Subject to a duly executed Agreement or SOW, Alianza will serve as the Provider of Record on behalf of Customer. As the Provider of Record, Alianza shall serve as the government authorized provider of regulated and taxable communications services to Customer’s End-Users. In addition to all applicable Taxes, Alianza will charge Customer the following fees for Taxation system setup, provisioning, integration, and testing as well as all software and services related to being the Provider of Record. Both a Setup Fee and MRC (equal to a percentage of applicable retail revenue) are charged.
1. Alianza & Customer Responsibilities
a. Good Standing. As the Provider of Record, Alianza shall maintain all regulatory and tax registrations, filings, reporting, and remittances as required by law for the provision of End-User voice services.
b. Calculation. Subject to Section 3, below; Alianza will utilize End-User billing information provided by Customer (or its billing system) to calculate all applicable End-User Taxes. Alianza, as Provider of Record, shall be responsible for the determination of End-User Taxes based on the nature, price, and quantity of retail services sold to End-Users by Customer as determined by Alianza pursuant to the End-User billing information provided by Customer (or its billing system).
c. Notification. Alianza will notify Customer of each End-User account’s applicable Taxes in a format that is mutually agreeable to both Customer and Alianza.
d. Customer Invoicing. Alianza shall provide a separate monthly invoice to Customer (“Tax Recovery Invoice”). The Tax Recovery Invoice will identify the total Taxes and applicable Cost Recovery Surcharges from the prior month.
e. Remittance. As the Provider of Record, Alianza shall be responsible for remitting payment of all applicable voice service taxes, fees, and surcharges on Customer’s sale of End-User Services to End-Users that arise in any jurisdiction, including, without limitation, value-added, consumption, sales, use, gross receipts, excise, access, bypass, or other taxes, duties, fees, charges or surcharges (including, but not limited to Universal Service Fund and other regulatory fees) which are collected by Customer from End-Users. To the extent that Customer (or its End-User) claims an exemption from any Tax, Customer must provide a valid exemption in a form acceptable to Alianza.
f. Reconciliation and Audit. As the Provider of Record, Alianza shall be ultimately responsible for any audit performed by a governmental agency.
2. Customer Responsibilities
a. Identification of Provider of Record. Customer shall identify Alianza, Inc. (or other such related entity as determined exclusively by Alianza) as the communication Provider of Record to End-Users in all End-User service terms and conditions, as well as on End-User invoices.
b. End-User Information. Customer will provide timely reports to Alianza detailing each End-User, its respective service address and the respective retail amounts to be invoiced to each End-User for all applicable retail voice service revenue categories, including equipment rental (if applicable).
c. End-User Invoicing. Customer is solely responsible for invoicing End-Users all Taxes as calculated by Alianza. Alianza is not responsible for any errors committed by Customer or any third party (including software) in this process.
d. Payment for Surcharges. Customer will remit payment to Alianza for all Tax Recovery Invoices according to the payment terms outlined in the Agreement.
e. Truth-in-Billing. Customer warrants that they will comply with the Federal Communications Commission’s Truth-in-Billing rules. Customer will invoice End-User all taxes according to the breakout that Alianza provides of all the applicable taxes with the name and amount of each separate tax identified. Customer will indemnify and hold Alianza harmless for errors or omissions committed by Customer related to Truth-in-Billing rules.
f. Internal Reconciliation and Audit Assistance. Alianza reserves the right to annually perform reconciliation between Customer’s sales records (in its billing system) and Alianza’s Tax calculations based on such data. Alianza shall have the right to audit Customer’s billing system and all related records upon reasonable notice at Customer’s sole expense.
g. External Reconciliation and Audit Assistance. Customer agrees to provide all reasonably requested and required assistance in defense of Alianza’s remittance of Taxes on Customer’s behalf to governmental agencies. Customer must cooperate with Alianza and provide full access to all requested billing and sales records in the event of an audit or inquiry from any state, local, or federal tax or regulatory agency (including but not limited to timely providing copies of customer invoices, billing reports, and other documents, as well as generally providing assistance and responses to auditor/regulator inquiries or inquiries from Alianza designed to facilitate the audit/inquiry process) at Customer’s sole expense.
If Customer fails to fulfill any of its obligations in such a way that impedes Alianza from fulfilling its obligations related to being the Provider of Record, and such failures are not cured within 10 business days of notice by Alianza, Alianza may terminate this Provider of Record Service Schedule or this Agreement in its entirety.