Master Services Agreement

Recoup Capital Master Services Agreement

Version MSA-v1-draft-2026-10-19. Draft pending attorney review. Plain-English summary

1. Parties, definitions and scope

This Master Services Agreement ("Agreement") is between Recoup Capital ("Recoup," "we," "us") and the client named on the signature page ("Client," "you"). If you sign for a trust, company, partnership or other entity, you confirm you are authorized to bind it, and "you" means that entity.

1.1 Definitions.

Property: each parcel, account or tax roll entry listed on the Property Schedule, including land, buildings, improvements and, where listed, business personal property. Residential and commercial property are both covered.
Taxing Authority: any assessor, appraisal district, property appraiser, board of review, board of equalization, assessment appeals board, value adjustment board, tax collector, hearing officer or other government body that values or taxes a Property, in any U.S. state, county, municipality or district.
Proceeding: any informal review, protest, appeal, petition, request for correction, settlement, hearing, exemption application, refund claim or similar action before a Taxing Authority. A Proceeding does not include a lawsuit unless a separate written engagement says so.
Tax Year: the assessment or tax year a Proceeding concerns, as defined by the law where the Property is located.
Savings: defined in Section 3.2.
State Addendum: the short addendum for the state where a Property is located, containing any terms that state's law requires.

1.2 Services. For each Property we will, as we judge appropriate: review its assessed value; gather market, sales, cost, income and equity evidence; check for missed exemptions and classification errors; prepare and file Proceedings; represent you at informal reviews and hearings; negotiate settlements within the limits in Section 2.3; and monitor results, corrected bills and refunds. We decide which Proceedings to pursue and when, based on our professional judgment.

1.3 Where this applies. This Agreement applies to Property in any U.S. state or territory where we offer services. Where local law requires something different, the State Addendum controls for that Property. We provide services in a state only through people and methods that state allows (for example, licensed or registered consultants, or attorneys where required).

1.4 What we are not. We are not a government agency, law firm, CPA firm or appraiser, and we do not give legal, tax or investment advice. You may file any Proceeding yourself at no cost.

2. Authorization

2.1 Agent appointment. You appoint Recoup as your exclusive agent for each Property for Proceedings in each Tax Year this Agreement covers. You will sign any state or county agent form that local law requires (for example, Texas Form 50-162, California BOE-305-AG or a county equivalent, or a Florida power of attorney). Those forms are part of this Agreement; if a form and this Agreement conflict about our authority, the narrower grant controls.

2.2 Limited power of attorney. For each Property, you authorize Recoup and its employees, registered consultants, sub-agents and attorneys it engages to: prepare, sign where allowed, and file Proceedings; request, receive and review notices, records and confidential information from Taxing Authorities; appear and present evidence; and receive copies of decisions, corrected bills and refund notices. This authority is limited to Proceedings about the listed Property and does not allow us to sell, borrow against or otherwise transfer it.

2.3 Settlements. We may accept any settlement at or below the value we last shared with you through your account or by email. We will never agree to an increase in your value without your written consent, and we will ask you before accepting a settlement above the shared value.

2.4 Approval of filings. By signing, you approve our filing a Proceeding for each Property each Tax Year when our review indicates the value is at least 3% too high, or there is a qualifying exemption or error. You may withdraw that approval for any Property at any time through your account.

2.5 Our evidence. Evidence packets, analyses and hearing materials we prepare are Recoup's work product. We provide you a copy after the related Proceeding is filed. You agree not to use our work product to file or pursue a Proceeding without us while this Agreement is in effect.

3. Fees and payment

3.1 No savings, no fee. You pay us only a percentage of Savings we obtain. There is no upfront, sign-up, filing-preparation or cancellation fee. If no Proceeding is filed, or a Proceeding produces no Savings, you owe nothing.

3.2 Savings. For each Property and Tax Year, Savings = (the taxable value before the Proceeding − the taxable value after the final decision, settlement or correction) × the combined tax rate of every taxing unit for that Tax Year, after any exemptions, caps or limits already in effect. If the final tax rate is not yet set when we invoice, we use the prior year's rate and correct the invoice (up or down) when the final rate is published, if you or we ask within 12 months.

3.3 Fee rates. The fee percentage for each Property is shown on the Property Schedule and set by state and property type (currently: residential California 30%, Texas 25%, Florida 30%, Washington, Georgia, New York, Colorado and Ohio 30%; commercial and other states as quoted on the Schedule). We may change rates only for a future Tax Year, with at least 60 days' notice; you may cancel before the change at no cost.

