Skip to main content

Terms and Conditions

Legal

Terms and Conditions

Effective Date: February 10, 2026

These terms and conditions specify the terms under which Tax CSA, Inc., a Delaware corporation ("Tax CSA") provides services under any order form, purchase order or other ordering form (an “Ordering Document”) between Tax CSA and a client identified therein (the “Client"). These terms and conditions supersede any conflicting terms in an Ordering Document unless either (a) the Ordering Document both (i) identifies the specific section of these terms and conditions that it will control over, and (ii) specifies that the Ordering Document shall govern over such section, or (b) these terms and conditions provide that an Ordering Document may control over a specific provision of these terms and conditions. As used herein, the “Agreement” refers. Collectively, to these terms and conditions and the Ordering Document, and the “Effective Date” refers to the effective date of the Ordering Document.

1. Term of Agreement

Unless the Ordering Document specifies an alternate term, or otherwise provided below, the Agreement shall continue for twelve (12) months following the Effective Date. Either party may terminate the Agreement if the other party materially breaches this Agreement and does not cure such breach within thirty (30) days of receiving notice of breach from the other party. No such cure period shall be required if the breach is not capable of cure.


2. Independent Contractor Status

Tax CSA and Client are independent contractors and nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship between them.


3. Services

Tax CSA agrees to render tax consulting, implementation services and tax compliance services set forth in the Ordering Document hereto (the "Services"), to Client for the term of this Agreement. Tax CSA will have the sole discretion to determine the method, means and location of performing the Services, and the Client has no right to, and will not, control or determine the method, means or place of the performance of the Services.


4. Service-Specific Terms

The following provisions shall apply if, and solely to the extent that the Ordering Document provides for the relevant services:

4.1 Tax Registrations

This Section 4.1 applies to any tax registration services to be provided by Tax CSA pursuant to an Ordering Document.

4.1.1 Authorization

The Client hereby authorizes Tax CSA and its employees to act as its representative for the purpose of registering Client's Business with the appropriate state and/or local authorities and fulfilling all necessary legal requirements for business registrations.

4.1.2 Scope of Authority

Tax CSA and its employees are granted the authority to complete, sign, and submit all necessary documents, applications, and forms on behalf of the Client to facilitate the registration process. This includes, but is not limited to, submitting articles of incorporation, obtaining an employer identification number (EIN), and any other documents required for state registration.

4.1.3 Responsibilities

The Client agrees to provide all necessary information, documents and cooperation with Tax CSA and its employees to complete the registration process accurately and in a timely manner.

4.1.4 Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the registration(s).

4.2 Annual Report Filings

This Section 4.2 applies to any annual report filing services to be provided by Tax CSA pursuant to an Ordering Document.

4.2.1. Appointment of Agent

Client hereby appoints Tax CSA as its agent to make annual report filings with the Secretaries of State and/or other analogous applicable government bodies listed in the Order Form.

4.2.2 Cancelation

Client must notify Tax CSA at least thirty (30) days before the due date for an annual report filing if Client does not wish Tax CSA to make such filing, even if such filing would otherwise occur after termination of this Agreement by Client.

4.2.3 Third-Party Fees

Client is responsible for all related services fees and state filing fees. Invoices for such service fees are due on receipt.

4.2.4 Necessary Documentation

Client must provide all necessary documentation and information required for the filing of annual reports in a timely manner. Tax CSA is not responsible for missed deadlines, late fees, or administrative penalties resulting from Client's failure to respond, provide required documentation, or remit payment for filing services.

4.2.5 Exclusions

Tax CSA's services do not include filing of annual reports in Texas.

4.3 Software Products

This Section 4.3 applies if the Ordering Document requires Tax CSA to provide its ExemptionIQ plugin (the “Plugin”) to the Avalara AvaTax™ service (the “Avalara Service”) and/or its Click-through connector (the “Connector”) to the Avalara Service. As used in this Section 4.3, the “Software Products” refers to the Plugin and/or Connector, as specified in the Ordering Document.

4.3.1 Provision of Plugin

During the subscription term for the Plugin specified in the Ordering Document and for any renewal thereof, Tax CSA shall make the Plugin available to Client as an Internet-based service solely for Client’s internal use. Client is hereby granted a license to use the Connector solely for its own internal use for the subscription term for the Connector specified in the Ordering Document and for any renewal thereof.

