Terms of Service

This Terms of Service Agreement is entered into as of the date you (“Client”) sign your engagement letter or otherwise engage The Phillips Group, Inc (“The Phillips Group”) for services.

1. Definitions

1.1. “Agreement” means this Terms of Service Agreement and the Engagement Letter collectively.

1.2. “Authorized User” means any natural person or entity, through a representative, authorized by Client to access or use The Phillips Group’s Services on behalf of Client.

1.3. “Data” means all Client information transferred to The Phillips Group, whether in written, electronic, or other forms.

1.4. “Engagement Letter” means the agreement signed between The Phillips Group and Client titled “Engagement Letter,” stating the Plan and/or Services for which Client has engaged The Phillips Group.

1.5. “IRS” means the Internal Revenue Service of the United States of America.

1.6. “Portal” means The Phillips Group’s official client portal available through The Phillips Group website, accessible through Client’s credentials.

1.7. “Service” means the services The Phillips Group has agreed to provide to Client in the Engagement Letter, whether covered through a Plan or not, and any other services the Client requests from The Phillips Group and the Phillips Group agrees in writing to provide.

1.8. “Plan” means the service offerings available through The Phillips Group, as set forth on The Phillips Group website, currently available at https://www.phillipsgrouptax.com/plans.

1.9. “Plan Fee” means the monthly fee payable by Client to The Phillips Group in accordance with the fee schedule provided on The Phillips Group website, currently available at https://www.phillipsgrouptax.com/plans.

2. Terms

2.1. Term. This Agreement is entered into as of the date in the preamble and will continue until terminated by either party.

2.2. Termination. Either party may terminate this Agreement via written notice. If Client terminates this Agreement, a final invoice will be sent to Client within 30 days of Termination, with full payment due upon receipt.

3. Client’s representations and warranties

3.1. The Phillips Group is limited in who it can provide services to. To obtain The Phillips Group’s services, Client represents and warrants that:

3.1.1. It is entirely located in the United States of America. To be located within the USA means to be both operating and legally established in the USA;

3.1.2. Client is at least eighteen years old and has the authority to enter into this Agreement on behalf of any natural person or legal entity for whose benefit the Services are requested; and

3.1.3. Client has fully read and understood this Agreement and has sought the advice of counsel or decided after careful consideration to forgo retaining counsel.

4. Billing and payment

4.1. In-Plan Billing. The Phillips Group will invoice on the first day of the month for Services provided or to be provided during the same month. The Phillips Group invoices for all Services not covered by a Plan when that Service is provided. The invoice is due upon receipt.

4.2. Out-of-Plan Billing. The Phillips Group invoices for all Services not covered by a Plan, when that Service is provided. The invoice is due upon receipt.

4.3. Invoicing method. The Phillips Group will send all invoices and accounting statements electronically. Client may opt to receive a paper copy of the account statement by emailing billing@phillipsgrouptax.com and agreeing to pay the $5 processing and postage fee.

4.4. Fees. The Phillips Group’s fees are not contingent on any result. The fees are earned when the Service is provided or when Client is invoiced. Fees are non-refundable.

4.4.1. The Phillips Group may change the Plan Fee in its sole discretion at any time. Client will receive notice of the change and reasonable opportunity to terminate this Agreement before the Plan Fee change takes effect.

Client will be considered to have accepted the new Plan Fee if Client does not provide notice of termination following a notice that the Plan Fee will change before the new Plan Fee takes effect.

4.4.2. For the purposes of our “Child-rate” Income Tax Return preparation and filing service, The Phillips Group deems a child to be a taxpayer who meets all three (3) of these criteria at the time of filing: (a) unmarried; (b) age 27 or younger; and (c) earning $50,000 annually or less. Taxpayers who do not meet all three of these criteria will be considered adults and invoiced at the full adult rates in effect at the time services are rendered.

4.5. Late Fee. Any invoices remaining unpaid 30 days after the date of invoicing are subject to a $5 per month late fee to cover costs arising from Client’s failure to pay. Client agrees that this late fee is reasonable.

4.6. Billing disputes. Client must notify The Phillips Group in writing within seven days of receipt if Client is disputing any invoice in its entirety or in part and provide the reasoning for the dispute. Failure to notify within seven days of the dispute will constitute an acceptance of the invoiced amount.

