Master Service Agreement & Terms of Practice

Document Version: 9.0.0 | Effective Date: January 1, 2025 | Last Updated: June 2026

This MSA, together with your specific Engagement Letter, our Privacy Policy, and all incorporated Exhibits, constitutes the entire and exclusive agreement between you (the "Client") and Yellow Business Services Co. (the “Firm”). All prior oral, written, or implied communications are hereby superseded. In the event of any direct conflict between these general Terms and a mutually executed Engagement Letter, the specific provisions of the Engagement Letter shall control.

Article 1: Definitions & Interpretations

For purposes of this MSA, the following capitalized terms shall have the strict meanings set forth below. Interpretations of tax code references refer to the Internal Revenue Code (IRC) of 1986, as amended.

1.1 "Agreement"

This Master Service Agreement, the specific Engagement Letter, the Privacy Policy, the IRC §7216 Consent Form, and all Exhibits.

1.2 "Client Portal"

The Firm’s secure, 256-bit AES encrypted online platform for document exchange and communication, provided to protect your family's identity from email hackers and phishing scams.

1.3 "Confidential Information"

All non‑public personal information (NPI), including Social Security Numbers, ITINs, W-2s, bank statements, and tax return information protected under GLBA and IRC §7216.

1.4 "Deliverables"

Final, signed tax returns explicitly listed in the Engagement Letter to be filed on your behalf. Internal notes, draft calculations, and proprietary Workpapers are expressly excluded.

1.5 "Tax Authority"

The Internal Revenue Service (IRS), state departments of revenue, municipal tax bodies, or the Financial Crimes Enforcement Network (FinCEN).

Article 2: Scope of Services & Exclusions

2.1 Included Services

The Firm will apply its professional knowledge to prepare your federal, state, and local income tax returns. We will calculate your tax liability based strictly on the unaltered information, documents, and summaries you provide. We will actively look for common deductions, family tax credits, and statutory adjustments that are reasonably apparent from your data to legally minimize your tax burden. Finally, we will electronically file your return once you have signed the final authorizations (Form 8879) and cleared your invoice.

2.2 Expressly Excluded Services

To keep our primary tax preparation services focused and affordable for everyone, the following services are definitively NOT included unless specifically added to your written Engagement Letter:

• Bookkeeping & Sorting: We do not reconcile bank accounts or tally up shoeboxes of loose receipts. If your records require organizing before we can do your taxes, hourly bookkeeping rates will apply.
• Audits & Fraud Detection: We do not audit your financial data or verify it with third parties. We cannot be relied upon to detect internal fraud or embezzlement in your small business.
• Financial Advising: We are tax professionals, not stockbrokers. We do not provide investment advice, sell securities, or sell life insurance.
• Corporate Transparency Act (CTA): We do not file Beneficial Ownership Information (BOI) reports with FinCEN. This carries a $500/day penalty for failure to file, and we advise you to seek a corporate attorney for BOI compliance.

Article 3: Deadlines & The "Procrastinator" Cut-Off

3.1 Strict Submission Deadlines

Tax season is highly compressed. To ensure every return is prepared with the utmost accuracy, we impose a strict document cut-off deadline. All tax documents must be uploaded to your Client Portal at least 15 days prior to the statutory filing deadline (e.g., March 31st for an April 15th deadline).

3.2 Automatic Extensions

If you provide incomplete information, or if you submit your documents after our 15-day cutoff window, we will automatically file a 6-month extension (Form 4868 or 7004) on your behalf. This protects you from severe late-filing penalties.

Article 4: Client Duties & Tax Credit Due Diligence

4.1 Absolute Duty of Truthful Disclosure

You warrant that all information you provide is true and complete to the best of your knowledge. You must disclose all sources of income, including side hustles, cash tips, gig economy work, overseas pensions, and unemployment benefits. Failure to disclose material items can result in severe IRS penalties, for which you bear sole, unmitigated responsibility.

4.2 Protecting Your Family: Tax Credit Due Diligence (EITC & CTC)

The IRS imposes massive fines ($600+ per mistake) on tax preparers who do not exercise strict "Due Diligence" when claiming the Earned Income Tax Credit (EITC), Child Tax Credit (CTC), Head of Household filing status, and the American Opportunity Education Credit.

Please do not be offended if we ask extra, probing questions. By law, we are required to ask these questions and may require you to provide proof of a child's residency (e.g., school records, doctor's bills, or lease agreements). If you refuse to answer our due diligence questions or cannot provide proof, we are legally prohibited from claiming these credits for you.