4.3.2 Plugin Uptime

For so long as Tax CSA is required to make the Plugin available for Client’s use, Tax CSA shall make commercially reasonable efforts to ensure that the Plugin is available and functional for Client’s use during ordinary business hours at Client’s business address listed in the Ordering Document. Tax CSA is not responsible for outages caused by factors outside of its reasonable control including, but not limited to, outages affecting the Internet generally or affecting Client’s connection to the Internet, issues affecting Client’s systems, power outages, or natural or manmade disasters.

4.3.3 Support

During the relevant subscription term, Tax CSA shall provide an internet-based ticketing system allowing Client to ask questions regarding the use of the subscribed Software Products, report Bugs and other issues regarding the Software Products and to suggest new features for the Software Products. Tax CSA shall make commercially reasonable efforts to respond to Bug (defined below) reports within four (4) business hours. Tax CSA shall assign a severity to reported Bugs and shall take commercially reasonable efforts to correct Bugs in accordance with their severity. Correction of low-priority Bugs may be deferred until a later release or in Tax CSA’s discretion, may not be solved at all. As used above, a “Bug” is a failure of a Software Product to perform substantially in accordance with its documentation, Client agrees that some Bugs may be corrected by updating documentation to match the behavior of the Software Product.

4.3.4 No Warranty

EXCEPT AS PROVIDED SPECIFICALLY IN THIS SECTION 4.3, THE SOFTWARE PRODUCTS ARE PROVIDED WITHOUT WARRANTY OF ANY KIND AND TAX CSA HEREBY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES REGRADING THE PLUGIN OR ITS AVAILIABILITY. IN PARTICULAR, TAX CSA DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Client’s sole remedy with respect to any failure of the Software Products to perform as expected shall be to seek support pursuant to Section 4.3.3.

4.3.4 Term and Termination

The Software Products are provided on a subscription basis and Client acknowledges that Tax CSA’s pricing for the Plugin is based on the subscription term committed by Client. Correspondingly, Client shall pay all fees for the Software Products specified in the Ordering Document for the entire subscription term (and any renewal thereof) even if Client ceases to use the Software Product during the subscription term or renewal period. Tax CSA shall have the right to terminate Client’s use of the Plugin and/or terminate Client’s license to use the Connector if Client materially breaches any provision of the Agreement and fails to cure such breach within fifteen (15) days of Tax CSA’s notice of such breach. No such cure period shall be required with respect to breaches which are not reasonably curable.

Tax CSA may terminate the subscription term if the Avalara Service is modified in such a manner as to make the provision of a Software Product impossible, illegal or impractical or if, in Tax CSA’s reasonable determination, the continued provision of the Software Product is likely to be illegal. In such case, Tax CSA shall provide as much notice to Client as is reasonably possible and shall provide a pro-rata refund of amounts paid by Client for use of the Software Product.

4.3.5 Limitation of Liability

EXCEPT ARISING IN CONNECTION WITH FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL TAX CSA’S LIABILITY TO CLIENT ARISING IN CONNECTION WITH THE SOFTWARE PRODUCTS EXCEED THE AMOUNT PAID BY THE CLIENT FOR THE THEN-CURRENT SUBSCRIPTION TERM OR RENEWAL PERIOD.

4.3.5 Updates

During the subscription term for the Plugin, Tax CSA may, from time to time, modify the Plugin to provide new functionality, modify and/or optimize how information is displayed and remove deprecated functionality.

4.3.6 Prohibitions. Client may not:

  • Provide the use of the Software Products for the benefit of any third party or as a “service bureau”;
  • Resell use of the Plugin to any third party;
  • Reverse-Engineer or otherwise attempt to learn how the Software Products function or obtain the source code to the Software Products;
  • Interfere with, or attempt to interfere with, the normal operation of the Plugin or attempt to breach the security of the Plugin;
  • Use the Software Products after the termination of the relevant subscription term; or
  • Exceed any usage limits related to the Plugin that are specified in the Ordering Document.

