Contracts
- Service-Specific Supplemental Terms
- Avalara 1099 and W9
- Avalara for Small Business
- Avalara Tax Content
- AvaTax for Insurance
- AvaTax
- Beverage Alcohol
- CertCapture
- Compliance Document Management
- Communications
- DAVO by Avalara Software End User License Agreement
- E-Invoicing and Live Reporting and Electronic Data Interchange
- Energy and Tobacco
- Energy Pro
- Extractor
- Fiscal Representation
- Fiscal Representation for Insurance
- IOSS Intermediary
- Licensing for Hospitality
- License Managed Services
- License Management
- License Management for Accountants
- License Services
- Managed Returns for Accountants
- Managed Returns For Insurance
- Managed Tariff Code Classification
- Managed VAT Reporting
- MatrixMaster
- MyLodge Tax
- Point-of-Sale
- Property Tax
- Returns
- Returns for Accountants
- Returns for Small Business
- Self-Serve Tariff Code Classification
- SST and CSP Returns
- Support
- Tax Category Classification
- Tax Research
- VAT Reporting
Service-Specific Supplemental Terms
Effective November 1, 2023
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Service-Specific Supplemental Terms linked below. By accessing or using a service governed by Service-Specific Supplemental Terms, you also agree to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
Effective October 27, 2023 to November 1, 2023
DownloadTable of Contents
Some Services may be subject to additional terms specific to that service as set forth in the Product-Specific Supplemental Terms linked below. By accessing or using a service governed by Product-Specific Supplemental Terms, you also agree to the applicable Product-Specific Supplemental Terms. Product-Specific Supplemental Terms for services that Customer does not purchase or use do not apply to Customer.
| Product |
| 1099 |
| Avalara 1099 |
| AvaTax |
| AvaTax |
| Beverage Alcohol |
| Avalara Licensing for Beverage Alcohol |
| Avalara Product Registration for Beverage Alcohol |
| Avalara Returns for Beverage Alcohol |
| Compliance Document Management Services |
| CertCapture |
| Exemption Certificate Management Essentials/Pro/Enterprise |
| Exemption Certificate Management System (formerly a TTR offering) |
| CloudConnect |
| CloudConnect |
| Communications |
| Avalara for Communications |
| Cross-Border |
| Avalara Cross-Border Estimated |
| Avalara Self-Serve Tariff Code Classification |
| Avalara Managed Tariff Code Classification |
| Customer Support |
| Assisted Support |
| Managed Support |
| One-time Managed Setup |
| Energy and Tobacco |
| Avalara AvaTax for Energy (formerly known as AvaTax Excise) |
| Avalara AvaTax for Energy Pro (formerly known as AvaTax Excise Pro) |
| Avalara AvaTax for Tobacco (formerly known as AvaTax Excise) |
| Avalara Returns for Energy (formerly known as Avalara Returns Excise Enterprise) |
| Avalara Returns for Energy Pro (formerly known as Avalara Returns Excise Pro) |
| Avalara Returns for Tobacco (formerly known as Avalara Returns Excise Enterprise) |
| Extractors |
| Extractors |
| Insurance |
| AvaTax for Insurance |
| Fiscal Representation for Insurance |
| Managed Returns for Insurance |
| Licenses |
| Avalara Licensing for Hospitality |
| Avalara License Managed Services |
| Avalara License Management |
| Avalara License Management for Accountants or ALMA |
| Avalara License Guidance |
| Avalara Sales Tax Registration |
| Avalara License Preparation |
| Avalara License Filing |
| Managed Tax Category Classification and MatrixMaster |
| Managed Tax Category Classification (formerly known as AvaTax Mapping) |
| MatrixMaster |
| Point-of-Sale |
| Avalara Tax Content (formerly known as Avalara Content Generation for POS Service or Avalara CGPOS) |
| POS Service |
| Product Suites |
| Avalara for Small Business |
| Property Tax |
| Avalara Property Tax for Accountants |
| Avalara Property Tax for Enterprise |
| Avalara Property Tax Returns Pro |
| Returns |
| Avalara Managed Returns for Accountants |
| Avalara Returns |
| Avalara Returns for Accountants |
| Avalara Returns for Hospitality |
| Avalara Returns for Small Business |
| Streamlined Sales Tax & Certified Service Provider Program |
| Tax Research |
| Avalara Tax Research |
| Avalara Tax Research for Insurance |
| Avalara Tax Research for Accountants |
| Transfer Pricing |
| Avalara Transfer Pricing Reports for Accountants |
| Avalara Transfer Pricing Reports for Accountants |
| Value-Added Tax (VAT) |
| Avalara e-Invoicing, Avalara Live Reporting, and Avalara Electronic Data Interchange Supplemental Terms |
| Avalara Fiscal Representation |
| Avalara IOSS Intermediary |
| Managed VAT Reporting (formerly known as Managed Returns Service) |
| VAT Reporting |
Avalara 1099 and W9
Effective November 1, 2023
DownloadTable of Contents
These Avalara 1099 & W9 Service-Specific Supplemental Terms (“1099 Terms”) govern Customer’s purchase and use of Avalara 1099 & W9 and other Services available on the Track1099 by Avalara website. These 1099 Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these 1099 Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Client” means a client of Customer.
- “Client Data” means an information uploaded to the Service by Customer or Customer's Authorized Users relating to Customer's Clients. Customer Data includes Client Data.
- “Filing Agency” means a filing agency to which Avalara will file on behalf of the Customer.
- “Recipient” means any person or entity, other than a Filing Agency, Client, or Customer, sent a form through the Service by the Customer.
- “Recipient Data” means any information uploaded to the Service by Customer or Customer's Authorized Users relating to a Recipient. Customer Data includes Recipient Data.
- “Client” means a client of Customer.
- Use of the Services. Customer is authorized to use the Service solely for Customer’s internal business operations. If the Customer is in the business of providing accounting or advisory services as part of its standard offerings, internal business operations may include the preparation and filing of forms for Clients. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (to the applicable Client), worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business operations in connection with the specific request for which it was provided.
- Authorization. Customer authorizes Avalara, on Customer’s behalf, to perform TIN matching as requested and to file 1099-series, 1095-B, 1095-C, W-2, 1042-S, T4A, and other forms as applicable. Customer also authorizes Avalara to interact with appropriate authorities and other third parties on Customer’s behalf for validation, filing, and status retrieval purposes related to the Service. Customer understands that Avalara will not interact with regulatory agencies on behalf of Customer or Clients for any other purpose.
- Customer Responsibilities. In addition to the responsibilities in the Terms, Customer shall: (i) verify the filing status of each form filed on Customer’s behalf by Avalara; (ii) ensure the Recipient received all necessary forms, and if not, transmit such forms to the Recipient; and (iii) promptly correct any errors in the forms. Customer shall download and save records as necessary to maintain its own records separate from the Service and shall not use the Service for general archiving or back-up purposes. Customer shall only request TIN matching for income subject to backup withholding on Forms 1009-B, DIV, INT, MISC, NEC, OID, 1099-K, G and/or PATR. Customer affirms that all of the information entered into the Service for the purposes of submission, including to the Internal Revenue Service, Canadian Revenue Agency, and/or Social Security Administration, is true and accurate, to the best of Customer’s knowledge.
- Use of Services for Clients. Customer is solely responsible for properly setting up, configuring, and maintaining Customer’s profile in order to use the Service for the benefit of Customer’s Clients, including, for each Client, (i) any information needed by Customer to use the Service on behalf of Customer’s Clients; (ii) the preparation, content, accuracy, and review of any forms that Customer prepares using the Service; and (iii) the timely filing of any forms, including any late filings due to unavailability of the Service. Customer represents and warrants that it has the right to upload Client Data and Recipient Data to the Service.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara against any Losses arising from a third-party claim that results from Customer’s use of the Service for a Client (except for third-party claims for Infringement or arising solely from Avalara’s breach of the Agreement or Applicable Law).
- Trial Use. Certain subscription Services may provide the option for a trial usage. If Customer is not satisfied with such Service, during the Initial Subscription Term only, Customer may terminate its subscription by declining to provide payment information.
- Deviations from the Terms.
- Planned Downtime. Avalara may elect not to provide notice of planned downtime.
- Automatic Upgrades and Overages. If Customer purchased the Service through the Track1099 by Avalara website, Customer cannot use more forms than it has paid for. If Customer purchased through an assisted sales process and Customer exceeds the number of forms included in Customer’s subscription, Customer will be charged for any additional forms at the per-form overage price specified on the applicable Order Document unless Customer upgrades to a higher usage tier.
- One-Time Services. Some Services offered on the Track1099 by Avalara website are one-time Services. Provisions in the Terms specifically applicable to subscription Services do not apply. Unless otherwise specified, the Initial Subscription Term expires when Avalara has performed all its Service obligations hereunder and will not automatically renew.
- Indemnification. Sections 10(a)(2) and 10(a)(3) (Indemnification by Avalara) do not apply to purchases made through the Track1099 by Avalara website.
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last Updated May 1, 2023.
These Avalara 1099 Product-Specific Supplemental Terms (“1099 Terms”) govern Customer’s purchase and use of Avalara 1099 and other Services available on the Track1099 by Avalara website. These 1099 Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these 1099 Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Client” means a client of Customer for which Customer uses the Service.
- “Client Data” means Customer Data uploaded to the Service by Customer relating to a Client.
- “Filing Agency” means a filing agency to which Avalara will file on behalf of the Customer.
- “Recipient” means any person or entity, other than a Filing Agency, Client, or Customer, sent a form through the Service by the Customer.
- “Recipient Data” means Customer Data uploaded to Track1099 by Customer relating to a Recipient.
- “Client” means a client of Customer for which Customer uses the Service.
- Use of the Services. Customer is authorized to use the Service solely for Customer’s internal business operations. If the Customer is in the business of providing accounting or advisory services as part of its standard offerings, internal business operations may include the preparation and filing of forms for Clients. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (to the applicable Client), worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business operations in connection with the specific request for which it was provided.
- Authorization. Customer authorizes Avalara, on Customer’s behalf, to perform TIN matching as requested and to file 1099-series, 1095-B, 1095-C, W-2, 1042-S, T4A, and other forms as applicable. Customer also authorizes Avalara to interact with appropriate authorities and other third parties on Customer’s behalf for validation, filing, and status retrieval purposes related to the Service. Customer understands that Avalara will not interact with regulatory agencies on behalf of Customer or Clients for any other purpose.
- Customer Responsibilities. In addition to the responsibilities in the Terms, Customer shall: (i) verify the filing status of each information return or filing filed on Customer’s behalf by Avalara; (ii) ensure the Recipient received all necessary forms, and if not, transmit that information to the Recipient; and (iii) promptly correct any errors in information. Customer shall download and save records as necessary to maintain its own records separate from the Service and shall not use the Service for general archiving or back-up purposes. Customer authorizes Avalara to perform TIN matching. Customer shall only request TIN matching for income subject to backup withholding on Forms 1009-B, DIV, INT, MISC, NEC, OID, 1099-K, G and/or PATR. Customer affirms that all of the information entered into the Service for the purposes of submission, including to the Internal Revenue Service, Canadian Revenue Agency, and/or Social Security Administration, is true and accurate, to the best of Customer’s knowledge.
- Trial Use. Certain subscription Services may provide the option for a trial usage. If Customer is not satisfied with such Service, during the Initial Subscription Term only, Customer may terminate their subscription by declining to provide payment information.
- Use of Services for Clients. Customer is solely responsible for properly setting up, configuring, and maintaining Customer’s profile in order to use the Service for the benefit of Customer’s Clients, including, for each Client; (i) information Customer needs to use the Service on behalf of Customer’s Clients; (ii) the preparation, content, accuracy, and review of informational documents or other filings that Customer prepares using the Service; and (iii) the timely filing of any informational documents or other filings, including any late filings due to unavailability of the Service. Customer represents and warrants that it has the right to upload Client Data and Recipient Data to the Service.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara against any Losses arising from a third-party claim that results from Customer’s use of the Service for a Client (except for third-party claims for Infringement or arising solely from Avalara’s breach of the Agreement or Applicable Law).
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to any third party, including Clients or Recipients.
- Deviations from the Terms.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Planned Downtime. Avalara may elect not to provide notice of planned downtime.
- Automatic Upgrades and Overages. If Customer purchased through the Track1099 by Avalara website, Customer cannot use more forms than it has paid for. If Customer purchased through an assisted sales process and Customer exceeds the number of Reports included in Customer’s subscription, Customer will be charged for any additional Reports at the per-Report overage price specified on the applicable Order Document unless Customer upgrades to a higher usage tier.
- One-Time Services. Some Services offered on the Track1099 by Avalara website are one-time Services. Provisions in the Terms specifically applicable to subscription Services do not apply. Unless otherwise specified, the Initial Subscription Term expires when Avalara has performed all its Service obligations hereunder and will not automatically renew.
- Indemnification. Sections 10(a)(2) and 10(a)(3) (Indemnification by Avalara) do not apply to purchases made through the Track1099 by Avalara website.
Avalara for Small Business
Effective November 1, 2023
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These Avalara for Small Business Service-Specific Supplemental Terms (these “ASB Terms”) govern Customer’s purchase and use of Avalara for Small Business (“ASB”). These ASB Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ASB Terms and not defined have the meanings given in the Terms.
- Suite of Services. Avalara for Small Business is a suite of four Avalara Services: AvaTax, Returns for Small Business, Avalara License Guidance, and Exemption Certificate Management Essentials. Each of these component Services may have additional service-specific supplemental terms that apply (see the Service-Specific Supplemental Terms for more information). Customer’s purchase level and available usage for each component Service is set forth in Customer’s Order Document, which includes websites or user interfaces used to purchase Avalara’s services.
- Limitations. For clarification, as stated in Section 2(a) of the Terms, ASB is available for Customer’s internal business operations only. Customer shall not use ASB to provide services to third parties. For instance, tax preparers may not use ASB to prepare tax returns for their clients.
- Termination. Customer may terminate ASB immediately upon notice to Avalara. No further fees will be charged to Customer. Any unused prepaid fees will not be refunded. Avalara may terminate Customer’s subscription to ASB upon 30 days’ prior written notice.
- Automatic Upgrades and Overages. Customer’s purchase of Avalara for Small Business may be subject to both upgrade and overage fees, depending on how Customer uses the Services.
- Automatic Upgrades. If Customer upgrades ASB, then the Subscription Term immediately terminates and a new Subscription Term begins at the upgraded level at the then-current rate for that tier. Upon upgrade, Avalara will charge Customer’s payment information on file for the first month of the new Subscription Term (any unused prepaid fees will not apply to the upgrade). Customer’s subscription will automatically upgrade to the next tier if Customer’s use of AvaTax exceeds the subscription tier unless Customer opts out of automatic upgrades. Notwithstanding the foregoing, once Customer’s use of AvaTax reaches 5,000 Transactions, Customer’s ASB subscription will not be upgraded, and all further usage will be charged as overages.
- Overages. Avalara will charge overage fees for Customer’s use of Returns for Small Business and Exemption Certificate Management Essentials if Customer’s usage exceeds Customer’s ASB tier, but Customer will not be upgraded to the next tier of ASB as a result of any such overages.
Effective October 28, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after April 1, 2022.
Table of Contents
Last updated April 1, 2022
These Avalara for Small Business Product-Specific Supplemental Terms (these “ASB Terms”) govern Customer’s purchase and use of Avalara for Small Business (“ASB”). These ASB Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ASB Terms and not defined have the meanings given in the Terms.
- Suite of Services. Avalara for Small Business is a suite of four Avalara Services: AvaTax, Returns for Small Business, Avalara License Guidance, and Exemption Certificate Management Essentials. Each of these component Services may have additional supplemental terms that apply (see Section 15 (Supplemental Terms) of the Terms for more information). Customer’s purchase level and available usage for each component Service is set forth in Customer’s Order Document, which includes websites or user interfaces used to purchase Avalara’s services.
- Limitations. For clarification, as stated in Section 2 (a) of the Terms, ASB is available for Customer’s internal business operations only. Customer shall not use ASB to provide services to third parties. For instance, tax preparers may not use ASB to prepare tax returns for their clients.
- Termination. Customer may terminate ASB immediately upon notice to Avalara. No further fees will be charged to Customer. Any unused prepaid fees will not be refunded. Avalara may terminate Customer’s subscription to ASB upon 30 days’ prior written notice.
- Automatic Upgrades and Overages. Customer’s purchase of Avalara for Small Business may be subject to both upgrade and overage fees, depending on how Customer uses the Services.
- Automatic Upgrades. If Customer upgrades ASB, then the Subscription Term immediately terminates and a new Subscription Term begins at the upgraded level at the then-current rate for that tier. Upon upgrade, Avalara will charge Customer’s payment information on file for the first month of the new Subscription Term (any unused prepaid fees will not apply to the upgrade). Customer’s subscription will automatically upgrade to the next tier if Customer’s use of AvaTax exceeds the subscription tier unless Customer opts out of automatic upgrades. Notwithstanding the foregoing, once Customer’s use of AvaTax reaches 5,000 Transactions, Customer’s ASB subscription will not be upgraded, and all further usage will be charged as overages.
- Overages. Avalara will charge overage fees for Customer’s use of Returns for Small Business and Exemption Certificate Management Essentials if Customer’s usage exceeds Customer’s ASB tier, but Customer will not be upgraded to the next tier of ASB as a result of any such overages.
Avalara Tax Content
Effective November 1, 2023
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These Avalara Tax Content Service-Specific Supplemental Terms (“ATC Terms”) govern Customer’s use of Avalara Tax Content (formerly Avalara Content Generation for Point of Sale). These ATC Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ATC Terms and not defined shall have the meaning given in the Terms.
- Customer Obligations. Customer is responsible for configuring the Account in accordance with the Documentation, including, for example, frequency of updates, Customer's Locations, and Customer's products. "Location" means the physical location where Customer has one or more point-of-sale devices installed and configured to use Avalara Tax Content. Customer may send its offline tax calculations to the Account via batch API calls, as described in the Documentation, not to exceed 75,000 API calls per Location in a Subscription Term.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara Tax Content subscription will not be automatically upgraded to the next highest subscription tier.
AvaTax for Insurance
Effective November 1, 2023
DownloadTable of Contents
These AvaTax for Insurance Service-Specific Supplemental Terms (“AFI Terms”) govern Customer’s purchase and use of AvaTax for Insurance and Additional Services. These AFI Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used and not defined in these AFI Terms have the meanings given in the Terms.
- Definitions.
- “Additional Services” means those services ancillary to AvaTax for Insurance that are subject to additional fees as described in an Order Document.
- “AvaTax for Insurance” means the Service for calculating insurance taxes on insurance products.
- The Services.
- Customer Responsibilities. Customer is responsible for the system configuration unless otherwise provided in an Order Document. Customer shall: (i) perform the necessary tasks and provide the required items and resources related to system configuration that Avalara may reasonably request and (ii) provide all necessary co-operation and information as may be reasonably required by Avalara in order to provide AvaTax for Insurance and Additional Services.\
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Transaction Usage. Fees for usage of AvaTax for Insurance are based on the number of Transactions used in AvaTax for Insurance by Customer. Avalara will charge a number of “Transactions” used each day equal to the number of API calls to the tax calculation service recorded. The number of Transactions will be measured on a daily basis. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- Deviations from the Terms.
- No Automatic Upgrade. Customer’s AvaTax for Insurance subscription will not be automatically upgraded to the next highest subscription tier.
Effective October 28, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These AvaTax for Insurance Product-Specific Supplemental Terms (“AFI Terms”) govern Customer’s purchase and use of AvaTax for Insurance and Additional Services. These AFI Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used and not defined in these AFI Terms have the meanings given in the Terms.
- Definitions.
- “Additional Services” means those services ancillary to AvaTax for Insurance that are subject to additional fees as described in an Order Document.
- “AvaTax for Insurance” means the Service for calculating insurance taxes on insurance products.
- The Services.
- Customer Responsibilities. Customer is responsible for the system configuration unless otherwise provided in an Order Document. Customer shall: (i) perform the necessary tasks and provide the required items and resources related to system configuration that Avalara may reasonably request and (ii) provide all necessary co-operation and information as may be reasonably required by Avalara in order to provide AvaTax for Insurance and Additional Services.\
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Transaction Usage. Fees for usage of AvaTax for Insurance are based on the number of Transactions used in AvaTax for Insurance by Customer. Avalara will charge a number of “Transactions” used each day equal to the number of API calls to the tax calculation service recorded. The number of Transactions will be measured on a daily basis. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- Deviations from the Terms.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- No Automatic Upgrade. Customer’s AvaTax for Insurance subscription will not be automatically upgraded to the next highest subscription tier.
AvaTax
Effective November 1, 2023
DownloadTable of Contents
These AvaTax Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax, AvaTax add-on products and features, and other Services that may require an AvaTax Account. These AvaTax Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AvaTax Terms and not defined shall have the meaning given in the Terms.
- AvaTax.
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- The number of Documents recorded; or
- The number of API calls to the tax calculation service recorded, divided by 10.
In addition to the Transactions counted under (i) or (ii) above, every 10 API calls to the address validation service, other than API calls that are specifically associated with a tax calculation, will count as one Transaction. The number of Transactions used will be measured daily. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- Document Calculations. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax by Customer. Documents include, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of AvaTax, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax, except for records on which no tax is calculated solely because the Customer has configured AvaTax to not calculate tax because the Customer does not have nexus in that jurisdiction. For purposes of calculating Document usage, each Document is assumed to have 35 or fewer invoice lines. If the ratio of invoice lines per Document exceeds 35/1 in any day, the number of Documents counted for that day will be the total number of invoice lines in that day divided by 35.
- International Tax Transaction Calculations. Avalara will count any Documents or API calls where the ship-from and ship-to addresses are in different countries as “International Tax Transactions.” International Tax Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
- AvaTax Account Usage Tier. Certain add-on products and features and other Services accessed through Customer’s AvaTax Account may require the same usage tier.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document or API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer (“AvaTax Content License”).
- Transaction Calculations. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- AvaTax Data Storage.
- Included Storage. AvaTax includes access to stored transaction data (i) for customers who have AvaTax subscriptions but not subscriptions for Avalara Managed Returns for Accountants, Avalara Returns, Avalara Returns for Accountants, or Avalara Returns for Small Business (“Returns Services), for the current and previous calendar years; and (ii) for customers who have an AvaTax subscription plus subscriptions to any Returns Services, for the current and previous four calendar years.
- Extended Storage. Avalara will charge a fee for access to older transaction data. Fees for access to older transaction data are based on the number of “Stored Documents” recorded prior to the previous calendar year for AvaTax customers and prior to the previous four calendar years for AvaTax and Returns Services customers. Avalara will charge the number of Stored Documents equal to the greater of (i) the number of Documents recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells access to Stored Documents in increments of 25,000 (each increment, a “Storage Unit”). For Customers who have cancelled all subscriptions and need access only, Avalara Data Storage includes access to all transaction data.
- AvaTax Accuracy Guarantee. Avalara provides a guarantee of the accuracy of U.S. sales tax calculation results provided by AvaTax (the “Accuracy Guarantee”) under the following terms:
- If Customer suffers a negative audit finding that results in financial loss due to an incorrect sales or use tax calculation result returned by AvaTax, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales or use taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted; or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
- The following limitations apply to the Accuracy Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
- Customer must provide notice to Avalara no later than the earlier of either: (1) 10 days after the taxing authority’s finding of a negative audit assessment; or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
- For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, or any other one-time fees, and payments under this Accuracy Guarantee are subject to the limitations in the Terms (e.g., Section 12(b) (Limitation of Liability)).
- If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
- Avalara shall make the Accuracy Guarantee payment to Customer after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
f. The Accuracy Guarantee only applies to sales tax calculation results provided by the AvaTax Service after October 15, 2015. Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- AvaTax Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to AvaTax by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer’s termination rights under this Section 4 (AvaTax Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for AvaTax.
- Add-On Products and Features.
- Age Verification for Beverage Alcohol. “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
- Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Fees for usage of Age Verification are based on Customer’s usage of Age Verification. Avalara reserves the right to bill Customer a monthly minimum Age Verification fee (“Minimum Age Verification Fee”).
- Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Age Verification (i) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Age Verification to take any “adverse action,” as that term is defined in the FCRA; (ii) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (iii) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) (“GLBA”); (iv) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Age Verification; or (v) in violation of such other future legislation that Avalara determines limits the use of Age Verification.
- Review. For so long as Customer is receiving Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of the Agreement as it relates to Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
- Third Party Data Providers. Customer acknowledges that the provision of Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third-party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Age Verification subscription term.
- Deviations from the Terms. For Age Verification for Beverage Alcohol:
- Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
- AvaTax Cross-Border.
- Customs Transactions. If Customer records an International Tax Transaction (defined in Section 1(c) (International Tax Transaction Calculations)) that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
- Estimated Customs Transactions. If Customer configures AvaTax Cross-Border to provide estimated customs charges based on Customer’s item description in lieu of providing a full country-specific tariff code, Avalara will identify a set of probable harmonized system (HS) codes for duty and import tax calculation using a Customer-configurable strategy (for example, a minimum/maximum/average approach). Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Calculations) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority.
- Cross-Border Estimated.
- Customer shall provide Avalara with a valid country-specific HS code per line item to calculate customs duties.
- If Customer does not provide a valid HS code for an item in an API call to the Service, (i) Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, a min/max/avg approach); or (ii) Customer shall provide a sufficient natural-language description for each item and the information specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service.
- Fees for Cross-Border Estimated are based on the number of individual API calls to Cross-Border Estimated.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Deviations from the Terms. For Cross-Border Estimated:
- No Automatic Upgrade. Customer's Cross-Border Estimated subscription will not be automatically upgraded to the next highest subscription tier.
- Edge for AvaTax. “AEA” means Avalara’s AvaTax software provisioned to Customer by Avalara.
- Pricing. Customer must subscribe to AvaTax to use AEA. Customer’s AEA usage tier must be the same as Customer’s AvaTax usage tier, and usage of AEA will be charged against Customer’s AvaTax subscription.
- Deviations from the Terms. For AEA:
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to AEA.
- Shipping Verification for Beverage Alcohol. “Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including for a future shipping date. Customer may not use determinations for any purpose other than checking its own beverage alcohol shipping compliance.
- Age Verification for Beverage Alcohol. “Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These AvaTax Product-Specific Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax, AvaTax add-on products and features, Avalara Tax Content, and other Services that may require an AvaTax Account. These AvaTax Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AvaTax Terms and not defined shall have the meaning given in the Terms.
- AvaTax Transaction Calculations.