4.7. Non-payment. The Phillips Group retains the right to suspend or terminate its Services to Client immediately for nonpayment of any fees. If Services are terminated or suspended, Client will bear all responsibility for failure to meet any deadlines, including (without limitation) all penalties, interest, damages, or losses incurred by Client or The Phillips Group.

4.8. AutoPay. Client agrees to enroll in The Phillips Group’s autopay program to pay all Plan Fees. Client acknowledges and agrees that The Phillips Group may submit monthly charges against Client’s payment method without further authorization from Client, until Client provides written notice terminating the autopay authorization or requesting a change in the payment method.

4.9. Notices. Notices are valid only when The Phillips Group confirms receipt of the notice. Authorization may be terminated or the payment method changed in the Portal or by sending an email to billing@phillipsgrouptax.com.

4.9.1. Client acknowledges that a notice terminating the autopay authorization or changing the payment method will not affect charges submitted before a notice is valid.

4.10. Plan Changes. Client may upgrade or downgrade their Plan at any time. The Phillips Group will automatically charge the new rate to Client on the next invoice if the change is requested at least three business days before the last day of the month. If a Plan change is not requested at least three business days before the last day of the month, Client’s change will not take effect until after the following invoice.

4.11. Collection. If The Phillips Group must take any collection action, Client agrees to reimburse for all costs of collection, including (without limitation) all expenses and reasonable attorney fees.

4.12. Personal guarantee. Any natural person signing the Agreement and owning at least 20% interest in the entity Client agrees to be personally responsible for Client’s fees. Such person agrees that any fees agreed to in the Agreement and not paid by the entity Client will be paid for by the natural person representative in the same manner and amount as required by the Phillips Group.

5. Client’s obligations

5.1. Client information. Client warrants that information provided to The Phillips Group will be accurate and complete. Client will ensure that all information provided to The Phillips Group is up-to-date and will update the information on an ongoing basis to maintain its accuracy. Client understands that The Phillips Group relies on receiving accurate information from Client and The Phillips Group does not do independent verification of said information.

5.2. Prohibited use. Client will not use The Phillips Group’s Services for any unlawful purpose, including (without limitation) violating any laws or regulations, breaching any contract, or in violation of this Agreement.

5.3. Client portals. We will utilize Canopy, a collaborative, virtual workspace in a protected, online environment. Canopy permits real-time collaboration across geographic boundaries and time zones and allows The Phillips Group and Client to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use Canopy, Client may be required by Canopy to execute a client portal agreement and agree to be bound by the terms, conditions and limitations of such agreement. Client agrees that The Phillips Group has no responsibility for the activities of Canopy and agree to indemnify and hold The Phillips Group harmless with respect to any and all claims arising from Client’s misuse of Canopy.

The Phillips Group is not a host for any of Client’s information. Client is responsible for maintaining Client’s own copy of this information. We do not provide back-up services for any of Client’s data or records, including information The Phillips Group provides to Client. Portals are utilized solely as a method of transferring data and are not intended for the storage of Client’s information. Information on a portal such as Canopy may be deleted by The Phillips Group at any time, with or without notice to Client.

If Client decides to transmit Client’s confidential information to The Phillips Group in a manner other than a secure portal, Client accepts responsibility for any and all unauthorized access to Client’s confidential information. If Client requests that The Phillips Grouop transmit confidential information to Client in a manner other than a secure portal, Client agrees that The Phillips Group is not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of sending confidential information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

5.4. Non-solicitation. Client agrees that during the term of this Agreement and for a period of one year following its termination, Client will not solicit any employee of The Phillips Group.

5.5. Mutual respect. Client agrees to always treat The Phillips Group’s officers, directors, employees, and agents with respect, kindness, and compassion.

5.6. Proprietary Information. Client acknowledges that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services The Phillips Group performs and were developed prior to The Phillips Group’s association with Client. Any new forms, software, documents or intellectual property The Phillips Group develops during this engagement for Client’s use shall belong to The Phillips Group, and Client shall have the limited right to use them solely within Client’s business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which The Phillips Group might make available to Client are confidential and proprietary to The Phillips Group. Neither Client, nor any of Client’s agents, will copy, electronically store, reproduce or make available to anyone other than Client’s personnel, any such documents. This provision will apply to all materials whether in digital, “hard copy” format, or other medium.

