Our Terms of Service

These Terms of Service (this “Agreement”) govern every quote, proposal, or order form issued by Tech Guru and accepted by Client, however titled (each, a “Proposal”) between the client identified in the Proposal (“Client”) and Tech Guru, LLC (“Tech Guru”). By signing or otherwise accepting a Proposal that references this Agreement, Client accepts this Agreement as of the date the first Proposal is signed or accepted (“Effective Date”). Each Proposal incorporates the version of this Agreement identified in it or, if none is identified, the version in effect on the date the Proposal is signed. Tech Guru will provide a copy of this Agreement with each Proposal and will keep current and prior versions available at techguruit.com/terms.

1. Services Provided.

Tech Guru shall perform for Client the professional and technical services (the “Services”) specified in each Proposal, which may include (1) Professional Services (Section 1.1); (2) Managed Services, including Technology Support (Sections 1.2 and 1.3); (3) Cloud Hosting and backup services (Section 1.6); (4) software licenses and subscriptions that Tech Guru resells (“SaaS”); and (5) hardware. The Service Commitments in Section 1.5 apply to Managed Services and Cloud Hosting. Each Proposal line item is governed by its “In scope” and “Not in scope” descriptions. Client shall afford Tech Guru such access to Client personnel, facilities, records, and resources as Tech Guru may reasonably require in order to perform the Services in the Proposal. These Terms of Service are hereby incorporated by reference into the Proposal. Any inconsistency between the Proposal and these Terms of Service shall be resolved in favor of the Proposal as to the description of Services, fees, covered users, and retention periods, and otherwise in favor of these Terms of Service unless the Proposal expressly identifies the Section of these Terms of Service it modifies.

1.1 Onboarding and Professional Services.

“Professional Services” are the one-time projects described in the Proposal. Onboarding is the first Professional Services project for each new Client and includes onboarding Client’s team and technology: an inventory of users, devices, applications, subscriptions, network equipment, and existing security controls; written recommendations; standardization of covered systems to Tech Guru’s security baseline, including Microsoft 365 security configuration; deployment of Tech Guru’s management and security agents; transfer of partner-of-record status for the subscriptions identified in the Proposal; and documentation of the environment. Other Professional Services, such as cloud migrations, office and home-office network deployments, Teams Voice implementations, new-user onboarding, PC deployment, server and major-version upgrades, mergers and acquisitions technology assessments, and workflow, automation, and AI adoption projects, are scoped and priced in the applicable Proposal. On completion of each Professional Services project or deliverable, Tech Guru will present its acceptance document for Client’s signature. A deliverable is accepted when Client signs the acceptance document or, if Client neither signs nor notifies Tech Guru in writing of a material nonconformity with the Proposal within ten (10) business days after Tech Guru presents the acceptance document, at the end of that period. Tech Guru will correct a material nonconformity identified within that period at no additional charge, which is Client’s sole remedy for it.

1.2 Managed Services.

Where the Proposal includes Managed Services, Tech Guru provides the services in this Section 1.2 and Technology Support under Section 1.3 for the users, devices, identities, applications, and networks covered by the Proposal (“Managed Services”), using systems and tools Tech Guru selects under Section 7. Tech Guru will seek to notify Client of expected maintenance downtime and is not responsible for any inability to perform Managed Services attributable to connectivity problems or to actions by Client or its users, such as moving, tampering with, or removing Tech Guru’s agents.

1.2.1 Security & Network Operations Center.

Tech Guru’s Security & Network Operations Center monitors covered endpoints, identities, servers, networks, and Microsoft 365 twenty-four (24) hours a day, every day of the year, except for limited maintenance downtime, and detects, triages, and contains threats and alerts using threat detection and response tooling. Containment and remediation of detected threats is included. Forensic investigation, breach response, and recovery beyond containment following a security incident are scoped and quoted separately as Professional Services; at Client’s request Tech Guru will coordinate with Client’s counsel, insurer, and incident response specialists. Tech Guru’s notice obligations under Section 7 are not affected by this paragraph.

1.2.2 Systems Administration and Applications Management.

Tech Guru’s Sys Admin team performs ongoing environment-health work for covered systems, including operating system and security updates for servers and PCs; server, network, and internet availability monitoring and remediation; inventory and warranty reporting; Microsoft 365 administration; vendor coordination on Client’s behalf; and, where backup services are included in the Proposal, backup monitoring, test restores, and error remediation. Tech Guru’s Applications team maintains a software management plan for Client’s application portfolio and, for applications Tech Guru installs, hosts, resells, or administers, provides installation, scheduled updates, license management, single sign-on where supported, security configuration, and support for application issues. Installation of applications not in Client’s portfolio, major version upgrades, and server operating system upgrades are Professional Services.

1.2.3 Client Success and Strategic Technology Planning.

Tech Guru assigns a Client Success lead who meets with Client at least quarterly for Strategic Technology Planning, maintains Client’s Strategic Technology Plan (three-year vision, one-year goals, and ninety-day priorities), and prepares technology recommendations and Proposals. Recommendations are advisory; Client decides whether to adopt them, and Section 5 applies to recommendations Client declines.

1.2.4 Cybersecurity and Compliance Support.

Tech Guru’s Cybersecurity team provides the security and compliance support described in the Proposal, which may include assistance with Client’s written information security program and policies, guidance on the FTC Safeguards Rule and IRS Publication 4557, security best-practice recommendations, and review of security documentation from Client’s other vendors. This support assists Client’s own program; it does not make Tech Guru Client’s Qualified Individual (see Section 12) or alter Client’s responsibility under Section 1.4.

