Terms of Service

I. Overview

A. This addendum to the engagement letter describes our standard Terms of Service (“Terms of Service Addendum”) related to our provision of services to you. This addendum, and the engagement letter, comprise your agreement with us (“Agreement”). If there is any inconsistency between the engagement letter and this Terms of Service Addendum, the engagement letter will prevail.

B. For the purposes of this Terms of Service Addendum, any reference to “The Phillips Group”, “TPG,” “we,” “us,” or “our” is a reference to The Phillips Group, Inc., and any reference to “you,” “your”, or “Client” is a reference to the party or parties that have engaged us to provide services.

C. This Agreement is entered into as of the date you sign your engagement letter or otherwise engage our services.

II. Termination and Withdrawal

A. Either party may terminate this Agreement at any time and for any reason by providing written notice to the other party.

B. If this Agreement is terminated before services are completed you agree to pay all fees and expenses we incur through the effective date of termination, with full payment due upon receipt.

III. Client’s representations and warranties

A. The Phillips Group is limited in who it can provide services to. To obtain The Phillips Group’s services, Client represents and warrants that:

1. It is entirely located in the United States of America. To be located within the USA means to be both operating and legally established in the USA;

2. Client is at least eighteen years old and has the authority to enter into this Agreement on behalf of any natural person or legal entity for whose benefit the Services are requested; and

3. Client has fully read and understood this Agreement and has sought the advice of counsel or decided after careful consideration to forgo retaining counsel.

IV. Billing and payment

A. In-Plan Billing. The Phillips Group will invoice on the first day of the month for Services provided or to be provided during the same month. The Phillips Group invoices for all Services not covered by a Plan when that Service is provided. The invoice is due upon receipt.

1. AutoPay for In-Plan Billing. Client agrees to enroll in The Phillips Group’s autopay program to pay all Fees, including both In-Plan and Out-of-Plan. Client acknowledges and agrees that The Phillips Group may submit monthly charges against Client’s payment method without further authorization from Client, until Client provides written notice terminating the autopay authorization or requesting a change in the payment method.

2. AutoPay is required for all In-Plan billing as it ensures timely and consistent payments, reducing the risk of missed or late payments and subsequent service interruptions.

3. The Phillips Group may change the Plan Fee in its sole discretion at any time. Client will receive notice of the change and reasonable opportunity to terminate this Agreement before the Plan Fee change takes effect.

B. Client will be considered to have accepted the new Plan Fee if Client does not provide notice of termination following a notice that the Plan Fee will change before the new Plan Fee takes effect.

1. All fees are fully earned upon payment and are non-refundable. This includes, but is not limited to, discounted prepayments.

2. Plan Changes. Client may upgrade or downgrade their Plan at any time. The Phillips Group will automatically charge the new rate to Client on the next invoice if the change is requested at least three business days before the last day of the month. If a Plan change is not requested at least three business days before the last day of the month, Client’s change may not take effect until after the following invoice.

C. Out-of-Plan Billing. The Phillips Group invoices for all Services not covered by a Plan, when that Service is provided. The invoice is due upon receipt.

1. AutoPay for Out-of-Plan Billing. As a convenience for our Out-of-Plan clients, we offer AutoPay as one of our payment methods. AutoPay ensures timely and consistent payments, reducing the risk of late fees and service interruptions.

2. Retainer. If our Agreement requires a retainer upon execution, you agree that the retainer will be earned as our professional time to complete the engagement is incurred. The retainer will be applied to the final billing, and any unused balance will be refunded at the end of the engagement.

D. All outstanding invoices must be paid prior to the release of the work-product(s) specified in the Agreement.

E. Fees. The Phillips Group’s fees are not contingent on any result.

F. Late Fee. Any invoices remaining unpaid 30 days after the date of invoicing are subject to a late fee of 1.5% of the outstanding balance, which may include previous late fees. Client agrees that this late fee is ordinary, necessary, and reasonable.

