Master Services Agreement
This Master Services Agreement (hereinafter referred to as this "Agreement") is made effective the 1st day of ____, 2022 (the “Effective Date”) by and between Inteserra, Inc. a Georgia corporation, whose office location is 1725 Windward Concourse, Suite 150, Alpharetta, GA 30005 (“Inteserra”); and ______________, whose office location is ___________________________________, and applicable affiliates identified in Schedule A, if any (herein after referred to as “Client”) (Inteserra and Client are hereinafter collectively referred to as the "Parties" or may be referred to individually as a “Party”).
W I T N E S S E T H:
WHEREAS, Inteserra is a provider of regulatory compliance and transactional tax compliance services; and
WHEREAS, Client is a provider of communications services and desires to engage Inteserra to provide regulatory compliance services and/or transactional tax services to Client; and
WHEREAS, Inteserra desires to perform regulatory compliance services and /or transactional tax services for Client.
NOW THEREFORE, for and in consideration of the covenants and agreements contained here, and for other good and valuable consideration Inteserra and Client agree as follows:
- SCOPE OF AGREEMENT: Inteserra agrees to provide to Client the services in the jurisdictions and at the rates set forth in the attached Exhibit A, and additional jurisdictional filings for which the Client becomes subject to during the term of this Agreement (the “Flat Rate Services”). Services and jurisdictions added after the initial Agreement will be at the then-current rates. Client understands and agrees that Inteserra does not provide and is not undertaking to provide any legal or accounting services on Client’s behalf.
a) Fees for Services Performed: Client agrees to remit to Inteserra the fees for the Flat Rate Services as set forth in the attached Exhibit A, incorporated herein, which will be billed monthly unless otherwise agreed. Depending on the Flat Rate Services selected by Client, the start date of these Flat Rate Services may differ. Invoicing for a Flat Rate Service shall commence as Inteserra begins providing the Flat Rate Service to Client. Should Inteserra, during the term of this Agreement, perform services for Client that exceed the scope of the Flat Rate Services, the fees for such additional services will be billed at Inteserra’s then current rates. Any such additional services will be billed in addition to the fees set forth in the attached Exhibit A. The Flat Rate Service and any additional services together constitute the “Services.” In the event that Inteserra has to prepare any report more than one time due to Client’s fault, including without limitation, for Client’s failure to timely or adequately fund its escrow account, or because Client provided inaccurate or incomplete information for the first report, or Client otherwise wishes to revise previously filed reports to reflect amended information, Client will be billed for each duplicated report according to Inteserra’s then current price for refiling such report. Fees for Services are subject to annual review and adjustment by Inteserra upon no less than 30 days advance written notice to Client.
b) Reimbursement for Expenses: Inteserra will request reimbursement of any expenses incurred on Client’s behalf. Client will be responsible for reimbursing Inteserra for all filing fees, publication fees, local counsel fees, jurisdictional investigative fees, postage, annual registered agent fees and any other expenses that are incurred on Client’s behalf. Client will be billed for the cost of postage or overnight delivery for shipping any reports, documents, or information, and for copies and scans at Inteserra’s then-current posted rate, which may periodically be amended by Inteserra without notice.
- PAYMENT: Client agrees to pay invoices within thirty (30) days of the invoice date. Client expressly acknowledges and agrees that Inteserra's obligations to provide Services is specifically subject to Client's timely payment of all invoices. If Client does not remit payments in accordance with the terms set forth herein, in addition to any other remedies at law or set forth herein, Inteserra may suspend or terminate the provision of Services to Client, including web accessed services or information. Payments not remitted by Client in accordance with the terms hereof will be subject to a late payment charge of one-and one-half percent (1.5%) per month.
