These terms govern our engagement — what we do, what you agree to, how we handle fees, and what happens in edge cases. Written plainly so both sides know exactly where they stand.
These Terms of Service ("Terms") constitute a legally binding agreement between TaxTrimIQ Strategic Partners ("TaxTrimIQ," "we," "our," or "us") and the business entity ("Client," "you," or "your") that engages our services by signing an Engagement Agreement, submitting an audit request, or otherwise accepting these Terms.
By engaging TaxTrimIQ, you confirm that you have the authority to bind your business to these Terms, that your business is a legal entity in good standing, and that the information you provide to us is accurate and complete.
These Terms apply to all services provided by TaxTrimIQ, including the initial audit, savings report delivery, implementation of findings, and any ongoing monitoring services. Where a signed Engagement Agreement contains terms that conflict with these Terms, the Engagement Agreement governs.
TaxTrimIQ provides sales tax recovery services to e-commerce businesses. The scope of services in a standard engagement is as follows:
Upon receipt of read-only API access to Client's Avalara or TaxJar account, TaxTrimIQ will conduct a multi-phase forensic audit of Client's sales tax transaction history, covering SKU classification analysis, exemption gap identification, jurisdictional rate validation, and nexus accuracy review. The audit lookback window is three years unless otherwise specified in the Engagement Agreement.
TaxTrimIQ will deliver a written Savings Report documenting all identified over-remittances, including SKU-level detail, applicable jurisdiction citations, recovery methodology, and a prioritized implementation roadmap. The Savings Report is provided at no charge regardless of findings.
Upon Client's written approval of findings, TaxTrimIQ will implement corrections in Client's tax platform, coordinate amended return filings with applicable state tax authorities, and update exemption registrations as required. No implementation activity commences without Client's explicit approval.
For the 12-month period following implementation, TaxTrimIQ will provide continuous jurisdiction rate monitoring, boundary change alerts, and quarterly micro-audits to prevent recurrence of the errors identified in the initial audit. This monitoring is included in the performance fee.
TaxTrimIQ reserves the right to modify or discontinue services with 30 days' written notice to active clients. In the event of service discontinuation, TaxTrimIQ will complete any in-progress audit and deliver the Savings Report prior to cessation.
The quality and completeness of audit findings depends on the accuracy and completeness of the data available. Client agrees to the following responsibilities:
TaxTrimIQ charges no upfront fees, retainers, or consultation fees. Our sole compensation is a performance fee equal to 20–25% of documented First-Year Savings, as defined in Section 5. The specific percentage within this range is agreed upon in the Engagement Agreement prior to commencing the audit.
The performance fee is earned upon completion of implementation — meaning after all approved findings have been corrected in Client's tax platform and any applicable amended returns have been filed. TaxTrimIQ does not invoice upon delivery of the Savings Report or at any point prior to implementation completion.
If the audit identifies no recoverable savings, or if Client elects not to approve any findings, no fee is owed. The audit, the Savings Report, and all associated work are provided at no charge.
Upon implementation completion, TaxTrimIQ will issue an invoice itemizing the implemented findings and corresponding fee calculation. Payment is due within 30 days of invoice date. Invoices unpaid after 45 days will accrue interest at 1.5% per month on the outstanding balance.
If Client disputes any portion of an invoice, Client must notify TaxTrimIQ in writing within 15 days of invoice receipt, specifying the disputed amount and basis for dispute. TaxTrimIQ will work in good faith to resolve disputes within 10 business days. Undisputed portions of an invoice remain due per standard payment terms.
| Fee Event | Amount Due | Timing |
|---|---|---|
| Audit & Savings Report | $0 | Delivered at no charge |
| Implementation (if approved) | 20–25% of First-Year Savings | Invoiced upon implementation completion |
| Year 2+ Monitoring Retainer | Flat annual fee (quoted separately) | Billed annually in advance |
| No savings found | $0 | Nothing owed |
The fee basis — "First-Year Savings" — is calculated as follows and documented in the Savings Report before any fee is invoiced.
First-Year Savings means the annualized value of sales tax over-remittances corrected by TaxTrimIQ's implementation, projected over a 12-month forward period based on Client's trailing transaction volume at the time of audit. It does not include estimated future savings from products not yet in catalog or from states not yet in nexus.
Both parties will review and agree on the savings calculation before the invoice is issued. Client may request a detailed workpaper showing the calculation methodology. If a material discrepancy is found after implementation, both parties will work in good faith to revise the calculation accordingly.
Both parties acknowledge that in the course of this engagement, each may receive or have access to confidential information belonging to the other. Each party agrees to the following obligations:
TaxTrimIQ will: (a) hold all Client data, financial information, and business details in strict confidence; (b) use Client information only to perform the services described in these Terms; (c) not disclose Client information to any third party without Client's prior written consent, except as required by law or to sub-processors bound by equivalent confidentiality obligations; and (d) implement and maintain appropriate technical and organizational measures to protect Client information.
