Last Updated: July 20, 2026
We provide only those Services expressly described in the applicable Engagement Letter, Appendix, or scope of work. Any service not expressly listed is outside the scope of the engagement. We are not obligated to identify or perform additional services, and any additional or expanded work must be requested and accepted in writing and is subject to these Terms.
Where tax preparation is included, we will prepare the income tax returns and supporting schedules identified in the Appendix based on financial information you provide. Because tax law is often unclear or subject to differing interpretations, we may use professional judgment and apply a “more likely than not” or higher reliance standard to resolve such questions and to avoid penalties. You agree to honor our reasonable directions regarding disclosure of return positions. Unless expressly stated in an Appendix, the engagement does not include non-income-tax returns (such as sales/use or payroll), determination of your filing requirements or nexus in any jurisdiction, audit or examination representation, or the preparation of financial statements. Income tax returns are prepared for tax purposes only and do not constitute financial statements prepared under GAAP or any other accounting standard.
You must inform us of any new or expanded activities that could trigger filing requirements in additional states or countries (for example, new property, employees, contractors, or interests in pass-through entities). While we will advise you of additional filings that come to our attention, you remain solely responsible for identifying all filings you require, and for any liability or expense resulting from a decision not to prepare or file a return.
Where bookkeeping is included, we will record, classify, and reconcile transactions and maintain your books in accounting software based on information provided by you or at your direction. If we provide bookkeeping Services, you agree that we are your sole bookkeeper for the covered accounts. If you or a third party makes changes to your books while we are engaged, we may (at our option and in addition to other remedies) delay affected deliverables, charge our standard hourly rates to remediate, and/or suspend or terminate the affected Services on written notice without refund of prepaid fees.
Where advisory Services are included, we provide strategic financial consulting at the request of, and under the direction of, your management. Your management is responsible for all management decisions and functions, including evaluating our recommendations and implementing any findings. Deliverables are prepared for your internal use; if you present a deliverable to a third party, you do so solely on your own behalf and will remove references to us.
You understand and agree that Triple Crown is not a certified public accounting firm and does not provide services requiring a license to practice public accounting. The Services do not include audit, attest, examination, or review of financial statements or records; independent advice on accounting procedure; or the certification of financial information. We do not provide legal or investment advice. You should engage a duly licensed professional for any such matters. We make no representation or warranty that any financial records comply with GAAP, IFRS, or any other standard.
We may perform any or all of our obligations through affiliates or third-party service providers, including tax return preparers and software providers, some of which may be located outside the United States, and we may use third-party accounting or tax software of our choice. Your use of any third-party software is governed by that provider’s terms, and we do not guarantee its availability or interoperability.
The Services require that you timely provide accurate, complete, and good-faith information, access, and cooperation. You agree that we may rely on the information you provide without independent verification. Late or insufficient information may delay the Services, prevent us from performing them, or increase our fees. We are not in breach or liable for any delay or loss caused by your acts or omissions or those of your agents.
You are responsible for the accuracy and completeness of your records, for safeguarding your assets, and for all management decisions. Because you have final responsibility for your tax returns and financial records, you must review all deliverables carefully before signing, filing, or relying on them. Your returns may be audited by taxing authorities, and any proposed adjustments may be subject to appeal. We are not responsible for penalties or interest arising from your failure to provide required information, to review and approve filings, or to make timely payments.
Fees are as set forth in the applicable Engagement Letter or Appendix. Fees are exclusive of taxes, government filing fees, and third-party software costs, which are your responsibility. We may require prepayment or a retainer before beginning work. Invoices are due on the terms stated in the Appendix or, if none, upon receipt. Past-due amounts accrue interest at 5% per month (or the highest lawful rate, if lower), and you are responsible for our reasonable costs of collection, including attorneys’ fees. Except as expressly stated, all fees are non-refundable and non-creditable. We may suspend any or all Services if any amount is past due, and we are not responsible for missed deadlines resulting from such suspension. If the information you provide is incomplete or inaccurate, or the scope materially changes, we may propose revised fees and may terminate the affected Services if the parties cannot agree.
Each party will use the other’s confidential information only to perform the Agreement and will protect it with reasonable care. Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without a confidentiality obligation. We may disclose confidential information as required by law or legal process (using reasonable efforts to notify you first where permitted), with your consent, or as necessary to perform the Services (including to our affiliates and service providers). Your tax return information constitutes confidential information and is also protected under applicable law. Each party acknowledges that a breach of confidentiality may cause irreparable harm for which injunctive relief is an appropriate remedy.
