Terms of Engagement

Last Updated: August 1, 2026

These Terms of Engagement (“Terms of Engagement”) govern the general professional-services relationship between Taxley, LLC (“Taxley,” “Firm,” “we,” “us,” or “our”) and each individual, business, entity, taxpayer, Member, participant, purchaser, payor, or other person or entity to whom these Terms of Engagement apply, including each Client and Financially Responsible Party identified in the applicable Engagement Materials (“you” or “your”).

Taxley currently provides two primary Professional Services:

Tax Resolution; and
Taxley Oversight & Guidance.

Tax Resolution may include Comprehensive Analysis, professional consulting and advisory services, implementation, and representation before an applicable Taxing Authority, as expressly identified in the applicable Engagement Materials and Tax Resolution Terms.

Taxley Oversight & Guidance is an ongoing membership service that may include tax-account oversight, professional guidance, educational programming, CentsableCEO™ programming, and other benefits expressly identified in the applicable enrollment materials and Taxley Oversight & Guidance Membership Terms.

CentsableCEO™ is Taxley’s entrepreneur-development methodology and programming. CentsableCEO™ may be included within an eligible Tax Resolution engagement or Taxley Oversight & Guidance Membership. It is not a separate advisory service or standalone membership unless Taxley expressly establishes such an offering under separate written terms.

These Terms of Engagement apply only to Professional Services accepted by Taxley. Taxley’s websites, public Content, complimentary consultations, CentsableCEO™ Roundtables, public webinars, public events, and other general informational or educational activities do not, by themselves, constitute Professional Services and are governed primarily by Taxley’s Terms of Use.

Incorporated Agreements. Each applicable Client and Financially Responsible Party who affirmatively accepts Professional Services through a process approved by Taxley agrees to these Terms of Engagement together with Taxley’s:

The Terms of Use and Privacy Policy are incorporated into these Terms of Engagement by reference and form part of the agreement governing the professional relationship.

Professional Services are also governed by the Service-Specific Terms and Engagement Materials applicable to the particular service.

Service-Specific Terms currently include:

the Taxley Tax Resolution Terms; and
the Taxley Oversight & Guidance Membership Terms.

The applicable Service-Specific Terms, Engagement Materials, enrollment materials, registration forms, proposals, invoices, checkout disclosures, written scope confirmations, payment arrangements, continuation offers, renewal communications, accepted amendments, and other written terms specifically issued to or accepted by the applicable Client or Financially Responsible Party form part of the agreement governing the Professional Service to the extent they expressly identify terms applicable to that service or engagement.

Order of Application. Taxley’s agreements are intended to operate together.

Unless a particular agreement expressly provides otherwise:

The Terms of Use govern general use of Taxley’s websites, Accounts, portals, Content, public programming, technology, general intellectual-property ownership, protection, acceptable-use restrictions and remedies applicable across the Site and Services, dispute resolution, arbitration, class-action waiver, jury-trial waiver, governing law, venue, force majeure, assignment, waiver, severability, and other general legal matters assigned to the Terms of Use.
The Privacy Policy governs Taxley’s collection, use, disclosure, retention, and protection of Personal Information.
These Terms of Engagement govern matters generally applicable to Taxley’s Professional Services and professional relationships, including eligibility, authority, formation of the relationship, professional judgment, Client responsibilities, communications, Shared Workspaces, payment responsibility, confidentiality, participation requirements, permitted use of Client deliverables and intellectual-property matters specifically arising from Professional Services, suspension, termination, and other universal engagement matters.
The applicable Service-Specific Terms govern the scope, covered persons and accounts, included and excluded services, service periods, Membership benefits, representation activities, operational requirements, service-specific fees, renewals, continuation arrangements, and other matters unique to the particular Professional Service.
The applicable Engagement Materials govern the Clients, Financially Responsible Parties, Covered Taxpayers, Covered Accounts, Covered Entities, Covered Jurisdictions, Covered Tax Types, Covered Matters, fees, payment arrangements, participants, add-ons, and other engagement-specific terms expressly identified in those materials.

A more specific provision controls over a more general provision only with respect to the particular matter it expressly addresses.

Engagement Materials do not override these Terms of Engagement or applicable Service-Specific Terms merely because they are issued later. An Engagement Material modifies another applicable term only when it clearly identifies the specific matter being modified or establishes a permitted, more specific engagement term concerning the applicable Client or service.

Marketing materials, website descriptions, complimentary consultations, preliminary discussions, estimates, examples, presentations, social-media communications, testimonials, and informal communications do not expand or modify an accepted Professional Service.

Acceptance by Client or Financially Responsible Party. These Terms of Engagement become binding upon the applicable Client or Financially Responsible Party when that person or entity accepts these Terms of Engagement and any required Service-Specific Terms through a process approved by Taxley, subject to Taxley’s acceptance of the requested Professional Service as described below.

Acceptance may occur through:

electronic signature;
checkbox acceptance;
registration or enrollment submission;
portal acknowledgment;
checkout acceptance;
payment authorization;
written electronic confirmation; or
another method approved by Taxley.

Taxley Acceptance. Taxley may accept an engagement, registration, enrollment, purchase, continuation, or other request for Professional Services through written or electronic confirmation, activation of the applicable Professional Service, commencement of Professional Services, activation of applicable Member benefits, or another confirmation generated through Taxley’s designated systems. Taxley is not required to countersign these Terms of Engagement, the applicable Service-Specific Terms, the Engagement Materials, or any registration or enrollment materials for acceptance to become effective.

Right to Decline Before Acceptance. Submission of a registration, enrollment, purchase, payment, or engagement request does not obligate Taxley to accept the requested Professional Service. Taxley reserves the right to decline a requested engagement or enrollment before acceptance if Taxley determines that the request does not satisfy its eligibility requirements, professional obligations, service capacity, business policies, or other acceptance standards. If Taxley declines a request after payment has been received and no Professional Services have begun, Taxley will refund any amounts received in accordance with these Terms of Engagement and any applicable Engagement Materials.

Acceptance of these Terms of Engagement does not necessarily mean that every requested service, participant, account, taxpayer, authorization, or representation activity has been activated. Service activation and Taxing Authority representation are governed separately by Section 4, the applicable Service-Specific Terms, and the Engagement Materials.

If you do not agree to these Terms of Engagement and the incorporated agreements, do not register for, purchase, enroll in, authorize, accept, or participate in Taxley’s Professional Services.