6. The Phillips Group’s obligations

6.1. Hours of operation. The Phillips Group will endeavor to be available each business day from 8 a.m. until 5 p.m. Pacific time. The Phillips Group will close at 3 p.m. on each Friday between Memorial Day and Labor Day. Should circumstances arise wherein The Phillips Group needs to close during business hours, The Phillips Group will make reasonable efforts to notify Client.

6.2. Conflict of interest. The Phillips Group reserves that right to act for other clients whose interests do not conflict with Client’s interests.

If The Phillips Group learns of a conflict of interest, The Phillips Group will inform Client. If the adoption of ethical screens or other suitable safeguards will address the conflict, then The Phillips Group will adopt those reasonable safeguards. When possible, this action will be done on the basis of Client’s informed consent.

6.3. Third-party service providers or subcontractors. We may use a third-party service provider to assist us where necessary to help provide professional services to you or support the needs of our firm. This may include provision of your confidential information to the third-party service provider. We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm's customary quality control procedures.

By accepting the terms of our engagement, you consent to the disclosure of your confidential information to third-party service providers, if such disclosure is necessary to deliver professional services to you or provide support services to our firm. In certain circumstances, we may require a separate written consent from you before your information is transmitted to a third party.

The Phillips Group requires that all providers have established procedures and controls designed to protect client confidentiality and maintain data security; but The Phillips Group is not responsible for the acts or omissions of Third-Party Providers.

6.4. Mutual respect. The Phillips Group agrees to always treat Client with respect, kindness, and compassion.

7. Confidentiality

7.1. Confidentiality of advice. Client will maintain any advice or opinion provided by The Phillips Group in the strictest confidence. Client understands that such information is confidential, whether or not it is marked as confidential upon receipt.

7.2. Unauthorized disclosure of advice. In concert with and along with the indemnification obligations under Section 9.4, Client shall indemnify The Phillips Group and its agents, directors, and employees for any claim arising out of any unauthorized disclosure of The Phillips Group’s advice and opinions, whether in writing or otherwise, including the reasonable attorney’s fees and cost of The Phillips Group. Client also agrees to reimburse The Phillips Group at its usual rates for the time spent on defending a claim arising in relation to Client’s breach of this provision.

7.3. Confidentiality of Client’s information. In providing services to you, we may require information that is considered confidential and may include Personally Identifiable Information (PII), i.e. information that can be used to distinguish or trace an individual’s’ identity such as address, bank account and social security information. We treat all client information, including PII, as confidential and have a duty to do so based on applicable laws and regulations. You agree to only provide us with information, including PII, that is necessary for us to provide services to you in accordance with the Agreement.

8. Records Management

8.1. Record retention and ownership. The Phillips Group will return any original records and documents Client provides on or before the conclusion of the engagement. The Phillips Group’s copies of Client’s records and documents are solely for The Phillips Group’s documentation purposes and are not a substitute for Client’s own records and do not mitigate Client’s record retention obligations under any applicable laws or regulations. Client is responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to Client by The Phillips Group. If The Phillips Group provides deliverables or other records to Client via an information portal, Client must download this information within 365 days. Professional standards preclude The Phillips Group from being the sole repository of Client’s original data, records, or information.

Workpapers and other documents created by The Phillips Group are The Phillips Group’s property and will remain in The Phillips Group’s control. The Phillips Group’s workpapers will be maintained in accordance with The Phillips Group’s record retention policy and any applicable legal and regulatory requirements. A copy of The Phillips Group’s record retention policy is available upon request.

The Phillips Group destroys workpaper files after a period of seven (7) years. Catastrophic events or physical deterioration may result in damage to or destruction of The Phillips Group’s records, causing the records to be unavailable before the expiration of the retention period, as stated in the record retention policy.

8.2. Working paper access requests by regulators and others. State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization, or the sale of our accounting practice. If requested, access to such workpapers will be provided under the supervision of firm personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.