4.3.7 Feedback

If Client provides any feedback, feature requests, or other suggestions for the improvement of the Software Products (“Feedback”), then Tax CSA shall have the perpetual, royalty-free, fully sublicensable and assignable license to use and implement such Feedback in its sole discretion without payment to Client or any third party, whether as part of the Software Products or in any other manner.


5. Responsibilities of Client

Client will provide complete and accurate accounting data and documents on a timely basis to Tax CSA so that Tax CSA may have adequate time to perform its obligations under this Agreement. Tax CSA is not responsible for separately auditing the accounting data to ensure its quality or assessing the accuracy.

Client shall bring to Tax CSA's attention any facts that may require further consideration to determine proper tax treatment and any change in the information provided to Tax CSA. Client shall submit copies of any written notifications from state or local agencies to Tax CSA if those notices relate to taxes filed or to be filed by Tax CSA.

Except in instances of negligence or willful misconduct by Tax CSA, Client will pay any penalties, adjustments or interest imposed on Client by the tax authorities associated with tax filings prepared for Client by Tax CSA. Client agrees to indemnify Tax CSA for any damages, reasonable attorneys' fees or other costs incurred by Tax CSA which arise as a result of (i) Client's failure to provide complete, accurate and timely accounting data and documents to Tax CSA; and (ii) any third-party claim against Tax CSA arising as a result of Client's breach of this Agreement and for which Tax CSA has no liability or responsibility.

Client shall execute all appropriate forms, including Power of Attorney forms that are required by the taxing authorities in order to enable Tax CSA to file state or local returns, make payments on the Client's behalf or communicate with taxing authorities. Client will reasonably cooperate in Tax CSA's performance of its obligations under this Agreement by, among other things, timely providing required information, documentation and access to information systems, responding to Tax CSA questions, and communications regarding the Services and timely performing Client's obligations hereunder and Tax CSA shall not be required to reimburse fees for Services that are not provided due to such delays. Tax CSA shall not be liable for any delays, incomplete performance or errors in the performance of Services due to Client's failure to provide such cooperation and assistance. Further, if the Services involve interactions with tax authorities or other third parties, Tax CSA shall not be responsible for delays caused by such third parties.


6. Responsibilities of Tax CSA

Tax CSA shall retain all documents, information and data provided by or on behalf of Client or any taxing authorities which is relevant to this Agreement. The Client Data will be retained by Tax CSA for the term of this Agreement.

Preparation of any tax returns, filings or compliance actions shall be based on the information provided by Client and in accordance with the federal, state and local statutes, as well as any applicable regulations and associated interpretations existing at the time of the filing.


7. Price and Payment Terms

Prices for services rendered under this Agreement are set forth in the Order Form.

If Client, in good faith, disputes the fees or expenses on any invoice, Client will timely pay the undisputed amount but may withhold from its payment of the relevant invoice any such disputed amounts. The parties shall work promptly and reasonably to resolve any such disputed invoices or amounts. If Client is determined to owe 70% or more of the disputed amount, Client shall pay to Tax CSA the amounts owed, plus interest at the rate of six percent (6%) per annum on the disputed amount for the period from the date the invoice was due to the date of payment. If Client is determined to owe less than 70% of the disputed amount, the Client shall promptly pay only the amount owed in full.

A service charge equal to two percent (2%) per month of interest will be assessed upon any amount not paid in full within thirty (30) days from the billing date; provided, however, the same shall not apply to amounts disputed under Paragraph 6.b. above.

The pricing specified in the Ordering Document is based on the assumption that Tax CSA shall receive the necessary information and assistance requested from Client by Tax CSA as described in this Agreement.

Client acknowledges that Tax CSA has allocated time, personnel and resources to providing the Services hereunder. Correspondingly, if Tax CSA terminates this Agreement due to Client's failure to comply with its obligations under section 4, then Tax CSA shall be entitled to payment in full for those Services which Tax CSA otherwise would have performed in the three (3) months following such termination. All fees paid to Tax CSA are non-refundable.