1.3 Technology Support.

As part of Managed Services, Tech Guru provides technical support twenty-four (24) hours a day, every day of the year, to covered users for (a) computers and servers with Tech Guru’s management software installed; (b) connected peripherals, printers, scanners, phones, and conference room equipment that their manufacturer supports; (c) mobile devices that their manufacturer supports; (d) software that Tech Guru installs, hosts, resells, or administers and that its manufacturer supports; and (e) Client’s internet connectivity (“Technology Support”), remotely through the Service Desk or onsite under Section 1.3.2. Tech Guru has sole discretion in determining the method of providing Technology Support.

1.3.1 Service Desk.

Tech Guru shall provide Client with a toll-free phone number, Microsoft Teams, the client portal, email, text message, and any other channel Tech Guru publishes from time to time (the “Support Channels”) through which covered users may request Service Desk support to assist in resolving problems for covered employees and equipment. Tech Guru shall staff the Service Desk twenty-four (24) hours a day, seven (7) days a week, every day of the year, including holidays. Service Desk support is available for all users covered by this Agreement. Service Desk support is not subject to hour caps, ticket fees, or per-incident charges, other than the per-user onboarding and per-computer deployment fees stated in the Proposal. If support is requested for persons, devices, or systems not covered by the Proposal, or Client’s usage is otherwise materially inconsistent with the number of covered users, Tech Guru will notify Client and the parties will adjust the Proposal; Tech Guru will not reduce support to covered users without that notice. If Tech Guru is unable to resolve the problem from the Service Desk, Tech Guru may recommend Onsite Support under Section 1.3.2.

1.3.2 Onsite Support.

Onsite Support is not included in Managed Services. If a problem cannot reasonably be resolved remotely, Tech Guru will tell Client and, with Client’s prior approval through a Support Channel, will dispatch a technician to Client’s location for a fixed fee of two hundred dollars ($200) per incident (or the per-incident fee stated in the Proposal), which covers the visit regardless of its duration. No onsite fee applies to a visit that is part of a Professional Services project that includes onsite work. Client shall provide Tech Guru with reasonable access to premises and hardware installations to enable Tech Guru to provide onsite support. Onsite Support is available during Business Hours. “Business Hours” means 8:00 AM to 5:00 PM Central Time, Monday through Friday, excluding federal holidays, or other hours stated in the Proposal. Business Hours apply only where this Agreement or the Proposal refers to them and do not limit the Service Desk, monitoring, or security operations commitments in Sections 1.2, 1.3.1, and 1.5, which apply twenty-four (24) hours a day, every day of the year.

1.4 Services Not Covered.

Tech Guru supports hardware and software that is under its manufacturer’s warranty or support and is used with manufacturer- or OEM-supplied parts and consumables. For any device or software that is more than four (4) years old, out of its manufacturer’s warranty or support period, running an operating system its manufacturer no longer supports, used with non-OEM parts or consumables, or damaged, Tech Guru will use commercially reasonable efforts only, may recommend repair or replacement instead of continued troubleshooting, and may bill time beyond those efforts at its then-current rates. Client shall be and remain responsible for compliance with any and all applicable privacy, data security, confidentiality, or similar law, regulation, or industry standard; Tech Guru will implement and maintain the administrative, technical, and physical safeguards described in the Proposal, which are designed to protect the security, confidentiality, and integrity of Client Data in Tech Guru’s custody or control, and will perform any control in Client’s written information security program that the Proposal expressly assigns to Tech Guru. Client remains the financial institution and responsible party under the FTC Safeguards Rule (16 CFR Part 314), IRS Publication 4557, and similar requirements, including designating its Qualified Individual, maintaining its written information security program, performing its risk assessment, and overseeing its service providers. Tech Guru will reasonably cooperate with Client’s periodic assessment of Tech Guru under 16 CFR 314.4(f), including by providing its then-current SOC 2 report under a confidentiality obligation on request. Client is responsible for the accuracy and completeness of its data, for identifying any data that must be retained for a period longer than the retention stated in the Proposal, and for notifying Tech Guru of systems or data stores it wishes to have included in backups. Backup and hosting responsibilities are set out in Section 1.6. Services not described in the Proposal or in this Agreement are not included, and the “Not in scope” items in the Proposal and in Tech Guru’s then-current service catalog are excluded. Unless the Proposal states otherwise, the following are not included in Managed Services and are scoped, quoted, and billed separately: forensic investigation and breach response beyond containment; network equipment not under Tech Guru’s management, including unmanaged home-office networks; mobile device management of employee-owned devices; installation of software not in Client’s application portfolio, major version upgrades, server operating system upgrades, and hardware upgrades; software licenses for Client’s applications; onsite service calls; and software or technology training beyond standard end-user support. If persons other than Tech Guru move, perform work on, add to, or repair Client equipment, or if Client requests service outside the scope of this Agreement, Tech Guru may correct the resulting problems at its then-current rates.

1.5 Service Commitments.

1.5.1 Response Commitment.

A live member of Tech Guru’s team will respond to each support request submitted by a covered user through a Support Channel within fifteen (15) minutes of receipt, twenty-four (24) hours a day, every day of the year (the “Response Commitment”). “Respond” means a human acknowledgment by phone, Teams, or the portal that the request has been received and work has begun; it does not mean resolution. The Response Commitment does not apply to requests sent by email or text message, to requests from persons who are not covered users, during a Client-side outage that prevents the request from reaching Tech Guru, or during an event described in Section 10.4.