1. Definitions

For purposes of these Terms of Engagement, the following definitions apply:

Account means a user account, registration record, portal workspace, Shared Workspace, profile, login credential, or other authenticated access established, issued, or authorized by Taxley.
Authorized User means a person whom Taxley has expressly authorized to access an Account or Shared Workspace.
Client means each individual, business, entity, taxpayer, Member, or other person or entity accepted by Taxley to receive Professional Services and expressly identified as a Client in the applicable registration, enrollment materials, Engagement Materials, or Service-Specific Terms. Access to an Account, participation in programming, payment of fees, submission of information, or association with another Client does not, by itself, make a person a Client.
Covered Account means an individual or business tax account expressly included within the scope of an active Professional Service, including an account associated with an identified Social Security number, Employer Identification Number, or other taxpayer-identification number.
Covered Entity means a business, organization, trust, estate, or other entity expressly identified as included within the scope of an active Professional Service.
Covered Matter means a tax account, tax liability, filing issue, notice, collection matter, examination, resolution strategy, tax period, tax type, jurisdiction, business matter, participation right, or other issue expressly identified as included within the scope of an active Professional Service.
Covered Taxpayer means an individual or entity whose taxpayer account or tax matter is expressly included within the scope of an active Professional Service.
Engagement Materials means registration forms, enrollment materials, proposals, invoices, checkout disclosures, consultation summaries, written scope confirmations, payment arrangements, continuation offers, renewal communications, portal confirmations, accepted amendments, and other written materials specifically issued to or accepted by a Client or Financially Responsible Party in connection with a Professional Service.
Financially Responsible Party means a person or entity that has expressly agreed to be responsible for some or all payment obligations arising under an engagement through the applicable Engagement Materials, Service-Specific Terms, or another written acceptance approved by Taxley. A Taxpayer Authorization does not, by itself, create financial responsibility. However, when a person who has already accepted the applicable Engagement Materials later executes a Taxpayer Authorization as a represented Client, that authorization may confirm the person’s participation in the accepted engagement but does not independently create or expand that person’s payment obligations.
Jointly Represented Client means a Client whom Taxley has agreed to represent or serve together with one or more other Clients in a connected matter, including spouses, business owners, partners, officers, responsible persons, related entities, or other taxpayers whose interests Taxley determines may appropriately be addressed together.
Member means a person enrolled in Taxley Oversight & Guidance under the applicable Membership Terms and enrollment materials.
Personal Information has the meaning stated in Taxley’s Privacy Policy.
Primary Contact means the individual designated or accepted by Taxley to coordinate routine communications, scheduling, document requests, portal notices, payment communications, and other administrative matters concerning an engagement involving more than one Client, participant, Authorized User, or Financially Responsible Party. Designation as Primary Contact does not authorize that person to sign, certify, consent, accept personal liability, make decisions, or waive rights for another competent adult unless the person possesses separate lawful authority.
Professional Services means Tax Resolution and Taxley Oversight & Guidance services accepted by Taxley and governed by these Terms of Engagement, the applicable Service-Specific Terms, and the applicable Engagement Materials.
Service-Specific Terms means written terms governing a particular Professional Service, including the Taxley Tax Resolution Terms, Taxley Oversight & Guidance Membership Terms, and other written terms Taxley expressly designates as governing a particular Professional Service.
Shared Workspace means an Account or portal workspace that Taxley expressly establishes or authorizes for access by more than one Authorized User.
Taxing Authority means the Internal Revenue Service, a state or local department of taxation or revenue, or another governmental authority responsible for administering, assessing, collecting, examining, enforcing, or resolving a tax matter.
Taxpayer Authorization means a Power of Attorney, Tax Information Authorization, state or local authorization, fiduciary authorization, consent, disclosure authorization, or other document through which a taxpayer or authorized person grants Taxley or its designated professional authority to obtain information, receive information, communicate, or act regarding an identified matter. A Taxpayer Authorization does not, by itself, define the scope, fees, duration, or other contractual terms of a Professional Service.

A person does not become a Financially Responsible Party solely because the person:

accesses an Account or Shared Workspace;
communicates with Taxley;
serves as a Primary Contact;
provides information;
is related to a Client;
owns, manages, or works for a Client entity;
possesses authority to sign for an entity; or
benefits from a Professional Service.

2. Eligibility, Legal Capacity, and Identity

Each individual accepting these Terms of Engagement represents and warrants that the individual:

is at least eighteen years old and has reached the age of legal majority required to enter into the applicable agreement;
possesses the legal capacity to accept these Terms of Engagement and the applicable Service-Specific Terms;
has provided accurate identity and contact information;
will complete identity-verification requirements reasonably established by Taxley;
is not using another person’s identity, credentials, authorization, or Account without lawful authority; and
will promptly notify Taxley if any information affecting identity, eligibility, legal capacity, or authority changes.

Taxley may require documentation or other reasonable verification of:

identity;
age;
address;
ownership;
business or organizational role;
officer, partner, member, manager, trustee, executor, fiduciary, or representative status;
authority to act for an entity;
authority to act for another individual;
authority to access taxpayer information;
authority to authorize disclosure;
authority to establish or use an Account or Shared Workspace; and
authority to accept payment responsibility.

Taxley may delay evaluation, acceptance, activation, access, or performance until requested verification has been completed to Taxley’s reasonable satisfaction.

Taxley may refuse or discontinue an engagement request before acceptance when Taxley determines that:

eligibility requirements have not been satisfied;
identity or authority cannot be reasonably verified;
submitted information appears inaccurate, incomplete, inconsistent, misleading, or unauthorized;
the requested matter is outside Taxley’s professional scope, competence, authority, capacity, or service model;
a conflict of interest or professional-responsibility concern exists;
the requested engagement would be unlawful, professionally inappropriate, impractical, unsafe, or inconsistent with Taxley’s standards; or
another material reason makes acceptance inappropriate.

Taxley’s decision to request information, conduct a consultation, review preliminary facts, issue proposed Engagement Materials, or discuss possible services does not obligate Taxley to accept the engagement.

3. Authority to Act for Another Person or Entity

3.1 Authority to Act for an Entity. An individual who submits information, registers, enrolls, purchases, signs, accepts terms, requests services, establishes an Account, or otherwise acts for a business, organization, trust, estate, or other entity represents and warrants that the individual possesses sufficient authority to perform the applicable action for that entity.

Taxley may require proof of the individual’s:

ownership;
office;
partnership, membership, or management status;
fiduciary status;
authority under governing documents;
authority under applicable law; or
other relationship to the entity.

Authority to act for an entity does not, by itself:

make the individual a Client in the individual’s personal capacity;
include the individual’s personal tax matters within the engagement;
authorize Taxley to access the individual’s personal taxpayer information;
create a Professional Service for the individual;
create personal financial liability for the entity’s obligations; or
authorize the individual to act for another owner, officer, partner, member, employee, responsible person, or taxpayer.

Personal representation, access, services, and financial responsibility must be separately established as provided in these Terms of Engagement, the applicable Service-Specific Terms, and the Engagement Materials.

If Taxley later determines that an individual lacked or lost authority to act for an entity, Taxley may:

request additional proof or ratification;
suspend or restrict services or access;
revise the Clients, Authorized Users, Primary Contact, or scope;
require replacement or supplemental Engagement Materials;
require new Taxpayer Authorizations;
decline to rely on prior instructions;
withdraw from representation; or
terminate the applicable engagement.

3.2 Authority to Act for Another Individual. One competent adult may not, solely because of marriage, family relationship, ownership, employment, business relationship, payment of fees, shared residence, shared Account access, or status as Primary Contact:

accept these Terms of Engagement for another competent adult;
enroll another competent adult as a Client or Member;
authorize representation of another competent adult;
sign another competent adult’s Taxpayer Authorization;
provide legally required consent for another competent adult;
accept conflict disclosures for another competent adult;
certify another competent adult’s personal information;
waive another competent adult’s rights;
make decisions requiring another Client’s personal approval; or
impose personal financial responsibility upon another competent adult.