- Transaction Usage. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- The number of Documents recorded; or
- The number of API calls to the tax calculation service recorded, divided by 10.
In addition to the Transactions counted under (i) or (ii) above, every 10 API calls to the address validation service, other than API calls that are specifically associated with a tax calculation, will count as one Transaction. The number of Transactions used will be measured daily. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
- The number of Documents recorded; or
- Document Definition. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax by Customer. Documents include, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of AvaTax, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax, except for records on which no tax is calculated solely because the Customer has configured AvaTax to not calculate tax because the Customer does not have nexus in that jurisdiction. For purposes of calculating Document usage, each Document is assumed to have 35 or fewer invoice lines. If the ratio of invoice lines per Document exceeds 35/1 in any day, the number of Documents counted for that day will be the total number of invoice lines in that day divided by 35.
- Global Transactions.
- International Tax Transactions. If Customer records any Documents or API calls for which the ship-from and ship-to addresses are in different countries, Avalara will count such Documents or API calls as “International Tax Transactions.” International Tax Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
- Customs Transactions. If Customer records an International Tax Transaction that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
- Estimated Customs Transactions. If Customer configures AvaTax and Customs Transactions to provide estimated customs charges based on Customer’s item description in lieu of providing a full country-specific tariff code, Avalara will identify a set of probable harmonized system (HS) codes for duty and import tax calculation using a Customer-configurable strategy (for example, a minimum/maximum/average approach). Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority.
- AvaTax Account Usage. Certain add-on products and features and other Services accessed through Customer’s AvaTax Account may require the same usage tier.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document or API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer (“AvaTax Content License”).
- Transaction Usage. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
- AvaTax Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to AvaTax by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer’s termination rights under this Section 2 (AvaTax Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for AvaTax.
- Avalara Data Storage - AvaTax.
- Included Storage. AvaTax includes access to stored transaction data (i) for customers who have AvaTax subscriptions but not subscriptions for Avalara Managed Returns for Accountants, Avalara Returns, Avalara Returns for Accountants, or Avalara Returns for Small Business (“Returns Services”), for the current and previous calendar years; and (ii) for customers who have AvaTax subscriptions plus subscriptions to any Returns Services, for the current and previous four calendar years.
- Extended Storage. Avalara will charge a fee to access older transaction data. Fees for access to older transaction data are based on the number of “Stored Documents” recorded prior to the previous calendar year for AvaTax customers and prior to the previous four calendar years for AvaTax plus Returns Services customers. Avalara will charge the number of Stored Documents equal to the greater of (i) the number of Documents recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells access to Stored Documents in increments of 25,000 (each increment, a “Storage Unit”). For Customers who have cancelled all subscriptions and need access only, Avalara Data Storage includes access to all transaction data.
- AvaTax Accuracy Guarantee. Avalara provides a guarantee of the accuracy of U.S. sales tax calculation results provided by AvaTax (the “Accuracy Guarantee”) under the following terms:
- If Customer suffers a negative audit finding that results in financial loss due to an incorrect sales or use tax calculation result returned by AvaTax, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales or use taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted; or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
- The following limitations apply to the Accuracy Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
- Customer must provide notice to Avalara no later than the earlier of either: (1) 10 days after the taxing authority’s finding of a negative audit assessment; or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
- For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, or any other one-time fees, and payments under this Accuracy Guarantee are subject to the limitations in the Terms (e.g., Section 12(b) (Limitation of Liability)).
- If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
- Avalara shall make the Accuracy Guarantee payment to Customer within 30 days after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
- The Accuracy Guarantee only applies to sales tax calculation results provided by the AvaTax Service after October 15, 2015. Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- Avalara Tax Content (formerly Avalara Content Generation for Point of Sale).
- Customer is responsible for configuring the Account in accordance with the Documentation, including, for example, frequency of updates, Customer's Locations, and Customer's products. "Location" means the physical location where Customer has one or more point-of-sale devices installed and configured to use Avalara Tax Content. Customer may send its offline tax calculations to the Account via batch API calls, as described in the Documentation, not to exceed 75,000 API calls per Location in a Subscription Term.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the goods and services it sells.
- Deviations from the Terms. For Avalara Tax Content:
- No Automatic Upgrade. Customer's Avalara Tax Content subscription will not be automatically upgraded to the next highest subscription tier.
- Uptime Statistics. Avalara's obligations relating to uptime statistics and status updates and availability of "software as a service" Services, contained in the section of the Terms entitled The Services/Avalara's Responsibilities, do not apply to Avalara Tax Content.
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to Avalara Tax Content.
- Avalara Age Verification for Beverage Alcohol. “Avalara Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
- Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Fees for usage of Avalara Age Verification are based on Customer’s usage of Avalara Age Verification. Avalara reserves the right to bill Customer a monthly minimum Avalara Age Verification fee (“Minimum Age Verification Fee”).
- Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Avalara Age Verification (i) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Avalara Age Verification to take any “adverse action,” as that term is defined in the FCRA; (ii) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (iii) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) (“GLBA”); (iv) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Avalara Age Verification; or (v) in violation of such other future legislation that Avalara determines limits the use of Avalara Age Verification.
- Review. For so long as Customer is receiving Avalara Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of the Agreement as it relates to Avalara Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
- Third Party Data Providers. Customer acknowledges that the provision of Avalara Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third-party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Avalara Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Avalara Age Verification subscription term.
- Deviations from the Terms. For Avalara Age Verification for Beverage Alcohol:
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
- Avalara Cross-Border Estimated.
- Customer shall provide Avalara with a valid country-specific HS code per line item to calculate customs duties.
- If Customer does not provide a valid HS code for an item in an API call to the Service, (i) Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, a min/max/avg approach); or (ii) Customer shall provide a sufficient natural-language description for each item and the information specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service.
- Fees for Avalara Cross-Border Estimated are based on the number of individual API calls to Avalara Cross-Border Estimated.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific API call for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- Deviations from the Terms. For Avalara Cross-Border Estimated:
- No Automatic Upgrade. Customer's Avalara Cross-Border Estimated subscription will not be automatically upgraded to the next highest subscription tier.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Avalara Shipping Verification for Beverage Alcohol. “Avalara Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including for a future shipping date. Customer may not use determinations for any purpose other than checking its own beverage alcohol shipping compliance.
- Avalara Edge for AvaTax. “AEA” means a copy of AvaTax software provisioned in agreed location(s).
- License. If Avalara gives Customer a copy of AEA to install, Avalara grants to Customer a limited, revocable, nonexclusive, nontransferable, nonsublicensable, nonassignable, worldwide license for Customer to install AEA solely in object code format and solely for internal business use in agreed locations.
- Pricing. Except as otherwise provided in the Order Document, Customer will pay an annual subscription fee for AEA consisting of (i) a base service fee; and (ii) a service fee based on the number of copies of AEA provisioned for Customer. Customer must subscribe to AvaTax to use AEA. Customer’s AEA usage tier must be the same as Customer’s AvaTax usage tier, and usage of AEA will be charged against Customer’s AvaTax subscription.
- Restrictions. In addition to the restrictions in the Terms (including Section 2(h) (Restrictions)), Customer shall not (i) merge, interface, or incorporate the Avalara Technology into or with other software; (ii) install AEA in more than the number of locations shown on the Order Document; or (iii) interfere or attempt to interfere in any manner with the functionality or proper working of AEA (including by preventing Updates, Upgrades, or the transmission of Customer Data to Avalara) or otherwise take action that prevents AEA from working as described in the Documentation. Customer has no right under the Agreement to receive, use, or examine any source code or design documentation relating to AEA or any other Avalara Technology.
- System Requirements. Customer is responsible for the purchase, licensing, and upgrading of all hardware, computer operating system, software, and other Third-Party Applications necessary to install and properly operate AEA as detailed in the then-current Documentation (the “System Requirements”). Avalara is not obligated to ensure that AEA is compatible with any hardware, operating system, software, or other Third-Party Application other than those specified in the System Requirements.
- Updates and Upgrades.
- Avalara may from time-to-time release updates, modifications, and corrections to AEA (“Updates”) or new versions or releases that include significant function and feature enhancements (“Upgrades”). Updates and Upgrades may include, without limitation, updates to transaction taxes and certain fees and surcharges on the sale of goods and services, including sales, use, and value added taxes, other modifications reflecting changes in laws or regulations, virus updates, security patches, bug fixes, error corrections, other maintenance releases, or function or feature modifications or enhancements. The determination of whether and when to release Updates or Upgrades, and whether a version of AEA released by Avalara is an Update or an Upgrade, will be made by Avalara in its sole discretion.
- Avalara may make Updates and Upgrades available for download by Customer. Customer is solely responsible for verifying that Updates and Upgrades are applied. Not installing an Update or Upgrade may result in functionality issues, security risks, noncompliance with then-current transaction tax rates, laws, or regulations, diminishment of Avalara’s technical support capability, response times or other service level metrics, and other issues that could negatively affect Customer. Avalara reserves the right to charge additional fees for any technical support provided to Customer for the installation of Updates and Upgrades.
- Support. Except as otherwise specified in a written agreement between Avalara and Customer: (i) in order to receive technical support for Avalara Edge for AvaTax, Customer must have installed all Updates and Upgrades made available by Avalara and be current in its payment obligations to Avalara; and (ii) Avalara does not provide support for the use of AEA in connection with hardware or Third-Party Applications when the third-party provider does not provide standard support.
- Certification of Removal. Within 10 business days after termination, Customer will provide written certification to Avalara that Customer has destroyed or overwritten all copies of AEA.
- Deviations from the Terms. For AEA:
- Uptime Statistics. Avalara will not provide uptime statistics or availability of AEA.
- No Accuracy Guarantee. The Accuracy Guarantee does not apply to AEA.
Beverage Alcohol
Effective November 1, 2023
DownloadTable of Contents
These AvaIara for Beverage Alcohol Service-Specific Supplemental Terms ("Beverage Alcohol Terms") govern Customer's purchase and use of AvaIara Licensing for Beverage Alcohol ("Licensing for BA"), AvaIara Product Registration for Beverage Alcohol ("Registration for BA"), AvaIara Returns for Beverage Alcohol ("Returns for BA"), Avalara Beverage Alcohol Compliance Management Software ("Software for BA"), and certain other AvaIara for Beverage Alcohol Services. AvaIara AvaTax for Beverage Alcohol is governed by the AvaTax Service-Specific Supplemental Terms. These Beverage Alcohol Terms are in addition to, and incorporate by reference, the AvaIara Terms and Conditions available at www.avalara.com/terms (the "Terms"). Any capitalized terms used in these Beverage Alcohol Terms and not defined have the meanings given in the Terms.
- Power of Attorney; Trust Fund and Bank Account; License. This Section 1 is inapplicable to Software for BA.
- Power of Attorney. If requested by AvaIara, Customer shall execute one or more limited powers of attorney in the form requested by AvaIara authorizing Avalara to represent Customer in connection with the Services. Upon termination of Customer's last subscription with no balance due, AvaIara will cease to use any power or authority granted by a power of attorney signed by Customer.
- Trust Fund. AvaIara will hold Customer funds in trust (the "Trust Fund") for the purpose of remitting fees to be paid by Customer (the "Trust Fees"), including (i) initial licensing, license modifications, initial product registration, product registration revisions, and Renewals (as defined in Section 4(c) below), and associated costs and expenses (including surety bond premiums, background check fees, and shipping) (ii) funds ("Tax Funds") to pay tax amounts due ("Taxes") for any applicable Returns (as defined in Section S(b)(i)) in accordance with the Filing Calendar (as defined in Section S(a)), including making any required prepayments, (iii) the trust fund administration fee (as described in Section 7(c)), and (iv) other fees and charges. Customer shall adequately fund the Trust Fund (including by making funds available in the Bank Account (as defined in Section l(c)) for withdrawal by Avalara) and not permit it to become overdrawn. When applicable, AvaIara will draw upon the Trust Fund to pay Trust Fees due. Unused funding will remain in the Trust Fund. AvaIara holds all license fees, registration fees, and Tax Funds in trust for the benefit of the applicable jurisdiction and shall not comingle the funds provided for the Trust Fees with its general funds (except the trust fund administration fee and other fees and charges, which is a payment to AvaIara and will be transferred to Avalara's account) but may comingle the funds provided for the Trust Fees with funds held in trust on behalf of other AvaIara customers. Any interest earned on funds held in the Trust Fund accrues for the benefit of and is the sole property of AvaIara. Notwithstanding any other provision of the Agreement, (i) if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, AvaIara may withdraw such fees and Expenses from the Trust Fund, and (ii) Customer shall defend, indemnify, and hold AvaIara, its Affiliates, and their respective licensors, officers, directors, employees, agents, and representatives harmless from any Losses arising out of or related to Customer's failure to timely provide immediately available funding for the Trust Fund for Trust Fees due.
- Bank Account. Customer shall provide bank account information for a bank account (the "Bank Account") from which, if permitted by Customer's power of attorney, Customer authorizes AvaIara to withdraw by ACH to replenish the Trust Fund (after the initial deposit of estimated Trust Fees) to pay Trust Fees of any type and if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, to withdraw such fees and Expenses.
- Timing and Funding. A Trust Fund statement and invoice covering Avalara's estimate of the Trust Fees required for the upcoming two months (the “Trust Fund Statement”) will be provided by Avalara on or before the third of each month (except the first Trust Fund Statement, which will be presented during, and due as part of, the onboarding process). Customer shall ensure the Bank Account (or Trust Fund, if Avalara cannot withdraw from the Bank Account) has sufficient funds to pay the estimated Trust Fees no later than the sixth of the month. Funds are automatically withdrawn by ACH from the Bank Account no earlier than the seventh of each month to replenish the Trust Fund. Notwithstanding the foregoing, if Customer owes any pre-payments to Filing Jurisdictions or a Filing Jurisdiction mandates an earlier payment, the ACH withdrawal may occur earlier. Estimates contained in the Trust Fund Statement may not be adequate to cover the applicable month’s Trust Fees, and Avalara may require Customer to immediately provide additional funds at any time. Avalara will notify Customer if additional funds are needed, and upon approval from Customer Avalara will withdraw such funds from the Bank Account. Avalara has no responsibility for late fees, penalties, or interest incurred as a result of late or missed filings because Customer did not timely (including, in certain instances, immediately) provide funding for the Trust Fund. Avalara may suspend or terminate Customer’s subscription to Avalara for Beverage Alcohol or any part thereof immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account (including if the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific license, product registration, or Return for which it was provided.
- Online Portal. Except as otherwise expressly required by these Beverage Alcohol Terms, the Avalara for Beverage Alcohol online portal should be used for all requests and communications to Avalara for the Licensing for BA and Registration for BA Services. AvaIara is not responsible for requests or communications submitted through any other method.
- Notice and Correction Management. Customer may receive notices and corrections (each, a "Notice") relating to Customer's new licenses, new registrations, Renewals, or Returns directly from jurisdictions. Some Notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others relate to filed Returns, licenses, or product registrations. During the Subscription Term, for any Notice relating to a license, registration, Renewal, or Return filed by AvaIara or Taxes or fees remitted by Avalara, Customer shall send the Notice to AvaIara in accordance with the Documentation no later than 10 business days after the date of the Notice. During the Subscription Term, Avalara will respond to such Notices. In the case of Notices received by AvaIara more than 10 business days after the date of the Notice, AvaIara may delay response or not respond or, if Customer asks Avalara to expedite the Notice response and AvaIara agrees, charge an additional fee to expedite the Notice response. Customer is responsible for responding to or otherwise addressing all other Notices. AvaIara shall have no responsibility for any further Notice management upon expiration or termination of the subscription for the applicable Service provided under these Beverage Alcohol Terms.
- Licensing for BA and Registration for BA. The following provisions apply to Licensing for BA and Registration for BA:
- Account Setup. Customer shall provide AvaIara with all complete and accurate information to establish, set up, and maintain Customer's account including, without limitation, (i) responses to Avalara's questionnaires; provision of organizational documents; identification cards; annual production volume; license details; product data and details; federal label approvals; label images; authorization letters; identity, appointment, territories, and contacts of distributors; state registrations codes; wholesale pricing; and other information, (ii) a list of jurisdictions for which Customer requests AvaIara prepare a license application or renewal (each a "Licensing Jurisdiction") or prepare an application for a product registration or renewal (each a "Product Registration Jurisdiction"), and (iii) the license or product registration expiration date (and, if different, the renewal deadline) for licenses or registrations received prior to the Effective Date in each of the Licensing Jurisdictions or Product Registration Jurisdictions, as applicable (collectively with expiration dates for licenses or registrations for which applications were filed by AvaIara, the "Licensing Calendar" or "Product Registration Calendar"). Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the foregoing, and AvaIara has no obligation to audit, verify, correct, or maintain any such information. Upon receipt from AvaIara, Customer shall execute all necessary forms (including the limited power of attorney in accordance with Section l(a)).
- Initial and Revised Applications. Customer's subscription to Licensing for BA may include one or more out of state bonds, permit applications, certificates of authority, sales and excise tax permits, and other similar documentation required for an out of state license. Provided Customer has provided all necessary complete and accurate information, Avalara shall prepare each initial application or revision of a license or product registration (where a “product” is any item that may need to be registered based on COLAs, vintages, or sizes) and, if necessary, send it to Customer for execution. Upon receipt from Customer of an executed application and provided the Trust Fund is sufficiently funded, Avalara shall file it with, and remit payment to, the jurisdiction. Avalara shall not provide Tax Fees. Avalara shall use commercially reasonable efforts to prepare and file initial applications and revisions in a timely manner.
- Renewals. Customer must notify AvaIara in accordance with the Documentation if it does not want a license or product registration renewed (each such renewal prepared by Avalara, a "Renewal") that is on the Licensing Calendar or Product Registration Calendar at least 90 days prior to the expiration date of the license or product registration, as applicable. Avalara shall prepare and file the Renewal (including Customer's out of state "Non-Resident Dealer," Direct to Consumer," and/or "Direct to Trade" renewals for Customer's Licensing Jurisdictions or Product Registration Jurisdictions, as applicable) and remit the payment in accordance with the Licensing Calendar and Product Registration Calendar, provided Customer has (i) provided all necessary complete and accurate information pursuant to Section S(a), (ii) provided all other information requested by Avalara, (iii) not timely notified Avalara it does not want a license or product registration renewed, (iv) provided a signed license or product registration renewal form, if necessary, in a timely manner, and (v) adequately funded the Trust Fund. Avalara shall not provide Trust Fees. As the exclusive remedy for Avalara's failure to prepare a Renewal in a timely manner, Avalara will prepare and file, at Avalara's sole cost and expense, a license or product registration application to re-license or re-register the person, location, entity, or product for which the license or registration has lapsed. Some jurisdictions may send hard copy renewal forms directly to Customer. Customer shall forward these forms to Avalara (executed by Customer, if required) within five calendar days of receipt. Notwithstanding anything to the contrary in the Agreement, Avalara shall have no responsibility for missed renewal deadlines if Customer did not timely forward the renewal forms. Customer shall timely provide Avalara any additional post-filing information requested by the jurisdiction. Registration for BA also includes any price posting required when renewing any active products.
- Background Check. Some jurisdictions may require a background check on Customer or certain individuals associated with Customer. Customer shall cooperate with Avalara to provide the necessary information and documentation.
- Notification of Changes. Customer shall notify Avalara prior to (if possible) any change in the following: legal name, operating name, tax identification number, officer, director, LLC manager, LP general partner, direct or indirect owner, other relevant personnel, ownership structure, entity structure, licensed premises address, mailing address, business or location closure, and any other change that may trigger the need for a modification or revision of a license or product registration. Customer shall provide all necessary documentation to Avalara. Avalara has no responsibility for Customer's non-compliance due to Customer's changed circumstances.
- Returns for BA. If Customer subscribes to Returns for BA, this Section 5 and all other sections pertaining to Returns (including, without limitation, the Returns funding provisions in Section 1, the Returns notice management provision in Section 3, the Returns for BA Guarantee in Section 6, and the fees provisions in Section 7) will apply only until Avalara provides 30-days' notice to Customer that Returns for BA will be governed by the Avalara Returns Service-Specific Supplemental Terms located at https://www.avalara.com/avalara-returns-terms-of-use.
- Account Setup. Customer shall provide Avalara with all complete and accurate information requested by Avalara to establish and set up Customer's account including, without limitation: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (each a "Filing Jurisdiction"), (ii) the dates and frequencies for filing Returns in each of the Filing Jurisdictions (the "Filing Calendar"), (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing Returns (the “Filing Entities”) and which Filing Jurisdictions apply to each Filing Entity, (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify, access, and use each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”), (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara, (vi) completed power(s) of attorney for each Filing Entity in accordance with Section 1(a) above, and (vii) other information necessary to properly configure Customer’s Account and prepare the Returns. Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Account Information (collectively, the “Filing Information”), and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Filing and Remittance.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer (including out of state "Non-Resident Dealer" and/or "Direct to Consumer" sales, excise, shipment, and markup reports/returns). Avalara may begin filing a Return on the eighth of the month (or an earlier date as necessary to facilitate compliance with Filing Jurisdiction requirements). Each (i) standard beverage alcohol return filing (ii) Non-Standard Form (defined below) or (iii) prepayment or periodic payment mandated by a Filing Jurisdiction and submitted without (i) or (ii) above prepared for one Filing Jurisdiction for one filing period is a "Return."
- Remittance. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. Avalara shall not provide Tax Funds. The exclusive remedy for Avalara's failure to timely file Returns as provided in this section is the Returns for BA Guarantee (as defined in Section 6). Avalara will provide details of remittance amounts per Filing Jurisdiction after submission to the Filing Jurisdictions. If there is a discrepancy between Customer's internal records and amounts remitted on behalf of Customer, Customer must report the error to Avalara by the method and deadline described in the Documentation.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara in accordance with the Documentation. Customer shall submit any changes to the Filing Information to Avalara no later than the twentieth of the month before the month to which the change is relevant. Any changes received after the twentieth of the month will be implemented and become effective the month after the subsequent month.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the "Tax Data") and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall transmit to Avalara via the method and in the format designated by Avalara all Tax Data by the fifth of the month in which the Tax Data is to be reported to the Filing Jurisdictions.
- Inadequate Funding. If the Trust Fund is not adequately funded, Avalara may elect in its sole discretion to withhold filing the Return or file the Return without remitting payment. Customer will be responsible for all penalties and interest and additional Avalara fees resulting from inadequate funding (including if filing is withheld), and Customer shall immediately make funds available to Avalara for the Taxes and any interest or penalties that may have accrued. Upon provision of such funds, Avalara will file the Return (if applicable) and remit the necessary funds to the applicable Filing Jurisdiction.
- Returns for BA Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed by Avalara (the "Returns for BA Guarantee") under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- The following conditions apply to the Returns for BA Guarantee:
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- Customer must promptly forward any notices and relevant information from the jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the jurisdiction's findings if Avalara deems it appropriate in Avalara's sole discretion.
- Customer must assist Avalara's efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- For purposes of calculating the amount of the Avalara for Beverage Alcohol fees paid that are eligible for the Returns for BA Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Returns for BA, and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for Avalara for Beverage Alcohol do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- lf the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this Returns for BA Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara will make the Returns for BA Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the Filing Jurisdiction after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer's obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current Returns for BA subscription in good standing to be eligible to receive payment under this Returns for BA Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- Fees. Customer agrees to pay fees based on Customer's subscription plan and usage of the applicable Avalara for Beverage Alcohol Service.
- Subscription Fee. Subscription fees for periods not paid upon execution of the Order Document will be invoiced monthly, quarterly, or annually (the "Billing Period") in advance. Reasonable incurred Expenses (such as shipping charges), which may not be preapproved, may also appear on the invoice and will be due as described above.
- One-Time Services. Customer may elect to purchase one-time Avalara for Beverage Alcohol services (which are "Services" under the Terms), in accordance with Avalara's then-current pricing. Unused One Time Services expire a year after purchase.
- Trust Fund Administration Fee. Avalara may charge a monthly trust fund administration fee, which may be included on the Trust Fund Statement and due as described in Section l(d) or on an invoice and due as described in Section 7(a) above.
- Background Checks. Coordination of background checks will be charged at Avalara's then-current hourly rates in quarter-hour increments.
- Expedite Fee. Customer may request expedited performance for certain Services. If the request for expedited performance is accepted by Avalara, additional charges may apply.
- Non-Standard Forms. If Customer requests (i) a form that is not offered by Avalara as a standard beverage alcohol return; or (ii) a standard beverage alcohol tax return that requires non-standard modifications to the standard beverage alcohol tax return form (each a "Non-Standard Form"), Customer shall pay Avalara's then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form.
- Additional Fees. If Customer fails to timely and completely provide accurate information required by these Beverage Alcohol Terms or Tax Funds, or otherwise fails to fulfill any obligations under these Beverage Alcohol Terms, or if Customer requires a change to the standard process described in these Beverage Alcohol Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for Avalara to change the funding process because the Bank Account or Trust Fund is not adequately funded; (iii) for Avalara to make a change to Customer's Returns, Tax Data, Tax Funds to be remitted, or any other standard process; (iv) if Customer does not timely provide the Tax Data in the format required by Avalara, or in a form requiring manual transformation, (v) if Customer comingles payment of Trust Fees and Avalara's Service fees, (vi) if any Notice management is necessary due to Customer's noncompliance with these Beverage Alcohol Terms or (vii) if Customer remits funds by check or other non-approved payment method.
- Non-Solicitation. During the Subscription Term and for a period of six months after, Customer shall not solicit for employment any employee or contractor of Avalara who worked directly on the Services provided under these Beverage Alcohol Terms. This restriction does not prohibit Customer from hiring employees who respond to job advertisements directed to the general public.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Compliance with NACHA Operating Rules. The funding process described herein may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section l(b) (Trust Fund) above; and
- Customer will comply with the laws of the United States in providing such funding.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer's non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer's funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These AvaIara for Beverage Alcohol Product-Specific Supplemental Terms ("Beverage Alcohol Terms") govern Customer's purchase and use of AvaIara Licensing for Beverage Alcohol ("Licensing for BA"), AvaIara Product Registration for Beverage Alcohol ("Registration for BA"), AvaIara Returns for Beverage Alcohol ("Returns for BA"), Avalara Beverage Alcohol Compliance Management Software ("Software for BA"), and certain other AvaIara for Beverage Alcohol Services. AvaIara AvaTax for Beverage Alcohol is governed by the AvaTax Product-Specific Supplemental Terms. These Beverage Alcohol Terms are in addition to, and incorporate by reference, the AvaIara Terms and Conditions available at www.avalara.com/terms (the "Terms"). Any capitalized terms used in these Beverage Alcohol Terms and not defined have the meanings given in the Terms.
