The terms governing the relationship between JSBC and its clients, and any services JSBC agrees to provide.
Version 2026-08-19. Last updated: August 19, 2026
How to read this page
This page is the agreement itself, not a summary of one. Two points of orientation before you start:
This Agreement is between JS Bongiovanni Company (“JSBC”) and the client who accepts it (“Client”), and takes effect on the date the Client accepts it. It establishes the terms governing the parties' relationship and any services JSBC later agrees to provide.
This section sets out what this Agreement covers, how it applies to work agreed later, how it is updated, and how either party may end it.
Under the scope of this engagement, JSBC may provide professional services at the direction of the Client. JSBC may, as part of its client intake and implementation process, begin account setup, consultations, authorization requests, and connection to taxpayer accounts in the United States or other jurisdictions. Such initial implementation activities are provided without charge unless and until an invoice is issued or a separate written fee arrangement is agreed upon in accordance with this Agreement.
Initial consultations, intake discussions, account setup assistance, authorization requests, and any other service JSBC provides before an invoice is issued or a separate written fee arrangement is agreed are provided without charge and without warranty of any kind, express or implied.
To the fullest extent permitted by law, JSBC shall have no liability to the Client or to any other person for any loss, damage, cost, or expense of any kind, whether direct, indirect, incidental, consequential, special, punitive, or exemplary, arising out of or relating to any service provided without charge, including any information, opinion, estimate, or recommendation given during a free consultation, and including any loss arising from action taken or not taken in reliance on it.
Nothing said or provided in the course of a service provided without charge constitutes advice on which the Client or any other person may rely, and no professional, advisory, or client relationship arises from it. Where liability cannot lawfully be excluded, JSBC's aggregate liability in respect of services provided without charge is limited to the amount the Client has paid for those services, which is zero.
This provision survives termination of this Agreement and applies whether or not the Client subsequently engages JSBC for paid services.
This Agreement governs the ongoing relationship between JSBC and the Client and remains in effect until terminated by either party under the Right of Withdrawal provision. Every proposal, engagement letter, statement of work, and invoice issued by JSBC to the Client while this Agreement is in effect is subject to and incorporates these terms, whether or not those terms are attached to or referenced in that document. Where a later document sets out its own scope, fees, or delivery terms, those provisions apply to that engagement only, and all other terms of this Agreement continue to apply. Where a later document expressly states that it supersedes a specific provision of this Agreement, that statement controls as to that provision and that engagement only.
JSBC may issue updated Terms and Conditions from time to time, each identified by its version date. The version in effect between the parties is the most recent version accepted by the Client. On acceptance, a new version replaces all prior versions in respect of services performed after the date of acceptance; services already performed, and any dispute arising from them, remain governed by the version in effect when those services were performed. Where a change is required by law or regulation, JSBC may effect it by written notice to the Client stating the date it takes effect. Except as provided in this paragraph, in the Fees and Payment provisions below, and in the Changes provision of our Privacy Policy, this Agreement may be amended only by written agreement of the parties.
You, the Client, may withdraw from this engagement without cause should you desire to do so. JSBC also reserves the right to withdraw from this engagement at any time, should we feel that the mutual objectives of this engagement cannot be reached, or if we feel that we cannot properly serve your request for support. Should either party withdraw from this engagement, all fees and expenses incurred to date will be billed and due payable.
This section explains how billable work is agreed, how JSBC charges for work performed without a proposal, and how invoices are issued and paid. No fees arise under this Agreement itself. Billable work is agreed separately.
JSBC will describe any billable work in a written proposal or engagement letter stating its scope and fees. Each such document is subject to this Agreement and incorporates its terms, whether or not this Agreement is attached to or referenced in it. Where a proposal and this Agreement conflict, the proposal controls as to scope and fees only; all other terms of this Agreement continue to apply.
Where the Client requests work that JSBC performs without a separate proposal, that work is billed at JSBC's then-current rates. Unless otherwise agreed in writing, those rates are $250 per hour for the firm's senior staff and $125 per hour for other staff, plus reimbursable expenses and third-party costs. JSBC may modify its rates by written notice to the Client; revised rates apply to services performed after the date of the notice.
JSBC issues itemized invoices through its client portal. Each invoice is subject to this Agreement whether or not this Agreement is attached to or referenced in it. Invoices are payable within fifteen (15) days of the invoice date.
An invoice not paid within fifteen (15) days of its due date incurs a late fee of $50 and interest at an annual rate of 15%, calculated from the due date until payment is received in full.
Should any situation arise that materially increases the cost of fulfilling this engagement, JSBC will notify the Client in advance and obtain approval prior to incurring such costs. Products and services not included in the scope of this engagement, such as software licenses, hardware, development tools, or third-party costs, will be quoted separately and are not included in JSBC's fees. Any costs associated with contracted services required to fulfill this agreement shall be borne by JSBC unless otherwise agreed in writing.
This section sets out the limits of JSBC's role, the obligations the parties owe each other, and how disputes are resolved.
JSBC does not guarantee any specific outcome or level of compliance with regulatory agencies. While JSBC will apply its expertise and make all reasonable efforts to support and maintain compliance, the ultimate responsibility for regulatory compliance, financial accuracy, and decision-making remains solely with Client's management. JSBC's role is advisory and facilitative in nature, and all final actions, filings, and approvals are subject to management oversight and discretion.
Neither party shall disclose any proprietary or confidential information obtained from the other unless requested by a court of law or government authority, or as necessary to perform this Agreement.
