Master Terms and Conditions – Services
Master Terms and Conditions– Services
Urban Nonprofit Tax Solutions, LLC
This Master Terms and Conditions Agreement (“Terms and Conditions” or “Terms”) describes the standard terms and conditions applicable to all services provided by Urban Nonprofit Tax Solutions, LLC, its agents, employees, associates, or managers (collectively, “UNTS”). The Schedule of Services attached thereto are expressly incorporated herein by reference. These Terms are entered into between UNTS and the undersigned client (“Client”), who are each referred to as a “Party” and collectively referred to as the “Parties.” To the extent of any inconsistency between these Terms and Conditions and the Schedule of Services, the Terms and Conditions shall control. The Parties agree that these Terms and Conditions shall govern the relationship of the Parties. Client consents to electronic delivery of such Terms and Conditions, and upon ordering, receiving, or continuing to use UNTS’s services, Client accepts, assents, and agrees to be bound by them.
The Parties, intending to be legally bound, agree as follows:
1. Services
UNTS will provide the tax preparation, tax advisory, tax controversy, representation, and other professional services expressly described in the applicable Schedule of Services or otherwise agreed by UNTS in writing (the “Services“).
Unless expressly included in the applicable Schedule of Services, the Services do not include legal services, legal advice, investment advice, insurance advice, valuation services, attest services, audit or assurance services, litigation support, expert testimony, bankruptcy advice, or complex international tax planning.
UNTS may use reasonable professional judgment in determining how to perform the Services and may decline any instruction, filing position, or request that UNTS believes would violate applicable law, Treasury Department Circular 230, ethical requirements, or professional standards.
2. Reliance on Client Information
Client will provide complete, accurate, and timely information, records, explanations, and supporting documentation reasonably requested by UNTS. UNTS may rely on information provided by Client or Client’s representatives without independent verification unless UNTS knows the information is incorrect or incomplete.
UNTS is not responsible for errors, penalties, interest, delays, missed opportunities, or other consequences arising from incomplete, inaccurate, misleading, or untimely information provided by Client.
Client remains solely responsible for reviewing all returns, elections, filings, correspondence, and other deliverables before submission or use and for approving the final substantive content of any filing.
3. Client Responsibilities
Client will:
- timely provide all requested information and documentation;
- promptly notify UNTS of any communications from taxing authorities relevant to the Services;
- timely sign all required authorizations, consents, e-file forms, and powers of attorney;
- maintain records sufficient to substantiate all tax reporting positions;
- timely pay all taxes, interest, penalties, governmental charges, and invoices due; and
- cooperate in good faith with UNTS in connection with the Services.
Client represents that engaging UNTS and receiving the Services will not violate any other agreement or legal obligation applicable to Client.
Further, Client agrees that Client is solely responsible for maintaining adequate documentation to substantiate the accuracy and completeness of Client’s tax returns, and any other tax document or filing, as required under applicable laws and regulations.
4. Bookkeeping Assistance and Recommendations
Unless otherwise agreed, bookkeeping is not in the scope of Services. However, In the event that UNTS deems it necessary, in UNTS’s sole discretion, to provide Client with bookkeeping assistance in order to accomplish the requested Services, UNTS reserves the right to apply additional charges to such bookkeeping assistance, and Client agrees to pay such additional charges if such bookkeeping assistance is required or requested.
UNTS may propose adjusting or correcting journal entries to be reviewed and approved by Client. However, UNTS will not audit or otherwise verify the data Client submits, although it may be necessary to ask Client for clarification of some of the information submitted by Client.
Further, in relation to providing the Services, UNTS may, in its sole discretion, provide advice and recommendations to assist Client’s management in performing its functions and making decisions; provided, however, that UNTS makes no representations or warranties as to any such advice, and Client hereby agrees to accept or reject any such advice at its sole discretion and at its own risk.
5. Fees, Billing, and Payment
Client will pay UNTS the fees and charges set out in the applicable Schedule of Services or, if none are specified, UNTS’s then-current standard rates. Fees may be charged on a flat-fee, hourly, retainer, per-return, subscription, project, or other basis.