- Power of Attorney; Trust Fund and Bank Account; License. This Section 1 is inapplicable to Software for BA.
- Power of Attorney. If requested by AvaIara, Customer shall execute one or more limited powers of attorney in the form requested by AvaIara authorizing Avalara to represent Customer in connection with the Services. Upon termination of Customer's last subscription with no balance due, AvaIara will cease to use any power or authority granted by a power of attorney signed by Customer.
- Trust Fund. AvaIara will hold Customer funds in trust (the "Trust Fund") for the purpose of remitting fees to be paid by Customer (the "Trust Fees"), including (i) initial licensing, license modifications, initial product registration, product registration revisions, and Renewals (as defined in Section 4(c) below), and associated costs and expenses (including surety bond premiums, background check fees, and shipping) (ii) funds ("Tax Funds") to pay tax amounts due ("Taxes") for any applicable Returns (as defined in Section S(b)(i)) in accordance with the Filing Calendar (as defined in Section S(a)), including making any required prepayments, (iii) the trust fund administration fee (as described in Section 7(c)), and (iv) other fees and charges. Customer shall adequately fund the Trust Fund (including by making funds available in the Bank Account (as defined in Section l(c)) for withdrawal by Avalara) and not permit it to become overdrawn. When applicable, AvaIara will draw upon the Trust Fund to pay Trust Fees due. Unused funding will remain in the Trust Fund. AvaIara holds all license fees, registration fees, and Tax Funds in trust for the benefit of the applicable jurisdiction and shall not comingle the funds provided for the Trust Fees with its general funds (except the trust fund administration fee and other fees and charges, which is a payment to AvaIara and will be transferred to Avalara's account) but may comingle the funds provided for the Trust Fees with funds held in trust on behalf of other AvaIara customers. Any interest earned on funds held in the Trust Fund accrues for the benefit of and is the sole property of AvaIara. Notwithstanding any other provision of the Agreement, (i) if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, AvaIara may withdraw such fees and Expenses from the Trust Fund, and (ii) Customer shall defend, indemnify, and hold AvaIara, its Affiliates, and their respective licensors, officers, directors, employees, agents, and representatives harmless from any Losses arising out of or related to Customer's failure to timely provide immediately available funding for the Trust Fund for Trust Fees due.
- Bank Account. Customer shall provide bank account information for a bank account (the "Bank Account") from which, if permitted by Customer's power of attorney, Customer authorizes AvaIara to withdraw by ACH to replenish the Trust Fund (after the initial deposit of estimated Trust Fees) to pay Trust Fees of any type and if Customer is more than 30 days past due on payment of Customer's Service fees or Expenses due to AvaIara, to withdraw such fees and Expenses.
- Timing and Funding. A Trust Fund statement and invoice covering Avalara's estimate of the Trust Fees required for the upcoming two months (the “Trust Fund Statement”) will be provided by Avalara on or before the third of each month (except the first Trust Fund Statement, which will be presented during, and due as part of, the onboarding process). Customer shall ensure the Bank Account (or Trust Fund, if Avalara cannot withdraw from the Bank Account) has sufficient funds to pay the estimated Trust Fees no later than the sixth of the month. Funds are automatically withdrawn by ACH from the Bank Account no earlier than the seventh of each month to replenish the Trust Fund. Notwithstanding the foregoing, if Customer owes any pre-payments to Filing Jurisdictions or a Filing Jurisdiction mandates an earlier payment, the ACH withdrawal may occur earlier. Estimates contained in the Trust Fund Statement may not be adequate to cover the applicable month’s Trust Fees, and Avalara may require Customer to immediately provide additional funds at any time. Avalara will notify Customer if additional funds are needed, and upon approval from Customer Avalara will withdraw such funds from the Bank Account. Avalara has no responsibility for late fees, penalties, or interest incurred as a result of late or missed filings because Customer did not timely (including, in certain instances, immediately) provide funding for the Trust Fund. Avalara may suspend or terminate Customer’s subscription to Avalara for Beverage Alcohol or any part thereof immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account (including if the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific license, product registration, or Return for which it was provided.
- Online Portal. Except as otherwise expressly required by these Beverage Alcohol Terms, the Avalara for Beverage Alcohol online portal should be used for all requests and communications to Avalara for the Licensing for BA and Registration for BA Services. AvaIara is not responsible for requests or communications submitted through any other method.
- Notice and Correction Management. Customer may receive notices and corrections (each, a "Notice") relating to Customer's new licenses, new registrations, Renewals, or Returns directly from jurisdictions. Some Notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others relate to filed Returns, licenses, or product registrations. During the Subscription Term, for any Notice relating to a license, registration, Renewal, or Return filed by AvaIara or Taxes or fees remitted by Avalara, Customer shall send the Notice to AvaIara in accordance with the Documentation no later than 10 business days after the date of the Notice. During the Subscription Term, Avalara will respond to such Notices. In the case of Notices received by AvaIara more than 10 business days after the date of the Notice, AvaIara may delay response or not respond or, if Customer asks Avalara to expedite the Notice response and AvaIara agrees, charge an additional fee to expedite the Notice response. Customer is responsible for responding to or otherwise addressing all other Notices. AvaIara shall have no responsibility for any further Notice management upon expiration or termination of the subscription for the applicable Service provided under these Beverage Alcohol Terms.
- Licensing for BA and Registration for BA. The following provisions apply to Licensing for BA and Registration for BA:
- Account Setup. Customer shall provide AvaIara with all complete and accurate information to establish, set up, and maintain Customer's account including, without limitation, (i) responses to Avalara's questionnaires; provision of organizational documents; identification cards; annual production volume; license details; product data and details; federal label approvals; label images; authorization letters; identity, appointment, territories, and contacts of distributors; state registrations codes; wholesale pricing; and other information, (ii) a list of jurisdictions for which Customer requests AvaIara prepare a license application or renewal (each a "Licensing Jurisdiction") or prepare an application for a product registration or renewal (each a "Product Registration Jurisdiction"), and (iii) the license or product registration expiration date (and, if different, the renewal deadline) for licenses or registrations received prior to the Effective Date in each of the Licensing Jurisdictions or Product Registration Jurisdictions, as applicable (collectively with expiration dates for licenses or registrations for which applications were filed by AvaIara, the "Licensing Calendar" or "Product Registration Calendar"). Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the foregoing, and AvaIara has no obligation to audit, verify, correct, or maintain any such information. Upon receipt from AvaIara, Customer shall execute all necessary forms (including the limited power of attorney in accordance with Section l(a)).
- Initial and Revised Applications. Customer's subscription to Licensing for BA may include one or more out of state bonds, permit applications, certificates of authority, sales and excise tax permits, and other similar documentation required for an out of state license. Provided Customer has provided all necessary complete and accurate information, Avalara shall prepare each initial application or revision of a license or product registration (where a “product” is any item that may need to be registered based on COLAs, vintages, or sizes) and, if necessary, send it to Customer for execution. Upon receipt from Customer of an executed application and provided the Trust Fund is sufficiently funded, Avalara shall file it with, and remit payment to, the jurisdiction. Avalara shall not provide Tax Fees. Avalara shall use commercially reasonable efforts to prepare and file initial applications and revisions in a timely manner.
- Renewals. Customer must notify AvaIara in accordance with the Documentation if it does not want a license or product registration renewed (each such renewal prepared by Avalara, a "Renewal") that is on the Licensing Calendar or Product Registration Calendar at least 90 days prior to the expiration date of the license or product registration, as applicable. Avalara shall prepare and file the Renewal (including Customer's out of state "Non-Resident Dealer," Direct to Consumer," and/or "Direct to Trade" renewals for Customer's Licensing Jurisdictions or Product Registration Jurisdictions, as applicable) and remit the payment in accordance with the Licensing Calendar and Product Registration Calendar, provided Customer has (i) provided all necessary complete and accurate information pursuant to Section S(a), (ii) provided all other information requested by Avalara, (iii) not timely notified Avalara it does not want a license or product registration renewed, (iv) provided a signed license or product registration renewal form, if necessary, in a timely manner, and (v) adequately funded the Trust Fund. Avalara shall not provide Trust Fees. As the exclusive remedy for Avalara's failure to prepare a Renewal in a timely manner, Avalara will prepare and file, at Avalara's sole cost and expense, a license or product registration application to re-license or re-register the person, location, entity, or product for which the license or registration has lapsed. Some jurisdictions may send hard copy renewal forms directly to Customer. Customer shall forward these forms to Avalara (executed by Customer, if required) within five calendar days of receipt. Notwithstanding anything to the contrary in the Agreement, Avalara shall have no responsibility for missed renewal deadlines if Customer did not timely forward the renewal forms. Customer shall timely provide Avalara any additional post-filing information requested by the jurisdiction. Registration for BA also includes any price posting required when renewing any active products.
- Background Check. Some jurisdictions may require a background check on Customer or certain individuals associated with Customer. Customer shall cooperate with Avalara to provide the necessary information and documentation.
- Notification of Changes. Customer shall notify Avalara prior to (if possible) any change in the following: legal name, operating name, tax identification number, officer, director, LLC manager, LP general partner, direct or indirect owner, other relevant personnel, ownership structure, entity structure, licensed premises address, mailing address, business or location closure, and any other change that may trigger the need for a modification or revision of a license or product registration. Customer shall provide all necessary documentation to Avalara. Avalara has no responsibility for Customer's non-compliance due to Customer's changed circumstances.
- Returns for BA. If Customer subscribes to Returns for BA, this Section 5 and all other sections pertaining to Returns (including, without limitation, the Returns funding provisions in Section 1, the Returns notice management provision in Section 3, the Returns for BA Guarantee in Section 6, and the fees provisions in Section 7) will apply only until Avalara provides 30-days' notice to Customer that Returns for BA will be governed by the Avalara Returns Product-Specific Supplemental Terms located at https://www.avalara.com/avalara-returns-terms-of-use.
- Account Setup. Customer shall provide Avalara with all complete and accurate information requested by Avalara to establish and set up Customer's account including, without limitation: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (each a "Filing Jurisdiction"), (ii) the dates and frequencies for filing Returns in each of the Filing Jurisdictions (the "Filing Calendar"), (iii) the entities (e.g., Customer or its Affiliate) for which Avalara will be preparing Returns (the “Filing Entities”) and which Filing Jurisdictions apply to each Filing Entity, (iv) tax registration numbers and login information for each Filing Entity in each Filing Jurisdiction sufficient to allow Avalara to identify, access, and use each Filing Entity’s account in that Filing Jurisdiction (the “Account Information”), (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara, (vi) completed power(s) of attorney for each Filing Entity in accordance with Section 1(a) above, and (vii) other information necessary to properly configure Customer’s Account and prepare the Returns. Customer authorizes Avalara to access Customer’s accounts using Customer’s Account Information. Customer is solely responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Account Information (collectively, the “Filing Information”), and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Filing and Remittance.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer (including out of state "Non-Resident Dealer" and/or "Direct to Consumer" sales, excise, shipment, and markup reports/returns). Avalara may begin filing a Return on the eighth of the month (or an earlier date as necessary to facilitate compliance with Filing Jurisdiction requirements). Each (i) standard beverage alcohol return filing (ii) Non-Standard Form (defined below) or (iii) prepayment or periodic payment mandated by a Filing Jurisdiction and submitted without (i) or (ii) above prepared for one Filing Jurisdiction for one filing period is a "Return."
- Remittance. Avalara will remit Taxes for the agreed-upon Filing Entities in agreed-upon Filing Jurisdictions, provided Customer has timely made Tax Funds available. Avalara shall not provide Tax Funds. The exclusive remedy for Avalara's failure to timely file Returns as provided in this section is the Returns for BA Guarantee (as defined in Section 6). Avalara will provide details of remittance amounts per Filing Jurisdiction after submission to the Filing Jurisdictions. If there is a discrepancy between Customer's internal records and amounts remitted on behalf of Customer, Customer must report the error to Avalara by the method and deadline described in the Documentation.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara in accordance with the Documentation. Customer shall submit any changes to the Filing Information to Avalara no later than the twentieth of the month before the month to which the change is relevant. Any changes received after the twentieth of the month will be implemented and become effective the month after the subsequent month.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all the data necessary to properly complete Returns (the "Tax Data") and all Filing Information. Avalara does not audit, validate, or verify Tax Data. Customer shall transmit to Avalara via the method and in the format designated by Avalara all Tax Data by the fifth of the month in which the Tax Data is to be reported to the Filing Jurisdictions.
- Inadequate Funding. If the Trust Fund is not adequately funded, Avalara may elect in its sole discretion to withhold filing the Return or file the Return without remitting payment. Customer will be responsible for all penalties and interest and additional Avalara fees resulting from inadequate funding (including if filing is withheld), and Customer shall immediately make funds available to Avalara for the Taxes and any interest or penalties that may have accrued. Upon provision of such funds, Avalara will file the Return (if applicable) and remit the necessary funds to the applicable Filing Jurisdiction.
- Returns for BA Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed by Avalara (the "Returns for BA Guarantee") under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- The following conditions apply to the Returns for BA Guarantee:
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- Customer must promptly forward any notices and relevant information from the jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the jurisdiction's findings if Avalara deems it appropriate in Avalara's sole discretion.
- Customer must assist Avalara's efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- Customer must have met all of its obligations under the Terms and these Beverage Alcohol Terms, including timely providing and maintaining accurate, complete, and current information and Tax Data; timely providing all Trust Fees; and timely paying Avalara for Beverage Alcohol fees. To the extent the Avalara Error was caused by Customer's failure to perform any of the obligations in the applicable sections of these Beverage Alcohol Terms or the Terms, the Returns for BA Guarantee will not apply.
- For purposes of calculating the amount of the Avalara for Beverage Alcohol fees paid that are eligible for the Returns for BA Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Returns for BA, and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for Avalara for Beverage Alcohol do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- lf the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this Returns for BA Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara will make the Returns for BA Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the Filing Jurisdiction after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer's obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current Returns for BA subscription in good standing to be eligible to receive payment under this Returns for BA Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes or fees that results in liability for penalties or interest due solely to Avalara's failure to timely prepare and file a Return it was obligated to file or to timely remit Taxes or fees it was obligated to remit (an "Avalara Error"), Avalara will pay Customer the lesser of (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Returns for BA paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Ava Error (calculated as described in Section 6(c) below).
- Fees. Customer agrees to pay fees based on Customer's subscription plan and usage of the applicable Avalara for Beverage Alcohol Service.
- Subscription Fee. Subscription fees for periods not paid upon execution of the Order Document will be invoiced monthly, quarterly, or annually (the "Billing Period") in advance. Reasonable incurred Expenses (such as shipping charges), which may not be preapproved, may also appear on the invoice and will be due as described above.
- One-Time Services. Customer may elect to purchase one-time Avalara for Beverage Alcohol services (which are "Services" under the Terms), in accordance with Avalara's then-current pricing. Unused One Time Services expire a year after purchase.
- Trust Fund Administration Fee. Avalara may charge a monthly trust fund administration fee, which may be included on the Trust Fund Statement and due as described in Section l(d) or on an invoice and due as described in Section 7(a) above.
- Background Checks. Coordination of background checks will be charged at Avalara's then-current hourly rates in quarter-hour increments.
- Expedite Fee. Customer may request expedited performance for certain Services. If the request for expedited performance is accepted by Avalara, additional charges may apply.
- Non-Standard Forms. If Customer requests (i) a form that is not offered by Avalara as a standard beverage alcohol return; or (ii) a standard beverage alcohol tax return that requires non-standard modifications to the standard beverage alcohol tax return form (each a "Non-Standard Form"), Customer shall pay Avalara's then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form.
- Additional Fees. If Customer fails to timely and completely provide accurate information required by these Beverage Alcohol Terms or Tax Funds, or otherwise fails to fulfill any obligations under these Beverage Alcohol Terms, or if Customer requires a change to the standard process described in these Beverage Alcohol Terms, Avalara may charge Customer additional fees. For example, Avalara may charge a fee: (i) if Customer does not provide Tax Funds prior to the deadline; (ii) for Avalara to change the funding process because the Bank Account or Trust Fund is not adequately funded; (iii) for Avalara to make a change to Customer's Returns, Tax Data, Tax Funds to be remitted, or any other standard process; (iv) if Customer does not timely provide the Tax Data in the format required by Avalara, or in a form requiring manual transformation, (v) if Customer comingles payment of Trust Fees and Avalara's Service fees, (vi) if any Notice management is necessary due to Customer's noncompliance with these Beverage Alcohol Terms or (vii) if Customer remits funds by check or other non-approved payment method.
- Non-Solicitation. During the Subscription Term and for a period of six months after, Customer shall not solicit for employment any employee or contractor of Avalara who worked directly on the Services provided under these Beverage Alcohol Terms. This restriction does not prohibit Customer from hiring employees who respond to job advertisements directed to the general public.
- Deviations from the Terms.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- No Automatic Upgrade. Customer's Avalara for Beverage Alcohol subscription will not be automatically upgraded to the next highest subscription tier.
- Compliance with NACHA Operating Rules. The funding process described herein may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section l(b) (Trust Fund) above; and
- Customer will comply with the laws of the United States in providing such funding.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer's non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer's funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer's funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
CertCapture
Effective November 1, 2023
DownloadTable of Contents
These CertCapture Service-Specific Supplemental Terms (“CertCapture Terms”) govern Customer’s use of Avalara’s CertCapture Service. These CertCapture Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CertCapture Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “Certificate” means any compliance document image, such as a tax exemption certificate, excise license, or federal withholding form, that is entered, uploaded, or otherwise recorded in a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- “CertCapture” means the Service for the storage and management of tax exemption certificates.
- Certificate Calculations. CertCapture has usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of CertCapture will be the maximum number of Certificates stored at any point in time during each Subscription Term.
- Automatic Upgrades and Overages. Customer may choose one of two options if Customer exceeds the usage tier for Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Certificates in Customer’s purchased subscription tier, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the Service for which it was provided.
- Add-On Services. Customer may purchase the following Add-On Services.
- CertCapture Single Sign-On. “CertCapture Single Sign-On” permits Customer’s Authorized Users to access CertCapture using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.
- Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and CertCapture through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.
- Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and CertCapture through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.
- CertCapture for Retail. “CertCapture for Retail” allows Customers to enable their store associates and sales representatives to look up customer tax exemption status and allow their customers to digitally complete new certificates or upload already completed forms. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation. CertCapture for Retail also provides access to the CertCapture mobile scan app for digitizing paper exemption certificates and submitting to CertCapture for validation and storage.
- CertCapture Dedicated Server. With this module, Avalara provides a dedicated database server for CertCapture Customer Data.
- CertCapture for eCommerce. “CertCapture for eCommerce” integrates with an existing digital storefront or order management software to create new exemption certificates with online validation. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation.
- CertCapture Managed Services.
- Upload. Avalara will convert hard copies of legacy certificates to PDF files and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Identification Number. Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- Review. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number, signature, and signature date. Avalara will verify the resale tax identification number for those states that make this information available on their websites, and will verify the format of this number for all states. Avalara will not otherwise verify the accuracy of this number.
- Reports. Avalara will make standard reports available so Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates. Multijurisdictional Certificates will be separated by jurisdiction into unique Certificates and assigned individual Certificate identification numbers to ensure proper treatment for each jurisdiction (e.g., jurisdictions may have different expiration rules, reporting rules, and so forth). Each jurisdiction counts as a unique validation. Avalara will validate multijurisdictional Certificates for each jurisdiction. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer Data.
- Campaigns. Avalara will conduct a campaign to request updated Certificates from Customer’s customers using Avalara forms.
- Email and Mail. With respect to recurring CertCapture Managed Services, Avalara will prepare and send letters for up to 15% the number of Certificates in Customer’s purchased subscription tier. The letters will be sent by the U.S. Postal Service. This mailing service includes printing envelopes and contents, stuffing envelopes, applying postage, and mailing.
- Data Formatting. Customer is responsible for ensuring that such data is accurate, up-to-date, and complete to the best of Customer’s knowledge, and shall answer Avalara’s questions regarding such data in a timely manner and for provide final written approval of the resulting data set.
- Disclaimers. Customer understands and agrees that CertCapture Managed Services do not guarantee the validity of Certificates and that campaigns do not have a guaranteed response rate.
- Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
- Optional Use. Avalara may elect to provide Customer with access to certain Services for a limited time without charge. Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice.
Compliance Document Management
Effective November 1, 2023
DownloadTable of Contents
These Compliance Document Management Service-Specific Supplemental Terms (“CDM Terms”) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM and ECMS (formerly a TTR offering). These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “Certificate” means any compliance document image, such as a tax exemption certificate, excise license, or federal withholding form, that is entered, uploaded, or otherwise recorded in a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- “Compliance Document Management Service” means a service for the storage and management of compliance documents, including ECM, ECMS, ExciseCapture, and VendorCapture.
- “Customer Exemption Management” means the feature of ECM Essentials and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of customer tax exemption Certificates.
- “ECM” means ECM Essentials, ECM Pro, and ECM Premium.
- “ECM Essentials,” “ECM Pro,” and “ECM Premium” mean the Exemption Certificate Management Essentials, Exemption Certificate Management Pro, and Exemption Certificate Management Premium (formerly Exemption Certificate Management Enterprise) Services, respectively, for the storage and management of tax exemption certificates.
- “ECM MS Pro” and “ECM MS Premium” mean Exemption Certificate Management Managed Services Pro and Exemption Certificate Management Managed Services Premium, respectively.
- “ECMS” means the Exemption Certificate Management System Service (formerly a TTR offering).
- “ECMS Assisted Support” means the service for support of ECMS (formerly a TTR offering).
- “ECMS Managed Services” means, as applicable, the one-time (ECMS MS Enterprise – Certificate Validations) or recurring (ECMS Recurring MS Enterprise) Compliance Document Management Service for certification collection, validation, and data entry (formerly TTR offerings).
- “ExciseCapture” means the service for the storage and management of excise licenses and IDs.
- “VendorCapture” means the service for the storage and management of federal withholding forms.
- “Vendor Exemption Management” means the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of vendor tax exemption Certificates.
- “Certificate” means any compliance document image, such as a tax exemption certificate, excise license, or federal withholding form, that is entered, uploaded, or otherwise recorded in a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- Certificate Calculations. Compliance Document Management Services have usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of the Compliance Document Management Services will be the maximum number of Certificates stored at any point in time during each Subscription Term. If Customer’s Service includes both Customer Exemption Management and Vendor Exemption Management, Certificate counts for each feature will be separate.
- Automatic Upgrades and Overages. Customer may not exceed the highest usage tier available on ECM Essentials. For all usage tiers of all Compliance Document Management Services except the highest tier ECM Essentials, Customer may choose one of two options if that Customer exceeds the usage tier for Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Certificates in Customer’s purchased subscription tier, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the Service for which it was provided.
- Other Services. Customer may purchase the following add-on Services.
- Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.
- Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.
- ECM Managed Services.
- Upload. Except with respect to ECM MS Pro, Avalara will convert hard copies of legacy certificates to PDF files and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Identification Number. Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- Review. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number, signature, and signature date. Avalara will verify the resale tax identification number for those states that make this information available on their websites, and will verify the format of this number for all states. Avalara will not otherwise verify the accuracy of this number.
- Reports. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates. Multijurisdictional Certificates will be separated by jurisdiction into unique Certificates and assigned individual Certificate identification numbers to ensure proper treatment for each jurisdiction (e.g., jurisdictions may have different expiration rules, reporting rules, and so forth). Each jurisdiction counts as a unique validation. Except with respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for each jurisdiction. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer Data. With respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for those jurisdictions contained in the Customer Data.
- Campaigns. Avalara will conduct a campaign to request updated Certificates from Customer’s customers using Avalara forms.
- Email and Mail. With respect to ECM MS Pro, Avalara will prepare and send up to 2 emails times the number of Customer’s purchased subscription tier. With respect to ECM MS Premium, Avalara will prepare and send up to 3 emails and 2 letters times the number of Customer’s purchased subscription tier. The letters will be sent by the U.S. Postal Service. This mailing service includes printing envelopes and contents, stuffing envelopes, applying postage, and mailing.
- Inbound Support. With respect to ECM MS Premium, Avalara will provide limited inbound email and phone support for Customer’s customers in response to campaigns. Avalara will answer questions from Customer’s customers related to the procedure for providing updated Certificates. Customer will be responsible for answering all other questions.
- Data Formatting. With respect to ECM MS Premium, if Customer manually uploads data as a .csv file, Avalara will convert such data into a data set that permits import into Customer’s Account. Customer is responsible for ensuring that such data is accurate, up-to-date, and complete to the best of Customer’s knowledge, and shall answer Avalara’s questions regarding such data in a timely manner and for provide final written approval of the resulting data set.
- Disclaimers. Customer understands and agrees that ECM Managed Services do not guarantee the validity of Certificates and that campaigns do not have a guaranteed response rate.
- Software Configuration. With respect to ECM MS Premium, after software implementation, if requested in writing by Customer, Avalara will change configurations within the ECM Service on Customer’s behalf.
- Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to certain Services described in these CDM Terms by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercise Customer’s termination rights under this Section 7 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service. This Section 7 only applies to the following Services: ECM, ExciseCapture, and VendorCapture.
- Optional Use. Avalara may elect to provide Customer with access to certain Compliance Document Management Services for a limited time without charge. Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice.
- ECMS Managed Services. If Customer purchases ECMS Managed Services (formerly a TTR offering):
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- Avalara will receive legacy certificates and upload the files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number (Avalara verifies that a tax identification number has been included on the Certificate but does not verify the format or accuracy of this number), signature, and signature date.
- Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- Campaigns.
- Avalara will prepare and send emails to request updated Certificates to up to the number of Customer’s customers 2.5 times the number of validations purchased. Avalara may send subsequent rounds of emails to those who do not return Certificates up to the total number of emails set forth in the Order Document. If Avalara follows up via postal mail, Avalara may charge Customer for necessary Expenses, which need not be preapproved by Customer.
- Disclaimer. Customer understands and agrees that campaigns do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.
- Tax ID Verification. Avalara will verify state tax identification numbers for those states that make this information available on their websites up to the number set forth in the Order Document.
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- ECMS Assisted Support.
- Support. Customer shall have access to an Avalara ECMS expert during Avalara’s regular business hours for up to ten thirty-minute calls per Subscription Term. As requested by Customer, the ECMS expert may provide website training, consult on industry best practices, consult on software configuration options, and provide certain other assistance as needed. Customer acknowledges Avalara will not provide tax advice as part of this support package.