If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

8.3. Summons or subpoenas. All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

9. Liability and indemnification

9.1. Losses. The Phillips Group is not liable for any losses, penalties, fees, surcharges, interest, or additional tax liabilities that Client causes any other person, or entity failing to provide information or providing The Phillips Group with incomplete, misleading, or false information, or if they are due to a failure to act on The Phillips Group’s advice.

9.2. Referrals. In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.

9.3. Force Majeure. Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.

9.4. Indemnity. Client agrees to indemnify and hold The Phillips Group, its officers, directors, employees, and agents harmless from and against any actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorney's fees), arising in relation with (i) this Agreement or the Services; (ii) Client’s breach or violation of the Agreement; (iii) Client’s unauthorized disclosure of The Phillips Group’s advice and opinions; or (iv) Client’s violation of the rights of any third party.

9.5. Limitation of aggregate liability. To the extent permitted by law, Client acknowledges and agrees that:

9.5.1. The Phillips Group won’t be liable for any consequential indirect, punitive, or special damages incurred by Client and related to this Agreement or Services.

9.5.2. In any calendar month, The Phillips Group's total liability to Client relating to this Agreement or the Services, whether in contract, tort, statutory, or otherwise, will be limited to $2,500.

9.5.3. In no instance will The Phillips Group be liable for any losses or damages Client suffers if Client’s use of Services violated this Agreement, the terms of use of the Portal, was unlawful in any way, or was an act or omission by Client that did not follow the advice of The Phillips Group.

10. Additional terms for tax services

10.1. Tax returns. The Phillips Group will only prepare tax returns expressly identified in the Engagement Letter. Any other tax returns will be prepared only if Client makes a written request and The Phillips Group provides written consent to prepare them.

10.2. Married filings. Any tax returns prepared and filed for married couples using the “married filing jointly” filing status belong to both spouses and both spouses are deemed to be clients of The Phillips Group bound by this Agreement. Both spouses acknowledge that:

10.2.1. There is no right to privacy or confidentiality among the spouses concerning The Phillips Group’s Services; and

10.2.2. The Phillips Group may share with either spouse documents and information that relate to the preparation or filing of the tax returns without notice or consent from the other spouse.

10.3. Legal obligations. The IRS imposes penalties upon taxpayers and preparers for failure to observe due care in reporting for income tax returns. Along with the provisions in this Agreement above requiring that Client produce complete and accurate information, Client further agrees that:

10.3.1. The Phillips Group prepares tax returns exclusively from information furnished by Client and does not audit or otherwise verify the information Client provides. Client is responsible for providing all information necessary for the preparation of complete and accurate returns and supported by records as required by law. The Phillips Group preparation of tax returns includes no procedure designed or intended to discover defalcation or other irregularities, should any exist;

10.3.2. Client will not provide The Phillips Group with original documents, only copies. Any document provided to The Phillips Group is presumed to be a copy and subject to destruction when The Phillips Group no longer needs the document or information to prepare the tax return. Client is responsible for keeping originals and backup copies as proof of documentation for information provided in the tax returns;

10.3.3. Client has final responsibility for the tax return and will review them before signing. Client will not sign unless all information is accurate and Client agrees to make the representation to the governmental agency. Client will seek clarification for any information unclear to him before signing the tax return. Client agrees that amendment or corrections to completed and filed tax returns falls outside the scope of Services and will be invoiced as a separate service;

10.3.4. Client agrees to review and sign a completed Form 8879, IRS e-file Signature Authorization, and any similar state and local equivalent authorization forms before The Phillips Group will electronically file Client’s returns. For joint returns, both spouses must sign the e-file authorization in order to ensure its validity. The Phillips Group shall not be liable for any penalties or interest resulting from Client’s failure to timely sign and return Form 8879 or state equivalents. The Phillips Group will not file an automatic extension on Client’s behalf if Client fails to timely sign and return Form 8879 or state equivalents; and

10.3.5. If a penalty is imposed against The Phillips Group because Client provided incorrect or incomplete information, or failed to provide information, then Client will reimburse The Phillips Group for all costs and expenses associated with the penalty, including any reasonable attorneys fees and costs incurred in responding to the IRS.

10.4. Client representation. Unless expressly agreed to in the Agreement, The Phillips Group’s services do not include representing Client with the IRS or any other governmental authority in the event of a challenge to the tax returns or for any other reason.

