Tax Services Engagement Letter

Last Updated: 1/15/2020

This Engagement Letter (“Engagement Letter”) is made and entered into by and between Hyke, Inc. (“Hyke”) and you (the “Client” or “you”) as of the date this Engagement Letter is executed or otherwise entered into by you in accordance with the terms herein (the “Effective Date”).  Hyke and Client are referred to individually as a “Party” and jointly as “Parties”. This Engagement Letter is incorporated into the Terms of Service Agreement available at https://www.hyke.me/terms-of-service.html (the “Agreement”). Capitalized terms used herein, but undefined will have the meaning given to such term in the Agreement.

BY REGISTERING FOR, USING AND/OR RECEIVING THE TAX SERVICES, OR BY CLICKING THE “I ACCEPT” OR SIMILAR BUTTON, YOU AGREE TO THE TERMS OF THIS ENGAGEMENT LETTER.

1. Term

The duties and obligations of both the Client and Hyke shall commence on the Effective Date and continue for a period of one (1) year thereafter (the “Initial Term”). Thereafter, this Engagement Letter will automatically renew for successive one (1) year periods (each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party provides at least thirty (30) days’ notice prior to the end of the Initial Term, or Renewal Term, as applicable, of its intent to terminate this Engagement Letter. Notwithstanding the foregoing, Hyke may require you to consent to an updated Engagement Letter in a specified manner prior to each Renewal Term before any Tax Services for the applicable Renewal Term may be provided.  This Engagement Letter may be terminated by either party by giving a thirty (30) day written notice in accordance with the Agreement.  Furthermore, either party may terminate this Engagement Letter for cause in the event the other party breaches any material term and fails to cure such breach within seven (7) days of the non-breaching party’s notice thereof.

2. Scope

Subject to the terms and conditions of the Agreement, including the payment of applicable fees, Hyke agrees to provide the following tax return preparation services during the Term (“Tax Services”)*:

One-time:
(1) Initial call to assess your business to determine the right fit for Hyke
(2) Tax assessment for your business
(3) Annual personal tax preparation
(4) Annual business entity tax preparation

Ongoing:
(1) Up to 4 times a year check-ins for your financial assessment, tax projections
(2) Year-round tax advice on your business

Add-ons:
(1) From time to time, the parties may agree to additional Tax Services or tools, which shall be subject to the terms of this Engagement Letter, by executing a mutually agreed upon written (electronic acceptable) addendum that references this Engagement Letter.  Such additional services may be subject to additional fees.


*Spouses

In the event you are legally married and filing a joint tax return with your spouse, Hyke will assist in the preparation of such joint tax return in the following instances:

Spouse DOES NOT own or operate a Business
:
IF your spouse DOES NOT own or operate a business and your joint tax return will not include or need to account for any business income (other than the income from your business), THEN Hyke may (subject to Hyke’s written agreement)  prepare such tax return in connection with the Tax Services for no additional cost, subject to the terms herein, including the Agreement.

Spouse DOES own or operate a Business:
If your spouse DOES own or operate a business and your joint tax return will need to include or need to account for your spouse’s business income, THEN Hyke may (subject to Hyke’s written agreement) prepare such tax return in connection with the Tax Services for an additional mutually agreed upon fee, subject to the terms herein, including the Agreement.

Spouse Creates Business AFTER start of Engagement Letter:
IF your spouse DOES NOT own or operate a business as of the Effective Date, but creates or acquires a business AFTER the Effective Date, then Client shall inform Hyke immediately.  Hyke may (subject to Hyke’s written agreement) prepare such tax return in connection with the Tax Services for an additional mutually agreed upon fee, subject to the terms herein, including the Agreement.

Hyke has no obligation to prepare any joint tax return hereunder, unless agreed upon in writing by Hyke.  Client acknowledges and agrees that any agreement by Hyke to prepare any joint tax return is conditioned upon the accuracy, completeness, timeliness and truthfulness of information provided by Client, including, without limitation, whether you and your spouse are legally married and whether your spouse owns or operates a business as the Effective Date.  In the event any such information is inaccurate, incomplete, out-of-date or false, you will immediately notify Hyke.

3. Out of Scope

In no event will the Tax Services include, without limitation:

- Bookkeeping
- Forensic audit to perform any forensic examination of your financial books or records.
- Attest Services to your financial books or financial records of any kind or nature.
- Tax audits to your tax returns that may be audited by the tax authorities. Any proposed audit adjustments are subject to certain appeal. Should Client’s returns be selected for examination, Hyke can arrange to be available upon request to represent Client. Such representation would be a separate engagement, and Client would be responsible for the additional invoices for fees and expenses incurred.
- Specific investment recommendations concerning investment, insurance, or other financial products.
- Preparation of tax returns for any year, other than the tax year of the then-current term.

