Terms and Conditions

Service Agreement

Effective Date: April 1, 2026

These Terms and Conditions ("Terms") govern all professional services provided by Zion Accounting & Tax ("Zion," "we," "us," or "our") to any individual or entity ("Client," "you," or "your"). By engaging Zion for any services, signing an engagement letter or contract, using our website at zionaccountingtax.com, or providing us information to begin work, you agree to be bound by these Terms in full.

If you don't agree with these Terms, you must not use our services.

1. Parties and Relationship

1.1 Zion is a professional services firm providing tax preparation, accounting, bookkeeping, payroll, financial consulting, and related services from its principal place of business at:

1.2 The relationship between Zion and Client is that of independent contractor. Zion and its personnel are not employees, partners, or agents of Client, and Client is not an employee, partner, or agent of Zion.

1.3 No partnership, joint venture, or fiduciary relationship is created by these Terms or any engagement between Zion and Client, except where expressly required by applicable professional standards.

2. Scope of Services

2.1 Zion may provide one or more of the following services, as specifically agreed in an engagement letter, proposal, invoice, or signed contract (collectively, "Engagement Documents"):

Accounts payable, accounts receivable, bank reconciliations, bill payment, budget preparation, detailed general ledgers, financial statements (management-level, non-attest), general bookkeeping, payroll services, tax preparation, tax planning and compliance, business entity formation, advisory and consulting services, and other services as mutually agreed in writing.

2.2 The exact scope of work, deliverables, timelines, and assumptions are defined in the applicable Engagement Documents. Fees are based on the nature, complexity, and volume of work performed, structured as one-time project fees, per-deliverable fees, or fixed recurring service fees. We do not bill hourly.

2.3 Zion is not engaged to audit, review, or examine financial statements, or to provide assurance or attestation services, unless expressly and separately agreed in writing. Our work should not be relied upon to detect fraud or other irregularities unless a specific fraud investigation engagement has been agreed to in writing.

2.4 Client is solely responsible for all management decisions, financial policies, tax positions, and the accuracy and completeness of all information and records provided to Zion.

3. Disclaimers

3.1 No Legal Advice. Zion is not a law firm and does not provide legal advice. Nothing on our website, in our marketing materials, emails, reports, or other communications should be treated as legal advice. You are responsible for consulting your own licensed attorney regarding your specific legal circumstances.

3.2 No Investment or Insurance Advice. Zion does not act as a registered investment adviser, broker-dealer, or licensed insurance producer unless separately licensed, engaged, and expressly disclosed in writing. Any general discussion of investments, insurance, or financial strategy is informational only and does not constitute individualized advice.

3.3 No Guarantee of Outcomes. Zion does not guarantee specific tax savings, financial results, business outcomes, or regulatory approvals. All advice reflects information available at the time services are rendered and is not automatically updated for later changes in law unless a separate ongoing advisory engagement is in place.

3.4 Information Currency. Financial, tax, and regulatory law changes frequently and is open to differing interpretation. Our advice reflects the law and guidance in effect when services are performed. Zion isn't responsible for legal changes occurring after services are completed unless an ongoing advisory engagement says otherwise.

4. Client Responsibilities and Cooperation

4.1 Client agrees to provide full, accurate, and timely information and documentation needed for Zion to perform the services; grant access to accounting systems, software, portals, and relevant third-party platforms as needed; review and approve all returns, reports, filings, and deliverables before submission; notify Zion promptly of changes in ownership, structure, contact information, banking details, legal proceedings, or other material events; and respond to requests for information within a reasonable time to avoid delays.

4.2 Client acknowledges Zion relies on information provided by Client and Client-designated third parties, and Zion is not responsible for verifying the completeness or accuracy of that information beyond procedures expressly agreed in writing.

4.3 Client is solely responsible for the accuracy and completeness of all financial information provided, and for any resulting tax, regulatory, financial, or legal consequences arising from inaccurate, incomplete, or untimely information.

4.4 Client is responsible for maintaining its own complete copies of source records and deliverables. Zion may retain copies per its own retention policies, but Zion's files are not a substitute for Client's own recordkeeping obligations.

5. Fees, Billing, and Payment Terms

5.1 All fees are based on the amount, complexity, and scope of work, as set out in the applicable Engagement Documents, structured as one-time fixed project fees, fixed fees per deliverable, or recurring fixed service fees for ongoing work. Zion does not bill hourly; fees reflect the full value of the agreed work.