- ECMS Training. Avalara will provide up to two sessions of user training per Subscription Term on the use and maintenance of ECMS at a mutually agreed time.
- Transition to ECM. Customer acknowledges and accepts that Avalara may deprecate ECMS during the Subscription Term. In such case, Customer will be migrated to the appropriate ECM Service that contains substantially equivalent core functionality for the remainder of the Subscription Term. Customer agrees that migration may require Customer to make resources available to enable the migration, including to revise Customer-specific functionality that was previously custom developed for or by Customer. Avalara shall not be responsible for Services unused due to Customer not making such resources available.
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 21, 2023.
Table of Contents
Last updated June 21, 2023.
These Compliance Document Management Product-Specific Supplemental Terms (“CDM Terms”, formerly known as the CertCapture Supplemental Terms) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM, ECMS (formerly a TTR offering), and CertCapture. These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.
These Compliance Document Management Product-Specific Supplemental Terms (“CDM Terms”, formerly known as the CertCapture Supplemental Terms) govern Customer’s use of certain of Avalara’s Compliance Document Management Services, including ECM, ECMS (formerly a TTR offering), and CertCapture. These CDM Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized term used in these CDM Terms and not defined shall have the meaning given in the Terms.
- Definitions.
- “Certificate” means any compliance document image, such as a tax exemption certificate, excise license, or federal withholding form, that is entered, uploaded, or otherwise recorded in a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- “CertCapture” means the Service for the storage and management of tax exemption certificates.
- “Compliance Document Management Service” means a Service for the storage and management of compliance documents, including CertCapture, ECM, ECMS, ExciseCapture, and VendorCapture.
- “Customer Exemption Management” means the feature of ECM Essentials and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of customer tax exemption Certificates.
- “ECM” means ECM Essentials, ECM Pro, and ECM Premium.
- “ECM Essentials,” “ECM Pro,” and “ECM Premium” mean the Exemption Certificate Management Essentials, Exemption Certificate Management Pro, and Exemption Certificate Management Premium (formerly Exemption Certificate Management Enterprise) Services, respectively, for the storage and management of tax exemption certificates.
- “ECM MS Pro” and “ECM MS Premium” mean Exemption Certificate Management Managed Services Pro and Exemption Certificate Management Managed Services Premium, respectively.
- “ECMS” means the Exemption Certificate Management System Service (formerly a TTR offering).
- “ECMS Assisted Support” means the Service for support of ECMS (formerly a TTR offering).
- “ECMS Managed Services” means, as applicable, the one-time (ECMS MS Enterprise – Certificate Validations) or recurring (ECMS Recurring MS Enterprise) Compliance Document Management Service for certification collection, validation, and data entry (formerly TTR offerings).
- “ExciseCapture” means the Service for the storage and management of excise licenses and IDs.
- “VendorCapture” means the Service for the storage and management of federal withholding forms.
- “Vendor Exemption Management” means the feature of CertCapture and the optional feature of ECM Pro, ECM Premium, and ECMS for the storage and management of vendor tax exemption Certificates.
- “Certificate” means any compliance document image, such as a tax exemption certificate, excise license, or federal withholding form, that is entered, uploaded, or otherwise recorded in a Compliance Document Management Service for use in a single jurisdiction. If a single compliance document image is used for multiple jurisdictions, each of the jurisdictions where it is used will count as one Certificate.
- Certificate Calculations. Compliance Document Management Services have usage tiers based on the intended number of Certificates recorded by Customer. The number of Certificates counted for purposes of calculating usage of the Compliance Document Management Services will be the maximum number of Certificates stored at any point in time during each Subscription Term. Except with respect to CertCapture, if Customer’s Service includes both Customer Exemption Management and Vendor Exemption Management, Certificate counts for each feature will be separate.
- Automatic Upgrades and Overages. Customer may not exceed the highest usage tier available on ECM Essentials. For all usage tiers of all Compliance Document Management Services except the highest tier ECM Essentials, Customer may choose one of two options if that Customer exceeds the usage tier for Certificates set forth in its Order Document: either payment of a per-Certificate overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Certificates in Customer’s purchased subscription tier, Customer may change the selected option, but the default choice will be the overage option unless the automatic upgrade option has been specified by Customer. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the Service for which it was provided.
- Other Services. Customer may purchase the following add-on Services.
- CertCapture Single Sign-On. “CertCapture Single Sign-On” permits Customer’s Authorized Users to access certain Compliance Document Management Services using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.
- Customer Data File Exchange. “Customer Data File Exchange” enables secure file upload and import between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Customer Data File Exchange.
- Exemption Data File Exchange. “Exemption Data File Exchange” enables secure file extraction and download between a client application and certain Compliance Document Management Services through a secure FTP site. Avalara charges a separate fee for each application that integrates into Exemption Data File Exchange.
- CertCapture for Retail. “CertCapture for Retail” allows Customers to enable their store associates and sales representatives to look up customer tax exemption status and allow their customers to digitally complete new certificates or upload already completed forms. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation. CertCapture for Retail also provides access to the CertCapture mobile scan app for digitizing paper exemption certificates and submitting to CertCapture for validation and storage.
- CertCapture Dedicated Server. With this module, Avalara provides a dedicated database server for CertCapture Customer Data.
- CertCapture for eCommerce. “CertCapture for eCommerce” integrates with an existing digital storefront or order management software to create new exemption certificates with online validation. Certificates can be automatically validated on completion and stored in CertCapture or submitted into CertCapture’s data entry area for validation.
- CertCapture / ECM Managed Services.
- Upload. Except with respect to ECM MS Pro, Avalara will convert hard copies of legacy certificates to PDF files and upload the PDF files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Identification Number. Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- Review. Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number, signature, and signature date. Avalara will verify the resale tax identification number for those states that make this information available on their websites, and will verify the format of this number for all states. Avalara will not otherwise verify the accuracy of this number.
- Reports. Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- Multijurisdictional Certificates. Multijurisdictional Certificates will be separated by jurisdiction into unique Certificates and assigned individual Certificate identification numbers to ensure proper treatment for each jurisdiction (e.g., jurisdictions may have different expiration rules, reporting rules, and so forth). Each jurisdiction counts as a unique validation. Except with respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for each jurisdiction. Customer can opt to limit validation of multijurisdictional Certificates to those jurisdictions contained in its nexus table or Customer Data. With respect to ECM MS Pro, Avalara will validate multijurisdictional Certificates for those jurisdictions contained in the Customer Data.
- Campaigns. Avalara will conduct a campaign to request updated Certificates from Customer’s customers using Avalara forms.
- Email and Mail. With respect to recurring CertCapture Managed Services, Avalara will prepare and send letters for up to 15% the number of Certificates in Customer’s purchased subscription tier. With respect to ECM MS Pro, Avalara will prepare and send up to 2 emails times the number of Customer’s purchased subscription tier. With respect to ECM MS Premium, Avalara will prepare and send up to 3 emails and 2 letters times the number of Customer’s purchased subscription tier. The letters will be sent by the U.S. Postal Service. This mailing service includes printing envelopes and contents, stuffing envelopes, applying postage, and mailing.
- Inbound Support. With respect to ECM MS Premium, Avalara will provide limited inbound email and phone support for Customer’s customers in response to campaigns. Avalara will answer questions from Customer’s customers related to the procedure for providing updated Certificates. Customer will be responsible for answering all other questions.
- Data Formatting. With respect to ECM MS Premium, if Customer manually uploads data as a .csv file, Avalara will convert such data into a data set that permits import into Customer’s Account. Customer is responsible for ensuring that such data is accurate, up-to-date, and complete to the best of Customer’s knowledge, and shall answer Avalara’s questions regarding such data in a timely manner and for provide final written approval of the resulting data set.
- Disclaimers. Customer understands and agrees that CertCapture / ECM Managed Services do not guarantee the validity of Certificates and that campaigns do not have a guaranteed response rate.
- Software Configuration. With respect to ECM MS Premium, after software implementation, if requested in writing by Customer, Avalara will change configurations within the ECM Service on Customer’s behalf.
- CertCapture Single Sign-On. “CertCapture Single Sign-On” permits Customer’s Authorized Users to access certain Compliance Document Management Services using a web-based single sign-on service, eliminating the need for application-specific passwords. CertCapture Single Sign-On integration with the Service uses the SAML 2.0 standard. SAML 2.0 is not compatible with previous versions of the SAML protocol, and SAML 1.0 and 1.1 are not supported.
- Avalara Compliance Document Network. For the purpose of facilitating easier and more accurate sharing of compliance documents between sellers, buyers, and other participants in Avalara’s compliance document management system (“Network Participants”), Avalara may create a directory listing for Customer that includes Customer’s identifying information (for example, name, address, and business category) to be shared with other Network Participants. If Customer wishes to opt out of participating in the Avalara compliance document network, Customer may do so by emailing legal@avalara.com.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to certain Services described in these CDM Terms by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercise Customer’s termination rights under this Section 7 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service. This Section 7 only applies to the following Services: CertCapture, ECM, ExciseCapture, and VendorCapture.
- Optional Use. Avalara may elect to provide Customer with access to certain Compliance Document Management Services for a limited time without charge. Customer acknowledges Avalara may remove Customer's access to such Services at any time without notice.
- ECMS Uptime Statistics. With respect to ECMS, ECMS Managed Services, and ECMS Assisted Support (each formerly a TTR offering), Avalara may elect not to provide uptime statistics.
- ECMS Managed Services. If Customer purchases ECMS Managed Services (formerly a TTR offering):
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- Avalara will receive legacy certificates and upload the files into Customer’s Account. Images will not be visible in Customer’s Account until validated.
- Customer has the option of including the corresponding customer identification number on the certificate image or in the certificate file name to support the mapping process.
- Avalara will review the Certificates and assess contents for inclusion of Customer’s customer name, Customer name, exemption reason, tax identification number (Avalara verifies that a tax identification number has been included on the Certificate but does not verify the format or accuracy of this number), signature, and signature date.
- Avalara will make standard reports available so that Customer can review the validations that have been performed and their results.
- Disclaimer. Customer understands and agrees that Certificate Validation Services do not guarantee the validity of Certificates.
- Campaigns.
- Avalara will prepare and send emails to request updated Certificates to up to the number of Customer’s customers 2.5 times the number of validations purchased. Avalara may send subsequent rounds of emails to those who do not return Certificates up to the total number of emails set forth in the Order Document. If Avalara follows up via postal mail, Avalara may charge Customer for necessary Expenses, which need not be preapproved by Customer.
- Disclaimer. Customer understands and agrees that campaigns do not guarantee a response rate to the campaign nor that the Certificates generated by the campaign will be valid.
- Tax ID Verification. Avalara will verify state tax identification numbers for those states that make this information available on their websites up to the number set forth in the Order Document.
- Certificate Validation. Avalara will perform the quantity of validations of Certificates listed on the Order Document. If a Certificate is rejected, a subsequent reexamination counts as an additional validation.
- ECMS Assisted Support.
- Support. Customer shall have access to an Avalara ECMS expert during Avalara’s regular business hours for up to ten thirty-minute calls per Subscription Term. As requested by Customer, the ECMS expert may provide website training, consult on industry best practices, consult on software configuration options, and provide certain other assistance as needed. Customer acknowledges Avalara will not provide tax advice as part of this support package.
- ECMS Training. Avalara will provide up to two sessions of user training per Subscription Term on the use and maintenance of ECMS at a mutually agreed time.
- Transition to ECM. Customer acknowledges and accepts that Avalara may deprecate ECMS during the Subscription Term. In such case, Customer will be migrated to the appropriate ECM Service that contains substantially equivalent core functionality for the remainder of the Subscription Term. Customer agrees that migration may require Customer to make resources available to enable the migration, including to revise Customer-specific functionality that was previously custom developed for or by Customer. Avalara shall not be responsible for Services unused due to Customer not making such resources available.
Communications
Effective November 1, 2023
DownloadTable of Contents
These Avalara for Communications Service-Specific Supplemental Terms (“AFC Terms”) govern Customer’s use of one or both of Avalara’s transaction tax calculation and return services for telecommunications products and services, including AvaTax for Communications and Avalara Returns for Communications (“AFC Services”). These AFC Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AFC Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara Returns for Communications” means the Service that uses the information from the tax calculation service used by Customer to produce and remit federal, state, and local AFC Returns.
- “AvaTax for Communications” means the Service for transaction taxes, surcharges, and fees calculated on telecommunications products and services.
- “AFC Return” means a standard tax compliance return or remittance prepared for one filing period for one Filing Entity.
- “Billed Charges” means the gross sum of fees and charges included in a Transaction.
- “Taxes Calculated” means the total of all taxes, surcharges, and fees in the compliance report (or a successor report that Avalara may designate by notifying Customer in writing) generated from Customer’s usage of AvaTax for Communications (the “Compliance Report”). If no Compliance Report is generated, all taxes, surcharges, and fees calculated by the Service will be considered Taxes Calculated.
- “Transaction” means each transaction tax, surcharge, or fee calculation for a line item on an invoice, sales order, quote, or other document submitted electronically by Customer to AvaTax for Communications, irrespective of the calculation result, and, if applicable, each API call to Avalara requesting location information. A Transaction may be referred to on a Sales Order by the letter “T” when preceded by an amount.
- AvaTax for Communications Service Usage Calculations. Fees for usage of AvaTax for Communications are based on one of three methods; the method applicable to Customer is based on Customer’s Order Document. Avalara will calculate Customer’s ratio of uncommitted Transactions to committed Transactions on a monthly basis by dividing the sum of uncommitted Transactions by the sum of committed Transactions during the month (the “Monthly Commit Ratio”) which may be written as follows, “uncommitted Transactions: committed Transactions). If applicable, Avalara may perform any currency conversion to calculate usage on a monthly basis.
- Billed Charges.
- Customer’s usage of the Service will be calculated based on the following:
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Billed Charges for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be calculated as the sum of Billed Charges for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the sum of the Billed Charges for committed Transactions is $50,000, then the Billed Charges for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Monthly Commit Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (A) Billed Charges for committed Transactions, or (B) Billed Charges for uncommitted Transactions.
- If Customer makes subsequent alterations or recalculations of Transactions, the full amount of the Transaction will count each time.
- In addition to the foregoing, Avalara will calculate Customer’s average Billed Charge per Transaction (“Average Billed Charge Per Transaction”) on a monthly basis by dividing Billed Charges calculated pursuant to Section 2(a)(i) by either (A) the sum of Customer’s committed Transactions for that month or (B) the sum of uncommitted Transactions for that month in the event Billed Charges for the month are calculated based on uncommitted Transactions (i.e. the Monthly Commit Ratio for that month is greater than or equal to 20:1), and usage of the Service will be calculated as follows:
- If the Average Billed Charge Per Transaction is $10.00 USD or greater, Customer’s usage for that month shall be based on Billed Charges as calculated in Section 2(a)(i).
- If the Average Billed Charge Per Transaction is less than $10.00 USD, then Customer’s usage of the Service that month will be calculated by multiplying the Billed Charges calculated in Section 2(a)(i) by $10.00 divided by Customer’s Average Billed Charges Per Transaction for that month. For example, if Customer’s Billed Charges that month are $50,000 and Average Billed Charges are $5.00 then the Billed Charges for that month will be revised to $50,000 * $10.00 / $5.00 = $100,000.
- If Customer’s Billed Charges exceed Customer’s subscription tier during a Subscription Term, Customer shall pay overages based on the Order Document.
- Customer’s usage of the Service will be calculated based on the following:
- Taxes Calculated. Customer's usage of AvaTax for Communications is calculated based on a percentage of the Taxes Calculated by the Service.
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Taxes Calculated for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be based on Taxes Calculated for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the Taxes Calculated for committed Transactions is $50,000, then the Taxes Calculated for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (a) Taxes Calculated for committed Transactions, or (b) Taxes Calculated for uncommitted Transactions.
- Transactions. Fees for usage of AvaTax for Communications are based on the number of Transactions used in AvaTax for Communications by Customer. Avalara calculates Customer’s Transaction usage on a monthly or annual basis as indicated on Customer’s Order Document. Customer shall pay overages on a per-Transaction basis for Transactions that exceed Customer’s subscription tier in a Subscription Term.
- Billed Charges.
| The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://complianceportal.eztax.com | The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://admin.avalara.com |
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- AFC Returns Guarantee. Avalara provides a guarantee of the timeliness of AFC Returns prepared and filed through Avalara Returns for Communications (the “AFC Returns Guarantee”) under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- The following limitations apply to the AFC Returns Guarantee:
- Customer must have met its obligations under the Terms and these AFC Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely and sufficiently providing all Tax Data and Tax Funds; and timely paying AFC Returns fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of its obligations in these AFC Terms or the Terms, the AFC Returns Guarantee will not apply.
- Customer must not have requested changes to Customer’s Tax Liability after the Tax Liability Approval Deadline.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist Avalara’s efforts to abate or reduce the amount of penalties and/or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the AFC Returns fees paid that are eligible for the AFC Returns Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AFC Returns during the month in which the Avalara Error occurred. For clarity, the parties acknowledge that fees paid for AFC Returns do not include any fees paid for ancillary Professional Services or any other one-time fees.
- If the audit implicated other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this AFC Returns Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara shall make the AFC Returns Guarantee payment to Customer within 30 days after the date that Avalara receives the final assessment notice from the applicable Filing Jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligation to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current AFC Returns subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this AFC Returns Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer's subscription to its AFC Service by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer's termination rights under this Section 6 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- License.
- For AvaTax for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Transaction for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific AFC Return for which it was provided.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(e) (Funding) of these AFC Terms may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section 3(e) (Funding); and
- Customer will comply with the laws of the United States in providing such funding.
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Avalara for Communications Product-Specific Supplemental Terms (“AFC Terms”) govern Customer’s use of one or both of Avalara’s transaction tax calculation and return services for telecommunications products and services, including AvaTax for Communications and Avalara Returns for Communications (“AFC Services”). These AFC Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AFC Terms and not defined have the meanings given in the Terms.
These Avalara for Communications Product-Specific Supplemental Terms (“AFC Terms”) govern Customer’s use of one or both of Avalara’s transaction tax calculation and return services for telecommunications products and services, including AvaTax for Communications and Avalara Returns for Communications (“AFC Services”). These AFC Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these AFC Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara Returns for Communications” means the Service that uses the information from the tax calculation service used by Customer to produce and remit federal, state, and local AFC Returns.
- “AvaTax for Communications” means the Service for transaction taxes, surcharges, and fees calculated on telecommunications products and services.
- “AFC Return” means a standard tax compliance return or remittance prepared for one filing period for one Filing Entity.
- “Billed Charges” means the gross sum of fees and charges included in a Transaction.
- “Taxes Calculated” means the total of all taxes, surcharges, and fees in the compliance report (or a successor report that Avalara may designate by notifying Customer in writing) generated from Customer’s usage of AvaTax for Communications (the “Compliance Report”). If no Compliance Report is generated, all taxes, surcharges, and fees calculated by the Service will be considered Taxes Calculated.
- “Transaction” means each transaction tax, surcharge, or fee calculation for a line item on an invoice, sales order, quote, or other document submitted electronically by Customer to AvaTax for Communications, irrespective of the calculation result, and, if applicable, each API call to Avalara requesting location information. A Transaction may be referred to on a Sales Order by the letter “T” when preceded by an amount.
- AvaTax for Communications Service Usage Calculations. Fees for usage of AvaTax for Communications are based on one of three methods; the method applicable to Customer is based on Customer’s Order Document. Avalara will calculate Customer’s ratio of uncommitted Transactions to committed Transactions on a monthly basis by dividing the sum of uncommitted Transactions by the sum of committed Transactions during the month (the “Monthly Commit Ratio”) which may be written as follows, “uncommitted Transactions: committed Transactions). If applicable, Avalara may perform any currency conversion to calculate usage on a monthly basis.
- Billed Charges.
- Customer’s usage of the Service will be calculated based on the following:
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Billed Charges for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be calculated as the sum of Billed Charges for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the sum of the Billed Charges for committed Transactions is $50,000, then the Billed Charges for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Monthly Commit Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (A) Billed Charges for committed Transactions, or (B) Billed Charges for uncommitted Transactions.
- If Customer makes subsequent alterations or recalculations of Transactions, the full amount of the Transaction will count each time.
- In addition to the foregoing, Avalara will calculate Customer’s average Billed Charge per Transaction (“Average Billed Charge Per Transaction”) on a monthly basis by dividing Billed Charges calculated pursuant to Section 2(a)(i) by either (A) the sum of Customer’s committed Transactions for that month or (B) the sum of uncommitted Transactions for that month in the event Billed Charges for the month are calculated based on uncommitted Transactions (i.e. the Monthly Commit Ratio for that month is greater than or equal to 20:1), and usage of the Service will be calculated as follows:
- If the Average Billed Charge Per Transaction is $10.00 USD or greater, Customer’s usage for that month shall be based on Billed Charges as calculated in Section 2(a)(i).
- If the Average Billed Charge Per Transaction is less than $10.00 USD, then Customer’s usage of the Service that month will be calculated by multiplying the Billed Charges calculated in Section 2(a)(i) by $10.00 divided by Customer’s Average Billed Charges Per Transaction for that month. For example, if Customer’s Billed Charges that month are $50,000 and Average Billed Charges are $5.00 then the Billed Charges for that month will be revised to $50,000 * $10.00 / $5.00 = $100,000.
- If Customer’s Billed Charges exceed Customer’s subscription tier during a Subscription Term, Customer shall pay overages based on the Order Document.
- Customer’s usage of the Service will be calculated based on the following:
- Taxes Calculated. Customer's usage of AvaTax for Communications is calculated based on a percentage of the Taxes Calculated by the Service.
- If the Monthly Commit Ratio is less than 5:1, Customer’s usage of the Service will be calculated based on Taxes Calculated for committed Transactions.
- If the Monthly Commit Ratio is greater than or equal to 5:1 and less than 20:1 then Customer’s usage of the Service for that month will be based on Taxes Calculated for committed Transactions multiplied by the Monthly Commit Ratio divided by 5. For example, if Customer's Monthly Commit Ratio is 8:1, and the Taxes Calculated for committed Transactions is $50,000, then the Taxes Calculated for that month will be revised to $50,000 * 8 / 5 = $80,000.
- If the Ratio is greater than or equal to 20:1, then Customer’s usage of the Service will be calculated based on the larger of either (a) Taxes Calculated for committed Transactions, or (b) Taxes Calculated for uncommitted Transactions.
- Transactions. Fees for usage of AvaTax for Communications are based on the number of Transactions used in AvaTax for Communications by Customer. Avalara calculates Customer’s Transaction usage on a monthly or annual basis as indicated on Customer’s Order Document. Customer shall pay overages on a per-Transaction basis for Transactions that exceed Customer’s subscription tier in a Subscription Term.
- Billed Charges.
| The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://complianceportal.eztax.com | The following Sections in this column apply to Customers of Avalara Returns for Communications using the portal at: https://admin.avalara.com |
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- AFC Returns Guarantee. Avalara provides a guarantee of the timeliness of AFC Returns prepared and filed through Avalara Returns for Communications (the “AFC Returns Guarantee”) under the following terms:
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- The following limitations apply to the AFC Returns Guarantee:
- Customer must have met its obligations under the Terms and these AFC Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely and sufficiently providing all Tax Data and Tax Funds; and timely paying AFC Returns fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of its obligations in these AFC Terms or the Terms, the AFC Returns Guarantee will not apply.
- Customer must not have requested changes to Customer’s Tax Liability after the Tax Liability Approval Deadline.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within 10 days of the date of the notice.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist Avalara’s efforts to abate or reduce the amount of penalties and/or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the AFC Returns fees paid that are eligible for the AFC Returns Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AFC Returns during the month in which the Avalara Error occurred. For clarity, the parties acknowledge that fees paid for AFC Returns do not include any fees paid for ancillary Professional Services or any other one-time fees.
- If the audit implicated other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this AFC Returns Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged Avalara Error.
- Avalara shall make the AFC Returns Guarantee payment to Customer within 30 days after the date that Avalara receives the final assessment notice from the applicable Filing Jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligation to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current AFC Returns subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this AFC Returns Guarantee.
- If Customer receives a notice of late filing, failure to file, or a failure to remit Taxes that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an AFC Return it was obligated to file or timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest that directly result from the Avalara Error, as specified in the final assessment notice received from the applicable Filing Jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of AFC Return fees paid by Customer during the month in which the Avalara Error occurred (as calculated in accordance with subsection (c) below).
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer's subscription to its AFC Service by submitting a notice to Avalara in accordance with the instructions provided in the Documentation within 60 days of the Effective Date. If Customer exercises Customer's termination rights under this Section 6 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- License.
- For AvaTax for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Transaction for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Communications, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific AFC Return for which it was provided.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(e) (Funding) of these AFC Terms may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in Section 3(e) (Funding); and
- Customer will comply with the laws of the United States in providing such funding.
- In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements:
DAVO by Avalara Software End User License Agreement
Effective November 1, 2023
DownloadTable of Contents
1. SOFTWARE END USER LICENSE AGREEMENT
Thank you for selecting the DAVO BY AVALARA SALES TAX Software, including all content, updates, and new releases (the “Software”) offered by Avalara, Inc. (“Avalara”). Review these license terms (“Agreement”) thoroughly. This Agreement is a legal agreement between you and Avalara and describes the terms governing your use of the Software. By accepting electronically (for example clicking “I Agree”) installing, accessing or using the Software, you agree to all of the terms described in this Agreement. If you do not agree to this Agreement, then please exit the website and do not use the Software.
2. LICENSE GRANT AND RESTRICTIONS
The Software is protected by copyright, trade secret, and other intellectual property laws and Avalara has and will have exclusive proprietary and other rights in the Software, including without limitation any and all worldwide patent, copyright, trademark, trade secret and other intellectual property rights, however and wherever arising (collectively, the “Proprietary Rights”). You are only granted certain limited rights to install and use the Software, and Avalara reserves all other rights in the Software not granted to you in writing herein. As long as you meet any applicable payment obligations and comply with this Agreement, Avalara grants you a limited, non-exclusive, non-transferable, revocable license to use the Software only for the period of use provided in the ordering and activation terms, as set forth in this Agreement, or in accordance with Avalara’s then-current product discontinuation policies, as updated from time to time, and only for the purposes described by Avalara for the Software.
You acknowledge and agree that the Software is licensed, not sold. You agree not to use, nor permit any third party to use, the Software in a manner that violates any applicable law, regulation, or this Agreement.