- ESCROW ACCOUNT: Client authorizes Inteserra to set up an Escrow Account (“Account” or “Escrow Account”) with First Citizens Bank or another financial institution specified by Inteserra and to make remittances/payments on Client’s behalf from this Account in accordance with the terms herein.
a) Funding of Escrow Account - Inteserra will hold certain funds provided by Client (the “Funds”) in the Account to be used for the purposes set forth in subsection (b) below. Inteserra will provide Client with an estimate of the Funds needed for the upcoming liabilities, which may include a contingency amount of up to 10% to cover unanticipated charges. Client agrees to make the Funds available to Inteserra within 48 hours of receiving Inteserra’s Fund estimate. If Client fails to make the estimated Funds available to Inteserra within that time, Client acknowledges and agrees that it will pay Inteserra an additional fee equal to 10% of the estimated Funds not as a penalty, but as a reasonable estimate of the costs incurred by Inteserra as a result. Further, if sufficient Funds are not available in Client's Account, Inteserra shall use its reasonable best efforts to notify Client prior to the due date of any payment to an Agency so that Funds can be replenished, or alternative payment arrangements made. However, Inteserra shall not be liable for any interest, late payment, or other penalty assessed against Client by an Agency as a result of a late payment caused by insufficient Funds or Funds that were not immediately available. No Client liability will be paid by Inteserra unless Client has sufficient funds in their Account.
b) Use of Funds - Client authorizes Inteserra to disburse monies from the Account for the purposes of: (1) remitting any taxes, fees, assessments, or other disbursements otherwise payable to an Agency by Client in respect to returns or reports prepared by Inteserra under this Agreement; (2) payment of any fees billed by Inteserra to Client for services rendered under this Agreement; and (3) payment of any Bank Fees associated with maintenance of the Escrow Account. The term "Agency" as used in this section shall refer to any entity which is the recipient of a tax, reporting fee, assessment, or other disbursement due and owing as a result of reports and returns prepared by Inteserra for Client pursuant to this Agreement. “Bank Fees” include but are not limited to normal and customary fees and charges incurred in connection with an escrow account, including bank service charges, check printing charges, and charges as a result of a dishonored check or insufficient funds provided by Client. In addition, “Bank Fees” include additional fees charged by the institution designed to further provide protection for the Account, such as overdraft and fraud protection, ACH verification, etc. Either Client or Inteserra may, in their sole discretion, enroll the Account in such protection programs.
c) Inteserra shall prepare a statement of transactions within Client's Account on a monthly basis, and provide a copy of said statement by the tenth business day of the following month.
d) In addition to the Bank Fees associated with the Escrow Account, Inteserra may charge Client a monthly fee as compensation to Inteserra for managing and maintaining the Escrow Account in the amount set forth in Exhibit A (the “Escrow Maintenance Fee”) which Client agrees to pay. Payment is due on the date identified in the invoice (the “Due Date”). Failure to pay the Escrow Maintenance Fee by the Due Date may result in suspension of escrow services. The Escrow Maintenance Fee does not include Bank Fees.
e) Ministerial Function - In the event of a dispute with regard to whom the Funds, or any portion thereof, should be paid, Inteserra shall have the right to interplead such amount. The interpleading of such amounts shall release Inteserra from any further or continuing liability with respect to the disposition of the Funds or any payment of any monies due to an Agency. Except as herein specifically provided, Inteserra's duties under this Agreement shall be purely ministerial in nature, and Inteserra shall incur no liability whatsoever except for willful misconduct or gross negligence so long as Inteserra acts in good faith.
- TERM OF AGREEMENT: The initial term of this Agreement shall begin on the Effective Date set forth above and shall continue until _______, 20__, unless terminated or renewed as set forth herein. This Agreement will automatically renew for successive one-year periods at the expiration of the initial or current term unless cancelled in accordance with the terms set forth herein. Either Party may terminate this Agreement upon expiration of the initial or current term by providing written notice of such termination to the other Party not less than ninety (90) days prior to the end of the initial or current term of this Agreement. Inteserra reserves the right to terminate this agreement for non-payment.