If Tech Guru fails to meet the Response Commitment, Client may notify Tech Guru through a Support Channel within thirty (30) days after the request, identifying the request, and Tech Guru will credit Client one hundred dollars ($100) for that request on Client’s next monthly invoice. Tech Guru will confirm the credit, or explain in writing why the Response Commitment was met or did not apply, within five (5) business days after Client’s notice. Total credits in any calendar month will not exceed the recurring monthly service fee for that month. Credits are applied against future invoices and are not payable in cash, except that any credit unapplied at termination will be paid to Client within thirty (30) days after the termination date. A credit is not earned for a request that duplicates an open request, that is submitted while Services are suspended under Section 3.2, or that is submitted during a maintenance window announced under Section 1.5.2. Credits are Client’s sole and exclusive remedy for a failure to meet the Response Commitment. Tech Guru will provide its response-time records for any request on Client’s reasonable request.

1.5.2 Hosting Availability.

For Hosting Services under Section 1.6, Tech Guru targets monthly availability of 99.9%, measured as the percentage of minutes in a calendar month during which the hosted environment is reachable, excluding scheduled maintenance windows announced at least forty-eight (48) hours in advance, maintenance Client requests, Client-side connectivity failures, and events described in Section 10.4. Tech Guru will report measured availability on request. If measured availability in a calendar month falls below 99.9%, Client may request a credit through a Support Channel within thirty (30) days after the end of that month, and Tech Guru will credit Client ten percent (10%) of that month’s recurring Hosting Services fee, or twenty-five percent (25%) if availability fell below 99.0% (the “Availability Commitment”). Credits are applied to Client’s next invoice, are subject to the monthly cap in Section 1.5.1, and are Client’s sole and exclusive remedy for a failure to meet the Availability Commitment.

1.6 Hosting and Backup Services.

Where the Proposal includes Accounting App Cloud Hosting or other hosting (“Hosting Services” or “Cloud Hosting”), Tech Guru will host the applications and data identified in the Proposal in data centers located in the United States, administer the hosted environment, and provide the security controls described in the Proposal. Where the Proposal designates a user as a single-application user, Technology Support for that user is limited to access to the hosted application. Audio and video conferencing applications are not supported inside the hosted environment. Client remains the licensee of each hosted application and is responsible for maintaining licenses in good standing; Tech Guru holds administrative credentials in hosted applications solely for installation, updates, and user administration, as described in Section 4.4. Hosted data, backups, and administrative systems are stored at rest in United States regions, and Tech Guru does not store Client Data outside the United States.

Tech Guru will back up Client’s hosted environment at least daily and, where the Proposal includes backup services for servers or for Microsoft 365, will back up those systems at the frequency and retention stated in the Proposal (and, if none is stated, at least nightly with thirty (30) days’ retention), in each case to encrypted storage in a separate United States location, monitoring backup completion daily and performing automated restore tests on a recurring schedule. Tech Guru will restore data from backup at Client’s request as part of the Services. Client acknowledges that backups capture the systems and data stores identified in the Proposal and any later added at Client’s request under Section 1.4.

On termination of this Agreement for any reason, Tech Guru will make Client Data held in Hosting Services and backups available to Client, or to a provider Client designates, in a standard machine-readable format within thirty (30) days after the termination date, will provide up to ten (10) hours of transition assistance without charge and additional assistance at its then-current hourly rates, and will thereafter delete Client Data from its systems in accordance with Section 7, except as retention is required by law.

1.7 Tools, Documentation, and Credentials.

Tech Guru retains all rights in its tools, scripts, monitoring agents, templates, methodologies, and know-how, including improvements made while performing the Services, and grants Client no rights in them except the right to receive the Services. Client owns Client Data and the documentation of its own environment that Tech Guru prepares under Section 1.1. Tech Guru holds administrative credentials for Client’s systems on Client’s behalf and as described in Sections 1.6 and 4.4; on termination, within the period stated in Section 1.6, Tech Guru will deliver to Client or its designee the current administrative credentials, environment documentation, and license and domain registrar records in its possession, and will remove Tech Guru’s agents and accounts from Client’s systems, give Client a list of the accounts Tech Guru used in Client’s systems so Client can disable or rotate them, and confirm in writing when its access has been removed and, under Section 7, when Client Data has been deleted. Client will not reverse engineer or redistribute Tech Guru’s tools.

1.8 Client-Licensed Software.

(a) Licensee. Except for licenses and subscriptions that Tech Guru resells under Section 2.1, Client is the licensee of all third-party software that Tech Guru installs, hosts, or operates for Client, including tax, accounting, and practice-management applications. Tech Guru is not a reseller or sublicensor of that software and does not provide it under any Tech Guru license.

(b) License rights. Client represents that it holds, and will maintain, the license rights the vendor requires for the way the software is used, including any network, multi-user, concurrent-user, remote-access, terminal-server, or hosting rights, and will obtain any additional rights the vendor requires before the software is installed or used in that way.

(c) Operation under Client’s license. Tech Guru installs and operates the software on Client’s behalf, on infrastructure Tech Guru provides, under Client’s license and as Client’s limited agent solely for that purpose; this does not otherwise create an agency relationship, and Section 10.9 applies.

(d) Vendor support. Client acknowledges that a vendor may limit or decline support for hosted, terminal-server, or multi-user configurations. Tech Guru supports the hosted environment and provides first-line application support under Section 1.2.2; the vendor remains responsible for the application itself, including defects, the updates it issues, and vendor-level support.