Except as expressly permitted hereunder, the Software shall be used by you only for the processing of your business, which will include servicing and maintaining records, and you shall not permit any third-party to use or access the Software. In addition, you will not and will not permit any of your employees or assigns or any other party to: (i) reverse assemble, reverse engineer, decompile or otherwise attempt to derive source code from the Software or any component thereof, except as specifically permitted by law for interoperability; (ii) modify, translate or prepare derivative works of the Software or any component thereof; (iii) copy or reproduce the Software or any component thereof, other than as expressly provided in this Agreement; (iv) use the Software in any manner that infringes the Proprietary Rights or other rights of Avalara, its affiliates, licensors or another party; (v) distribute, re-distribute, sublicense (other than as expressly allowed in this Agreement), assign, share, sell, rent, lease, or grant a security interest in the Software; (vi) interfere or attempt to interfere in any manner with the functionality or proper working of the Software; (vii) publish the Software or any part of the Software for others to copy; (viii) use the Software for commercial hosting services; (ix) attempt to avoid or circumvent the security measures set up to protect the Software from unauthorized use; (x) make the Software available to anyone other than your permitted users; (xi) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortuous material or to store or transmit material in violation of third-party privacy rights; (xii) use the Software to store or transmit malicious code; (xiii) interfere with or disrupt the integrity or performance of the Software or third-party data contained therein; (xiv) attempt to gain unauthorized access to the Software or their related systems or networks; and (xv) access the Software to build a competitive product or service or to copy any features, functions or graphics of the Software.
Avalara may modify the Software and this Agreement at any time with notice to you via electronic communication.
3. PAYMENT
For Software licensed on a payment or subscription basis, the following terms apply, unless Avalara notifies you otherwise in writing, or as otherwise set forth in an addendum to this Agreement, all in accordance with the payment terms provided to you for the Software:
Your bank account will be electronically debited on a monthly basis when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Software. In addition Avalara may in some circumstances accept payment as follows: (i) a valid credit card acceptable to Avalara; (ii) a valid debit card acceptable to Avalara.
If your payment and registration information is not accurate, current and complete, and you do not notify us promptly when such information changes, we may immediately suspend or terminate your account, terminate your license and refuse any further use of the Software. If you do not notify us of updates to your payment method (e.g., change in banking information or credit card expiration date), to avoid interruption of your service, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain. Avalara also reserves the right to manually debit your bank account for unpaid subscription fees, should a change in your payment information result in uncollected sums. Avalara will automatically renew your subscription at the then-current rates, unless the Software is cancelled or terminated under this Agreement. Additional cancellation or renewal terms may be provided to you on the website for the Software.
4. YOUR PRIVACY AND PERSONAL INFORMATION
Please review Avalara’s Privacy Policy provided with the Software and on the website for the Software at www.davosalestax.com/privacy-policy-davo-technologies/. You agree to the applicable Avalara Privacy Policy, and any changes published by Avalara. You agree that Avalara may use and maintain your data according to the Avalara Privacy Policy, as part of the Software.
5. CONTENT
You are responsible for your content. You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Software. You grant Avalara a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software to provide the services under, and as contemplated by, this Agreement. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information, and disclosures. Avalara is not responsible for the Content or data you provide through your use of the Software. None of the following is permitted as Content while using the Software; (i) illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack on others, or criminal or civil liability under any local, state, federal or foreign law; (ii) content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy; (iii) advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding; (iv) virus, trojan horse, worm or other disruptive or harmful software or data; and (v) any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
Avalara may freely use feedback you provide. You agree that Avalara may use your feedback, suggestions, or ideas in any way, including in future modifications of the Software, other products or services, advertising or marketing materials. Avalara will not sell, publish or share your feedback in a way that could identify you without your explicit permission.
Avalara may monitor your Content. Avalara may, but has no obligation to, monitor content on the Software. We may disclose any information necessary to satisfy our legal obligations, protect Avalara or its customers, or operate the Software properly. Avalara, in its sole discretion, may refuse to post, remove, or refuse to remove, any content, in whole or in part, alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
6. ADDITIONAL TERMS
You acknowledge and agree that Avalara does not independently calculate your sales tax liability but will collect, file, and pay your sales tax based upon the information collected from your Point of Sale (POS), accounting software package. You acknowledge that Avalara is not responsible for incorrect programming of tax rates in your POS, or the taxability or non-taxability or tax-exempt status of goods and services sold, and that any penalties assessed due to the aforementioned errors or omissions on your part will be your responsibility. You acknowledge that it is your responsibility to provide Avalara with access to your E-File account so Avalara can submit returns on your behalf and to inform Avalara as to any change in your State required filing frequency and that any penalties assessed due to incorrect filing frequency will be your responsibility. You further acknowledge Avalara does not provide professional tax opinions or tax management advice specific to the facts and circumstances of your business. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice. Accordingly, you hereby release and hold harmless Avalara and its affiliates, subsidiaries, officers, directors, and employees from any assessments (including, but not limited to, penalties and interest) assessed against you as a result of your failure to provide Avalara with access to your E-File account to submit returns on your behalf or incorrect filing and paying of sales tax due to incorrect sales tax data collected from your POS or accounting software package.
During the term of the Agreement, Avalara shall collect sales and sales tax data from your Point of Sale (“Tax Data”). Avalara shall compile such Tax Data and prepare and file periodic tax returns (as required by the state in which you are filing your returns), on behalf of you. You agree to provide designated bank account information (“Bank Account”) and routing number for the purpose of paying outstanding tax obligations. By accepting the terms and conditions of this Agreement, you agree that Avalara may automatically initiate the ACH transfer of the tax amounts due (“Tax Funds”) from the Bank Account on a daily basis. If at any time during reconciliation of your Bank Account a balance is found to be owed, you agree to immediately fund the Bank Account such amount owed for withdrawal by us. Avalara may hold the Tax Funds withdrawn from the Bank Account for taxes due in an interest-bearing trust account prior to disbursement to the taxing authority. Any interest earned on such account shall accrue for the benefit and be the sole property of Avalara. Avalara acknowledges and agree that all Tax Funds received from you belong to, and will be held in trust for, the benefit of, the individual taxing authorities to which such Tax Funds are due and that the Tax Funds shall not be commingled with Avalara’s general funds but may be deposited with funds also held in trust on behalf of other taxpayer customers of Avalara.
Avalara will not provide funds to pay your taxes due. If for any reason the Tax Funds are not available to Avalara in the Bank Account at the time of withdrawal, Avalara may not have collected enough Tax Funds to fulfill the tax filing and payment obligation for a tax period. In this event or pursuant to Section 7, Avalara may:
1) remit your returns without payment and it will be your responsibility to make payments directly to the taxing authorities. You acknowledge and agree that Avalara will not be responsible for any assessments (including, but not limited to, all penalties and interest) due as a result of remitting returns without payment. Accordingly, you hereby release and holds harmless Avalara and its affiliates, subsidiaries, officers, directors, and employees from any assessments (including, but not limited to, penalties and interest) assessed against you as a result of returns filed without payment because of your funding delays or because the Bank Account did not have sufficient funds to pay tax amounts owed by You. In addition, you waive any claim against Avalara and its affiliates, subsidiaries, officers, directors, and employees related to the foregoing. Notwithstanding any other provision of this Agreement, Avalara reserves the right to immediately terminate this Agreement or take other action to mitigate exposure to loss if tax amounts due are not properly and sufficiently funded by you.
2) return the Tax Funds collected to you and it will be your responsibility to file and pay the taxing authorities directly. You acknowledge and agree that Avalara will not be responsible for any assessments (including, but not limited to, all penalties and interest) due as a result of your failure to file and/or pay your sales tax obligations. Accordingly, you hereby release and holds harmless Avalara and its affiliates, subsidiaries, officers, directors, and employees from any assessments (including, but not limited to, penalties and interest) assessed against you as a result of your not filing or paying your sales tax obligations on time and/or in full as a result of Avalara returning your Tax Funds to you and requiring you to file and pay the taxing authorities yourself. In addition, you waive any claim against Avalara and its affiliates, subsidiaries, officers, directors and employees related to the foregoing. Notwithstanding any other provision of this Agreement, Avalara reserves the right to immediately terminate this Agreement or take other action to mitigate exposure to loss if tax amounts due are not properly and sufficiently funded by you.
Transactions rejected due to insufficient funds will be charged $3.00 per rejected transaction. This is in addition to any fees or charges initiated by your bank. Avalara will net the charge out of our monthly/quarterly filing reconciliation if possible. Otherwise, Avalara will ACH debit the sum total of the monthly rejected transaction fees from your bank account. Avalara urges you to contact us if you know your account is not going to be funded or if you are changing bank accounts. This will help us mitigate transaction rejection.
You acknowledge that you receive all notices relating to your tax returns directly from taxing authorities. Accordingly, you agree to release, defend, indemnify, and hold harmless Avalara and its affiliates, subsidiaries, officers, directors, and employees from any assessments (including, but not limited to, all penalties and interest) assessed against you as a result of or based on: (a) your failure to immediately deliver to Avalara any notice from a taxing authority; or (b) your election to manage notices from taxing authorities on its own. In addition, on behalf of you and your successors and assigns, you waive any claim against Avalara and its affiliates, subsidiaries, officers, directors and employees related to the foregoing.
We may tell you about other Avalara services. You may be offered other services, products, or promotions by Avalara (“Avalara Services”). Additional terms and conditions and fees may apply. With some Avalara Services you may upload or enter data such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Avalara permission to use information about your business and experience to help us to provide the Avalara Services to you and to enhance the Software. You grant Avalara permission to combine your business data, if any, with that of others in a way that does not identify you or any individual personally. You also grant Avalara permission to share or publish summary results relating to research data and to distribute or license such data to third parties. Please see Section 15 for further Terms and Conditions related to Avalara’s other Product Offering.
Avalara may be required by law to send you communications about the Software or Third Party Products. You agree that Avalara may send these communications to you via electronic communication or by posting them on our websites.
You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for access to the Software and to contact Avalara if you become aware of any unauthorized access to your account. The Software may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Software. You agree to receive these updates.
You acknowledge that Avalara is dependent on you and third parties to effectively provide the Software and that there are factors outside of Avalara’s control that affect the Software, including, but not limited to the following: (a) the risks inherent with the Internet; (b) the proper operation, availability and function of your ISP, network, hardware, software (including, but not limited to, business or accounting software); (c) your accurate completion of set-up forms, your correct configuration of the Software and your performance of all of its obligations under this Agreement; and (d) state and local governmental agencies to timely update and provide tax rate information. You acknowledge that Avalara is not responsible for any damages related to the operation of any third party software or hardware used by you in the Software.
7. AVALARA SALES TAX GUARANTEE
Avalara will set aside your sales tax funds daily, then file your return and pay your sales tax obligation on time and in full provided:
Your POS has reported the correct amount of sales tax due to the state.
Avalara has impounded the full amount due to the state for the filing period. In the event that we have been unable to collect the full amount of your sales tax funds from your bank account for any reason or your POS has under-reported the sales tax due to the state, Avalara will perform as described in SECTION 6: ADDITIONAL TERMS 1) and 2).
You have provided Avalara access to your current state E-File account (login credentials, state sales tax identifier and any multi-factor authorization or authentication required besides the login credentials). In the event that you have not done this or Avalara is unsuccessful in accessing your state E-File account for any reason not under Avalara’s control, Avalara will perform as described in SECTION 6: ADDITIONAL TERMS 1) and 2). In addition, if you do not provide Avalara with successful access to any of your current E-File accounts within 6 months following the date you accept this Agreement or first access or use the Software, Avalara reserves the right to terminate the services and license under this Agreement and return to you the Tax Funds it collected.
8. SERVICE SUSPENSION AND SECURITY
Except as otherwise agreed in this Agreement, in addition to Avalara’s right to terminate or suspend the rights to the use of the Software under this Agreement, you acknowledge that: (i) your access to, and use of, the Software, may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Software for any reason, including, but not limited to, as a result of power outages, system failures or other interruptions; (ii) Avalara shall also be entitled, without any liability to you, to suspend access to any portion or all of the Software at any time, on a system-wide basis: (A) for scheduled maintenance and updates to permit Avalara to conduct maintenance or make modifications to the Software; (B) in the event of a denial of service attack or other attack on the Software or other event that Avalara determines, in its sole discretion, may create a risk to the Software, to you or any other customer if the Software were not suspended; or (C) in the event that Avalara determines that the Software is prohibited by law or Avalara otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Without limitations to the disclaimers in this Agreement, Avalara shall have no liability whatsoever for any damage, liabilities, losses (including, without limitation, any penalties, interest or loss of data or profits) or any other consequence that you may incur as a result of any Service Suspension. To the extent that Avalara is able, it will endeavor to provide you notice of any Service Suspension in accordance with the notice provisions in this Agreement regarding resumption of the Software following any such suspension, but Avalara shall have no liability for the manner in which it may do so or if it fails to do so.
Avalara strives to keep your customer data and Tax Data secure, but cannot guarantee that it will be successful at doing so given the nature of the Internet. Accordingly, you acknowledge that you bear sole responsibility for the adequate security, protection and backup of your customer data and Tax Data. Avalara strongly encourages you, where available and appropriate, to (i) use encryption technology to protect your customer data and Tax Data from unauthorized access, (ii) routinely archive your customer data and Tax Data, and (iii) keep your software that you use to run the Software current with the latest security patches or updates. Avalara shall have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any customer data or Tax Data.
9. DISCLAIMER OF WARRANTIES
YOUR USE OF THE SOFTWARE AND CONTENT ACCESSIBLE THROUGH THE SOFTWARE IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AVALARA, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE OR DATA PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY REFERRED TO AS, “SUPPLIERS”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SOFTWARE IS FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OR CONTENT IN OR LINKED TO THE SOFTWARE. AVALARA AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SOFTWARE IS SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION. FURTHER, AVALARA DOES NOT WARRANT ACCESS TO THE INTERNET OR TO ANY OTHER SERVICE, CONTENT OR DATA TRANSMITTED THROUGH THE SOFTWARE.
AVALARA, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SOFTWARE WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.
10. LIMITATION OF LIABILITY AND INDEMNITY
AVALARA WARRANTS THAT WE WILL PAY ALL PENALTIES AND INTEREST ACTUALLY IMPOSED ON LICENSEE BY A TAXING AUTHORITY PROVIDED ALL OF THE FOLLOWING CONDITIONS ARE SATISFIED: (i) THE PENALTY AND INTEREST IMPOSED AROSE SOLELY FROM AVALARA’S ERROR OR NEGLIGENCE IN TIMELY PERFORMING THE AVALARA SERVICES; (ii) LICENSEE HAS FULFILLED ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT; (iii) LICENSEE HAS PROMPTLY FORWARDED ANY NOTICES AND RELEVANT INFORMATION FROM TAXING AUTHORITIES TO US; AND (iv) LICENSEE HAS FULLY COOPERATED WITH AVALARA’S EFFORTS TO ABATE AND/OR REDUCE THE AMOUNT OF PENALTY AND INTEREST IMPOSED AGAINST LICENSEE. PENALTIES AND INTEREST DUE BY AVALARA UNDER AVALARA’S WARRANTY PROVIDED HEREIN MAY BE REDUCED IF LICENSEE OTHERWISE BENEFITED AS A RESULT OF ANY UNDERPAYMENT TO A TAXING AUTHORITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF AVALARA, AND ITS AFFILIATES AND SUPPLIERS FOR ALL MATTERS OR CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU PAID FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, AVALARA AND ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET AVALARA SYSTEM REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF AVALARA AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF AVALARA, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE AND ITS USE.
You agree to indemnify and hold Avalara and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Software or breach of this Agreement (collectively referred to as “Claims”). Avalara reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Avalara in the defense of any Claims.
11. CHANGES
We reserve the right to change this Agreement at any time, and the changes will be effective when posted on our website for the Software or when we notify you by other means. We may also change or discontinue the Software, in whole or in part. Your continued use of the Software indicates your agreement to the changes.
12. TERMINATION
Avalara in its sole discretion and without notice, may terminate the Software if you fail to comply with this Agreement or if you no longer agree to receive electronic communications. Upon termination you must immediately stop using and delete or destroy all copies of the Software or any outstanding payments will become due. Any termination of this Agreement shall not affect Avalara’s rights to any payments due to it.
13. EXPORT RESTRICTIONS
You acknowledge that the Software, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. You agree that you will comply with these laws and regulations, and will not export or re-export the Software, or any part of the Software, in violation of these laws and regulations, directly or indirectly.
14. COMPLIANCE WITH NACHA OPERATING RULES
The funding process described in Section 6 of this Agreement may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
(a) To the extent that your funding is governed by the NACHA Operating Rules, you specifically agree to the following NACHA requirements:
(i) you will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
(ii) you authorize Avalara to originate the funding requests described in Section 6; and
(iii) you will comply with the laws of the United States in providing such funding.
(b) In addition to any other applicable termination rights, Avalara may terminate the Agreement for your non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying you of your non-compliance.
(c) Avalara has the right to audit your funding process, at a time and location mutually agreeable to both you and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
15. GOVERNING LAW AND VENUE
New York state law governs this Agreement without regard to any laws, treaties, conflicts of laws principles that would apply the law of any other jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. For any claims or causes of action arising out of the Agreement, the Parties agree to the exclusive jurisdiction of, and venue in, the state and federal courts located in New York County, New York.
16. OTHER PRODUCTS
Avalara may offer other payments products which you may subscribe to. You are under no obligation to subscribe to any Avalara products.
E-Invoicing and Live Reporting and Electronic Data Interchange
Effective November 1, 2023
DownloadTable of Contents
These E-Invoicing and Live Reporting and Electronic Data Interchange Service-Specific Supplemental Terms ("ELR Terms") govern Customer's purchase and use of ELR Solutions and Additional Services.
These ELR Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the "Terms"). Any capitalized terms used and not defined in these ELR Terms have the meanings given in the Terms. For the ELR Solution and any Additional Services, any references in the Agreement to "Avalara, Inc." or "Avalara" will be deemed to be to "Avalara Europe Ltd.
- Definitions.
- "Additional Services" means those services ancillary to the ELR Solution, including, without limitation, Digital Archiving Services, that may be subject to additional fees.
- "E-Invoicing and Live Reporting" means the service for electronic management of invoices in different electronic formats, via a data exchange network, as required by the Filing Jurisdiction (E-Invoicing) and the service for reporting sales transactions (e.g., invoices or invoice data), accounting information (e.g., ledgers) or other required documents in an electronic format as required by the Filing Jurisdiction (Live Reporting).
- "Business Connection" means, in association with the performance of Electronic Data Interchange services, any technical facility implemented by Avalara for the exchange of electronic documents between Avalara and the Customer or Avalara and the Customer's business partner.
- "Customer Infrastructure" means the Customer's computing environment (consisting of hardware, software, and telecommunications networks) that Customer uses in connection with its use of the ILR Solution.
- "Digital Archiving Services" means the service for storing invoices and other documentation within a secure environment.
- "Electronic Data Interchange" means the service for electronic management and transmission of data in different electronic formats between the Customer and Customer’s business partners.
- "ELR Solution" means one of the following: E-Invoicing and Live Reporting or Electronic Data Interchange.
- "Filing Jurisdiction" means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide the ELR Solution.
- The Services.
- Customer's Account Setup. Customer shall promptly provide Avalara with all requested information, including Customer Data, that is reasonably necessary to begin providing the ELR Solution and the Additional Services. Customer shall provide such information through the method designated by Avalara.
- Customer Obligations. Customer shall provide Avalara with the necessary assistance, materials, and resources that Avalara may reasonably require from time to time in connection with the performance of the ELR Solution and Additional Services, including access to Customer Data and Customer Infrastructure. Customer shall maintain complete, up-to-date, reproducible, and accurate backup copies of all data, programs, and electronic records held by Customer necessary for Avalara's provision of ELR Solution.
- Avalara Obligations. Avalara, in connection with the ELR Solution, shall: (i) process and deliver the relevant documents to the Filing Jurisdiction; and (ii) assist the Customer in complying with local requirements in the Filing Jurisdictions as Avalara determines to be appropriate.
- Digital Archiving Services.
- Provision of Digital Archiving Services. Avalara may, in connection with the provision of Avalara E-Invoicing and Live Reporting services and as disclosed in the Documentation, provide Digital Archiving Services. Avalara reserves the right to charge applicable fees for Digital Archiving Services and will set out any applicable fees in the Sales Order. Nothing in these terms requires Avalara to provide Digital Archiving Services in any country other than those listed in the Documentation.
- Customer Obligations. Customer shall timely provide the information and execute any documentation required by regulatory bodies or local vendors engaged by Avalara (collectively "Documentary Requirements"). Avalara may refuse to provide Digital Archiving Services if Customer fails to satisfy such Documentary Requirements in a timely manner.
- Suitability of Archiving Services. Customer is solely responsible for determining whether Digital Archiving Services meet its applicable regulatory obligations in the relevant Filing Jurisdiction.
- Provision of Digital Archiving Services. Avalara may, in connection with the provision of Avalara E-Invoicing and Live Reporting services and as disclosed in the Documentation, provide Digital Archiving Services. Avalara reserves the right to charge applicable fees for Digital Archiving Services and will set out any applicable fees in the Sales Order. Nothing in these terms requires Avalara to provide Digital Archiving Services in any country other than those listed in the Documentation.
- Fees. Customer shall pay all fees and expenses for the ELR Solution as specified in each Order Document or Invoices or as otherwise described herein by Avalara.
- Avalara E-Invoicing and Live Reporting: Fees for E-Invoicing and Live Reporting are based on the number of transactions (i.e., invoices) processed by Avalara.
- Avalara Electronic Data Interchange: Fees for Electronic Data Interchange Services are based on the number of Business Connections implemented by Avalara. For the avoidance of doubt, facilities for the exchange of documents of different types or between different parties are each a separate Business Connection.
- Additional Services: Fees for Additional Services shall be as set out in the Sales Order and may require advance payment in full before Avalara begins performance.
- Governing Law; Jurisdiction and Venue. The ELR Terms and all matters in connection with the ELR Terms are governed by the laws of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these ILR Terms or their subject matter or formation.
- Third Party Rights. The ELR Terms do not confer any rights on any other person or party (other than the Parties to the ELR Terms, and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Inapplicable Provisions of the Terms.
- Trials. Any provisions relating to Services delivered as “software as a service” (such as provisions relating to status updates, and downtime) do not apply to AvaIara E-lnvoicing and Live Reporting or to Additional Services offered pursuant to these ELR Terms.
- No Automatic Upgrade. Customer's AvaIara E-lnvoicing and Live Reporting subscription will not be automatically upgraded to the next highest subscription tier.
Effective October 28, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated July 1, 2022
These Supplemental Terms for Avalara e-Invoicing, Avalara Live Reporting Avalara EDI Business Process, Avalara EDI Business Partner Connection and Avalara EDI Business Partner Routing (“ILR Terms”) govern Customer’s purchase and use of ILR Solutions and Additional Services. These ILR Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used and not defined in these ILR Terms have the meanings given in the Terms. For the ILR Solution, any references in the Agreement to “Avalara, Inc.” or “Avalara” will be deemed to be to “Avalara Europe Ltd.”, an Affiliate of Avalara, Inc.
- Definitions.
- “Additional Services” means those services ancillary to the ILR Solution, including, without limitation, Digital Archiving Services, that may be subject to additional fees.
- “Avalara EDI Business Partner Connection” means the transmission of Customer Data to the Customer’s business partners in its original format.
- “Avalara EDI Business Partner Routing” means the conversion of Customer Data by Avalara into the format determined by the Customer’s business partners and the transmission of such converted Customer Data to the Customer’s business partners.
- “Avalara EDI Business Process” means the receipt of Customer Data from the Customers ERP system into Avalara’s systems.
- “Avalara e-Invoicing” means the service for electronic management of invoices in different formats and as required by the Filing Jurisdiction.
- “Avalara Live Reporting” means the service for periodically reporting sales transactions (e.g., invoices) or accounting information (e.g., ledgers) in an electronic format as required by the Filing Jurisdiction.
- “Business Connection” means, in association with the performance of Electronic Data Interchange services, any technical facility implemented by Avalara for the exchange of electronic documents between Avalara and the Customer or Avalara and the Customer’s business partner.
- “Customer Infrastructure” means the Customer’s computing environment (consisting of hardware, software, and telecommunications networks) that Customer uses in connection with its use of the ILR Solution.
- “Digital Archiving Services” means the service for storing invoices and other documentation within a secure environment.
- “Electronic Data Interchange Services” include Avalara EDI Business Process, Avalara EDI Business Partner Connection, and Avalara EDI Business Partner Routing.
- “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide the ILR Solution.
- “ILR Solution” means Avalara e-Invoicing, Avalara Live Reporting and/or Electronic Data Interchange Services collectively; these services may be purchased together or separately.
- The Services.
- Customer’s Account Setup. Customer shall promptly provide Avalara with all requested information, including Customer Data, that is reasonably necessary to begin providing the ILR Solution and the Additional Services. Customer shall provide such information through the method designated by Avalara.
- Customer Obligations. Customer shall provide Avalara with the necessary assistance, materials, and resources that Avalara may reasonably require from time to time in connection with the performance of the ILR Solution and Additional Services, including access to Customer Data and Customer Infrastructure. Customer shall maintain complete, up-to-date, reproducible, and accurate backup copies of all data, programs, and electronic records held by Customer necessary for Avalara’s provision of ILR Solution.
- Avalara Obligations. Avalara, in connection with the ILR Solution, shall: (i) process and deliver the relevant documents to the Filing Jurisdiction; and (ii) assist the Customer in complying with local requirements in the Filing Jurisdictions as Avalara determines to be appropriate.
- Digital Archiving Services.
- Provision of Digital Archiving Services. Avalara shall, in connection with the provision of Avalara E-Invoicing and Avalara Live Reporting services and in the countries listed in Appendix A, provide Digital Archiving Services. If Avalara provides Digital Archiving Services in additional countries, applicable fees will be set out in the applicable Sales Order. Nothing in these terms requires Avalara to provide Digital Archiving Services in any country other than those listed in Appendix A
- Customer Obligations. Customer shall timely provide the information and execute any documentation required by regulatory bodies or local vendors engaged by Avalara (collectively “Documentary Requirements”). Avalara may refuse to provide Digital Archiving Services if Customer fails to satisfy such Documentary Requirements in a timely manner.
- Suitability of Archiving Services. Customer is solely responsible for determining whether Digital Archiving Services meet its applicable regulatory obligations in the relevant Filing Jurisdiction.
- Fees. Customer shall pay all fees and expenses for the ILR Solution as specified in each Order Document or Invoices or as otherwise described herein by Avalara.
- E-Invoicing. Fees for Avalara e-Invoicing and Avalara Live Reporting are each based on the number of invoices processed by Avalara.
