General Terms and Conditions
All Services to be provided under this Agreement by VT Acquisition Co LLC, a Delaware limited liability company doing business as VerifyToday (“VerifyToday”) are subject to the following terms and conditions:
- Client Responsibilities: Client acknowledges that the ability of VerifyToday to provide accurate information and services which comply with state laws and procedures is dependent upon Client providing timely and accurate Data and taking prompt action. Client shall use best efforts to (a) maintain its Data in an accurate, complete and current manner, and to provide all Data to VerifyToday on a regular basis and completely, promptly and accurately, (b) notify VerifyToday in advance of changes or modifications to Data or other important facts and circumstances, or in the format of Client’s computer interface, and (c) attend state hearings and other meetings as appropriate to fulfill the responsibilities of Client as an employer and VerifyToday as a service provider hereunder.
- Term: The Agreement is effective as of the date of execution by Client (the “Effective Date”) for the initial term set forth in the Agreement (or if not specified above, for an initial term of one (1) year from the Effective Date) (the “Initial Term”) and shall thereafter automatically renew for successive one (1) year terms (“Successive Terms”), unless and until terminated in accordance with Section 3.
- Termination: Either party may terminate this Agreement (a) within the first 90 days following the Effective Date without penalty, (b) by providing the other party with written notice of termination at least ninety (90) days prior to the end of then-current term, with termination to be effective at the end of such term, (c) if the other party has materially breached the Agreement, provided that the party claiming breach must give the other party at least thirty (30) days’ prior written notice in which to cure the breach before terminating the Agreement, or (d) in the event of a substantial modification of a Service in accordance with Section 8. In the event Client terminates this the Agreement prior to the end of an agreement year, VerifyToday will calculate a monthly pro rata threshold for Unemployment Claims (as applicable) and Company will be responsible for a pro rata share of the excess claims for the agreement year in which such early termination becomes effective (“Unemployment Claims Workload Estimate”). The monthly pro rata threshold will be calculated by dividing the annual Unemployment Claims Workload Estimate above by 12. The monthly pro rata threshold for Unemployment Claims will then be multiplied by the number of completed months of the agreement year in which the termination becomes effective. The total of this calculation will represent the calculated pro rata threshold. If the total claims processed during the completed months of the terminated agreement year exceed the calculated pro rata threshold, Client will be responsible for payment of the claims in excess of such threshold. For the avoidance of doubt, this language does not give Company any additional right to terminate this Agreement.
- Payment Terms: Payment on invoices is due within thirty (30) days of receipt. Failure to pay an invoice within the aforementioned time period may result in a suspension of the Service for as long as any amounts owed thereunder remain outstanding. Payments not received within 45 days of invoice receipt will bear interest thereafter on the aggregate amount then-owed at the lower of (a) 1.5% per month or (b) the maximum amount of interest allowed under applicable law. Except to the extent that Client has provided an exemption certificate, direct pay permit or other such appropriate documentation, VerifyToday shall add to each invoice any sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes however designated that are properly levied by any taxing authority upon the provision of the Services, excluding, however, any state or local privilege or franchise taxes, taxes based upon VerifyToday net income and any taxes or amounts in lieu thereof paid or payable by VerifyToday as a result of the foregoing. All prices and payment shall be in U.S. dollars. VerifyToday reserves the right to charge additional and/or increased fees commensurate with changes to the scope of work to be performed. Should VerifyToday be required to correct the Data for Client, custom data conversion fees can be based on actual hours required at $185 per hour. VerifyToday will provide Client an estimate of time required and will obtain prior written approval before commencing work. In the event Client is paying for quarterly Services (rather than paying by claim) and the number of unemployment claims for a given quarter exceeds 10% of the estimated amount, the parties shall amend the agreement to include additional payment terms/amounts in respect of such excess.
- Exceptions and Reservations from Services: VerifyToday does not prepare federal or state tax returns for its clients and disclaims all responsibility for preparation thereof. At no time will VerifyToday render or be required to render, and nothing herein shall be construed to obligate or otherwise require VerifyToday to perform or otherwise pay for, any service that could be interpreted as the practice of law.
- Third Party Indemnification: Client shall indemnify, defend (or pay the cost of defense), and hold VerifyToday harmless from and against any losses, claims, actions, suits or proceedings (“Claims”) caused by, arising out of, resulting from or related to (a) the employment or termination of any of Client’s current, former or future employees or (b) the Data provided by Client and/or its affiliates in connection herewith, except, in each case, to the extent arising out of or resulting from the gross negligence or willful misconduct of VerifyToday.
