Business Tax Services Agreement
Thank you for choosing Otterz to support your company’s tax needs.
This Business Tax Services Agreement (the “Agreement”) is between Otterz, Inc., a Delaware corporation, or the Otterz Affiliate identified on the applicable order form (“Otterz”, “we”, “us”, or “our”) and the business customer that subscribes to our tax return preparation services and/or research and development tax credit services, as reflected on one or more order forms (the “Company”, “you”, or “your”). Each order form signed (or otherwise accepted) by you and us, including any attached or referenced scopes of work (each, an “Order Form”), together with this Agreement, forms a single binding contract between you and us. The “Effective Date” of this Agreement is the date of the first Order Form signed or accepted by both parties. If an Order Form includes additional or conflicting terms, those terms will control to the extent of any conflict with this Agreement.
The purpose of this Agreement is to describe the tax-related services Otterz will provide and to outline each party’s obligations.
Consent under IRS Regulation 26 C.F.R. § 301.7216-3
Otterz may deliver the services described in this Agreement directly, through one or more third-party tax service providers (including research credit specialists), and through our respective Affiliates, some of which may be located outside the United States (each, a “Service Provider”). Service Providers and our Affiliates may in turn use subcontractors, which may also be located outside the United States. When Otterz engages a Service Provider, Otterz remains responsible to you for that Service Provider’s performance of the obligations Otterz has undertaken in this Agreement.
By entering into this Agreement, you expressly authorize and consent to the following:
Otterz and its Affiliates sharing with applicable Service Providers the information necessary to perform the tax services, which may include your financial and business information, entity and ownership information, prior-year and current-year tax returns, and other tax return information provided through Otterz systems (collectively, the “Required Information”).
Otterz, its Affiliates, Service Providers, and their subcontractors using and disclosing the Required Information as reasonably necessary to provide and support the tax services, including outside the United States.
Otterz disclosing your completed tax return(s) and related tax return information back to Otterz systems and interfaces used to collaborate with you, so that you can review, sign, store, and retrieve those returns.
Otterz using Required Information, completed returns, and related tax return information processed through Otterz systems to operate, maintain, and improve Otterz’s services (for example, to improve bookkeeping, controller, and other offerings) and to share limited data with prospective partners and service providers for evaluation and processing, in each case subject to appropriate confidentiality and security obligations.
Otterz and authorized Service Providers disclosing Required Information and tax return information as required in response to valid legal process, such as subpoenas or similar governmental demands, with notice to you where legally permitted.
The tax services are provided on a subscription basis. This consent applies to Required Information and tax return information obtained or generated during the initial subscription term and any renewal term. Your consent for Otterz to use such information for service performance and improvement purposes continues for so long as Otterz has a legitimate business need for such uses, and, for other uses and disclosures, until the expiration of the applicable statute of limitations for the Internal Revenue Service or other tax authority to assess tax with respect to the affected returns.
Otterz will maintain in effect with each Service Provider a written agreement that requires the Service Provider (and, where applicable, its Affiliates) to implement confidentiality protections for your information that are substantially similar to those set out in this Agreement.
Scope of Tax Preparation Services
If your Order Form indicates that you have purchased tax preparation services, Otterz will provide the income tax return preparation services described in that Order Form (the “Tax Preparation Services”).
Unless expressly stated otherwise in an applicable Order Form:
The engagement is limited to preparation of income tax returns and does not include sales, use, payroll, excise, property, or other non-income tax returns.
Otterz does not undertake to determine your filing requirements or tax nexus in any jurisdiction.
If you would like Otterz to assist with additional returns or filings beyond the income tax returns set out in your Order Form, you must request such work in writing, and Otterz must confirm acceptance of that request in writing; upon such acceptance, the additional work will be treated as part of the Order Form and subject to this Agreement. You acknowledge that failure to file required returns can result in substantial governmental penalties and potential personal liability.
Otterz and any Service Provider engaged for your account will exercise professional judgment when addressing areas of tax law that are unsettled or where taxing authorities may reasonably adopt different interpretations. In such circumstances, Otterz or the Service Provider may apply a “more likely than not” or similar reliance standard when recommending return positions, with the goal of avoiding or minimizing preparer-related penalties. As a condition to receiving Tax Preparation Services, you agree to follow Otterz’s and any applicable Service Provider’s reasonable instructions regarding disclosure of tax positions in order to mitigate penalties.
