GENERAL BUSINESS TERMS
Professional Services
It is understood and agreed that SATTAR & ASSOCIATES’ services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be made by the Client and are the sole responsibility of the Client.
Payments
If an invoice is not paid within thirty days of the invoice date, a late charge shall accrue measured by 1% (one percent) per month. SATTAR & ASSOCIATES may suspend or terminate its services if payment is not made within thirty days, once notice to Client is given. SATTAR & ASSOCIATES at it’s sole discretion will remit all outstanding invoices to a debt collection agency or attorney if clients refuse to pay their outstanding invoices once they have crossed 90 days. Client will be responsible for all outstanding balance due, and will also be responsible for any additional cost incurred by SATTAR & ASSOCIATES in collecting the funds owed. Additional cost includes all legal/debt collection fees, court fees, and any other cost incurred by SATTAR & ASSOCAITES in the collection of any/all outstanding balances.
Return Calculation and Fee Increase
SATTAR & ASSOCIATES will count each return based on separate filing jurisdictions based on the tax type being remitted. For example, some states such as Louisiana have local administered sales taxes. We will count each return based on the number of jurisdictions we will be handling and the filing frequency assigned by the jurisdictions. Furthermore, prepayment will be counted as a return when required to be made independent of the return. This happens in states such as California, Illinois and others. If prepayments are included in the return filed, then no additional fees are incurred.
SATTAR & ASSOCIATES will adjust all fees (Compliance, Consulting, Business License, Resale Certificate Management and Registration services) by 3% annually. Fees will be adjusted on January 1st of each year.
Tax Payment Processing
SATTAR & ASSOCIATES at the Client’s request, may facilitate and process tax payments on the Client’s behalf using bank accounts or other payment arrangements established or maintained by SATTAR & ASSOCIATES for such purpose. The Client shall be responsible for all taxes, governmental charges, bank fees, transaction fees, and other costs incurred in connection with such payments, and SATTAR & ASSOCIATES may pass through such amounts to the Client as incurred.
SATTAR & ASSOCIATES will not charge the Client a separate service fee for facilitating such tax payments unless otherwise agreed in writing. SATTAR & ASSOCIATES may, however, receive interest, earnings, rebates, credits, rewards, incentives, or other financial or non-financial benefits from its banking or financial institution relationships in connection with the accounts, payment arrangements, or aggregate funds processed through such arrangements.
To the extent permitted by applicable law, all such benefits shall be the sole property of SATTAR & ASSOCIATES and shall constitute additional compensation to SATTAR & ASSOCIATES for services provided. The Client shall have no right, title, or interest in such benefits, and such benefits will not be credited against, reduce, or otherwise offset any fees or amounts payable by the Client to SATTAR & ASSOCIATES.
For the avoidance of doubt, this provision does not grant SATTAR & ASSOCIATES any ownership interest in funds provided by the Client for the payment of the Client’s tax liabilities or other obligations; it applies solely to benefits earned or received by SATTAR & ASSOCIATES in connection with its banking and payment-processing arrangements.
Term
This engagement shall terminate on the completion of SATTAR & ASSOCIATES’ services. The engagement may be terminated by either party at any time by giving written notice to the other party not less than thirty (30) days before the effective date of termination. In the event of termination pursuant to this paragraph, Client agrees to compensate SATTAR & ASSOCIATES for services performed and expenses incurred through the effective date of termination. If a client is more than 90 days delinquent on their fees, SATTAR & ASSOCIATES can terminate services immediately. Upon termination, if there are outstanding invoices, no support will be provided by SATTAR & ASSOCIATES to aid in the transition. Once all invoices have been paid, SATTAR & ASSOCIATES will provide all necessary support to transition the work either in-house or to a new service provider.
Limitation on Damages
The Client agrees that SATTAR & ASSOCIATES and its personnel shall not be liable to the Client for any claims, liabilities, or expenses relating to this engagement for an aggregate amount in excess of the fees paid by the Client to SATTAR & ASSOCIATES pursuant to this engagement. In no event shall SATTAR & ASSOCIATES or its personnel be liable for consequential, special, indirect, incidental, punitive, or exemplary loss, damage, or expense relating to this engagement. The provisions of this Paragraph shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise. In circumstances where all or any portion of the provisions of this Paragraph are finally judicially determined to be unavailable, SATTAR & ASSOCIATES’ aggregate liability for any claims, liabilities, or expenses relating to this engagement shall not exceed an amount which is proportional to the relative fault that SATTAR & ASSOCIATES’ conduct bears to all other conduct giving rise to such claims, liabilities, or expenses.
Information
SATTAR & ASSOCIATES shall be entitled to assume, without independent verification, the accuracy of all representations, assumptions, information, and data that Client and its representatives provide to SATTAR & ASSOCIATES. All assumptions, representations, information, and data to be supplied by Client and its representatives will be complete and accurate to the best of Client’s knowledge. SATTAR & ASSOCIATES may use information and data furnished by others; however, SATTAR & ASSOCIATES shall not be responsible for, and SATTAR & ASSOCIATES shall provide no assurance regarding, the accuracy of any such information or data. Except as specifically agreed to, SATTAR & ASSOCIATES shall not provide advice regarding the financial accounting treatment of any transaction implemented from these services and will not assume any responsibility for any financial reporting with respect to the services provided hereunder. Client shall be responsible for all financial information and statements provided with respect to any services performed hereunder. SATTAR & ASSOCIATES shall have no responsibility to address any legal matters or questions of law, other than tax law.
Third Parties Use
All services in connection with this engagement shall be solely for the Client’s informational purposes and internal use, and this engagement does not create privity between SATTAR & ASSOCIATES and any person or party other than Client (“third party”). This engagement is not intended for the express or implied benefit of any third party. Unless otherwise agreed to in writing by SATTAR & ASSOCIATES, no third party is entitled to rely, in any manner or for any purpose, on the advice, opinions, reports, or other services of SATTAR & ASSOCIATES. In the event of any unauthorized reliance, the Client agrees to indemnify and hold harmless SATTAR & ASSOCIATES and its personnel from all third-party claims, liabilities, costs, and expenses.
Indemnification
The Client shall indemnify and hold harmless SATTAR & ASSOCIATES and its personnel from all claims, liabilities, and expenses relating to this engagement, except to the extent finally judicially determined to have resulted primarily from the bad faith or intentional misconduct of SATTAR & ASSOCIATES. The provisions of this Paragraph shall apply to the fullest extent of the law, whether in contract, statute, tort (such as negligence), or otherwise. In circumstances where all or any portion of the provisions of this Paragraph are finally judicially determined to be unavailable, SATTAR & ASSOCIATES’ aggregate liability for any claims, liabilities, or expenses relating to this engagement shall not exceed an amount which is proportional to the relative fault that SATTAR & ASSOCIATES’ conduct bears to all other conduct giving rise to such claims, liabilities, or expenses.
Cooperation by Client
The Client shall cooperate with SATTAR & ASSOCIATES in the performance by SATTAR & ASSOCIATES of its services hereunder, including, without limitation, providing SATTAR & ASSOCIATES with reasonable facilities and timely access to data, information, and personnel of the Client. The Client shall be responsible for the performance of its personnel and agents and for the accuracy and completeness of all data and information provided to SATTAR & ASSOCIATES for purposes of the performance by SATTAR & ASSOCIATES of its services hereunder.