(e) Compliance. Client is responsible for reviewing and complying with its software license agreements. Tech Guru makes no representation that any installation or configuration complies with a vendor’s license terms, and will cooperate with a reasonable vendor license audit at Client’s request and expense.

2. Fees and Payment.

Client shall pay Tech Guru the fees set forth in the Proposal and shall reimburse Tech Guru for out-of-pocket expenses approved in writing in advance and reasonably incurred in the course of Tech Guru’s performance under this Agreement. Client is responsible for all sales, use, excise and other taxes and governmental charges which Tech Guru is at any time required to pay or collect in connection with Services or deliverables furnished under this Agreement.

2.1 Additional Expenses.

Client shall pay for any additional services, hardware, or software Client orders from Tech Guru outside of this Agreement that have been approved in writing by Client in advance. Extra services and products will be billed to Client in accordance with Tech Guru standard billing practices and payment terms. Third-party hardware, software, and subscriptions that Tech Guru resells are subject to the manufacturer’s or publisher’s license and warranty terms, which Client accepts by using them; for Microsoft products and services, Client accepts the Microsoft Customer Agreement as published by Microsoft from time to time. Orders for hardware and for non-cancellable licenses or subscriptions are binding on Client once Tech Guru places them with the supplier. Title to hardware passes to Client on payment in full, and risk of loss passes on delivery to Client’s location.

2.2 Monthly Invoices.

Unless otherwise specified in the Proposal, Tech Guru shall invoice Client for services in one (1) month increments. Tech Guru shall issue invoices to Client on a monthly basis. Recurring fees for each service begin when that service is made available to Client, not on acceptance of the Proposal, and are prorated for any partial first month. Client shall pay all such invoices by the tenth (10th) day of the month the invoice is issued. If Tech Guru undertakes collection efforts due to any default in payment, Client shall be liable for all costs of collection, including Tech Guru’s attorney’s fees.

2.3 Changes to Fees and Users.

The recurring per-user fees stated in the Proposal are fixed for the first twelve (12) months after the Effective Date. After that period, Tech Guru may adjust recurring fees no more than once in any twelve (12) month period, on at least sixty (60) days’ written notice, by no more than five percent (5%) of the then-current recurring fees, and in no event to an amount above Tech Guru’s then-published rates for Client’s configuration. Fees for third-party licenses, subscriptions, and hardware that Tech Guru resells or passes through (including Microsoft 365 and other software licenses) are not subject to the twelve (12) month fixed period or the adjustment limit above. Tech Guru may adjust those fees at any time to reflect a change in the third party’s pricing, product, edition, or licensing model, effective when the third party’s change takes effect, and will give Client notice before the change or, if the third party gives less notice, as soon as practicable. Adjustments are effective on the first invoice issued after the notice period, and Client may terminate under Section 3.1 at any time without penalty. Client may increase or decrease the number of covered users and devices by notice through a Support Channel. Additions are billed from the date access is provisioned; decreases take effect on the first invoice issued after the notice, and Client is charged for each user and device through the end of the month in which it is removed.

2.4 Disputed Charges.

Client shall notify Tech Guru of any disputed charges within thirty (30) days of receipt of the invoice containing the disputed charge. Failure to notify Tech Guru accordingly will result in a waiver of Client’s right to any modifications of or credits to that invoice.

2.5 Ninety-Day Guarantee.

If Client terminates this Agreement for any reason by written notice given within ninety (90) days after the Effective Date, the termination is effective on the date stated in Client’s notice (or on receipt if none is stated) and the notice period in Section 3.1 does not apply, and Tech Guru will refund all recurring service fees Client has paid under this Agreement for Services through the termination date, within thirty (30) days after the termination date. One-time implementation and project fees, hardware, shipping, and third-party licenses and subscriptions are not refundable. Client Data will be returned under Section 1.6. This Section 2.5 applies once per Client and does not apply to a Client that has previously received a refund under it.

3. Term and Termination.

3.1 Term.

This Agreement begins on the Effective Date and continues month to month until terminated. Either party may terminate this Agreement at any time, for any reason or no reason, by giving the other party at least sixty (60) days’ written notice. There is no minimum term and no early-termination charge. The price protections in Section 2.3 run from the Effective Date regardless of the month-to-month term. Either party may terminate an individual Proposal on the same notice without terminating this Agreement; termination of this Agreement terminates every Proposal under it.

3.2 Termination for Nonpayment or Cause; Suspension.

If Client fails to make any payment owed to Tech Guru under this Agreement and does not cure the failure within fifteen (15) days after written notice from Tech Guru, Tech Guru’s obligations to Client under this Agreement may be suspended, and Tech Guru may terminate this Agreement on further written notice. Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice describing it. Tech Guru may suspend affected Services immediately, giving Client notice as soon as practicable, to the extent reasonably necessary to prevent or contain a Security Incident, to comply with law, or to prevent imminent harm to Tech Guru’s systems or other clients, and will restore the Services as soon as the condition is resolved. Suspension does not relieve Client of payment for Services actually provided.

3.3 Effect of Termination.

Termination of this Agreement will relieve Tech Guru of all obligations to provide Services to Client, other than the data return and transition obligations in Section 1.6 and the obligations in Sections 4 and 7 that survive termination. However, in the event of termination by either party, Client shall remain obligated to make full payment on any invoices from Tech Guru for services or hardware provided by Tech Guru prior to the effective date of the termination, subject to Section 2.5. Client will return any Tech Guru-owned equipment, in good condition less ordinary wear, within thirty (30) days after the termination date, and Tech Guru may invoice Client the replacement cost of equipment not returned.

