Terms of Service

These Zeni Premium Additional Terms ("Premium Additional Terms") apply when you purchase, subscribe to, or use the Zeni Premium plan ("Premium").

They form part of the Zeni Terms and Conditions and apply in addition to all other provisions of those Terms, including provisions relating to payment, automatic renewal, cancellation, privacy, acceptable use, disclaimers, limitation of liability, dispute resolution, and governing law.

If these Premium Additional Terms conflict with another provision of the Zeni Terms and Conditions regarding a service specifically included in Premium, these Premium Additional Terms will apply to that service to the extent of the conflict.

By subscribing to or using Premium, you confirm that you have read, understood, and agreed to these Premium Additional Terms.

1. What Zeni Premium includes

Premium includes:

• the complete Zeni business operator included with Zeni Core; and
• human-managed support for eligible routine business tax filings, government returns, corporate renewals, registered-agent renewals, and related compliance obligations.

The human-managed portion of Premium may be provided by Aneurin Advisory personnel, independent contractors, tax preparers, bookkeepers, accountants, compliance specialists, registered-agent providers, or other approved service providers selected by us.

Premium is designed for straightforward, owner-operated businesses. It is not an unlimited accounting, legal, tax-advisory, bookkeeping, consulting, or compliance retainer.

The exact services that apply to you depend on your business structure, registrations, filing periods, jurisdictions, records, prior compliance history, and eligibility.

2. Included entities

Unless we expressly agree otherwise in writing, one Premium subscription may cover no more than:

• one qualifying Canadian corporation; and
• one qualifying United States limited liability company, where applicable.

The United States LLC is optional. You do not need to form or maintain a United States entity to subscribe to Premium.

Additional corporations, LLCs, partnerships, trusts, sole proprietorships, registered businesses, or other legal entities are not included unless additional coverage is expressly confirmed in writing.

Premium coverage belongs to the subscribed customer and the approved entities. It may not be shared with unrelated businesses, owners, customers, or third parties.

3. Canadian corporation income-tax return

For an eligible Canadian corporation, Premium includes the preparation and filing of one routine T2 Corporation Income Tax Return for each completed corporate tax year that becomes due while Premium coverage is active.

The included T2 service is intended for a straightforward owner-operated corporation with complete and reasonably current financial records.

The service may include:

• reviewing the information and records you provide;
• requesting information reasonably required to prepare the return;
• preparing the corporation's routine T2 return and applicable standard schedules;
• providing the return or a summary to you for review;
• obtaining any approval, declaration, authorization, or signature required from you; and
• electronically filing the completed return where permitted and appropriate.

Resident corporations in Canada generally have to file a T2 return for each tax year, including in some circumstances where no tax is payable.

Personal tax returns are not included

Premium does not include the preparation or filing of:

• a personal T1 Income Tax and Benefit Return;
• a spouse's or family member's personal tax return;
• a personal United States tax return;
• Form 1040;
• Form 1040-NR; or
• any other individual income-tax return.

Where salary, dividends, shareholder benefits, shareholder loans, investments, foreign property, or other corporate matters affect your personal tax return, you remain responsible for arranging and filing your personal return separately.

Additional Canadian tax work not included

Premium does not automatically include:

• tax planning or tax-structure advice;
• amended returns;
• historical or overdue returns;
• reconstruction of incomplete financial records;
• scientific research and experimental development claims;
• complex refundable-tax calculations;
• corporate reorganizations;
• transactions between related corporations;
• foreign-affiliate reporting;
• transfer-pricing matters;
• complex tax elections;
• formal financial statements requiring compilation, review, or audit assurance;
• trust or partnership returns;
• payroll returns or remittances;
• audits, objections, appeals, investigations, or voluntary disclosures; or
• any filing requiring specialist advice or work outside the routine Premium scope.

If additional or specialist work is required, we will explain the proposed scope and cost before separately charged work is undertaken.

4. GST/HST services

Where applicable to the included Canadian corporation, Premium may include:

• routine GST/HST registration support;
• monitoring disclosed GST/HST reporting deadlines;
• preparation and filing of routine GST/HST returns;
• explaining the amount reported;
• identifying any balance that you are responsible for paying; and
• routine administrative support relating to the corporation's GST/HST account.

GST/HST returns will be prepared using the information and records you provide.

