Terms & Conditions

Effective October 10, 2026

These Standard Terms are incorporated into, and form part of, each Standard Engagement Agreement or Engagement Agreement (For Signature) (each, an “Agreement”) between Venning Services LLC (“Venning,” “we,” or “us”) and the client identified in the Agreement (“you”). Capitalized terms not defined here have the meanings given in the Agreement. If the client is a corporation, partnership, limited liability company, trust, estate, or other entity, “you” means that entity, and the individual who accepts or signs the Agreement on its behalf represents that he or she is authorized to do so. These Standard Terms apply to individual and business tax return engagements; provisions that refer to a particular type of return or taxpayer apply only where relevant.

1. SCOPE OF SERVICES

We will prepare only the returns identified in the Agreement, based on the information you provide. Our services do not include an audit or review of your financial information, and they are not designed to detect errors, fraud, defalcations, or other illegal acts. You are responsible for telling us about all jurisdictions in which you may have a filing obligation, including multistate and local filings; we will prepare only the returns listed in the Agreement or added in writing or by portal confirmation.

Any service not listed in the Agreement, including responses to notices, examinations, amended returns, tax planning, and representation before a taxing authority, is outside the scope of the engagement unless added in writing. Additional services are billed separately under a separate engagement.

For business returns, the following are also outside the scope of the engagement unless listed in the Agreement: payroll tax returns and federal tax deposits; sales and use tax returns; information returns such as Forms W-2 and 1099; franchise tax returns and annual reports; and bookkeeping, financial statement preparation, and adjusting entries beyond those needed to prepare the return. For a partnership, we do not serve as the partnership representative or designated individual for any examination, and decisions about that designation and any related elections are yours.

Our engagement is with you only. Your owners, partners, shareholders, members, beneficiaries, and officers are not our clients, and they are not third-party beneficiaries of the Agreement, unless we separately agree in writing to provide services to them. This applies even when we prepare Schedules K-1 or other information that is furnished to them.

2. INFORMATION YOU PROVIDE AND OUR RELIANCE ON IT

We will rely on the information you provide without independent verification. If information appears to us to be incorrect, incomplete, or inconsistent, we will make reasonable inquiries, and you agree to respond promptly and completely. You are responsible for retaining all receipts, statements, and other records that support your returns, because they may be required to substantiate your returns in an examination.

If you are a business, your management is responsible for maintaining your books, records, and internal controls, for the accuracy of the financial information you provide to us, and for reviewing and approving any adjusting entries we propose.

3. Sharing Your Information

We will recommend positions that meet the reporting standards applicable under the Internal Revenue Code, the Treasury regulations, applicable state law, and the professional standards governing our practice. Where the law is unclear, we will use our professional judgment consistent with those standards. Where a position requires disclosure on the return to avoid penalties, we will advise you of that requirement; the decision whether to disclose is yours. A taxing authority may challenge a position, and additional tax, penalties, and interest may result. A good-faith position that meets these standards is not an error by Venning for purposes of Section 13. You are ultimately responsible for the accuracy and completeness of your returns, and you should review each return carefully before it is filed.

4. ERRORS IN PRIOR OR CURRENT RETURNS

If we become aware of an error in a return we are preparing or in a previously filed return, or of a failure to file a required return, we will promptly inform you, explain the potential consequences, and recommend corrective action. We will not inform a taxing authority of the error without your permission, except as required by law. If you decline to correct a significant error, we may withdraw from the engagement, and we may be unable to prepare later returns that would be affected by the uncorrected error.

5. ELECTRONIC FILING AND PAYMENT OF TAX

Federal law and many state laws require us to file most returns electronically. We will provide each completed return to you for review before filing. You must sign the applicable e-file authorization for your return type (such as Form 8879 or its business-return equivalent) before we file. If you request that a return be filed on paper, we will explain any additional requirements that apply.

If you use ReverePay, no debit is made until you approve the exact amount in a Payment Allocation Statement and Debit Approval delivered with your completed return. ReverePay requires the payment authorization and EFTPS authorization that apply to your type of account and return, which we will provide to you. If you use ReverePay to pay a federal balance due, you should not elect electronic funds withdrawal on your e-file authorization for that balance, because doing so could result in a duplicate payment. We will prepare your e-file authorization accordingly. If you do not use ReverePay, you remain responsible for paying any balance due by its due date.

6. EXTENSIONS, PENALTIES, AND INTEREST

If we do not receive all necessary information by the date stated in our engagement communications, we may file an extension on your behalf. An extension extends the time to file but not the time to pay. The law provides penalties for late filing, late payment, and understatement of tax, and interest accrues on unpaid balances.

7. FEES AND BILLING

Our fees are stated in the Agreement. For engagements spanning more than one month, we may issue interim invoices for work completed. Payment is due upon delivery of the completed returns and before electronic filing. We may withhold filing of a return, and delivery of our work product for that return, until fees for that return are paid. We will not withhold records you provided to us on that basis (see Section 8).

8. RECORDS

Records you provide to us remain yours. We will return original documents upon completion of our work and, at your request, will promptly return any records you provided to us that are necessary for you to comply with your tax obligations, regardless of any fee dispute. We may charge a reasonable fee for copying, retrieval, and delivery, but we will not withhold records you provided to us on your initial request while awaiting payment of that fee.

