Terms of Service
These Terms of Service (the “Terms”) govern all professional services provided by FL International Tax Advisors, Inc., a tax advisory services firm organized as a Florida corporation (“FLI,” “we,” “us,” “our”), to any client (“Client,” “you”).
These Terms are the primary contractual framework for all engagements and are incorporated by reference into all engagement letters, renewal letters, statements of work, information requests, invoices, onboarding documents, and similar writings (each, an “Engagement Document”).
These Terms apply to the entire professional relationship between FLI and the Client, including pre-engagement discussions, onboarding, compliance activities, administrative services, and any services performed directly or indirectly by FLI, whether or not an Engagement Document is executed.
1. Engagement Framework; Incorporation; Precedence
FLI provides services only pursuant to an Engagement Document accepted by FLI. No course of dealing, proposal, estimate, discussion, or preliminary communication creates an obligation absent such acceptance.
These Terms are incorporated by reference into all Engagement Documents unless expressly stated otherwise. In the event of any inconsistency between an Engagement Document and these Terms, the Engagement Document controls solely with respect to the scope of services and fees expressly described therein together with any invoice issued regarding such scope of services; these Terms govern all other matters, including but not limited to liability, dispute resolution, confidentiality, governing law, regulatory compliance, and information security.
2. Acceptance Without Signature; Acceptance by Conduct
The Client may accept these Terms and any Engagement Document without executing a signature. Acceptance occurs upon any of the following:
• Payment of any invoice or advance.
• Submission of information or documents for purposes of receiving services.
• Instruction to FLI to proceed, whether written or verbal.
• Continued receipt of services after notice of these Terms.
Such acceptance shall be deemed knowing and voluntary, and the Client waives any defense based on lack of signature, lack of review, or alleged lack of notice, to the fullest extent permitted by law.
3. Scope of Services; No Implied Duties
FLI’s services are limited strictly to those expressly described in the applicable Engagement Document. No services are implied by prior dealings, industry custom, course of conduct, or communications.
FLI does not provide audit, attestation, assurance, valuation, legal representation, immigration advice, or broker-dealer services unless expressly agreed in writing. Where FLI, any wholly owned subsidiary or affiliate of FLI, or any principal of FLI acting in a nominee or fiduciary capacity, provides fiduciary or nominee services — including service as a manager, director, nominee shareholder, nominee member, or general partner of a client entity — such services are governed exclusively by the applicable Fiduciary Role Agreement as described in Section 18, and not by this Section.
FLI has no obligation to monitor deadlines, renewals, filings, elections, disclosures, or changes in law beyond the expressly agreed scope.
FLI has no obligation to update prior advice, deliverables, or analyses based on subsequent changes in law, regulation, administrative guidance, or enforcement practice, unless expressly agreed in writing.
4. Reliance on Client Information; No Verification
FLI is entitled to rely on information provided by or on behalf of the Client without independent verification. The Client is solely responsible for the completeness, accuracy, and timeliness of all information supplied.
FLI is not responsible for errors, delays, penalties, adverse outcomes, or missed opportunities arising from inaccurate, incomplete, or untimely information, or from facts not disclosed to FLI.
5. Fees; Billing; Late Charges; Suspension
Invoices are due upon issuance unless stated otherwise in the applicable Engagement Document or invoice.
Any unpaid balance that remains outstanding thirty (30) days after its due date may, at FLI’s election, accrue a late charge of one percent (1%), and an additional one percent (1%) for each successive thirty (30) day period thereafter (or, in each case, the maximum rate permitted by applicable law, if lower).
FLI may suspend or terminate any services, filings, submissions, or administrative functions for non-payment without liability. Suspension may result in statutory penalties, loss of good standing, or other adverse consequences for which FLI bears no responsibility.
6. Collections; Setoff; Enforcement
To the fullest extent permitted by law:
• FLI may apply credits, retainers, or prepayments held on the Client’s behalf against unpaid balances.
• FLI may withhold work product, deliverables, or records pending payment.
• FLI may report undisputed commercial delinquencies to business credit bureaus.
• FLI may engage collection agencies or outside counsel.