Each competent adult whom Taxley is asked to represent or serve as a Client must personally complete the acceptance, identity-verification, consent, authorization, and financial-responsibility requirements applicable to that person, unless another person possesses valid legal authority to act on that person’s behalf.

Taxley may require documentation establishing guardianship, conservatorship, power of attorney, fiduciary authority, representative capacity, or other lawful authority before accepting instructions or authorization from one person for another.

3.3 Separate Types of Authority. The parties acknowledge that the following forms of authority are separate and do not automatically establish one another:

authority to bind a business or entity;
authority to request or purchase Professional Services;
authority to access an Account or Shared Workspace;
authority to obtain or disclose Personal Information;
authority to receive taxpayer information;
authority to represent a taxpayer before a Taxing Authority;
authority to sign, certify, approve, settle, or make decisions for another person;
status as Primary Contact; and
personal responsibility for fees and other financial obligations.

Taxley may require separate proof, acceptance, documentation, or authorization for each applicable form of authority.

3.4 Taxpayer Authorizations. A Taxpayer Authorization grants only the authority stated in the authorization and permitted by applicable law and Taxing Authority procedures.

A Taxpayer Authorization does not, by itself:

create a Professional Services engagement;
make Taxley responsible for a matter outside the accepted scope;
define fees or payment arrangements;
establish personal financial liability;
require Taxley to act upon every matter listed or visible;
extend the duration of an engagement;
make a spouse, owner, officer, employee, partner, member, or other person a Client;
require Taxley to continue representation after the engagement ends; or
modify these Terms of Engagement, the applicable Service-Specific Terms, or the Engagement Materials.

Taxley will not undertake Taxing Authority representation solely because a Taxpayer Authorization has been signed or submitted. Taxing Authority representation begins only when Taxley has accepted the applicable Client and matter under the governing agreement and the representation requirements described in Section 4 and the applicable Service-Specific Terms have been satisfied.

3.5 Duty to Notify Taxley of Authority Changes. Each Client, Authorized User, Primary Contact, and person acting for another individual or entity must promptly notify Taxley of any event affecting authority, including:

resignation or removal from an office or role;
change in ownership, management, partnership, membership, or control;
revocation, expiration, rejection, or limitation of an authorization;
separation, divorce, dissolution, death, or incapacity;
appointment or removal of a guardian, fiduciary, trustee, executor, or other representative;
dispute concerning who may act for an individual or entity;
loss of access to an Account or Shared Workspace; or
another change affecting Taxley’s authority to rely upon instructions, disclose information, communicate, or perform Professional Services.

Taxley may rely upon an individual’s representation of authority until Taxley receives information reasonably calling that authority into question.

Once authority is disputed, withdrawn, limited, or unclear, Taxley may suspend action until the issue is resolved to Taxley’s reasonable satisfaction. Suspension resulting from an authority dispute does not expand the engagement, transfer responsibility for deadlines to Taxley, or create a refund, credit, fee reduction, or extension unless applicable law or the governing Service-Specific Terms require otherwise.

4. Formation of the Professional Relationship

4.1 Formation of the Professional Relationship. A Professional Services relationship is formed upon Taxley’s acceptance of the applicable registration, enrollment, purchase, or engagement request in accordance with these Terms of Engagement, together with the applicable Client’s or Financially Responsible Party’s acceptance of the applicable agreements through Taxley’s approved process.

Communications with Taxley, complimentary consultations, requests for information, educational programming, website interactions, preliminary discussions, proposed Engagement Materials, or payment submitted before Taxley’s acceptance do not, by themselves, obligate Taxley to accept or perform a Professional Service.

4.2 Service Activation. Formation of the professional relationship does not necessarily activate every requested Service, Covered Account, Covered Taxpayer, Covered Entity, participant, benefit, or activity.

Taxley may condition activation or performance upon:

completion of required intake;
payment or an approved payment arrangement;
identity and authority verification;
receipt of requested information and documentation;
execution of required Taxpayer Authorizations;
completion of conflict review;
satisfaction of compliance or onboarding requirements; and
Taxley’s confirmation that the applicable Service or phase is active.

Delay or failure in satisfying an activation requirement does not invalidate payment obligations or other accepted contractual terms.

4.3 Taxing Authority Representation. Taxing Authority representation begins only when:

Taxley has accepted the applicable Client, Covered Taxpayer, Covered Matter, and representation scope;
the applicable Taxpayer Authorization has been properly executed;
required identity, conflict, payment, and activation requirements have been satisfied; and
Taxley confirms that representation is active.

Acceptance of a Professional Service that does not include representation, including Taxley Oversight & Guidance, does not create authority for Taxley to communicate with or act before a Taxing Authority.

4.4 Joint Clients; Shared Matters; Primary Contact; Shared Workspaces. Certain Professional Services may involve more than one Client, Covered Taxpayer, Covered Entity, Authorized User, or Financially Responsible Party.

Examples include, without limitation:

jointly filing spouses;
jointly represented taxpayers;
business entities and their owners;
related entities;
fiduciaries;
responsible persons;
multiple Authorized Users;
Shared Workspaces; and
other engagements involving more than one participant.

When Taxley accepts more than one Client or participant within the same engagement:

each Client remains responsible for that Client’s own decisions, approvals, certifications, representations, authorizations, and legal obligations;
Taxley may coordinate communications through a Primary Contact for administrative convenience;
routine communications delivered to the Primary Contact may be treated as communications to the applicable engagement unless Taxley expressly agrees otherwise in writing;
Taxley may establish one or more Shared Workspaces for the engagement;
information placed within a Shared Workspace may be accessible to each Authorized User of that Shared Workspace according to the permissions established by Taxley; and
Taxley may reasonably rely upon instructions received from an individual whom Taxley reasonably believes possesses authority concerning the applicable matter until Taxley receives information reasonably calling that authority into question.

Taxley may establish or authorize shared access for:

Jointly Represented Clients;
a Primary Member and a properly enrolled Jointly Filing Spouse;
up to two authorized representatives of a business or entity when the applicable engagement does not include separate personal Services for those representatives;
participants or representatives expressly approved under applicable Service-Specific Terms; or
another arrangement approved by Taxley in writing.

Depending upon the capabilities of Taxley’s selected technology, Taxley may provide:

one shared set of login credentials;
separate credentials providing access to the same Shared Workspace; or
another access arrangement Taxley determines appropriate.

Each Authorized User of a Shared Workspace is considered authorized to view information placed in that Shared Workspace concerning the covered jointly filed, jointly represented, shared personal, or business matter.

Taxley is not responsible for:

one Authorized User withholding or changing shared credentials;
an Authorized User failing to review information made available through the Shared Workspace;
internal communication failures among Authorized Users;
internal disputes concerning access; or
an Authorized User providing access to an unauthorized person.

Designation as a Primary Contact or Authorized User does not, by itself:

authorize that individual to make legal decisions for another competent adult;
waive another person’s rights;
create financial responsibility;
expand the scope of the engagement;
authorize disclosure of information outside the applicable engagement; or
create authority beyond that otherwise established under these Terms of Engagement, applicable law, or the applicable Engagement Materials.

