Terms & Conditions

Last updated: September 28, 2026

Summary of What This Document Covers

These Terms and Conditions govern two different things:

Use of our websites by anyone who visits them (Part I).
Our professional services — bookkeeping, accounting, tax preparation, payroll, and advisory work — for clients who purchase them (Part II).

Using our website does not create a professional relationship with us. That relationship begins only when a written Engagement Letter is signed by both parties.

Sections 25 and 26 (Arbitration and Class Action Waiver) affect your legal rights. Please read them carefully.

0. Definitions

“Tukel,” “Tukel Accounting”, “we,” “us,” “our” — Tukel, Inc., a Delaware corporation doing business as Tukel, Inc. | Accounting, Tukel Accounting.

“Websites” — under tukelinc.com domain or tukelinc.co domian such as form.tukelinc.com or resources.tukelinc.com, and any other website we operate and identify as subject to these Terms. These Terms do not apply to cicekailem.com, which is operated by Tukel, Inc. as a separate business and is governed by its own terms of use and privacy policy published on that site.

“Visitor” — any person who accesses the Websites. We do not issue website accounts or credentials to Visitors.

“Client” — any person or entity that has executed an Engagement Letter with us.

“Business Client” — a Client that is a corporation, limited liability company, partnership, or other business entity.

“Individual Client” — a Client who is a natural person receiving personal tax services, including ITIN applications and individual income tax return preparation. Our Services are mainly sold to businesses. We market and provide the Services to companies and other organizations, not to individuals for personal, family, or household purposes, except where we prepare an individual income tax return for a person in connection with services provided to their business. . The Site is intended for business use.

“Engagement Letter” — the written agreement describing the specific services and the scope we will provide to a Client, the fees, and the period covered.

“Services” — the professional services described in an Engagement Letter.

“Content” — material we publish on the Websites or present at our events, including articles, guides, checklists, templates, videos, images, and software.

“Client Data” — information, documents, and records a Client provides to us or authorizes us to obtain.

“Client Systems” — third-party platforms owned or controlled by a Client to which the Client grants us access, as described in Section 17.3.

PART I — WEBSITE TERMS

1. Acceptance

By submitting an inquiry or registration form, registering for a webinar or other event, purchasing a service, or executing an Engagement Letter, you accept these Terms together with our Privacy Policy, which is incorporated by reference.

If you do not agree, do not use the Websites and do not purchase our Services.

2. Eligibility and Authority

The Websites and Services are available only to persons who are 18 years of age or older and who have the legal capacity to enter into a binding contract.

If you purchase or register on behalf of a business entity, you represent and warrant that:

You are duly authorized to bind that entity;
The entity is validly formed and in good standing; and
You will promptly notify us if your authority is revoked or changes.

We may require documentation of authority at any time.

3. No Professional Relationship Created by Website Use

Visiting the Websites, downloading Content, subscribing to our emails, attending a webinar, scheduling a call, or submitting an inquiry does not create an accountant-client, tax preparer-client, or any other professional relationship.

A professional relationship begins only when:

We have completed our client acceptance procedures, and
Both parties have signed an Engagement Letter.

We reserve the right to decline any prospective client for any lawful reason.

4. Content Is General Information Only

Content published on the Websites or presented at our events is general information. It is not tax, accounting, legal, investment, or financial advice, and it is not tailored to your circumstances.

Tax law changes frequently and applies differently depending on entity type, state, residency, treaty position, and many other factors. Do not act on our Content without obtaining advice specific to your situation.

We do not warrant that Content is current, complete, or accurate, and we are not liable for any action taken or not taken in reliance on it.

Errors. The Websites may contain typographical, technical, or pricing errors. We are not bound by an incorrectly stated price and may cancel or decline any order placed at a price resulting from such an error, in which case we will refund any amount charged in full. We may correct errors and update information at any time without notice.

5. Acceptable Use

You agree that you will not:

Use the Websites for any unlawful purpose or in violation of any applicable law;
Submit or transmit material that infringes intellectual property rights, is defamatory, obscene, harassing, or that discloses another person’s private information;
Impersonate any person or misrepresent your affiliation with any person or entity;
Interfere with the operation of the Websites, including through malware, denial of service, or attempts to gain unauthorized access to data or systems;
Use automated means to scrape or harvest the Websites, except that operators of public search engines may index publicly available pages;
Use the Websites or our events to collect competitive intelligence for a competing business; or
Attempt to circumvent any security or access control.