You remain responsible for:

• providing complete sales, expense, input-tax-credit, and supporting information;
• maintaining legally required records;
• reviewing each return;
• approving or signing the return where required; and
• paying all GST/HST balances by the applicable deadline.

Premium does not pay GST/HST owing on your behalf.

Premium does not automatically include:

• GST/HST audits, objections, or appeals;
• voluntary disclosures;
• historical return reconstruction;
• complex place-of-supply analysis;
• provincial sales-tax registrations or returns;
• customs or excise filings; or
• specialist indirect-tax advice.

5. Canadian corporate renewals

For the included Canadian corporation, Premium may include monitoring, preparing, and submitting eligible routine corporate-maintenance filings that become due while Premium is active.

Depending on the corporation's jurisdiction and structure, these may include:

• a federal corporate annual return;
• a supported provincial corporate annual return;
• a supported provincial business-name renewal; and
• another routine corporate-maintenance filing expressly confirmed as included.

A corporate annual return is separate from a corporation income-tax return.

Premium does not automatically include:

• incorporation or initial business registration;
• articles of amendment;
• changes to ownership or share structure;
• complex director or officer changes;
• amalgamations;
• continuances;
• revivals or reinstatements;
• dissolutions;
• extra-provincial registrations;
• minute-book preparation or maintenance;
• shareholder agreements;
• director or shareholder resolutions requiring legal drafting; or
• legal advice concerning corporate records or governance.

6. United States LLC annual information filing

Where one supported United States LLC has been approved for Premium coverage, Premium may include the preparation and submission of one routine annual federal information-filing package consisting of:

• IRS Form 5472; and
• the accompanying pro forma Form 1120.

This service applies only where the LLC:

• is a United States domestic single-member LLC;
• is wholly owned by a non-United States person;
• is treated as a disregarded entity for United States federal income-tax purposes;
• has not elected to be taxed as a corporation;
• has a valid Employer Identification Number;
• has a straightforward ownership and transaction history;
• has maintained sufficient records;
• has provided complete information about reportable transactions involving its owner and related parties; and
• does not require additional federal, state, local, personal, partnership, or corporate tax filings outside the standard Premium scope.

The IRS treats a foreign-owned U.S. disregarded entity as a reporting corporation for Form 5472 purposes when the applicable rules and reportable-transaction requirements are met.

The accompanying pro forma Form 1120 is prepared solely as part of the foreign-owned disregarded entity information-filing package. It is not an ordinary United States corporate income-tax return.

The included service may consist of:

• collecting information about the LLC, its foreign owner, and related parties;
• reviewing the records and representations you provide;
• identifying disclosed potentially reportable transactions;
• preparing the applicable Form 5472;
• preparing the accompanying pro forma Form 1120;
• providing the filing package or relevant summary to you for review;
• obtaining any required approval, authorization, or signature; and
• submitting or coordinating submission using an accepted filing method.

Form 5472 is used to report specified transactions between a reporting corporation and foreign or domestic related parties.

7. United States LLC state renewal and registered agent

For the included United States LLC, Premium may also include:

• monitoring the LLC's disclosed annual state filing or renewal deadline;
• preparing and submitting one routine state annual report or entity renewal;
• coordinating one routine registered-agent renewal;
• paying an eligible state annual-report or renewal fee, subject to the fee limit in these Premium Additional Terms; and
• paying an eligible registered-agent renewal fee, subject to the fee limit in these Premium Additional Terms.

Coverage applies only to the state in which the approved LLC is formed, unless an additional jurisdiction is expressly included in writing.

8. United States services not included

Unless expressly confirmed in a separate written service description, Premium does not include:

• an ordinary Form 1120 corporate income-tax return;
• Form 1120-F;
• Form 1065;
• Form 1040 or Form 1040-NR;
• personal United States tax returns;
• federal income-tax calculations or payments;
• state or local income-tax returns;
• state franchise-tax returns other than a routine annual entity filing expressly confirmed as included;
• sales-tax registrations or returns;
• payroll filings or employment taxes;
• excise-tax filings;
• entity-classification or other tax elections;
• filings for a multi-member LLC;
• filings for an LLC that has elected corporate treatment;
• filings involving multiple owners or complex related-party structures;
• foreign qualification in an additional state;
• licences or permits;
• industry-specific registrations;
• analysis of whether you or the LLC is engaged in a United States trade or business;
• effectively connected income analysis;
• permanent-establishment analysis;
• tax-treaty advice;
• withholding-tax filings;
• audits, examinations, penalty-abatement requests, objections, appeals, or investigations;
• delinquent, amended, or historical filings;
• bookkeeping or reconstruction of LLC transactions;
• legal advice; or
• any filing or analysis requiring specialist professional judgment beyond routine Form 5472 and pro forma Form 1120 preparation.