G. Invoicing method. As a courtesy to our clients, The Phillips Group sends invoices on the first of the month, periodically throughout the month, and/or when the service is engaged and fees become due. All invoices and accounting statements are sent electronically to the billing email address on file.

H. Billing disputes. Client must notify The Phillips Group in writing within seven days of receipt if Client is disputing any invoice in its entirety or in part and provide the reasoning for the dispute. Failure to notify within seven days of the dispute will constitute an acceptance of the invoiced amount.

I. Notices. Notices are valid only when The Phillips Group confirms receipt of the notice. Authorization may be terminated or the payment method changed by sending an email to billing@phillipsgrouptax.com. Client acknowledges that a notice terminating the autopay authorization or changing the payment method will not affect charges submitted before a notice is valid.

K. Non-payment. The Phillips Group retains the right to suspend or terminate its Services to Client immediately for nonpayment of any fees. If Services are terminated or suspended, Client will bear all responsibility for failure to meet any deadlines, including (without limitation) all penalties, interest, damages, or losses incurred by Client or The Phillips Group. In such cases, you assume all risk associated with your failure to meet any governmental or other deadlines.

L. Collection. If The Phillips Group must take any collection action, Client agrees to reimburse for all costs of collection, including (without limitation) all expenses and reasonable attorney fees.

M. Personal guarantee. Any natural person signing the Agreement and owning at least 20% interest in the entity Client agrees to be personally responsible for Client’s fees. Such person agrees that any fees agreed to in the Agreement and not paid by the entity Client will be paid for by the natural person representative in the same manner and amount as required by the Phillips Group.

V. Client’s obligations

A. Client information. Client warrants that information provided to The Phillips Group will be accurate and complete. Client will ensure that all information provided to The Phillips Group is up-to-date and will update the information on an ongoing basis to maintain its accuracy. Client understands that The Phillips Group relies on receiving accurate information from Client and The Phillips Group does not do independent verification of said information.

B. Brokerage, Investment Advisory or Digital Asset Statements. If you provide TPG with copies of brokerage, investment advisor, or digital asset statements, we will use the information solely for the purpose described in the Engagement Objective and Scope section of this Agreement. We will not monitor transactions, investment activity, provide investment advice, or supervise the actions of the entity or individuals entering into transactions or investment activities on your behalf.

C. Client portals. We will utilize Canopy (“Canopy Portal”, “Portal”), a collaborative, virtual workspace in a protected, online environment. Canopy permits real-time collaboration across geographic boundaries and time zones and allows The Phillips Group and Client to share data, engagement information, knowledge, and deliverables in a protected environment. In order to use Canopy, Client may be required by Canopy to execute a client portal agreement and agree to be bound by the terms, conditions and limitations of such agreement. Client agrees that The Phillips Group has no responsibility for the activities of Canopy and agree to indemnify and hold The Phillips Group harmless with respect to any and all claims arising from Client’s misuse of Canopy.

The Phillips Group is not a host for any of Client’s information. Client is responsible for maintaining Client’s own copy of this information. We do not provide back-up services for any of Client’s data or records, including information The Phillips Group provides to Client. Portals are utilized solely as a method of transferring data and are not intended for the permanent storage of Client’s information. Information on a portal such as Canopy may be deleted by The Phillips Group at any time, with or without notice to Client.

If Client decides to transmit Client’s confidential information to The Phillips Group in a manner other than a secure portal, Client accepts responsibility for any and all unauthorized access to Client’s confidential information. If Client requests that The Phillips Group transmit confidential information to Client in a manner other than a secure portal, Client agrees that The Phillips Group is not responsible for any liability, including but not limited to, (a) any loss or damage of any nature, whether direct or indirect, that may arise as a result of sending confidential information in a manner other than a secure portal, and (b) any damages arising as a result of any virus being passed on or with, or arising from any alteration of, any email message.

