Get Refund Protection

ERC Audit Defense Agreement

Get Refund Protection or Refund Protection, will provide the Full Audit Representation services, also known as ERC Audit Defense, for the tax return described on the membership certificate or services quote in return for the applicable membership fee and compliance with all applicable terms of this agreement (the “Full Audit Representation Plan” or “Agreement”).

Clarification of Terms

In this agreement (Agreement), “you” and “your” refer to the member(s) shown on the membership certificate or services quote. “We,” “us”, “Get Refund Protection”, and “Refund Protection” refer to Get Refunds, Inc., the company providing Full Audit Representation services. “IRS” refers to the Internal Revenue Service and “State” refers to your state income tax authority.

  • Audit: Audit means any communication, including telephone calls, initiated by the IRS payroll tax agency that wishes to audit, examine, review, investigate or verify any item or items on the IRS payroll tax forms listed on the membership certificate.
  • Full Audit Representation: Full Audit Representation means that Refund Protection will represent you through the completion of any IRS payroll tax audit pertaining to the Employee Retention Credit (ERC) program as defined under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and associated legislation for a payroll tax return quarter and year identified on the membership certificate or services quote during the Period of Membership. Audit notification must be received during the Period of Membership. The Full Audit Representation Plan is also subject to the limitations and exclusions listed in the membership certificate or services quote and this Agreement. Full Audit Representation also includes:
    1. Handling all communications, including letters and/or telephone calls with the IRS regarding the audit.
    2. Assigning the Audit Representative(s) to manage your case.
    3. Developing a strategy with you and then meeting or corresponding with the IRS on your behalf.
    4. Negotiating with the IRS through Appeals, pre-litigation Appeals, and trial in Tax Court.
    5. Paying amounts owed to the IRS related to ERC payroll refund claims in the event of a financial settlement with the IRS.
    6. No settlement will be reached with the IRS without your final approval and consent.
    7. Two hours of collection assistance is available on request if your covered audit results in additional payroll tax refunds due.
  • Acceptance Date: Acceptance Date is the date that Refund Protection receives your payment for the first month of the Full Audit Representation Plan in full. Your Acceptance Date appears on the membership certificate or services quote.
  • Statute of Limitations: Statute of Limitations is the time the IRS has to audit your payroll tax return. The Statute of Limitations for the IRS is typically three years from the date of filing for the ERC. The IRS has indicated however that in certain instances, the Statute of Limitations may be extended to five or seven years.
  • Period of Membership: Period of Membership is the monthly period commencing with the Acceptance Date and ending with the earlier of your notice of termination or the expiration of the typical Statute of Limitations period for the last applicable payroll tax return.
  • Audit Representative(s): Audit Representative(s) means your Refund Protection audit representative(s) who will be assigned to your audit case. These individuals will ordinarily be assigned to you according to their area of expertise.

CONFIDENTIALITY

Your name, address, and any other personal information will not be disclosed or sold to any persons or firms. Only our U.S. based team will have access to your tax information.

