Red Rock Consulting & Tax, LLC
Version: 20251110
Welcome to Red Rock Consulting & Tax! This Standard Services Agreement outlines the standard terms governing our relationship. By engaging with us, you agree to these terms. Service-specific details will be provided in individual service quotes.
Definitions
“Red Rock”, “Us,” “We,” “Our” refer to Red Rock Consulting and Tax, LLC, including its partners, employees, agents, and affiliates. “You”, “Your” refer to the individual and/or business entity engaging Red Rock Consulting & Tax, LLC for services. “Services” refer to the tax preparation, accounting, and advisory services outlined in your Service Quote and governed by these Terms and Conditions. “Agreement” refers collectively to the Service Quote, these Terms and Conditions, and any other documents incorporated by reference.
Services Provided & No Legal or Investment Advice
We provide professional tax preparation, accounting, and advisory services. Service-specific details will be outlined in each Service Quote. We do not provide legal or investment advice. If you require such advice please consult with qualified legal / financial professionals.
Reliance on Information & Client Responsibilities
We rely on the information and documentation you provide to deliver services. Our work does not include auditing, reviewing, or verifying your data, and we are not responsible for detecting errors, fraud, or illegal acts. If we become aware of material errors or suspected illegal acts, we will inform you promptly. You agree to provide all necessary information, supporting documentation, and access to relevant accounts in a timely manner, and to respond to the Red Rock accountants or tax preparers performing services to you within 3 business days of requests or as mutually agreeable. For tax services, your responsibility includes identifying applicable states and localities for tax obligations; reviewing and approving all filings before submission and authorizing related transactions. Failure to meet these responsibilities may result in delays, additional fees, or inaccuracies. You acknowledge that penalties may be imposed by the IRS or other tax authorities for inaccuracies, late filings, or underpayments, and you are solely responsible for any such fees or penalties. For accounting services, your responsibilities include providing necessary financial information such as financial statements, payroll information, and sales information and access to relevant accounts potentially including bank accounts, payroll software, accounting software, or others as may be mutually agreed by you and the Red Rock accountants performing services for you. You will also notify us immediately of any suspected fraudulent activity related to your email, credit cards, bank accounts, or any other accounts that may be compromised.
Fees & Payment Policies
Payment will be charged automatically as outlined in your Service Quote using the payment method provided. If the payment method is declined, services may be suspended until an alternative method is provided. Non-payment may result in service suspension or termination. Outstanding fees will remain due. Unless you notify us prior to a charge that you wish to cancel or opt out of auto-renewal, your services will automatically continue. Our fees are subject to adjustment with at least thirty (30) days’ written notice which may be provided via email or other electronic means. Your continued use of our services constitutes acceptance of the new fees unless you notify us of cancellation before the change. By engaging with us, you authorize us to collect applicable fees using any eligible payment method on record, without additional notice unless required by law. We are not responsible for any damages resulting from the suspension or termination of services due to non-payment. To cancel services, contact us by email or phone as displayed on our primary website: www.redrocktax.com. All fees paid are non-refundable, including but not limited to early termination, dissatisfaction, or non-use of services. You acknowledge that Red Rock’s services involve professional time, scheduling, and pre-planning capacity reserved for you upon engagement, including reservations in advance. The value you purchase is the availability of our expertise and capacity, not merely the completion of a specific deliverable. Accordingly, no refunds or credits shall be issued once services are initiated or capacity has been allocated, regardless of outcome or completion status, except as required by law.
Secure Storage of Bank Information & Authorizations
You may provide Red Rock with your bank account information to facilitate payments and authorized transactions. By doing so, you expressly authorize the following:
- (a) Secure Storage: Red Rock may store your bank account information securely and indefinitely for future authorized use, in compliance with applicable privacy and data security laws, including the Gramm-Leach-Bliley Act (GLBA) and any state data protection requirements. Red Rock will implement reasonable administrative, technical, and physical safeguards to protect your financial information from unauthorized access or disclosure.
- (b) Making Payments to Us: You authorize Red Rock to initiate ACH debits or other electronic payments from the bank account(s) you provide for payment of fees, retainers, or other authorized charges for services, unless you provide an alternate form of payment and explicitly direct us to use that for payments. Each payment will be initiated only as authorized by you in a service quote, invoice, or electronic authorization form. If Red Rock initiates ACH debits, they will comply with all applicable NACHA rules governing electronic funds transfers.
- (c) Making Payments to the IRS or Other Vendors At Your Direction: At your written or electronic direction, Red Rock may use your stored bank account information to initiate payments to the IRS, state tax agencies, or other designated third-party vendors on your behalf. Such payments will only be made upon your explicit authorization for each transaction (for example, through IRS Form 8879, EFTPS enrollment, or other written instruction). You remain solely responsible for the accuracy of payment details, account information, and authorizations provided.