• FLI may pursue all lawful remedies, including arbitration, litigation where permitted, and provisional remedies in aid of arbitration.
7. Registered Agent; Registered Office; Correspondence Services
Where FLI (directly or indirectly) serves as registered agent, registered office, or correspondence address, such services are administrative only and do not constitute legal representation or fiduciary services.
Resignation for Non-Payment
FLI may resign or discontinue such services for non-payment after providing notice required by applicable law, including:
• Florida: resignation or withdrawal as registered agent or registered office may be effected in accordance with applicable Florida statutes upon delivery of required notice to the entity and filing with the Florida Department of State, with effectiveness as prescribed by law.
• Delaware: notice at least thirty (30) days prior to filing; resignation effective thirty (30) days after filing.
• Wyoming: resignation filing certifying notice sent at least thirty (30) days prior.
For other U.S. states and non-U.S. jurisdictions (including Cayman Islands, BVI, Bahamas, Ontario, the United Kingdom, the Island of Nevis, and any others), resignation timing and procedure shall follow applicable statutory or service-provider requirements.
The Client authorizes FLI to prepare, execute, and file resignation or change-of-agent documents, including the use of electronic or conformed signatures where permitted.
8. No Guarantee; Professional Judgment; Tax Risk
FLI makes no guarantees regarding outcomes, tax positions, planning strategies, elections, disclosures, regulatory determinations, audit results, or timing.
Tax planning, structuring, and compliance involve inherent uncertainty, including the risk of challenge by tax or regulatory authorities. Any statements regarding potential outcomes reflect professional judgment only.
The Client acknowledges that authorities may disagree with positions taken, and FLI bears no responsibility for additional taxes, penalties, interest, or adverse consequences absent fraud or willful misconduct.
9. Limitation of Liability
FLI shall not be liable except to the extent caused by fraud, gross negligence, or willful misconduct, as finally determined by an arbitral tribunal or court of competent jurisdiction.
FLI may perform services through employees, officers, independent contractors, affiliates, and third-party service providers. FLI shall not be liable for acts or omissions of third-party providers outside FLI’s reasonable control, including governmental portals, registries, financial institutions, or software platforms.
FLI’s aggregate liability is limited to the fees actually paid for the specific services giving rise to the claim during the six (6) months immediately preceding the event giving rise to the claim.
In no event shall FLI be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits or lost opportunities.
10. Indemnification
The Client shall indemnify and hold harmless FLI and its officers, directors, employees, contractors, and agents from and against third-party claims, liabilities, penalties, and expenses (including reasonable attorneys’ fees) arising from:
• Inaccurate or incomplete information provided by the Client.
• The Client’s acts or omissions.
• The Client’s breach of these Terms or any Engagement Document.
• Use of deliverables beyond their intended purpose or scope.
11. Confidentiality
FLI will treat information provided by the Client in connection with an engagement as confidential. FLI will not disclose such information to third parties except: (i) to FLI’s employees, officers, contractors, and service providers who need access to perform the services, each of whom is subject to equivalent confidentiality obligations; (ii) as required by applicable law, regulation, court order, or professional standards; (iii) to the extent the information is or becomes publicly available through no fault of FLI; (iv) as otherwise authorized in writing by the Client.
Confidentiality obligations do not restrict FLI’s ability to serve other clients, including clients in the same industry or whose interests may compete with the Client’s, provided FLI does not disclose the Client’s confidential information in doing so.
Where services are delivered in partnership with, or through, a co-advisor, affiliated firm, or third-party professional, the Client acknowledges that FLI may share relevant client information with such parties under appropriate confidentiality arrangements.
12. Regulatory Compliance; AML; Sanctions; Withdrawal
FLI complies with applicable anti-money laundering (“AML”), OFAC, sanctions, and related regulations. FLI may request information and documentation from the Client to satisfy its compliance and know-your-client obligations, and may suspend or terminate services if continued engagement presents legal, regulatory, or reputational risk.
FLI retains AML, know-your-client, and related compliance records for a minimum of five (5) years following the end of the relevant business relationship, or such longer period as required by applicable law.
FLI may withdraw from an engagement where required or permitted by applicable law or professional standards, including where the Client fails to cooperate with compliance requests.
