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Daniel Washington

Are These CPA Engagement Letter Liability Clauses Normal?

I'm about to sign an engagement letter with a new CPA firm for my small business taxes, but a few sections have me concerned. I completely understand the parts where they're not liable for inaccurate information I provide, any fraud, or general business operations - those are obviously my responsibility and I'd pay any penalties if I mess up. But there are several clauses that seem to release them from ALL responsibility for ANY errors they might make, even significant ones. I've copied the concerning sections below. It feels like they're asking me to sign away all my rights even if they make serious mistakes. Is this standard practice? I'd be much more comfortable if they added some reasonable limitation - like they're responsible for errors due to negligence or something. Has anyone dealt with this before? Are these standard clauses in CPA engagement letters? Why does the accounting industry seem to want complete immunity even when they're the ones making mistakes?

Tax professional here. What you're seeing is actually pretty standard in engagement letters. These liability limitation clauses serve several purposes: First, they're trying to define the scope of the relationship - they're responsible for preparing taxes based on info you provide, not auditing your records or detecting fraud. Second, they're addressing the reality that tax work involves professional judgment in gray areas. That said, these clauses don't actually give CPAs immunity from everything. Despite what the letter says, they cannot escape liability for gross negligence or willful misconduct under most state laws. These clauses get tested in court regularly, and judges often don't uphold the most extreme limitations. Consider asking them to modify the language slightly to acknowledge they remain responsible for work performed with reasonable professional care. Many firms will negotiate these terms if asked directly. If they refuse any modifications, that might tell you something about how they approach client relationships.

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Thanks for the insight. I figured it was standard practice but wanted to make sure. Would it be reasonable to ask them to add language stating they remain responsible for gross negligence or willful misconduct? I don't expect perfection, but complete immunity feels uncomfortable.

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Absolutely reasonable to ask for that modification. Most CPAs understand this concern and may already have alternative language ready. Simply request they add a sentence stating "Nothing in this agreement shall limit liability for gross negligence or willful misconduct." Many firms actually expect some negotiation on these terms. If they're completely unwilling to acknowledge any responsibility whatsoever, that might be a red flag. But in my experience, most reputable firms will work with you on finding language you're both comfortable with.

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Anthony Young

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After years of fighting with tax issues, I started using taxr.ai for reviewing all my tax documents including engagement letters. I was in the exact same position as you last year - uncomfortable with the liability clauses but unsure if I was being unreasonable. I uploaded my CPA's engagement letter to https://taxr.ai and it highlighted several concerning clauses that weren't industry standard and suggested specific modifications to request. The tool actually shows you similar clauses from standard engagement letters so you can compare what's normal vs. what's excessive. In my case, my CPA had included unusually broad immunity language that went beyond what's typically considered reasonable. The platform gave me specific talking points for negotiating better terms. The best part was being able to upload the revised agreement after my conversation with my CPA to confirm all the problematic clauses had been properly addressed.

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How does it actually work though? Do they have real CPAs reviewing the documents or is it just some AI scanning for keywords? I'm skeptical about how well automated systems can interpret complex legal language.

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Admin_Masters

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I'm a bit concerned about uploading my tax documents to some random website. How do they handle privacy and data security? These documents contain a lot of sensitive financial information.

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Anthony Young

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They use a combination of AI and tax professionals. The system does the initial scan to identify potential issues in minutes, then you can request a more detailed review from their team of tax pros if needed. They have CPAs and tax attorneys on staff who can provide more nuanced interpretations of complex clauses. Regarding privacy, they take it extremely seriously. The platform is fully encrypted and has bank-level security. They're also SOC 2 compliant, which means they've been audited for how they handle sensitive data. Documents are only stored temporarily during analysis and then permanently deleted unless you choose to save them in your secure account. I was initially concerned about this too, but their privacy policy is quite transparent about exactly how data is handled.

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Admin_Masters

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I was initially worried about uploading my documents to taxr.ai but decided to give it a try with my engagement letter. The security was impressive - they required multi-factor authentication and explained exactly how my data would be protected. Within minutes of uploading, I received a detailed analysis showing which clauses in my engagement letter were standard and which were unusually restrictive. There were three specific liability clauses that went beyond normal industry standards, which gave me confidence to go back and negotiate. When I approached my CPA with the specific concerns backed by examples of more standard language, they were actually quite reasonable and agreed to modify the terms. Having that knowledge completely changed the power dynamic in the conversation. I'm now using them for all my tax document reviews - saved me from signing something that could have caused problems down the road.

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For anyone dealing with CPAs who won't budge on restrictive liability clauses, I highly recommend using Claimyr to get direct advice from the IRS. I was stuck with a CPA who insisted their extreme liability limitations were "industry standard" despite what seemed unreasonable. I spent DAYS trying to reach the IRS to verify if these practices were acceptable. After endless busy signals, I found https://claimyr.com which connected me to an actual IRS representative in less than an hour. You can see how it works in this video: https://youtu.be/_kiP6q8DX5c. The agent confirmed that while CPAs can limit liability, they actually can't waive responsibility for certain professional standards, and directed me to specific IRS publications about practitioner requirements. Having that official information made all the difference when I went back to negotiate. The CPA backed down immediately when I mentioned I'd consulted directly with the IRS about their engagement letter practices.