If the LLC's activities, ownership, tax classification, transaction history, or United States presence indicate that additional filings or specialist analysis may be required, we may:

• pause the routine filing;
• request further information;
• refer the matter to a qualified specialist;
• offer additional work for a separately approved fee; or
• decline to complete the filing where it cannot responsibly be prepared within the Premium scope.

Premium does not guarantee that Form 5472 and a pro forma Form 1120 are the only United States filings applicable to you or your LLC.

9. Included routine government and renewal fees

An active Premium subscription includes payment of up to CAD $250 in eligible routine external fees during each annual Premium allowance period.

The annual allowance period begins on the date your Premium subscription starts and resets on each anniversary of that date while the subscription remains active.

This allowance does not create a minimum subscription period. You may cancel Premium at any time in accordance with these Terms.

The CAD $250 limit is the maximum aggregate amount available across the included Canadian corporation and United States LLC during each allowance period. It is not a separate CAD $250 allowance for each entity, filing, renewal, provider, or jurisdiction.

Eligible external fees may include:

• the government or registry fee for an included Canadian corporate annual return or routine corporate renewal;
• the state fee for one included United States LLC annual report or entity renewal; and
• one routine registered-agent renewal fee for the included United States LLC.

The allowance applies only to actual eligible charges payable to a government authority, registry, state authority, registered-agent provider, or similar third party.

Our ordinary labour, preparation, administration, monitoring, and coordination for services included in Premium are covered by the Premium subscription price and do not reduce the CAD $250 external-fee allowance.

Where a fee is charged in United States dollars or another currency, the amount applied toward the CAD $250 limit will be the Canadian-dollar amount actually charged to us, including applicable currency-conversion or payment-processing charges.

If eligible external fees exceed the remaining allowance, we will notify you before paying the excess where reasonably possible. You will be responsible for any amount above the available limit.

The allowance:

• has no cash value;
• cannot be refunded, transferred, exchanged, or sold;
• cannot be applied toward Premium subscription payments;
• cannot be used for another customer or unrelated entity;
• does not carry forward into a later allowance period;
• applies only while Premium is active; and
• ends when Premium coverage ends.

Unused allowance will not be refunded, paid in cash, transferred, or credited when a subscription is cancelled.

10. Fees that are not included

The CAD $250 allowance does not cover:

• Canadian or United States income taxes;
• GST/HST, sales taxes, or other taxes owing;
• tax instalments;
• payroll remittances;
• assessments;
• penalties or interest;
• late-filing or late-payment fees;
• expedited-processing fees;
• reinstatement, revival, restoration, dissolution, or correction fees;
• incorporation or LLC-formation fees;
• amendments, ownership changes, or reorganizations;
• licences, permits, or industry registrations;
• fees for additional entities or jurisdictions;
• legal, accounting, bookkeeping, or specialist tax-preparation fees;
• postage, courier, notarization, apostille, translation, or certification costs;
• charges caused by inaccurate, incomplete, or late information;
• historical or overdue obligations;
• fees that became due before Premium began; or
• any cost outside the confirmed routine Premium scope.

11. Timing of included fee payments

An external fee is eligible only where:

• the fee becomes due while Premium is active;
• the relevant entity is included under the subscription;
• the related filing or renewal falls within the confirmed Premium scope;
• all requested information, authorization, and approval have been provided;
• the subscription account is in good standing; and
• sufficient allowance remains available.

A fee that became due before Premium started is not included unless we expressly confirm otherwise in writing.

We may:

• pay an eligible fee directly to the relevant authority or provider;
• reimburse a documented eligible payment;
• apply credit through the relevant provider; or
• use another reasonable payment method.

We are not required to pay a fee substantially before its ordinary due date.