5.2 Unless otherwise specified in writing, payment is due in full before Zion begins work on any service or engagement.

5.3 Zion may require retainers, deposits, or prepayments at its discretion, and reserves the right to suspend work, withhold deliverables, or terminate an engagement if invoices aren't paid when due. Client remains solely responsible for penalties, interest, or other adverse consequences resulting from delayed filings caused by non-payment.

5.4 Unpaid invoices may incur interest or late fees at the maximum rate permitted under California law. Client agrees to reimburse Zion for reasonable collection costs, including attorneys' fees and court costs.

5.5 Quoted fees exclude out-of-pocket expenses such as government filing fees, courier charges, third-party software licensing, or payment processing fees. These are billed separately.

5.6 Zion may adjust recurring fees with at least thirty (30) days' written notice. Continued use of services after that notice period constitutes acceptance of the revised fees.

6. Confidentiality and Data Protection

6.1 Zion maintains strict confidentiality over all personal, financial, business, and sensitive information provided by Client, and will not disclose it to third parties except as expressly authorized by Client in writing; as required or permitted by law, regulation, or court order; to Zion's employees, contractors, and service providers on a need-to-know basis under binding confidentiality obligations; to tax authorities or regulatory bodies as required; or to Zion's own professional advisors in connection with Zion's business operations.

6.2 As tax and accounting professionals, Zion adheres to confidentiality standards under the AICPA Code of Professional Conduct, IRS rules on tax return preparer confidentiality, and applicable state ethics requirements.

6.3 Zion's collection, use, storage, and protection of personal information is further governed by our Privacy Policy, incorporated into these Terms by reference. By engaging Zion's services, you acknowledge you've read and agree to our Privacy Policy.

7. SMS / Text Messaging Terms

7.1 If you opt in to SMS messages from Zion, you consent to receive appointment reminders and confirmations, follow-up and account status communications, billing notices, two-factor authentication codes, important updates on deadlines or account matters, and, only with separately obtained consent, marketing messages.

7.2 Message frequency may vary, up to approximately 20 messages per week depending on account activity and services used.

7.3 Standard message and data rates may apply based on your carrier and plan; you're responsible for those charges.

7.4 To opt out at any time, reply "STOP" to any message from Zion. For help, reply "HELP" or visit our support page.

7.5 Zion will not sell, share, rent, or disclose your SMS opt-in data, phone number, or consent information to any third party for marketing purposes. This data is used solely for communication between Zion and you.

7.6 SMS opt-in and consent records are retained for compliance and service purposes only; message content is retained for 30 days unless a longer period is required by law or legitimate business need.

8. Website and Third-Party Links

8.1 Zion's website is provided for informational purposes. While we aim for accurate, current content, we make no representations or warranties about the completeness, accuracy, or timeliness of anything published on our site.

8.2 Our website may link to third-party sites or platforms. Zion isn't responsible for the content, accuracy, security, or privacy practices of any third-party site. Review the applicable terms and privacy policies of any external site you visit.

8.3 Zion uses cookies and similar technologies to improve functionality, analyze usage, personalize content, and support secure portal access. You can manage cookie preferences through your browser settings. Zion honors Do Not Track (DNT) signals.

9. Third-Party Service Providers

9.1 Zion may engage third-party vendors, cloud storage providers, software platforms, and other service providers to deliver or support our services, including hosting, document storage, email delivery, payment processing, payroll software, tax platforms, and SMS messaging.

9.2 All such third parties are contractually required to protect your information and use it only as directed by Zion and as necessary to perform services on Zion's behalf.

9.3 Zion maintains a list of active sub-processors, available upon written request, identifying each sub-processor, the services they provide, and the information they process.

9.4 Zion is not liable for the independent acts or omissions of third-party service providers beyond Zion's own contractual and statutory obligations to you.

10. Intellectual Property and Work Product

10.1 Zion retains all right, title, and interest in its proprietary templates, methodologies, checklists, tools, software, know-how, and systems used in providing services, including any enhancements or modifications.

10.2 Upon full payment, Client receives a non-exclusive, non-transferable license to use deliverables produced for Client (tax returns, financial statements, reports, etc.) for Client's own internal business, compliance, and filing purposes. Client may not resell, license, or commercially exploit Zion's proprietary materials, tools, or methodologies.