F. Proprietary Information. Client acknowledges that proprietary information, documents, materials, management techniques and other intellectual property are a material source of the services The Phillips Group performs and were developed prior to The Phillips Group’s association with Client. Any new forms, software, documents or intellectual property The Phillips Group develops during this engagement for Client’s use shall belong to The Phillips Group, and Client shall have the limited right to use them solely within Client’s business. All reports, templates, manuals, forms, checklists, questionnaires, letters, agreements and other documents which The Phillips Group might make available to Client are confidential and proprietary to The Phillips Group. Neither Client, nor any of Client’s agents, will copy, electronically store, reproduce or make available to anyone other than Client’s personnel, any such documents. This provision will apply to all materials whether in digital, “hard copy” format, or other medium.

G. Non-solicitation. Client agrees that during the term of this Agreement and for a period of one year following its termination, Client will not solicit any employee of The Phillips Group.

H. Mutual respect. Client agrees to always treat The Phillips Group’s officers, directors, employees, and agents with respect, kindness, and compassion.

VI. The Phillips Group’s obligations

A. Conflict of interest. The Phillips Group reserves that right to act for other clients whose interests do not conflict with Client’s interests.

If The Phillips Group learns of a conflict of interest, The Phillips Group will inform Client. If the adoption of ethical screens or other suitable safeguards will address the conflict, then The Phillips Group will adopt those reasonable safeguards. When possible, this action will be done on the basis of Client’s informed consent.

If we, in our sole discretion, believe a conflict of interest has arisen affecting our ability to deliver services to you in accordance with either the ethical standards of TPG or the ethical standards of our profession, we may be required to terminate our services without issuing our work product.

D. Third-party service providers or subcontractors. We may use a third-party service provider, subcontractors, commercially-available artificial intelligence, or software tools, some of which may utilize or offer artificial intelligence capabilities to assist us where necessary to help provide professional services to you or support the needs of our firm. This may include provision of your confidential information to the third-party service provider. We require our third-party service providers to have established procedures and controls designed to protect client confidentiality and maintain data security. As the paid provider of professional services, our firm remains responsible for exercising reasonable care in providing such services, and our work product will be subjected to our firm's customary quality control and data security procedures.

By accepting the terms of our engagement, you consent to the disclosure of your confidential information to third-party service providers, if such disclosure is necessary to deliver professional services to you or provide support services to our firm.

The Phillips Group requires that all providers have established procedures and controls designed to protect client confidentiality and maintain data security; but The Phillips Group is not responsible for the acts or omissions of Third-Party Providers.

G. Mutual respect. The Phillips Group agrees to always treat Client and Client’s officers, directors, employees, and agents with respect, kindness, and compassion.

VII. Confidentiality

A. Confidentiality of advice. Client will maintain any advice or opinion provided by The Phillips Group in the strictest confidence. Client understands that such information is confidential, whether or not it is marked as confidential upon receipt.

B. Unauthorized disclosure of advice. In concert with and along with the indemnification obligations under Section 9, Client shall indemnify The Phillips Group and its agents, directors, and employees for any claim arising out of any unauthorized disclosure of The Phillips Group’s advice and opinions, whether in writing or otherwise, including the reasonable attorney’s fees and cost of The Phillips Group. Client also agrees to reimburse The Phillips Group at its usual rates for the time spent on defending a claim arising in relation to Client’s breach of this provision.

C. Confidentiality of Client’s information. In providing services to you, we may require information that is considered confidential and may include Personally Identifiable Information (PII), i.e. information that can be used to distinguish or trace an individual’s’ identity such as address, bank account and social security information. We treat all client information, including PII, as confidential and have a duty to do so based on applicable laws and regulations. You agree to only provide us with information, including PII, that is necessary for us to provide services to you in accordance with the Agreement.

You acknowledge that all information furnished to us for, or in connection with, our services, including income tax return preparation services, may be disclosed to and used by external parties for the sole purpose of providing our services. Disclosures under this and the preceding section may consist of any PII under our control. For the avoidance of doubt, you acknowledge that your PII, including tax return information, may be disclosed to an entity located outside the United States.

Because our ability to disclose your PII to employees, subcontractors, commercially-available artificial intelligence, or software tools of TPG affects the service(s) that we provide to you and its (their) cost, we may decline to provide you with services or change the terms (including the cost) of the services that we provide to you if you do not consent to such disclosure. You acknowledge that your consent is valid for one year from the date of signature.