8. Confidential Information

The terms and conditions of the AICPA Professional Standards and Internal Revenue Code regarding disclosure of information by return preparers shall govern the confidentiality between the parties as it relates to the services specified in Exhibit A ("Confidential Information"). Client agrees that Tax CSA, including Tax CSA personnel who perform Services pursuant to this Agreement, may perform the same or similar services for other parties. Further, the skills, experience, knowledge, ideas, processes and technology acquired or developed by Tax CSA or its personnel prior to or during this Agreement may be utilized at any time prior to, during or following the term to provide the same or different services to clients on other engagements.


9. Cybersecurity

Tax CSA shall use commercially reasonable efforts to (i) identify and restrict access (including through physical and/or technical controls) to the Confidential Information, Client's confidential business information and trade secrets and any information about identified or identifiable natural persons maintained by or on behalf of Tax CSA (collectively, "Protected Data") to those individuals who have a need to access it, and (ii) implement reasonable physical, technical and administrative safeguards ("Cybersecurity Solutions") designed to protect the confidentiality, integrity and availability of its technology and systems (including servers, laptops, desktops, cloud containers, virtual environments and data centers) and all Protected Data. Tax CSA shall use commercially reasonable efforts to ensure that the Cybersecurity Solutions (i) are up-to-date and include industry-standard protections (e.g., antivirus, endpoint detection and response and threat hunting), (ii) to the extent determined necessary by Tax CSA, are backed by a breach prevention warranty from the vendor certifying the effectiveness of such solutions, and (iii) require vendors to notify Tax CSA of any security incidents posing a risk to Tax CSA's information (regardless of whether information was actually compromised). Tax CSA shall evaluate on a periodic basis at least annually whether such safeguards should be updated to maintain a level of security appropriate to the risk posed to Tax CSA systems and Protected Data. Tax CSA shall educate its employees about the proper use and storage of Protected Data, including periodic training as determined reasonably necessary by the Tax CSA.


10. Ownership of Information

As between the parties, all Confidential Information, Client Data and Protected Data is the sole and exclusive property of Client. Tax CSA will not disclose or make available any Client Information to any third party without the prior written consent of Client, provided that Client hereby provides its consent to use and disclose such information as necessary to perform hereunder and to third parties that process such information for Client or on Client's behalf as a "processor" or "service provider" (as such terms are defined under applicable data protection and privacy laws and regulations).


11. Personnel

During the term of the Agreement and for twelve (12) months after its termination or expiration, neither party shall employ, make any offers of employment to or otherwise interfere with any of the other party's personnel without the written consent of the other party.


12. Assignment

This Agreement may not be assigned by either Tax CSA or Client without the express written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that a party may assign and transfer this Agreement to a successor in interest upon a Change in Control (defined below) for value received with respect to such party. For purposes of this Agreement, a "Change in Control" means: (a) a sale of all or substantially all of the assets of a party to this Agreement; (b) any person or entity, or group of persons or entities, that does not have any current interest in such party through a transaction or series of transactions, becomes the Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the entity representing more than fifty percent (50%) of the party's outstanding securities or ownership interests; (c) consummation of a merger or consolidation of the party with any other entity where (i) the party to this Agreement is not the surviving entity; or (ii) such party is the surviving entity, but the securities owned by the party's current members do not represent more than fifty percent (50%) of the securities of the party outstanding immediately after such merger or consolidation; or (d) a change in ownership of a party through a transaction or series of transactions such that the party's current members no longer own securities of the party representing more than fifty percent (50%) of entity's outstanding securities.


13. Effect

This Agreement shall inure to the benefit of Tax CSA successors and assignees. In the event that Client sells or transfers all or substantially all of its business or assets, it shall be deemed to be a material breach. However, the buyer or transferee may opt to continue under the same terms of this Agreement with Tax CSA consent.


14. Entire Understanding

These terms and conditions and the Ordering Document contains the entire understanding of the parties regarding the Services ordered under the Ordering Document and may only be modified in a writing executed by Tax CSA and Client.


15. Severability

If any court, administrative agency, arbitrator, or other tribunal invalidates any provision of this Agreement, the remaining provisions shall continue in full force and effect, and this Agreement shall be construed in all respects as if the invalid or stricken provision were omitted.


16. Attorney Fees

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover in such action its reasonable attorneys' fees, professional's fees, costs and necessary disbursements, in addition to any other relief to which the party may be entitled at law or in equity.