“Confidential Information” means all confidential or proprietary information of data furnished by either party of its affiliates (the “Disclosing Party”) to the other party or it affiliates (the “Receiving Party”) before or after the effective hereof in connection with ERC Audit Defense services, which, (i) in the case of written, recorded, graphical or electronically communicated or stored information, or any other information in tangible form, contains legends or other written markings indicating that the Disclosing Party considers such information proprietary or confidential, or (ii) in the case of oral information, is designated as proprietary or confidential at the time of disclosure and is confirmed by the Disclosing Party to be proprietary of confidential through a written communication to the Receiving Party delivered within five (5) days after such oral communication (it being understood that prior to receiving such written communication concerning oral information, the Receiving Party shall treat such oral information as Confidential Information for all purposes under this Agreement).  Notwithstanding the foregoing, and even if such information does not bear legends or markings or if no follow up written communication is made indicating information disclosed orally is proprietary or confidential, Confidential Information includes all information disclosed by the Disclosing Party which the Receiving Party should reasonably understand to be considered Confidential Information of the Disclosing Party, including without limitation, any data or information regarding the Disclosing Party’s customers, market intelligence, clients, employees and suppliers, pricing information and models, product and service information, planning information, marketing strategies, strategic plans, financial or operational data, customer/client transactions, customer/client lists, customer/client profiles, employee lists, employee profiles, employee information, sales projections or forecasts, business plans, business relationships, internal performance results and other documentation relating to past, present or future business transactions or activities.  For purposes of clarification, Confidential Information may be referred to as “Confidential Information” or “Proprietary Information” in a related agreement, but for all intents and purposes shall have the meaning of Confidential Information provided herein.  Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement (ii) is rightfully known by us at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by us without use of Confidential Information; or (iv) we rightfully obtain from a third party.  It is the understanding of the parties that Refund Protection is a “service provider” as defined under the California Consumer Privacy Act with respect to the personal information that you may provide to Refund Protection hereunder. Except for usage of personal information as necessary to bring and defend claims, to comply with requirements of the legal process, or to cooperate with regulatory authorities, Refund Protection will not retain, use, sell, or disclose the personal information (that is not de-identified) for any purpose, including other commercial purposes, outside of the direct business relationship with you.  All Confidential Information, unless otherwise specified in writing, shall remain the property of the Disclosing Party.  No rights, and particularly licenses, to trademarks, inventions, copyrights, patents, mask work protection rights, or any other intellectual property rights are implied or granted under this Agreement or by the delivery of Confidential Information.  Each party acknowledges that money damages for any violation of this Agreement may be inadequate and a party may suffer immediate and irreparable harm through breach or threatened breach by the other party.  Accordingly, each party may seek to specifically enforce this Agreement and may seek to obtain injunctive relief to prevent any threatened or continuing breach without notice or posting of bond.  With regard to all other Confidential Information disclosed by a Disclosing Party, the confidentiality obligations in this Agreement shall continue to constitute Confidential Information three years following such the termination of the Agreement.

MEMBER BENEFITS

Full Audit Representation – Refund Protection will professionally defend a covered federal payroll tax audit or notice from the time of the first notice to its completion, subject to the Full Audit Representation Plan Limitations and Exclusions described below. This includes any Audit that arises during the Period of Membership. All scheduling of appointments, telephone calls and correspondence will be handled by the assigned Audit Representative(s). Subject to the terms herein, we will meet or correspond with the auditor on your behalf, defend you through the highest level of appeals, and in the event of a financial settlement with the IRS, pay amounts owed to the IRS related to your ERC payroll refund claim.

RESPONSIBILITIES

Our Responsibility: We are responsible for providing you with an ERC Risk Score and professional Full Audit Representation services.

Your Responsibility: Upon receipt of any communication from the IRS, you are responsible to perform or provide the following:

  1. Promptly report your notice at https://getrefundprotection.com/Claim. Do not contact the IRS. To ensure effective service regarding your Audit, you must use your assigned Refund Protection Audit Representative(s) as your only contact with the IRS. If you do not contact Refund Protection within 15 days of the date of the first notice, additional charges may apply. If you wait too long, you will eliminate our ability to defend your case.
  1. Provide your signature(s) on the required IRS Power of Attorney and return to the Audit Representative(s) in a timely manner. This will enable your Audit Representative(s) to communicate with the IRS on your behalf. This document may not be altered in any way.
  1. Provide in a timely and secure manner the information, calculations, and documentation (ERC audit package) necessary to substantiate the various items required to claim benefits under laws and regulations governing the ERC program so that your Audit Representative(s) can prepare your defense. We ask for your ERC audit package to be provided in full within sixty (60) days of the Acceptance Date.  In the event of an audit, we ask for any additional requested information be provided within three (3) business days.
  1. Promptly pay your membership fees at the beginning of each month. We may charge you interest at 1.5% per month on any amounts more than thirty (30) days past due.  The fact that we do not charge interest on one or more occasions does not mean that we cannot charge it at a later time.
  1. Pay for a minimum of twelve (12) months of membership, notwithstanding if this Membership Agreement is cancelled for any reason.  It is understood by the parties that the intent of this fee is for us to recover, in good faith, the initial overhead costs incurred.
  1. We ask that you comply with the Audit procedure and strategy actions recommended by Refund Protection and any of the Audit Representative(s) working on your behalf. If you are unable to maintain this commitment, Refund Protection cannot be responsible for the outcome of your Audit and reserves the right to cease providing service where reasonably warranted.