We may remove content and restrict access at our discretion for violations of this section. and suspend or terminate access at our discretion for violations of this section.

6. Forms, Event Registration, and Marketing Communications

We do not issue website accounts, usernames, or passwords to Visitors. The Websites may allow you to submit inquiry forms, book consultations, purchase services, and register for webinars and other events. Access to the tools we use to deliver the Services is provided only to Clients, as described in Section 17.

You agree to provide accurate information when submitting any form. Where you register on behalf of a business, you confirm you are authorized to do so.

Event registration. Registering for a webinar or event constitutes acceptance of these Terms. Sessions may be recorded; where a session is recorded, we will disclose this before it begins. Attendee questions and comments may be captured in the recording, and recordings may be made available afterwards. Do not disclose confidential or personal financial information during a session. Content presented at events is general information and is subject to Section 4. Attending an event does not create a professional relationship with us.

Marketing communications. Where you provide your email address, we may send you information about our services, events, and content. You may unsubscribe at any time using the link in any email or by writing to info@tukelinc.com. We will continue to send service-related communications to Clients regardless of marketing preferences.

Text messages. Where you separately opt in, we may send service-related or marketing text messages. Consent to marketing texts is not a condition of purchasing anything. Message frequency varies and message and data rates may apply, including international rates. Reply STOP to opt out and HELP for assistance. We do not share mobile numbers or SMS consent data with third parties for their marketing.

Where you are a Client, our use of your information for marketing purposes is additionally subject to Section 15, which restricts the use of tax return information for any purpose other than preparing your return.

7. Intellectual Property

The Content and the Websites are owned by us or our licensors and are protected by United States and international intellectual property laws.

Visitors may view publicly available Content for personal, non-commercial use. Clients may use materials we deliver as part of the Services for their own internal business or personal purposes.

You may not copy, republish, redistribute, sell, sublicense, modify, record, or create derivative works from the Content — including webinar recordings and presentation materials — without our prior written consent.

“Tukel, Inc.” and “Tukel, Inc. | Accounting” and “Tukel Accounting” and our logos are our trademarks. Nothing in these Terms grants you a license to use them.

8. Testimonials, Case Studies and Submitted Material

Testimonials require separate written consent. We will not publish your name, likeness, business name, or any statement identifying you as a client without a written consent. Where you are a tax client, that release will also include the consent required under Internal Revenue Code § 7216 (Section 15 below).

You may withdraw consent for a testimonial at any time by writing to info@tukelinc.com; we will remove it from our own properties within [30] days, though we cannot control third-party caches or archives.

Where you submit any material to us for publication, you represent that it is your own and does not infringe any third party’s rights, and you grant us a non-exclusive, worldwide, royalty-free license to host, display, and distribute it in connection with operating and promoting the Websites.

9. Communications With Us

Do not send sensitive personal or financial information — including Social Security Numbers, ITINs, passport images, or banking credentials — by ordinary email or through public forms on the Websites. Use the secure portal we provide to Clients.

Where you send us general feedback, suggestions, or product ideas that are not Client Data, we may use them without obligation or compensation to you. This does not apply to Client Data, which is governed by Sections 15 and 16.

10. Third-Party Links

The Websites may link to third-party sites. We do not control and are not responsible for their content, practices, or availability. Links are not endorsements.

Referral and Partner Arrangements. We may pay or receive referral fees in connection with introductions to or from third parties. Where a referral fee applies to your engagement, we will disclose it to you.

A referral does not make the referring party our agent, and we are not responsible for any advice, representation, or service they provide. Where we refer you to a third party, you contract with them directly.

We do not disclose your information to any referral partner without your consent, and tax return information is subject to Section 15 in all cases.

PART II — SERVICE TERMS

11. Relationship Between These Terms and Your Engagement Letter

Your Engagement Letter governs the specific scope, deliverables, fees, and period of your Services.

If there is a conflict between these Terms and your Engagement Letter, the Engagement Letter controls for that engagement.