JSBC is not a law firm, does not provide legal advice or legal consultation, and any opinions expressed by the firm, its partners, contractors, consultants, or employees are not to be construed as such. JSBC is not engaged in the practice of law or in providing legal services. The Client should consult a competent attorney licensed to practice in the appropriate jurisdiction for any legal matters. Client may, at Client's request, engage JSBC to consult with attorneys and other professionals, review documents, and provide other accounting, administrative, and consulting services on Client's behalf. However, no such relationship shall be construed as an attorney-client relationship or as providing legal services to Client.
From time to time, JSBC may provide financial analysis or consulting services that may be used by management in connection with operational decisions, personnel matters, mergers, acquisitions, or similar business activities. Such analysis and services are provided solely for informational and analytical purposes and do not constitute financial, investment, or fiduciary advice. JSBC does not act as a fiduciary and owes no fiduciary duty to the Client unless expressly agreed in a separate written agreement that specifically defines and governs such fiduciary services (trust services, custodial accounts, and similar).
Client shall have access to all deliverables and may request copies of supporting documentation. JSBC retains ownership of internal methodologies, workpapers, and proprietary tools developed during the engagement.
The Client agrees not to hire or attempt to hire any employee, contractor, or former employee of JSBC during the term of this Agreement and for a period of two years after the term of this Agreement, as a full-time or part-time employee, contractor, or any other such arrangement, without the written consent of JSBC. Client understands and agrees that JSBC shall suffer such irreparable harm in such event that Client shall, if such breach should occur, immediately pay to JSBC an amount equal to the employee's annual compensation (including salary and expected bonuses) at the time of breach or at the time of termination, whichever is greater. JSBC will be entitled, in addition to all other remedies available to it, to injunctive and equitable relief to prevent a breach and to secure the enforcement of this section. Client further understands that injunctive relief may be granted on a finding that Client is or may be violating any provision of this section immediately on the commencement of any such action without notice to Client, which notice Client specifically waives.
Work will be performed in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.
JSBC may assign this Agreement and its rights and obligations to any party with written, electronic notice given to the Client 60 days before the assignment.
The parties agree to indemnify, defend, and hold one another harmless against any and all losses, claims, damages, and liabilities. Client is responsible for designing and implementing controls to prevent and detect fraud and for informing JSBC about all known or suspected fraud impacting Client. Client is wholly responsible for identifying and ensuring that Client complies with all applicable laws and regulations. All fines, interest, and other penalties incurred by Client shall remain wholly the Client's responsibility. The terms of this clause apply for exposure or loss of personally identifiable information, taxpayer identification data, or other data breaches or unauthorized use of sensitive data. JSBC is not responsible to audit or validate the integrity of financial information, or to create or operate procedures that are designed to discover defalcations or irregularities, should any exist.
JSBC may engage licensed intermediaries, affiliates, or subcontractors in jurisdictions where it does not maintain a subsidiary or direct regulatory presence to assist in performing services under this Agreement. Such service providers, which where they process personal data are the sub-processors referred to in our Privacy Policy, may, where necessary, request that the Client grant a power of attorney or other delegation authorizing them to access government tax accounts, regional or municipal authority systems, or to act on the Client's behalf before governmental bodies, whether electronically or in person. All such actions shall be deemed performed pursuant to this Agreement and within the Client's contractual relationship exclusively with JSBC. No independent contractual relationship is created between the Client and any such service provider. To the fullest extent permitted by law, the Client agrees that any claims arising from services under this Agreement shall be brought solely against JSBC and not against any intermediary, and agrees to hold harmless such service providers from claims asserted by the Client, except in cases of gross negligence or willful misconduct.
If any part of this Agreement is found, or deemed by a court of competent jurisdiction, to be invalid or unenforceable, that part shall be severable from the remainder of the Agreement. Any duty to arbitrate under this Agreement shall remain in effect and be enforceable after termination of this Agreement for any reason.
In the event of a dispute between JSBC and the Client arising from the terms of this Agreement, the parties agree that for disputes and claims valuing less than or equal to $3,000, both parties agree to litigate such matters through the Small Claims Court of the First Municipal District of the Circuit Court of Cook County. In the event of any dispute, controversy, or claim exceeding this amount, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration proceedings shall take place in Cook County, Illinois and be conducted according to the laws of the State of Illinois. If any party is not a resident of the United States, the arbitration under this Agreement may be conducted according to arbitration rules acceptable to both the United States, the United Kingdom, or any other jurisdiction as necessary under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards. The arbitral award shall be final, binding, and enforceable in any court of competent jurisdiction.
Where legal demands arise in connection with Client or its affiliates, Client agrees to reimburse JSBC for all reasonable costs, including attorney fees, court costs, administrative expenses, and travel. Additionally, Client shall compensate JSBC at $300 per hour for time spent by JSBC's personnel on tasks such as document preparation, consultation, and travel related to compliance. JSBC will promptly notify Client of any legal demand, allowing Client the opportunity to contest it or seek a protective order at its own expense. Client is also responsible for legal fees arising from JSBC's engagement or prior engagements related to Client or its affiliates, as well as any legal actions against JSBC directly linked to services under this Agreement. These reimbursement obligations survive the termination of this engagement and apply to any legal demands related to the period of Client's engagement with JSBC.
How JSBC collects, uses, discloses, retains, and protects personal data, and JSBC's binding commitments where it processes personal data on the Client's behalf, are set out in our Privacy Policy. That policy forms part of this Agreement.
JS Bongiovanni Company (JSBC)
1908 Thomes Ave STE 79585
Cheyenne, WY 82001
United States
General and privacy contact: privacy@jsbc.it
Data Protection Officer: Paul Joseph Rausch, CISSP-ISSMP, privacy@jsbc.it
Not sure where you stand with U.S.–Italy taxes? Book a free consultation, no commitment, no surprises.
Book a Free Consultation