Terms & Conditions

Acceptance of these terms

These Terms & Conditions ("Terms") form a binding agreement between you and Hoyos & Baker Consulting LLC, an Illinois limited liability company ("Hoyos Baker," "we," "us," or "our"). By accessing our website, opening an account, signing an engagement letter, or otherwise using our services, you agree to be bound by these Terms, our Privacy Policy, and any engagement letter we sign with you. If you do not agree, please do not use the website or services.

You represent that you have read these Terms, that you have the authority to accept them on behalf of yourself or any entity for which you act, and that the entity, if any, will be bound by them.

About our services

Hoyos Baker provides a range of professional back-office services to small and mid-size businesses, including bookkeeping, federal and state tax preparation, year-round tax planning, advisory engagements, IRS and state notice response, AI automation and workflow engineering, and website design and hosting (collectively, the "Services"). The specific scope, deliverables, fees, and timing of each engagement are described in a separate written engagement letter or order form signed by both parties (an "Engagement Letter").

These Terms apply to all Services. Where an Engagement Letter and these Terms conflict, the Engagement Letter controls for the specific engagement it describes.

Eligibility

Our Services are intended for use by business owners, founders, finance and operations staff, and professional contacts who are at least 18 years old. By using the Services you represent and warrant that you meet these eligibility requirements and that the use is consistent with all laws and regulations that apply to you.

Account registration and security

Some Services require you to create or be provisioned an account. You agree to provide accurate, current, and complete information, to keep it accurate and current, and to keep your credentials confidential. You are responsible for any activity that occurs under your account and for promptly notifying us of any unauthorized use or suspected security incident at security@hoyosbaker.com.

Engagement letters & scope of work

Each professional engagement begins with a written Engagement Letter that defines the parties, the scope of the work, the deliverables, the timing, the fee, and any client-specific terms. Work outside the scope of an Engagement Letter is not part of the engagement, and we may decline to perform it or quote it separately.

We may, at our discretion, expand the scope of an engagement with your written approval (including approval by email). We may also withdraw from any engagement if we determine, in our reasonable professional judgment, that continued representation would create a conflict of interest, would violate applicable law or professional rules, or would otherwise be inappropriate, subject to our obligation to give reasonable notice and to provide an orderly transition.

Professional services disclaimers

Tax services and Treasury Circular 230

Our tax preparation and tax advisory work is performed by Enrolled Agents and qualified preparers in accordance with the Internal Revenue Code, Treasury Department Circular 230, and applicable state rules. Unless your Engagement Letter expressly states otherwise, we are not your legal counsel, not your investment advisor, and not your fiduciary. Any U.S. federal tax advice contained in correspondence with you is intended solely for your use in connection with the specific engagement described.

Bookkeeping

Our bookkeeping services are performed in accordance with generally accepted bookkeeping practices. They are not an audit, review, or compilation under the standards of the American Institute of Certified Public Accountants, and we express no assurance about the financial statements they produce.

No legal or investment advice

Nothing on our website or in any communication from us constitutes legal advice, investment advice, broker-dealer advice, insurance advice, or advice about any other matter that requires a separate professional license that we do not hold. You should consult an attorney, an investment advisor, or another appropriate professional regarding matters that fall outside the scope of our engagement.

Reliance on information you provide

Our work and any deliverable we produce are based on information you provide to us. We do not independently verify that information unless the Engagement Letter expressly says so. If the information you provide is incomplete or inaccurate, the deliverables we produce will be too — and you are responsible for the consequences.

Fees, billing, and payment

Fees for each engagement are set out in the relevant Engagement Letter. Unless the Engagement Letter says otherwise:

• One-time fixed-fee engagements are due in full when the corresponding deliverable is provided, except where an alternative milestone schedule is set out in the Engagement Letter.
• Monthly recurring services are billed in advance on the first day of each month for that month's work.
• Annual tax preparation fees are due at the time you sign the Engagement Letter for the relevant tax year.
• Out-of-pocket costs (filing fees, state registrations, paid software seats specifically procured for your engagement) are billed at cost without markup unless we have agreed otherwise.

Late payment. Invoices not paid within fifteen (15) days of issuance accrue interest at the lower of 1.5% per month or the maximum rate permitted by Illinois law, calculated from the original invoice date. We may, in our discretion, suspend Services for any client whose invoices are more than thirty (30) days past due, subject to giving reasonable notice.