Your Engagement Letter identifies the version of these Terms in effect when it was signed. Subsequent changes apply to you as set out in Section 29.

12. Our Professional Status and the Limits of Our Authority

12.1 Firm status

Tukel, Inc. is not a CPA firm.

Individual members of our team hold professional licenses, such as a CPA license, in their own right, as described below. A license held by an individual does not make Tukel, Inc. a licensed CPA firm, and nothing in our materials should be read as a representation that it is.

12.2 Individual credentials

Professional credentials are held by individuals, not by every member of our team. Our personnel include Certified Public Accountants licensed in the United States, holders of Preparer Tax Identification Numbers who prepare and review federal tax returns, Xero Certified Advisors, Gusto-certified payroll specialists, and experienced bookkeeping and client service professionals.

Work requiring a specific credential is performed or reviewed by personnel holding that credential. Other work is carried out by trained personnel under their supervision.

The individual responsible for your engagement, and their credentials, are identified in your Engagement Letter. Licensing details are available on request.

What this means in practice:

We hold Preparer Tax Identification Numbers and are authorized to prepare and e-file federal tax returns for compensation.
Representation before the IRS — the ability to advocate on your behalf in an audit, appeal, or collection matter — is restricted under Treasury Circular 230 to attorneys, Certified Public Accountants, and Enrolled Agents, with limited exceptions. We do have personnel authorized to represent clients before the IRS. Where we are not authorized, we will respond to routine notices as your preparer and will refer you to a qualified representative if a matter escalates. Representation, where available, is a separate engagement and is not included in standard packages.
We do not perform audits, reviews, or compilations or issue any attest report. We do not express an opinion or provide any form of assurance on financial statements. Financial statements we prepare are management’s representations, prepared from information you provide.
We do not provide legal advice. We are not a law firm. Contract, immigration, employment, and intellectual property questions require an attorney.
We do not provide investment advice. We are not registered investment advisers and do not recommend securities or investments.

13. Scope of Services and What Is Excluded

Unless your Engagement Letter expressly states otherwise, our Services are limited to United States federal and state tax, accounting, and payroll matters.

The following are outside the scope of every engagement unless separately agreed in writing:

Tax obligations in the country where you or any owner resides. This includes income tax, wealth tax, social security contributions, and reporting obligations in your home country.
Controlled foreign corporation, controlled foreign company, or similar anti-deferral rules applicable to owners under the laws of their country of residence.
Tax treaty analysis and treaty positions in any jurisdiction other than the United States.
Transfer pricing studies, documentation, or defense.
Non-U.S. subsidiaries, branches, or permanent establishments, and any foreign filing obligations arising from them.
Prior periods not expressly covered by your Engagement Letter, including amended returns and voluntary disclosure matters.
Audit representation, appeals, and collection matters.
Immigration, visa, and residency matters of any kind.

You are responsible for engaging a qualified adviser in your country of residence. U.S. filings we prepare may create or interact with obligations in your home country. We do not assess, monitor, or advise on those obligations, and we are not liable for consequences arising from them.

Availability outside the United States. Our Content addresses United States tax, accounting, and payroll matters. We make no representation that it is appropriate, lawful, or available for use in any other jurisdiction. Where you access the Content from outside the United States, you are responsible for compliance with the laws applicable to you.

14. Your Responsibilities as a Client

You agree to:

Provide complete, accurate, and timely information, documents, and records;
Respond to our requests within the timeframes stated in your Engagement Letter or, if none is stated, within [10] business days;
Maintain the underlying source documents supporting all transactions;
Review every tax return, financial statement, and filing we prepare before authorizing submission, and tell us about anything that appears incorrect or incomplete;
Notify us promptly of any material change — new entity, new state of operation, new owner, change of residence, new employee, new bank account, receipt of any tax notice;
Grant and maintain the access described in Section 17 that we need to perform the Services;
Make all management decisions and accept responsibility for them; and
Designate an individual with suitable skill and authority to oversee the Services on your behalf.

We rely on the information you provide and do not independently verify it. We are not responsible for taxes, interest, penalties, or other consequences arising from information that is inaccurate, incomplete, or provided late, or from your failure to review a filing before authorizing it.