Unless otherwise stated in the applicable Schedule of Services, UNTS’s invoices shall be due and payable upon receipt. Interest shall accrue thirty (30) days after the date of the invoice at the lesser of the rate of 1.5% per month or the maximum amount allowable by law.
Certain matters, particularly those involving a high demand of UNTS’s resources, may require a retainer amount. UNTS reserves the right, upon written notice to Client, to require full or partial payment in advance for any Services, including as a condition to commencing Services, continuing Services, releasing deliverables, filing returns or other submissions, or undertaking representation before any taxing authority. If Client does not timely make any required advance payment, UNTS may suspend performance or decline to begin or continue the affected Services without liability to Client.
Client will reimburse UNTS for incidental costs and expenses, including but not limited to copying, shipping, mailing, document filing fees, and governmental fees. Copies of all receipts for expenses greater than $50 will be provided upon request. Client shall further reimburse UNTS for reasonable travel and out-of-pocket expenses incurred while performing services for Client under these Terms, including, but not limited to, (pre-approved) economy class airfare, accommodations, meals, mileage reimbursement at UNTS’s standard rate for use of a personal car, rental cars, courier expenses, telephone, fax. and software or vendor pass-through charges where applicable.
If Client fails to timely pay any undisputed amount, UNTS may suspend or terminate the Services, require advance payment, decline to release deliverables to the extent permitted by law, or withdraw from representation or engagement.
If Client disputes any invoice, Client must notify UNTS in writing within fifteen (15) days after receipt, specifying the basis for the dispute in reasonable detail. Amounts not timely disputed are deemed accepted. The Parties will work in good faith to resolve any timely invoice dispute, and Client will timely pay all undisputed amounts.
6. Deadlines and Extensions
UNTS will use reasonable efforts to meet known filing deadlines based on information timely provided by Client. Client acknowledges that UNTS’s ability to meet any deadline depends on Client’s prompt cooperation and timely delivery of complete information.
If Client does not provide required information sufficiently in advance of a filing deadline, UNTS may file an extension where available, decline to file, or withdraw from the affected engagement. UNTS is not responsible for missed deadlines caused by Client’s delay, incomplete information, technology failures outside UNTS’s reasonable control, or force majeure events.
7. Tax Positions and No Guarantee of Outcome
Tax law involves judgment, interpretation, and uncertainty. UNTS may advise Client on available tax positions, elections, methods, and alternatives, but UNTS shall ultimately follow the position requested by Client, provided it is consistent with UNTS’s understanding of the Internal Revenue Code (“IRC”), tax regulations, Revenue Rulings, Revenue Procedures, Private Letter Rulings and court cases. Client is responsible for final decisions regarding substantive tax reporting positions unless applicable law provides otherwise.
UNTS does not guarantee any tax result, refund, deduction, credit, audit outcome, controversy resolution, settlement, penalty abatement, or other specific outcome. Any estimate, forecast, or projection is a good-faith estimate only and not a commitment.
8. Representation Before Tax Authorities
If the Services include representation before the Internal Revenue Service or another taxing authority, Client will execute any required power of attorney, tax information authorization, or other authorization document.
UNTS’s authority is limited to the scope of the executed authorization and applicable law. Client remains responsible for factual accuracy, strategic decisions, settlement approvals, payment decisions, and compliance actions.
9. Confidentiality and Federally Authorized Privilege
a. Confidentiality. UNTS will keep Client’s non-public information confidential and will not disclose it except as permitted by these Terms, the applicable Schedule of Services, professional standards, or law.
UNTS may disclose Client information to UNTS’s personnel, contractors, affiliates, software providers, cloud service providers, professional advisers, insurers, peer reviewers, and other service providers or advisers who have a need to know the information in connection with the Services and who are subject to confidentiality obligations or duties.
UNTS may also disclose Client information if required by subpoena, court order, law, regulation, professional standards, insurance requirements, ethics consultation, or a request or rule of a tax authority, and may do so without prior notice to Client where notice is not legally permitted or reasonably practicable.