- Electronic Data Interchange. Fees for Electronic Data Interchange Services are based on the number of Business Connections implemented by Avalara. For the avoidance of doubt, facilities for the exchange of documents of different types or between different parties are each a separate Business Connection.
Fees for Additional Services may require advance payment in full before Avalara begins performance.
- Governing Law; Jurisdiction and Venue. The ILR Terms and all matters in connection with the ILR Terms are governed by the laws of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these ILR Terms or their subject matter or formation.
- Third Party Rights. The ILR Terms do not confer any rights on any other person or party (other than the Parties to the ILR Terms, and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
- Deviations from the Terms.
- Trials. The sections of the Terms entitled Trial Period and Automatic Upgrades and Overages and any provisions relating to Services delivered as “software as a service” (such as provisions relating to uptime statistics, status updates, and downtime) do not apply to Avalara e-Invoicing or Avalara Live Reporting or to Additional Services offered pursuant to these ILR Terms.
- No Automatic Upgrade. Customer’s Avalara e-Invoicing and Avalara Live Reporting subscription will not be automatically upgraded to the next highest subscription tier.
APPENDIX A
Digital Archiving Service Countries
Brazil
India
Italy
Turkey
Energy and Tobacco
Effective November 1, 2023
DownloadTable of Contents
These Avalara for Energy and Avalara for Tobacco Service-Specific Supplemental Terms (“Energy and Tobacco Terms”) govern Customer’s use of Avalara Energy and Tobacco Services. These Energy and Tobacco Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Energy and Tobacco Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara AvaTax for Energy” (formerly known as AvaTax Excise) means the Service for excise, sales, and use tax calculation for petroleum products only.
- “Avalara AvaTax for Tobacco” (formerly known as AvaTax Excise) means the Service for excise, sales, and use tax calculation for tobacco products only.
- “Avalara Returns for Energy” (formerly known as Avalara Returns Excise Enterprise) means the Service for providing signature-ready tax returns for petroleum products.
- “Avalara Returns Reconciliation for Energy” or “Returns Recon for Energy” means the optional add-on feature of Avalara Returns for Energy that allows Customer to configure and generate a general ledger report to self-assess for financial discrepancies before or after Returns are filed.
- “Avalara Returns Reconciliation for Tobacco” or “Returns Recon for Tobacco” means the optional add-on feature of Avalara Returns for Tobacco that allows Customer to configure and generate a general ledger report to self-assess for financial discrepancies before or after Returns are filed.
- “Avalara Returns for Tobacco” (formerly known as Avalara Returns Excise Enterprise) means the Service for providing signature-ready tax returns for tobacco products.
- “Energy and Tobacco Services” means the Services for Avalara AvaTax for Energy, Avalara AvaTax for Tobacco, Avalara Returns for Energy, Avalara Returns for Tobacco, Returns Recon for Energy, and Returns Recon for Tobacco.
- "Jurisdiction" means a U.S. state, district, or territory, or Canadian province, or country (as listed in an Order Document) in which Customer files Returns or calculates excise, sales, and use tax for petroleum or tobacco products.
- “Return” means all the excise tax returns, forms, schedules, and other filings for Customer (and, if applicable, its Affiliates) for a return code listed in the Order Document (and including, if applicable, a successor return code established by a Jurisdiction to succeed a return code listed in the Order Document), during the applicable Subscription Term.
- Services.
- Customer Responsibilities.
- Customer is responsible for system configuration unless otherwise provided in an Order Document. Customer shall perform the tasks and provide the items and resources related to system configuration that Avalara may reasonably request. Any delays by Customer may result in delays in system configuration and delays in using the Service, which could result in penalties, fines, or other sanctions imposed by a taxing or similar authority. Avalara may extend its performance time commensurate with any Customer delay.
- If Customer purchases Avalara Returns for Energy or Avalara Returns for Tobacco, the Service will generate Returns for Customer’s review and filing. Customer retains sole responsibility and liability for the accurate preparation and timely filing of the Returns.
- Avalara’s Responsibilities. In addition to Avalara’s responsibilities provided elsewhere in the Agreement, Avalara will give users at least 24 hours’ written notice of any planned downtime via a banner or message within the system. To the extent practicable, Avalara will schedule planned downtime during the hours from 6:00 p.m. to 3:00 a.m. Pacific Time.
- License.
- For Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific transaction or query for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Energy and Avalara Returns for Tobacco, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific Return for which it was provided.
- Customer Responsibilities.
- Fees for Avalara Returns for Energy and Avalara Returns for Tobacco. Fees for Avalara Returns for Energy are based on Customer’s platform type and the number and type of Returns or Jurisdictions purchased by Customer. Fees for Avalara Returns for Tobacco are based on Customer’s platform type and the number of Returns or Jurisdictions purchased by Customer. Fees for each respective Service will increase at the level of Avalara’s then-current pricing if Customer adds Returns.
- Fees for Returns Recon for Energy and Returns Recon for Tobacco. Fees for Returns Recon for Energy and Returns Recon for Tobacco are based on the number and type of Returns purchased by Customer. Fees for each respective Service will increase at the level of Avalara’s then-current pricing if Customer adds Returns.
- Fees for Avalara AvaTax for Energy and Avalara AvaTax for Tobacco.
- Fees. Fees for Avalara AvaTax for Energy and Avalara AvaTax for Tobacco are based on Customer’s platform type and the number of Jurisdictions purchased by Customer for the respective Service and will increase at the level of Avalara’s then-current pricing if Customer adds Jurisdictions.
- Transaction Pricing. This Section 5(b) (Transaction Pricing) applies only to purchases of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco made prior to January 1, 2021, with Documents specified on the Sales Order.
- Document Calculations.
- Documents. Fees for usage of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco are based on the number of Documents recorded or altered in the Service by Customer. A “Document” is any record that is entered, uploaded, or otherwise recorded in Avalara AvaTax for Energy and Avalara AvaTax for Tobacco by Customer. Documents include, for example, unique sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, except for records on which no tax is calculated solely because the Customer has configured the Service to not calculate tax on transactions in the jurisdiction of the destination address included on the record.
- Alternate Document Calculations. In the situations described below, Avalara may use one of the following alternate calculations of Document usage to better capture Customer’s use of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco:
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Every 10 API calls to the excise tax calculation service will count as one Document; and
- Every 100 invoice lines sent to the excise tax calculation service will count as one Document.
- If Customer does uniquely identify Documents to Avalara AvaTax for Energy and Avalara AvaTax for Tobacco in a billing month, but usage of the Avalara AvaTax for Energy and Avalara AvaTax for Tobacco APIs or the number of invoice lines submitted significantly exceeds ordinary usage in that month, the following calculations may be used to determine “Document” usage during that month (with the number of Documents counted against the subscription calculated as the sum of all the following):
- Every 20 API calls to the excise tax calculation service will count as one Document;
- Every 200 invoice lines sent to the excise tax calculation service will count as one Document; and
- Every Document submitted.
The calculation in this subsection B(2) will be made at the end of each calendar month.
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Fees. Fees are based on Customer’s platform type, the number of Jurisdictions, and the Document subscription tier selected by Customer. Avalara will provide Customer use of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, as applicable, for the Jurisdictions and for the number of Documents in the Document tier set forth in the Order Document.
- Automatic Upgrades and Overages. If applicable, Customer may choose one of two options if Customer exceeds the usage tier for Documents set forth in its Order Document: either payment of a per-Document overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Documents in Customer’s purchased subscription tier, Customer may change the selected option. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Document Calculations.
- Term and Termination.
- Service Term. The Initial Subscription Term for each Energy and Tobacco Service will commence on the Effective Date and will continue for a period of one year unless earlier terminated in accordance with the Terms. Thereafter, the Agreement will automatically renew for successive additional one-year Renewal Subscription Terms unless (a) Customer provides written notice of non-renewal at least 30 days before the expiration of the then-current Subscription Term or (b) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Customers must submit notice of non-renewal to Avalara in accordance with the instructions provided in the Documentation.
- Data Export. By default, Avalara AvaTax for Energy and Avalara AvaTax for Tobacco do not store transaction data (“Document Data”). Customer may opt to store up to 30 days of Document Data in Avalara’s systems. Avalara Returns for Energy and Avalara Returns for Tobacco store up to 10 years of Customer Data. Upon a request from Customer received no later than 60 days after termination of an Energy and Tobacco Service subscription, Avalara shall either (i) provide Customer with limited access to the applicable Energy and Tobacco Service, at no additional cost and subject to the obligations and restrictions of the Terms, solely for the purpose of retrieving Document Data, if any, and any other Customer Data stored on Avalara’s systems; or (ii) provide Customer with an export file of the Document Data, if any, and any other Customer Data stored on Avalara’s systems in a commonly used format reasonably determined by Avalara and subject to Avalara’s standard fees for such export. Avalara may, but shall have no obligation to, maintain or return Document Data or Customer Data more than 60 days after termination of the applicable subscription.
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Avalara for Energy and Avalara for Tobacco Supplemental Terms (“Energy and Tobacco Terms”) govern Customer’s use of Avalara Energy and Tobacco Services. These Energy and Tobacco Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Energy and Tobacco Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara AvaTax for Energy” (formerly known as AvaTax Excise) means the Service for excise, sales, and use tax calculation for petroleum products only.
- “Avalara AvaTax for Tobacco” (formerly known as AvaTax Excise) means the Service for excise, sales, and use tax calculation for tobacco products only.
- “Avalara Returns for Energy” (formerly known as Avalara Returns Excise Enterprise) means the Service for providing signature-ready tax returns for petroleum products.
- “Avalara Returns Reconciliation for Energy” or “Returns Recon for Energy” means the optional add-on feature of Avalara Returns for Energy that allows Customer to configure and generate a general ledger report to self-assess for financial discrepancies before or after Returns are filed.
- “Avalara Returns Reconciliation for Tobacco” or “Returns Recon for Tobacco” means the optional add-on feature of Avalara Returns for Tobacco that allows Customer to configure and generate a general ledger report to self-assess for financial discrepancies before or after Returns are filed.
- “Avalara Returns for Tobacco” (formerly known as Avalara Returns Excise Enterprise) means the Service for providing signature-ready tax returns for tobacco products.
- “Energy and Tobacco Services” means the Services for Avalara AvaTax for Energy, Avalara AvaTax for Tobacco, Avalara Returns for Energy, Avalara Returns for Tobacco, Returns Recon for Energy, and Returns Recon for Tobacco.
- "Jurisdiction" means a U.S. state, district, or territory, or Canadian province, or country (as listed in an Order Document) in which Customer files Returns or calculates excise, sales, and use tax for petroleum or tobacco products.
- “Return” means all the excise tax returns, forms, schedules, and other filings for Customer (and, if applicable, its Affiliates) for a return code listed in the Order Document (and including, if applicable, a successor return code established by a Jurisdiction to succeed a return code listed in the Order Document), during the applicable Subscription Term.
- Services.
- Customer Responsibilities.
- Customer is responsible for system configuration unless otherwise provided in an Order Document. Customer shall perform the tasks and provide the items and resources related to system configuration that Avalara may reasonably request. Any delays by Customer may result in delays in system configuration and delays in using the Service, which could result in penalties, fines, or other sanctions imposed by a taxing or similar authority. Avalara may extend its performance time commensurate with any Customer delay.
- If Customer purchases Avalara Returns for Energy or Avalara Returns for Tobacco, the Service will generate Returns for Customer’s review and filing. Customer retains sole responsibility and liability for the accurate preparation and timely filing of the Returns.
- Avalara’s Responsibilities. In addition to Avalara’s responsibilities provided elsewhere in the Agreement, Avalara will give users at least 24 hours’ written notice of any planned downtime via a banner or message within the system. To the extent practicable, Avalara will schedule planned downtime during the hours from 6:00 p.m. to 3:00 a.m. Pacific Time.
- License.
- For Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific transaction or query for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Energy and Avalara Returns for Tobacco, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific Return for which it was provided.
- Customer Responsibilities.
- Fees for Avalara Returns for Energy and Avalara Returns for Tobacco. Fees for Avalara Returns for Energy are based on Customer’s platform type and the number and type of Returns or Jurisdictions purchased by Customer. Fees for Avalara Returns for Tobacco are based on Customer’s platform type and the number of Returns or Jurisdictions purchased by Customer. Fees for each respective Service will increase at the level of Avalara’s then-current pricing if Customer adds Returns.
- Fees for Returns Recon for Energy and Returns Recon for Tobacco. Fees for Returns Recon for Energy and Returns Recon for Tobacco are based on the number and type of Returns purchased by Customer. Fees for each respective Service will increase at the level of Avalara’s then-current pricing if Customer adds Returns.
- Fees for Avalara AvaTax for Energy and Avalara AvaTax for Tobacco.
- Fees. Fees for Avalara AvaTax for Energy and Avalara AvaTax for Tobacco are based on Customer’s platform type and the number of Jurisdictions purchased by Customer for the respective Service and will increase at the level of Avalara’s then-current pricing if Customer adds Jurisdictions.
- Transaction Pricing. This Section 5(b) (Transaction Pricing) applies only to purchases of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco made prior to January 1, 2021, with Documents specified on the Sales Order.
- Document Calculations.
- Documents. Fees for usage of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco are based on the number of Documents recorded or altered in the Service by Customer. A “Document” is any record that is entered, uploaded, or otherwise recorded in Avalara AvaTax for Energy and Avalara AvaTax for Tobacco by Customer. Documents include, for example, unique sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, except for records on which no tax is calculated solely because the Customer has configured the Service to not calculate tax on transactions in the jurisdiction of the destination address included on the record.
- Alternate Document Calculations. In the situations described below, Avalara may use one of the following alternate calculations of Document usage to better capture Customer’s use of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco:
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Every 10 API calls to the excise tax calculation service will count as one Document; and
- Every 100 invoice lines sent to the excise tax calculation service will count as one Document.
- If Customer does uniquely identify Documents to Avalara AvaTax for Energy and Avalara AvaTax for Tobacco in a billing month, but usage of the Avalara AvaTax for Energy and Avalara AvaTax for Tobacco APIs or the number of invoice lines submitted significantly exceeds ordinary usage in that month, the following calculations may be used to determine “Document” usage during that month (with the number of Documents counted against the subscription calculated as the sum of all the following):
- Every 20 API calls to the excise tax calculation service will count as one Document;
- Every 200 invoice lines sent to the excise tax calculation service will count as one Document; and
- Every Document submitted.
The calculation in this subsection B(2) will be made at the end of each calendar month.
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Fees. Fees are based on Customer’s platform type, the number of Jurisdictions, and the Document subscription tier selected by Customer. Avalara will provide Customer use of Avalara AvaTax for Energy and Avalara AvaTax for Tobacco, as applicable, for the Jurisdictions and for the number of Documents in the Document tier set forth in the Order Document.
- Automatic Upgrades and Overages. If applicable, Customer may choose one of two options if Customer exceeds the usage tier for Documents set forth in its Order Document: either payment of a per-Document overage charge or automatic upgrade to the next subscription tier. At any time prior to exceeding the number of Documents in Customer’s purchased subscription tier, Customer may change the selected option. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Document Calculations.
- Term and Termination.
- Service Term. The Initial Subscription Term for each Energy and Tobacco Service will commence on the Effective Date and will continue for a period of one year unless earlier terminated in accordance with the Terms. Thereafter, the Agreement will automatically renew for successive additional one-year Renewal Subscription Terms unless (a) Customer provides written notice of non-renewal at least 30 days before the expiration of the then-current Subscription Term or (b) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Customers must submit notice of non-renewal to Avalara in accordance with the instructions provided in the Documentation.
- Data Export. By default, Avalara AvaTax for Energy and Avalara AvaTax for Tobacco do not store transaction data (“Document Data”). Customer may opt to store up to 30 days of Document Data in Avalara’s systems. Avalara Returns for Energy and Avalara Returns for Tobacco store up to 10 years of Customer Data. Upon a request from Customer received no later than 60 days after termination of an Energy and Tobacco Service subscription, Avalara shall either (i) provide Customer with limited access to the applicable Energy and Tobacco Service, at no additional cost and subject to the obligations and restrictions of the Terms, solely for the purpose of retrieving Document Data, if any, and any other Customer Data stored on Avalara’s systems; or (ii) provide Customer with an export file of the Document Data, if any, and any other Customer Data stored on Avalara’s systems in a commonly used format reasonably determined by Avalara and subject to Avalara’s standard fees for such export. Avalara may, but shall have no obligation to, maintain or return Document Data or Customer Data more than 60 days after termination of the applicable subscription.
Energy Pro
Effective November 1, 2023
DownloadTable of Contents
These Avalara for Energy Pro Service-Specific Supplemental Terms (“Energy Pro Terms”) govern Customer’s use of Energy Pro Services. These Energy Pro Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Energy Pro Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara AvaTax for Energy Pro” (formerly known as AvaTax Excise Pro) means the Service for manually calculating excise, sales, and use tax for petroleum products only.
- “Avalara Returns for Energy Pro” (formerly known as Avalara Returns Excise Pro) means the Service for providing limited signature-ready tax returns for petroleum products.
- “Energy Pro Services” means Avalara AvaTax for Energy Pro and Avalara Returns for Energy Pro.
- "Jurisdiction" means a U.S. state, district, or territory, or Canadian province, or country (as listed in an Order Document) in which Customer files Returns or calculates excise, sales, and use taxes for petroleum products.
- “Return” means all the excise tax returns, forms, schedules, and other filings for Customer (and, if applicable, its Affiliates) for the Jurisdictions and supply terminals (ExSTARS) listed in an Order Document (and including, if applicable, a successor return code established by a Jurisdiction to succeed a return code listed in the Order Document), during the applicable Subscription Term.
- “Avalara AvaTax for Energy Pro” (formerly known as AvaTax Excise Pro) means the Service for manually calculating excise, sales, and use tax for petroleum products only.
- Services.
- Customer Responsibilities.
- Customer is responsible for system configuration unless otherwise provided in an Order Document. Customer shall perform the tasks and provide the items and resources related to system configuration that Avalara may reasonably request. Any delays by Customer may result in delays in system configuration and delays in using the Service, which could result in penalties, fines, or other sanctions imposed by a taxing or similar authority. Avalara may extend its performance time commensurate with any Customer delay.
- If Customer purchases Avalara Returns for Energy Pro, the Service will generate Returns for Customer’s review and filing. Customer retains sole responsibility and liability for the accurate preparation and timely filing of the Returns.
- Avalara’s Responsibilities. In addition to Avalara’s responsibilities provided elsewhere in the Agreement, Avalara shall give users at least 24 hours’ written notice of any planned downtime via a banner or message within the system. To the extent practicable, Avalara will schedule planned downtime during the hours from 6:00 p.m. to 3:00 a.m. Pacific Time.
- License.
- For Avalara AvaTax for Energy Pro, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Energy Pro, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific Return for which it was provided.
- Customer Responsibilities.
- Avalara Returns for Energy Pro.
- Fees. Fees are based on the number of Jurisdictions and supply terminals. Avalara will provide Customer use of Avalara Returns for Energy Pro for the number of Jurisdictions and supply terminals (ExSTARS) set forth in the Order Document.
- Service Limitations. Customer may only file returns for a single tax filing entity with up to 1,000 transactions per Return.
- Avalara AvaTax for Energy Pro.
- Fees. Fees are based on the Document subscription tier set forth in Customer’s Order Document. Avalara will provide Customer use of Avalara AvaTax for Energy Pro for the number of Documents in the Document tier set forth in the Order Document.
- Service Limitations for Avalara AvaTax for Energy Pro. Customer must enter Documents manually, either individually or via spreadsheet import.
- Overages. If Customer exceeds the usage tier for Documents set forth in its Order Document, Customer will be charged a per-Document overage charge. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Document Calculations.
- Documents. Fees for usage are based on the number of Documents recorded or altered in Avalara AvaTax for Energy Pro by Customer. A “Document” is any record that is entered, uploaded, or otherwise recorded in Avalara AvaTax for Energy Pro by Customer. Documents include, for example, unique sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of Avalara AvaTax for Energy Pro, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by Avalara AvaTax for Energy Pro, except for records on which no tax is calculated solely because the Customer has configured the Service to not calculate tax on transactions in the jurisdiction of the destination address included on the record.
- Alternate Document Calculations. In the situations described below, Avalara may use one of the following alternate calculations of Document usage to better capture Customer’s use of Avalara AvaTax for Energy Pro:
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Every 10 API calls to the excise tax calculation service will count as one Document; and
- Every 100 invoice lines sent to the excise tax calculation service will count as one Document.
- If Customer does uniquely identify all Documents to Avalara AvaTax for Energy Pro in a billing month, but usage of the Avalara AvaTax for Energy Pro APIs or the number of invoice lines submitted significantly exceeds ordinary usage in that month, the following calculations may be used to determine “Document” usage during that month (with the number of Documents counted against the subscription calculated as the sum of all the following):
- Every 20 API calls to the excise tax calculation service will count as one Document;
- Every 200 invoice lines sent to the excise tax calculation service will count as one Document; and
- Every Document submitted.
The calculation in this subsection (2) will be made at the end of each calendar month.
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Term and Termination.
- Service Term. The Initial Subscription Term for each Energy Pro Service will commence on the Effective Date and will continue for a period of one year unless earlier terminated in accordance with the Terms. Thereafter, the Agreement will automatically renew for successive additional one-year Renewal Subscription Terms unless (a) Customer provides written notice of non-renewal at least 30 days before the expiration of the then-current Subscription Term or (b) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Customers must submit notice of non-renewal to Avalara in accordance with the instructions provided in the Documentation.
- Data Export. By default, Avalara AvaTax for Energy Pro does not store transaction data (“Document Data”). Customer may opt to store up to 30 days of Document Data in Avalara’s systems. Avalara Returns for Energy Pro stores up to 10 years of Customer Data. Upon a request from Customer received no later than 60 days after termination of a subscription, Avalara shall either (i) provide Customer with limited access to the applicable Energy Pro Service, at no additional cost and subject to the obligations and restrictions of the Terms, solely for the purpose of retrieving Document Data, if any, and any other Customer Data stored on Avalara’s systems; or (ii) provide Customer with an export file of the Document Data, if any, and any other Customer Data stored on Avalara’s systems in a commonly used format reasonably determined by Avalara and subject to Avalara’s standard fees for such export. Avalara may, but shall have no obligation to, maintain or return Document Data or Customer Data more than 60 days after termination of the applicable subscription.
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Avalara for Energy Pro Supplemental Terms (“Energy Pro Terms”) govern Customer’s use of Energy Pro Services. These Energy Pro Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Energy Pro Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara AvaTax for Energy Pro” (formerly known as AvaTax Excise Pro) means the Service for manually calculating excise, sales, and use tax for petroleum products only.
- “Avalara Returns for Energy Pro” (formerly known as Avalara Returns Excise Pro) means the Service for providing limited signature-ready tax returns for petroleum products.
- “Energy Pro Services” means Avalara AvaTax for Energy Pro and Avalara Returns for Energy Pro.
- "Jurisdiction" means a U.S. state, district, or territory, or Canadian province, or country (as listed in an Order Document) in which Customer files Returns or calculates excise, sales, and use taxes for petroleum products.
- “Return” means all the excise tax returns, forms, schedules, and other filings for Customer (and, if applicable, its Affiliates) for the Jurisdictions and supply terminals (ExSTARS) listed in an Order Document (and including, if applicable, a successor return code established by a Jurisdiction to succeed a return code listed in the Order Document), during the applicable Subscription Term.
- “Avalara AvaTax for Energy Pro” (formerly known as AvaTax Excise Pro) means the Service for manually calculating excise, sales, and use tax for petroleum products only.
- Services.
- Customer Responsibilities.
- Customer is responsible for system configuration unless otherwise provided in an Order Document. Customer shall perform the tasks and provide the items and resources related to system configuration that Avalara may reasonably request. Any delays by Customer may result in delays in system configuration and delays in using the Service, which could result in penalties, fines, or other sanctions imposed by a taxing or similar authority. Avalara may extend its performance time commensurate with any Customer delay.
- If Customer purchases Avalara Returns for Energy Pro, the Service will generate Returns for Customer’s review and filing. Customer retains sole responsibility and liability for the accurate preparation and timely filing of the Returns.
- Avalara’s Responsibilities. In addition to Avalara’s responsibilities provided elsewhere in the Agreement, Avalara shall give users at least 24 hours’ written notice of any planned downtime via a banner or message within the system. To the extent practicable, Avalara will schedule planned downtime during the hours from 6:00 p.m. to 3:00 a.m. Pacific Time.
- License.
- For Avalara AvaTax for Energy Pro, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes (i) in connection with the specific Document for which it was provided or (ii) aggregated with other content to produce a tax return or similar filing for Customer.
- For Avalara Returns for Energy Pro, Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal business purposes in connection with the specific Return for which it was provided.
- Customer Responsibilities.
- Avalara Returns for Energy Pro.
- Fees. Fees are based on the number of Jurisdictions and supply terminals. Avalara will provide Customer use of Avalara Returns for Energy Pro for the number of Jurisdictions and supply terminals (ExSTARS) set forth in the Order Document.
- Service Limitations. Customer may only file returns for a single tax filing entity with up to 1,000 transactions per Return.
- Avalara AvaTax for Energy Pro.
- Fees. Fees are based on the Document subscription tier set forth in Customer’s Order Document. Avalara will provide Customer use of Avalara AvaTax for Energy Pro for the number of Documents in the Document tier set forth in the Order Document.
- Service Limitations for Avalara AvaTax for Energy Pro. Customer must enter Documents manually, either individually or via spreadsheet import.
- Overages. If Customer exceeds the usage tier for Documents set forth in its Order Document, Customer will be charged a per-Document overage charge. Overage fees for the Initial Subscription Term will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Document Calculations.
- Documents. Fees for usage are based on the number of Documents recorded or altered in Avalara AvaTax for Energy Pro by Customer. A “Document” is any record that is entered, uploaded, or otherwise recorded in Avalara AvaTax for Energy Pro by Customer. Documents include, for example, unique sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of Avalara AvaTax for Energy Pro, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by Avalara AvaTax for Energy Pro, except for records on which no tax is calculated solely because the Customer has configured the Service to not calculate tax on transactions in the jurisdiction of the destination address included on the record.
- Alternate Document Calculations. In the situations described below, Avalara may use one of the following alternate calculations of Document usage to better capture Customer’s use of Avalara AvaTax for Energy Pro:
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Every 10 API calls to the excise tax calculation service will count as one Document; and
- Every 100 invoice lines sent to the excise tax calculation service will count as one Document.