4.3 Strict Substantiation (Receipts & Mileage Logs)

If you own a small business or work as an independent contractor, the IRS requires you to maintain contemporaneous records (receipts, mileage tracking apps) to prove your business expenses. Estimates are not legally allowed for vehicle mileage, meals, or travel. You understand that if you are audited and lack proper receipts or mileage logs, the IRS will unconditionally disallow your deductions.

Article 5: ITINs, Non-Residents & Expatriate Rules

5.1 ITIN Applications (Form W-7)

If you or your dependents do not qualify for a Social Security Number, we can assist you in applying for an Individual Taxpayer Identification Number (ITIN) using Form W-7. However, the IRS requires strict verification of identity documents (such as original passports or certified copies from the issuing agency). We are not responsible for delays or rejections caused by the IRS ITIN operations office, nor are we liable if your original documents are lost in the mail by the IRS.

5.2 Non-Resident Alien Taxation (Form 1040-NR)

If you are a non-resident alien for tax purposes, you are subject to highly complex rules regarding U.S. source income, withholding taxes (FIRPTA), and international tax treaties. You must inform us of your correct visa status (e.g., F-1, J-1, H-1B) and your days of presence in the U.S. so we can apply the Substantial Presence Test accurately.

5.3 Foreign Financial Accounts (FBAR)

If you are a U.S. Person and have non-U.S. financial accounts (including bank accounts in your home country) holding an aggregate maximum value exceeding $10,000 USD at any point during the year, you must file an FBAR with the U.S. Treasury. Willful failure to file carries crushing penalties of up to 50% of the account balance. We will only prepare this form if explicitly hired to do so.

Article 6: Gig Economy, 1099-K Apps & Crypto

6.1 Form 1099-K & Third-Party Payment Apps

The IRS requires the reporting of business income received through third-party settlement organizations (e.g., Venmo, PayPal, CashApp, Zelle). You are entirely responsible for segregating personal transactions (like reimbursing a friend for pizza) from true business transactions. If you receive a Form 1099-K, you must provide it to us, even if you consider the work a casual "side hustle."

6.2 Cryptocurrency & Digital Assets

The IRS asks every taxpayer on Page 1 of the Form 1040 whether they received, sold, or exchanged any digital assets. You must answer this truthfully. If you bought or sold crypto (Bitcoin, Ethereum, etc.), you are responsible for aggregating your wallets using a tracking software (like CoinTracker) and providing us a summarized capital gains report. If your reports are incomplete, forensic crypto hourly rates will apply to fix them.

Article 7: Real Estate, Landlords & Depreciation

7.1 Rental Property Depreciation

If you own rental property (Schedule E), the IRS requires you to take a deduction for depreciation of the building's value over 27.5 years. If you fail to track this, the IRS will still hit you with "Depreciation Recapture" taxes when you sell the property. It is your responsibility to provide us with the original purchase price (HUD-1 Settlement Statement) so we can calculate this correctly.

7.2 Requirement to Issue 1099s to Contractors

If you pay a handyman, plumber, or property manager more than $600 in a year for services related to your rental property or business, you are legally required to issue them a Form 1099-NEC by January 31st. We can prepare these for you if engaged early, but failure to issue 1099s can result in the IRS disallowing your repair deductions entirely.

Article 8: Small Business & Pass-Through Compliance

8.1 Multi-State Nexus & Remote Workers

If your business employs remote workers who live in states other than your home state, you may be subject to payroll and income taxes in those additional states. You must notify us immediately if you hire employees or open a warehouse out of state. We are not liable for retroactive state tax assessments caused by undisclosed remote workers.

8.2 Worker Classification (W-2 vs. 1099)

You bear full responsibility for correctly classifying your workers as employees (W-2) or independent contractors (1099). The IRS and Department of Labor are extremely aggressive about misclassification. We rely entirely on your classification and accept zero liability for retroactive payroll tax assessments or labor board disputes.

Article 9: Married Filing Jointly & Family Changes

9.1 Joint & Several Liability

When you file a joint tax return with your spouse, both of you are "jointly and severally liable" for the tax, penalties, and interest that arise from that return. This means the IRS can collect the entire amount due from either spouse, even if one spouse earned all the income or claimed improper deductions without the other's knowledge.

9.2 Separation, Divorce & Conflicts of Interest

If you and your spouse separate or divorce during our engagement, severe conflicts of interest may arise. We cannot take sides in a marital dispute or hide tax documents from either spouse if both signed the Engagement Letter. If the conflict prevents us from objective representation, we reserve the right to withdraw from preparing a joint return and advise both parties to seek separate tax preparers.

