for nonpayment, dispute activity, or breach. Suspension does not relieve financial obligation.

20. Refunds; Reserved Capacity

Unless expressly required by law or expressly stated in a service-specific registration form or written agreement, fees are non-refundable.

Taxley reserves capacity, delivery infrastructure, professional attention, and service availability based on enrollment or registration. Nonattendance, delayed participation, under-utilization, or nonuse does not create refund rights.

Client acknowledges that Taxley services require the reservation of professional time, staffing capacity, strategic analysis, and engagement infrastructure in advance of service delivery.

Fees compensate Taxley for reserving that professional capacity during the engagement period and for providing access to Taxley’s advisory expertise, strategic analysis, and service availability.

Accordingly, fees are not contingent upon completion of any particular task, outcome, or deliverable unless expressly stated otherwise in writing.

Once an engagement begins, reserved professional capacity is considered earned and committed regardless of the level of Client utilization, participation, responsiveness, or implementation.

Unused time, delayed participation, or Client inaction does not create refund rights or fee reduction.

21. Right to Refuse, Remove, Suspend, or Terminate

Taxley may refuse registration, suspend access, remove a participant, or terminate services, where permitted by law, for:

  • nonpayment;
  • recording or AI capture;
  • confidentiality breaches;
  • credential or access sharing;
  • disruptive conduct;
  • solicitation;
  • harassment or misconduct;
  • intellectual property violations;
  • attempts to circumvent policies or controls;
  • legal, reputational, or safety risk;
  • non-responsiveness;
  • inaccurate or incomplete disclosures;
  • strategic impossibility created by Client inaction.

Removal or termination may occur with or without prior notice where permitted by law. Termination does not create refund rights and does not relieve financial obligations already committed.

Termination for breach does not create refund rights. All fees paid and all fees contractually committed remain due and payable.

22. Non-Disparagement; Truthful Statements

You agree not to make false, misleading, or defamatory statements about Taxley, its Services, its leadership, or other participants.

Nothing in these Terms of Engagement restricts truthful statements required by law.

Participation in the Services is subject to the class action waiver contained in the Terms of Use.

This provision does not prohibit good-faith internal feedback submitted directly to Taxley.

23. No Third-Party Reliance

Services are provided solely for you. No third party, including lenders, investors, regulators, vendors, partners, or advisors, may rely on participation, materials, analyses, work product, or discussions as evidence of compliance, certification, stability, readiness, validation, endorsement, audit, or verification.

24. Force Majeure; Platform and Vendor Issues

Taxley is not liable for delays, interruptions, or failures caused by events beyond reasonable control, including platform outages, vendor failures, cyber incidents, tax authority system outages, acts of government, weather events, illness, power outages, or internet failures.

Taxley’s obligation is to provide Services in a commercially reasonable manner consistent with the applicable service-specific agreement.

25. Electronic Communications; Notices

You consent to receive communications electronically via portal, email, text, and other designated systems. Notices are deemed received upon transmission. You are responsible for maintaining accurate contact information.

26. RECORD RETENTION

Taxley may retain client records for up to three (3) years following the conclusion of Services, unless a longer retention period is required by law, regulation, tax authority requirement, or ethical obligation.

After that period, records may be securely destroyed without further notice.

27. ASSIGNMENT

Client may not assign or transfer rights or obligations under these Terms of Engagement without prior written consent from Taxley.

Taxley may assign these Terms of Engagement without notice in connection with a reorganization, merger, acquisition, asset transfer, or change of control.

28. Personal Guaranty

If registration is made by a business entity, the enrolling individual personally, unconditionally, and irrevocably guarantees payment and performance of all financial obligations under this agreement.

Client acknowledges that this personal guaranty is a material inducement to Taxley’s acceptance of registration.

29. SURVIVAL

Sections related to confidentiality, recording prohibition, intellectual property, non-reliance, enforcement costs, claim deadlines if any are stated elsewhere, non-disparagement, dispute provisions, no third-party reliance, and record retention survive expiration or termination.

Any claim arising out of or relating to the Services must be initiated within twelve (12) months unless a shorter period is specified in a service-specific agreement. Any claim not initiated within that period is permanently barred to the fullest extent permitted by law.

30. Severability

If any provision of these Terms of Engagement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be interpreted to reflect the original intent of the parties to the fullest extent permitted by law.

31. Entire Agreement; Acceptance

These Terms of Engagement, together with the Terms of Use, Privacy Policy, any applicable Business Advisory Services

Terms, Tax Resolution Service Terms, and any service-specific registration form, proposal, invoice, or written engagement agreement, constitute the complete agreement governing participation in the Services.

Electronic acceptance, including checking a box, submitting a form, accessing a portal, scheduling, or completing payment, constitutes a legally binding signature.