In a joint or shared engagement:

information material to the covered joint or shared matter may be communicated to each applicable Jointly Represented Client;
Taxley ordinarily will not agree to conceal material information concerning the shared matter from another Jointly Represented Client;
each Client remains entitled to make decisions and provide authorizations personally required from that Client;
representation of one Client does not automatically include separate or unrelated matters of another Client; and
Taxley may conduct conflict reviews throughout the engagement.

Where an actual or potential conflict is identified, Taxley may continue joint representation only when Taxley determines that:

Taxley can provide competent and diligent representation to each affected Client;
continued representation is permitted by applicable law and professional standards; and
each affected Client provides any informed written consent required by Taxley, applicable law, or professional standards.

Taxley may retain conflict disclosures and written consents for the period required by applicable law, professional standards, and Taxley’s record-retention practices.

Where Taxley determines that an actual or potential conflict of interest, breakdown in cooperation, authority dispute, confidentiality concern, or other circumstance materially affects Taxley’s ability to continue serving multiple Clients within the same engagement, Taxley may:

require separate communications;
require separate Accounts or Shared Workspaces;
limit shared access;
require additional written consents;
recommend separate representation;
withdraw from representation where permitted by applicable law and professional standards; or
take other reasonable actions necessary to comply with applicable law, professional obligations, or these Terms of Engagement.

4.5 Geographic and Professional Scope. Taxley serves United States taxpayers and entrepreneurs nationwide, subject to applicable law, professional authority, Taxing Authority procedures, and Taxley’s service scope and capacity.

Taxley may accept qualifying Clients located outside the United States when the engagement concerns United States federal, state, or local tax matters within Taxley’s professional scope.

Unless Taxley expressly agrees otherwise in writing and possesses the required professional authority, Taxley does not provide:

foreign-country tax advice;
foreign tax-return preparation;
foreign tax-account oversight;
advice concerning compliance with non-United States tax law; or
representation before a non-United States Taxing Authority.

5. Client Decision Authority

Client retains sole authority over all business, financial, tax, operational, compliance, and strategic decisions.

Taxley provides Professional Services based upon information provided by the Client, information obtained from authorized third parties, and information obtained from Taxing Authorities when authorized or otherwise permitted by law.

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.

Taxley will perform Professional Services in accordance with applicable professional standards, ethical obligations, and governing law. Nothing in these Terms requires Taxley to pursue any position, take any action, or provide any Service that Taxley reasonably determines would violate applicable law, professional standards, licensing requirements, or ethical obligations.

6. Professional Judgment

Professional Services require the exercise of professional judgment based upon the information available at the time Services are provided.

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;
whether additional information, documentation, or authorizations are required before proceeding.

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.

Independent Third-Party Decisions. Client acknowledges that tax authorities, courts, administrative agencies, lenders, investors, insurers, regulators, vendors, payroll providers, financial institutions, software providers,
payment processors, service providers, and other third parties exercise independent judgment and discretion.

Taxley does not control and cannot guarantee the actions, decisions, approvals, denials, interpretations, processing times, enforcement actions, negotiations, settlements, outcomes, or determinations of any third party.

Taxley is not responsible for delays, denials, procedural changes, system outages, processing backlogs, policy changes, or other decisions or actions taken by independent third parties that Taxley does not control.

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.

Professional recommendations are based upon the accepted scope of the applicable Professional Service and the information reasonably available when the recommendation is provided. The Client may reasonably consider Taxley’s professional recommendations within that accepted scope but remains solely responsible for decisions requiring the Client’s approval, certification, consent, signature, implementation, or ongoing compliance.

Complimentary consultations, educational programming, website Content, Roundtables, workshops, marketing materials, preliminary discussions, incomplete analyses, and information outside an accepted Professional Service are general in nature and should not be treated as a complete evaluation of the Client’s circumstances or as a substitute for Professional Services not included within the applicable engagement.

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

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 these Terms of Engagement, the applicable Service-Specific Terms, and applicable Engagement Materials. 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 the agreement governing the applicable Professional Service when deciding to engage Taxley.

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

8. Client Responsibilities

Client agrees to:

provide complete, accurate, and timely information;
promptly notify Taxley of any change that may materially affect the engagement, including changes in contact information, authority, ownership, financial condition, tax status, pending legal matters, or communications received from a Taxing Authority;
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;
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.

During active Taxing Authority representation, the Client also agrees to:

inform the applicable Taxing Authority that the Client is represented and provide Taxley’s current contact information when Taxley requests that the Client do so;
promptly provide Taxley with copies of notices and communications received from a Taxing Authority;
promptly notify Taxley of material communications with a Taxing Authority relating to the Covered Matter;
cooperate with reasonable requests necessary to administer the representation; and
avoid making material submissions, agreements, admissions, or strategic decisions concerning the Covered Matter without coordinating with Taxley, except where immediate action is reasonably necessary to preserve a legal right or comply with applicable law.

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.

Client is responsible for maintaining access to required Accounts, Shared Workspaces, client portals, communication platforms, authentication methods, and designated technology systems.

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.

Time-Sensitive Participation. Certain Taxley services operate within defined engagement periods and completion windows.

Failure to participate within timeframes established by Taxley may also result in expiration of reserved scheduling, delayed completion, closure of the engagement, or the need for a new engagement, where appropriate.

Client acknowledges that timely participation is a material component of successful service delivery.

Failure to provide requested information, documentation, authorizations, scheduling availability, approvals, or responses within deadlines established by Taxley may:

limit available analysis;
limit available recommendations;
limit available deliverables;
reduce available options;
result in completion based upon available information.

Taxley is not responsible for delays, increased costs, reduced strategic options, missed deadlines, enforcement actions, or other consequences resulting from the Client’s failure to satisfy the responsibilities described in this Section.

9. Reliance on Client Information

Taxley’s Professional Services are based upon the accuracy and completeness of information provided by the Client and information obtained from authorized third parties, including Taxing Authorities.

Except where expressly included within the applicable Professional Service, Taxley has no duty to independently audit, verify, authenticate, investigate, or validate information supplied by the Client or by a third party.

Taxley may reasonably rely upon information believed to be accurate unless Taxley knows or has reasonable grounds to believe the information is materially inaccurate, incomplete, inconsistent, or unreliable.

If information later proves materially inaccurate, incomplete, misleading, or materially changed, Taxley is not responsible for resulting:

delays;
strategic limitations;
missed opportunities;
increased costs;
enforcement actions; or
other consequences attributable to the inaccurate or incomplete information.

Taxley may rely upon information obtained from:

Taxing Authorities;
financial institutions;
payroll providers;
accountants;
bookkeepers;
software providers; and
other third parties.

Such information may contain inaccuracies, omissions, delays, or outdated information. Unless expressly included within the applicable Professional Service, Taxley has no duty to independently verify such information.

No Duty to Discover Matters Outside Scope. Unless expressly included within the applicable Professional Service, Taxley has no duty to discover, identify, investigate, verify, report, or advise regarding:

tax matters;
liabilities;
deficiencies;
filing or payment failures;
legal concerns;
operational risks;
financial issues;
compliance failures; or
other matters

that are outside the accepted scope of the engagement or not reasonably apparent from the information provided to Taxley.

The absence of discussion, findings, recommendations, comments, or analysis regarding any matter does not constitute a determination that the matter does not exist, is immaterial, or does not require attention.