4. Confidential Information.

4.1 Definition.

“Confidential Information” means any material, data, or information in whatever form or media of a party to this Agreement that is provided or disclosed to the other, including the following categories of information whether disclosed orally or in writing, regardless of whether marked as confidential: algorithms, source code, specifications, software, test results, technical know-how, or analysis, business or marketing plans, pricing, network configurations, network architecture, financial and operational information, trade secrets, and other matters relating to the operation of the parties’ business, including nonpublic personal information of customers of Client and Tax Return Information as defined in Section 4.4. The parties shall treat the terms of this Agreement as Confidential Information, except as otherwise permitted under this Section 4.

4.2 Obligations.

All Confidential Information belonging to one party and disclosed to the other party remains the sole property of the disclosing party, and its confidentiality will be maintained and protected by the recipient with the same effort used to protect its own Confidential Information, which degree of effort must be reasonable. Each party agrees to take reasonable and appropriate measures to prevent any such unauthorized use and disclosure by its employees, agents, contractors, dealers or consultants, which parties must be subject to obligations of confidentiality under this Agreement. The parties agree not to use each other’s Confidential Information for any other purpose than as contemplated by this Agreement. Upon termination of this Agreement, each party shall comply with any request to return or destroy the other party’s Confidential Information. Confidential Information will not be collected, sold, or used except as necessary for Tech Guru to perform the business purpose contemplated in this Agreement.

4.3 Exceptions.

Confidential Information does not include information which: (a) becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to the disclosure and had not been subject to limitations on disclosure; (c) is disclosed hereafter to the receiving party by a third party when the receiving party has no knowledge of any impropriety; (d) is developed independently; or (e) is generally furnished by the disclosing party to others without restriction on confidentiality. The exceptions in this Section 4.3 do not apply to nonpublic personal information of Client’s customers or to Tax Return Information, which remain Confidential Information regardless of their source or public availability. This Agreement will not prevent either party from disclosing the other party’s Confidential Information to the extent required by a judicial order or other legal obligation, provided that, to the extent legally permitted, the receiving party shall promptly notify the other party in writing and in advance of such disclosure to provide the other party the opportunity to contest or minimize the scope of disclosure.

4.4 Tax Return Information and IRC Section 7216.

“Tax Return Information” has the meaning given in Treas. Reg. § 301.7216-1(b)(3). “Incidental Exposure” means Tax Return Information that becomes visible to Tech Guru personnel without being sought, during a remote support session that a Client user has requested and accepted, and that is not recorded, copied, retained, discussed, or used for any purpose.

(a) Status and notice. Tech Guru provides auxiliary services and maintains equipment and software used by Client in preparing tax returns. Tech Guru acknowledges that it, its affiliated entities, and their personnel are subject to Internal Revenue Code Sections 7216 and 6713 and the regulations under them, and conducts itself accordingly. This Agreement constitutes written notice to Tech Guru under Treas. Reg. § 301.7216-2(d)(2). Tech Guru has given, and will maintain for each individual with access to Client’s environment, written notice that Sections 7216 and 6713 apply to that individual.

(b) Administration without access. Tech Guru administers the systems that hold Client Data. Tech Guru does not prepare, review, process, or file tax returns, and does not maintain standing user credentials for Client’s tax or accounting software. Where Tech Guru hosts an application, it holds an administrative credential used only for installation, updates, and user administration, configured so far as the application permits so that it cannot open client files. Tech Guru personnel will not open, read, copy, download, print, or otherwise access the content of Client’s files, mailboxes, or tax software data except (i) Incidental Exposure, which Tech Guru personnel are required to disregard and not retain, or (ii) at Client’s documented direction for a specific support task, scoped to that task and logged. Tech Guru will not use Tax Return Information for any purpose.

(c) Personnel and location. Client acknowledges that Tech Guru’s technical personnel include employees of Tech Guru’s affiliated entities located outside the United States, including Tech Guru IT Solutions Inc. (Philippines) and Tech Guru SA (South Africa), who administer Client’s systems remotely over authenticated, encrypted connections from Tech Guru-managed devices. Those personnel are employees, not independent contractors, are background checked, are bound by written confidentiality obligations no less protective than this Section 4, and have signed the notice described in paragraph (a). Tech Guru remains responsible for the acts and omissions of its affiliates and personnel under this Agreement. Client Data, including hosted systems, Microsoft 365 tenants, and backups, is stored at rest only in United States regions; personnel outside the United States access Client systems remotely and do not download, copy, or store Client Data outside the United States.

(d) Client’s consents and disclosures. Client is the tax return preparer with respect to its clients and remains responsible for its own compliance with Sections 7216 and 6713, including determining, with its counsel, whether to obtain taxpayer consents or to include disclosures in its engagement letters describing Tech Guru’s role. Tech Guru’s position, described in its IRC Section 7216 Position Statement as issued from time to time, is that its administration of Client’s systems without access to Tax Return Information is not a disclosure or use under Section 7216; Tech Guru nonetheless recommends that Client obtain consents naming Tech Guru and its affiliated entities as a safeguard, and will provide a template consent and sample engagement-letter language on request. The Position Statement is informational, describes Tech Guru’s practices as of its effective date, and does not amend this Agreement.

(e) Additional restrictions. On request, Tech Guru will implement the additional access restrictions described in its Position Statement for Client’s environment, including client-only membership on file libraries, alerts to Client on administrative access, and scoped permissions on hosted data folders, and will scope any further restriction Client requires.