FULL AUDIT REPRESENTATION PLAN LIMITATIONS

Refund Protection is dedicated solely to legitimately protecting the rights and assets of our members in the event of an Audit. The following defines our service limitations:

  • Refund Protection does not provide legal assistance.
  • Refund Protection does not provide legal assistance in defending issues of civil or criminal fraud, whether actual or alleged. 
  • Refund Protection does not prepare or amend our members’ Federal, State or Local income or payroll tax returns. 
  • Refund Protection will not reconcile checkbooks, organize records, or do record keeping or bookkeeping for our members. 
  • Refund Protection does not provide assistance for IRS Notices when we did not defend the Audit. If you receive a Notice from the IRS which is not pursuant to an Audit, such Notice is not covered by your Full Audit Representation Plan. 
  • Refund Protection does not provide assistance for collection notices when we did not defend the Audit. If you have a collection notice from the IRS or State it is not considered an Audit and is not covered by your Refund Protection Full Audit Representation Membership. 
  • Refund Protection is not responsible for the extra work and costs involved if you report your Audit late or you do not cooperate by providing the documentation in a timely manner which results in the auditing agency issuing a Notice of Deficiency (NOD). If this occurs, Refund Protection will pass these costs onto the member in the form of a late fee. 
  • For a given payroll tax return with an ERC Risk Score of an “A” or “B”, Refund Protection will pay amounts owed to the IRS pursuant to a settlement negotiated and agreed to by the IRS and Refund Protection on behalf of the member. Payments shall cover amounts owed to IRS related to the member’s ERC payroll refund, which may include interest and penalties.  Total payments by Refund Protection shall not exceed twice (2x) the total ERC program cash payroll refund actually received by the member for the given payroll tax return. 
  • For a given payroll tax return with an ERC Risk Score of a “C” or “D”, Refund Protection will provide Full Audit Representation Services but will have no obligation to pay amounts owed to the IRS pursuant to a settlement negotiated and agreed to by the IRS and Refund Protection on behalf of the member.  An ERC Risk Score of a “C” or “D” indicates that (i) the member has not provided Refund Protection with the supporting documentation required to substantiate and defend the ERC claim (e.g. a copy of the ERC claim itself), and/or (ii) there are claim deficiencies requiring additional documentation, calculations, research, and/or remediation. Refund Protection will work with Client Customers in good faith to help raise their ERC Risk Score.  Where appropriate, Refund Protection will recommend third-party service providers to assist the Client and/or Client Customer to remediate deficient ERC claims. 
  • For a given payroll tax return with an ERC Risk Score of an “F”, Refund Protection will have no obligation to provide Full Audit Representation Services. An ERC Risk Score of an “F” indicates that the IRS may assert that the ERC claim was fraudulent. 
  • Under no circumstances will Refund Protection be liable for financial settlements related to more than two of the member’s ERC payroll tax returns. 
  • Refund Protection, to the extent permitted by applicable law, shall not be liable for any special, indirect, incidental, consequential, multiple, or punitive damages of any kind, including, without limitation, lost profits, even if advised of the possibility thereof.