Client acknowledges that Client may, within the time permitted for UNTS to respond to any request, initiate such legal action as Client deems appropriate, at Client’s sole expense, to attempt to limit discovery. Client agrees that if Client takes no such action within the time permitted for UNTS to respond to such an inquiry, or if Client’s action does not result in a judicial order protecting UNTS from supplying requested information, UNTS may construe Client’s inaction or failure as consent to comply with the request.
If UNTS is not a party to the proceeding in which the information is sought, Client agrees to reimburse UNTS for professional time and expenses, as well as the fees and expenses of UNTS’s legal counsel, incurred in responding to such requests. This paragraph will in all respects survive termination of these Terms.
b. Federally Authorized Privilege. Internal Revenue Code §7525, Confidentiality Privileges Related to Taxpayer Communication, provides a limited confidentiality privilege covering certain tax advice embodied in taxpayer communications with federally authorized tax practitioners in certain limited situations.
Client acknowledges that this privilege is limited in several important respects. For example, this privilege does not apply to Client’s records, which Client is required to retain in support of any tax returns or other filings. In addition, the privilege does not apply to state tax issues, state tax proceedings, private civil litigation proceedings, or criminal proceedings.
UNTS agrees to cooperate with Client with respect to this privilege; however, Client acknowledges that asserting this privilege is Client’s responsibility. Client is aware that inadvertent disclosure of otherwise privileged information may result in a waiver of the privilege. Client agrees to contact UNTS immediately if Client has any questions or requires further information about this EA-client privilege.
10. Electronic Communications and Technology
Client consents to UNTS’s use of email, portals, electronic signatures, cloud-based systems, tax software, artificial intelligence-enabled productivity tools, and other technologies in connection with the Services.
While UNTS will use commercially reasonable safeguards, Client acknowledges that electronic communications and third-party systems may involve risks of interception, delay, corruption, unavailability, or unauthorized access. Unless resulting from UNTS’s gross negligence or willful misconduct, UNTS is not responsible for such risks.
11. Records and Ownership
Client retains ownership of Client’s original records and source documents. Client agrees and acknowledges that Client is solely responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to Client by UNTS. Client acknowledges that professional standards restrict UNTS from being the sole repository of Client’s original data, records, or information.
UNTS retains ownership of UNTS’s working papers, notes, templates, methodologies, internal research, administrative materials, and pre-existing intellectual property.
Subject to Client’s payment of all amounts due, Client may use final deliverables prepared by UNTS solely for Client’s own tax, compliance, and internal business or personal purposes. Client will not distribute, publish, or rely on UNTS’s deliverables for any other purpose or for use by third parties without UNTS’s prior written consent, except as required by law.
UNTS may retain copies of Client materials and work product for compliance, recordkeeping, billing, quality control, legal, insurance, and risk management purposes. Unless a longer period is required by law or internal policy, UNTS may destroy or delete files ten (10) years after completion of the applicable Services or termination of the engagement.
12. Third-Party Providers
UNTS may engage employees, contractors, subcontractors, offshore service providers, and third-party technology vendors to assist in delivering the Services. Client consents to UNTS’s use of those providers, subject to confidentiality obligations and UNTS’s oversight as appropriate.
UNTS is not responsible for the independent acts, errors, outages, or omissions of third-party platforms or providers except to the extent caused by UNTS’s failure to exercise reasonable care in selecting or using them.
13. Termination
Both Parties reserve the right to withdraw from the engagement and terminate these Terms at any time and for any reason. In the event of such termination or withdrawal, Client understands and agrees that UNTS will not complete any services additional to those that were already completed prior to such termination or withdrawal. In the event of such termination or withdrawal, Client agrees that UNTS is not responsible for Client’s failure to meet governmental and other deadlines, or for any liability, including but not limited to, penalties or interest that may be assessed against Client resulting from Client’s failure to meet such deadlines.
If these Terms are terminated before services are completed, Client agrees to compensate UNTS for the services performed and expenses incurred through the effective date of termination.