10. Scope Expansion

The scope of any Service is defined exclusively by the applicable registration form, proposal, invoice, engagement agreement, Service-Specific Terms, or other written document issued by Taxley.

Client requests, newly discovered information, changed circumstances, additional entities, additional locations, additional tax matters, expanded objectives, or additional work requirements may increase the scope of Services originally contemplated.

Taxley may determine, in its sole discretion, whether such matters fall within the original scope of the Service.

Taxley may also determine that the additional matter requires a separate Professional Services engagement rather than an expansion of the existing engagement.

Additional or expanded scope may require:

additional fees;
revised timelines;
supplemental agreements;
a separate engagement.

Taxley is under no obligation to perform work outside the original scope without a separate written agreement.

11. No Ongoing Monitoring Obligation

Except to the extent expressly included within the applicable Professional Service, Taxley has no continuing duty to monitor tax accounts, business operations, financial activity, compliance, implementation, notices, deadlines, filings, communications from Taxing Authorities, or other matters after completion of the applicable engagement.

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.

Recommendations Based on Existing Facts and Conditions. Recommendations, findings, analyses, roadmaps, strategies, implementation guidance, and other work product are based upon facts, circumstances, laws, regulations, policies, procedures, and conditions existing at the time such information is provided.

Taxley has no obligation to update, revise, supplement, reaffirm, or reissue prior recommendations after delivery unless expressly engaged to do so in writing.

Changes in laws, regulations, agency procedures, market conditions, business operations, financial circumstances, ownership structure, compliance status, or other factors may affect the continuing applicability of prior recommendations.

Continued communications between Taxley and the Client after completion of an engagement do not, by themselves, create a new engagement or extend any previously completed Professional Service unless Taxley expressly agrees in writing.

12. Engagement Completion

Completion, expiration, cancellation, nonrenewal, withdrawal, and termination of a Professional Service are governed by the applicable Service-Specific Terms and Engagement Materials.

Unless the applicable Service-Specific Terms expressly provide otherwise, completion or closure of a Professional Service may result in:

the end of Taxley’s substantive service obligations;
expiration of unused participation rights or benefits;
withdrawal or expiration of applicable Taxpayer Authorizations;
limitation or termination of Account or Shared Workspace access;
cessation of monitoring, oversight, representation, or communications;
responsibility returning solely to the Client for future action, deadlines, filings, payments, notices, and compliance; and
additional work requiring a new or revised engagement and additional fees.

Completion of a Professional Service does not require Taxley to:

achieve the Client’s preferred result;
continue providing Services after the agreed scope or service period ends;
provide additional meetings or deliverables;
update previously delivered advice or recommendations;
continue monitoring matters outside another active Professional Service; or
perform work not included within the accepted scope.

Any additional work requested after completion may require a separate engagement and additional fees.

12.1 Completion Based Upon Available Information. Taxley may complete a Service using the information available at the time of analysis, review, or delivery.

Client failure to provide requested information, documentation, authorizations, responses, scheduling availability, or participation does not obligate Taxley to delay completion indefinitely.

Where Client delay, non-responsiveness, incomplete disclosure, or failure to participate prevents full completion of a Service, Taxley may:

complete the Service based on available information;
issue written findings in lieu of a live review;
limit recommendations to available facts;
close the engagement as complete.

Such completion constitutes full performance of Taxley’s obligations under the applicable Service.

Closure or completion of an engagement does not affect any payment obligations, surviving obligations, or provisions that expressly survive under these Terms of Engagement.

13. Notice of Concern; Opportunity to Cure

If Client believes Taxley has failed to perform a Service as agreed, materially failed to perform the applicable Professional Services in accordance with the governing Engagement Materials, 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.

Before initiating arbitration or litigation concerning an ordinary performance dispute, the Client must provide the notice described in this Section and allow Taxley thirty days to investigate and respond.

This Section does not prevent or delay:

a good-faith report to a governmental, regulatory, professional, or law-enforcement authority;
truthful or legally protected speech;
a report of unauthorized use of a payment method;
action required to preserve a legal, administrative, or Taxing Authority deadline;
a request for emergency injunctive or equitable relief; or
the exercise of a right that applicable law does not permit the parties to waive or delay.

The parties acknowledge that many concerns can be resolved through clarification, additional information, corrective action, or other good-faith efforts. The notice-and-opportunity-to-cure process is intended to encourage prompt resolution before formal dispute proceedings.

A notice satisfying this Section also satisfies the informal-resolution notice requirement in the Terms of Use with respect to the same dispute, and the applicable thirty-day periods run concurrently rather than consecutively.

14. Client Duty to Mitigate

Client acknowledges that delays, penalties, enforcement actions, missed opportunities, increased costs, compliance failures, business disruptions, and other damages may worsen if corrective action is not taken promptly.

Client agrees to take reasonable steps, including cooperating with Taxley where appropriate, to mitigate potential damages and losses and shall not intentionally delay action, withhold information, refuse cooperation, or otherwise allow damages to accumulate for the purpose of increasing a claim against Taxley.

Taxley shall not be responsible for damages that could have been reasonably avoided through timely action by the Client.

15. Limitation of Liability

To the fullest extent permitted by applicable law, Taxley’s total aggregate liability arising out of or relating to a particular Professional Service shall not exceed the total professional fees actually paid to Taxley for the specific Professional Service giving rise to the claim.

This limitation applies regardless of:

the number of claims;
the number of legal theories asserted;
the number of Clients;
the number of Financially Responsible Parties;
the number of Covered Taxpayers;
the number of proceedings; or
the form of relief requested.

Taxley shall not be liable for indirect, incidental, consequential, exemplary, punitive, special, or speculative damages, including lost profits, lost business opportunities, diminished business value, loss of goodwill, interruption of business, or similar damages, to the fullest extent permitted by applicable law.

Nothing in this Section limits liability that applicable law prohibits the parties from limiting.

16. Technology; Communications; Service Delivery

Taxley may deliver Services through meetings, telephone, video conference, client portals, electronic communications, digital platforms, secure document exchange, or other methods selected by Taxley.

Client is responsible for maintaining the equipment, software, internet connectivity, authentication methods, and access reasonably necessary to participate in the applicable Services.

Taxley may modify communication methods, meeting platforms, technology providers, scheduling methods, operational processes, workflows, or delivery methods as reasonably necessary to operate the Services, provided the applicable Professional Service is not materially reduced.

17. Secure Communications; Service-Specific Protocols

17.1 Communication Systems. Taxley utilizes secure electronic systems, including client portals, encrypted communication platforms, and other designated technology systems, for delivery of Professional Services where applicable.

Communication protocols, document-exchange requirements, response deadlines, required communication channels, and operational procedures vary depending upon the applicable Professional Service and are governed by the applicable Engagement Materials and Service-Specific Terms.

Where a Service-Specific agreement requires use of a designated client portal or communication platform, such use is mandatory.

The designated client portal or communication platform serves as the primary method for document exchange, information requests, task completion, notices, approvals, and other Service-related communications. Taxley may, but is not obligated to, duplicate communications through email, telephone, text message, mail, or other communication methods.

17.2 Approved Communication Channels. Taxley may rely upon communications, approvals, authorizations, instructions, and other submissions received through designated communication channels unless Taxley has reason to believe they are unauthorized.