10.5. Electronic filing. The Phillips Group files tax returns and extensions electronically. Such filings may include The Phillips Group’s electronic filing identification number (“EFIN”), which constitutes proprietary information of The Phillips Group. Client agrees to maintain The Phillips Group’s EFIN in confidence and not to release it to any other party without written consent from The Phillips Group. Client understands that Client may not use The Phillips Group EFIN for any purpose. Client may opt out of filing the tax returns electronically by providing valid notice to The Phillips Group under this Agreement.

If The Phillips Group is unable to file Client’s return(s) electronically, The Phillips Group will deliver to Client a paper copy suitable for mailing to the taxing authorities. Once delivered to Client, Client bears full responsibility for reviewing the paper returns for accuracy, and either signing and timely filing them, along with any payments due, or notifying The Phillips Group of any issue which may need to be addressed prior to filing.

10.6. Advice. Written advice provided by The Phillips Group in connection with Services will be based on facts, representations, assumptions, and other information Client provide to us, the completeness, accuracy, and timeliness of which are critical factors in The Phillips Group’s ability to timely and accurately complete the Services. Unless Client requests and The Phillips Group agrees in writing after the written advice has been issued in final form to Client, The Phillips Group will not update the advice to account for information Client provides to The Phillips Group after the written advice was completed.

The Phillips Group’s advice will consider tax authorities that are subject to change, retroactively or prospectively, and any such changes could affect the advice issued to Client. Once Client’s return is complete (e-file acceptance or provision of a paper copy to Client), The Phillips Group shall have no obligation to update Client’s returns for subsequent legislative or administrative changes or future judicial interpretations under this Agreement.

10.7. Foreign Disclosure. The taxpayer authorizes that any and all information furnished to us for or in connection with the preparation of tax returns under this engagement letter may be disclosed to employees and subcontractors of The Phillips Group located outside the United States, engaged directly or indirectly in providing tax planning or preparation of tax returns. Disclosures under this paragraph may consist of all information contained in tax returns. If the taxpayer wishes to request a limited disclosure of tax return information, the taxpayer must inform us. The taxpayer acknowledges that their tax return information may be disclosed to our affiliates, related entities or subcontractors located outside the United States.

All employees and subcontractors of The Phillips Group, regardless of where they are domiciled, have been fully vetted through the use of local, state, and national background checks, identity and education verifications, and other methods as required by federal law and IRS regulations. Additionally, all employees and subcontractors of The Phillips Group are subject to confidentiality agreements that are legally enforceable in the United States and internationally.

10.8. Gift Tax Returns. The preparation of gift tax returns is not within the scope of this engagement. The IRS considers a gift to be any transfer to an individual, either directly or indirectly, where full consideration (measured in money or money’s worth) is not received in return. You are responsible for informing us if you have made any transfer of value for which you did not receive full consideration, such as, but not limited to, those made in trust, forgiveness of debt, or the use of property for which no or below-market rent was charged.

10.9. Foreign Filing Obligations. You are responsible for complying with the tax filing requirements of any other country. You acknowledge and agree that we have no responsibility to raise these issues with you and that foreign filing obligations are not within the scope of this engagement.

10.10. Digital Assets. There are specific tax implications of investing in digital assets (e.g., virtual currencies such as Bitcoin, non-fungible tokens, virtual real estate and similar assets). The IRS considers these to be property for U.S. federal income tax purposes. As such, any transactions in, or transactions that use, digital assets are subject to the same general tax principles that apply to other property transactions.

If you transacted in digital assets during the tax year, you may have tax consequences and/or additional reporting obligations associated with such transactions. Depending on the nature or volume of those transactions, a change to the scope of our services may be required. You are responsible for providing us with complete and accurate information, including basis, regarding any transactions in, or transactions that have used, digital assets during the applicable tax year.

10.11. Extensions of Time to File Tax Returns. It may become necessary to apply for an extension of the filing due dates if there are unresolved issues or delays in processing, or if The Phillips Group does not receive all of the necessary information from Client on a timely basis. Applying for an extension of time to file may limit Client’s ability to make certain elections, extend the time available for a government agency to undertake an examination of Client’s return and/or extend the statute of limitations to file a legal action. If The Phillips Group applies for an extension of time to file because Client has not provided all of the information needed to prepare the tax returns by the original due date, Client agrees to hold The Phillips Group harmless from any consequences arising from any election waived. All taxes owed are due by the original filing due date. Additionally, extensions may affect Client’s liability for penalties and interest or compliance with governmental or other deadlines.