Where a filing deadline is at risk because information has not reached us in time, we may file an extension where available, or decline to file. We do not guarantee that any deadline will be met where required information is received fewer than [15] business days before that deadline.

15. Confidentiality and Internal Revenue Code § 7216

15.1 Our duty of confidentiality

We treat Client Data as confidential. We will not disclose it except:

As you authorize in writing;
To our personnel and approved service providers who need it to deliver the Services and who are bound by confidentiality obligations;
Where required by law, subpoena, court order, or regulatory demand; or
As necessary to establish or defend a legal claim between us.

Where legally permitted, we will notify you before responding to a compelled disclosure.

15.2 Tax return information is separately protected

Internal Revenue Code § 7216 and Treasury Regulation § 301.7216 restrict how tax return preparers may use and disclose tax return information. Violation is a criminal offense. We comply with these rules, which means:

We will not disclose your tax return information to any third party — including any third-party preparer, outsourced provider, lender, investor, or other adviser — without your prior written consent in the form and format required by law.
We will not use your tax return information for purposes other than preparing your return.

15.3 Third-party preparers

We may engage third-party preparers to assist with return preparation. Where we do, we will obtain your § 7216 consent in advance and will identify the provider. You may decline; if you decline, we will tell you whether we can still deliver the service and at what fee.

15.4 Disclosure outside the United States

Some of the preparers and service providers we work with are located outside the United States.

Where we disclose tax return information to any of them, we will obtain your prior written consent. That consent will identify the recipient by name and location, state the purpose and duration of the disclosure, and disclose that your information may not be protected by U.S. privacy and data security law once transferred.

Offshore providers are bound by written confidentiality and data security obligations and are subject to the vendor oversight requirements of our information security program (Section 16).

You may decline. If you do, we will tell you whether we can still deliver the service and at what fee.

15.5 Consent is specific and revocable

Each § 7216 consent covers a stated purpose, a stated recipient, and a stated period. A general or open-ended consent is not valid and we will not ask for one. You may revoke a consent prospectively at any time in writing; revocation does not affect disclosures already made.

16. Data Security

We maintain a Written Information Security Plan as required by IRS Publications 4557 and 5708 and the FTC Safeguards Rule, 16 C.F.R. Part 314. Our program includes a designated security officer, documented risk assessment, access controls, multi-factor authentication, encryption of data at rest and in transit, service provider oversight, personnel training, and an incident response plan.

Breach notification. If we become aware of unauthorized acquisition of unencrypted Client Data, we will notify affected clients without unreasonable delay and will make any regulatory notifications required by law, including notification to the Federal Trade Commission where an incident affects 500 or more individuals.

Your part. You are responsible for securing your own devices, email accounts, and credentials, and for using the secure portal rather than email for sensitive documents. Many incidents in this industry begin with a compromised client email account.

No system is perfectly secure. We do not warrant that Client Data will never be subject to unauthorized access.

17. Tools and Systems

Delivering the Services requires access to a number of platforms. They fall into three categories, and different terms apply to each.

17.1 Systems we provide to you

Where your plan includes a subscription — for example accounting or document management software — we may establish and administer the account on your behalf. Unless your Engagement Letter states otherwise, the underlying subscription is held in our name and you receive user-level access for the term of the engagement.

Where a subscription is included in your plan, its cost is covered by your plan fee. Where it is not included, we will tell you before the subscription is established, and the cost will be billed to you separately or charged to your own payment method with the provider, as stated in your Engagement Letter.

Provider price increases are passed through. Where a provider increases its prices, we will give you at least [30] days’ notice of any resulting change to your fee or to the amount billed to you.

On termination, we will transfer the subscription to you upon your assumption of billing directly with the provider. You are responsible for completing the provider’s transfer process and for all fees from the transfer date. Where you do not complete the transfer within [30] days of the engagement ending, we may cancel the subscription, and data retained by the provider may be lost.

17.2 Systems we register on your behalf

Where we register you directly with a provider — for example payroll — the account is yours and we act as your authorized administrator.

You remain the employer of record and are responsible for the accuracy of employee data, for classification decisions, and for all employment obligations. We will transfer administrative control to you, or to a successor adviser you designate, on termination.