During the engagement, Otterz may identify potential filing requirements for additional jurisdictions (including foreign jurisdictions). Otterz will notify you if such requirements come to its attention, but you remain solely responsible for:
Determining all tax filings for which you want Otterz to provide Tax Preparation Services.
Any tax, penalties, or interest, and related costs arising from your decision not to file any recommended returns, forms, or schedules.
You must inform Otterz promptly of new or expanded activities that may create or change filing obligations, such as acquiring property, hiring employees or independent contractors, or commencing operations in additional states or countries, as well as acquiring or disposing of interests in pass-through entities (such as partnerships, LLCs, or trusts). Otterz does not prepare and will not file Commerce Department reports or surveys for the Company.
Third-Party Use
Otterz may rely on third-party vendors, platforms, software tools, data processors, and service providers (collectively, “Third-Party Tools”) to deliver, support, or enhance the Tax Preparation Services and/or R&D Credit Services. These Third-Party Tools may include, without limitation, tax preparation software, data storage providers, analytics platforms, electronic signature services, secure communication tools, and workflow management systems.
By entering into this Agreement, you acknowledge and agree to the following:
1. Use of Third-Party Tools.
Otterz may use Third-Party Tools in the performance, delivery, analysis, improvement, or administration of the services, and such Third-Party Tools may process or store information you provide, including financial information, entity and ownership information, historical and current-year tax return information, and other materials necessary for service delivery.
2. Confidentiality Requirements.
Otterz will take reasonable steps to ensure that each Third-Party Tool used is subject to confidentiality, security, and data protection obligations that are substantially similar to those required under this Agreement. However, Otterz does not control and is not responsible for such third parties’ internal operations, systems, acts, or omissions.
3. Data Transfers.
Some Third-Party Tools may be located or may store data outside the United States. You consent to the transfer, storage, and processing of information by such third-party providers in the jurisdictions in which they operate, in accordance with applicable law.
4. No Warranty of Third-Party Tools.
Otterz is not responsible for any unavailability, failure, delay, data loss, or security incident arising out of or relating to Third-Party Tools, provided that Otterz has taken reasonable steps in selecting reputable service providers and maintaining appropriate administrative, physical, and technical safeguards.
5. Continuity of Service.
Otterz may replace, add, or discontinue the use of any Third-Party Tool at its discretion without prior notice, so long as such changes do not materially reduce the overall level of service provided to you.
6. Your Use of Third-Party Platforms.
If Otterz requires you to access or interact with any Third-Party Tool (for example, an e-signature service, tax portal, or secure upload link), you agree to comply with the terms and conditions of those platforms. Otterz is not responsible for your failure to comply with such terms or for any resulting operational limitations or delays.
This section is in addition to, and does not limit, the consents or authorizations granted under the “Consent under IRS Regulation 26 C.F.R. § 301.7216-3” section of this Agreement.
Your Responsibilities for Tax Preparation Services
Company management is responsible for:
Properly recording business transactions in your books and records.
Safeguarding assets.
Ensuring the completeness and substantial accuracy of your financial and tax information.
You have final responsibility for the filed tax returns and must carefully review each return before signing or authorizing its filing. Your returns may be selected for examination or audit by federal, state, or foreign tax authorities, and any proposed adjustments may be subject to challenge or appeal.
Income tax returns are special-purpose documents and are not financial statements prepared in accordance with generally accepted accounting principles (GAAP). Your tax returns should be used solely for tax compliance purposes and not as a replacement for GAAP financial statements.
Foreign Account and Related Filings
U.S. citizens and residents, and certain nonresidents, who hold a financial interest in or signature or other authority over foreign financial accounts may have additional filing obligations (for example, foreign bank account reports) if the aggregate value of those accounts exceeds applicable thresholds (such as 10,000 USD) at any point during the year. Similar filing requirements may apply to taxpayers with direct or indirect control over entities that maintain foreign financial accounts, even if the taxpayer does not maintain such accounts personally.