17. Governing Law and Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. This Agreement is deemed to have been executed in the State of North Carolina and the parties consent to the jurisdiction of the courts of the State of North Carolina. Both parties agree that only the courts located in the State of North Carolina shall have jurisdiction over any controversies arising out of this Agreement.


18. Operational Notes

All work will be performed during Tax CSA's business hours; Tax CSA will not travel to Client's premises under this Service Agreement.

Additional services and any customizations that are not described in this Ordering Document are out of scope. To be binding any additional services must be documented in writing and signed by both Parties.

Where applicable, Client is solely responsible for all tax and certificate management policy decisions and business requirements.

If Client terminates the Agreement without cause before the services set forth herein are completed, then it agrees to pay the full cost of the services.

Where applicable, Client is responsible for providing the appropriate project (test and production) environments to support this effort including a working instance of the solutions and appropriate technical and functional resources to support the project infrastructure and environment(s).


Exhibit A

The Client has requested Tax CSA's assistance with implementation. While Tax CSA will provide support and expertise in configuring and integrating the solution, Client will retain overall responsibility for the implementation. Client will manage project oversight, testing and all technical aspects of the installation, configuration and any required code merge, development or modifications.


Implementation


Project Planning

Tax CSA will review project plan to include project logistics with Client’s project team, including resources, roles and responsibilities, along with timing. Tax CSA will propose a work plan and cutover plan for Client to incorporate into its overall project.

Collaboration on Solution Environment Tax CSA will collaborate with Client’s project team to configure the solution environments (test and production) with relevant functionality and settings.

Entities Tax CSA will assist Client in the configuration of their tax engine with the support from Client for the appropriate reporting entities.

Nexus Tax CSA will help configure the tax engine to enable tax collection in required geographies identified by Client. Only the provided rates can be used, without additions or customizations to rates, jurisdictions, tax codes, or rules.

Tax Logic Matrix & Tax Code Mapping Tax CSA will conduct training and a review with Client's tax department to develop a tax logic matrix, define business rules for tax calculation and assist in identifying product tax codes. Client is responsible for selecting tax codes and Tax CSA will aid in configuring them in the tax engine. If Client manages item mapping outside of the tax engine, they are responsible for the task. If rules are required, Tax CSA will provide guidance and training to the Client on the initial creation process. Following this, the Client shall be responsible for creating any additional rules and for the ongoing maintenance of all rules.

Tax Code Mapping – Services to provide tax codes. The client will provide the following:

  • Number of unique items, services and categories.
  • Client to complete Tax CSA template with items and full description of items and services.

Tax CSA Integration

  • Tax Technology Built Connector: Tax CSA will provide installation requirements and assist with incorporating third party tax technology software into Client’s platform, offering technical troubleshooting support. No modifications or development related to Client’s platform or integration will be done.
  • Partner Connector: Tax CSA will assist Client and/or Partner with the installation and configuration, answering questions during this phase.
  • API: Tax CSA will provide guidance on best practices for integrating the tax engine into Client’s platform. Client will be responsible for development, customization and resolving code issues.

Solution Testing

  • Test Planning: Tax CSA will provide feedback on Client’s test scripts and assist in evaluating the results.
  • User Acceptance Testing (UAT): Tax CSA will support issue resolution and troubleshooting during UAT related to Tax CSA solutions.
  • Troubleshooting: Tax CSA will offer guidance on troubleshooting products and integrations. Client is responsible for managing overall troubleshooting and ensuring testing completeness.

Deployment

  • Production Deployment: Tax CSA will participate in deployment activities, manage configuration data migration and help with cutover planning.
  • Production Deployment Support: Tax CSA will provide business hours support during deployment cutover, ending 30 days after migration to production.
  • Post-Production Support: Post-production support is handled under a separate support contract.