17.3 Your own systems — access we request

To perform the Services we need access to systems you control, which may include payment processors, banking platforms, e-commerce platforms, and similar accounts.

Wherever a provider supports named-user, role-based, accountant, or read-only access, we will request access by that method and will not ask you to share a password. You agree to grant access by that method where it is available, and to grant only the permission level we request.

Where no such method exists and you elect to provide credentials directly:

You confirm you have the authority to do so and that doing so does not breach your agreement with that provider;
You acknowledge that credential sharing may affect your rights against that provider in the event of unauthorized activity on your account, and that we do not assume any liability that provider would otherwise bear;
We will store credentials only in an encrypted credential manager, restrict access to personnel who require it, and delete promptly when the engagement end;
You will revoke our access immediately on termination and are responsible for confirming that revocation has taken effect.

We do not initiate payments, transfers, refunds, or payouts, and we do not change payout, banking, or beneficiary details, except where expressly authorized in writing for a specific transaction or where your Engagement Letter provides otherwise or where you authorize or enter your payment information to our systems such as Ignition or Karbon or other systems and platforms we may choose to use.

We access Client Systems only to the extent necessary to perform the Services. We are not responsible for the accuracy of data originating in those systems, for a provider’s fees, or for actions taken in those systems by you or anyone else.

17.4 Shared responsibilities

You are responsible for the confidentiality of your own credentials, for all activity under them, and for enabling multi-factor authentication wherever available.

Notify us immediately at info@tukelinc.com if you suspect unauthorized access to any system we touch.

Do not send tax documents, identification documents, or banking credentials by ordinary email — use the secure portal.

17.5 Providers generally

We use third-party platforms to deliver the Services. The providers relevant to your engagement are identified in your Engagement Letter, and a current list is available on request.

We select providers with regard to their security practices. For established platforms that contract on standard terms, we review the provider’s published security documentation and certifications. Where a provider will contract on negotiated terms, we impose written confidentiality and data security obligations.

We are not responsible for a provider’s outage, data loss, security incident, pricing change, or discontinuation, though we will work with you to migrate where that occurs. Your use of any provider’s platform is also subject to that provider’s own terms. We may change providers on [30] days’ notice.

Client Data may be stored and processed on provider systems, which may be located in the United States or elsewhere.

18. Individual Tax Services: ITIN Applications and Form 1040-NR

This section applies to Individual Clients.

18.1 Acceptance Agent status

Tukel, Inc. is not a Certifying Acceptance Agent (CAA) authorized by the IRS. We do not apply for ITINs.

18.2 Original documents

Where you send original identification documents to us, we will log receipt, store them in a secured location, and return them by [tracked, insured courier] at [our / your] expense. We will hold them no longer than necessary to complete the application.

We are not responsible for loss, delay, damage, or seizure occurring in the custody of any postal service, courier, or government agency, including the IRS. If you may need your passport for travel during the application period, tell us before sending it. Our total liability in connection with the handling of original documents is limited as set out in Section 23.

Consider obtaining a second passport from your issuing authority where your country permits it.

18.3 ITIN validity

An ITIN expires if it is not used on a federal tax return for three consecutive years. Tracking your ITIN’s status and renewing it is your responsibility unless renewal is expressly included in a current Engagement Letter.

19. Electronic Signatures, Authorizations, and Delivery [cenk bey burası da aynı şekilde, bilmediğim yerlerden]

You consent to conduct business with us electronically and to receive records, disclosures, and communications in electronic form. This consent is given under the federal E-SIGN Act and applicable state law.

E-file authorization. Federal law requires a signed authorization (Form 8879 or 8879-C, as applicable) before we may transmit a return. Where a remote electronic signature is used, IRS Publication 1345 requires identity verification. Knowledge-based authentication generally cannot be completed by a person without a U.S. credit history. Where that applies to you, we will use an alternative method — typically a wet-signed authorization returned as a scan, together with identity documentation — and we will tell you which method applies to your engagement.

We do not transmit any return without a valid signed authorization. Delays caused by the authorization process are not our responsibility.

You may withdraw consent to electronic delivery by writing to info@tukelinc.com, but doing so may make it impractical for us to deliver the Services.