Disputed charges. If you dispute a charge in good faith, you must notify us in writing within fifteen (15) days of the invoice date, providing reasonable detail. We will work in good faith to resolve the dispute. Undisputed amounts on the same invoice remain due on schedule.

Payment processing through Stripe

We use Stripe, Inc. as our exclusive payment processor. When you pay an invoice, your payment-card or bank-account details are collected and processed by Stripe under its own terms of service and privacy policy. Stripe handles encryption, tokenization, fraud screening, and storage of payment instruments under applicable PCI-DSS obligations. Hoyos Baker does not receive, see, or store full card numbers, CVCs, or bank-routing details on any system under our control.

By providing payment information through our Stripe-powered forms or invoice links, you authorize Stripe to charge the applicable amounts to the payment method you select, including any recurring amounts described in your Engagement Letter. You also agree to Stripe's terms of service and privacy policy, available at stripe.com/legal and stripe.com/privacy.

If a payment is reversed, charged back, or otherwise unsuccessful, you remain responsible for the underlying invoice and any fees, including reasonable attempts to collect.

Refunds, credits, and cancellation

Because most of our work is performed before invoicing (or in the case of fixed-fee engagements, the value is delivered at the milestone), we do not generally offer refunds for completed work. Specific refund and cancellation terms for each engagement are set out in the relevant Engagement Letter and may include:

• Monthly recurring services — you may cancel at any time on at least fifteen (15) days' written notice. The current month is non-refundable; future months will not be billed once we receive your cancellation.
• One-time engagements — refunds are governed by the milestone schedule in the Engagement Letter. Once a milestone deliverable has been provided, the fee for that milestone is non-refundable.
• Tax preparation engagements — fees are earned as the return is prepared. If you cancel before any work has begun, we will refund any deposit paid, less reasonable out-of-pocket costs.
• Website design engagements — governed by the Website Design section below.

Your responsibilities as a client

You agree to:

• Provide accurate, complete, and timely information and documents, and to respond to our requests for additional information within the timeframes described in the Engagement Letter.
• Designate one or more authorized representatives empowered to make decisions for your business in connection with the engagement and to communicate those decisions to us in writing.
• Review, sign, and return deliverables (including tax returns) before any applicable filing deadline. You are responsible for any penalties or interest caused by a delay in your review or response.
• Maintain copies of your own books and records and not rely solely on copies stored by us.
• Use the Services and the website only for lawful purposes and in compliance with applicable law.

Intellectual property

Our materials. The website, our methodologies, templates, working papers, checklists, tools, and software remain the exclusive property of Hoyos Baker. Nothing in these Terms or any Engagement Letter transfers ownership of any of those materials to you. You receive a limited, non-exclusive, non-transferable license to use deliverables we prepare for you in the ordinary operation of your business.

Your materials. Information, documents, and content you provide remain your property. You grant us a limited license to use them solely as needed to perform the Services and to comply with our legal and professional obligations.

Anonymized insights. We may use anonymized and aggregated information about engagements (such as benchmarks across clients) to improve our Services and to publish industry research, provided that the information cannot reasonably be used to identify you or your business.

Confidentiality

We hold non-public information you share with us in confidence, in accordance with the Privacy Policy, our internal information-security program, the IRS confidentiality rules applicable to tax preparers, and any additional confidentiality terms in the Engagement Letter. We will use that information solely to perform the Services and will not disclose it to third parties except as described in the Privacy Policy or with your written consent.

We may disclose non-public information without your consent only where required by valid legal process, where necessary to defend against a claim, or to government authorities where compelled by law, in each case limited to the minimum required.

Website design clients (additional terms)

If your engagement includes website design, the following additional terms apply:

• Deposit and milestones. Website engagements require a non-refundable design deposit and follow a milestone schedule described in the Engagement Letter. Final code, domain transfer, and hosting transition occur after final payment.
• Code and assets. Upon final payment, the custom code we wrote for you under the engagement is delivered to a repository you own, along with the rights necessary to operate, maintain, and modify it. Third-party libraries and templates we incorporate remain subject to their respective licenses.
• Hosting and maintenance. Optional monthly hosting and maintenance is billed in advance under the rates in your Engagement Letter. Cancellation requires at least fifteen (15) days' notice; we will provide an orderly migration package on request.
• Content you supply. You represent and warrant that any text, images, video, logos, or other content you provide for use on your site is owned by you or used with appropriate permission, and that it does not infringe any third-party right. You indemnify us against claims arising from your content.