- Ownership: All recommendations, suggestions and/or work product presented in writing to Client by VerifyToday in connection with all Services provided hereunder (including unemployment tax management services) are the sole and exclusive property of VerifyToday.
- Right to Modify: VerifyToday reserves the right to modify or amend the Services from time to time in its sole discretion. If the modification shall be a substantial change from the Service as described in its applicable “Services Description”, VerifyToday shall provide notice of the change to Client. A substantial change is a change which is inconsistent with the applicable Services Description to Client’ s detriment. By way of example, a change that does not degrade the functionality of the Service, such as a change for upgraded security of Data, is not a substantial change. Upon any such substantial change, Client may terminate the affected Service by notice given to VerifyToday within thirty (30) days after receiving notice of a modification to the Services Description, and termination shall be effective ninety (90) days after notice is provided unless the parties mutually agree to a different date. The absence of such termination shall constitute Client’s agreement to the modified Services Description.
- Disclaimers: VerifyToday shall use reasonable efforts to promptly correct any material defects and provide Client with technical support to assist with any material defects and/or errors in the Service. VerifyToday, at its sole discretion, will choose which method(s) it uses to provide support services to Client. Such efforts expressly exclude, and VerifyToday shall not provide for, any on-site training, on-site maintenance, or other support of any kind related to the Service. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VERIFYTODAY DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WRITTEN OR ORAL, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND VERIFYTODAY SPECIFICALLY DISCLAIMS ANY WARRANTY OF QUALITY, TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR ANY WARRANTY AS TO THE VALIDITY OF ANY PATENTS OR THE NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.
- Employment and Wage Verification Services: Providing employment and income verification of Client’s employees to (i) Client, (ii) employees of Client, and (iii) commercial, private, non-profit and governmental entities who wish to verify an employee’s employment and/or income (collectively, “Verifiers”).
- Using Client’s name in routine communications with Verifiers, to inform Verifiers of participation by clients in the Service in order to serve Client more efficiently and reduce calls to Client from Verifiers
- Providing verifications to relieve employers of the burden of employment and income verification obligations
- Providing verifications where the employee has applied for a benefit (such as a job application, qualification for social services assistance or a loan application) or has obtained a benefit and the Verifier is seeking to determine whether the employee is qualified to receive the benefit or is seeking to enforce obligations undertaken by the employee in connection with the benefit
- Providing verifications where the employee is obligated by federal, state or local law to provide the verification information to the Verifier
- Providing analytics, modeling and/or demographic studies that will not include any information that individually, or collectively, could be used to specifically identify either Client or Client’s employees
- Unemployment Claims Management Services: Designed to reduce unemployment costs by eliminating benefits paid on unemployment claims discovered to be invalid, reducing administrative errors, and applying tax savings strategies.
- Hearings representation (at Client’s election) in unemployment claim related matters (upon and following entry into a separate representation agreement)
- The processing of unemployment claims and hearings (up to hearing preparation, with optional representation)
- The analysis of unemployment compensation records
- The correction of discovered state agency errors
- Auditing of benefit charges on unemployment claims managed by VerifyToday
- The establishment of procedures to enable VerifyToday to process unemployment related forms
- The verification of unemployment benefits paid
- Provide activity reports on claims, separations, and charges
- An internet interface to provide separation data and for reporting
- Consultation regarding unemployment hearings
- Unemployment Tax Management Services
- The verification of annual tax rates issued, unless related to a merger, acquisition, or reorganization for which VerifyToday did not manage the tax notifications
- The calculation of voluntary contributions when permitted
- The forwarding of tax rate notices to third parties upon request of Client
- Pay-Per-Use Tax Services. The services listed below are additional services that can be used on as-needed basis. VerifyToday and Client shall negotiate and agree-upon the fee(s) for any such services upon Client’s request to perform one or more (there are no fees incurred until each service is performed):
- Tax Audit and Refund Recovery
- M&A Tax Planning and Compliance Filings
- Joint Account/Common Rating Analyses and Special Rating Strategies
- Rate Forecasting
- Registration and Closure Services:
- State or local income tax withholding registrations
- State unemployment tax account registrations
- Combined state income tax withholding and unemployment account registrations
- State or local income withholding account closures
- State unemployment tax account closure
SCHEDULE A – EMPLOYMENT & WAGE VERIFICATIONS
NOTICE TO DATA FURNISHERS
All furnishers of consumer reports must comply with all applicable regulations, including regulations promulgated after this notice was first prescribed in 2004. Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau’s website: www.consumerfinance.gov/learnmore.