12. Eligibility and initial review

Premium is intended for straightforward owner-operated businesses with manageable records and routine compliance needs.

We may review your entities, registrations, filing history, ownership, records, accounts, notices, and compliance status before confirming that a particular service is included.

Following that review, we may determine that:

• the service falls within the standard Premium scope;
• additional information or record cleanup is required;
• historical or overdue work must be completed first;
• an additional fee applies;
• a regulated or specialist professional is required; or
• we cannot provide the requested service.

A Premium subscription does not guarantee that every entity, filing, jurisdiction, notice, transaction, or compliance matter will qualify for standard coverage.

If work falls outside the included scope, we will explain the issue and any proposed additional cost before undertaking separately charged work.

13. Your responsibilities

Premium depends on your timely cooperation and the accuracy of the information you provide.

You agree to:

• provide complete, accurate, current, and truthful information;
• provide requested financial records, bank statements, receipts, notices, tax documents, government correspondence, and supporting materials;
• keep bookkeeping and financial records reasonably current;
• identify all relevant entities, registrations, accounts, owners, related parties, and jurisdictions;
• disclose overdue filings, previous errors, notices, penalties, audits, investigations, or unresolved compliance matters;
• promptly notify us of material changes to your business;
• provide requested information by the deadlines we communicate;
• review all returns, filings, calculations, and documents presented to you;
• approve or sign submissions where required;
• maintain access to required government and business accounts;
• complete identity-verification and representative-authorization procedures;
• maintain your own copies of important records and filed documents; and
• pay all taxes, balances, assessments, and amounts not included under the CAD $250 fee allowance.

You remain legally responsible for your business, the accuracy and completeness of the information supplied, the correctness of your instructions, and all taxes and other amounts owing.

We may rely on information and documents supplied by you without independently auditing or verifying them unless we expressly agree otherwise.

14. Form 5472 information and records

For the included Form 5472 and pro forma Form 1120 service, you agree to provide complete records of all potentially reportable transactions involving:

• the United States LLC;
• its foreign owner;
• any related person; and
• any entity or individual whose relationship or transaction may affect the filing.

This information may include:

• money contributed to or withdrawn from the LLC;
• formation and startup costs;
• expenses paid personally by the owner;
• reimbursements;
• loans or advances;
• sales or purchases;
• rents, royalties, commissions, or service payments;
• transfers of money or property;
• amounts paid to or received from related persons;
• closure or liquidation distributions; and
• any other transaction requested by the person preparing the filing.

The IRS definition of reportable transactions includes specified monetary, non-monetary, and other transactions involving related parties.

You are responsible for:

• maintaining sufficient records;
• identifying all related parties;
• disclosing all potentially reportable transactions;
• confirming the LLC's ownership and tax classification;
• reviewing the completed filing;
• signing or approving it where required; and
• promptly notifying us if information changes.

If your records are incomplete, inconsistent, or insufficient to prepare the filing responsibly, we may delay or decline submission until the issue is resolved.

Bookkeeping, reconstruction, historical analysis, or specialist review required because records are incomplete may be offered for an additional fee.

15. Authorizations and account access

Some Premium services require you to authorize Aneurin Advisory or an approved provider to access, communicate about, or act in relation to a tax, registry, registered-agent, or government account.

You agree to complete required authorization procedures promptly.

Where available, access should be provided through an official representative, delegated-user, or equivalent authorization process. We will not knowingly impersonate you or bypass account-security controls.

You may revoke an authorization at any time. However, doing so may prevent or delay us from providing the affected service and does not remove your responsibility for the related obligation or deadline.

16. Review and approval

You remain responsible for reviewing returns, filings, forms, calculations, and other submissions prepared for your business.

Unless standing authority has been lawfully granted and expressly accepted for a particular routine filing, we will not intentionally submit a material return or filing until:

• the required information has been received;
• the filing has been prepared;
• you have been given a reasonable opportunity to review it;
• any required declaration has been completed; and
• you have provided the required approval or signature.

Your approval confirms that, to the best of your knowledge, the filing is complete and accurate.

If you do not provide requested information, approval, authorization, or signature by the deadline communicated to you, we may be unable to complete the filing on time.

17. Deadlines and late information

We will use reasonable efforts to monitor and communicate known deadlines that fall within the confirmed Premium scope.