20. Fees, Billing, Subscriptions, and Cancellation

20.1 Currency and payment

All fees are stated, invoiced, and charged in U.S. dollars. Where your payment instrument is denominated in another currency, your bank or card issuer will perform the conversion and may charge foreign transaction fees. Those costs, and any exchange rate difference, are yours.

20.2 Authorization to charge

You authorize us and our payment processor to charge the payment method on file for all fees when due. You must keep billing information current. You may authorize us to obtain updated card numbers and expiration dates from the card network where your card is replaced or reissued.

20.3 Recurring subscriptions

Monthly service plans renew automatically each month until cancelled. Before you enroll, we will disclose the recurring amount, the billing interval, and how to cancel, and we will obtain your affirmative consent to the recurring charge.

[cenk to review] Cancellation. You may cancel at any time by email to info@tukelinc.com. Cancellation takes effect at the end of the current billing period. We do prorate partial months.

We will send a renewal reminder before any [annual] charge and before any price increase, with at least [30] days’ notice of a price change.

Promotions. Promotional pricing, discounts, and bonuses are offered at our discretion, apply only as stated at the time of the offer, and are not guaranteed to remain available.

20.4 Fixed-fee and project services

Tax return preparation and other project work are billed as stated in your Engagement Letter. Fees for tax return preparation and other project work are payable in full before work commences, unless your Engagement Letter states otherwise.

Where the work required materially exceeds what was contemplated when the fee was quoted — for example because records are incomplete, additional entities or states are involved, or prior periods require correction — we will notify you and agree an additional fee with you before continuing. Where we cannot agree, either party may terminate and Section 20.5 applies.

Promotions. Promotional pricing, discounts, and bonuses are offered at our discretion, apply only as stated at the time of the offer, and are not guaranteed to remain available.

20.5 Refunds

[cenk to confirm]Fees for work already performed are non-refundable; where we have not commenced work, a full refund is available within 15 days; where an engagement is terminated mid-project, fees are prorated based on work completed.

20.6 Late payment and suspension [cenk to review]

Invoices are due within [15] days. We may charge interest at [1.5]% per month or the maximum permitted by law, whichever is lower, on overdue amounts.

We may suspend the Services where an invoice is more than [30] days overdue, including suspending access to systems described in Section 17.1. We will not knowingly allow a statutory filing deadline to pass without notice to you, but we are not obligated to perform work while payment is outstanding.

You are responsible for reasonable collection costs, including attorneys’ fees.

20.7 Chargebacks

Where you dispute a charge, contact us first. Initiating a chargeback without first contacting us is a breach of these Terms. Where a chargeback is resolved in our favor, you are responsible for the associated fees.

20.8 Personal guarantee

[OPTIONAL — We can delete if not applicable ]. Where the Client is a business entity, the individual who signs the Engagement Letter may be required to personally guarantee payment of fees. Where required, this will be stated in the Engagement Letter and separately signed.]

20.9 Taxes

Fees are exclusive of any sales, use, VAT, withholding, or similar taxes, which are your responsibility. Where you are required to withhold tax from a payment to us, you will gross up so that we receive the full invoiced amount.

21. Sanctions, Export Control, and Client Screening

You represent and warrant, on your own behalf and on behalf of every beneficial owner, director, and officer of any entity you represent, that none of them:

Is listed on the U.S. Treasury Department’s Specially Designated Nationals and Blocked Persons List or any other U.S. sanctions list;
Is owned or controlled, directly or indirectly, 50% or more in the aggregate by any such person;
Is located, organized, or resident in a country or territory subject to comprehensive U.S. sanctions; or
Is otherwise a person with whom U.S. persons are prohibited from transacting.

You will notify us immediately if any of this ceases to be true.

[cenk bey to review] We conduct sanctions screening at onboarding and periodically thereafter. We may suspend or terminate the Services immediately and without notice, and may be legally required to block funds and file a report, where a screening match arises or where we reasonably believe continued performance would violate sanctions or export control law. We have no liability to you for doing so.

22. International Clients and Data Protection

We serve clients whose owners, officers, and employees reside outside the United States. Personal data we process about those individuals is handled as described in our Privacy Policy, which sets out legal bases, retention periods, recipients, international transfer mechanisms, and the rights available to data subjects, including under the EU and UK General Data Protection Regulation where applicable.