Exemption Certificate Management Platform Tax CSA will assist in the following:

  • Settings: Review Exemption Certificate Options in Settings.
  • Workflow: Review of how the process aligns with your company’s procedures.
  • Overview: Exempt customers and certificates.
  • Customers: Review importing or adding customers to the exemption certificate management platform.
  • Certificates: Review importing or adding certificates images (PDF) to the exemption certificate management software.
  • Cover Letters: Review and discuss how to revise cover letters for requests/campaigns.
  • Requests/Campaigns: Review how to send individual and / or bulk certificate requests.
  • Validation: Review and discuss how to validate certificates – blanket and single use.
  • Cadence: Process on keeping certificates up to date.
  • Review Reports

Returns Platform

Tax CSA will assist with the following:

  • Power of Attorney: Walk through power of attorney requirements. Client will be required to complete required information and submit.
  • Schedule Returns: Walk through scheduling returns for Client’s Tax Technology Partner to file. Discuss form, filing frequency and two factor authentication where required. This will be completed by the Client.
  • Returns Approval: Walk through the monthly approval process and review timeline.
  • Returns Resources: Review where to find reports for reconciliation, how to locate filed returns and confirmations.
  • Notices: Review how to handle notices.

User Training and Documentation

  • Tax Engine User Training: Tax CSA will provide training on using and maintaining products included in the Scope of Services.
  • Exemption Certificate Management User Training: Tax CSA will offer training on how to use Exemptions Certificate Management platform as outlined in the Scope of Services.
  • Returns User Training: Tax CSA will offer training on how to use the Returns product as outlined in the Scope of Services.

System Health Check

The Health Check project involves reviewing, assessing, training and providing recommendations for AvaTax, Exemption Certificate Management and Returns. Tax CSA will conduct an in-depth analysis of the current settings and processes within these products, identify any issues and assist in resolving them through Tax CSA or direct communication with Avalara. Note: This is not a re-implementation and Tax CSA does not handle tasks within the ERP/e-Commerce system.

Current Issues: Discuss any urgent issues that should be handled before getting started with the overall health check.


Tax Engine Platform – Sales Tax Rate Calculation


Company Setup

  • Entities/Users: Review company set up, ensure all settings are correct and entities, locations and users are properly included.
  • Nexus: Review nexus and tax type setup, enabling tax collection.
  • Tax Logic Matrix & Tax Code Mapping: Review and discuss current tax code mapping, existing tax rules and taxability of any new items.
  • Tax Rules: Review any existing tax rules, if applicable.
  • Integration: Confirm all is working as expected. Review configuration and workflow if required.
  • Reports: Review report options in tax engine.
  • Review Economic Nexus Map

Exemption Certificate Management

  • Settings: Review exemption certificate options.
  • Cover Letters: Review cover letters for campaigns.
  • Customers: Discuss current customers within exemption certificate management software (active vs. inactive), how to import or add customers.
  • Certificates: How to import or add certificates, how to validate certificates.
  • Requests/Campaigns: How to send a request – single and bulk.
  • Review Reports and Additional Resources

Returns

  • Issues or Notices: Discuss any current notices received from the Department of Revenue.
  • Scheduled Returns: Review current scheduled returns, nexus settings vs. scheduled returns, how to add new returns.
  • Filing Frequency: Adjust filing frequency if needed or review how to handle this in the future.
  • Returns Tab: Walk through Returns options including, approve returns, returns timeline, add and view returns, filed returns and confirmation, when and how to log a notice, funding power of attorney.

Exemption Certificate Management, Professional Services

Exemption Certificate Management Services include the collection, validation and maintenance of customer exemption certificates to ensure ongoing sales tax compliance.

  • Exemption Certificate Validation: Reviewing exemption certificates and validating based on approved rules.
  • Tax ID Verification: Check the Tax ID numbers provided against the state Department of Revenue website. This is available in 23 states. In the states that don’t offer this service online, Tax CSA will verify the Tax ID format meets state requirements.
  • Campaigns Postal/Email: Generating customer exemption certificate requests. This can be sent via email or postal if email is not available (postage to be paid by Client and will be billed as a pass-through cost by Tax CSA).
  • Tax CSA will assist in revising one cover letter for each reason of invalid, expired or missing for entities included in the project scope. Any additional cover letters will be Client’s responsibility or billed accordingly if handled by Tax CSA.
  • Campaigns will be generated 30 days apart unless otherwise stated.
  • Campaigns will include bulk requests across all states, including one of the following categories, missing, invalid or expired. Any Client request to adjust this or use additional cover letters will be considered an additional campaign and charged accordingly.
  • Exemption Matrix settings: The customer will be responsible for adjusting and maintaining the exposure and reason code matrix (if any changes are made from the default settings). Tax CSA will demonstrate how to make an adjustment, after which the Customer will manage.