Client will hold TaxTrimIQ's methodologies, audit engine processes, pricing structures, and proprietary findings frameworks in confidence and will not disclose or reproduce them for competitive purposes or share them with any third party that provides competing services.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was independently known by the receiving party before disclosure; (c) is rightfully received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the disclosing party gives prompt written notice where legally permissible.
These confidentiality obligations survive the termination of the engagement for a period of three years.
All audit methodologies, software tools, classification frameworks, rate databases, engine architectures, and proprietary processes developed by TaxTrimIQ are and remain the exclusive intellectual property of TaxTrimIQ. Engagement with our services does not transfer any ownership of or license to these assets beyond their use in delivering your specific audit.
The Savings Report delivered to Client — including all findings, SKU-level analysis, and implementation roadmap specific to Client's business — is Client's property upon delivery. Client may share it with their legal counsel, CFO, board, or tax advisors for the purpose of evaluating and implementing the findings.
TaxTrimIQ may use fully anonymized, aggregated, non-identifiable insights derived from completed audits to improve our services and, at our discretion, to publish general industry observations. No Client-identifiable data will be used for this purpose. Client's business name, brand identity, specific recovery amounts, or any combination of details that could identify the Client will never be disclosed without explicit written consent.
TaxTrimIQ does not warrant that all recoverable savings will be identified in a single audit, that all states will process amended returns within any specific timeframe, or that no state will subsequently challenge any reclassification. Tax law is complex and subject to change. Our work represents our best professional judgment at the time of analysis.
To the maximum extent permitted by applicable law, TaxTrimIQ's total liability to Client for any claim arising from or related to these Terms or the services provided shall not exceed the total fees paid by Client to TaxTrimIQ in the 12 months immediately preceding the claim.
In no event shall TaxTrimIQ be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, loss of revenue, or loss of business opportunity, even if advised of the possibility of such damages.
These limitations do not apply to liability arising from TaxTrimIQ's gross negligence, willful misconduct, or breach of confidentiality obligations.
Each party agrees to indemnify, defend, and hold harmless the other party and its officers, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
Client specifically agrees to indemnify TaxTrimIQ against any claims by state tax authorities arising from incorrect or materially incomplete information provided by Client that affected audit findings, or from Client's implementation of findings against TaxTrimIQ's documented recommendations.
These Terms become effective when Client accepts them and remain in effect until the engagement is formally closed — defined as completion of implementation and payment of any outstanding invoices — plus any ongoing monitoring period agreed upon.
Client may terminate the engagement at any time by providing written notice to TaxTrimIQ. Upon termination:
TaxTrimIQ may terminate the engagement with 14 days' written notice if Client materially breaches these Terms and fails to cure the breach within 10 days of notice. In such cases, any fees owed for completed implementation work remain due.
Upon termination, TaxTrimIQ will revoke all API access, cease all work product development, and initiate data deletion per the timeline described in our Privacy Policy. Confidentiality, intellectual property, limitation of liability, and payment obligations survive termination.
Before pursuing any formal dispute resolution, both parties agree to attempt resolution through good-faith negotiation. Either party may initiate this process by providing written notice of the dispute. Both parties agree to designate senior representatives to meet (in person or by video) within 15 business days of notice to attempt resolution.
If good-faith negotiation fails to resolve the dispute within 30 days, either party may request non-binding mediation with a mutually agreed mediator. The cost of mediation is shared equally. Mediation is a prerequisite to arbitration for all disputes except those involving confidentiality breaches or intellectual property infringement.
Any dispute not resolved through negotiation or mediation will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration will take place in Austin, Texas. The arbitrator's decision is final and binding, and judgment may be entered in any court of competent jurisdiction.
These Terms are governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.
These Terms, together with any signed Engagement Agreement, constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior negotiations, representations, warranties, and understandings.
If any provision of these Terms is found to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible. The remainder of the Terms will continue in full force and effect.
Failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce the same provision in the future or any other provision at any time.
Client may not assign its rights or obligations under these Terms without TaxTrimIQ's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of Client's assets, provided that the acquiring entity agrees in writing to be bound by these Terms. TaxTrimIQ may assign its rights and obligations in connection with a corporate transaction without Client's consent, with written notice to Client.
Neither party shall be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, acts of government, widespread system outages, or labor disputes. The affected party must provide prompt written notice and use reasonable efforts to resume performance as soon as practicable.
All legal notices under these Terms must be in writing and delivered by email with confirmation of receipt to the addresses specified in the Engagement Agreement. Notices are effective upon confirmed receipt.
TaxTrimIQ may update these Terms at any time. Material changes will be communicated to active clients via email with 30 days' notice. Continued engagement after the effective date of updated Terms constitutes acceptance. For clients mid-engagement, the version of the Terms in effect at the time the Engagement Agreement was signed governs that engagement unless both parties agree in writing to the updated terms.
For questions, clarifications, or legal notices related to these Terms, please contact us using the information below.
No retainer. No hourly. No surprises. Just a performance partnership built around your outcome.