11. Term and Termination

11.1 These Terms apply to all services provided by Zion to Client beginning on the Effective Date and continue until all active engagements have been completed or terminated as described below.

11.2 Either Party may terminate an engagement as follows:

• Mutual termination: By providing the other Party at least thirty (30) days' written notice
• Client-initiated termination: By providing Zion at least thirty (30) days' written notice
• Zion-initiated termination: By providing Client at least thirty (30) days' written notice

11.3 Zion may suspend or immediately terminate services without advance notice for cause, including but not limited to non-payment of any outstanding invoice, breach of these Terms or any Engagement Document, requests or instructions Zion believes in good faith to be unethical, fraudulent, or unlawful, or Client's failure to cooperate in a manner that makes the engagement impractical or impossible to complete.

11.4 Upon termination, Client must immediately pay all outstanding invoices, including fees for all work performed and all authorized expenses incurred through the effective date of termination. Zion may retain copies of work papers and records as required by applicable law and professional standards.

11.5 The following sections shall survive termination of any engagement or these Terms: Section 3 (Disclaimers), 4.3 (Client Responsibility for Accuracy), 6 (Confidentiality), 10 (Intellectual Property), 11.4 (Payment Upon Termination), 12 (Limitation of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 15 (Governing Law).

12. Limitation of Liability

12.1 To the fullest extent permitted by applicable law, Zion's total cumulative liability to Client for any and all claims, losses, damages, or expenses of any kind arising out of or in connection with any engagement or these Terms, whether in contract, tort, negligence, strict liability, or otherwise, shall not exceed the greater of: the total fees actually paid by Client to Zion for the specific engagement giving rise to the claim during the twelve (12) calendar months immediately preceding the event; or the available limits of Zion's applicable professional liability/errors and omissions insurance policy in force at the time of resolution.

12.2 In no event shall either Party be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunity, business interruption, or loss of data, even if such Party has been advised of the possibility of such damages.

12.3 These limitations shall not apply to the extent expressly prohibited by applicable law, or in cases of gross negligence or willful misconduct by Zion.

13. Indemnification

13.1 Client shall indemnify, defend, and hold harmless Zion and its owners, officers, members, employees, contractors, and agents (collectively, "Zion Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or related to Client's breach of these Terms or any Engagement Document; Client's use or misuse of the deliverables or services provided by Zion; any inaccurate, incomplete, fraudulent, or misleading information supplied by Client or on Client's behalf; Client's failure to comply with any applicable law, regulation, or governmental requirement; or any third-party claims arising from Client's business operations, tax positions, or financial decisions.

13.2 Zion will promptly notify Client of any claim subject to indemnification and will cooperate reasonably in the defense of such claim, at Client's expense.

14. Compliance With Laws and Professional Standards

14.1 Zion will perform services in material compliance with applicable U.S. federal and state laws, regulations, and professional standards, including Internal Revenue Service regulations and Circular 230, state tax agency requirements, the Gramm-Leach-Bliley Act (GLBA), the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR) where applicable, the AICPA Code of Professional Conduct, the Fair Credit Reporting Act (FCRA), CAN-SPAM Act and TCPA for electronic and SMS communications, Payment Card Industry Data Security Standard (PCI DSS) where applicable, and other applicable state and federal laws.

14.2 Client is responsible for ensuring its own compliance with all laws and regulations applicable to its business or personal affairs, including employment law, sales and use tax, corporate governance, licensing, and recordkeeping obligations. Zion's services do not relieve Client of these independent compliance obligations.

15. Dispute Resolution and Arbitration

15.1 The Parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms or any engagement through informal written notice and direct discussion within thirty (30) days of the written notice.

15.2 If the dispute cannot be resolved informally within that period, it shall be submitted to and settled by binding arbitration in Riverside County, California, before a single neutral arbitrator, conducted in accordance with the rules of a recognized arbitration provider mutually agreed upon by the Parties, or, if they cannot agree, as designated by a court of competent jurisdiction.

15.3 Either Party may commence arbitration at any time after the informal resolution period expires by providing written notice of arbitration to the other Party. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

15.4 Each Party shall bear its own attorneys' fees and costs incurred in arbitration. Arbitration administration fees and arbitrator compensation shall be shared equally by the Parties unless the arbitrator determines otherwise as permitted by applicable law.

15.5 Nothing in this Section prevents either Party from seeking emergency, temporary, or preliminary injunctive or equitable relief in a court of competent jurisdiction to prevent irreparable harm pending the conclusion of arbitration.