Documents, information, authorizations, approvals, signatures, requests, responses, or other communications submitted outside Taxley’s designated portal or another approved communication channel without Taxley’s prior written authorization may be treated as not received, not submitted, and not effective until properly submitted through the required system or otherwise accepted by Taxley in writing.

Failure to utilize required communication channels may result in delays, suspension of Services, strategic disadvantage, service limitations, or termination of Services where permitted under the applicable Engagement Materials or Service-Specific Terms.

17.3 Client Communication Responsibilities. Client is responsible for:

maintaining access to required Accounts, Shared Workspaces, client portals, authentication methods, and designated communication systems;
monitoring portal communications and notices;
completing assigned tasks;
reviewing requests for information;
responding to Taxley’s communications in a timely manner; and
maintaining current contact information.

Taxley is not responsible for delays, strategic disadvantages, missed opportunities, enforcement consequences, service limitations, or other outcomes resulting from the Client’s failure to utilize required communication systems or maintain access to them.

17.4 Response Times. Unless Taxley expressly provides a different deadline in writing, Clients are expected to respond to Taxley’s requests for information, documentation, approvals, authorizations, scheduling, or other engagement-related matters within two (2) business days whenever reasonably possible.

Taxley generally responds to routine Client communications within two (2) business days. Response times may vary based upon workload, business closures, holidays, staffing, the nature or urgency of the matter, applicable deadlines, and other operational circumstances.

Nothing in this Section creates an obligation for Taxley to provide immediate responses, continuous availability, after-hours support, weekend support, holiday support, or emergency support unless Taxley has expressly agreed otherwise in writing.

17.5 Electronic Communication Risks. Client acknowledges that email, fax, standard mail, text messaging, and external electronic communication systems may involve inherent security risks.

Taxley shall not be liable for cybersecurity incidents, data breaches, interception, delay, misdirection, or other security events arising from the Client’s voluntary use of unsecured or non-designated communication methods.

Taxley has no duty to monitor communications sent through channels that Taxley has not designated or approved for the applicable engagement.

18. Recording; Artificial Intelligence; Capture of Services

Unless Taxley expressly authorizes otherwise in writing, you may not:

record, audio-record, photograph, screenshot, screen-record, video-record, reproduce, or otherwise capture any workshop, Member session, Roundtable, collaborative program, group event, or other multi-participant Service;
use artificial-intelligence recording, transcription, meeting-assistant, screen-capture, monitoring, or note-taking technologies during any workshop, Member session, Roundtable, collaborative program, group event, or other multi-participant Service; or
distribute, publish, disclose, or otherwise share any unauthorized recording, transcript, summary, image, screenshot, captured content, or material generated from the Services.

This restriction does not prohibit ordinary personal handwritten or typed notes that do not involve recording, automated transcription, artificial-intelligence capture, or another prohibited technology.

For a private meeting involving Taxley and only the applicable Client, Jointly Represented Clients, or other participants expressly authorized by Taxley, the Client may use a personal artificial-intelligence note-taking or transcription technology only if:

the Client discloses the technology’s use to Taxley before or at the beginning of the meeting;
Taxley does not object to its use;
its use complies with applicable law;
no unauthorized person is given access to the meeting or resulting information; and
the resulting recording, transcript, summary, notes, or other materials are used solely for the Client’s own affairs relating to the applicable engagement.

Taxley may prohibit or discontinue use of any recording, transcription, artificial-intelligence, or note-taking technology when Taxley reasonably determines that its use presents confidentiality, privacy, security, legal, professional, intellectual-property, or operational concerns.

The Client is solely responsible for the selection, configuration, security, storage, use, disclosure, and deletion of any technology or materials permitted under this Section. Taxley is not responsible for the accuracy, completeness, security, confidentiality, retention practices, output, or conduct of a technology selected or operated by the Client.

Permission to use a technology during a private meeting does not authorize the Client to:

publish or distribute the meeting or resulting materials;
provide access to an unauthorized person;
use the meeting or resulting materials for training, commercial, competitive, or unrelated purposes;
upload Taxley’s proprietary materials into a system for model training, product development, redistribution, or creation of derivative services; or
record or capture any group-based Service.

Taxley may record, transcribe, summarize, or otherwise document meetings, consultations, calls, workshops, Roundtables, or other communications for:

documentation;
quality assurance;
security;
compliance;
training;
internal operations;
dispute resolution; and
service-delivery purposes consistent with the Privacy Policy.

Where notice or consent is required by applicable law, Taxley will provide or obtain the required notice or consent through an appropriate process.

Unauthorized recording, capture, transcription, distribution, disclosure, or use of prohibited technologies constitutes a material breach of these Terms of Engagement and may result in suspension or termination of Services, revocation of access, and any other remedies available under these Terms of Engagement, the Terms of Use, applicable Service-Specific Terms, or applicable law.

19. Confidentiality; Privacy; Authorized Disclosures

Taxley recognizes that Professional Services frequently involve confidential business, financial, tax, identity, and Personal Information.

Taxley collects, uses, retains, protects, and discloses Personal Information as described in the Privacy Policy and applicable law.

Except as authorized by the applicable Client or taxpayer, permitted by a valid Taxpayer Authorization, reasonably necessary to provide Services through Taxley’s service providers, or otherwise permitted or required by law, Taxley will not intentionally disclose confidential Client information to an unrelated third party.

Taxley may disclose Personal Information to service providers supporting Taxley’s authorized operations, including providers supporting:

technology and communications;
client portals and document exchange;
payment processing and accounting;
transcription, recording, and artificial-intelligence tools;
tax-transcript and professional workflow systems;
information security;
insurance and risk management; and
other operational functions described in the Privacy Policy.

Taxley may also use aggregated, de-identified, or anonymized operational information for internal quality improvement, workflow optimization, service development, training, risk management, and operational analytics, provided such information does not identify an individual Client except as permitted by applicable law.

Taxley may disclose information to an attorney, accountant, tax professional, payroll provider, financial professional, consultant, lender, or other outside professional when:

the applicable Client or taxpayer provides written authorization;
the recipient possesses independent lawful authority to receive the information;
disclosure is authorized by a valid Taxpayer Authorization; or
disclosure is otherwise permitted or required by law.

Taxley may also disclose information to Taxing Authorities, courts, regulators, governmental agencies, law-enforcement authorities, insurers, auditors, or legal counsel when authorized, legally required, reasonably necessary to provide authorized Professional Services, or reasonably necessary to protect Taxley’s legal rights.

When multiple Clients participate within the same accepted engagement, Taxley may reasonably share information among those Clients to the extent reasonably necessary to administer the engagement unless Taxley has expressly agreed otherwise in writing or applicable law requires otherwise.

Nothing in these Terms creates attorney-client privilege or any confidentiality protection beyond that provided by applicable law and Taxley’s professional obligations.

20. Confidentiality; Collaboration; Shared Environments

Certain Services may include meetings, Roundtables, workshops, Shared Workspaces, collaboration environments, discussion forums, group communications, or other settings in which Clients, Members, participants, or Authorized Users interact.

You agree to:

respect the privacy and confidentiality of other participants;
protect confidential business, financial, tax, and personal information shared by others;
use information obtained through collaborative environments only for its intended purpose; and
comply with any participation standards, acceptable-use requirements, or operational procedures established by Taxley.