(f) Notice of access. Tech Guru will notify Client without undue delay, and in any event within forty-eight (48) hours after confirmation, of any known or reasonably suspected unauthorized access to, or exposure beyond Incidental Exposure of, Client’s Tax Return Information, so that Client may evaluate its own notification obligations.

5. Client Responsibilities.

Client will (a) use the Services only for lawful business purposes and in compliance with applicable law; (b) maintain the application licenses, subscriptions, internet connectivity, and power needed for the Services; (c) promptly notify Tech Guru of any suspected security incident, lost or stolen device, or departing user; (d) require its users to protect their credentials and to use the multi-factor authentication and security tools Tech Guru configures; (e) designate a primary contact authorized to approve work and changes and a security contact to receive notices under Section 7, and keep both current; (f) operate the complementary user entity controls described in Tech Guru’s SOC 2 report and the Client responsibilities in Exhibit A, including performing user acceptance testing of each new application or application upgrade Tech Guru prepares for Client’s environment and recording acceptance in the associated ticket before Tech Guru implements it in production; and (g) secure the devices, applications, and accounts Client owns or licenses that Tech Guru does not manage. Tech Guru will recommend security measures appropriate to Client’s environment from time to time. If Client declines a recommended measure, or does not approve it within a reasonable time after written notice, Tech Guru will document the decision, and Tech Guru is not responsible for loss, incident, or regulatory consequence to the extent it results from the declined measure.

6. Indemnification.

Client shall defend, indemnify and hold harmless Tech Guru and its affiliated entities from and against any and all claims, obligations, losses, liabilities, and expenses of any kind, including reasonable attorneys’ fees, which Tech Guru might incur as a result of any third-party claim (including a claim by a client of Client) arising from (a) materials provided by Client infringing upon any intellectual property rights of third parties; (b) Client’s violation of applicable law, including its obligations as a tax return preparer or financial institution; (c) use of the Services by Client or its users in breach of this Agreement; or (d) Client’s breach of, or lack of the rights required under, a third-party software license for software Tech Guru installs, hosts, or operates for Client, except in each case to the extent the claim results from Tech Guru’s breach of this Agreement, negligence, or willful misconduct.

Tech Guru shall defend, indemnify and hold harmless Client from and against any and all claims, obligations, losses, liabilities, and expenses of any kind, including reasonable attorneys’ fees, which Client might incur as a result of any third-party claim that the Services, as provided by Tech Guru, infringe upon any intellectual property rights of third parties. Tech Guru has no obligation for a claim to the extent it arises from materials or specifications provided by Client, third-party hardware or software that Tech Guru resells or administers but did not create, modifications not made by Tech Guru, or continued use after Tech Guru offers a non-infringing alternative. If the Services are, or Tech Guru reasonably believes they may be, held to infringe, Tech Guru may procure the right for Client to continue using them, modify or replace them so they are non-infringing, or, if neither is commercially reasonable, terminate the affected Services and refund any prepaid fees for them.

The indemnified party will give the indemnifying party prompt written notice of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement (except that no settlement may impose an obligation on, or admit fault by, the indemnified party without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party’s expense.

7. Use of Client’s Data.

“Client Data” means all data, files, mailboxes, configurations, and other information of Client or its clients that Tech Guru hosts, backs up, administers, or otherwise handles in providing the Services. Client owns Client Data. Tech Guru will access and process Client Data only as necessary to provide the Services, to secure Client’s environment, and to comply with law, and will not sell Client Data or use it for any other purpose. Tech Guru will not enter Client Data that is nonpublic personal information of Client’s customers or Tax Return Information into any artificial intelligence service except at Client’s written direction, and then only into a service approved under Tech Guru’s AI Acceptable Use Policy whose terms prohibit use of the data to train models. Tech Guru may share Client’s Data 1) in order to comply with any applicable law, regulation, subpoena, court order or enforceable governmental request, giving Client prior notice where legally permitted; or 2) to provide the Services, including through subprocessors (such as hosting, backup, and Microsoft 365 platform providers) that are bound by written obligations to protect Client Data consistent with the standards of this Agreement and that are configured to store Client Data at rest in United States regions. Tech Guru selects subprocessors, and the tools it deploys in Client’s environment, under its third-party risk management process, remains responsible for their performance, will provide a current list of subprocessors on request, and will notify Client of material additions. After return of Client Data under Section 1.6, Tech Guru will delete Client Data from its systems and backups within ninety (90) days, except as retention is required by law.

“Security Incident” means (i) unauthorized acquisition of, or unauthorized access to, unencrypted Client Data in Tech Guru’s custody or control, including any “notification event” as defined in 16 CFR 314.2, or (ii) a compromise of Tech Guru systems or credentials used to access Client’s systems that has affected, or is reasonably likely to have affected, Client’s systems or Client Data. Tech Guru will notify Client of a Security Incident without undue delay, and in any event within forty-eight (48) hours after Tech Guru determines that a Security Incident has occurred or is reasonably likely to have occurred, by telephone or email to Client’s designated contact, and will provide the information then reasonably available about the nature and scope of the incident, the Client Data involved, and the containment steps taken, supplementing the notice as its investigation proceeds. Tech Guru will reasonably cooperate with Client’s investigation and with Client’s own notification obligations, including under 16 CFR 314.4(j) and applicable state law, and will not notify Client’s clients, regulators, or the public of a Security Incident affecting Client Data except as required by law or at Client’s request. Client is responsible for determining whether, when, and how to notify its clients and regulators. Tech Guru’s notice is not an admission of fault or liability.