We retain copies of returns we prepare, signed e-file authorizations, and our working papers in accordance with our record retention policy and applicable law, including the requirement under Internal Revenue Code section 6107(b) that a return preparer retain a copy of each return, or a list of taxpayers, for a prescribed period. Our working papers are our property. You remain responsible for maintaining your own records.

9. DATA PROTECTION AND TECHNOLOGY

We make reasonable efforts to safeguard your information, including encrypted transmission and storage, access controls, and secure client portals, and we collect only the information needed for the services you engage us to perform. Please transmit documents to us only through our secure portal or another method we approve. We are not responsible for the security of information while it is in your control or in transit by a method you choose.

We use tax preparation software, research tools, and other technology, including artificial intelligence-assisted tools, under the supervision of our professionals, who remain responsible for the work. We will disclose your tax return information to an artificial intelligence-assisted tool, or to a contractor located outside the United States, only with your signed consent.

10. ELECTRONIC COMMUNICATIONS

You consent to our communicating with you, and delivering documents to you, electronically, including by email and through our client portal. Electronic communications carry risks of interception, misdirection, and delay. You agree to notify us promptly of any change in your contact information.

11. TERMINATION AND WITHDRAWAL

You may terminate the engagement at any time by written notice. We may withdraw from the engagement by written notice if you do not pay our fees when due, do not provide information we need, decline to correct a significant error, or if continuing would conflict with applicable law or our professional standards. Termination of the engagement revokes any ReverePay debit that has not yet been initiated.

Fees upon termination or withdrawal. If the engagement ends before completion, whether because you terminate it or we withdraw, you agree to pay:

(a) our fees for the work completed through the date the engagement ends, based on the progress made and the time incurred; and

(b) any out-of-pocket expenses incurred, and any third-party costs we have committed to and cannot cancel, on your behalf.

Payment. Amounts owed are due within fifteen (15) days after we send you a final invoice. If you have paid more than the amount earned, we will refund the difference within the same period.

Work product. Until amounts owed are paid, we may withhold our work product for the engagement, including any draft or completed return. We will not withhold records you provided to us (see Section 8).

Late charges and collection. Unpaid balances accrue a late charge at the lesser of one and one- half percent (1.5%) per month or the highest rate permitted by law, beginning thirty (30) days after the invoice date.

Survival. Your obligation to pay amounts owed under this Section survives termination or withdrawal.

12. EMPLOYEE PLACEMENT

Venning strives to maintain a staff of quality, trained professionals. In recognition of the investment we have made in recruiting and developing our personnel, you agree that if any of our employees accepts a position with your company, any related party, or any affiliate, at any time while we are performing services for you or within one year thereafter, you will pay us a placement fee equal to the employee’s annual compensation in effect on the date such employment was contracted. If you need assistance locating a permanent employee, we can provide personnel search services for an agreed fee.

13. OUR RESPONSIBILITY FOR ERRORS AND DISPUTE RESOLUTION

Penalties and interest caused by our errors. If an error by Venning in preparing a return covered by the Agreement causes a taxing authority to assess penalties or interest, Venning will pay those penalties and interest, either directly to the taxing authority or by reimbursing you. An “error by Venning” means a mistake in our preparation of the return, such as a computational error, an omission of information you provided to us, or a position that does not meet the standards described in Section 3.

Tax owed is excluded. Venning will not pay any tax you owe, including additional tax resulting from the correction of an error or from an examination, because you would have owed that tax had the return been prepared correctly. Our commitment in this Section runs only to you and not to your owners, partners, shareholders, members, or beneficiaries.

Other exclusions.Venning will not pay penalties or interest to the extent they result from: information you provided that was inaccurate or incomplete, or information you did not provide; your failure to review, sign, file, or pay on time, or to respond to a notice; a position you directed us to take, or a disclosure you declined to make, after we advised you of the risk; or a change in law after the return was filed.

Other damages. Except as provided in this Section and to the extent permitted by law, neither party is liable to the other for indirect, consequential, special, or punitive damages.

Disputes.Any dispute related to this contract will be resolved by binding arbitration.

14. GENERAL PROVISIONS

Governing law.These Standard Terms and the Agreement are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules.

Order of precedence.If the Agreement and these Standard Terms conflict, the Agreement controls as to the returns covered and fees, and these Standard Terms control as to all other matters. Any separately signed consent or payment authorization governs its own subject matter.

No third-party beneficiaries. Nothing in the Agreement or these Standard Terms confers any right or remedy on any person other than you and Venning.

Versions and changes. We may update these Standard Terms from time to time. Each version is identified by number and effective date and is archived. The version in effect on the date you submit your tax information governs that engagement, and a later version does not apply to an engagement already in progress unless you agree in writing.

Entire agreement; severability; survival. The Agreement, these Standard Terms, and any separately signed documents described in the Agreement are the entire agreement concerning the engagement. If any provision is held unenforceable, the remainder stays in effect. Sections 3, 7, 8, 11, 12, 13, and 14 survive termination.