F. Electronic Data Communications and Storage. In the interest of facilitating our services to you, we may send data over the Internet, temporarily store electronic data via computer software applications hosted remotely on the Internet, or utilize cloud-based storage. Your confidential electronic data may be transmitted or stored using these methods. In using these data communication and storage methods, TPG employs measures designed to maintain data security. We use reasonable efforts to keep such communications and electronic data secure in accordance with our obligations under applicable laws, regulations, and professional standards.

You recognize and accept that we have no control over the unauthorized interception or breach of any communications or electronic data once it has been transmitted or if it has been subject to unauthorized access while stored, notwithstanding all reasonable security measures employed by us. You consent to our use of these electronic devices and applications during this engagement.

H. Marketing and Educational Communications. If we send you newsletters, updates, explanations of technical developments or similar communications, it is strictly for marketing or general educational purposes and should not be construed as professional advice on which you may rely. These communications, by themselves, do not create a contractual relationship between us and you, a binding obligation for us to provide services to you, nor a requirement on our part to monitor issues for you.

I. Third Party Links. In an attempt to provide increased value to our clients and website visitors, we may link to sites operated by third parties. However, even if the third party is affiliated with us, we have no control over these linked sites, all of which have separate privacy and data collection practices, independent of us. These linked sites are only for your convenience and therefore you access them at your own risk.

VIII. Records Management

A. Record retention and ownership. The Phillips Group will return any original records and documents Client provides on or before the conclusion of the engagement. The Phillips Group’s copies of Client’s records and documents are solely for The Phillips Group’s documentation purposes and are not a substitute for Client’s own records, and do not mitigate Client’s record retention obligations under any applicable laws or regulations. Client is responsible for maintaining complete and accurate books and records, which may include financial statements, schedules, tax returns and other deliverables provided to Client by The Phillips Group. If The Phillips Group provides deliverables or other records to Client via an information portal, Client must download this information within 365 days. Professional standards preclude The Phillips Group from being the sole repository of Client’s original data, records, or information.

Workpapers and other documents created by The Phillips Group are The Phillips Group’s property and will remain in The Phillips Group’s control. The Phillips Group’s workpapers will be maintained in accordance with The Phillips Group’s record retention policy and any applicable legal and regulatory requirements. A copy of The Phillips Group’s record retention policy is available upon request.

The Phillips Group destroys workpaper files after a period of seven (7) years. Catastrophic events or physical deterioration may result in damage to or destruction of The Phillips Group’s records, causing the records to be unavailable before the expiration of the retention period, as stated in the record retention policy.

D. Working paper access requests by regulators and others. State, federal and foreign regulators may request access to or copies of certain workpapers pursuant to applicable legal or regulatory requirements. Requests also may arise with respect to peer review, an ethics investigation, the sale of your organization, or the sale of our accounting practice. If requested, access to such workpapers will be provided under the supervision of firm personnel. Regulators may request copies of selected workpapers to distribute the copies or information contained therein to others, including other governmental agencies.

If we receive a request for copies of selected workpapers, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such request as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit the disclosure of information. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

G. Summons or subpoenas. All information you provide to us in connection with this engagement will be maintained by us on a strictly confidential basis.

If we receive a summons or subpoena which our legal counsel determines requires us to produce documents from this engagement or testify about this engagement, provided that we are not prohibited from doing so by applicable laws or regulations, we agree to inform you of such summons or subpoena as soon as practicable. You may, within the time permitted for our firm to respond to any request, initiate such legal action as you deem appropriate, at your sole expense, to attempt to limit discovery. If you take no action within the time permitted for us to respond, or if your action does not result in a judicial order protecting us from supplying requested information, we may construe your inaction or failure as consent to comply with the request.

If we are not a party to the proceeding in which the information is sought, you agree to reimburse us for our professional time and expenses, as well as the fees and expenses of our legal counsel, incurred in responding to such requests.

