Haven Sales Tax Services Agreement
Last Updated: 9/16/2024
Thank you for selecting us to assist with your sales tax services.
This Sales Tax Service Agreement (the “Sales Tax Agreement”) is between Haven Business Corporation (“Haven”, “we”, “our”, “us”) and each business that subscribes to the Sales Tax Service, as defined below (the “Company”, “you”, “your”).
This Sales Tax Agreement applies to our Sales Tax Service and operates in addition to the terms of the Haven Terms & Conditions. If there is an express conflict between this Sales Tax Agreement and the Haven Terms & Conditions, the terms of this Sales Tax Agreement control. Terms defined in the Haven Terms & Conditions and used in this Sales Tax Agreement without definition have the meaning given to them in the Haven Terms & Conditions.
The written Engagement Letter(s) executed by you and us, including any scope(s) of work appended thereto (the “Engagement Letter”) together with the Haven Terms & Conditions and this Sales Tax Agreement are referred to herein as the “Agreement”. The Effective Date of this Sales Tax Agreement is the date that the first Engagement Letter has been signed by both you and us. If the Engagement Letter contains additional terms and conditions, then those terms and conditions govern to the extent they conflict with any term and conditions in this Sales Tax Agreement.
The purpose of the Sales Tax Agreement is to establish the terms of our engagement and the Sales Tax Service we will provide.
1. Description of Service
The “Sales Tax Service” includes (a) Haven’s online sales transaction tracking and state sales tax preparation and submission services and related technologies, and (b) all software, data, reports, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Sales Tax Service are also subject to this Sales Tax Agreement.
2. Rights You Grant To Us
By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Haven through the Sales Tax Service, you expressly authorize Haven to access and use your account information on your behalf as your agent. Haven may use and store the content in accordance with this Sales Tax Agreement and our privacy policy. You represent that you are entitled to submit it to Haven for use for this purpose, without any obligation by Haven to pay any fees or be subject to any restrictions or limitations. You hereby authorize and permit Haven to use and store information submitted by you to accomplish the foregoing and to configure the Sales Tax Service so that it is compatible with the third party sites for which you submit your information. For purposes of this Sales Tax Agreement and solely to access and use the account information as part of the Sales Tax Service, you grant Haven a limited power of attorney, and appoint Haven as your attorney-in-fact and agent, to access third party sites, retrieve and use your information with the full power and authority to do and perform each thing necessary in connection with such activities, as you could do yourself. YOU ACKNOWLEDGE AND AGREE THAT WHEN HAVEN IS ACCESSING AND RETRIEVING ACCOUNT INFORMATION FROM THIRD PARTY SITES, HAVEN IS ACTING AS YOUR AGENT, AND NOT AS THE AGENT OF OR ON BEHALF OF THE THIRD PARTY THAT OPERATES THE THIRD PARTY SITE. Haven is not responsible for any payment processing errors or fees or other Sales Tax Service-related issues, including those issues that may arise from inaccurate account information.
3. Electronic Filing Services
By using the Sales Tax Service to prepare and submit your tax return, you consent to the disclosure to the appropriate state agency of all information relating to your use of the Sales Tax Service. You are responsible for providing Haven any necessary transaction data.
Haven may, but is not obligated to, store and maintain information that you provide to Haven. Haven is not required or obligated to provide you with copies of this information. If you require a copy of your tax return, you must contact the appropriate state agency.
You are responsible for maintaining sufficient funds in your bank account to pay your sales tax obligation. Should there be insufficient funds to cover the sales tax amount due, Haven will not be responsible for the filing of your sales tax return or remittance of amounts owed.
The completion of your tax return may vary due to technical problems with Haven’s systems, or where you have not provided all the necessary information requested by Haven or required to submit your tax return. For any of these or other reasons, Haven may not be able to submit your tax return in a timely manner, or at all. Haven reserves the right to refuse to make the Sales Tax Service available to you or to provide the Sales Tax Service to you for any reason in its discretion and, in such instances, will refund any fees for the Sales Tax Service paid by you to Haven.
4. Acknowledgement
You understand and agree that Haven is not a certified public accounting firm and does not provide services that would require a license to practice public accounting. You acknowledge that Haven is not a member of the American Institute of Certified Public Accountants (AICPA) and is not governed by any AICPA rules. You acknowledge that the Sales Tax Service provided by Haven merely involves the filing of sales tax returns based on information you provide. You agree that Haven does not have an obligation to independently verify the accuracy or completeness of any facts provided by you.
5. DISCLAIMER OF WARRANTIES
THE SALES TAX SERVICE IS PROVIDED ON AN “AS-IS” AND ON AN “AS-AVAILABLE” BASIS AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAVEN, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SALES TAX SERVICE, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THE HAVEN FILING GUARANTEE, HAVEN DOES NOT WARRANT THAT SALES TAX SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SALES TAX SERVICE, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HAVEN OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS SALES TAX AGREEMENT. YOU UNDERSTAND THAT HAVEN DOES NOT AUDIT OR OTHERWISE VERIFY ANY INFORMATION YOU PROVIDE, AND IS NOT RESPONSIBLE FOR ANY REJECTION OF YOUR TAX RETURN OR ANY RESULTING TAXES, PENALTIES OR INTEREST USING THE SALES TAX SERVICES. FURTHER, HAVEN SHALL NOT BE RESPONSIBLE FOR ANY TAXES, PENALTIES AND INTEREST THAT ARE ASSESSED AS THE RESULT OF INCORRECT, INCOMPLETE OR MISLEADING INFORMATION THAT YOU HAVE GIVEN TO HAVEN IN CONNECTION WITH YOUR PREPARATION OF YOUR TAX RETURN.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE OF SALES TAX SERVICES, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
6. Limitation of liability
THE CONSIDERATION WHICH WE ARE CHARGING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY THE PROVIDER ENTITIES OF THE RISK OF YOUR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL WE BE LIABLE TO ANYONE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF CUSTOMER DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, OR NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT. EXCEPT FOR AMOUNTS DUE TO US UNDER THIS AGREEMENT AND INDEMNITY OBLIGATIONS SET FORTH IN SECTION 7 BELOW, THE MAXIMUM LIABILITY OF EITHER PARTY TO ANY PERSON, FIRM OR CORPORATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, TORT, OR OTHERWISE, SHALL IN NO CASE EXCEED THE EQUIVALENT OF THE AMOUNT YOU PAID FOR THE NONCONFORMING SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM OR ONE HUNDRED U.S. DOLLARS, WHICHEVER IS GREATER.
7. Indemnification
You shall defend, indemnify and hold harmless Haven and their employees, officers, directors, consultants, representatives and agents from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and/or our provision of the Sales Tax Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of the Sales Tax Agreement that injures any third party, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the Sales Tax Services, of any intellectual property or other right of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.
8. Incorporation of Terms
This Agreement incorporates by reference the Haven Privacy Policy available at https://usehaven.com/privacy-policy/. This Agreement incorporates by reference Sections 1.9 – 1.11 (inclusive), 2, 4, 5, 6, 11, 12 and 13 of the Haven Terms & Conditions available at https://usehaven.com/terms-of-service/; if the same term is defined in this Agreement and the Haven Terms & Conditions in a different manner, the defined term in this Agreement shall apply to the respective Haven Terms & Conditions incorporated in this Agreement. The Haven Terms & Conditions Sections apply mutatis mutandis to the parties of this Agreement.