On termination or expiration of these Terms:
Client will pay all fees, costs, and expenses incurred through the termination date, and UNTS will have no obligation to continue work, monitor deadlines, or update prior advice unless the Parties agree otherwise in writing; and
all other rights and obligations of the Parties shall automatically terminate (under each the Terms and applicable Schedule of Services) except for any right of action occurring prior to termination or expiration and payment obligations and other terms and conditions that expressly or by implication are intended to survive termination or expiration (including any that pertain to limitation of liability, indemnity, representations and warranties, title, and confidentiality and including Section 9, 11, 15, and 16 hereof).
14. Disclaimer of Legal and Other Professional Advice
UNTS is not acting as Client’s attorney, investment adviser, insurance adviser, broker, fiduciary, or auditor. If Client needs legal advice, investment advice, valuation services, or other specialized professional services, Client should engage qualified professionals in those areas.
UNTS assumes no responsibility to respond to any request from banks, mortgage brokers, or other third parties for verification of any information reported on any Client tax returns or other filings without a written agreement.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNTS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY CLIENT TO UNTS FOR THE SPECIFIC MATTER GIVING RISE TO THE CLAIM DURING THE SIX (6)-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNTS WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR LOST PROFITS DAMAGES, OR FOR LOSS OF GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
CLIENT AGREES TO HOLD HARMLESS UNTS AND ITS PRINCIPALS, SHAREHOLDERS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS OR ASSIGNS WITH RESPECT TO ANY ADDITIONAL TAX, PENALTIES, INTEREST, OR OTHER LOSSES OF ANY KIND WHATSOEVER IMPOSED ON CLIENT BY ANY TAX AUTHORITIES RESULTING FROM THE INADEQUATE DOCUMENTATION, DISCLOSURES, OR SUBSTANTIATION OF ANY TAX POSITION, RETURN REPORTING OR PRESENTATION OF MATERIAL FACT DUE TO INADEQUATE, INCOMPLETE OR MISLEADING DOCUMENTATION PROVIDED BY CLIENT OR ANY OTHER PARTY.
CLIENT SPECIFICALLY WAIVES ANY RIGHT TO CLAIMS FOR ATTORNEYS’ FEES UNDER THESE TERMS, WHETHER UNDER SECTION 38.001 OF THE TEXAS CIVIL PRACTICES AND REMEDIES CODE OR OTHERWISE.
Nothing in these Terms limits liability to the extent such limitation is prohibited by applicable law or for damages finally determined by a court of competent jurisdiction to result from UNTS’s gross negligence, willful misconduct, or fraud.
16. Indemnification
There are no intended third-party beneficiaries to the Terms unless specifically agreed by UNTS in the Schedule of Services. Consequently, to the fullest extent allowed by law, Client agrees to indemnify, defend, and hold harmless UNTS and any of its partners, principals, shareholders, officers, directors, members, employees, agents or assigns from and against any and all third-party claims, liabilities, damages, penalties, interest, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Client’s breach of these Terms, inaccurate or incomplete information provided by Client, Client’s misuse of deliverables, or Client’s failure to comply with applicable tax or other legal obligations, excepting claims arising from the gross negligence or intentional acts of UNTS.
17. Compliance and Professional Standards
UNTS is subject to Treasury Department Circular 230 and other applicable legal, ethical, licensing, and professional standards. Nothing in these Terms requires UNTS to take any position or action inconsistent with those standards.
18. Force Majeure
UNTS will not be liable for any delay, interruption, or failure to perform caused by circumstances beyond UNTS’s reasonable control, including natural disasters, pandemics, labor disputes, acts of government, utility failures, telecommunications failures, cyber incidents not caused by UNTS’s gross negligence or willful misconduct, software outages, transportation disruptions, or acts of war or terrorism.
19. Notices
All notices, requests, consents, claims, demands, waivers, and other communications under these Terms must be in writing and will be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; or (c) on the date sent by email if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours.
Such communications must be sent to the respective Parties at the addresses listed on the applicable Schedule of Services between Client and UNTS.