4. Client Obligations

Decision Making

You are solely responsible for all final decisions concerning financial management, reporting, tax returns, and financial reporting.  You agree to review all tax returns, reports, and other documents carefully before signing and/or relying upon them.  You acknowledge and agree that Hyke shall not be responsible or liable for any decisions made by you, or for any tax returns, reports or other documents executed or submitted by, or on behalf of you,


Communication


You agree to communicate any problems or issues with your accounting systems and/or financial services related to the Tax Services. You agree to provide prompt responses to questions and issues raised by Hyke agents and employees.


Professional Work Environment

In the event the Tax Services are to be performed at your premises, you agree to provide a professional work environment for Hyke agents and employees to perform labor and services under this Engagement Letter.


Cooperation and Access to Information


Client acknowledges and agrees that Hyke’s performance hereunder is conditioned upon Client’s performance of its obligations herein and reasonable cooperation.  Client agrees to provide Hyke with any information and permissions reasonably requested by Hyke in order to perform the Tax Services.  


Accuracy of Information

You represent, warrant and covenant to Hyke that all information you provide to Hyke in connection with the Tax Services is accurate, complete, current and true, and that if you discover that any such information is inaccurate, incomplete, out-of-date or false, you will immediately notify Hyke in writing and promptly correct such information.  You acknowledge and agree that you shall be solely responsible for, and shall hold Hyke, its affiliates and their respective officers, directors, employees and contractors harmless from any costs, expenses (including reasonable attorneys’ fees), damages, judgments, liabilities, losses, penalties and settlements arising from or related to your breach of the foregoing representation and warranty. Hyke shall not be responsible or liable to you or any other person or entity for any delays, penalties or other consequences arising from your breach of the foregoing representation and warranty.


Do Not Commingle Funds

Client acknowledges that Hyke’s performance of its obligations herein, and any advice or information provided by Hyke in connection with the Tax Services is based upon the information provided and made available by Client.  Client further acknowledges that in the event Client commingles its business accounts with its or its spouse’s personal accounts and expenses, that Hyke cannot accurately perform the Tax Services.  As such Client, agrees that it shall not commingle any business accounts or expenses with any of Client’s (or its spouse’s or other third party’s) accounts or expenses.

5. Full Disclosure - Personal

You acknowledge and agree that you are solely responsible for disclosing all income and other reportable tax transactions, and that the failure to do so may results in penalties and additional liabilities. Hyke shall have no liability for any failure by you to appropriately disclose such income and transactions.

6. Tax Professional’s Judgment

Hyke agents and employees will use its judgment in resolving questions where the tax law is unclear, or where there may be conflicts between the taxing authorities’ interpretations of the law and other supportable positions. Hyke will apply the “more likely than not” reliance standard to resolve such issues in order to avoid penalties that might be assessed against it as return preparers. You agree to honor Hyke’s decisions regarding disclosure of tax return positions to avoid or mitigate penalties.

7. Treatment of Personal Information

Hyke will collect, store, process and disclose any information you provide in connection with this Engagement Letter in accordance with Hyke’s privacy policy available at https://www.hyke.me/privacy-policy.html.

8. Disclaimer

The Tax Services will be provided solely with respect to that business you have identified to Hyke in connection with your Hyke account.  Hyke will not perform an audit or review of your financials or any other related documents you may provide. All advice and information made available by Hyke in connection with the Tax Services is based on the information you provide to Hyke, and the Tax Services cannot be relied upon to discover errors, fraud, defalcations or other irregularities, should any exist. We will not audit or otherwise verify the information you submit, although we may ask you for clarification of some of the information. Hyke is not responsible for any information or advice given based on any inaccurate, untrue, incomplete or out-of-date information provided by you. You are solely responsible for your acts and omissions related to the Tax Services.

9. No Guaranteed Results or Responses.  

Hyke does not make any representation or warranty that the Tax Services will be appropriate for your needs or suitable for your business. Hyke does not guarantee and expressly disclaims any particular results.  SINCE THE TAX SERVICES ARE BASED ON THE INFORMATION YOU PROVIDE, Hyke does not warrant that the TAX SERVICES will be timely, accurate, current or complete. Hyke may make available third party communication tools, such as Slack, to enable you to communicate with our tax preparers, but Hyke makes no representation or warranty that such tools are secure or that our tax preparers will be able to respond to you in a timely manner.

10. General

Client acknowledges and agrees that the Agreement https://www.hyke.me/terms-of-service.html is incorporated herein by reference, and that the terms thereof shall apply to the performance of each party’s obligations herein, including, without limitation, the sections relating to Limitation of Liability, Indemnification, and Arbitration.