13. Termination
Either party may terminate an ongoing engagement upon thirty (30) days’ written notice to the other party. FLI may terminate immediately, without advance notice, where continued engagement would be unlawful, contrary to applicable professional standards, or where the Client has failed to pay amounts due and such failure has not been cured within fifteen (15) days of notice.
Upon termination, FLI shall be entitled to fees for all services rendered and expenses incurred through the effective date of termination. Termination does not affect accrued rights or obligations, and does not limit either party’s right to pursue a Dispute in accordance with Section 14.
Upon written request following termination, FLI will make available to the Client documents and information provided by the Client, subject to FLI’s right to retain copies and subject to any applicable lien for unpaid fees. FLI will retain its own work files, notes, drafts, and internal communications.
14. Dispute Resolution; Governing Law
These Terms and all engagements are governed by the laws of the State of Florida, without regard to conflict-of-law principles.
Fiduciary Role Agreements — Carve-Out. Notwithstanding the foregoing, disputes arising exclusively under a Fiduciary Role Agreement (as defined in Section 18) — including any Manager Agreement, Independent Manager Agreement, Limited Partnership Agreement, Indemnification Agreement, or equivalent instrument executed in connection with a fiduciary or nominee role — are governed solely by the dispute resolution provisions of that agreement, and are not subject to the stepped procedure set forth in Steps 1 through 3 of this Section 14. Where a dispute implicates both a Fiduciary Role Agreement and these Terms, the parties shall first attempt to identify and separate the claims; claims arising under these Terms shall proceed under Steps 1 through 3, and claims arising under the Fiduciary Role Agreement shall proceed under that agreement’s dispute resolution mechanism. The existence of a concurrent dispute under a Fiduciary Role Agreement does not stay, toll, or otherwise delay the dispute resolution procedure applicable to claims under these Terms.
Step 1 — Direct Discussion
In the event of any controversy, claim, or dispute arising out of or relating to these Terms, any Engagement Document, any services performed or not performed, or the breach, termination, enforcement, or validity thereof (a “Dispute”), either party may give written notice to the other identifying the Dispute within 3 months of the controversy, claim, or dispute arising. Within fourteen (14) days of such notice, authorized representatives of both parties shall confer in good faith to attempt resolution. Most Disputes are expected to be resolved at this step, including through mutual agreement to disengage.
Step 2 — Mediation
If the Dispute is not resolved within fourteen (14) days of the initial written notice (or such longer period as the parties agree in writing), either party may demand mediation administered by the International Centre for Dispute Resolution (“ICDR”) under its Mediation Rules. Mediation shall be non-binding and confidential. The mediation period shall not exceed thirty (30) days from the date of the written demand for mediation, unless both parties agree in writing to extend it.
FLI may terminate the engagement pursuant to Section 13 at any point during Steps 1 or 2, without prejudice to either party’s right to continue pursuing the Dispute through the process described herein.
Step 3 — Binding Arbitration
If the Dispute is not resolved upon conclusion of the mediation period under Step 2, the Dispute shall be finally resolved by binding arbitration administered by the ICDR in accordance with its International Arbitration Rules, which are incorporated herein by reference.
Number of Arbitrators
The arbitration shall be conducted before one (1) arbitrator if the aggregate amount in dispute (taking into account the contractual limitation of liability applicable to FLI) is less than US$100,000, and before a panel of three (3) arbitrators if such amount is US$100,000 or greater.
Seat; Language; Costs
The seat of arbitration shall be Miami-Dade County, Florida. The language of the proceedings shall be English. The initiating party shall pay the ICDR filing fees and required deposits in the first instance, subject to reallocation by the arbitral tribunal in the final award as permitted by the ICDR Rules.
Provisional Relief
Nothing in this Section limits the right of either party to seek provisional or injunctive relief in aid of arbitration from a court of competent jurisdiction.
Arbitral Award; No Punitive Damages
The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction. The arbitral tribunal shall have no authority to award punitive, exemplary, or non-compensatory damages of any kind. The tribunal may, in its discretion, award reasonable attorneys’ fees and costs to the prevailing party.