NOTICE TO FURNISHERS OF INFORMATION: OBLIGATIONS OF FURNISHERS UNDER THE FCRA
The federal Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). These responsibilities are found in Section 623 of the FCRA, 15 U.S.C. 168ls-2. State law may impose additional requirements on furnishers. All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. The text of the FCRA is set forth in full at the Bureau of Consumer Financial Protection’s website at www.consumerfinance.gov A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document.
Section 623 imposes the following duties upon furnishers:
The banking and credit union regulators and the CFPB will promulgate guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. The regulations and guidelines issued by the CFPB will be available at www.consumerfinance.gov when they are issued. Section 623(e).
General Prohibition on Reporting Inaccurate Information
The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. Sections 623(a)(1)(A) and (a)(1)(C).
Duty to Correct and Update Information
If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. In addition, the furnisher must notify all CRAs that received the information of any corrections and must thereafter report only the complete and accurate information. Sections 623(a)(2).
Duties After Notice of Dispute from Consumer
If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B).
If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. Section 623(a)(3).
The federal banking and credit union regulators and the CFPB will issue regulations that will identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. Once these regulations are issued, furnishers must comply with them and complete an investigation within 30 days (or 45 days if the consumer later provides relevant additional infom1ation) unless the dispute is frivolous or irrelevant or comes from a “credit repair organization.” The CFPB regulations will be available at www.consumerflnance.gov/learnmore. Section 623(a)(8).
Duties After Notice of Dispute from Consumer Reporting Agency.
If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. The furnisher must:
- Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the Sections 623(b)(1)(A) and (b)(1)(B).
- Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide Section 623(b)(l)(C) and (b)(l)(D).
- Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days if the consumer later provides relevant additional information to the CRA). Section 623(b)(2)
- Promptly modify or delete the information or block its reporting. Section 623(b)(1)(E).
Duty to Report Voluntary Closing of Credit Accounts
If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnishes information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed.
Duty to Report Dates of Delinquencies
If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer’s file. Section 623(a)(5).
Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. Section 623(a)(5).
Duties of Financial Institutions When Reporting Negative Information
Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p), must notify consumers in writing if they may furnish or have furnished negative information to a CRA. Section 623(a)(7). The Consumer Financial Protection Bureau has prescribed model disclosures, 12 CFR Part 222, App. B.
Duties When Furnishing Medical Information
A furnisher whose primary business is providing medical services, products, or devices (and such furnisher’s agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. Section 623(a)(9). This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information.
Duties When ID Theft Occurs
All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. Section 623(a)(6). If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each consumer reporting agency of the correct information and must thereafter report only complete and accurate information. Section 623(a)(2). When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. Section 615(f).
The Consumer Financial Protection Bureau website, www.consumer:finance.gov/learnmore, has more information about the FCRA.
Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.:
15 U.S.C. 1681 Section 615 15 U.S.C. 1681m
Section 603 15 U.S.C. 1681a Section 616 15 U.S.C. 1681n
Section 604 15 U.S.C. 1681b Section 617 15 U.S.C. 1681o
Section 605 15 U.S.C. 1681c Section 618 15 U.S.C. 1681p
Section 605A 15 U.S.C. 1681c-1 Section 619 15 U.S.C. 1681q
Section 605B 15 U.S.C. 1681c-2 Section 620 15 U.S.C. 1681r
Section 606 15 U.S.C. 1681d Section 621 15 U.S.C. 1681s
Section 607 15 U.S.C. 1681e Section 622 15 U.S.C. 1681s-1
Section 608 15 U.S.C. 1681f Section 623 15 U.S.C. 1681s-2
Section 609 15 U.S.C. 1681g Section 624 15 U.S.C. 1681t
Section 610 15 U.S.C. 1681h Section 625 15 U.S.C. 1681u
Section 611 15 U.S.C. 1681i Section 626 15 U.S.C. 1681v
Section 612 15 U.S.C. 1681j Section 627 15 U.S.C. 1681w
Section 613 15 U.S.C. 1681k Section 628 15 U.S.C. 1681x
Section 614 15 U.S.C. 1681l Section 629 15 U.S.C. 1681y