Exemption Certificate Engineering Services

  • Data Migration from External Source: Moving exempt customer data and exemption certificate images from a cloud file to exemption certificate management platform.
  • Data Migration from Existing Account to New Account: Moving exempt customer data and exemption certificate images from one account to a different account.
  • Data Migration from within one Account (Company to Company): Moving customer data and exemption certificate images from one company to another within the same account.
  • Bulk Retrieval and Delete: Pulling copies of exemption certificate images for Client to archive and then purging from exemption certificate management platform.
  • Placeholder Exemption Certificates: Mapping placeholder certificate(s) to accounts so transactions will be exempt while trying to collect valid certificates (typically used for 90 days).
  • Linking Exemption Certificates to Customers in Bulk: Link customers to certificates in bulk with valid or invalid status. Clients provide spreadsheet with corresponding information.

W9/1099

  • Admin & Setup: Assist with initial company setup and configuration
  • Adding Clients/Payers: Guide users through adding new companies and/or payers to the system
  • TIN Matching: Support with initiating and reviewing TIN matching results
  • Requests: Manage W-9 requests and collection from vendors or clients
  • File: Assist with preparing and filing 1099 forms through the platform

Annual Support Plan

Assistance provided when something is broken or not functioning as intended, requiring help to resolve the issue. This is a reactive service.

Details

Questions or issues that extend beyond the scope of Tax CSA, such as those involving the Department of Revenue or franchise tax, will be the customer’s responsibility. Tax CSA will guide the customer to the best of our ability.

  • Contract Duration: 12 months or 12 hours are used, whichever occurs first.
  • Contact: Dedicated contact person. Hours of operation are dependent on the U.S. time zone of your contact.
  • Usage-Based Time Tracking: Support time is deducted based on actual usage, with a minimum of 15 minutes per support request.
  • Break/Fix Support: Assistance is provided for questions or issues that require troubleshooting and resolution.
  • Case Escalation: If an issue cannot be resolved internally, we will create a case on your behalf with the product/service provider.

Consulting Services

Guidance, research and expertise provided information, improve processes, optimize systems, handle tasks or plan for future needs. This is a proactive service.


Details

  • Contact: Dedicated contact person. Hours of operation are dependent on the time zone of your contact.
  • Usage-Based Time Tracking: Initially will start with a subset of hours and then move to pay as you go. Client will be billed monthly or quarterly (depending on hours).
  • Contract: Automatic annual renewal once moved to pay as you go.

Monitoring Services

  • Economic Nexus Monitoring: Tax CSA will monitor your Economic Nexus Map within AvaTax.
  • Returns Alert Monitoring: Tax CSA will monitor your Avalara Returns alerts to identify jurisdictions where tax has been calculated but is not being remitted on a return filed through Avalara.
  • Summary Reporting: Tax CSA will email a report outlining any updates, changes or alerts identified during the monitoring period.

Nexus Analysis


Basic

Tax CSA will perform a high-level review of your nexus exposure including:

Tax CSA will prepare a report identifying where your business has triggered physical or economic nexus.

  • Review of physical and economic nexus
  • Client to provide total sales by state (sales tax calculation is not included)
  • Lookback period of up to 2 prior years plus the current year
  • All states must be provided at the outset; any states added later will incur an additional fee

Comprehensive

Tax CSA will perform an in-depth nexus review including:

Tax CSA will prepare a report identifying where your business has triggered physical or economic nexus.

  • Review of physical and economic nexus
  • Calculation and transaction analysis, including:
  • Product/service taxability
  • Review of up to 10 tax codes
  • Client must provide and identify customer exempt transactions
  • Lookback period of up to 3 prior years plus the current year

Strategic

Tax CSA will perform a full nexus and risk-review assessment including:

Tax CSA will provide a report identifying where your business has triggered physical or economic nexus.

Tax CSA will provide a registration plan and risk-mitigation guidance, including recommendations for backfiling versus pursuing a Voluntary Disclosure Agreement (VDA).