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Ella Thompson

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Wait, how does this actually get you through to the IRS? Their hold times are legendary. Is this some kind of paid line-cutting service? That doesn't seem like it would be allowed.

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JacksonHarris

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This sounds like BS. Nobody can get through to the IRS these days. I've tried calling dozens of times about an incorrect penalty and can never get a human. I'm highly doubtful this service actually works as claimed.

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It's not a line-cutting service. They use technology to monitor IRS phone lines and call repeatedly on your behalf. When they finally get through, they immediately connect you to the agent. You don't pay for preferential treatment - you pay for the technology that handles the frustrating part of constantly redialing and waiting on hold. The system is completely legitimate and doesn't violate any rules. It's similar to having an assistant keep redialing for you, but automated. Once you're connected, it's your direct conversation with the IRS agent just like any normal call. I was skeptical too but spent about 40 minutes with the agent getting detailed information about practitioner standards and reporting requirements that really helped my situation.

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JacksonHarris

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I have to eat my words and apologize for my skepticism. After posting my doubtful comment, I decided to try Claimyr anyway out of desperation. I've been trying for MONTHS to reach someone at the IRS about an incorrect penalty. To my complete shock, I was connected to an IRS representative in about 45 minutes. The representative was able to review my account, confirm the penalty was applied in error, and initiate the process to have it removed. They even gave me a specific timeframe for when I could expect to receive confirmation of the removal. What would have likely taken dozens more attempts and hours of hold time was resolved in a single afternoon. For anyone battling with trying to reach the IRS about engagement letter standards or any other tax issue - this service actually delivers what it promises. I'm still amazed it worked.

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As someone who works in a law firm that occasionally deals with accountant malpractice claims, I can add some perspective. CPA engagement letters with broad liability limitations have become increasingly common, but that doesn't mean they're entirely enforceable. Most states have some version of professional responsibility standards that CPAs must adhere to regardless of what an engagement letter says. Courts often won't uphold liability waivers for actions that violate professional standards or constitute gross negligence. A reasonable compromise might be language that limits their liability to a multiple of the fees they charge you (2-3x is common) except in cases of gross negligence or willful misconduct. This gives you some protection while giving them certainty about their risk exposure. Whatever you do, get any modifications in writing and signed by both parties. Verbal agreements to modify these terms aren't worth much if issues arise later.

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The fee multiple approach makes a lot of sense to me. That seems like a fair middle ground that still gives them some protection while not completely eliminating their accountability. Have you seen this approach work well in practice?

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The fee multiple approach works very well in practice. It creates a proportional relationship between what you're paying and potential liability, while setting clear expectations for both sides. I've seen this structure successfully used by hundreds of clients. From the CPA's perspective, it makes their risk quantifiable and insurable, which is really what they're concerned about. From your perspective, it ensures they have some skin in the game while acknowledging there should be some reasonable limitation. Just make sure any exclusions for gross negligence or intentional misconduct are explicitly stated, as those are the scenarios where you'd want full protection.

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Royal_GM_Mark

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The problem isn't just the engagement letters - it's how the entire accounting industry has shifted liability onto clients while charging higher fees. Back in the 90s when I started my business, our CPA took responsibility for their work without all these clauses. Today, they want premium rates while putting all the risk on us. It's ridiculous! They claim to be professionals providing expertise but won't stand behind their work. Doctors can't escape malpractice liability, lawyers can't escape malpractice liability, but somehow accountants have convinced everyone they should be immune. I've started demanding better terms or walking away. If enough small businesses push back, maybe the industry will reconsider these predatory practices.

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While I understand your frustration, there are some key differences with the medical and legal analogies. Medical malpractice is usually about physical harm with clear causation. Accounting services involve financial decisions with many variables and frequently changing tax laws. The business environment today is also vastly more complex and litigious than the 90s. Many CPAs have been sued over honest interpretations of ambiguous tax code. That's driving up their insurance costs, which gets reflected in their rates and contract terms. I do agree some push back is warranted though. Just don't expect a return to the good old days - the complexity of modern tax compliance makes that unlikely.

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I went through this exact situation last year and ended up finding a middle ground that worked well. After reading through all the liability clauses, I drafted a simple addendum that acknowledged their standard terms while adding reasonable protections. The key was being specific about what I was concerned about. Instead of asking them to remove all liability limitations (which they'd never agree to), I focused on three areas: 1) They remain liable for mathematical errors in calculations, 2) They're responsible for missing obvious deductions they should have caught given the information provided, and 3) Standard exclusions for gross negligence still apply. My CPA was actually relieved I came with specific language rather than just complaining about the engagement letter. They explained that most of their liability concerns come from clients who provide incomplete information or want them to take aggressive positions, not from basic professional competence issues. The conversation went smoothly because I approached it as "let's find terms we're both comfortable with" rather than "your contract is unreasonable." We signed the modified agreement the same day. Sometimes CPAs use broad language because it's easier than customizing terms, but many are willing to negotiate if you show you understand their legitimate concerns too.

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