15. Information Security; Safeguards
FLI maintains reasonable administrative, technical, and physical safeguards designed to protect Client information, including taxpayer data, consistent with applicable law and professional standards, including Internal Revenue Service publications and related guidance.
FLI’s safeguards are designed to support the secure handling, transmission, and storage of information across its operations and service delivery environments, including through controlled access, confidentiality obligations, and risk-based security measures applicable to personnel and service providers.
FLI does not represent or warrant compliance with any specific cybersecurity framework, certification, or audit standard, unless expressly agreed in writing in an Engagement Document.
16. Force Majeure
FLI is not liable for delays or failures in performance caused by events beyond its reasonable control, including governmental actions, regulatory moratoria, outages affecting governmental portals or filing registries, natural disasters, or other circumstances not reasonably foreseeable or preventable. FLI will promptly notify the Client of any such event and the expected impact on services, and will resume performance as soon as reasonably practicable.
17. Amendments; Severability; Survival
FLI may amend these Terms prospectively by posting an updated version at flinternationaltax.com. Amendments take effect five (5) days after posting. Clients with ongoing engagements in effect at the time of a material amendment may be notified by verbal or written means. Continued receipt of services after the effective date of any amendment constitutes acceptance of the amended Terms.
If any provision of these Terms is held unenforceable, all remaining provisions shall remain in full force and effect.
The following Sections survive termination or completion of any engagement: 4 (Reliance on Client Information), 5 (Fees; Billing; Late Charges), 6 (Collections), 9 (Limitation of Liability), 10 (Indemnification), 11 (Confidentiality), 12 (Regulatory Compliance; AML), 14 (Dispute Resolution; Governing Law), 15 (Information Security), and 18 (Fiduciary and Nominee Services).
18. FIDUCIARY AND NOMINEE SERVICES
18.1 Scope of Fiduciary and Nominee Services.
FLI, its wholly owned subsidiaries and affiliates, and the principals of FLI (individually or through entities owned or controlled by them) may, in connection with client engagements, provide fiduciary and nominee services, including service as an independent manager, nominee manager, nominee director, nominee shareholder, nominee member, general partner, or in equivalent capacities recognized under applicable law (each, a "Fiduciary Role"). These services are provided as a distinct category separate from FLI's advisory and compliance services and are subject to this Section 18 in addition to any applicable provisions of these Terms.
Each Fiduciary Role is undertaken solely pursuant to a written agreement specifically governing that role (each, a "Fiduciary Role Agreement"), which may include a Manager Agreement, Independent Manager Agreement, Limited Partnership Agreement, Nominee Agreement, Indemnification Agreement, Mutual Non-Disclosure Agreement, or equivalent instrument. No Fiduciary Role is undertaken absent an executed Fiduciary Role Agreement. Where a Fiduciary Role Agreement addresses the same matter as these Terms, the Fiduciary Role Agreement controls with respect to that role; these Terms govern all other matters, including any advisory or compliance services provided alongside or in connection with the Fiduciary Role.
18.2 Scope and Limits of the Fiduciary Role.
The party providing the Fiduciary Role (whether FLI, an affiliated entity, or a principal) acts solely in the capacity and to the extent defined in the applicable Fiduciary Role Agreement and the governing documents of the relevant entity. Acceptance of a Fiduciary Role does not make the nominee or fiduciary responsible for the entity's underlying business, obligations, liabilities, taxes, regulatory compliance, or conduct. All such responsibility remains with the beneficial owner and instructing party. Instructions to the nominee or fiduciary must be consistent with the terms of the applicable Fiduciary Role Agreement, applicable law, and FLI's AML and compliance obligations under Section 12.
The nominee or fiduciary will act on the written instructions of the beneficial owner or authorized representative, to the extent such instructions do not require unlawful action, breach of applicable professional obligations, or conduct inconsistent with the terms of the Fiduciary Role Agreement. Where no instructions are received and action is required, the nominee or fiduciary may take or refrain from taking action as it determines in its reasonable business judgment, without liability except as provided in the Fiduciary Role Agreement.