- (d) Client Responsibility and Revocation: You may revoke your authorization for Red Rock to store or use your bank information at any time by providing written notice. However, revocation will not affect any payments or transactions already authorized or initiated. You remain responsible for ensuring that sufficient funds are available for all authorized transactions and for any fees resulting from declined or returned payments.
Delinquent Accounts and Collections
Payments are due as stated in the invoice you receive for any service. If any account remains unpaid after reasonable notice, Red Rock may suspend services and refer the account to a collection agency or attorney for recovery. You agree to reimburse Red Rock for all reasonable costs incurred in collecting unpaid amounts, including collection agency fees, court costs, and attorney’s fees, to the fullest extent permitted by law. Red Rock reserves the right to withhold delivery of any work product, filings, records, or deliverables until all outstanding payments are received in full. Any work-in-progress remains the property of Red Rock until payment is received. Any such withholding shall not constitute a breach of this Agreement.
Automatic Renewal for Ongoing Services
Unless either party provides written notice of termination at least thirty (30) days before the end of the current service period, ongoing services shall automatically renew for successive terms under the same terms and conditions, subject to updated pricing as communicated by Red Rock.
Tax Return Penalties & Projections
You are solely responsible for any penalties or interest arising from understated tax liabilities or late filings, including in jurisdictions you fail to identify. Tax estimates and projections we provide are for planning purposes only and do not guarantee actual liabilities, which may vary due to changes in income, deductions, credits, tax law, or other factors. To ensure timely completion of your tax returns, you must provide necessary details at least 45 days before any filing deadlines. If this deadline is missed, we may need to file an extension. Penalties and interest may be imposed for underpayment of taxes or late payments, including for not remitting the proper amount of subsequent year tax estimates, and you accept sole responsibility for these liabilities.
Nature of Professional Services
While Red Rock will perform all services with professional care and diligence, you acknowledge that accounting, tax, and advisory outcomes depend on numerous factors beyond Red Rock’s control. Accordingly, Red Rock makes no guarantee or warranty, express or implied, regarding any particular outcome, refund, savings, or result arising from the services. Advice provided may not apply to future changes in law or your circumstances.
Monitoring of Requirements
Red Rock is not responsible for monitoring or notifying you of tax law changes, filing obligations, or compliance requirements after your tax returns or filings have been completed and delivered, unless you engage us for an ongoing advisory or compliance service that explicitly includes such monitoring.
Sales Tax Accounting Services
If we are providing any sales tax-related accounting services for you, and if you begin making sales outside your current state, you must notify us immediately. Different states have varying sales tax laws and a third-party company may need to be contacted for compliance.
Non-Solicitation
During the term of this Agreement and for twelve (12) months thereafter, you agree that neither you nor any of your affiliates, officers, employees, agents, or representatives will, directly or indirectly: (a) solicit, recruit, induce, or attempt to induce any person who is or was employed or engaged by Red Rock (including employees, partners, contractors, or consultants) to terminate, modify, or otherwise interfere with their relationship with Red Rock; (b) hire, retain, or engage such individual, whether as an employee, contractor, consultant, advisor, or in any other capacity; or (c) interfere in any way with Red Rock’s contractual or business relationships, including with its employees, contractors, vendors, or clients. This restriction applies regardless of whether the individual’s employment or engagement with Red Rock has ended and regardless of whether you had a prior personal, business, or professional relationship with that individual before their association with Red Rock. Any prior relationship does not exempt you from this restriction unless Red Rock provides prior written consent. This covenant is intended to protect the goodwill, client relationships, and personnel Red Rock has acquired, trained, or invested in, including those obtained through mergers or acquisitions. It applies only to individuals who, during or after their Red Rock engagement, had access to your client information or provided services to you. Violation of this provision will cause irreparable harm to Red Rock, entitling Red Rock to seek immediate injunctive relief and liquidated damages equal to the greater of (a) the individual’s most recent annualized compensation or (b) three (3) times the total fees paid by you to Red Rock during the twelve (12) months preceding the breach, in addition to any other remedies available at law or in equity. This restriction does not apply to individuals who respond to bona fide, general employment advertisements not specifically directed toward Red Rock personnel. You acknowledge that this covenant is reasonable and necessary to protect Red Rock’s legitimate business interests, including its goodwill, client base, and investment in acquired and trained personnel.