FULL AUDIT REPRESENTATION PLAN EXCLUSIONS

Certain Audits, tax returns, and issues of audit may be excluded from the Full Audit Representation Plan for any of the following reasons:

  • Pre-existing Conditions. If the date on the notice of audit from the IRS is prior to the Acceptance Date of this Agreement, Full Audit Representation services for that audit are excluded.
  • Unfiled Payroll Tax Returns. Your Full Audit Representation Plan is limited to providing Full Audit Representation services for payroll tax returns that have been prepared and filed to claim ERC. If a payroll tax return has not been prepared and filed to claim ERC, Refund Protection will commence services on the Audit after the payroll tax return with the ERC claim has been prepared and filed. For clarity, unfiled payroll tax returns includes both (i) Form 941, Employer’s Quarterly Federal Tax Return, which was required to report taxes and pay the employer’s portion of Social Security and Medicare tax and (ii) Form 941-X, Adjusted Employer’s Quarterly Federal Tax Return or Claim for Refund, which was required to claim ERC.
  • Lack of Consent. In the event that your final approval and consent to a proposed and recommended IRS settlement is not received by Refund Protection within thirty (30) days, Refund Protection will have no financial obligation to pay any amounts under this Agreement.
  • Large Businesses. Business entities that meet the IRS’s criteria for a large employer are not eligible for ERC Audit Defense.
  • Ownership Interest in Other Tax Entities. If you have an ownership interest in a Corporation, Partnership, LLP, Trust, Estate, or Tax Shelter that has been contacted for an Audit and is not a Refund Protection member, Full Audit Representation services for that tax entity are excluded.
  • Tax Protestors. Refund Protection will exclude anyone protesting the taxing of payroll or income on economic, religious, legal or constitutional grounds, or other frivolous claims.
  • Criminal Investigation (CI). If you are currently under investigation by CI, you are excluded from Full Audit Representation services. For any Audit that Refund Protection is defending in which CI enters the Audit, Refund Protection will cease working that Audit and will exclude the member from further Full Audit Representation services until completion of the CI investigation. When the CI investigation is completed, Refund Protection will resume working on the Audit, if possible.
  • Other Taxes. Your Full Audit Representation Plan is limited to the payroll tax return(s) listed on the membership certificate for which an ERC claim has been made. Income tax, sales tax, property tax, gross receipts tax, city and local tax, estate and gift tax and compliance audits of pension and profit-sharing plans are excluded from the Full Audit Representation Plan.

TERMINATIONS OF MEMBERSHIP AGREEMENT

You may terminate your membership agreement at any time.

Refund Protection reserves the right to terminate this Full Audit Representation Plan upon the breach of any material provision of this agreement by you, in the event that an Audit meets the criteria of any of the “FULL AUDIT REPRESENTATION PLAN EXCLUSIONS” listed above, or in the event that a condition renders the completion of Refund Protection’s responsibilities under this agreement unreasonably difficult to fulfill. Conditions that can render completion of Refund Protection’s responsibilities unreasonably difficult include, but are not limited to, (i) failure by you to reasonably fulfill any provision listed as “Your Responsibility” under “RESPONSIBILITIES” above, (ii) failure to cooperate during the course of the Audit process, or (iii) repeated use of abusive, inappropriate, or unprofessional language when communicating with any staff members or representatives of Refund Protection.

This Full Audit Representation Plan shall also be deemed to be terminated if membership or related fees are not paid to Refund Protection within thirty (30) days or were subsequently refunded to you.

Notwithstanding the term of this Full Audit Representation Plan, either party may terminate this Full Audit Representation Plan for any reason upon thirty (30) days’ advanced written notice to the other party.

GOVERNING LAW: Except as otherwise stated herein, this Agreement shall be governed by the laws of the State of New York without regard to New York’s conflict of laws provisions thereof, to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of New York.

DISPUTES: YOU AND REFUND PROTECTION AGREE TO RESOLVE ALL DISPUTES OR CLAIMS ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT AND THE SERVICES PROVIDED PURSUANT TO THIS AGREEMENT ONLY BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT. YOU UNDERSTAND THAT BY ENTERING INTO THIS AGREEMENT, YOU ARE GIVING UP THE RIGHT TO BRING A CLAIM IN COURT OR IN FRONT OF A JURY.