Notice sent via email is only effective upon (i) an automated electronic delivery confirmation or “read receipt,” or (ii) a manual written acknowledgment of receipt from the receiving party. An automated out-of-office reply does not constitute a valid acknowledgment.
20. Agreement to Mediate, Fees Subject to Arbitration
If a dispute arises out of or relates to the Terms, including the breach thereof, in any manner, and if the dispute cannot be settled through negotiation, the Parties agree first to try to settle the dispute by mediation administered under Chapter 154 of the Texas Civil Practices and Remedies Code before resorting to arbitration, litigation, or any other dispute resolution procedure. The mediator will be selected by mutual agreement of the parties; provided, however, that if the parties cannot agree on a mediator or the procedures for mediation, such matter shall be referred to the American Arbitration Association (“AAA”) for mediation under the AAA Accounting and Related Services Arbitration Rules and Mediation Procedures. The mediation will be conducted in Travis County, Texas.
The mediation will be treated as a settlement discussion and, therefore, all conversations during the mediation will be confidential. The mediator may not testify for either party in any later proceeding related to the dispute. No recording or transcript shall be made of the mediation proceedings. The costs of any mediation proceedings shall be shared equally by the Parties. Any costs for legal representation shall be borne by the hiring party.
If the parties do not settle at mediation, any dispute under this agreement related to the fees of UNTS shall be the subject of binding arbitration administered under the arbitration laws of the state of Texas as follows: (1) in the case of a controversy in the amount of less than ten thousand dollars, a single arbitrator who shall be an attorney in good standing in the State Bar of Texas who has practiced not less than ten years in the area of business law and who has no prior professional relationship with any party and (2) in the case of controversy in excess of $10,000.00 an arbitration panel consisting of two (2) accountants who have practiced for not less than ten years in Travis County and who have no prior professional relationship with any party and one (1) attorney who in good standing with the State Bar of Texas who has practiced not less than ten years in the area of business law and who has not prior professional relationship with any party. Such arbitration shall be conducted in accordance with the Texas Arbitration Act except as superseded by the Federal Arbitration Act. In granting relief to either party, the arbitrators shall not compel UNTS to complete any engagement, including, for the avoidance of doubt, issue a specific report, opinion or to prepare a tax return. The arbitration award shall be final, binding on all parties and non-appealable, and may be entered in a court of competent jurisdiction pursuant to the arbitration laws of the state of Texas. The Parties agree that the law of the State of Texas shall govern all such disputes, and each Party waives any claim objecting to the jurisdiction of such courts and waives any claim objecting to the applicable law.
21. General
These Terms, together with the applicable Schedule of Services, constitute the entire agreement between the Parties regarding the Services and supersede prior or contemporaneous discussions, proposals, and understandings on that subject, whether oral or written. Any modification of these Terms must be made in writing and signed by both parties, and any purported modification which is not in writing and signed by both parties shall be deemed void.
When providing Services to Client, UNTS will be functioning as an independent contractor and in no event will UNTS or any of its employees be an officer of Client, nor will UNTS and Client’s relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty.
No manager, principal, employee or agent of UNTS shall be subjected to any personal liability whatsoever to Client.
Client may not assign its rights or obligations without UNTS’s prior written consent. UNTS may assign these Terms in connection with a merger, sale of assets, internal reorganization, or transfer of the relevant practice.
If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.
No waiver is effective unless in writing. Failure to enforce any provision is not a waiver of future enforcement. These Terms may be accepted electronically and in counterparts.
Acceptance Mechanics
Client accepts these Terms by either signing these Terms or a Schedule of Services that references them, electronically accepting the Terms or Schedule of Services through UNTS’s portal or intake process, instructing UNTS to begin work after receipt of them, or paying any invoice for the Services.
UNTS Contact Information
Urban Nonprofit Tax Solutions, LLC
2921 E. 17th St., Apt. 407, Austin, TX 78702
Email: richard@urbantaxsolutions.com
Phone: 402.297.3657
Last Updated: August 19, 2026