Data will be processed in the United States and in other countries where our service providers operate. U.S. law may not provide the same level of protection as the law of your country of residence.

Where you provide us with personal data about any other individual — an owner, director, employee, or dependent — you confirm you have the authority and lawful basis to do so and have given that person any notice their local law requires.

23. Disclaimers and Limitation of Liability

23.1 Websites

The Websites and Content are provided “as is” and “as available,” without warranty of any kind. We do not warrant uninterrupted or error-free operation.

23.2 Services

We will perform the Services with the professional care and skill reasonably expected of a competent provider of similar services. We make no other warranty, express or implied, and specifically disclaim any implied warranty of merchantability or fitness for a particular purpose.

We do not guarantee any particular tax outcome, refund amount, tax saving, acceptance of a return or application, processing time, or absence of examination. Tax positions involve judgment and the tax authorities may disagree. Where a position is uncertain, we will tell you and the decision is yours.

23.3 Cap on liability

[cenk bey poliçeyi de gözeterek bakabilir misiniz bu maddeye]To the maximum extent permitted by law, our total aggregate liability arising out of or relating to the Services, the Websites, or these Terms — whether in contract, tort, statute, or otherwise — shall not exceed the total fees you paid to us for the specific service giving rise to the claim during the [twelve (12)] months preceding the event.

23.4 Excluded damages

We are not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost data, lost business opportunity, or business interruption, even where advised of the possibility.

23.5 Taxes, interest, and penalties

We are not liable for taxes, interest, or penalties you would have owed in any event. Where a penalty is assessed as a direct result of our error, we will assist you in seeking abatement at no additional charge, and our liability for that penalty is subject to the cap in Section 23.3.

23.6 Carve-outs

Nothing in this section limits liability for fraud, willful misconduct, or any liability that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations; where that applies, the limitation applies to the maximum extent permitted.

24. Indemnification

You will indemnify and hold harmless Tukel, Inc. and its officers, directors, employees, and agents from any claim, loss, liability, or expense (including reasonable attorneys’ fees) arising out of:

Information you provided that was inaccurate, incomplete, or misleading;
Your instruction to take a tax position after we advised against it or advised of its uncertainty;
Your breach of these Terms or your Engagement Letter;
Your grant of access to any Client System in breach of your agreement with that provider;
Your violation of law or of any third party’s rights; or
Your breach of the representations in Section 21.

25. Records, Retention, and Termination

25.1 Your records

We will return your original records on request. We may condition the release of work product on payment of outstanding fees, to the extent permitted by applicable law and professional standards, but we will not withhold records you provided to us.

25.2 Our work papers

Work papers, internal analyses, and similar materials we create are our property. We are not obligated to provide them to you or to any third party.

25.3 Retention

Retention periods are set out in our Privacy Policy. Maintaining your own complete records is your responsibility. Do not rely on us as your only record keeper.

Identification documents collected for ITIN purposes, including passport images, are retained only as long as necessary for the application and applicable record keeping requirements, and are then securely destroyed.

25.4 Termination

Either party may terminate an engagement on [30] days’ written notice. We may terminate immediately where:

Fees are more than [60] days overdue;
You have provided information we reasonably believe to be false;
Continuing would require us to violate law, professional standards, or a sanctions restriction; or
A conflict of interest arises that cannot be resolved.

On termination, fees for work performed through the termination date become due. Section 17 governs the handover of systems and access. Sections 15, 17.3, 23, 24, 25, 26, 27, and 30 survive.

25.5 Conflicts where we serve both an entity and its owners

Where we serve both a company and its owner or owners, an actual or potential conflict may arise — for example, in decisions about compensation versus distributions, or related-party transaction reporting. Your Engagement Letter will identify who the client is and will address how confidential information flows between the parties. Where a conflict develops that we cannot resolve, we may withdraw from representing one or all parties.

26. Governing Law

These Terms and any dispute arising out of them are governed by the laws of the State of [Delaware], without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27. Dispute Resolution

27.1 Informal resolution first

Before starting any formal proceeding, the party raising the dispute will contact the other in writing with a description of the dispute and the relief sought. Notices to us go to info@tukelinc.com; notices to you go to the email address on file for your engagement.