We can only monitor or manage an obligation where:

• you have disclosed the entity, registration, account, and obligation;
• the obligation is within the confirmed Premium scope;
• you have provided accurate filing dates and account information;
• the required records and access have been provided;
• Premium remains active; and
• you respond with sufficient time for the work to be completed.

You remain responsible for your business's legal obligations and deadlines.

We are not responsible for a missed or delayed filing caused by:

• late, incomplete, inaccurate, or misleading information;
• delayed approval, authorization, or signature;
• failure to provide required account access;
• an undisclosed entity, account, transaction, filing period, or obligation;
• errors or omissions that existed before Premium began;
• acts or omissions of a previous service provider;
• delays or failures affecting a government, registry, banking, registered-agent, postal, courier, or third-party system;
• a change in law, form, policy, deadline, or filing procedure; or
• circumstances outside our reasonable control.

Premium does not cover penalties, interest, reinstatement fees, or additional costs caused by these circumstances.

18. Taxes and balances owing

The Premium subscription price and CAD $250 fee allowance do not pay substantive tax liabilities or other amounts owed by you or your business.

You remain responsible for paying:

• Canadian and United States income taxes;
• GST/HST;
• sales taxes;
• payroll deductions or remittances;
• tax instalments;
• assessments;
• penalties;
• interest; and
• any other balance owing to a government authority or third party.

We may explain an amount owing or provide payment instructions, but you are responsible for ensuring sufficient funds are available and that payment is made by the applicable deadline.

19. Historical and out-of-scope work

Premium covers eligible current routine obligations that become due while Premium is active. It does not automatically cover problems or overdue work that existed before Premium began.

Historical or out-of-scope work may include:

• overdue or unfiled returns;
• incomplete bookkeeping;
• reconstruction of financial records;
• corrections or amendments to previous filings;
• unresolved government notices;
• penalties, audits, objections, appeals, or investigations;
• dissolved, struck, or non-compliant entities;
• reinstatements;
• tax planning;
• complex related-party transactions;
• legal advice;
• specialist accounting advice;
• personal tax returns;
• work involving an additional entity; and
• obligations involving an additional jurisdiction.

We may decline this work, refer it to a specialist, or offer it for a separately approved fee. No separately charged work will be undertaken without informing you of the proposed scope and cost.

20. Use of contractors and service providers

You authorize Aneurin Advisory to use qualified employees, independent contractors, tax preparers, accountants, bookkeepers, registered-agent providers, compliance specialists, technology providers, and other service providers where reasonably necessary to deliver Premium.

We may share with those providers the information reasonably required to perform the relevant service, subject to our Privacy Policy and applicable confidentiality and data-protection obligations.

You may be required to agree to a provider's legally required authorization, engagement, or professional terms. We may replace or reassign a service provider where reasonably necessary.

Premium does not guarantee that the same individual will handle every filing or remain assigned to your account throughout your subscription.

21. Professional limitations

Aneurin Advisory is not a law firm, and Premium does not include legal advice or legal representation unless a separate written agreement expressly identifies a licensed lawyer as the service provider.

Routine explanations, reminders, administrative support, filing coordination, and general information are not substitutes for legal advice, complex tax advice, or regulated professional judgment.

Where a matter requires a lawyer, chartered professional accountant, certified public accountant, enrolled agent, or another regulated specialist, we may:

• refer the matter to an appropriate provider;
• coordinate the provider where agreed;
• provide a separate quote; or
• require you to engage the provider directly.

No lawyer-client, accountant-client, fiduciary, or other regulated professional relationship is created merely because you subscribe to Premium.

Where a qualified professional is separately engaged to perform a particular service, the professional relationship and applicable responsibilities will be governed by that provider's engagement terms.

22. No guaranteed result

Premium does not guarantee:

• acceptance of a filing, return, registration, election, deduction, or position;
• any particular tax result;
• the amount of any tax, refund, assessment, interest, or penalty;
• that an authority will process a submission within a particular period;
• that an authority will agree with a filing position;
• that a penalty will be waived;
• that a business will remain in good standing where required information, authorization, approval, or payment is not provided; or
• any particular business, legal, tax, financial, or regulatory outcome.

Government agencies, registries, tax authorities, registered-agent providers, and other third parties retain final authority over their decisions and processing.