We (or our service providers) will retain copies of the records you supply and our work papers for a period of seven (7) years from the due date (including extensions) of the applicable return, after which they may be destroyed. Our work papers are our property and are not a substitute for your original records. You are responsible for retaining and protecting your own records for possible future use, including examination by government or regulatory agencies. After termination, any additional support or record production is at our discretion and billable at our then-current hourly rates.
Where the Agreement includes a Master Engagement Letter with a Partner, the exclusivity provisions of that Master Engagement Letter apply and are incorporated here by reference. In consideration of our commitment of personnel and preferential pricing, a Partner agrees not to engage, refer clients to, or solicit competing quotes from any provider of services substantially similar to the Services, or to use our rates or work product to shop for or evaluate alternative providers, except as expressly waived in a writing signed by an authorized officer of Triple Crown. We may seek injunctive relief and terminate the Agreement for any breach of this obligation.
We incur significant non-recoverable costs to recruit and train our personnel. During the term of the Agreement and for one (1) year afterward, you agree not to directly or indirectly solicit for hire or hire any of our employees or contractors who were made known to you in connection with the Services, except through a general advertisement not specifically directed at them. As a reasonable estimate of our replacement costs and not as a penalty, you agree to pay us $25,000 for each such person who leaves us as a result of your breach of this Section.
As between the parties, you retain all rights in the information and records you provide (“Client Data”), and you grant us a limited license to use Client Data to provide and improve the Services. We retain all rights in our methodologies, templates, software, and work papers. We may create anonymized and aggregated data from your data and usage and use it for our own business purposes, including improving our Services, provided it does not identify you. If you provide feedback or suggestions, we may use them without obligation to you.
EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES OR THEIR RESULTS WILL MEET YOUR EXPECTATIONS, BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY TAX POSITION WILL BE ACCEPTED BY A TAXING AUTHORITY. YOU ASSUME RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICES AND RESULTING INFORMATION ARE ADEQUATE FOR YOUR PURPOSES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE (AND OUR AFFILIATES AND SERVICE PROVIDERS) WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS, OR BUSINESS, ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR AMOUNTS DUE TO US, AND EXCEPT FOR LIABILITY ARISING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OUR TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO ANY GIVEN SERVICE WILL NOT EXCEED THE FEES PAID TO US FOR THAT NONCONFORMING SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100), WHICHEVER IS GREATER.
You agree to defend, indemnify, and hold harmless Triple Crown and its affiliates, officers, directors, employees, contractors, service providers, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) your use of or our provision of the Services (except to the extent arising directly from our gross negligence or willful misconduct); (b) penalties or interest resulting from misinformation, misdirection, or failure by you to timely provide information, sign required forms, or make payments; (c) information or materials you provide; or (d) your breach of the Agreement. If you are a Partner engaging us on behalf of a Sub-Client, you represent that you are authorized to do so and are responsible for obtaining all necessary Sub-Client consents, including consents under IRC § 7216 where tax return information is involved.
The Agreement is governed by the laws of the State of Delaware and applicable U.S. federal law, including the Federal Arbitration Act, without regard to conflict-of-law principles.
Before initiating a formal proceeding, the parties agree to attempt in good faith to resolve any dispute by written notice and negotiation for at least thirty (30) days.
Except for claims for injunctive relief (including to enforce confidentiality, intellectual property, or exclusivity obligations) and claims within the jurisdiction of a small claims court, the parties agree to resolve all disputes relating to the Agreement or the Services through final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be held in a location the parties agree to in writing.
TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY AND AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION.
The Agreement is effective on the date the applicable Engagement Letter or Appendix is signed and continues until the Services are completed or the Agreement is terminated. Either party may terminate for material breach on written notice and a reasonable opportunity to cure. We may withdraw from providing any or all Services on written notice; if we withdraw for reasons other than your breach, we will refund prepaid fees for Services not yet delivered. If we terminate for your breach (including non-payment), no refund is owed and all fees for Services performed become immediately due. Sections concerning confidentiality, records, non-solicitation, intellectual property, warranty disclaimer, limitation of liability, indemnification, and dispute resolution survive termination.
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