Article 10: Tax Refunds, Bank Products & IRS Delays

10.1 Refund Timelines & IRS Processing

The Firm calculates your tax refund based on tax law, but we do not issue your refund, nor do we control the IRS. The IRS generally issues refunds within 21 days for e-filed returns, but returns claiming the Earned Income Tax Credit are held by law until mid-February. The Firm cannot expedite IRS processing, and we are not liable for financial hardships caused by IRS delays. Clients are encouraged to use the IRS "Where's My Refund?" portal.

10.2 Withholding Fees from Refunds (Bank Products)

If offered by the Firm and selected by you, you may choose to have our tax preparation fees deducted directly from your IRS refund through a third-party partner bank (Refund Transfer). Please note that these third-party banks charge additional processing fees for this convenience, which are outside of our control. If your refund is intercepted by the government (e.g., for unpaid child support or student loans), you remain personally responsible for paying our preparation fees.

Article 11: Penalties, Prior Years & Tax Evasion

11.1 Reliance on Prior Years

If we did not prepare your prior‑year returns, we will rely on the balances and carryforwards reflected on the tax copies you provide us. We do not audit or verify the work of your previous accountant. If we notice an obvious error, we will suggest amending the prior return (billed separately), but we are not liable for their mistakes.

11.2 Tax Planning vs. Tax Evasion

We work hard to legally minimize your tax burden using every deduction you are legally entitled to. However, we cannot and will not cross the line into illegal tax evasion. If you demand that we take a tax position that is frivolous or lacks reasonable legal basis, we are ethically bound to terminate the engagement immediately.

Article 12: Audit Defense & Tax Controversy

12.1 Included Post‑Filing Notice Support

If you receive a simple, one-page computer‑generated letter from the IRS regarding a return we prepared (such as a math error or missing 1099), we will gladly review it and tell you what it means at no additional cost, provided you forward it to us within 15 days of receiving it.

12.2 Formal Audit Defense is Excluded

Representation in a formal IRS desk audit, field examination, or appeals conference is incredibly time-consuming and requires a separate Engagement Letter and Power of Attorney (Form 2848). Audit defense is billed strictly at our hourly rates (see Exhibit B).

Article 13: Third‑Party Requests & Mortgage Letters

13.1 Absolute Prohibition on Lender "Comfort Letters"

We strictly prohibit the issuance of “comfort letters” to mortgage brokers or banks. Lenders often ask CPAs to verify that withdrawing a down-payment will not impact a business, or to verify self-employment viability. Signing such letters violates AICPA standards and exposes the Firm to immense liability if you default on the loan. We will not fulfill these requests.

13.2 Permissible Disclosures

To assist you in securing a home loan, and subject to your signed IRC §7216 consent, we are permitted to provide your lender with copies of previously filed tax returns or a standardized letter confirming only that we prepared the returns based on the unverified information you provided.

Article 14: Data Security, Privacy & Fraud Prevention

14.1 Strict IRC §7216 Compliance

Federal law makes it a criminal misdemeanor for a tax preparer to knowingly use or disclose your tax return info for any purpose other than tax preparation. We will never sell your data, market to you based on your income, or share your data with third parties without your explicit, written consent.

14.2 Prohibition on Unsecured Email & SMS

To protect your identity from cybercriminals, you are expressly prohibited from sending unencrypted Social Security Numbers, W-2s, or bank details via standard email or text message. All sensitive documents must be uploaded to our encrypted Client Portal.

14.3 Deepfake Protection & Wire Fraud

Due to the terrifying rise of AI voice cloning and phishing scams, the Firm will never accept requests to change bank routing numbers or refund deposit details via phone call, voicemail, or unverified email. All banking changes must be authenticated securely through our Client Portal.

Article 15: Technology, AI & Cloud Operations

15.1 Enterprise AI Use

We utilize advanced, secure tax software to ensure accuracy. We categorically prohibit the submission of your private data into public, open-source AI models (e.g., public versions of ChatGPT) where data could be exposed to the public internet.

15.2 API Authorizations & Bank Feeds

If you grant us read-only access to your bookkeeping software (e.g., QuickBooks Online), you are responsible for making sure the bank feeds stay actively connected. We are not liable for missed deductions if your bank disconnects from your software and fails to import your business expenses.

Article 16: Financial Terms, Hardships & Billing

16.1 Flat-Fee Estimates vs. Hourly Cleanup

We bill standard tax returns at a flat-fee, quoted in advance, so there are absolutely no surprises. However, if you provide highly disorganized "shoebox" records that require us to reconstruct your year, the flat-fee is voided, and an hourly bookkeeping surcharge applies to organize your files.