The parties will attempt in good faith to resolve the dispute. Neither party may commence arbitration until 30 days after that notice.

This requirement applies equally to both parties. The limitations period on any claim is tolled while this process is pending.

27.2 Binding arbitration [cenk bey bu kısma siz de dikkatli bakar msnz]

If the dispute is not resolved, it will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures, or its Streamlined Rules where the amount in controversy makes them applicable. The rules are available at www.jamsadr.com. The Federal Arbitration Act governs.

Seat and venue: [Wilmington, Delaware / Houston, Texas] — [CONFIRM. A fixed U.S. seat is necessary because clients and owners are located outside the United States. Hearings may be conducted remotely by agreement or at the arbitrator’s direction.]
Language: English.
Arbitrator: One arbitrator, selected under JAMS rules.
Fees: As allocated under JAMS rules. [CONSIDER: agreeing to bear the arbitrator’s fees for Individual Clients materially strengthens enforceability of this clause.]
Award: Final and binding; judgment may be entered in any court of competent jurisdiction, including for recognition and enforcement under the New York Convention.

Small claims exception. Either party may bring an individual claim in small claims court where it qualifies.

Injunctive relief. Either party may seek interim or injunctive relief from a court of competent jurisdiction to protect intellectual property or confidential information pending arbitration.

Consent to jurisdiction. For any proceeding permitted by this Section — including to compel arbitration, to seek interim or injunctive relief, or to confirm or enforce an award — you irrevocably consent to the personal and subject matter jurisdiction of the state and federal courts located in [Delaware], and waive any objection based on venue or forum non conveniens.

27.3 Class action waiver

Claims must be brought in an individual capacity only. Neither party may bring a claim as a plaintiff or class member in any class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any representative proceeding.

If this waiver is held unenforceable as to a particular claim, that claim must proceed in court and the remainder of Section 27 continues to apply to all other claims.

27.4 Time limit

[Burayı avukatla görüşün önerisi verdi claude siz bir bakın, yıl diğer polcy de 1 di claude 2 ye çekti]— a shortened limitation period may not be enforceable against all claim types or in all states, and may not be enforceable against professional negligence claims in some jurisdictions.] Any claim must be brought within [two (2)] years after it accrues, unless a longer period is required by law.

28. Copyright Complaints

Copyright. We respect intellectual property rights. If you believe material on our websites infringes your copyright, contact us at info@tukelinc.com with a description of the work and where it appears, and we will review it.

[cenk bey Digital Millennium Copyright Act diye de kanun varmış ve buraya reg olmak gerekiyormuş ama kullanıcıların bizim websitesine yüklediği ettiği bir şey olmadığı için, bununla ilgil madde yazmadım.]

29. Changes to These Terms

We may update these Terms. The Effective Date and Version number at the top will change.

Part I (Website Terms) changes take effect when published.

Part II (Service Terms) changes that materially affect Clients take effect only after at least [30] days’ notice by email. Continuing to use the Services after that date constitutes acceptance. Where you do not accept a material change, you may terminate under Section 25.4 without penalty, and fees will be prorated to the termination date.

We maintain an archive of prior versions below.

30. General

Entire agreement. These Terms, the Privacy Policy, and your Engagement Letter are the entire agreement between us and supersede all prior understandings on their subject matter.

Severability. If any provision is held unenforceable, the rest remains in effect.

No waiver. Our failure to enforce a provision is not a waiver of it.

Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets, on notice to you.

Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, epidemic, labor dispute, government action, utility or telecommunications failure, cyberattack, or the unavailability of a third-party platform. This does not excuse payment obligations. Where a force majeure event prevents a filing, we will pursue available relief such as an extension or penalty abatement.

Independent contractor. Nothing creates a partnership, joint venture, employment, or agency relationship.

No third-party beneficiaries. These Terms are for the benefit of the parties only.

Headings. For convenience only.

Language. English is the controlling language. Any translation is for convenience.

Contact

Tukel, Inc. | Accounting
2093 Philadelphia Pike, #2108
Claymont, DE 19703
United States

Email: info@tukelinc.com