- If Customer does uniquely identify all Documents to Avalara AvaTax for Energy Pro in a billing month, but usage of the Avalara AvaTax for Energy Pro APIs or the number of invoice lines submitted significantly exceeds ordinary usage in that month, the following calculations may be used to determine “Document” usage during that month (with the number of Documents counted against the subscription calculated as the sum of all the following):
- Every 20 API calls to the excise tax calculation service will count as one Document;
- Every 200 invoice lines sent to the excise tax calculation service will count as one Document; and
- Every Document submitted.
The calculation in this subsection (2) will be made at the end of each calendar month.
- If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
- Term and Termination.
- Service Term. The Initial Subscription Term for each Energy Pro Service will commence on the Effective Date and will continue for a period of one year unless earlier terminated in accordance with the Terms. Thereafter, the Agreement will automatically renew for successive additional one-year Renewal Subscription Terms unless (a) Customer provides written notice of non-renewal at least 30 days before the expiration of the then-current Subscription Term or (b) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Customers must submit notice of non-renewal to Avalara in accordance with the instructions provided in the Documentation.
- Data Export. By default, Avalara AvaTax for Energy Pro does not store transaction data (“Document Data”). Customer may opt to store up to 30 days of Document Data in Avalara’s systems. Avalara Returns for Energy Pro stores up to 10 years of Customer Data. Upon a request from Customer received no later than 60 days after termination of a subscription, Avalara shall either (i) provide Customer with limited access to the applicable Energy Pro Service, at no additional cost and subject to the obligations and restrictions of the Terms, solely for the purpose of retrieving Document Data, if any, and any other Customer Data stored on Avalara’s systems; or (ii) provide Customer with an export file of the Document Data, if any, and any other Customer Data stored on Avalara’s systems in a commonly used format reasonably determined by Avalara and subject to Avalara’s standard fees for such export. Avalara may, but shall have no obligation to, maintain or return Document Data or Customer Data more than 60 days after termination of the applicable subscription.
Extractor
Effective November 1, 2023
DownloadTable of Contents
These Extractor Product-Specific Supplemental Terms (“Extractor Terms”) govern Customer’s use of Extractors (defined below). These Extractor Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Extractor Terms and not defined shall have the meaning given in the Terms.
RECITALS
- At Customer’s request, Avalara performs tax compliance Services for Customer and utilizes Extractors to automate the import of transaction data required to perform such Services. "Extractor" means the interface used by Customer to automate the transmission of Customer Data from a Third-Party Application to the Service.
- In order to offer the Extractors, certain e-commerce marketplaces (“Marketplaces”) require Avalara to accept developer terms (“Developer Terms”) that may (i) contain provisions that conflict with the Terms, and (ii) require Avalara to include certain provisions in its Terms. For example, a Marketplace (i) may claim it owns the transaction data imported at Customer’s behest via the Extractor (e.g. transaction data such as price, ship to/ship from, and date of sale) (“Transaction Data”), and (ii) can request deletion of Transaction Data while Avalara’s Terms provide that only Customer can make such a request. As a result, Avalara requires Customer to accept these additional Extractor Terms to the extent Customer uses an Extractor.
EXTRACTOR TERMS
- Amazon Marketplace. If Customer uses an Extractor to export Transaction Data from Amazon to Avalara’s Service, the following provisions apply: (i) to perform the Services, Avalara may elect, in its sole discretion, to not import street addresses via the Extractor and import zip codes only or to anonymize street addresses at any time after importation; and (ii) if this occurs, Customer acknowledges and agrees that this reduces the accuracy of the Services, and if Avalara makes either or both of these elections, any warranties and guarantees set forth in the Terms do not apply to Customer’s use of the Services.
- Shopify Marketplace. If Customer uses an Extractor to export Transaction Data from Shopify to Avalara's Service, the following provisions apply: (i) Avalara is solely responsible for the Shopify Extractor; (ii) Shopify is not liable for any fault in the Extractor or any harm that may result from its installation or use; (iii) except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Extractor; and (iv) Customer should contact Avalara regarding issues which may arise from Customer's access to or use of the Extractor, including (1) the development, use, marketing, or distribution of or access to the Extractor, including support for the Extractor; or (2) Avalara's access, use, distribution, or storage of Customer Data in Avalara's systems.
- Zoho Marketplace. If Customer uses an Extractor to export Transaction Data from Zoho to Avalara's Service, the following provisions apply: (i) Avalara is solely responsible for the Zoho Extractor; (ii) Zoho is not a party to this Agreement; and (iii) Zoho is not responsible for the privacy, security, or integrity of Transaction Data.
- Access to Marketplace Extractors and Transaction Data. Customer acknowledges and agrees that (i) a Marketplace can unilaterally suspend, deprecate, or terminate an Extractor without notice and without cause, and Customer's use of the Extractor may be immediately suspended, deprecated, or terminated as a result; and (ii) Customer's access to Transaction Data may be limited due to (x) such suspension, deprecation, or termination or (y) data storage requirements imposed by a Marketplace. In each case, Avalara may be unable to provide Services to Customer and Avalara has no liability to Customer as a result. If Avalara cannot obtain data through the Extractor, it is Customer's responsibility to deliver to Avalara the data required to provide the Services in the format specified by Avalara (for example, via .csv file).
- Ownership and Deletion of Transaction Data. Customer acknowledges and agrees that the Developer Terms may provide that a Marketplace (i) owns the Transaction Data; (ii) can mandate deletion of Transaction Data, and (iii) can control use, access to, disclosure, and retention of Transaction Data. If Avalara receives a request from a Marketplace to delete Transaction Data, Avalara may, in its sole discretion, promptly contact Customer and direct them to the Marketplace. Notwithstanding the foregoing, if Avalara permanently destroys or overwrites Transaction Data, Customer releases Avalara from any claims or liability relating to that Transaction Data, including, without limitation, any accuracy or timeliness guarantee, warranty, or indemnification.
- Indemnification. Customer shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of any claim or action brought against Avalara by a Marketplace or any other third party arising out of Customer’s use of the Extractor or any unauthorized access, use, failure to delete, or disclosure of any Transaction Data.
- Modification. Notwithstanding anything to the contrary in the Terms, Avalara may modify these Extractor Terms without providing a Modification Notice to Customer if modifications are required to address modifications to Developer Terms made by Marketplaces.
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Extractor Product-Specific Supplemental Terms (“Extractor Terms”) govern Customer’s use of Extractors (defined below). These Extractor Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Extractor Terms and not defined shall have the meaning given in the Terms.
RECITALS
- At Customer’s request, Avalara performs tax compliance Services for Customer and utilizes Extractors to automate the import of transaction data required to perform such Services. "Extractor" means the interface used by Customer to automate the transmission of Customer Data from a Third-Party Application to the Service.
- In order to offer the Extractors, certain e-commerce marketplaces (“Marketplaces”) require Avalara to accept developer terms (“Developer Terms”) that may (i) contain provisions that conflict with the Terms, and (ii) require Avalara to include certain provisions in its Terms. For example, a Marketplace (i) may claim it owns the transaction data imported at Customer’s behest via the Extractor (e.g. transaction data such as price, ship to/ship from, and date of sale) (“Transaction Data”), and (ii) can request deletion of Transaction Data while Avalara’s Terms provide that only Customer can make such a request. As a result, Avalara requires Customer to accept these additional Extractor Terms to the extent Customer uses an Extractor.
EXTRACTOR TERMS
- Amazon Marketplace. If Customer uses an Extractor to export Transaction Data from Amazon to Avalara’s Service, the following provisions apply: (i) to perform the Services, Avalara may elect, in its sole discretion, to not import street addresses via the Extractor and import zip codes only or to anonymize street addresses at any time after importation; and (ii) if this occurs, Customer acknowledges and agrees that this reduces the accuracy of the Services, and if Avalara makes either or both of these elections, any warranties and guarantees set forth in the Terms do not apply to Customer’s use of the Services.
- Shopify Marketplace. If Customer uses an Extractor to export Transaction Data from Shopify to Avalara's Service, the following provisions apply: (i) Avalara is solely responsible for the Shopify Extractor; (ii) Shopify is not liable for any fault in the Extractor or any harm that may result from its installation or use; (iii) except where expressly stated by Shopify, Shopify cannot provide assistance with the installation or use of the Extractor; and (iv) Customer should contact Avalara regarding issues which may arise from Customer's access to or use of the Extractor, including (1) the development, use, marketing, or distribution of or access to the Extractor, including support for the Extractor; or (2) Avalara's access, use, distribution, or storage of Customer Data in Avalara's systems.
- Zoho Marketplace. If Customer uses an Extractor to export Transaction Data from Zoho to Avalara's Service, the following provisions apply: (i) Avalara is solely responsible for the Zoho Extractor; (ii) Zoho is not a party to this Agreement; and (iii) Zoho is not responsible for the privacy, security, or integrity of Transaction Data.
- Access to Marketplace Extractors and Transaction Data. Customer acknowledges and agrees that (i) a Marketplace can unilaterally suspend, deprecate, or terminate an Extractor without notice and without cause, and Customer's use of the Extractor may be immediately suspended, deprecated, or terminated as a result; and (ii) Customer's access to Transaction Data may be limited due to (x) such suspension, deprecation, or termination or (y) data storage requirements imposed by a Marketplace. In each case, Avalara may be unable to provide Services to Customer and Avalara has no liability to Customer as a result. If Avalara cannot obtain data through the Extractor, it is Customer's responsibility to deliver to Avalara the data required to provide the Services in the format specified by Avalara (for example, via .csv file).
- Ownership and Deletion of Transaction Data. Customer acknowledges and agrees that the Developer Terms may provide that a Marketplace (i) owns the Transaction Data; (ii) can mandate deletion of Transaction Data, and (iii) can control use, access to, disclosure, and retention of Transaction Data. If Avalara receives a request from a Marketplace to delete Transaction Data, Avalara may, in its sole discretion, promptly contact Customer and direct them to the Marketplace. Notwithstanding the foregoing, if Avalara permanently destroys or overwrites Transaction Data, Customer releases Avalara from any claims or liability relating to that Transaction Data, including, without limitation, any accuracy or timeliness guarantee, warranty, or indemnification.
- Indemnification. Customer shall indemnify and defend Avalara and its Affiliates and their respective directors, officers, and employees against Losses incurred as a result of any claim or action brought against Avalara by a Marketplace or any other third party arising out of Customer’s use of the Extractor or any unauthorized access, use, failure to delete, or disclosure of any Transaction Data.
- Modification. Notwithstanding anything to the contrary in the Terms, Avalara may modify these Extractor Terms without providing a Modification Notice to Customer if modifications are required to address modifications to Developer Terms made by Marketplaces.
Fiscal Representation
Effective November 1, 2023
DownloadTable of Contents
These Avalara Fiscal Representation Product-Specific Supplemental Terms (“Fiscal Representation Terms”) govern Customer’s use of Avalara Fiscal Representation. These Fiscal Representation Terms are in addition to and incorporate by reference (i) the Avalara Service Terms and Conditions located at www.avalara.com/terms (the “Terms”) and (ii) the Managed VAT Reporting Supplemental Terms located at https://www.avalara.com/mvr-terms.html (the “MVR Terms”).
Any capitalized terms used and not defined in these Fiscal Representation Terms have the meaning given in the Terms or the MVR Terms. With respect to Avalara Fiscal Representation, any references in the Agreement to “Avalara, Inc.” or “Avalara” will be deemed to be to “Avalara Europe Ltd.,” an Affiliate of Avalara, Inc.
The following appendix constitutes part of these Fiscal Representation Terms: Appendix A – Information and Documents Required Per Transaction
- Definitions.
- “Avalara Fiscal Representation” means the Service where Avalara or its Affiliate acts as Customer’s tax representative within the meaning of Article 204 and others of Directive 2006/112/EC in Filing Jurisdiction(s) selected by Customer.
- "Change of Control" means, in respect of any corporate body, any change in the entity or entities having control of that corporate body, including the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement.
- “EU” means the European Union.
- “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide Avalara Fiscal Representation.
- “Payment Services” means, (i) within the EU, any service relating to payment services, including those services that may be regulated in accordance with Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, (ii) within the UK, the services listed at Part 1 of Schedule 1 of the Payment Services Regulations 2017, the provision of which would require authorisation or registration under the Payment Services Regulations 2017 in the UK; and (iii) outside the EU, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.
- “VAT” means, within the EU, such value added tax as levied in accordance with Directive 2006/112/EC, and outside the EU, any tax levied by reference to added value, sales and/or consumption.
- “VAT Obligations” mean, for Filing Jurisdiction(s), payments or other obligations related to VAT, applications for VAT refund amounts, penalties and interest on VAT payments that are overdue for any reason, and similar obligations or liabilities for Filing Jurisdiction(s).
- Avalara Fiscal Representation.
- Appointment as Fiscal Representative. Customer appoints Avalara as Customer’s exclusive fiscal representative solely to assist Customer with its VAT compliance obligations in Filing Jurisdiction(s).
- Affiliate Use of Avalara Fiscal Representation. Customer is not permitted to access Avalara Fiscal Representation on behalf of its Affiliate unless such Affiliate separately agrees to be bound by the Fiscal Representation Terms and Avalara separately agrees to provide Avalara Fiscal Representation to such Affiliate.
- Managed VAT Reporting. Avalara will provide Avalara Fiscal Representation to Customer in Filing Jurisdiction(s) only in the event that Customer has subscribed to Managed VAT Reporting in such Filing Jurisdiction(s). Provision of Managed VAT Reporting and payment of the applicable fees are governed by the MVR Terms located at https://www.avalara.com/mvr-terms.html.
- Avalara Obligations. Avalara may provide Avalara Fiscal Representation as follows:
- acting on behalf of Customer in respect of VAT Obligations ensuing from applicable VAT regulations in Filing Jurisdiction(s);
- completing and processing supporting documents, including documents related to termination of Avalara Fiscal Representation as applicable;
- assisting Customer to comply with local VAT requirements related to fiscal representation in Filing Jurisdiction(s) as Avalara determines to be appropriate; and
- facilitating the provision of Payment Services by a duly licensed third-party payment service provider (“Third-Party PSP”) to collect and remit VAT Obligations due by Customer to tax authorities. Payment Services are further detailed in Section 3.
- Payments.
- In the event that Avalara elects to use Third-Party PSP, Payment Services will be provided in accordance with Applicable Laws by Third-Party PSP, duly licensed in the relevant jurisdiction(s). Third-Party PSP may require Customer to enter into a separate agreement for the provision of Payment Services.
- Customer shall pay VAT Obligations to Third-Party PSP, Avalara or the applicable tax authority in accordance with Avalara’s instructions.
- Avalara, in its sole discretion, may direct Customer to apply overpayments to its future VAT Obligations. Any amounts of underpayments will be immediately due and payable by Customer and shall be paid to Third-Party PSP, Avalara or the applicable tax authority, as directed by Avalara.
- In connection with collection and remittance activities through Third-Party PSP or Avalara, Customer shall adhere and be subject to the following processes and requirements:
- Customer will receive instructions from Avalara or Third-Party PSP stating the amount of Customer’s VAT Obligations and the date due to Avalara or Third-Party PSP to ensure timely payment;
- Customer will timely fund the VAT Obligations in the currency instructed by Avalara by way of a credit transfer to Avalara or Third-Party PSP’s account, on or before the due date;
- If Avalara directs Customer to fund Third-Party PSP account, Third-Party PSP will confirm to Avalara that the designated account contains an amount equal to the amount specified in Avalara’s instruction to Customer described under Section 3(d)(i); and
- Subject to applicable payment requirements and payment processes, Avalara or Third-Party PSP will process the VAT Obligations by (i) transferring the VAT Obligations to the bank account of the applicable tax authority, or (ii) arranging for the direct debit of this amount by the applicable tax authority.
- If and to the extent available and/or applicable in the relevant jurisdiction(s), Customer expressly authorizes Avalara to act as a commercial agent within the meaning of Directive (EU) 2015/2366 (Payment Services Directive 2) in respect of the provision of Payment Services thereby authorizing Avalara to negotiate or conclude the sale or purchase of goods or services on behalf of Customer acting as the payer in the relevant payment transactions.
- Avalara’s Rights.
- Avalara will engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these Terms when acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Avalara Fiscal Representation obligations. This may include a power of attorney and an appointment letter in the format required in Filing Jurisdiction(s).
- Avalara may, in its discretion, impose rules or limits for, or change, suspend, or discontinue any aspect of Avalara Fiscal Representation at any time.
- If Avalara identifies any questions or ambiguities related to the application of VAT to Customer’s activities, Avalara may apply the VAT rates Avalara determines to be appropriate in the filing of a VAT return or amendment of a VAT return previously filed.
- Avalara may consult or negotiate with the tax authority(ies) in Filing Jurisdiction(s) concerning tax levies or other costs and matters arising under the Agreement. Avalara will charge for such consultation and negotiation services at its then-standard hourly rates. Avalara shall, after consultation with Customer, be entitled to engage third parties to handle claims and negotiations with the tax authority(ies) in Filing Jurisdiction(s), all of which will be at the additional expense and risk of Customer.
- Avalara may modify these Fiscal Representation Terms at any time upon 30 days’ prior written notice. Avalara may change or modify these Fiscal Representation Terms at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to Avalara Fiscal Representation (where this does not materially adversely affect Customer’s use of Avalara Fiscal Representation); or (c) to restrict products or activities Avalara deems unsafe or inappropriate. Customer’s continued use of Avalara Fiscal Representation after the effective date of any change to the Fiscal Representation Terms will constitute Customer’s acceptance of that change. If changes are unacceptable to Customer, Customer shall cease using Avalara Fiscal Representation and may terminate the Fiscal Representation Terms by providing written notice to Avalara at any time prior to the effective date of change.
- Customer’s Obligations.
- Customer is prohibited from conducting activities in Filing Jurisdiction(s) that may give rise to any VAT Obligations that are not reported to Avalara, or that may give rise to any other form of tax representation not agreed to by Avalara. If at any time during the Term Customer becomes aware of any such prohibited activities in Filing Jurisdiction(s) that may require fiscal or any other form of tax representation, Customer shall immediately notify Avalara in writing. Further, Customer shall ensure that its systems are properly configured to ensure that all VAT Obligations in Filing Jurisdiction(s) are managed correctly through Avalara Fiscal Representation, and it is solely Customer’s obligation to do so.
- Under these Fiscal Representation Terms and as between the Parties, Customer is solely liable and responsible for, and shall timely remit funds for, all of its VAT Obligations in Filing Jurisdiction(s). This includes the timely and correct remittance of any VAT Obligations due to the tax authority(ies) in Filing Jurisdiction(s), including any penalties and interest incurred in relation to any late VAT filing, payment or otherwise.
- Promptly upon Avalara’s request, Customer shall provide Avalara with (a) proof of funding for any applicable VAT Obligation or other obligation, including for the period after termination of these Fiscal Representation Terms during which any tax authorities may impose tax assessments retroactively; or (b) security for Customer’s VAT Obligations, or for any other payment obligations to Avalara, any applicable tax authority, or any third party arising under these Fiscal Representation Terms. Avalara will determine the form and amount of security necessary in its discretion and may require security to be made in the form of one or more payments made to Third-Party PSP or Avalara pursuant to Section 3(d)(i), or a first demand bank guarantee, in form and in amounts Avalara determines to be appropriate in its discretion. If requested by Avalara, Customer shall provide Avalara with such additional security as Avalara deems appropriate in its discretion, taking into account Avalara’s potential liabilities.
- During the Term, at Avalara’s request, Customer shall deliver to Avalara a tax certificate from its resident country or Filing Jurisdiction(s) confirming that Customer complies with its VAT Obligations or a certificate of outstanding tax liabilities or any other similar type of certificate. Also, upon Avalara’s request, Customer shall provide a copy of all information related to VAT matters in its resident country and Filing Jurisdiction(s), including without limitation information relating to VAT audits, copies of prior VAT returns, Intrastat returns, transactions that have already been performed, VAT credit that has already been asked for, and questions that have been raised by the tax authorities. Customer (i) shall ensure its invoices are compliant with the EU VAT Directive 2006/112/EC, as amended from time to time, (ii) provide VAT-compliant invoices to Avalara promptly upon request, and (iii) follow all compliance-related requirements specified by Avalara. Customer shall provide Avalara information, in the format and manner specified by Avalara, for all transactions giving rise to VAT Obligations in Filing Jurisdiction(s), as required under relevant VAT regulations and in accordance with Appendix A, and in response to all other requests Avalara determines to be appropriate in connection with Avalara Fiscal Representation. Customer shall respond promptly, and no later than 7 days from the date of the request, to all information requests from Avalara related to Avalara Fiscal Representation.
- If Customer fails under these Fiscal Representation Terms to (i) pay Customer’s VAT Obligations in Filing Jurisdiction(s) to Avalara or Third-Party PSP in whole or in part, or (ii) timely provide to Avalara the information or documentation required by Avalara to determine Customer’s VAT Obligations in Filing Jurisdiction(s), Avalara may take such action as it deems appropriate with respect to Customer’s local VAT requirements in Filing Jurisdiction(s), including reporting no VAT Obligations for a period (filing a “nil return’”) or filing additional or supplementary VAT returns. Any such activities Avalara undertakes, and any related VAT Obligations that arise will be at Customer’s expense and risk.
- Prior to acceptance of these Fiscal Representation Terms and at all times thereafter upon request, Customer shall provide all information requested by Avalara (or, if applicable, a third-party subcontractor engaged by Avalara for this purpose (a “Screener”)) regarding Customer’s legal existence, equity owners and other affiliated persons, and otherwise related to its operations or circumstances, to conduct “know your customer,” anti-money laundering, customer suitability, tax information exchange requirements or related checks or inquiries based on Avalara’s legal and regulatory obligations or commercial considerations (“Background Screen”). Customer expressly authorizes all such activities and shall provide additional information and otherwise cooperate with Avalara or the Screener in connection with the Background Screen. If Customer provides any information related to its Background Screen directly to the Screener, Customer expressly authorizes Avalara to receive, obtain copies of, transmit to its Affiliates and third parties for processing, and use such information and data from the Screener and any analyses, conclusions or assessments made by the Screener in connection with such Background Screen as Avalara determines to be appropriate. Avalara may, in its discretion, elect not to provide Customer with, or terminate, Avalara Fiscal Representation and related Services due to the results of the Background Screen or Customer’s failure to timely provide the information requested by Avalara or the Screener for the Background Screen; provided that if Avalara elects not to provide or terminates Avalara Fiscal Representation under this Section 5 (f), Avalara will not refund any prepaid unused fees related to Avalara Fiscal Representation. Avalara may elect to co-ordinate fiscal representation to Customer through one or more third party fiscal representatives under such third party’s terms, and different fees and expenses may apply.
- At any time, in Avalara’s discretion and in accordance with Applicable Laws, and without notice to Customer, Avalara may report any information related to Customer’s use of Avalara Fiscal Representation or its Background Screen process (including Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in Filing Jurisdiction(s), in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Customer’s Representations and Warranties.
- Customer represents and warrants that none of Customer, any of its Affiliates, nor any of their respective officers, directors, owners, employees, representatives or agents (the “Customer Affiliated Parties”) is or has engaged in, or been charged with, indicted for, or convicted of, any “criminal activity”. For the purposes of this Section 6(a), “criminal activity” includes any activity that meets the definition set out (i) within the EU, in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law; (ii) within the UK, in the Proceeds of Crime Act 2002 (POCA), Criminal Finances Act 2017, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs 2017) and Terrorism Act 2000 (TA 2000), as updated and amended; or (iii) any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU member states that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.
- Customer represents and warrants that it is not (i) established for VAT purposes or (ii) registered for VAT purposes in Filing Jurisdiction(s) that require(s) fiscal or tax representation, or in the process of doing so, unless such establishment or registration is agreed to in writing by Avalara. Customer will take all actions requested by Avalara to transition any prior VAT registrations to Avalara in order for Avalara to provide Avalara Fiscal Representation in Filing Jurisdiction(s). Unless Customer separately has notified Avalara to the contrary in writing prior to entering into these Fiscal Representation Terms, Customer represents and warrants that it has no tax liability in Filing Jurisdiction(s) that require(s) fiscal or tax representation.
- Unless Customer notifies Avalara to the contrary in writing, Customer represents and warrants that none of the Customer Affiliated Parties is a Politically Exposed Person (“PEP”) as defined by the Financial Action Task Force and which definition is located in the document available at https://www.fatf-gafi.org/documents/documents/peps-r12-r22.html. Customer represents and warrants that none of the Customer Affiliated Parties is under sanction, prohibition, or restriction from Filing Jurisdiction(s), the United Nations, the EU, any EU member state, the United Kingdom, Canada, or the United States.
- Customer represents and warrants that all information and documentation provided to Avalara under these Fiscal Representation Terms, including in relation to Payment Services and to fulfil its obligations under Section 5, are true, correct and complete.
- Customer’s representations and warranties in this Section 6 are deemed to be made continuously throughout the Term, and Customer will immediately provide written notice in reasonable detail to Avalara at any time that such statement ceases to be true, correct, or complete during the Term.
- Termination and Suspension.
- Avalara may suspend Avalara Fiscal Representation activities on behalf of Customer at any time if Customer has not fully paid its VAT Obligations or performed its other obligations under the Agreement, or while any Customer action or provision of information is outstanding after the relevant deadline, or if Avalara has reasonable grounds to believe that Customer will not be able to comply with its obligations under the Agreement. If Avalara invokes such right to suspend operations or activities, Avalara will notify Customer accordingly and may also notify affected third parties.
- In addition to its termination rights under the Terms, the MVR Terms and elsewhere in these Fiscal Representation Terms, Avalara may, at its option and on notice to the Customer, terminate the Agreement and/or Customer’s use of Avalara Fiscal Representation for Filing Jurisdiction(s):
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver or administrator for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors or (e) in the event of a Change of Control over Customer;
- If Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- If Customer has violated any Applicable Laws, including in Filing Jurisdiction(s), prior to or during the Term;
- If Customer breaches the Agreement (including these Fiscal Representation Terms), including by failing to timely provide required information or fund VAT Obligations or other payments;
- If Customers uses Avalara Fiscal Representation in a manner that threatens the reputation or wellbeing of Avalara or its Affiliates or the integrity of Avalara Fiscal Representation, or that impairs the use of Avalara Fiscal Representation by other Avalara customers;
- If the power of attorney granted by Customer to Avalara or any Affiliate of Avalara terminates, or any appointment of Avalara or any Affiliate of Avalara is terminated for any reason; or
- If Managed VAT Reporting for one or more Filing Jurisdictions, or any other Services or contractual relationship between Avalara and Customer, terminates for any reason.