- DATA PREPARATION:All documents, instruments and data supplied by Client to Inteserra will be supplied in accordance with the agreed upon time, requirements and specifications set forth in the below Description of Services. Client shall be responsible for all consequences of its failure to supply Inteserra with accurate documents and data within prescribed time periods. Client agrees to provide its full and prompt cooperation in accurately, completely, and truthfully producing or disclosing any and all information Inteserra may reasonably request. Failure to comply with requests may result in early termination of this Agreement. Client agrees to retain duplicate copies of all documents, instruments and data supplied by Client to Inteserra hereunder; or, if the production and retention of such copies is not practical, Client holds Inteserra harmless from and against any loss or damage to said documents. Client is responsible for the accuracy and completeness of its own information and documents and Client is responsible for all of its acts, omissions and representations pertaining to or contained in all such information or documents. Unless Client previously informs Inteserra in writing of exceptions or qualifications, Inteserra has the right to rely upon the accuracy and completeness of the information and documents provided by Client; and Inteserra assumes no liability for services performed in reliance thereon. Inteserra shall have no obligation to audit or review Client's information or documents for accuracy or completeness. It is understood and agreed that Inteserra services may include advice and recommendations; but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, Client. Inteserra will not perform management functions or make management decisions for Client.
- PROPRIETARY RIGHTS: Client acknowledges that all materials (except those delivered by Client to Inteserra), programs, processes and techniques used or prepared by Inteserra in connection with the work performed or services rendered by it hereunder shall always be and remain the exclusive property of Inteserra and are confidential and proprietary. Delivery of such proprietary information to Client shall be solely for the purpose of delivery of Inteserra’s services hereunder.
- LIMITATION OF LIABILITY:
a) Client agrees that regardless of the claim or the form in which any legal or equitable action may be brought by Client, or by any other party, against Inteserra as a result of this Agreement or any work performed or services rendered hereunder, including all machine, network and human errors, shall be limited to compensatory damages only and in an amount not to exceed the amount paid to Inteserra by Client for the limited and particular service which gave rise to the particular claim asserted. Inteserra shall not be responsible for any indirect, special or consequential damages related to or arising out of this Agreement.
b) Inteserra shall not be liable or responsible to Client or any other party for any loss or damage, which they, or any of them, may suffer or incur by reason of Client's failure to furnish such reports or documents as set forth in below Description of Services during the term of this Agreement, or for Client’s failure to timely fund its Escrow Account. Inteserra shall not be liable to any jurisdiction for any filing fees, regulatory assessments or similar exactions by any jurisdiction relating to any services hereunder, the same being solely Client’s responsibility. Inteserra also shall not be liable for any fees, penalties, or interest assessed to Client in respect of a report filed using an electronic signature which is rejected by the recipient agency or its designated agent. Inteserra shall not be liable for any act or omission of a third party.
c)Inteserra shall not be liable for any interest or penalty, including but not limited to late fees, assessed against Client by any entity or jurisdiction except to the extent that said interest or penalty was imposed solely as a direct result of Inteserra's gross negligence or willful misconduct. In the event that Client asks Inteserra to provide the Services for reports that were due before the Effective Date, Client agrees that any interest or penalties associated with such reports are the sole responsibility of Client.
d) Client agrees to indemnify Inteserra and hold it harmless against and in respect of all demands, assessments, judgments, costs and legal and other expenses arising from or in connection with any action, suit, proceeding or claim which is or may be made or brought against Inteserra.
- FREEDOM TO CONTRACT: The Parties acknowledge that they are both free to enter into this Agreement and are in no way restrained from doing so by any governmental or regulatory agency decrees, opinions, rules, regulations and decisions.
- NOTICES: Any notices pertaining to this Agreement shall be set forth in writing and forwarded by registered or certified mail to the Parties at the addresses hereinabove set forth or to any changes which may be given in writing.
- ENTIRE AGREEMENT: This Agreement (including materials included herein by reference) contains the entire agreement between the Parties with respect to its subject matter and supersedes all existing agreements between them concerning its subject matter. No oral statements, representations or prior written material not contained in this Agreement or incorporated herein shall have any force or effect. This Agreement shall not be modified in any way except by writing subscribed to by the Parties.
- GOVERNING LAW: This Agreement shall be governed by and construed in all respect in accordance with the laws of the State of Georgia. The Parties agree that all disputes related to or arising out of this Agreement shall be determined by the state and federal courts sitting in Forsyth County in the State of Georgia and consent to jurisdiction therein.