Without Taxley’s prior written authorization, you may not:

solicit or recruit participants;
advertise or promote products or services;
collect contact information for commercial purposes;
use collaborative environments for unauthorized business activities; or
misuse or exploit information obtained through the Services.

Taxley may:

establish participation standards;
moderate collaborative environments;
remove content;
restrict participation;
suspend or terminate access; or
take other reasonable actions necessary to protect the Services, participants, or Taxley’s legitimate interests.

Although Taxley may take reasonable steps to promote a professional environment, Taxley is not responsible for the acts, omissions, statements, disclosures, or conduct of third parties.

The confidentiality obligations in this Section survive completion or termination of the applicable Services.

21. Intellectual Property

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 the Client’s own personal, tax, financial, professional, or internal business purposes related to the applicable engagement.

You may not:

share access or credentials except through a Shared Workspace or other access arrangement expressly authorized by Taxley;
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.

Client retains ownership of all documents, records, financial information, tax information, business information, and other materials provided to Taxley in connection with the Professional Services. Except as provided in these Terms of Engagement, the Privacy Policy, or applicable law, Taxley acquires no ownership interest in Client-provided materials solely because they are submitted or used in connection with an engagement.

Taxley’s internal notes, drafts, research, methodologies, quality-control materials, strategy deliberations, administrative records, and internal workpapers are not Client deliverables unless Taxley expressly agrees otherwise or applicable law requires disclosure.

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

22. Payments

Payment obligations are established by the applicable Engagement Materials. If none is provided, fees are due in full at purchase.

A Client or Financially Responsible Party must first submit a good-faith billing concern to Taxley through Taxley’s designated process before initiating a chargeback or payment dispute, when reasonably practicable.

This requirement does not prohibit reporting unauthorized use of a payment method or exercising rights that cannot lawfully be waived.

A chargeback, reversal, or payment dispute does not, by itself:

cancel the engagement;
establish that the charge was invalid;
eliminate the underlying contractual obligation;
create a refund right; or
prevent Taxley from pursuing amounts lawfully due.

An installment arrangement is a payment convenience unless the applicable Service-Specific Terms expressly provide otherwise. It does not divide the engagement into separately purchased portions or permit cancellation of the remaining amount merely because Services are suspended or terminated.

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

23. Fees; Refunds; Reserved Professional Capacity

Unless expressly required by applicable law or expressly provided in the applicable Engagement Materials or Service-Specific Terms, all fees paid to Taxley are non-refundable.

Taxley allocates professional capacity in reliance upon each accepted engagement. Fees compensate Taxley for reserving professional capacity and maintaining:

professional time;
scheduling availability;
staffing resources;
administrative support;
technology resources;
analytical resources;
engagement infrastructure; and
access to Taxley’s professional expertise.

Fees are not based solely upon:

hours worked;
meetings attended;
documents reviewed;
deliverables produced;
Client participation;
implementation completed;
Client satisfaction; or
outcomes achieved.

Once an engagement begins, Taxley’s reserved professional capacity is considered committed regardless of whether the Client:

participates fully;
responds to requests;
provides requested information or documentation;
completes required authorizations;
schedules or attends meetings;
implements recommendations; or
otherwise utilizes the Services.

Client delay, cancellation, non-participation, underutilization of Services, failure to provide requested information, or failure to complete required authorizations does not create any right to:

a refund;
a credit;
a fee reduction;
an extension;
an offset; or
a transfer,

unless expressly provided in the applicable Engagement Materials, Service-Specific Terms, or required by applicable law.

Where Taxley approves a refund, or a refund is required by applicable law, the refund will be administered in accordance with the applicable Engagement Materials or Service-Specific Terms.

Unless prohibited by applicable law or the refund results solely from Taxley’s billing or processing error, approved refunds may be subject to a ten percent (10%) administrative fee. The administrative fee is intended to help offset the costs associated with processing, administering, and closing the engagement and will be deducted from the amount otherwise refundable.

The administrative fee does not apply when Taxley declines a requested engagement before accepting it and before beginning Professional Services.

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

Taxley may decline an engagement, refuse or discontinue Services, suspend work, suspend or restrict Account access, remove a participant, or terminate an engagement, where permitted by law, including because of:

nonpayment;
recording or AI capture;
confidentiality breaches;
unauthorized 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;
failure to provide required information or authorizations;
Taxley determines that continued representation or continued Services would violate applicable law, professional standards, or ethical obligations.

Taxley will provide reasonable notice and an opportunity to cure when reasonably practicable and professionally appropriate.

Taxley may act immediately when necessary because of:

nonpayment;
an impending deadline;
fraud or material misrepresentation;
unlawful or professionally improper instructions;
a conflict of interest;
loss of authority;
security or safety concerns;
abusive or threatening conduct; or
another circumstance requiring prompt action.

Suspension, removal, withdrawal, or termination does not automatically create a refund and does not eliminate fees or other amounts already earned or lawfully due. Any remaining payment obligation is determined under the applicable Engagement Materials and Service-Specific Terms and will remain due.

25. Good-Faith Communications

The parties agree to make good-faith efforts to resolve concerns directly before making public statements that they know or reasonably should know are false or misleading.

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

Nothing in these Terms of Engagement restricts truthful statements, legally protected speech, good-faith reports to regulators or government agencies, testimony required by law, or statements otherwise protected by applicable law.

26. 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.

Unless Taxley expressly agrees otherwise in writing, no report, recommendation, communication, analysis, work product, or other Service is prepared for the benefit of any third party.

27. 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.

Such events may include, without limitation:

acts of God;
severe weather or natural disasters;
fire;
flood;
epidemic or pandemic;
public health emergencies;
war;
terrorism;
civil unrest;
governmental action or restrictions;
labor disputes or work stoppages;
utility failures;
power outages;
internet or telecommunications failures;
cloud-service or hosting-provider failures;
software, platform, or vendor outages;
ransomware events;
cybersecurity incidents;
failures of Taxing Authority systems or services;
postal or delivery interruptions; or
any other event beyond Taxley’s reasonable control.

During the affected period, Taxley’s obligations will be suspended only to the extent reasonably affected by the event. Taxley will use commercially reasonable efforts to resume performance as soon as reasonably practicable if continued performance remains reasonably feasible.

Nothing in this Section modifies or limits the limitation of liability contained in Section 15 of these Terms of Engagement, any more specific limitation contained in applicable Service-Specific Terms, or any disclaimer, indemnification, dispute-resolution, arbitration, governing-law, or other applicable legal provision contained in the Terms of Use.

28. Electronic Communications; Notices

Taxley may provide notices, requests, approvals, reminders, invoices, engagement communications, and other communications through one or more of the following:

email;
client portal;
Shared Workspace;
text message;
telephone;
video conference;
electronic signature platform; or
another communication method designated by Taxley.

Routine electronic communications are deemed delivered when transmitted to the most recent email address, telephone number, Account, portal, or Shared Workspace information provided or maintained by the Client, unless Taxley receives notice that delivery failed.

Legal notices and notices relating to arbitration, claims, governing law, or formal disputes are governed by the notice requirements in the Terms of Use.