Otterz can assist with the preparation of these foreign-related filings if you request such services and they are added to your Order Form. You are responsible for identifying your need for these filings, and for providing Otterz all required information in a timely manner. Failure to comply with foreign account filing requirements can result in significant IRS and other governmental penalties.
R&D Credit Services
If your Order Form indicates that you have purchased research and development tax credit services, Otterz will provide the R&D credit-related services described in the Order Form (the “R&D Credit Services”).
As with the Tax Preparation Services, Otterz and any Service Provider will use professional judgment in situations where tax law is unclear or subject to differing interpretations by tax authorities. Otterz and its Service Providers may apply a “more likely than not” or comparable standard to recommend positions designed to minimize preparer-related penalties, and you agree to follow their reasonable instructions on disclosure of such positions to reduce potential penalties.
You remain responsible for:
The accuracy and completeness of your financial, personnel, project, and R&D records.
Reviewing each tax return that reflects R&D credits before signing or filing it.
Taxing authorities may not accept all of your activities as qualifying R&D activities or all of your expenditures as qualifying R&D expenditures, and there is no assurance that any R&D credit claim will be fully allowed. Your returns may be examined by tax authorities, and any proposed adjustments may be contested or appealed as permitted by law.
Record Retention
Otterz or the applicable Service Provider will retain copies of the information you provide and work papers related to your engagement for approximately seven years from the due date (including extensions) of the associated tax return. If you need copies of these materials during that period, you must notify Otterz within that time. After the retention period expires, Otterz or the Service Provider may destroy work papers and engagement files.
Your original records will be returned to you at the end of the engagement. Work papers and files maintained by Otterz or a Service Provider are not a replacement for your original records, and you are responsible for the secure retention of those original records.
Services Included and Exclusions
The tax returns Otterz will prepare under the Tax Preparation Services will be specified in your Order Form. If you inform Otterz in writing of additional state income tax returns, foreign shareholders owning more than 25%, foreign financial accounts, or changes in accounting methods, additional fees may apply, and additional scope may need to be added to your Order Form.
Your Tax Preparation Services subscription does not include independent verification or valuation of any crypto or digital asset balances or transactions that you provide to Otterz for purposes of preparing your tax returns.
If the Tax Preparation Services determine that you owe tax, you authorize Otterz to pay such tax amounts on your behalf using the payment channel you have designated and made available for tax payments, subject to any additional confirmations Otterz may require for larger amounts.
For R&D Credit Services, Otterz will typically require an initial payment as set forth in the Order Form. That initial payment is generally non-refundable, although your Order Form may describe limited circumstances in which you may receive a partial or full refund. No outcome or level of tax savings is guaranteed.
Fees, Billing, and Payment
Unless the Order Form specifies otherwise, Otterz or its payment processor will collect fees for Tax Preparation Services and R&D Credit Services automatically by ACH or similar electronic means. By providing a payment account for ACH, you represent that the account is used primarily for business purposes (and not primarily for personal, family, or household use) and that you have authority to authorize Otterz to debit that account.
You agree that:
Otterz may initiate ACH debits to your business bank account on file to collect fees and other amounts due, and may initiate correcting entries for erroneous credits or debits.
This authorization remains in effect until you provide Otterz written notice of cancellation in time for Otterz and your bank to act on it.
All fees are exclusive of applicable taxes, which you are responsible for paying. Otterz may suspend provision of Tax Preparation Services and/or R&D Credit Services if your account is past due with respect to any fees or other amounts you owe to Otterz or its Affiliates. You also agree to pay any service fees incurred for services provided to your Affiliates as described in the Order Form or otherwise agreed. Except where this Agreement or an Order Form expressly provides otherwise, all payments are non-refundable and may not be credited toward other services.
Otterz may require prepayment before beginning work on any services. In the event of nonpayment of any undisputed amount, in addition to such unpaid amounts, you will reimburse Otterz for its reasonable costs and fees incurred in collecting those amounts.
Termination and Resignation
You may terminate the Tax Preparation Services and/or the R&D Credit Services at any time by providing written notice to Otterz. Otterz may resign from the engagement at any time by providing written notice to you. If Otterz resigns, Otterz will refund to you any amounts you prepaid for Tax Preparation Services or R&D Credit Services that relate to services not yet performed as of the effective date of resignation.
