CLIENT SERVICES AGREEMENT
1. Introduction
This agreement (the "Agreement") is entered into between the user of the Arti platform ("Client") and
Arti ("Platform") for the purpose of providing employer retention credit (ERC) services to the Client.
By using the Platform, the Client agrees to the terms and conditions set forth in this Agreement.
2. ERC Services
The Platform will provide ERC services to the Client in accordance with the terms and conditions set
forth in this Agreement. The Platform will calculate the ERC based on the data provided by the Client
and will assist the Client in preparing and submitting Form 941-X to claim the ERC.
3. Contingency Fee
The Platform will charge a contingency fee for its ERC services. The contingency fee will be 18% for
claims under $200,000 and 15% for claims over $200,000. The contingency fee will be due and payable to
the Platform only if the Client receives an ERC as a result of the Platform's services.
4. Limited Power of Attorney
The Client hereby authorizes Arti and its representatives to submit Form 941-X to the IRS on behalf of
the Client to claim the ERC. The Client further authorizes the Platform to use IRS Form 2848 to obtain a
limited power of attorney to represent the Client before the IRS for the purpose of claiming the ERC.
The Platform will either use the client signature from the platform or will sign on behalf of the
client. The limited power of attorney will also be used to redirect IRS mail to Arti.
5. Accuracy of Data
The Platform is not responsible for the accuracy of the data provided by the Client. The Platform will
only be responsible for the calculation of the ERC based on the data provided by the Client.Client
agrees to promptly submit complete and truthful data to Service Provider and to cooperate in the
production, presentation, and defense of all claims for ERTC. Client certifies the accuracy of all data
and information provided by Client that is included within or forms the basis of Client’s ERTC claim,
and Client will defend and hold harmless Service Provider in the event any data or information is false.
6. Non-Payment
If the Client refuses to pay the contingency fee owed to the Platform for services rendered, the Client
will enter a default judgment for the amount owed to the Platform. This will be represented in
accordance with Texas law, and the Client will release the contingency fee without right to mediation or
arbitration in any state.
7. Release of Information
The Platform will not sell Client data but has the right to share Client data with electronic approval
via the ERC submission form, cash advance form, or other means of electronic communication.
8. IRS Audit
The Platform does not represent the Client for the purpose of negotiating bad debt or past due taxes
owed to the IRS. In the case of an IRS audit, the Platform will provide the required data and
calculations to substantiate the Client's employer retention credit.
9. Acceptance of Agreement
By using the Arti platform, the Client accepts the terms of this Agreement.
10. Acceleration Success Fee
Client shall pay Service Provider a contingency success fee, (“Success Fee”) calculated as 3% of the
total Employee Retention Tax Credit eligible from the IRS by the client if client chooses to accelerate
the Employee Retention Tax Credit.
11. Payment
Platform will present Client an Invoice for the Fee based on the ERTC as presented to the IRS by or on
behalf of the Client. The Invoice(s) shall be paid by Client to the Service Provider within 5 calendar
days following Client’s receipt of payment from the United States Department of Treasury, the IRS or any
third party source who buys or advances the ERTC funds. This paragraph shall survive termination of this
Agreement. If the amount eventually allowed to Client by the IRS or involved governmental authority is
different from the amount calculated by Service Provider, then the Fee shall be adjusted to reflect the
difference, either by increase or decrease; provided, that in the case of a reduction in the amount
allowed, Service Provider must be given the opportunity to defend the correctness of the claimed ERTC.
12. IRS Repayment
If Client is legally required to repay any portion of the ERTC previously received, Platform will refund
a prorated portion of the Fee attributed to that portion of the ERTC that was repaid to the IRS or the
appropriate taxing authority; provided that Client shall have actually paid the Fee to Platform and
Platform are given sufficient Notice of the audit or challenge by the IRS or appropriate taxing
authority or of any other proceeding for review of the ERTC and afforded an opportunity to defend
Client’s eligibility for, the validity of and/or the amount of the ERTC claimed by Client. For instance,
if Client received a ERTC award of $100,000 but $50,000 is later disallowed and ultimately repaid by
Client, then, of the Service Provider $25,000 Fee, Platform will repay $12,500 as the 50% prorated
amount.
13. Conflict Resolution
This agreement touches interstate commerce. Any dispute that
arises out of or relates to this Agreement will be decided by binding arbitration in Dallas, Texas, by a
single disinterested arbitrator, (Arbitrator), including the scope of the arbitration. Notice of demand
for arbitration shall be made by either Party to the other Party(ies) and shall state the matter to be
arbitrated. If the Parties do not agree on an arbitrator in 15 days, then the Presiding Circuit Judge of
Dallas County, Texas will appoint the Arbitrator. The Arbitrator shall set the schedule, limits of
discovery, and conduct all hearings and other presentations. The Arbitrator’s decision and/or award
shall be in writing and is final. Each Party may have counsel at the Party’s expense and each Party
shall pay half the expense for the arbitration; provided, however, that, if Client receives payment of
the Employee Retention Tax Credits, but fails to pay Service Provider’ invoice for services, Client
shall pay all costs of collection, including the attorney fees, discovery costs and arbitration
expenses. There shall be no class action arbitration and no consolidation of more than one arbitration.
Judgment on any arbitrator’s award may be entered in any court having jurisdiction thereof.
14. Enforcability
This agreement is automatically accepted and enforceable when the
Client Party via electronic signature.