3.4 Other recoveries.

Refunds and prior years. If a Proceeding corrects a prior Tax Year or produces a refund, the same percentage applies to the amount actually refunded or credited.
Multi-year results. Where a decision automatically carries into later Tax Years, the fee applies only to the appealed Tax Year unless the State Addendum or Property Schedule says otherwise.
Exemptions. Filing a simple exemption (homestead, senior, veteran, disability) is free. If we reverse a denied exemption or obtain a retroactive one, the fee applies to the resulting Savings for each Tax Year granted.

3.5 Commercial property. For commercial, industrial, multifamily (5+ units), agricultural and business personal property, the Property Schedule may also set: a minimum fee per Property per Tax Year, payable only if there are Savings; a tiered percentage by Savings amount; or a flat fee. Any fixed fee is stated in dollars on the Schedule before you sign.

3.6 Billing. We invoice after the final written decision, signed settlement or corrected tax bill. Each invoice shows the values, rates and taxing units used. Payment is due 30 days after the later of the invoice date or the date your corrected bill or refund is issued. You may dispute an invoice in writing within 20 days; we will review it with you and correct any error.

3.7 Late payment. Unpaid undisputed amounts accrue interest at the lesser of 1% per month or the highest rate allowed by law, starting 30 days after the due date, plus reasonable collection costs. We may pause service on a past-due account after notice. We do not take liens on your property.

3.8 Fees still owed. Fees remain owed for Savings from a Proceeding we filed or prepared even if you later sell the Property, cancel, settle directly with the Taxing Authority, or appoint another agent for that Tax Year.

4. Term, renewal, cancellation and exclusivity

4.1 Term and yearly renewal. This Agreement starts when you sign and covers the current Tax Year for each Property. It renews automatically for each following Tax Year, until you cancel, so we can review your values again. Renewal costs nothing: we are paid only from Savings. At least 30 days before each renewal we email you a reminder that says what the service is, how fees work and how to cancel.

4.2 Cancel anytime. You may cancel this Agreement, or remove any single Property, at any time from your account or by emailing hello@recoupcap.com. Consumers may also cancel within 3 business days of signing for any reason with no obligation, even if we have started work.

4.3 Effect of cancelling. Cancelling stops new Proceedings. A Proceeding already filed for the current Tax Year continues unless you ask us to withdraw it in writing before a decision; if Savings result from a Proceeding we filed, Section 3.8 applies. We will revoke our agent forms on request.

4.4 We may end service. We may decline or stop representing any Property with written notice. If we decline to file or escalate, you may proceed on your own and owe us nothing for that Proceeding.

4.5 Exclusivity. While this Agreement covers a Property, you will not appoint another agent or file your own Proceeding for that Property and Tax Year without first removing the Property from this Agreement. If you do, and Savings result for that Tax Year, our fee applies.

4.6 Sale or change of use. Tell us within 30 days if you sell a Property or change its use. A sale removes the Property from future Tax Years; fees for Savings already obtained remain owed.

5. Your part, confidentiality and costs

5.1 Your duties. You will: give us accurate information about each Property, including its condition and any recent sale, appraisal or improvements; forward any notice from a Taxing Authority within 5 days of receiving it; sign agent forms and other documents we reasonably request; and keep paying your property taxes on time while a Proceeding is pending. We are not responsible for penalties, interest or lost appeal rights caused by late payment.

5.2 Commercial information. For income-producing or commercial Property, you will provide, when asked, rent rolls, operating statements, budgets, capital expenditures, vacancy and lease information, construction or acquisition costs and any recent appraisals. We use this information only for your Proceedings, share it with a Taxing Authority only as needed (and under any confidentiality protection the law provides), and keep it confidential. We will sign a reasonable non-disclosure agreement on request.

5.3 Confidentiality and privacy. We keep your information confidential, use it only to provide our services, never sell it, and protect it as described in our Privacy Policy. We keep records for at least the period required by law (at least 3 years). We never store Social Security, bank account or card numbers in our systems.

5.4 Costs we cover. We pay our own costs of preparing and presenting Proceedings. Treatment of any government filing fee is stated in the State Addendum.

5.5 Escalations. If an informal review or hearing does not produce a fair result, we may recommend binding arbitration, a further administrative appeal or a lawsuit. Arbitration deposits we advance are recovered only from Savings. Lawsuits require a separate written engagement with a licensed attorney, and you choose whether to proceed. If we decline to escalate, you may proceed on your own and owe us nothing for it.

5.6 Third-party appraisals. If a formal appraisal or expert would help, we will ask your written approval and its cost first. Appraisers cannot be paid on contingency, so any appraisal fee you approve is payable whether or not there are Savings.