IN ADDITION, YOU AND REFUND PROTECTION AGREE THAT ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION. BY ENTERING INTO THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE VOLUNTARILY AND KNOWINGLY WAIVED ALL RIGHT TO LITIGATE OR PARTICIPATE IN A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION.

It is also agreed that: (1) except for claims which qualify for small claims court, the Federal Arbitration Act governs the interpretation and enforcement of this provision; (2) the arbitrator shall apply New York law to all other matters associated with the dispute or claim; (3) the arbitration shall be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under AAA’s Consumer Arbitration Rules (the Rules, fees, and procedures are available at www.adr.org or may be obtained by calling 800-778-7879); (4) you may choose to have the arbitration based only on documents submitted to the arbitrator or by hearing in person or by telephone; (5) in-person arbitration shall take place in (i) Miami-Dade County, Florida; or, (ii) if the agreement to arbitrate inMiami-Dade County, Florida would render this provision unenforceable, in-person arbitration shall take place in (a) any other location mutually agreed upon by the parties, including the county in which you live; or (b) if the parties are unable to agree, at a location set by the arbitrator; (6) notwithstanding any other provision of this Agreement, any party may at any time seek injunctions or other forms of equitable relief in arbitration or a court of competent jurisdiction; (7) the enforceability of this provision shall be decided by a court and not the arbitrator; (8) the decision of the arbitrator shall be final and binding on all parties, and judgment on the arbitration award may be entered in any court of competent jurisdiction; and (9) the arbitrator shall be entitled to award all damages and relief as would be available in court.

If either party intends to initiate arbitration under this Agreement, the party seeking arbitration must first notify the other party of the dispute in writing at least thirty (30) days in advance of initiating arbitration. Notice to Refund Protection must be sent to [email protected] and Refund Protection Dispute Resolution Manager, 1150 NW 72nd Ave Tower 1 Ste 455 #9436 , Miami, FL 33126. The notice must describe the nature of the claim or dispute and the relief being sought. If we are unable to resolve the dispute within sixty (60) days, either party may then proceed to file a claim for arbitration or a claim in small claims court. If you are unable to afford the arbitration filing fee and provide us with signed written notice of your inability to afford the filing fee, we will pay the fee directly to AAA. If arbitration proceeds, we will pay all other fees as required by the AAA Consumer Arbitration Rules. Each party shall bear his/her/its own attorneys’ fees and costs.

If for any reason, the prohibition on class, collective, representative, or private attorney general actions is held to be unenforceable by a court of law, then the agreement to arbitrate will not apply to that dispute. If a claim proceeds through court rather than arbitration, YOU AND REFUND PROTECTION AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY.

This arbitration provision survives expiration, termination, or rescission of this agreement. Unenforceability or invalidity of one or more clauses in this arbitration provision shall not have an effect on any other clause in this provision. If it is possible, any unenforceable or invalid clause in this provision shall be modified to show the original intention of the parties.

OTHER

  • Each party will retain all intellectual property rights with respect to all of its own proprietary information and technology existing prior to the date of this Agreement, regardless of whether such information or technology is embodied in any materials provided to the other party.
  • This Agreement constitutes the agreement between the parties with respect to our efforts to provide you an ERC Audit Defense and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. This Agreement incorporates by reference Refund Protection’s Terms of Service and Privacy and Security agreements, which are available on the Refund Protection website.
  • Membership fees do not include any sales, use, excise, value added or any other similar taxes, customs, export fees, duties or other governmental impositions, or any shipping fees.  Refund Protection shall use commercially reasonable efforts to state any applicable taxes on Refund Protection’s invoices for corresponding ERC Audit Defense services.

HOW TO CONTACT US

Get Refund Protection

390 NE 191st St STE 8590
Miami, FL 33179

Website: https://getrefundprotection.com

Call: (646) 842-2588

Email: [email protected]