A telephone call or video conference is not deemed a formal legal notice merely because the subject was discussed orally.

29. Record Retention

Taxley may retain engagement records, communications, taxpayer authorizations, work product, payment records, business records, and other information for periods determined appropriate by Taxley, subject to:

applicable law;
professional standards;
Taxing Authority requirements;
regulatory obligations;
contractual obligations;
litigation holds;
dispute-resolution needs;
security and risk-management requirements; and
other legitimate business purposes.

After the applicable retention period, Taxley may:

destroy;
delete;
anonymize;
de-identify;
archive; or
otherwise dispose of records,

without further notice, unless applicable law requires otherwise.

Taxley has no obligation to retain records indefinitely or to provide copies of records after they have been lawfully destroyed or otherwise disposed of in accordance with this Section.

30. Assignment

Client may not assign, transfer, delegate, or otherwise convey any rights or obligations arising under these Terms of Engagement or an applicable engagement without Taxley’s prior written consent.

Any attempted assignment or transfer in violation of this Section is void unless Taxley expressly agrees otherwise in writing.

Taxley may assign or transfer its rights or obligations under these Terms of Engagement:

in connection with a merger;
acquisition;
reorganization;
financing transaction;
sale or transfer of assets;
change of control;
successor organization; or
another lawful business transaction.

Any permitted successor or assignee will be entitled to enforce these Terms of Engagement to the same extent as Taxley.

This Section governs only the assignment of Professional Services engagements. Any assignment, successor rights, merger, acquisition, or transfer provisions applicable generally to Taxley’s websites, Accounts, intellectual property, or legal rights remain governed by the Terms of Use to the extent applicable.

31. Financial Responsibility

Each Financially Responsible Party is responsible for the payment obligations expressly accepted through the applicable Engagement Materials, Service-Specific Terms, or another written acceptance approved by Taxley.

When more than one Financially Responsible Party accepts responsibility for the same engagement, each Financially Responsible Party is jointly and severally liable for the payment obligations accepted unless Taxley expressly agrees otherwise in writing.

Taxley may pursue payment from any one or more Financially Responsible Parties without first pursuing another Financially Responsible Party.

Separation, divorce, dissolution, changes in ownership, changes in management, withdrawal from participation, termination of representation of another Client, or disputes among Clients or owners do not, by themselves, modify or eliminate payment obligations previously accepted.

A person does not become personally liable for another person’s obligations merely because that person:

is married to a Client;
serves as Primary Contact;
accesses a Shared Workspace;
signs a Taxpayer Authorization;
owns or manages an entity;
possesses authority to act for an entity; or
benefits from the Services.

Personal liability arises only through these Terms of Engagement, an applicable Personal Guaranty, the applicable Engagement Materials, or another written agreement accepted by Taxley.

For Taxley Oversight & Guidance, the applicable Membership Terms govern the allocation of financial responsibility among the Primary Member, enrolling entity, Jointly Filing Spouse, Leadership Member, and other participants, as well as the effects of separation, divorce, participant removal, Shared Workspace access changes, and Membership-specific add-ons.

32. Personal Guaranty

When a business entity enters into an engagement with Taxley, the individual accepting the Engagement Materials on behalf of that entity may also be required, as provided in the applicable Engagement Materials or Service-Specific Terms, to personally guarantee some or all payment obligations.

Where a Personal Guaranty is required and accepted:

the guaranty is personal, unconditional, and continuing;
the guarantor is jointly and severally liable for the guaranteed obligations;
the guaranty applies only to the obligations identified in the applicable Engagement Materials; and
the guaranty survives completion or termination of the applicable engagement until the guaranteed obligations have been satisfied.

No Personal Guaranty is created unless expressly accepted through the applicable Engagement Materials or another written agreement approved by Taxley.

33. Contractual Limitation Period

To the fullest extent permitted by applicable law, any claim, cause of action, arbitration demand, or other legal proceeding arising out of or relating to these Terms of Engagement, the applicable Professional Services, the applicable Engagement Materials, or any act or omission by Taxley in connection with the Professional Services must be commenced no later than twenty-four (24) months after the earlier of:

completion of the applicable Professional Service;
termination of the applicable engagement; or
Taxley’s last substantive Professional Service performed under the applicable engagement.

Any claim not commenced within the applicable contractual limitation period is permanently barred to the fullest extent permitted by applicable law.

This Section supplements, and does not modify, the dispute-resolution, arbitration, governing-law, venue, indemnification, class-action waiver, jury-trial waiver, or other applicable legal provisions contained in the Terms of Use. It also does not modify the limitation of liability contained in Section 15 of these Terms of Engagement or any more specific limitation contained in applicable Service-Specific Terms.

34. Survival

The provisions of these Terms of Engagement that by their nature should survive completion, suspension, cancellation, expiration, or termination of an engagement remain enforceable, including, without limitation:

payment obligations;
financial-responsibility and joint-and-several-liability provisions;
Personal Guaranty obligations;
refund and reserved-capacity provisions;
confidentiality obligations;
privacy obligations;
recording and artificial-intelligence restrictions;
intellectual-property rights;
permitted use of Taxley materials;
record-retention provisions;
notice-and-opportunity-to-cure provisions;
contractual limitation period;
dispute resolution provisions incorporated through the Terms of Use;
limitation of liability provisions contained in these Terms of Engagement and any more specific limitation contained in applicable Service-Specific Terms;
indemnification obligations incorporated through the Terms of Use; and
any other provision that by its nature is intended to survive.

35. No Waiver

Taxley’s failure or delay in exercising any right, remedy, or provision under these Terms of Engagement or any applicable Professional Service does not constitute a waiver of:

that right or provision;
any prior breach;
any concurrent breach; or
any future breach.

Any waiver must:

be in writing; and
be signed by an authorized representative of Taxley.

This Section supplements, and does not replace, any waiver, enforcement, remedies, or related legal provisions contained in the Terms of Use. To the extent those provisions apply to the Professional Services relationship, they are incorporated into these Terms of Engagement by reference.

36. Severability

If any provision of these Terms of Engagement is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the fullest extent permitted by applicable law, and the remaining provisions will remain in full force and effect.

To the extent reasonably possible, any invalid or unenforceable provision will be interpreted or modified to most closely reflect the parties’ original intent while remaining enforceable.

37. Entire Agreement; Acceptance

These Terms of Engagement, together with the following documents, constitute the complete agreement governing the applicable engagement:

the Terms of Use;
the Privacy Policy;
the applicable Service-Specific Terms;
the applicable Engagement Materials; and
any written amendment executed by Taxley.

These documents are intended to be interpreted together. If a conflict exists, the order of precedence established in these Terms of Engagement governs unless the applicable document expressly provides otherwise.

No oral statement, prior discussion, marketing material, consultation, email, text message, course of dealing, or informal communication modifies these Terms unless the modification is expressly approved in writing by an authorized representative of Taxley.

Electronic acceptance, including checking a box, submitting an acceptance form, electronically signing, completing checkout after being presented with the applicable terms, providing payment authorization through a process that presents the applicable terms, acknowledging the applicable terms through an Account or portal, or otherwise affirmatively accepting Engagement Materials through Taxley’s designated systems, constitutes legally binding acceptance of these Terms of Engagement and the documents incorporated by reference.