Limitation of Liability
To the maximum extent permitted by applicable law, Otterz’s and its Affiliates’ and each Service Provider’s total aggregate liability arising out of or relating to this Agreement, the Tax Preparation Services, or the R&D Credit Services will not exceed the total fees actually paid by you to Otterz (or to the applicable Service Provider, as relevant) for the specific nonconforming services and related work product giving rise to the claim.
Otterz, its Affiliates, and the Service Providers will not be liable for:
Any indirect, special, incidental, punitive, or consequential damages.
Any loss of use, data, business, revenue, or profits.
These limitations apply even if Otterz or a Service Provider has been advised of the possibility of such damages. This section describes the parties’ entire liability with respect to the Tax Preparation Services and R&D Credit Services.
Indemnification
You agree to indemnify and hold harmless Otterz, each Service Provider, and each of their respective officers, directors, employees, contractors, Affiliates, and agents from and against any liabilities, damages, losses, and reasonable expenses (including attorney’s fees and costs) arising out of or related to:
Penalties, interest, or other amounts attributable to inaccurate, incomplete, or untimely information or instructions you provide, or your failure to timely sign e-file forms or make required tax payments.
Any third-party claim, governmental or regulatory action, or proceeding connected to the Tax Preparation Services, R&D Credit Services, or this Agreement.
If Otterz is not a party to an action or proceeding but is asked or required to provide testimony, documents, or information relating to the Tax Preparation Services or R&D Credit Services, you will reimburse Otterz and any applicable Service Provider for their reasonable costs and expenses (including attorney’s fees and internal time billed at then-standard rates) associated with such cooperation.
Dispute Resolution; Governing Law; Jury Trial Waiver
To the extent permitted by law, each party knowingly, voluntarily, and intentionally waives any right to a trial by jury in any action or proceeding arising from or relating to this Agreement, the Tax Preparation Services, or the R&D Credit Services, whether based in contract, tort, negligence, or any other legal theory.
This Agreement and all claims or disputes arising out of or relating to it or the parties’ relationship will be governed by and construed in accordance with the laws of the State of New Jersey, USA, without giving effect to its conflict of laws rules. Delaware law is commonly selected by corporations because it offers a predictable, business-focused legal environment for contract interpretation and enforcement. Any arbitration or dispute resolution provisions incorporated from the Otterz subscription or master services agreement (the “Otterz Subscription Terms”) will apply to disputes under this Agreement, unless you have validly opted out of such provisions as permitted in those terms.
Confidentiality and Privacy
The confidentiality provisions of the Otterz Subscription Terms (or equivalent main services agreement) are incorporated into this Agreement and will apply between you and Otterz with the necessary changes in references. If this Agreement is between you and Otterz, the Otterz Privacy Policy (as published on the Otterz website and updated from time to time) is also incorporated by reference.
If the Otterz Subscription Terms define certain capitalized terms differently than this Agreement, the definitions in this Agreement will govern for purposes of the sections incorporated here. If any Otterz Affiliate or Service Provider, other than Otterz, is providing tax services to you, Otterz and its Affiliates will be third-party beneficiaries of this Agreement and any incorporated sections and may enforce them directly.
Entire Agreement; Severability; Assignment; Subscription Alignment
This Agreement, together with all applicable Order Forms and incorporated documents, constitutes the entire agreement between you and Otterz regarding the subject matter hereof, and supersedes all prior or contemporaneous understandings, proposals, or agreements regarding the same subject.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that term will be enforced to the maximum extent permissible and the remaining terms will remain in full force and effect.
You may not assign this Agreement or any of your rights or obligations under it, in whole or in part, without Otterz’s prior written consent. Otterz may assign this Agreement or its rights or obligations, in whole or in part, without your consent.
For certain tax services that are provided on a tax-year basis, Otterz may align the subscription term to your tax year for operational efficiency. If the start date of your subscription does not match the start date of your most recently completed tax year, you authorize Otterz to adjust the subscription start date and billing dates to align them with your tax year.