- ASSIGNMENT: This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and assigns, including without limitation, any successor to either Party resulting by reason of corporate merger or consolidation. Inteserra may assign some or all of its obligations arising under this Agreement in its sole discretion.
- SEVERABILITY: If any provision or paragraph of this Agreement is held invalid, such invalidity shall not affect other provisions of this Agreement.
- INDEPENDENT CONTRACTOR: It is understood and agreed that each of the parties hereto is an independent contractor and that neither Party is or shall be considered an agent, distributor or representative of the other. Neither Party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other.
a) "Confidential Information" means all documents, software, reports, data, records, forms and other materials obtained by one Party (the "Receiving Party") from the other party (the "Disclosing Party") or at the request or direction of the Disclosing Party in the course of performing the services under this Agreement: (i) that have been marked as confidential; (ii) whose confidential nature has been made known by the Disclosing Party to the Receiving Party; or (iii) that due to their character and nature, a reasonable person under like circumstances would treat as confidential. Notwithstanding the foregoing, Confidential Information does not include information which : (1) is already known to the Receiving Party at the time of disclosure by the Disclosing Party; (2) is or becomes publicly known through no wrongful act of the Receiving Party; (3) is independently developed by the Receiving Party without benefit of the Disclosing Party's Confidential Information; (4) is disclosed to Inteserra for the purpose of being included in filings made by or on behalf of the Client before any tax authority, regulatory agency or its agent, fund administrator, contractor, or designee; (5) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality; or (6) is disclosed to Inteserra for the purpose of being included in filings made by or on behalf of the Client before any jurisdiction set forth in the attached Exhibit A. Each Party shall exercise the same level of care to protect the other's information as it exercises to protect its own confidential information but in no event less than reasonable care. If the Receiving Party receives a subpoena or other validly issued administrative or judicial demand requiring it to disclose the Disclosing Party's Confidential Information, the Receiving Party shall, unless prohibited by law, provide prompt written notice to the Disclosing Party of such demand in order to permit it to seek a protective order. So long as the Receiving Party gives notice as provided herein, the Receiving Party shall be entitled to comply with such demand to the extent required by law, subject to any protective order or the like that may have been entered in the matter. In the event the Receiving Party is requested to testify or produce its documents relating to the services under this Agreement pursuant to subpoena or other legal process in judicial or administrative proceedings to which it is not a party, or in connection with an informal inquiry or investigation with the consent of the Disclosing Party, the Disclosing Party shall reimburse the Receiving Party for its time and expenses, including reasonable attorneys’ fees, incurred in responding n to such requests.
b) The Receiving Party will deliver to the Disclosing Party or destroy all Confidential Information of the Disclosing Party and all copies thereof when the Disclosing Party requests the same, except for copies retained in work paper files or records, anything that may be stored in back up media or other electronic data storage systems, latent data and metadata. Except as otherwise set forth in this paragraph, the Receiving Party shall not disclose to any person, firm or entity any Confidential Information of the Disclosing Party without the Disclosing Party's express, prior written permission, provided, however, that notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to the extent that it is required or necessary to be disclosed pursuant to a statutory or regulatory provision, or court, or provisions of the laws of a state or other jurisdiction.
- NON-WAIVER: No waiver or failure to exercise any option, right or privilege under the terms of this Agreement on any occasion or occasions shall be constructed to be a waiver of the same or any other option, right or privilege on any other occasion.
- HEADINGS: Titles and headings used herein are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
DESCRIPTION OF SERVICES
The following services are available through Inteserra. Inteserra agrees to provide to Client those services in the jurisdictions and at the rates set forth in the attached Exhibit A
REGULATORY COMPLIANCE SERVICES:
- Description of Services:
- Covered Services.
Inteserra will prepare standard routinely scheduled monthly, quarterly, semi-annual and annual reports generated by the Federal Communications Commission (“FCC”) or a State Public Utility or Service Commission or their designated agent (“PSCs”). In addition, Inteserra will prepare and calculate all required payments related to the above and will remit such payments to the designated agency if the client has established an Escrow Account for this purpose. Certain non-standard state and FCC compliance requirements that may recur annually are not covered by the fees assessed under this Agreement but may be prepared and filed on an ad hoc basis for an additional fee though Inteserra’s Advisory Services group at the Client’s request.
FCC compliance filings are as follows:
FCC 159W REGULATORY FEE ASSESSMENT
FCC 499A WORKSHEET
FCC 499Q QUARTERLY REPORT
FCC ANNUAL CPNI REMINDER ADVISORY
FCC FEDERAL INTERSTATE TRS INVOICE
FCC USAC INVOICE
FCC NANP INVOICE
FCC 477 (Non-Facilities Based) *does not include census data fee
FCC NEUSTAR INVOICE
FCC COMPLIANCE CERTIFICATION AND CONTACT INFO REPORT
FCC 655, if applicable
FCC 855 ANNUAL CERTIFICATION, if applicable
Client and Inteserra acknowledge that some of the reports covered by the Reporting Services may also be filed by another third-party preparer and/or that Client may elect to file some reports itself using its in-house staff (collectively, “Other Preparers”). Should Client desire to have any reports covered by the Description of Service filed by Other Preparers (the “Excluded Reports”), Client shall advise Inteserra in writing, including by email (receipt acknowledged), of the specific report(s) to be considered Excluded Reports. Any changes to the list of Excluded Reports must be made in writing at least 45 days before the due date of the report and associated remittance. Inteserra shall have no obligation to post, file, or pay any remittances associated with an Excluded Report.
- Online Approval.
(1) Unless otherwise mutually agreed upon between Client and Inteserra, Client shall use Inteserra’s Regulatory Management System (“REMS” or “System”) to access all reports covered by the Services and which are available online. Client understands and agrees that: (i) it is solely responsible for logging into the System periodically to review and approve each report covered by the Services as set forth below; (ii) all reports must be approved by Client at least three (3) business days prior to the due date; and (iii) for reports requiring disbursements, either sufficient funds to make such disbursements must be immediately available in Client’s escrow account (the “Account”) or Client must provide a check in the exact amount due at least three (3) business days prior to the due date. Inteserra will use its reasonable best efforts to notify Client via email when documents requiring Client’s approval have been posted to the System. However, Inteserra shall have no obligation to notify Client and Inteserra shall not be liable for any fees, penalties, or interest assessed against Client in respect of (i) a report which is not filed or is filed late and/or (ii) a disbursement that is not made, or is made late, due to Client’s failure to review and approve the report in a timely manner. In the event Client is unable to access the System, Client shall immediately notify its assigned Inteserra employee so that alternative arrangements can be made.
(2) After reviewing each report, Client shall use the System to indicate whether it is approved or requires edits. Client acknowledges and agrees that its approval of a report through the System constitutes its: (1) certification, under penalty of law, that an authorized person has examined the report and that, to the best of the authorized person’s knowledge and belief, it is true, correct and complete; (2) authorization for Inteserra to file the report on the Client’s behalf, including, as applicable, by completing an online report form and typing the name of Client’s approving Designated Party as defined in Paragraph 1(b)(6), as the electronic signature and certification to the report; (3) authorization for Inteserra to sign the report on Client’s behalf if Client has provided Inteserra with an Appointment of Authorized Representative; and (4) authorization for Inteserra to disburse monies from Client’s Escrow Account to remit any fee, assessment or other disbursement payable in respect of the approved report if the person approving the report has the necessary escrow disbursement approval authority.
(3) Client acknowledges that certain reports cannot be approved online. For each such report, Client understands and agrees that it is solely responsible for having an authorized person approve the report offline and return a signed and notarized (if applicable) report to Inteserra so that is received at least three (3) business days before its due date. Reports which require remittances must be signed by a person with the necessary escrow disbursement approval authority unless the report is returned together with a check made payable to the correct entity for any remittance due.
(4) If Client requests that Inteserra pay invoices on its behalf, Client shall approve all invoices at least three (3) business days prior to the due date through any of the following methods: (i) by online approval of the invoice through the System; (ii) by signing the invoice and returning it to Inteserra by e-mail, facsimile transmission (receipt acknowledged), certified mail (return receipt requested), personal delivery, or overnight delivery service. If Inteserra does not receive the invoice directly from the issuing, Client shall be responsible for ensuring that Inteserra receives the approved invoice at least three (3) business days prior to the due date. Approval of an invoice constitutes authorization for Inteserra to disburse monies from Client’s Account to remit any fee, assessment or other disbursement payable in respect of the approved invoice if the person approving the invoice has the necessary escrow disbursement approval authority. Inteserra shall not be liable for any fees, penalties, or interest assessed against Client in respect of an invoice that is not paid, or that is paid late, due to Client’s failure to timely: provide a copy of the invoice, approve it, or ensure that sufficient funds are available in Client’s Account.
(5) If Client approves a report or invoice in error and thereafter notifies Inteserra in writing of such error, Inteserra will use its reasonable best efforts to prevent the report from being filed or the invoice from being paid. However, Inteserra shall not be liable for its failure to prevent the report from being filed or the invoice from being paid. Client shall indemnify, defend, and hold harmless Inteserra from and against any and all costs, risks, losses, and liabilities associated with such filing or payment.
(6) The party(s) initially designated by Client to review and approve reports in the System and to approve disbursements from Client’s Account (each, a “Designated Party”) are as designated by Client. Client acknowledges and agrees that it is under a continuing obligation to keep the list of Designated Parties current and that all changes in such designations must be made in writing to Inteserra. Inteserra shall not be liable for any failure to reject the access attempt or approval of a Designated Party unless and until it is notified in writing that such party is no longer a Designated Party. Inteserra also shall not be liable for the loss, theft, or misuse of passwords to the System which are issued to, or reset by, Client’s Designated Parties. All approvals submitted under password of a Designated Party shall be conclusive and may be relied upon by Inteserra.
(7) Client may also designate additional party(s) who can: (i) review reports and request changes to but not approve reports; or (ii) view reports and invoices only (no review or approval). Any such additional designations must be made in writing to Inteserra and are subject to the terms and conditions set forth herein.
- Provision of Client Information.
To enable Inteserra to prepare reports in a timely manner, Client must provide the following data on a monthly basis by the 15th day of the following month (e.g., June revenue information is due to Inteserra by July 15th):
(1) Monthly revenue by state and service
(2) Access lines/subscribers by state and type, if applicable
(3) Number of customers by state and type
(4) Proper Client and corporate information required for the Services, including certification or registration information, and any changes to such information or the list of states in which Client is operating
In addition to the monthly data described above, Client shall promptly provide, on an ad hoc basis, any additional data needed by Inteserra to complete reports covered by the Reporting Services.
If revenue information is provided after the 15th of the month and the client requests that the report(s) be filed by or before the due date for the report, an Expedite Fee may apply.
- Excluded Reports and Filings.
The Regulatory Compliance Services do not include certain non-standard FCC and state compliance filings; reports which are filed on a one-time basis (e.g., a data request) or reports based on an occurrence (e.g., a cable cut, network outage or other one-time, exceptional occurrence which requires a filing with the appropriate regulatory body). The Regulatory Compliance Services also do not include initial certification, registration, or Secretary of State qualifications; tariff filings; notification of address or officer changes; responses to USAC inquiries, assistance with state or federal audits, revenue mapping or other Advisory Services. Inteserra may provide a “reminder” service for certain filings not covered by the Regulatory Compliance Services. Inclusion of any such filings on the reminder service shall not obligate Inteserra to actually file those documents.
- Covered Services.
- With the exception of taxes, which use income amounts derived from the Client’s federal income tax return to calculate the state or local tax, Inteserra will prepare, calculate and remit all required payments from the effective date of this contract forward, monthly, bimonthly, quarterly, semi-annual, biennial and annual reports and/or other indirect tax filing requirements from a qualified taxing jurisdiction, as shall be determined by data Client provides Inteserra.
- Inteserra will use commercially reasonable efforts to process all returns (and payments, if applicable) by jurisdictional due date when all data and funding have been received from Client on or before the agreed upon data delivery date.
- Any due dates falling on a holiday or a weekend establishes the prior business day as the due date.
- Client will wire transfer to Inteserra any and all funds needed for the settlement of tax liabilities on days designated in paragraph 2 of this section, below.
- If requested by Client, Inteserra will prepare a funding reconciliation, for a specific month, after all returns and payments have been processed and remitted for that month.
- If Client account is over-or-underfunded, Inteserra will notify Client of additional funds due or funds to be applied against a future funding requirement.
- Inteserra will, on behalf of Client respond to all notices received from tax jurisdictions relating to payments remitted by Inteserra.
- Inteserra will advise Client of new registration and filing requirements, to which Inteserra has knowledge, necessitated from sales to new customers in localities or states where Client is not currently filing.
- Client agrees to send data each month by the 5th day of each month. Client agrees to assume all responsibility for the validation of all data sent to Inteserra. Client also agrees to provide data to Inteserra in the agreed upon file format each month. If data is sent after the above date or if the data is not sent in the agreed upon file format, Client agrees that Inteserra will not be held liable for any penalty or interest due to:
- Late Filing
- Inaccurate Filing
- Client agrees to wire transfer to Inteserra any and all funds needed for the settlement of tax liabilities no later than 48 hours after receiving their funds Request. If Client fails to wire fund within the above timeframe, Client agrees that Inteserra will not be held liable for any penalty or interest due to:
- Late Filing
- Inaccurate Filing
- Client agrees to pay all late data fees (see “additional fees”) as well as accept responsibility for any notices that are generated by a jurisdiction if Client data is received late and or not received in the agreed upon format. If Client’s service is suspended by Inteserra due to non-payment, Client agrees to pay Inteserra an additional charge of $50.00 per return for any report that was not filed by Inteserra due to service suspension but is in fact later filed by Inteserra after services are reinstated.
- As requested by Client, Inteserra will respond to correspondence received from tax authorities associated with the returns prepared caused by Client’s failure to provide timely data, timely funding, or otherwise failure to perform its obligations under this Agreement, for an additional fee outlined in the attached Exhibit A.
- Monthly sales and use tax information provided by Client will also include initial taxability categorizations of transactions and related tax liability calculations as determined by Client.
- Inteserra will prepare these returns from the information Client submits. Inteserra will not audit or independently verify the data Client submits. However, Inteserra may ask for clarification of some of the information Client submits. Our engagement cannot be relied on to uncover errors, omissions, or irregularities, should any exist in the underlying information incorporated in the tax return(s). However, Inteserra will inform Client of any such matters that come to their attention.
- If Client had a taxable presence (e.g., transactions in a jurisdiction in which Client is not currently filing returns) in a jurisdiction not listed in the attached Exhibit A, it may be subject to transaction tax in that jurisdiction, depending upon the particular facts. It is Client’s obligation to notify Inteserra if Client is liable for a transaction tax or has a filing requirement in any jurisdictions not listed in the attached Exhibit A.
- All tax returns are subject to examination by the taxing authorities. In the event of an examination, Client may be requested to produce documents, records, or other evidence to substantiate the items of revenue and deductions shown on the tax returns. In preparing the tax returns, Inteserra will rely on Client's representations that Client understands and has complied with applicable documentation requirements for expenses, deductions, and credits. If an examination occurs, any such additional services and the fee therefore would be set forth in a separate engagement letter.
- Preparation and/or tracking of Tax Exemption Certificates
- Review of Client’s customers’ tax exemption requests
- Tax registrations
- Tax audit assistance
- Assistance with Voluntary Disclosure Agreements
- Tax mapping
- Property tax returns
- Inteserra will prepare all annual and biennial reports required to be submitted to the various secretaries/department of state, for states in which Client is authorized to transact business as a domestic and foreign corporation or limited liability company. In addition, Inteserra will prepare, calculate and remit all required payments related to the above.
- Client shall supply all information required to complete and calculate Client’s required liability payment(s) to Inteserra by the agreed upon business day of each the month.
Upon request from Client, Inteserra may provide one-time fixed fee services (“Fixed Fee Services”), to include but not limited to Secretary of State qualifications, Public Service Commission/Utilities Commission Registrations and Certifications, Federal Communications Commission Application(s), name change filings, tariff revisions, etc. These services will be quoted and invoiced upon request.
Fixed Fee Services will include document preparation of the required application(s), status reports, all correspondence with Client and the appropriate jurisdictional authority, attending hearings via telephone conference, preparing witnesses for hearings, assisting with response to routine interrogatories, data requests and other requests for information, filing of initial informational tariffs where required, and filing testimony.
Additional fees will be required for in person meetings; in the event of any adverse interventions or unexpected interventions; in the event any matter becomes a contested proceeding, including negative staff recommendation; or in the event of a material change in circumstance, including without limitation, opening of generic state proceeding which affects process, issuance by the FCC, or any state regulatory body of a Forfeiture, Show Cause, Notice of Apparent Liability, Investigation, or Audit against Client, which has an adverse effect on any Application, Petition, Registration, or Qualification.
Advisory Service Fees (“Advisory Service Fees”) are for services performed by Inteserra involving analysis or consulting as opposed to Fixed Fee Services or preparing and filing the tax or regulatory compliance returns and reports covered by the flat monthly fees specified herein. Advisory Service Fees are billed monthly, in arrears.
Examples of Advisory Service Fees include, but are not limited to, consulting services related to the evaluation, review, or audit of Client’s treatment of billing line items and resulting allocations for regulatory reporting purposes; preparation of traffic studies; gathering and reviewing reseller exemption certificates; non-standard data input, including manipulation and import of client data, either manually or programmatically into the System and other extraordinary data handling requirements unique to a particular client; preparation of non-routine confidential filings; processing broadband census tract location data (e.g. for FCC Form 477); preparation of Client-requested analyses and/or summaries of regulatory assessments; assistance with USAC or other fund administrator queries, audits and regulatory investigations; preparation of reports not covered by the Indirect Tax. Regulatory Compliance or Corporate Services, Secretary of State filings other than annual reports; and Client or Agency-initiated revisions to previously filed reports.
Reports due prior to the Effective Date (“Catch Up Reporting”) can be provided upon request. Inteserra will review Client’s current reporting status and identify and file any reports that were due prior to the Effective Date. To facilitate this review and Catch up Reporting, Client shall provide Inteserra with any information that may be needed to prepare the delinquent reports. Catch up Reporting is subject to Business Service Fees.
INDIRECT TAX COMPLIANCE SERVICES:
1. Description of Services:
Inteserra’s tax processing will attempt to resolve potential tax return issues by adjusting the Client’s tax data when credits, tax rate errors and missing information are found in the tax data. This is to avoid remitting taxes late when immaterial issues can be resolved by making an adjustment in the tax due and prevents the Client from filing amended returns in order to realize credits issued to its customers. Additional fees may be applied if significant manual adjustments are required due, but not limited to, errors in the Client’s tax data. Inteserra will inform the client in advance if such charges will be assessed to allow the client an opportunity to correct its tax data to avoid such charges.
2. Additional Terms and Conditions:
3. Excluded Services
Inteserra’s Indirect Tax Compliance Service Fee covers only the services described above. Other tax-related services, including but not limited to, those identified below are not included but may be available upon request for additional charges:
1. Description of Services:
FIXED FEE SERVICES and BUSINESS SERVICES
1. Description of Services:
THE PARTIES REPRESENT THAT THEY HAVE READ THIS AGREEMENT AND ASSOCIATED EXHIBIT(S), UNDERSTAND AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS STATED HEREIN, AND ACKNOWLEDGE RECEIPT OF A SIGNED, TRUE AND EXACT COPY OF THIS AGREEMENT.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate counterparts, each of which shall be deemed an original.
Inteserra Services Agreement Acceptance
By submitting this form, you are agreeing to the terms of the Service Agreement.
By providing your email address, you agree to receive occasional informational and marketing emails from Inteserra. If you would like to Opt. Out of future emails. Simply click the unsubscribe link in any future emails.