6. Risk, disputes and general terms

6.1 No guarantee. Decisions are made by Taxing Authorities and boards we do not control. We cannot promise any reduction, result or timing, and any estimate we show you is only an estimate.

6.2 Limitation of liability. To the extent the law allows, our total liability for any claim relating to this Agreement is limited to the greater of (a) the fees you paid us in the 12 months before the claim, or (b) $1,000. Neither party is liable for indirect, consequential or punitive damages. Nothing limits liability for fraud, willful misconduct, or anything that cannot be limited by law.

6.3 Disputes. If a dispute arises, we will first try to resolve it informally for 30 days. If not resolved, it will be decided by individual binding arbitration under the American Arbitration Association's Consumer Rules (for individuals and trusts holding residential Property) or Commercial Rules (for businesses), in the county where the Property is located or by video. Either party may instead bring an individual claim in small claims court. Claims may be brought only individually, not as a class. You may opt out of arbitration by emailing us within 30 days of signing. For consumers, we pay arbitration fees beyond the cost of a court filing fee.

6.4 Governing law. This Agreement is governed by the laws of the state where Recoup Capital is organized, except that the law of the state where a Property is located governs Proceedings, agent authority and any required consumer protections for that Property.

6.5 Electronic signatures and notices. You agree to sign this Agreement and related forms electronically and to receive notices, invoices and documents by email and through your account. We keep an electronic record of your signature, including the date, time, and the IP address and device used, which may be shared with a Taxing Authority to confirm authorization.

6.6 Communications. We may contact you by email, phone and (if you opted in) text message about your Properties and account. Marketing messages require your separate consent, which you can withdraw anytime.

6.7 General. We may assign this Agreement to a successor business with notice to you; you may not assign it without our consent. If any part is unenforceable, the rest remains in effect. Sections on fees owed, confidentiality, limitation of liability and disputes survive cancellation. This Agreement, the Property Schedule, any State Addendum and the agent forms are the entire agreement. If they conflict, the State Addendum controls, then the Property Schedule, then this Agreement.

7. Property Schedule and State Addenda

The Property Schedule lists each Property, its county and parcel number, owner of record, fee percentage and first Tax Year. It is created from your sign-up and shown in your account; you add Properties by confirming them there.

California: THIS ASSESSMENT REDUCTION FILING SERVICE IS NOT ASSOCIATED WITH ANY GOVERNMENT AGENCY. IF YOU DISAGREE WITH THE ASSESSED VALUE OF YOUR PROPERTY, YOU HAVE THE RIGHT TO AN INFORMAL ASSESSMENT REVIEW, AT NO COST, BY CONTACTING THE ASSESSOR'S OFFICE DIRECTLY. IF YOU AND THE ASSESSOR CANNOT AGREE TO THE VALUE OF THE PROPERTY OR IF YOU DO NOT WISH TO CONTACT THE ASSESSOR YOU CAN OBTAIN AND FILE AN APPLICATION FOR CHANGED ASSESSMENT WITH THE COUNTY BOARD OF EQUALIZATION OR ASSESSMENT APPEALS BOARD ON YOUR OWN BEHALF. AN APPEALS BOARD HAS THE AUTHORITY TO RAISE PROPERTY VALUES (BUT IN NO CASE HIGHER THAN THE PROPOSITION 13 PROTECTED VALUE) AS WELL AS TO LOWER PROPERTY VALUES. No fee is charged or collected until a review request or appeal has been filed for you. You will sign the county's agent authorization.
Texas: Regulated by The Texas Department of Licensing and Regulation, P.O. Box 12157, Austin, Texas 78711, 1-800-803-9202, 512-463-6599; website: www.tdlr.texas.gov. You may contact your appraisal district for free information and forms, and you can protest on your own at no cost. You will sign Comptroller Form 50-162.
Washington, Georgia, New York and Colorado: You will sign the agent authorization or letter of authorization the county or state requires (for example, the agent section of Washington's Taxpayer Petition, a Georgia letter of authorization, Part Four of New York Form RP-524 and a SCAR designation of representative, or a Colorado letter of agency).
Ohio: Ohio law allows only certain licensed professionals to file a Board of Revision complaint for you. We file through a licensed real estate broker, appraiser, CPA or attorney, who will be named on your complaint.
Florida: For Value Adjustment Board petitions you will sign a Florida power of attorney, or we will file through a licensed professional allowed to certify authorization. County filing fees, up to $50 per parcel, are handled as stated on your Property Schedule.

Questions? hello@recoupcap.com