16. Governing Law and Venue

16.1 These Terms and all engagements between Zion and Client shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles.

16.2 Subject to the mandatory arbitration provisions in Section 15, any judicial proceeding (including proceedings to enforce or confirm an arbitration award) shall be brought exclusively in the state or federal courts located in Riverside County, California, and the Parties hereby irrevocably consent to personal jurisdiction and venue in such courts.

17. Electronic Communications and Signatures

17.1 Client consents to receiving communications from Zion electronically, including via email, SMS, client portal, and other digital channels, which may include sensitive financial and personal information. If you wish to receive communications by a different method, please notify us in writing.

17.2 Electronic signatures, click-wrap acceptance, electronic initials, and other forms of digital consent to these Terms or any Engagement Documents shall have the same legal force and effect as original handwritten signatures, to the fullest extent permitted by the Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and applicable California law.

18. Entire Agreement and Order of Precedence

18.1 These Terms, together with all applicable Engagement Documents, invoices, and Zion's Privacy Policy, constitute the entire agreement between Zion and Client with respect to the subject matter herein and supersede all prior proposals, discussions, representations, negotiations, or agreements, whether oral or written.

18.2 In the event of a direct conflict between these Terms and a specific Engagement Document signed by both Parties, the Engagement Document shall control only with respect to the specific conflicting provision, and these Terms shall govern all other matters.

19. Amendments and Updates

19.1 Zion may update or revise these Terms from time to time to reflect changes in services, operations, applicable law, or regulatory requirements. Updated Terms will be posted on our website with a revised effective date and/or provided to you by email or portal notification.

19.2 Continued use of Zion's services after the revised effective date constitutes your acceptance of the updated Terms. If you do not agree to updated Terms, you must notify Zion in writing and discontinue use of services, subject to payment of all amounts then due and outstanding.

20. Severability

If any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect without interruption.

21. No Waiver

Zion's failure to enforce any provision of these Terms on one or more occasions shall not be construed as a waiver of Zion's right to enforce that provision or any other provision in the future. All waivers must be in writing and signed by an authorized representative of Zion to be effective.

22. No Third-Party Beneficiaries

These Terms are for the sole and exclusive benefit of Zion and Client. Nothing in these Terms is intended to, or shall, create any rights, benefits, or obligations for any third party, including but not limited to shareholders, members, family members, affiliates, employees, or creditors of either Party.

23. Notices

23.1 All formal notices required or permitted under these Terms shall be in writing and deemed duly delivered when delivered personally to the receiving Party; sent by certified U.S. mail, return receipt requested; sent by a nationally recognized overnight courier service with confirmation; or sent by email with confirmed delivery or read-receipt acknowledgment (except for notices legally required to be sent by physical mail).

23.2 Notices to Zion shall be directed to:

24. Children's Privacy

Our services are not directed to individuals under the age of 18. Zion does not knowingly collect personal information from minors. If we become aware that personal information has been inadvertently collected from a person under the age of 18, we will promptly delete it.

25. Data Breach Notification

In the event of a confirmed data breach that affects your personal information, Zion will notify affected individuals without undue delay, and generally within 72 hours of becoming aware of the breach; provide information on the nature of the breach, the data affected, and the steps Zion has taken to address it; offer guidance on protective measures you may take; and notify relevant supervisory authorities as required by applicable law.

26. Force Majeure

Zion shall not be held liable or in breach of these Terms for any delay or failure to perform its obligations resulting from causes beyond Zion's reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, cyberattacks by third parties, power failures, or internet disruptions. Zion will notify Client promptly and resume performance as soon as reasonably practicable.

27. Acceptance

By signing an Engagement Document, submitting information to Zion to commence work, using Zion's services, or otherwise accepting these Terms (including electronically), Client confirms that Client has read, understood, and agrees to be bound by these Terms and Conditions in their entirety; that Client acknowledges all fees are based on the scope and amount of work to be performed, either as a one-time fixed project fee or a fixed recurring service fee, and that no hourly billing applies; that Client has had the opportunity to seek independent legal, tax, or financial advice prior to entering into any engagement with Zion; and that the person accepting these Terms on behalf of a business entity has the authority to bind that entity.

This Terms and Conditions document is entered into by Zion Accounting & Tax and the Client as identified in the applicable Engagement Documents and is effective as of the date first signed or accepted.