Suspension and termination

Either party may terminate an engagement at any time, with or without cause, on the notice period set out in the Engagement Letter (or, if none is set out, on fifteen (15) days' written notice). Termination does not affect amounts already due for work performed.

We may suspend the Services or terminate an engagement immediately if you fail to pay an invoice when due (and do not cure within ten (10) days of written notice), if you provide false or misleading information to us, if continued representation would create a conflict of interest, or if your conduct is abusive, dishonest, or unlawful.

Sections that by their nature should survive termination — including Intellectual Property, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, and Governing Law — survive any termination.

Disclaimers

EXCEPT AS EXPRESSLY STATED IN AN ENGAGEMENT LETTER, THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT GUARANTEE ANY SPECIFIC OUTCOME FROM A TAX PREPARATION, PLANNING, BOOKKEEPING, OR WEBSITE DESIGN ENGAGEMENT.

Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL HOYOS BAKER, ITS MEMBERS, MANAGERS, EMPLOYEES, OR CONTRACTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, AN ENGAGEMENT, OR THE SERVICES — WHETHER IN CONTRACT, TORT, OR OTHERWISE — IS LIMITED TO THE FEES PAID BY YOU TO US FOR THE SPECIFIC ENGAGEMENT THAT GAVE RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM. WHERE THE CLAIM DOES NOT ARISE FROM A SPECIFIC ENGAGEMENT, THE LIMIT IS ONE THOUSAND U.S. DOLLARS ($1,000).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, our liability is limited to the smallest extent permitted by applicable law.

Indemnification

You agree to indemnify, defend, and hold harmless Hoyos Baker and its members, managers, employees, and contractors from and against any third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to (a) your use of the website or Services, (b) information you provided to us that is false or misleading, (c) content you supplied for use on a website we built for you, (d) your violation of these Terms or applicable law, or (e) your violation of the rights of a third party.

Governing law and venue

These Terms and any Engagement Letter are governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles. Subject to the arbitration agreement below, the state and federal courts located in Cook County, Illinois have exclusive jurisdiction over any dispute that is not subject to arbitration, and you consent to the personal jurisdiction and venue of those courts.

Binding arbitration & class-action waiver

Read this section carefully — it limits your rights, including your right to a jury trial and to participate in class actions.

Any dispute, claim, or controversy arising out of or related to these Terms, any Engagement Letter, or the Services (a "Dispute"), including the validity, scope, and enforceability of this arbitration agreement, will be resolved by final and binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures then in effect. The arbitration will be conducted in Chicago, Illinois, before a single arbitrator. The arbitrator will apply Illinois law and the Federal Arbitration Act, and judgment on the award may be entered in any court of competent jurisdiction.

Class-action waiver. You and Hoyos Baker each agree that any Dispute will be resolved in individual arbitration only, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate the claims of more than one person.

Small-claims exception. Either party may bring an individual action in small-claims court for Disputes that qualify, so long as the action remains in that court and on an individual basis.

Opt-out. You may opt out of this arbitration agreement by sending written notice to legal@hoyosbaker.com within thirty (30) days after first becoming subject to these Terms. Your notice must include your full name, your mailing address, the name of your business (if applicable), and a clear statement that you wish to opt out of arbitration. Opting out of arbitration does not opt you out of any other part of these Terms.

Miscellaneous

Assignment. You may not assign or transfer these Terms or any Engagement Letter without our prior written consent. We may assign these Terms and any Engagement Letter in connection with a merger, acquisition, or sale of substantially all of our assets, or to an affiliate.

Force majeure. Neither party is responsible for a failure to perform caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disturbances, pandemics, or failures of utilities or telecommunications infrastructure, provided that the affected party uses reasonable efforts to mitigate and resume performance.

Severability. If any provision of these Terms is held to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will continue in full force and effect.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of that provision or of the right to enforce it later.

Headings. Section headings are for convenience only and do not affect interpretation.

Entire agreement. These Terms, together with the Privacy Policy and any Engagement Letter we sign with you, constitute the entire agreement between you and Hoyos Baker regarding the Services and supersede any prior agreements or understandings on the subject.

Changes to these terms

We may revise these Terms from time to time. When we make a material change, we will update the "Last updated" date at the top of this page and, where the change is significant, give you a more prominent notice. Continued use of the website or Services after we post a change constitutes acceptance of the updated Terms. If you do not agree to a change, your remedy is to stop using the website and Services.

How to contact us

For questions about these Terms or any engagement: