Terms and Conditions

Last updated on October 1, 2021

Welcome to FAStek Compliance Solutions, Inc. a Georgia corporation, whose office location is 1725 Windward Concourse, Suite 150, Alpharetta, GA 30005 ("FAStek"). We are excited to have you as a client (“Client”) of our products and services (“Services”). The following terms and conditions (collectively, these “Terms of Service”) apply to your Services.  

FAStek reserves the right to update our Services and these Terms of Service from time to time, at our discretion and without notice. Nevertheless, this document is public on the FAStek website (www.fastektax.com). Your continued use of our Services following the publishing of updated Terms of Service means that you accept and agree to the changes.

These Terms of Service are made effective on date accepted by and between FAStek and Client. FAStek and Client are hereinafter collectively referred to as the "Parties" or may be referred to individually as a “Party”).

WITNESSETH: 

For and in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, FAStek and Client, intending to be legally bound, hereby agree as follows:

1. SCOPE OF AGREEMENT: FAStek agrees to provide to Client those Services set forth in the Order Form in the jurisdictions identified therein and additional jurisdictions for which the Client becomes subject to during the term and pricing of this Agreement (the "Services"). The initial term of this Agreement shall begin on the effective date set forth in Agreement and shall continue for the term of the Agreement unless terminated or renewed as set forth herein.
2. FEES:  Client agrees to remit to FAStek the fees for the Services as set forth in the Order Form.  The fees are subject to annual review.  If Client does not remit payments in accordance with the terms set forth in the Order Form, in addition to any other remedies at law or set forth herein, FAStek may suspend or terminate the provision of Services to Client, including web accessed services or information.  In addition, Client specifically authorizes FAStek to add any overdue service fees to Client’s funds request. 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, or $250.00, whichever is greater.  Should FAStek, during the term of this Agreement, perform services for Client that are not specified in the Order Form, fees for such additional services will be billed as mutually agreed upon by the Parties and such services will be billed in addition to the fees set forth in the Order Form.  In the event that FAStek has to prepare any report more than one time due to Client’s fault, including without limitation, for Client’s failure to timely fund its escrow account, or for Client’s providing inaccurate or incomplete information for the first report, Client will be billed for each duplicated report according to FAStek’s then current price for refiling such report.  Client will be billed for the cost of postage or overnight delivery for shipping any reports, documents, or information, and for copies.  Client will not be billed for telephone or facsimile expenses.  In the event Client so chooses, Client authorizes FAStek to set up an Escrow Account with First Citizens Bank or another financial institution. In addition, Client authorizes FAStek treasury to make remittances/payments on Client’s behalf from this account in accordance with the terms herein.
3. TERM OF AGREEMENT: The initial term of this Agreement is set forth above.  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.
4. DATA PREPARATION: All documents, instruments and data supplied by Client to FAStek will be supplied in accordance with the agreed upon time, requirements and specifications set forth in Order Form. Client shall be responsible for all consequences of its failure to supply FAStek with accurate documents and data within prescribed time periods.  Client agrees to retain duplicate copies of all documents, instruments and data supplied by Client to FAStek hereunder; or, if the production and retention of such copies is not practical, Client holds FAStek 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 FAStek in writing of exceptions or qualifications, FAStek has the right to rely upon the accuracy and completeness of the information and documents provided by Client; and FAStek assumes no liability for services performed in reliance thereon. FAStek shall have no obligation to audit or review Client's information or documents for accuracy or completeness.  It is understood and agreed that FAStek 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. FAStek will not perform management functions or make management decisions for Client.
5. PROPRIETARY RIGHTS: Client acknowledges that all materials (except those delivered by Client to FAStek), programs, processes and techniques used or prepared by FAStek in connection with the work performed or services rendered by it hereunder shall at all times be and remain the exclusive property of FAStek and are confidential and proprietary.  Delivery of such proprietary information to Client shall be solely for the purpose of delivery of FAStek’s services hereunder.
6. IMITATION 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 FAStek 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 FAStek by Client for the limited and particular service which gave rise to the particular claim asserted.  FAStek shall not be responsible for any indirect, special or consequential damages related to or arising out of this Agreement.b. FAStek 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 within the time period specified in the Order Form, or for Client’s failure to timely fund its Escrow Account.  FAStek 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.  FAStek 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. FAStek shall not be liable for any act or omission of a third party. If Client is assessed any late fees or penalties for reports, which are not timely filed due solely to FAStek’s action or inactions, FAStek shall be responsible to reimburse Client for such fees and penalties.c. Client agrees to indemnify FAStek 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 FAStek.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.  FAStek may assign some or all of its obligations arising under this Agreement in its sole discretion.  Client may assign this Agreement upon written consent of FAStek, which shall not be unreasonably withheld.
12. SEVERABILITY: If any provision or paragraph of this Agreement is held invalid, such invalidity shall not affect other provisions of this Agreement.
13. 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.
14. CONFIDENTIALITY:

 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 FAStek 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; or (5) is received by the Receiving Party from a third party without restriction and without a breach of an obligation of confidentiality; or (5) is disclosed to FAStek for the purpose of being included in filings made by or on behalf of the Client before any jurisdiction set forth in the Order Form.  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.

15. 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.

16. HEADINGS: Titles and headings used herein are inserted for convenience only and are not intended to affect the meaning or interpretation of this Agreement.

17. ADDITIONAL TERMS AND CONDITIONS:

a. As requested by Client, FAStek 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 Order Form.

b. Using an agreed upon format, Client will provide to FAStek, on or before the 5^th business day of the month, the previous month's sales and use tax transaction information and all supporting documentation necessary for FAStek to complete the specified state transaction tax returns.

c. 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.

d. FAStek will prepare these returns from the information Client FAStek will not audit or independently verify the data Client submits.  However, FAStek 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, FAStek will inform Client of any such matters that come to their attention.

e. Please note that 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 Order Form, it may be subject to transaction tax in that jurisdiction, depending upon the particular facts. It is Client’s obligation to notify FAStek if Client is liable for a transaction tax or has a filing requirement in any jurisdictions not listed in the Order Form.

f. 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, FAStek 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.

1. SCOPE OF WORK - INDIRECT TAX COMPLIANCE:  FAStek will perform the following for Client:
   1. 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, FAStek 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 agrees to provide FAStek.  
   2. FAStek 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.
   3. Any due dates falling on a holiday, or a weekend establishes the prior business day as the due date.  
   4. Client will wire transfer to FAStek any and all funds needed for the settlement of tax liabilities on days designated in Provision 21. 
   5. If requested by Client, FAStek will prepare a funding reconciliation, for a specific month, after all returns and payments have been processed and remitted for that month.
   6. If Client account is over-or-underfunded, FAStek will notify Client of additional funds due or funds to be applied against a future funding requirement.  
   7. FAStek will, on behalf of Client respond to all notices received from tax jurisdictions relating to payments remitted by FAStek.  
   8. FAStek will advise Client of new registration and filing requirements, to which FAStek has knowledge, necessitated from sales to new customers in localities or states where Client is not currently filing.  
   9. FAStek tax processing system will attempt to resolve potential tax returns 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.
2. SCOPE OF WORK - CORPORATE SERVICES:  FAStek will perform the following for Client:
   1. FAStek 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, FAStek will prepare, calculate and remit all required payments related to the above.  
   2. Client shall supply all information required to complete and calculate Client’s required liability payment(s) to FAStek by the agreed upon business day of each the month.  This information includes, but is not limited to the following: 
      1. Monthly Revenue by State, compiled per intrastate, interstate and international classification.  
      2. Access lines, if applicable
      3. Accurate Corporate Data
      4. Financial Information
   3. Client will wire transfer or ACH to FAStek any and all funds needed for the outstanding liabilities.  NOTE:  No Client liability will be paid by FAStek unless Client has sufficient funds in their escrow account.
3. CLIENT RESPONSIBILITIES:  Client is responsible for:
   1. 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 FAStek. Client also agrees to provide data to FAStek 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 FAStek will not be held liable for any penalty or interest due to:  
      1. Late Filing
      2. Inaccurate Filing
   2. Client agrees to wire transfer to FAStek any and all funds needed for the settlement of tax liabilities no later than 2 business days after receiving their funds Request. If Client fails to wire fund within the above timeframe, Client agrees that FAStek will not be held liable for any penalty or interest due to:  
      1. Late Filing
      2. Inaccurate Filing
   3. FAStek will not be responsible for any penalty and or interest from any jurisdiction if Client has not provided to FAStek all sign off documentation. This will include:  
      1. Standard Service Agreement
      2. SOW, Proposal, Order Form
      3. Tax Calendar
      4. File Format Agreement
      5. Client Data Sheet
   4. 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 FAStek due to non-payment, Client agrees to pay FAStek an additional charge of $50.00 per return for any report that was not filed by FAStek due to service suspension but is in fact later filed by FAStek after services are reinstated.