  • Review of physical and economic nexus
  • Transaction analysis including:
  • Product/service taxability
  • Review of up to 10 tax codes
  • Client must provide and identify customer exempt transactions
  • Lookback period of up to 4 prior years plus the current year

Registration Services

Tax CSA provides registration services as requested by the client, tailored to the specific registration type and jurisdiction. New registrations, changes, renewals and de-registrations:

  • Client will be required to complete an intake form and provide all necessary information for Tax CSA to complete the registration.
  • Client will pay for registration services in advance.
  • Should the state require a separate application fee or signature, Tax CSA will send the document to Client to complete and remit to the jurisdiction.
  • Secretary of State
  • Sales and Use Tax
  • Tobacco Permits / Licensing
  • Federal - Tobacco, PACT
  • Telecommunications, E911
  • Local jurisdiction registrations: Alabama, Alaska, Colorado, Idaho, Louisiana
  • If an issue is identified, Tax CSA will notify the client; however, if no issue is detected, any oversight remains the client’s responsibility.
  • The client must complete an intake form with the necessary information before the registration project can begin.
  • Tax CSA provides a weekly update on the status of the registration project.

Final Returns

  • Tax CSA either pulls data from Client’s tax technology platform or Client sends data to Tax CSA directly. Tax CSA prepares and files the final returns assuming login credentials are provided, OR Tax CSA can prepare paper returns which the Client can remit.

Voluntary Disclosure Agreement (VDA)

  • Client is responsible for completing the intake form and providing all necessary information, including any additional documentation, such as power of attorney, to enable Tax CSA to manage the VDA.
  • Client is responsible for providing accurate reporting data for specified VDA period.
  • Client is responsible for gathering exemption certificates and records for customers and transactions affecting the reporting data within the designated VDA period.
  • Client will be responsible for remitting any tax and interest due to the jurisdiction.
  • Client will be responsible for any license fees payable to the jurisdiction.
  • Tax CSA will initiate the VDA request, submit the relevant data for the specified period(s) to the jurisdiction on behalf of the client and manage sales and use tax registration for the applicable jurisdiction.
  • Client will be required to complete an intake form and provide all the information necessary in order for Tax CSA to complete the registration.
  • Should the state require a separate application fee or signature, Tax CSA will send the document to Client to complete and remit to the jurisdiction.

Fees and Expenses

  • Client shall compensate Tax CSA for the Services provided in this Service Agreement.
  • The fixed fee is subject to change requests and to Client meeting the obligations outlined in this Service Agreement. Work identified in a Change Request will not commence until the Change Request is fully executed.
  • Payment is due upon receipt of the Tax CSA invoice. If payment is not received, the project will be placed on hold until Tax CSA confirms receipt of payment.
  • Exhibit A supersedes the rest of the contract as it relates to all services tied to one-time fees.
  • If any part of the services outlined in the scope of work are not completed due to technical issues, suboptimal functionality or workflows, delays or any other circumstances beyond the reasonable control of Tax CSA, Client shall remain fully responsible for the payment of all services rendered.

Cancellation Policy

  • If the client cancels all or any portion of this contract after the project has commenced including, but not limited to, the initial consultation or kickoff call—a cancellation fee will apply. The cancellation fee shall be the lesser of $5,000 or 50% of the total contract value.
  • This fee is intended to cover time allocated, administrative efforts, opportunity costs and any expenses already incurred in connection with the project. "Commencement" is defined as any form of engagement following contract execution, including meetings, planning sessions or initiation of deliverables.
  • If a partial cancellation reduces the overall scope of the contract, the cancellation policy outlined above shall apply proportionally to the portion of the contract being cancelled.
  • In the case of a bundled product implementation, if cancellation results in only one product remaining under the contract, the pricing for that remaining product shall revert to its standard, non-bundled rate effective as of the date of the contract change.

Assumptions

  • Tax CSA services will commence within two (2) weeks of signature of this Service Agreement.
  • Services will be conducted during U.S. business hours (8 AM Eastern to 5 PM Pacific, Monday through Friday). This will depend on the time zone of the consultant handling your project.
  • No travel is required to the Client’s premises.
  • Client has purchased subscriptions for all required third party products.
  • Client is responsible for tax and certificate management policies, platform environments and third-party personnel or contracts.