IX. Additional terms for monthly plans

A. The bookkeeping and accounting Services The Phillips Group will provide are prepared on the basis of information provided by Client. These Services are not intended to be a full set of financial statements.

B. Client has elected to omit substantially all the disclosures ordinarily included in financial statements prepared in accordance with the income tax basis of accounting.

C. The Phillips Group’s Service is not a review nor an audit of financial statements.

D. The Phillips Group may provide financial statement preparation Services, subject to the following:

1. The Phillips Group will prepare financial statements exclusively from information furnished by Client and will not audit or otherwise verify the information Client provides. As a result, the parties agree that:

a) The Phillips Group will not provide opinions or conclusions or provide any assurance of the financial statements.

b) The financial statements prepared by The Phillips Group are not meant to be relied on to identify or disclose any financial misstatements, fraud, error, wrongdoing, or noncompliance with laws or regulations.

2. The Phillips Group will maintain accounting books and prepare financial statements on an income tax basis.

X. Liability and indemnification

A. Losses. The Phillips Group is not liable for any losses, penalties, fees, surcharges, interest, or additional tax liabilities that Client causes any other person, or entity failing to provide information or providing The Phillips Group with incomplete, misleading, or false information, or if they are due to a failure to act on The Phillips Group’s advice.

B. Referrals. In the course of providing services to you, you may request referrals to products or professionals such as attorneys, brokers, or investment advisors. We may identify professional(s) or product(s) for your consideration. However, you are responsible for evaluating, selecting, and retaining any professional or product and determining if the professional or product meets your needs. You agree that we will not oversee the activities of and have no responsibility for the work product of any professional or the suitability of any product we refer to you or that you separately retain. Further, we are not responsible for any services we perform that fail to meet the intended outcomes as a result of relying on the services of other professionals or products you may retain.

C. Force Majeure. Neither party shall be held liable for any delays resulting from circumstances or causes beyond our reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, epidemics or pandemics as defined by The Centers for Disease Control and Prevention, or any law, order or requirement of any governmental agency or authority. However, no Force Majeure event shall excuse you of any obligation to pay any outstanding invoice or fee or from any indemnification obligation under this Agreement.

D. Limitations on Oral and Email Communications. We may discuss with you our views regarding the treatment of certain items or decisions you may encounter. We may also provide you with information in an email. Any advice or information delivered orally or in an email (rather than through a memorandum delivered as an email attachment) will be based upon limited research and a limited discussion and analysis of the underlying facts. Additional research or a more complete review of the facts may affect our analysis and conclusions.

Due to these limitations and the related risks, it may not be appropriate to proceed with a decision solely on the basis of any oral or email communication from us. You accept all responsibility for any liability, including but not limited to additional tax, penalties or interest resulting from your decision (i) not to have us perform the research and analysis necessary to reach a more definitive conclusion and (ii) to instead rely on an oral or email communication. The limitation in this paragraph will not apply to an item of written advice that is a deliverable of a separate engagement. If you wish to engage us to provide formal advice on a matter on which we have communicated orally or by email, we will confirm this service in a separate agreement.

F. Indemnity. Client agrees to indemnify and hold The Phillips Group, its officers, directors, employees, and agents harmless from and against any actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorney's fees), arising in relation with (i) this Agreement or the Services; (ii) Client’s breach or violation of the Agreement; (iii) Client’s unauthorized disclosure of The Phillips Group’s advice and opinions; or (iv) Client’s violation of the rights of any third party.

G. Limitation of aggregate liability. To the extent permitted by law, Client acknowledges and agrees that:

1. The Phillips Group won’t be liable for any consequential indirect, punitive, or special damages incurred by Client and related to this Agreement or Services.

2. In any calendar year, The Phillips Group's total liability to Client relating to this Agreement or the Services, whether in contract, tort, statutory, or otherwise, will be limited to 2 times the total amount of fees paid by you to The Phillips Group for the service giving rise to this liability. If there are no fees charged to you by The Phillips Group, The Phillips Group’s liability for all claims, damages, and costs arising from this engagement is limited to $250.