16.2 Payment & Financial Hardship

We strive to keep our services affordable for our community. Payment is due prior to e-filing your return. If you are experiencing a severe financial hardship, please communicate with us so we can discuss potential payment arrangements. Accounts that remain unpaid beyond 60 days without communication may be subject to a standard administrative late fee of $15.00 per month.

16.3 Disputed Invoices & Chargebacks

If you have a question about your invoice, please contact us within 15 days so we can resolve it together. If you initiate a credit card chargeback without contacting us first, you will only be responsible for reimbursing the exact chargeback fee our payment processor charges us (typically $25 to $35).

Article 17: Risk Allocation & Limitation of Liability

17.2 Truncated Statute of Limitations

You explicitly agree that any legal claim or dispute regarding our services must be initiated within ONE (1) YEAR from the date the tax return was transmitted to you.

Article 18: Indemnification & Hold Harmless

You agree to unconditionally indemnify and hold harmless the Firm and its staff from any penalties, liabilities, or expenses (including reasonable attorney’s fees) brought by the IRS or third parties arising directly from: (a) your provision of false or misleading information; (b) your misclassification of workers; or (c) your failure to disclose foreign assets or cryptocurrency.

Article 19: Term, Ghosting & Transition Assistance

19.1 Client Unresponsiveness (Ghosting)

Tax deadlines are strictly enforced by the government. If we request missing documents or signatures from you and you fail to respond for more than 60 days, we will assume you have abandoned the engagement. We will close your file and bill you for any work-in-progress completed up to that point.

19.2 Transition Assistance & Document Return

You may terminate our services at any time. Upon termination, we will provide a secure PDF export of your original source documents. If you require us to perform extensive historical data extraction to transfer to a new accountant, this time will be billed at our highly affordable Administrative rate ($45.00/hour). Our internal Firm Workpapers remain our exclusive property.

Article 20: Dispute Resolution & Arbitration

20.1 Mandatory Binding Arbitration

Any unresolved dispute arising out of this Agreement SHALL BE SETTLED BY EXCLUSIVE, BINDING ARBITRATION administered by the American Arbitration Association (AAA). The arbitration shall take place in New York County, NY. All claims must be brought in an individual capacity only (no class actions).

Article 21: Communications, SLA & Mutual Respect

21.1 The "Quick Question" Guarantee

We want you to make smart financial decisions year-round. Existing clients are encouraged to reach out via our Client Portal or email with quick tax questions. If it takes us less than 15 minutes to answer, these brief consultations are provided completely free of charge.

21.2 After-Hours & Expedited Processing

We value our team's work-life balance and operate strictly during standard business hours. Messages or documents submitted in the evening or over the weekend will happily be reviewed on the next business day at no extra charge. If you face an imminent IRS deadline and request emergency "rush" processing that requires weekend overtime, an expedited flat-fee may apply, which we will quote to you beforehand.

21.3 Zero Tolerance for Abuse

We are a professional firm dedicated to helping your family navigate a stressful tax system. We maintain a zero-tolerance policy for verbal abuse, profanity, threats, or harassment directed at our staff regarding IRS delays or tax balances. Violation of this policy will result in immediate termination of the engagement.

Article 22: Delivery of Returns (Digital vs. Paper)

As part of our eco-friendly initiatives and our commitment to modern data security, your final tax return will be securely delivered to you as a high-quality Digital PDF via our Client Portal at absolutely no extra charge. If you specifically request a physically printed, bound, and mailed paper copy of your tax return, a nominal $25.00 administrative fee applies to cover the costs of secure shipping, toner, and paper.

Article 23: Data Breach Notification & Incident Response

In the rare event of a verified security breach involving your unencrypted data, the Firm will initiate our Incident Response Plan and notify you without unreasonable delay, strictly complying with state breach notification laws. If a breach originating from our internal systems exposes your Social Security Number, we will provide you with complimentary credit monitoring for one year.

Article 24: Client Portal Acceptable Use

You agree to use the Client Portal only for transmitting tax‑related information. You shall not upload malware or illicit materials. You are strongly encouraged to enable Multi‑Factor Authentication (MFA) to protect your account. We are not liable if someone accesses your portal because you shared your password or fell victim to a phishing scam.

Article 25: Non‑Disparagement & General Provisions

25.1 Mutual Non‑Disparagement

Both parties agree not to make false, defamatory, or derogatory statements about the other party on public forums or review sites that could unreasonably harm the reputation of the other party.

25.2 Governing Law & Severability

This Agreement is governed by the laws of the State of New York. If any provision is held invalid by a court, the remainder of the agreement shall remain in full force and effect.