18.3 Indemnification Requirement.
Acceptance of any Fiduciary Role is conditioned upon the execution of an Indemnification Agreement satisfactory to FLI (or the relevant affiliated entity or principal, as applicable) by the client entity and its beneficial owner or controlling party. The indemnification obligations of the client entity and beneficial owner under any such Indemnification Agreement are in addition to, and not in lieu of, the indemnification obligations set forth in Section 10 of these Terms.
18.4 Nominee Arrangements; Regulatory Disclosure.
Nominee shareholding, nominee membership, and equivalent arrangements are structured solely for the purpose of privacy of public records and administrative convenience. They do not alter the beneficial ownership of the relevant entity, and all economic interest, control, and tax obligation remains with the beneficial owner. FLI and its affiliates comply with all applicable disclosure obligations to tax authorities, regulatory bodies, financial intelligence units, and other authorities, including but not limited to reporting requirements under the U.S. Internal Revenue Code, FinCEN beneficial ownership regulations, and equivalent obligations in applicable foreign jurisdictions. The beneficial owner acknowledges and accepts full responsibility for all tax filings, tax obligations, and regulatory disclosures related to the entity, regardless of the nominee arrangement.
No nominee arrangement entered into through FLI, its affiliates, or its principals is intended to, or shall be construed to, conceal beneficial ownership from any tax authority, regulatory body, or law enforcement authority. The Client represents and warrants that the use of a nominee arrangement is for lawful purposes only, and the Client shall indemnify and hold harmless FLI, its affiliates, and its principals against any claim, penalty, or proceeding arising from any misuse of a nominee arrangement or any misrepresentation by the Client regarding the purpose or beneficial ownership of the relevant entity.
18.5 General Partner Role; Corporate Capacity.
Where FLI, a wholly owned subsidiary or affiliate, or a principal entity acts as general partner of a limited partnership, it does so exclusively in its corporate or entity capacity. Its liability as general partner is limited to the assets of the entity acting as general partner, to the fullest extent permitted by applicable law, including the Florida Revised Limited Partnership Act (Fla. Stat. Ch. 620) and any equivalent statute of the applicable jurisdiction, including but not limited to the Limited Partnerships Act, R.S.O. 1990, c. L.16. The Limited Partnership Agreement governing any such engagement shall identify the general partner as a corporation or other limited liability entity, and shall contain provisions consistent with applicable law limiting the general partner's personal liability. No principal, officer, director, or employee of FLI or any affiliated entity shall be personally liable for obligations of the limited partnership by virtue of the general partner role alone.
18.6 Fees; Invoicing; Suspension.
Compensation for Fiduciary Roles is set forth in the applicable Fiduciary Role Agreement or in the Engagement Document governing the relevant role. Notwithstanding any different compensation structure set forth in a Fiduciary Role Agreement, all amounts due for Fiduciary Role services shall be invoiced in accordance with Section 5 of these Terms, and the provisions of Section 5 regarding late charges, administrative fees, and suspension apply in full to Fiduciary Role engagements. FLI (or the relevant affiliated entity or principal) may suspend the performance of any Fiduciary Role — including, without limitation, declining to execute documents, attend meetings, or take any action in its capacity as nominee or fiduciary — for non-payment on the same basis as it may suspend advisory services under Section 5. The Client acknowledges that suspension of a Fiduciary Role may result in operational, regulatory, or legal consequences for the relevant entity, and FLI bears no responsibility for such consequences where suspension is a result of the Client's non-payment.
18.7 Resignation from Fiduciary Role.
FLI (or the relevant affiliated entity or principal) may resign from any Fiduciary Role upon written notice in accordance with the applicable Fiduciary Role Agreement and applicable law. Where no notice period is specified in the Fiduciary Role Agreement, thirty (30) days' written notice shall apply, except that resignation may be immediate where continued service would be unlawful, contrary to applicable professional or regulatory obligations, or where the Client has failed to cure a payment default within fifteen (15) days of notice. Upon resignation, the Client is responsible for promptly appointing a successor and for all filings, notifications, and costs associated with the transition. FLI will reasonably cooperate with the transition of the Fiduciary Role to a successor at the Client's cost.
Last Updated: March 23, 2026