Client understands that Synergi is being engaged to identify, calculate, and invoice Client for all federal tax credits and State tax credits and incentives. Client will pay invoices according to the terms of the Agreement. If Client has taken past tax credits and does not want Synergi to pursue certain credits, Client must notify Synergi via email or letter of tax credits the Client is already taking. Or Client may provide a copy of its tax returns or tax forms 5884, 5884-A, 8844, 8845, 8861 and 8846 for the Client's previous 3 years of business within 5 business days of the Contract date by Certified Mail. By providing the returns or tax forms, Synergi can determine credits the Client may have already filed. Failure to provide information outlined above will obligate Client to be responsible for payment on all credits identified by Synergi.
FEE REFUNDS. Synergi will refund any portion of the fee attributable to credits or incentives which are ultimately disallowed by the appropriate taxing authority, provided Synergi is given the opportunity to defend the correctness of the claimed incentive or credit.
CUSTOM DEVELOPMENT. Synergi offers custom web development at a rate of $95 per hour.
ACCESS & DATA. Client grants Synergi reasonable limited access, for the duration of the Agreement, to data necessary to perform the Services (the "Client Data"). All Client Data provided to Synergi shall be deemed Confidential Information.
If Client does not provide payroll data at the frequency agreed to below, Client will be billed $200 for each WOTC certification Synergi has received from the State Certification Agency in the States the Client has locations.
Frequency of payroll provided will be monthly.
Should Synergi be required to correct the data for Client, custom data conversion fees will be based on actual hours required at $150 per hour. Synergi will provide Client an estimate of time required and will obtain prior written approval before commencing work
INDEMNIFICATION BY CLIENT. Client agrees to indemnify, defend and hold harmless Synergi, including its directors, officers, employees and agents, from and against all losses, suits, claims, damages (consequential or otherwise), demands, causes of action, liabilities, fines, penalties, costs or expenses (including reasonable attorney's fees and other costs of defense) of whatever kind or nature.
LIMITATION OF LIABILITY. EXCLUDING DAMAGES, COSTS AND EXPENSES ARISING FROM INDEMNIFICATION, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR OTHER SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, REGARDLESS OF HOW CAUSED OR THE THEORY OF LIABILITY. THIS LIMITATION SHALL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
NOTICES. Any notice required or permitted under this Agreement will be deemed to have been given when personally delivered, deposited with a nationally recognized courier or sent by registered or certified US mail, return receipt requested, postage prepaid, to the other Party at the address set forth at the beginning of this Agreement.
MISCELLANEOUS. From time to time, and in connection with providing certain types of credits and incentives, Synergi may use a subcontractor.
This Contract shall be governed by the laws of the State of South Carolina and both parties agree and consent to the jurisdiction of the state and/or the federal courts of the State of South Carolina for determination of disputes between them. The Client also agrees that this Agreement constitutes the entire understanding between the parties and may only be modified in writing with the mutual consent of both parties. Synergi and the Client have executed this Service Agreement on the date hereafter given.