Non-Disparagement
You agree that, during the term of this Agreement and at all times thereafter, you will not make or cause to be made any false, misleading, or disparaging statements, whether written, oral, or electronic, about Red Rock, its partners, employees, contractors, successors, or affiliates. This includes, without limitation, statements made in person, through social media, online reviews, publications, or any other public or private forum that could reasonably be expected to harm Red Rock’s business reputation or goodwill. Nothing in this clause prohibits you from making truthful statements required by law, regulation, or legal process, or from providing honest information to any governmental, tax, or regulatory authority as legally required. In the event of a breach, Red Rock may seek immediate injunctive relief and recover all damages, costs, and attorney fees incurred in enforcing this provision. You acknowledge that this restriction is reasonable and necessary to protect Red Rock’s professional reputation and the goodwill of its client relationships.
Reporting Services & Additional Customer Responsibility
Customers for whom we provide reporting support and related services, including but not limited to support with any mandated reporting requirements under applicable federal, state, or local regulations such as Beneficial Ownership Information (BOI) have additional responsibilities that they are required to fulfill for us to provide the service, even if the service type is included in your Service Quote. You are solely responsible for identifying, tracking, and notifying Red Rock of all deadlines associated with such reporting, including providing prompt written notice of any deadline every time assistance is required (e.g., every year). Any ongoing or subsequent updates, amendments, or corrections to submitted reports due to changes in beneficial ownership, regulatory requirements, or other information mandated by FINCEN or any other regulatory body are the sole responsibility of the Customer. Red Rock assumes no obligation to monitor, update, or make corrections to any report after its initial submission of any report. Should you require further services for corrections or amendments, these must be separately requested in writing and may be subject to additional fees and terms. You agree to indemnify, defend, and hold harmless Red Rock, its partners, employees, and agents from any claims, penalties, fines, damages, or expenses arising from your failure to communicate reporting deadlines or maintain compliance with ongoing reporting obligations.
Communications & Data Security
We prioritize data security and will implement reasonable measures to safeguard your non-public personal information (NPI) in accordance with applicable laws, including the Gramm-Leach-Bliley Act (GLBA) and other relevant regulations. We also comply with state-specific privacy regulations where applicable. However, no system or method of communication can guarantee absolute security, and you agree to assume all risks associated with the transmission or storage of sensitive information. You are solely responsible for providing for maintaining appropriate safeguards for data you transmit or in your control. We will not be liable for any unauthorized access, disclosure, loss, or misuse of NPI, even if we could have foreseen or mitigated the risk, including if it arises from: Your actions, omissions, or negligence; your failure to secure your systems, accounts, or information; third-party access facilitated by your sharing of credentials or documents; or vulnerabilities inherent to electronic communication or storage methods, including those we use. For secure document sharing, we can provide access to a cloud-based storage system, which may be more secure than email. While you may access and share data through this system, we are not liable for any breaches or losses resulting from your use of the system or from third-party access. We may use email, fax, phone, or other electronic methods to communicate with you, including regarding confidential information. By using our services, you acknowledge and accept the risks associated with these methods and agree to protect any sensitive information you transmit to us in physical, digital, or any other form. You waive all claims against us for damages or liabilities arising from the use of these methods.
Record Retention
We will keep records related to this engagement for the greater of: (i) the amount of time such records are required for providing ongoing services and (ii) the amount of time required by federal, state, or local law or regulations, after which they will be either returned to you, destroyed, or stored in a cloud environment. We do not keep original documents except where required by applicable law so we will return such documents to you once they are no longer required for providing ongoing services. It is your responsibility to keep these records safe for potential future use, including potential examination by government or regulatory agencies. You are solely responsible for retaining all original tax records and supporting documentation for at least seven (7) years as these records may be needed in the event of an audit or inquiry by tax authorities.
Privacy & Confidentiality
IRS privacy laws prevent us from sharing your confidential information with anyone other than you without your explicit written authorization of consent. You, or in the case of a company a duly qualified officer / owner, will need to provide a signed authorization before we can release any tax return information to a third party. You agree to cover any reasonable expenses, including legal fees, that we incur while protecting your information as privileged. However, this confidentiality can be waived if you or anyone representing you shares the privileged information with a third party. We are not responsible for any loss or misuse of information shared by you or your representatives. We recommend you contact us before releasing any information to a third party.