23. Corrections

You must notify us promptly if you believe that a return, filing, calculation, document, or submission contains an error.

Where an error was caused solely by us and you fulfilled your responsibilities under these Terms, we will use reasonable efforts to correct the affected work without charging an additional service fee.

This does not require us to pay:

• taxes or balances that were legally owing;
• penalties or interest that would have applied regardless of the error;
• costs resulting from inaccurate, incomplete, or late information;
• costs arising from information you did not disclose;
• losses caused by your failure to review a submission;
• indirect or consequential losses; or
• specialist or third-party costs outside the confirmed correction scope.

Corrections caused by new information, customer error, a prior service provider, an authority reassessment, or a change in law may require a separately approved fee.

24. Artificial intelligence and human review

The Zeni AI business operator may assist with:

• organizing information;
• identifying deadlines;
• explaining routine matters;
• collecting records;
• preparing drafts; and
• coordinating human-managed Premium services.

Artificial intelligence output may contain errors and must not be treated as a final legal, accounting, tax, or regulatory determination. Material Premium filings will be subject to the human-review process applicable to that service.

You must not rely solely on an automated response where a matter is material, urgent, uncertain, or requires professional judgment.

25. Cancellation

You may cancel Premium at any time in accordance with the cancellation provisions of the main Zeni Terms and Conditions. There is no minimum subscription period and no cancellation penalty.

Unless otherwise stated in the main Zeni Terms and Conditions, cancellation takes effect at the end of the current paid billing period.

After cancellation takes effect:

• human-managed Premium services and deadline monitoring will stop;
• we are not required to begin new filings or renewals;
• unused portions of the CAD $250 fee allowance will expire without refund, transfer, or credit;
• you remain responsible for all future filings, renewals, taxes, payments, and deadlines; and
• government or third-party fees already paid are non-refundable unless the relevant authority or provider refunds them to us.

Where an included filing or renewal is already substantially underway when cancellation takes effect, we may:

• complete it where reasonably practical;
• provide available records to you;
• stop work and explain what remains outstanding; or
• require payment of any separately approved cost already incurred.

We will not be responsible for obligations or deadlines arising after Premium coverage ends.

26. Suspension or termination

We may suspend or terminate Premium where:

• a subscription payment is overdue, reversed, or disputed;
• requested information, authorization, approval, or access is not provided;
• information appears false, incomplete, misleading, or fraudulent;
• continued work may breach a law, regulation, professional obligation, or authority requirement;
• the matter falls materially outside the supported Premium scope;
• you use the service unlawfully or abusively;
• your use creates an unreasonable security, operational, professional, or reputational risk; or
• you materially breach the Zeni Terms and Conditions.

Suspension or termination does not extend government deadlines or remove your responsibility for your business's obligations. Where reasonably possible, we will notify you of the issue and explain any available next step.

27. Records

You are responsible for retaining original records and maintaining your own copies of important filings, confirmations, notices, and supporting documents.

We may retain service records for the period reasonably required for operational, legal, tax, security, and dispute-resolution purposes, subject to the Zeni Privacy Policy. Premium does not guarantee permanent document storage.

28. Premium service descriptions

The Premium page and other marketing materials provide a general overview of the service. These Premium Additional Terms, together with any specific written engagement confirmation or service schedule, determine the actual included scope, eligibility requirements, limits, and exclusions.

Statements such as "handled for you," "everything important kept on track," "eligible routine fees paid for you," or similar marketing descriptions refer only to eligible routine services within the confirmed Premium scope.

They do not:

• create unlimited coverage;
• include services expressly excluded by these Terms;
• guarantee any particular result; or
• remove your legal responsibility for your business, information, approvals, taxes, payments, records, and obligations.

29. Relationship with the main Zeni Terms

All provisions of the main Zeni Terms and Conditions that are not expressly modified by these Premium Additional Terms continue to apply. This includes provisions relating to:

• subscription billing;
• automatic renewal;
• cancellation;
• refunds;
• acceptable use;
• privacy;
• intellectual property;
• warranties and disclaimers;
• limitation of liability;
• indemnification;
• dispute resolution;
• governing law; and
• general contractual provisions.

These Premium Additional Terms are governed by the same governing-law and dispute-resolution provisions stated in the main Zeni Terms and Conditions.