If Client wishes to engage The Phillips Group to apply for extensions of time to file tax returns on Client’s behalf, The Phillips Group will not file these applications unless and until The Phillips Group has received both an executed copy of this Agreement and Client’s express written authorization to file for an extension. In some cases, Client’s signature may be required on such applications prior to filing. Failure to timely request an extension of time to file can result in penalties for failure to file tax returns, which accrue from the original due date of the returns, and can be substantial.

11. Additional terms for monthly plans

11.1. The bookkeeping and accounting Services The Phillips Group will provide are prepared on the basis of information provided by Client. These Services are not intended to be a full set of financial statements.

11.2. Client has elected to omit substantially all the disclosures ordinarily included in financial statements prepared in accordance with the income tax basis of accounting.

11.3. The Phillips Group’s Service is not a review nor an audit of financial statements.

11.4. The Phillips Group may provide financial statement preparation Services, subject to the following:

11.4.1. The Phillips Group will prepare financial statements exclusively from information furnished by Client and will not audit or otherwise verify the information Client provides. As a result, the parties agree that:

11.4.1.1. The Phillips Group will not provide opinions or conclusions or provide any assurance of the financial statements.

11.4.1.2. The financial statements prepared by The Phillips Group are not meant to be relied on to identify or disclose any financial misstatements, fraud, error, wrongdoing, or noncompliance with laws or regulations.

11.4.2. The Phillips Group will maintain accounting books and prepare financial statements on an income tax basis.

12. General provisions

12.1. Complete Agreement. This Agreement is fully integrated and describes the complete relationship between the parties. No promises or assurances have been made that add to, interpret, or contradict the terms of this Agreement, except that Client’s use of the Portal or other online tools may be subject to other terms of use or privacy policies specific to such other use, if any.

12.2. Assignability. The Phillips Group retains the right to assign its interest, rights, and obligations to a third party. Client may not assign its interest, rights, and obligations without the written consent of The Phillips Group.

12.3. Severability. If any portion of this Agreement is found to be unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in effect. The determination that a provision is unenforceable under certain circumstances will not render the provision unenforceable in different circumstances.

12.4. Headings for convenience only. The headings in this Agreement are included only for the reader’s convenience and should not be deemed to limit the scope or meaning of the provisions they accompany.

12.5. No modification unless in writing. No modification of this Agreement is valid unless it is in writing and signed by all parties, except for modifications of the Plan Fee in accordance with Section 4.3.1.

12.6. No third-party beneficiaries. No provision in this Agreement confers any rights upon any person other than the Parties and their successors and permitted assigns.

12.7. Applicable law and venue. This Agreement will be governed by and construed in accordance with California law, without regard to California’s choice of law principles. Venue for any claims arising out of this Agreement will lie exclusively in the Los Angeles Superior Court, Central District. All parties waive any other personal jurisdiction, venue, or forum non conveniens objections to a lawsuit brought in the Los Angeles Superior Court, Central District.

12.8. Timing for disputes. You agree that any claim arising out of this Agreement shall be commenced within four (4) year(s) from the date our services conclude as outlined in the Timing of the Engagement section of the Agreement, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against The Phillips Group.

12.9. Attorneys’ fees. If any party to this Agreement institutes an action or proceeding against another party relating to the Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs from the losing party.

12.10. Independent contractor. When providing services to your company, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you.

Our obligations under this Agreement are solely obligations of The Phillips Group, Inc., and no partner, principal, employee or agent of The Phillips Group, Inc. shall be subjected to any personal liability whatsoever to you or any person or entity.

12.11. Disclaimer of Legal and Investment Advice. Under no circumstance do our services constitute investment advice. Similarly, under no circumstances do our services constitute legal advice.

If you have any questions about our Terms of Service, please email us at legal@phillipsgrouptax.com, or write to us at:

The Phillips Group, Inc.
2300 E. Katella Ave., Suite 405
Anaheim, CA 92806