Tech Guru maintains a written information security program with administrative, technical, and physical safeguards appropriate to its size and complexity and to the sensitivity of Client Data, designed to meet the requirements of 16 CFR Part 314 as they apply to the Services and to Client Data in Tech Guru’s possession, reviews the program at least annually, and will not materially reduce its overall level of protection during the term. Tech Guru will (a) background-check personnel before granting them access to Client Data; (b) bind them to written confidentiality obligations; (c) train them on security at least annually; (d) limit their access to what their role requires; (e) require multi-factor authentication for Tech Guru access to Client systems; (f) log privileged access to Client systems; and (g) remove access promptly when it is no longer needed.

8. Warranties.

8.1 Services Warranty.

Tech Guru represents and warrants that the Services it performs under this Agreement will be performed in a manner consistent with industry standards.

8.2 Limitation of Warranties.

Other than described in this Section and in Section 1.5, ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE, COMMON LAW OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE, ARE EXCLUDED FROM THIS AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT FOR THE SERVICE COMMITMENTS IN SECTION 1.5, FOR WHICH THE CREDITS STATED THERE ARE CLIENT’S SOLE REMEDY, AND THE WARRANTY IN SECTION 8.1, TECH GURU DOES NOT OFFER, AND SPECIFICALLY DISCLAIMS, ANY WARRANTY OF ITS OWN, EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY STATED IN THE PROPOSAL, TECH GURU DOES NOT PROVIDE ITS OWN WARRANTIES FOR HARDWARE OR THIRD PARTY SOFTWARE UNDER THIS AGREEMENT. TECH GURU DOES NOT WARRANT THAT CLIENT’S NETWORK, HARDWARE, OR SOFTWARE WILL BE PROTECTED FROM FAILURE, OR THAT THE SERVICES WILL DETECT OR PREVENT EVERY SECURITY THREAT, VULNERABILITY, OR UNAUTHORIZED ACCESS; NO SECURITY MEASURE IS INFALLIBLE, AND THE SERVICES REDUCE BUT DO NOT ELIMINATE RISK. TECH GURU DOES NOT WARRANT THAT CLIENT’S DATA OR DATA INTEGRITY WILL BE PRESERVED OR PROTECTED FROM FAILURE, OTHER THAN AS PROVIDED IN SECTION 1.6.

EXCEPT FOR A HARDWARE GUARANTEE EXPRESSLY STATED IN THE PROPOSAL (SUCH AS TECH GURU’S GEAR SATISFACTION GUARANTEE), UNDER WHICH REPAIR OR REPLACEMENT OF THE COVERED DEVICE WITH ONE OF EQUIVALENT SPECIFICATION IS CLIENT’S SOLE AND EXCLUSIVE REMEDY AND WHICH DOES NOT COVER ACCIDENTAL DAMAGE, LOSS, THEFT, OR DAMAGE FROM MISUSE, TECH GURU DOES NOT PROVIDE ANY WARRANTY FOR ANY HARDWARE IT PROCURES ON BEHALF OF CLIENT, AND THE ONLY APPLICABLE WARRANTY ON SUCH HARDWARE IS THE WARRANTY, IF ANY, PROVIDED BY ITS MANUFACTURER.

9. Limitation of Liability.

All causes of action arising out of or relating to this Agreement shall expire unless brought within one (1) year after the cause of action accrues, except claims for unpaid fees. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES RELATED TO DATA BREACH CAUSED BY MALWARE, RANSOMWARE, OR OTHER BREACH OF CLIENT’S SYSTEM; DATA THEFT, LOSS OR DESTRUCTION; DELAYS IN SERVICE; DATA BACKUP FAILURE OR CORRUPTION; HARDWARE FAILURE; VIOLATION OF ANY DATA PRIVACY OR SECURITY LAW, REGULATION, OR INDUSTRY STANDARD OR ANY OTHER LOSS, UNAVAILABILITY OR CORRUPTION OF CLIENT’S DATA, SYSTEMS OR HARDWARE. TECH GURU IS NOT LIABLE FOR LOSSES FROM A SECURITY INCIDENT OR OTHER SECURITY EVENT THAT WAS NOT CAUSED BY TECH GURU’S BREACH OF THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL RECURRING FEES PAID BY CLIENT TO TECH GURU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO A PARTY’S FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, TO CLIENT’S OBLIGATION TO PAY FEES, OR TO CREDITS AND REFUNDS EXPRESSLY PROVIDED IN SECTIONS 1.5 AND 2.5. CLIENT WILL FIRST PURSUE RECOVERY UNDER ITS OWN CYBER LIABILITY AND OTHER APPLICABLE INSURANCE FOR ANY LOSS ARISING FROM A SECURITY INCIDENT OR OTHER SECURITY EVENT BEFORE SEEKING RECOVERY FROM TECH GURU, AND TECH GURU’S LIABILITY FOR ANY SUCH LOSS IS REDUCED BY ALL AMOUNTS RECOVERED OR RECOVERABLE UNDER THAT INSURANCE. TO THE EXTENT ITS POLICIES PERMIT, CLIENT WAIVES, AND WILL CAUSE ITS INSURERS TO WAIVE, RIGHTS OF SUBROGATION AGAINST TECH GURU FOR LOSSES COVERED BY CLIENT’S INSURANCE. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN, ARE REFLECTED IN THE FEES, AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10. Miscellaneous.

10.1 Choice of Law and Dispute Resolution.

This Agreement will be construed and interpreted under the laws of the State of Minnesota, excluding its conflicts of law doctrine. Any claim arising from or related to this Agreement must be brought in the state or federal courts located in Minneapolis, Minnesota. Prior to either party commencing any formal legal proceeding, officers for each party shall meet in person in an attempt to resolve the dispute in good faith. Client shall not join any claims in any forum with the claim of any other Client. Client shall not pursue any claim in any forum as a class representative or as a member of any putative class. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE.