Indemnification, Liability & Third Party Reliance Disclaimer
You agree to indemnify, defend, and hold harmless Red Rock, including its partners, employees, agents, and officers, from any claims, liabilities, losses, damages, costs, and expenses, including reasonable attorney fees, arising from: your breach of or failure to comply with this agreement; your failure to fulfill responsibilities, including providing accurate and timely information; fraudulent activities related to your accounts; or, any reliance by third parties on information we prepare for you unless explicitly authorized by us in writing. This indemnification includes penalties or interest imposed by federal, state, or local authorities due to your actions or omissions and extends to claims made by third parties. Red Rock will not be liable for any claims, losses, or damages beyond the total fees you paid for services, to the fullest extent permitted by law. Red Rock is not responsible for special, indirect, incidental, or consequential damages, such as loss of data or records, even if advised of the possibility of such damages. All claims, losses, or damages arising from this engagement must be brought within one year of the closing of the books for the applicable year, or in the case of tax services, within one year of the date we sign the relevant tax returns. This limitation applies to all legal actions, including breach of contract, negligence, and strict liability, unless prohibited by law. If additional information is required for Red Rock to provide additional services (e.g., completing a draft of a beneficial ownership information reporting form), you are solely responsible for verifying the accuracy and completeness of the information provided. Errors or omissions in any services provided due to inaccurate data you supply remain your responsibility. Any tax, accounting, or business advice provided by Red Rock is intended solely for your internal use and may not be relied upon by third parties or used for marketing, solicitation, or investor purposes without Red Rock’s prior written consent. You agree not to quote or reference Red Rock, its employees, or its reports in any public filing, offering document, or communication without written authorization.
Professional Judgment & Compliance with IRS Standards
For tax preparation services, we will prepare your tax returns using our professional judgment and in compliance with IRS standards, including Circular 230 and IRC §6694. If tax law is unclear or subject to differing interpretations, we will explain your options upon request and follow your instructions, provided they comply with applicable laws and regulations. We are prohibited from signing tax returns unless we reasonably believe that all tax positions meet the “more likely than not” standard, unless such positions are disclosed on a separate attachment to the return. We will not sign returns with positions lacking a reasonable basis. We apply a de minimis policy in alignment with IRS regulations (§1.263(a)-1(f)), classifying certain expenditures as expenses rather than capitalizing them. Under this policy, items costing $2,500 or less per item or invoice may be expensed, simplifying bookkeeping and tax reporting. However, the IRS may challenge these classifications, and you remain solely responsible for any resulting taxes, penalties, or interest.
Marketing Consent
By engaging with us, you explicitly consent to receive marketing communications, including emails, newsletters, promotions, and updates about our services and relevant offerings from selected partners or third parties. These communications may include general information or targeted messages tailored to your engagement with us, based on your service history, preferences, or interactions. We may use information you provide, including non-sensitive data collected during your engagement, to personalize and enhance the relevance of our marketing communications. This may include sharing aggregated or anonymized data with third parties for promotional efforts or to improve services. You may opt out of receiving marketing communications manage your preferences at any time by emailing us directly at the primary office email listed on www.redrocktax.com (currently: info@redrocktax.com). Opting out of marketing communications will not affect your ability to receive essential notifications related to the services we provide, such as billing updates, service changes, or compliance-related information.
Electronic Signatures & Communications
You agree that electronic signatures, digital acceptances (such as checking an acknowledgment box or providing typed consent), and electronic communications shall have the same force and effect as manually signed documents and written communications. All such forms of acceptance are deemed valid and binding for purposes of this Agreement and any related authorizations, including those involving IRS e-file forms or payment authorizations. Red Rock may rely on electronic communications and signatures as conclusive evidence of your consent, authorization, and intent to be legally bound.
Force Majeure
Red Rock will not be liable for any delay or failure to perform its obligations under this Agreement resulting from circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, terrorism, cyberattacks, system outages, strikes, changes in law, or actions by government authorities. In such cases, deadlines shall be extended for a period equal to the duration of the delay.
Termination Policies
You may terminate this agreement for any or no reason with thirty (30) days written notice. Red Rock may terminate services at any time and for any or no reason at its discretion. Our services will end upon the termination of this agreement. The service fee is non-refundable except as required by law. Our failure to insist upon or enforce your strict compliance with these conditions will not constitute a waiver of any of our rights.
Agreement Changes
We may update the terms of this engagement at any time, including fees, by providing notice to you. Your continued use of our services constitutes acceptance of these changes. If any change to these terms is found invalid, void, or for any reason unenforceable, that change is severable and does not affect the validity and enforceability of any remaining changes or conditions. Your continued use of our services after we change these terms constitutes your acceptance of the changes. If you do not agree to any changes, you must cancel our services.
Assignment
We may assign or transfer any rights or obligations under this engagement letter at our discretion, including to any successor or affiliated firm, without additional notice or approval.
Severability, Governing Law, and Entire Agreement
If any part of this agreement is found to be invalid or unenforceable, the rest will remain in full force and effect. This agreement is governed by Arizona law, without regard to conflicts of law principles. This agreement constitutes the entire understanding between the parties and supersedes all prior agreements, communications, or representations, whether oral or written. No oral statements or prior communications will modify or supplement this Agreement unless expressly agreed to in a written addendum signed by both parties.
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