3. Notwithstanding anything to the contrary in this agreement, The Phillips Group and The Phillips Group stakeholders shall not be liable for any lost profits, indirect, special, incidental, punitive, consequential, or similar damages, to the extent such damages may be lawfully limited or excluded, of any nature even if we have been advised by you of the possibility of such damages.

4. In no instance will The Phillips Group be liable for any losses or damages Client suffers if Client’s use of Services violated this Agreement, the terms of use of the Portal, was unlawful in any way, or was an act or omission by Client that did not follow the advice of The Phillips Group.

XI. General provisions

A. Complete Agreement. This Agreement is fully integrated and describes the complete relationship between the parties. No promises or assurances have been made that add to, interpret, or contradict the terms of this Agreement, except that Client’s use of the Portal or other online tools may be subject to other terms of use or privacy policies specific to such other use, if any.

B. Assignability. The Phillips Group retains the right to assign its interest, rights, and obligations to a third party. Client may not assign its interest, rights, and obligations without the written consent of The Phillips Group.

C. Severability. If any portion of this Agreement is found to be unenforceable by a court of competent jurisdiction, the rest of this Agreement will remain in effect. The determination that a provision is unenforceable under certain circumstances will not render the provision unenforceable in different circumstances.

D. Headings for convenience only. The headings in this Agreement are included only for the reader’s convenience and should not be deemed to limit the scope or meaning of the provisions they accompany.

E. No modification unless in writing. No modification of this Agreement is valid unless it is in writing and signed by all parties, except for modifications of the Plan Fee in accordance with Section IV.

F. No third-party beneficiaries. No provision in this Agreement confers any rights upon any person other than the Parties and their successors and permitted assigns.

G. Applicable law and venue. This Agreement will be governed by and construed in accordance with California law, without regard to California’s choice of law principles. Venue for any claims arising out of this Agreement will lie exclusively in the Los Angeles Superior Court, Central District. All parties waive any other personal jurisdiction, venue, or forum non conveniens objections to a lawsuit brought in the Los Angeles Superior Court, Central District.

H. Timing for disputes. You agree that any claim arising out of this Agreement shall be commenced within four (4) year(s) from the date our services conclude as outlined in the Timing of the Engagement section of the Agreement, regardless of any longer period of time for commencing such claim as may be set by law. A claim is understood to be a demand for money or services, the service of a suit, or the institution of arbitration proceedings against The Phillips Group.

I. Attorneys’ fees. If any party to this Agreement institutes an action or proceeding against another party relating to the Agreement, the prevailing party will be entitled to recover its reasonable attorney’s fees and costs from the losing party.

J. Independent contractor. When providing services to your company, we will be functioning as an independent contractor and in no event will we or any of our employees be an officer of you, nor will our relationship be that of joint venturers, partners, employer and employee, principal and agent, or any similar relationship giving rise to a fiduciary duty to you.

K. Our obligations under this Agreement are solely obligations of The Phillips Group, Inc., and no partner, principal, employee, contractor, or agent of The Phillips Group, Inc. shall be subjected to any personal liability whatsoever to you or any person or entity.

L. Disclaimer of Legal and Investment Advice. The Phillips Group is neither a law firm nor an investment advisory firm. Under no circumstances do our services constitute, nor should they be construed as, legal advice. Similarly, under no circumstances do our services constitute, nor should they be construed as, investment advice.

M. Electronic Signature and Counterparts. Each party hereto agrees that any electronic signature intended to replicate a written signature, shall be presumed valid, and we may reasonably rely upon it. For purposes hereof, “electronic signature” includes, but is not limited to, a scanned copy of a manual signature, an electronic copy of a manual signature affixed to a document, a signature incorporated into a document utilizing touchscreen capabilities, or a digital signature. Documents may be executed in one or more counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement.

If you have any questions about our Terms of Service, please email us at legal@phillipsgrouptax.com, or write to us at:

The Phillips Group, Inc.

2300 E. Katella Ave., Suite 405

Anaheim, CA 92806