10.2 Entire Agreement.

This Agreement, including the Proposal, comprises the entire agreement between the parties relating to this subject matter. This Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of this Agreement. The Service Commitments in Section 1.5, the fee protections in Section 2.3, and the guarantee in Section 2.5 are part of this Agreement, and Tech Guru’s published descriptions of them are consistent with and do not expand them. Tech Guru’s informational materials, including its IRC Section 7216 Position Statement and Security at Tech Guru overview, describe Tech Guru’s practices and do not amend this Agreement. This Agreement may be executed in several counterparts, each of which will be deemed to be an original, and all of which, when taken together, will constitute one and the same instrument.

10.3 Publicity Rights.

If Client consents in the Proposal or otherwise in writing, Tech Guru may display Client’s name and logo on Tech Guru’s website and in its client lists during the term of this Agreement, and will remove them within thirty (30) days after termination or on Client’s earlier written request. Tech Guru may publish a press release relating to the relationship between the parties subject to Client’s prior written consent, which consent shall not be unreasonably withheld or delayed.

10.4 Force Majeure.

Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control, including Internet or telecommunications failures outside its network, third-party platform outages, power failures, natural disasters, and governmental actions, provided the affected party uses reasonable efforts to resume performance. Payment obligations are not excused by this Section.

10.5 Insurance.

During the term, Tech Guru will maintain commercial general liability, technology errors and omissions, and cyber liability insurance in commercially reasonable amounts with insurers rated A- or better by A.M. Best, and will provide a certificate of insurance on request, which is Tech Guru’s Confidential Information. Client will maintain cyber liability insurance covering data breach response costs, network security and privacy liability, and cyber extortion, with limits of not less than $500,000 per claim or such other amount as the Proposal states, and will provide a certificate on request. Client’s insurance is primary for losses arising from a Security Incident, as provided in Section 9.

10.6 Severability; Waiver.

If any provision of this Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in full force. A party’s failure to enforce a provision is not a waiver of its right to enforce it later.

10.7 Assignment.

Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign it without consent to an affiliate or to a successor in a merger, acquisition, or sale of substantially all of its assets that assumes this Agreement in writing, on notice to the other party.

10.8 Notices.

Notices under this Agreement must be in writing and delivered by email to the addresses designated in the Proposal or at onboarding, as either party updates them by written notice (with confirmation of transmission) or by nationally recognized courier, and are effective on receipt. Routine operational communications may be made through the Support Channels, and Security Incident notices under Section 7 are given to Client’s security contact designated under Section 5.

10.9 Independent Contractors; Survival.

The parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, or agency relationship. Accrued payment obligations and Sections 3.3, 4, 6, 7, 8.2, 9, 10, 11, and 12, together with any other provision that by its nature should survive, survive termination of this Agreement.

10.10 Amendments; Electronic Acceptance.

Tech Guru may amend this Agreement by giving Client at least sixty (60) days’ written notice identifying the changes. An amendment does not reduce the Service Commitments in Section 1.5, the fee protections in Section 2.3, or the guarantee in Section 2.5 for a Proposal already in effect unless Client agrees in writing. If Client objects to an amendment in writing before it takes effect, Client may terminate this Agreement without penalty effective on the date the amendment would have taken effect, and the prior version continues to apply until then; otherwise Client’s continued use of the Services after that date is acceptance of the amendment. Any other amendment must be in a writing signed by both parties. This Agreement and any Proposal may be accepted electronically, and electronic signatures and records have the same effect as originals.

11. Website and Templates.

Tech Guru’s website, pricing estimator, security self-assessment, and downloadable templates (including the WISP template, the AI acceptable use policy template, and the technology due diligence questionnaire) are provided for general information only, “as is,” without warranty of any kind, are not legal, tax, or financial advice, and are not Services under this Agreement. Templates are licensed to Client for its own internal use and may not be resold or redistributed. Client is responsible for having its own advisors review any template it adopts, and Tech Guru is not liable for decisions made in reliance on the website, the estimator, the self-assessment, or any template. This Section 11 applies to every visitor to the website and to every person who downloads a template, whether or not that person is a Client, and references to Client in this Section include that person.

12. Qualified Individual.

Tech Guru does not serve as Client’s Qualified Individual under 16 CFR 314.4(a), and no Proposal, Service, communication, or course of dealing will be construed as designating Tech Guru or any of its personnel in that role. Client will designate its own Qualified Individual, who directs Client’s information security program and makes the decisions it requires, including risk acceptance and any written approval of alternative controls under 16 CFR 314.4(c)(3) or 314.4(c)(5). Tech Guru’s role is to advise and to implement the measures Client approves. Tech Guru’s recommendations are advice for Client’s decision, not a determination of Client’s compliance, and Section 5 applies to recommendations Client declines.

Exhibit A. Shared Responsibility Matrix

This Exhibit allocates the elements of the FTC Safeguards Rule (16 CFR 314.4) between the parties. Client, through its own Qualified Individual, owns every decision; Tech Guru advises and implements what the Proposal includes and Client approves. The Proposal controls what Tech Guru provides. Elements marked * do not apply to a Client that maintains customer information concerning fewer than 5,000 consumers (16 CFR 314.6).

Updated: October 28, 2026

Prior versions: April 3, 2026. A Proposal incorporates the version identified in it or, if none is identified, the version in effect on the date it was signed.