- The Avalara Fiscal Representation termination date will be the earlier date on which either Customer’s access to Avalara Fiscal Representation is terminated or the date on which the appropriate form(s) to terminate Avalara or any of its Affiliates as Customer’s fiscal representative in Filing Jurisdiction(s) is/are filed with the respective tax authorities. Termination of Avalara Fiscal Representation will automatically lead to termination of any appointment or any power of attorney granted under these Fiscal Representation Terms.
- Upon any termination by Avalara under Section 7 (b), Avalara will not refund any amount of fees to Customer. Avalara expressly disclaims liability for any damages Customer incurs related to such termination. In the event of such termination Avalara may terminate Customer’s use of any other product or service offered by Avalara or any Affiliate immediately upon written notice.
- If required under any Applicable Laws or requested by Avalara, Customer will appoint another fiscal representative that assumes Avalara’s obligations under these Fiscal Representation Terms immediately following termination of Customer’s subscription for Avalara Fiscal Representation, or at any other time specified by Avalara in its discretion. During any period in which Customer fails to comply with this obligation, Customer shall continue to comply with its obligations towards Avalara and will be liable for all resulting Losses (as defined below).
- Following any termination, Customer remains subject to all obligations and liabilities, including VAT Obligations and other payment obligations and information requirements, arising out of or related to Avalara Fiscal Representation prior to termination.
- Fees.
- Invoices or other Order Documents specifying fees may be issued and sent to Customer by Avalara or an Avalara Affiliate or on behalf of Avalara or its Affiliates by Third-Party PSP or another service provider. If Avalara determines that Customer fails or may fail to meet any of its obligations under the Agreement, Avalara may offset those obligations against any refunds from any tax authorities in Filing Jurisdiction(s) of whatever nature accruing to Customer in order to meet those obligations.
- Customer authorizes Third-Party PSP to collect subscription fees and pay such amounts to Avalara or its Affiliate, provided that Customer may also pay such amounts to Avalara or its Affiliate directly. Any subscription fees collected by Third-Party PSP may be deducted from amounts that Third-Party PSP holds on behalf of Customer. If Customer is required to report transactions or inventory transfers that occurred prior to Customer’s appointment of Avalara under these Fiscal Representation Terms, these back filing services will be considered an ancillary Service.
- Limitations of Liability.
The Customer’s attention is particularly drawn to this Section.- Avalara Fiscal Representation is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in these Fiscal Representation Terms. To the fullest extent permitted by Applicable Laws and except as otherwise set out in these Fiscal Representation Terms, Avalara disclaims all warranties, terms and conditions express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations, warranties, terms or conditions that (a) any governmental information (including without limitation information regarding VAT rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service, is accurate, complete, current, or applicable to Customer or its business.
- Nothing in the Agreement shall be construed as limiting either Party’s liability for death or personal injury caused by negligence, for fraud or for fraudulent misrepresentation or any other liability which cannot be excluded or limited by Applicable Laws.
- Subject to Section 9(a), 9(b), and 9(d), Avalara’s total liability to the Customer in respect of any and all claims arising out of or in connection with the Agreement, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise, shall not in any case exceed an amount equivalent to the fees paid or payable by Customer in relation to Avalara Fiscal Representation during the twelve-month period immediately preceding the events giving rise to the claims.
- Except as otherwise stated in Section 9(b), Avalara shall not be liable to Customer or any third party, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise for any:
- incidental, indirect, consequential, punitive, special or exemplary damages;
- loss of profits, loss revenue, loss or damage to goodwill, wasted expenditure or loss or corruption of data;
- late or missed filings resulting from Customer’s failure to provide any required information or timely approval of a return, for the timing or rejection of any opting letter seeking to waive the distance selling threshold, or for late or missed VAT obligation or other payment owed by Customer; and
- claim in respect of which the Customer has not issued legal proceedings within two years of the events giving rise to the claim occurring.
- Indemnification; Liability of Customer.
- Under Applicable Law of Filing Jurisdiction(s), Avalara and Customer may have joint and several liability to the tax authority(ies) of Filing Jurisdiction(s) for Customer’s fulfillment of VAT Obligations. If Avalara incurs any liability, or is compelled to pay any amount related to Customer’s actions, omissions, or obligations, Customer shall indemnify and hold harmless, and at Avalara’s option shall defend, Avalara, each of its Affiliates, and each of its and their officers, directors, owners, employees, representatives and agents (each, an “Avalara Indemnitee”) from and against any liability, loss, settlement payment (including any settlement an Avalara Indemnitee agrees to pay), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges (“Losses”) incurred by, or pending or threatened against, any Avalara Indemnitee that arise out or relate to any (i) any VAT Obligations, or (ii) any third-party claim or action arising out of or related to Customer’s actions or omissions or the provision of Avalara Fiscal Representation to Customer under these Fiscal Representation Terms (including any claims or actions in connection with Avalara’s termination of Customer under these Fiscal Representation Terms), except to the extent such claim or action results directly from the gross negligence or intentional misconduct of Avalara, or (iii) breach of any of Customer’s representations or warranties, or any failure or omission of Customer to meet or perform any of its covenants, undertakings or obligations pursuant to the Fiscal Representation Terms or to Avalara Fiscal Representation, including without limitation the payment of any VAT Obligation or other liability hereunder or the provision of accurate VAT identification numbers and correct documents, information and data.
- If any Avalara Indemnitee incurs any liability in connection with the VAT Obligations or Customer’s actions or omissions under the Agreement, that Avalara Indemnitee shall have full recourse against Customer and all other rights available at law and in equity to recover such liability. In order to secure the payment of any amount that is may be due from Customer to any Avalara Indemnitee under the Agreement or otherwise, Avalara has a right of retention and set-off, and a right of pledge over, all moneys and other items of value that Avalara or Third-Party PSP may hold on behalf of Customer, or that may be due from Avalara to Customer under the Agreement or under any other current or future arrangement Customer may enter into with Avalara or any of its Affiliates.
- Governing Law; Arbitration.
The governing law of the Agreement will be the substantive law of England and Wales. Any dispute arising out of or in connection with the Agreement including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators will be one. The seat, or legal place, of arbitration will be London. The language to be used in the arbitral proceedings will be English. - General.
- By using Avalara Fiscal Representation or sending electronic messages to Avalara, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about Avalara Fiscal Representation or third-party products or services and will do so in accordance with its then-current privacy policy. By registering for Avalara Fiscal Representation, sending Avalara an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically.
- In the event of any contrary or inconsistent terms between the MVR Terms and the Fiscal Representation Terms, the Fiscal Representation Terms will control with respect to the provision of Avalara Fiscal Representation.
- Any reference in these Fiscal Representation Terms to the “discretion” of Avalara means the “sole and absolute discretion” of Avalara.
- Customer may not assign these Fiscal Representation Terms without the prior written consent of Avalara. Avalara may assign all or any part of these Fiscal Representation Terms to any other party upon notice to Customer.
- No third party, other than an Avalara Indemnitee, may enforce any term of this Agreement. The rights of the parties to terminate or modify this Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Deviations from the Terms. The following provisions of the Terms do not apply to Avalara Fiscal Representation or with respect to these Fiscal Representation Terms: Section 2(c) (i), (ii) and (iii) (Avalara’s Responsibilities); Section 2(e) (Customer Affiliates); Section 5 (Service Suspension and Disputes); Section 6(e) (Termination for Breach or Cause); Section 9(b) and (c) (Avalara’s Warranties; Disclaimer of Implied Warranties); Section 10 (Indemnification); Section 11 (Modifications); Section 12 (a), (b) and (c) (Exclusion of Certain Claims; Limitation of Liability; Limitation of Claims); Section 13(f) (Governing Law; Jurisdiction and Venue); Section 13(h) (Force Majeure); and Section 13(j) (Successors and Assigns).
APPENDIX A
INFORMATION AND DOCUMENTS REQUIRED PER TRANSACTION
An authorization to act as fiscal representative may only be granted by local authorities if certain conditions are fulfilled. One of these conditions is that the fiscal representative keeps efficient and well-organized records. These must clearly and convincingly demonstrate to the applicable tax authorities that VAT legislation and VAT regulations have been applied correctly. In many cases Avalara may not have the required documents, information and data at its disposal, but nevertheless shares responsibility to local tax authorities with respect to this information. Customer therefore must provide these in the manner and format specified by Avalara no later than 7 days after expiry of the VAT return period. After termination of Avalara Fiscal Representation, Customer shall continue to have the obligation, pursuant to Section 7, for the period during which the authorities may impose tax assessments retroactively, to cooperate in every way and if so required, to provide all documents, information, and data concerning the activities carried out under these Fiscal Representation Terms.
The following information, at a minimum, is required:
GENERAL
Description of any transactions for which Avalara is to act as fiscal representative for Customer in Filing Jurisdiction(s) pursuant to these Fiscal Representation Terms.
REQUIRED DOCUMENTS, INFORMATION AND DATA PER TRANSACTION CARRIED OUT BY CUSTOMER IN FILING JURISDICTION(S):
- all documents, information and data required for customs clearance;
- all customs declarations of goods imported or to be imported;
- VAT invoices issued and received;
- VAT identification numbers of Customer’s B2B customers performing intra-Community or domestic acquisitions;
- all information required for purposes of applying the exemptions laid down in Article 138 of Directive 2006/112/EC, including written statements from any acquirer stating that goods have been transported cross-border, a signed CMR document or note, a bill of lading, airfreight invoice or invoice from the carrier of the goods, insurance policy with regard to the dispatch or transport of the goods, or bank documents proving payment for the dispatch or transport of the goods, official documents issued by a public authority, such as a notary, confirming the arrival of the goods in the Member State of destination; a receipt issued by a warehouse keeper in the Member State of destination, confirming the storage of the goods in that Member State;
- all information required for the register prescribed in Article 243 of Directive 2006/112/EC;
- all information required for the recapitulative statement prescribed by Article 262 of Directive 2006/112/EC;
- customs export documentation, validated by customs at EU border; and
- such other information as may be requested by Avalara.
Effective October 28, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Avalara Fiscal Representation Product-Specific Supplemental Terms will apply to your Service upon any renewal, upgrade, or purchase made on or after January 1, 2023.
Table of Contents
Last updated January 1, 2023
These Avalara Fiscal Representation Product-Specific Supplemental Terms (“Fiscal Representation Terms”) govern Customer’s use of Avalara Fiscal Representation. These Fiscal Representation Terms are in addition to and incorporate by reference (i) the Avalara Service Terms and Conditions located at www.avalara.com/terms (the “Terms”) and (ii) the Managed VAT Reporting Supplemental Terms located at https://www.avalara.com/mvr-terms.html (the “MVR Terms”).
Any capitalized terms used and not defined in these Fiscal Representation Terms have the meaning given in the Terms or the MVR Terms. With respect to Avalara Fiscal Representation, any references in the Agreement to “Avalara, Inc.” or “Avalara” will be deemed to be to “Avalara Europe Ltd.,” an Affiliate of Avalara, Inc.
The following appendix constitutes part of these Fiscal Representation Terms: Appendix A – Information and Documents Required Per Transaction
- Definitions.
- “Avalara Fiscal Representation” means the Service where Avalara or its Affiliate acts as Customer’s tax representative within the meaning of Article 204 and others of Directive 2006/112/EC in Filing Jurisdiction(s) selected by Customer.
- "Change of Control" means, in respect of any corporate body, any change in the entity or entities having control of that corporate body, including the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement.
- “EU” means the European Union.
- “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide Avalara Fiscal Representation.
- “Payment Services” means, (i) within the EU, any service relating to payment services, including those services that may be regulated in accordance with Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, (ii) within the UK, the services listed at Part 1 of Schedule 1 of the Payment Services Regulations 2017, the provision of which would require authorisation or registration under the Payment Services Regulations 2017 in the UK; and (iii) outside the EU, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.
- “VAT” means, within the EU, such value added tax as levied in accordance with Directive 2006/112/EC, and outside the EU, any tax levied by reference to added value, sales and/or consumption.
- “VAT Obligations” mean, for Filing Jurisdiction(s), payments or other obligations related to VAT, applications for VAT refund amounts, penalties and interest on VAT payments that are overdue for any reason, and similar obligations or liabilities for Filing Jurisdiction(s).
- Avalara Fiscal Representation.
- Appointment as fiscal representative. Customer appoints Avalara as Customer’s exclusive fiscal representative solely to assist Customer with its VAT compliance obligations in Filing Jurisdiction(s).
- Affiliate Use of Avalara Fiscal Representation. Customer is not permitted to access Avalara Fiscal Representation on behalf of its Affiliate unless such Affiliate separately agrees to be bound by the Fiscal Representation Terms and Avalara separately agrees to provide Avalara Fiscal Representation to such Affiliate.
- Managed VAT Reporting. Avalara will provide Avalara Fiscal Representation to Customer in Filing Jurisdiction(s) only in the event that Customer has subscribed to Managed VAT Reporting in such Filing Jurisdiction(s). Provision of Managed VAT Reporting and payment of the applicable fees are governed by the MVR Terms located at https://www.avalara.com/mvr-terms.html.
- Avalara Obligations. Avalara may provide Avalara Fiscal Representation as follows:
- acting on behalf of Customer in respect of VAT Obligations ensuing from applicable VAT regulations in Filing Jurisdiction(s);
- completing and processing supporting documents, including documents related to termination of Avalara Fiscal Representation as applicable;
- assisting Customer to comply with local VAT requirements related to fiscal representation in Filing Jurisdiction(s) as Avalara determines to be appropriate; and
- facilitating the provision of Payment Services by a duly licensed third-party payment service provider (“Third-Party PSP”) to collect and remit VAT Obligations due by Customer to tax authorities. Payment Services are further detailed in Section 3.
- Payments.
- In the event that Avalara elects to use Third-Party PSP, Payment Services will be provided in accordance with Applicable Laws by Third-Party PSP, duly licensed in the relevant jurisdiction(s). Third-Party PSP may require Customer to enter into a separate agreement for the provision of Payment Services.
- Customer shall pay VAT Obligations to Third-Party PSP, Avalara or the applicable tax authority in accordance with Avalara’s instructions.
- Avalara, in its sole discretion, may direct Customer to apply overpayments to its future VAT Obligations. Any amounts of underpayments will be immediately due and payable by Customer and shall be paid to Third-Party PSP, Avalara or the applicable tax authority, as directed by Avalara.
- In connection with collection and remittance activities through Third-Party PSP or Avalara, Customer shall adhere and be subject to the following processes and requirements:
- Customer will receive instructions from Avalara or Third-Party PSP stating the amount of Customer’s VAT Obligations and the date due to Avalara or Third-Party PSP to ensure timely payment;
- Customer will timely fund the VAT Obligations in the currency instructed by Avalara by way of a credit transfer to Avalara or Third-Party PSP’s account, on or before the due date;
- If Avalara directs Customer to fund Third-Party PSP account, Third-Party PSP will confirm to Avalara that the designated account contains an amount equal to the amount specified in Avalara’s instruction to Customer described under Section 3(d)(i); and
- Subject to applicable payment requirements and payment processes, Avalara or Third-Party PSP will process the VAT Obligations by (i) transferring the VAT Obligations to the bank account of the applicable tax authority, or (ii) arranging for the direct debit of this amount by the applicable tax authority.
- If and to the extent available and/or applicable in the relevant jurisdiction(s), Customer expressly authorizes Avalara to act as a commercial agent within the meaning of Directive (EU) 2015/2366 (Payment Services Directive 2) in respect of the provision of Payment Services thereby authorizing Avalara to negotiate or conclude the sale or purchase of goods or services on behalf of Customer acting as the payer in the relevant payment transactions.
- Avalara’s Rights.
- Avalara will engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these Terms when acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Avalara Fiscal Representation obligations. This may include a power of attorney and an appointment letter in the format required in Filing Jurisdiction(s).
- Avalara may, in its discretion, impose rules or limits for, or change, suspend, or discontinue any aspect of Avalara Fiscal Representation at any time.
- If Avalara identifies any questions or ambiguities related to the application of VAT to Customer’s activities, Avalara may apply the VAT rates Avalara determines to be appropriate in the filing of a VAT return or amendment of a VAT return previously filed.
- Avalara may consult or negotiate with the tax authority(ies) in Filing Jurisdiction(s) concerning tax levies or other costs and matters arising under the Agreement. Avalara will charge for such consultation and negotiation services at its then-standard hourly rates. Avalara shall, after consultation with Customer, be entitled to engage third parties to handle claims and negotiations with the tax authority(ies) in Filing Jurisdiction(s), all of which will be at the additional expense and risk of Customer.
- Avalara may modify these Fiscal Representation Terms at any time upon 30 days’ prior written notice. Avalara may change or modify these Fiscal Representation Terms at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to Avalara Fiscal Representation (where this does not materially adversely affect Customer’s use of Avalara Fiscal Representation); or (c) to restrict products or activities Avalara deems unsafe or inappropriate. Customer’s continued use of Avalara Fiscal Representation after the effective date of any change to the Fiscal Representation Terms will constitute Customer’s acceptance of that change. If changes are unacceptable to Customer, Customer shall cease using Avalara Fiscal Representation and may terminate the Fiscal Representation Terms by providing written notice to Avalara at any time prior to the effective date of change.
- Customer’s Obligations.
- Customer is prohibited from conducting activities in Filing Jurisdiction(s) that may give rise to any VAT Obligations that are not reported to Avalara, or that may give rise to any other form of tax representation not agreed to by Avalara. If at any time during the Term Customer becomes aware of any such prohibited activities in Filing Jurisdiction(s) that may require fiscal or any other form of tax representation, Customer shall immediately notify Avalara in writing. Further, Customer shall ensure that its systems are properly configured to ensure that all VAT Obligations in Filing Jurisdiction(s) are managed correctly through Avalara Fiscal Representation, and it is solely Customer’s obligation to do so.
- Under these Fiscal Representation Terms and as between the Parties, Customer is solely liable and responsible for, and shall timely remit funds for, all of its VAT Obligations in Filing Jurisdiction(s). This includes the timely and correct remittance of any VAT Obligations due to the tax authority(ies) in Filing Jurisdiction(s), including any penalties and interest incurred in relation to any late VAT filing, payment or otherwise.
- Promptly upon Avalara’s request, Customer shall provide Avalara with (a) proof of funding for any applicable VAT Obligation or other obligation, including for the period after termination of these Fiscal Representation Terms during which any tax authorities may impose tax assessments retroactively; or (b) security for Customer’s VAT Obligations, or for any other payment obligations to Avalara, any applicable tax authority, or any third party arising under these Fiscal Representation Terms. Avalara will determine the form and amount of security necessary in its discretion and may require security to be made in the form of one or more payments made to Third-Party PSP or Avalara pursuant to Section 3(d)(i), or a first demand bank guarantee, in form and in amounts Avalara determines to be appropriate in its discretion. If requested by Avalara, Customer shall provide Avalara with such additional security as Avalara deems appropriate in its discretion, taking into account Avalara’s potential liabilities.
- During the Term, at Avalara’s request, Customer shall deliver to Avalara a tax certificate from its resident country or Filing Jurisdiction(s) confirming that Customer complies with its VAT Obligations or a certificate of outstanding tax liabilities or any other similar type of certificate. Also, upon Avalara’s request, Customer shall provide a copy of all information related to VAT matters in its resident country and Filing Jurisdiction(s), including without limitation information relating to VAT audits, copies of prior VAT returns, Intrastat returns, transactions that have already been performed, VAT credit that has already been asked for, and questions that have been raised by the tax authorities. Customer (i) shall ensure its invoices are compliant with the EU VAT Directive 2006/112/EC, as amended from time to time, (ii) provide VAT-compliant invoices to Avalara promptly upon request, and (iii) follow all compliance-related requirements specified by Avalara. Customer shall provide Avalara information, in the format and manner specified by Avalara, for all transactions giving rise to VAT Obligations in Filing Jurisdiction(s), as required under relevant VAT regulations and in accordance with Appendix A, and in response to all other requests Avalara determines to be appropriate in connection with Avalara Fiscal Representation. Customer shall respond promptly, and no later than 7 days from the date of the request, to all information requests from Avalara related to Avalara Fiscal Representation.
- If Customer fails under these Fiscal Representation Terms to (i) pay Customer’s VAT Obligations in Filing Jurisdiction(s) to Avalara or Third-Party PSP in whole or in part, or (ii) timely provide to Avalara the information or documentation required by Avalara to determine Customer’s VAT Obligations in Filing Jurisdiction(s), Avalara may take such action as it deems appropriate with respect to Customer’s local VAT requirements in Filing Jurisdiction(s), including reporting no VAT Obligations for a period (filing a “nil return’”) or filing additional or supplementary VAT returns. Any such activities Avalara undertakes, and any related VAT Obligations that arise will be at Customer’s expense and risk.
- Prior to acceptance of these Fiscal Representation Terms and at all times thereafter upon request, Customer shall provide all information requested by Avalara (or, if applicable, a third-party subcontractor engaged by Avalara for this purpose (a “Screener”)) regarding Customer’s legal existence, equity owners and other affiliated persons, and otherwise related to its operations or circumstances, to conduct “know your customer,” anti-money laundering, customer suitability, tax information exchange requirements or related checks or inquiries based on Avalara’s legal and regulatory obligations or commercial considerations (“Background Screen”). Customer expressly authorizes all such activities and shall provide additional information and otherwise cooperate with Avalara or the Screener in connection with the Background Screen. If Customer provides any information related to its Background Screen directly to the Screener, Customer expressly authorizes Avalara to receive, obtain copies of, transmit to its Affiliates and third parties for processing, and use such information and data from the Screener and any analyses, conclusions or assessments made by the Screener in connection with such Background Screen as Avalara determines to be appropriate. Avalara may, in its discretion, elect not to provide Customer with, or terminate, Avalara Fiscal Representation and related Services due to the results of the Background Screen or Customer’s failure to timely provide the information requested by Avalara or the Screener for the Background Screen; provided that if Avalara elects not to provide or terminates Avalara Fiscal Representation under this Section 5 (f) other than for failure to provide documentation required for the Background Screen, Avalara will refund any prepaid unused fees related to Avalara Fiscal Representation (excluding any activation or other one-time fees). Avalara may elect to co-ordinate fiscal representation to Customer through one or more third party fiscal representatives under such third party’s terms, and different fees and expenses may apply.
- At any time, in Avalara’s discretion and in accordance with Applicable Laws, and without notice to Customer, Avalara may report any information related to Customer’s use of Avalara Fiscal Representation or its Background Screen process (including Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in Filing Jurisdiction(s), in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Customer’s Representations and Warranties.
- Customer represents and warrants that none of Customer, any of its Affiliates, nor any of their respective officers, directors, owners, employees, representatives or agents (the “Customer Affiliated Parties”) is or has engaged in, or been charged with, indicted for, or convicted of, any “criminal activity”. For the purposes of this Section 6(a), “criminal activity” includes any activity that meets the definition set out (i) within the EU, in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law; (ii) within the UK, in the Proceeds of Crime Act 2002 (POCA), Criminal Finances Act 2017, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs 2017) and Terrorism Act 2000 (TA 2000), as updated and amended; or (iii) any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU member states that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.
- Customer represents and warrants that it is not (i) established for VAT purposes or (ii) registered for VAT purposes in Filing Jurisdiction(s) that require(s) fiscal or tax representation, or in the process of doing so, unless such establishment or registration is agreed to in writing by Avalara. Customer will take all actions requested by Avalara to transition any prior VAT registrations to Avalara in order for Avalara to provide Avalara Fiscal Representation in Filing Jurisdiction(s). Unless Customer separately has notified Avalara to the contrary in writing prior to entering into these Fiscal Representation Terms, Customer represents and warrants that it has no tax liability in Filing Jurisdiction(s) that require(s) fiscal or tax representation.
- Unless Customer notifies Avalara to the contrary in writing, Customer represents and warrants that none of the Customer Affiliated Parties is a Politically Exposed Person (“PEP”) as defined by the Financial Action Task Force and which definition is located in the document available at https://www.fatf-gafi.org/documents/documents/peps-r12-r22.html. Customer represents and warrants that none of the Customer Affiliated Parties is under sanction, prohibition, or restriction from Filing Jurisdiction(s), the United Nations, the EU, any EU member state, the United Kingdom, Canada, or the United States.
- Customer represents and warrants that all information and documentation provided to Avalara under these Fiscal Representation Terms, including in relation to Payment Services and to fulfil its obligations under Section 5, are true, correct and complete.
- Customer’s representations and warranties in this Section 6 are deemed to be made continuously throughout the Term, and Customer will immediately provide written notice in reasonable detail to Avalara at any time that such statement ceases to be true, correct, or complete during the Term.
- Termination and Suspension.
- Avalara may suspend Avalara Fiscal Representation activities on behalf of Customer at any time if Customer has not fully paid its VAT Obligations or performed its other obligations under the Agreement, or while any Customer action or provision of information is outstanding after the relevant deadline, or if Avalara has reasonable grounds to believe that Customer will not be able to comply with its obligations under the Agreement. If Avalara invokes such right to suspend operations or activities, Avalara will notify Customer accordingly and may also notify affected third parties.
- In addition to its termination rights under the Terms, the MVR Terms and elsewhere in these Fiscal Representation Terms, Avalara may, at its option and on notice to the Customer, terminate the Agreement and/or Customer’s use of Avalara Fiscal Representation for Filing Jurisdiction(s):
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver or administrator for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors or (e) in the event of a Change of Control over Customer;
- If Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- If Customer has violated any Applicable Laws, including in Filing Jurisdiction(s), prior to or during the Term;
- If Customer breaches the Agreement (including these Fiscal Representation Terms), including by failing to timely provide required information or fund VAT Obligations or other payments;
- If Customers uses Avalara Fiscal Representation in a manner that threatens the reputation or wellbeing of Avalara or its Affiliates or the integrity of Avalara Fiscal Representation, or that impairs the use of Avalara Fiscal Representation by other Avalara customers;
- If the power of attorney granted by Customer to Avalara or any Affiliate of Avalara terminates, or any appointment of Avalara or any Affiliate of Avalara is terminated for any reason; or
- If Managed VAT Reporting for one or more Filing Jurisdictions, or any other Services or contractual relationship between Avalara and Customer, terminates for any reason.
- The Avalara Fiscal Representation termination date will be the earlier date on which either Customer’s access to Avalara Fiscal Representation is terminated or the date on which the appropriate form(s) to terminate Avalara or any of its Affiliates as Customer’s fiscal representative in Filing Jurisdiction(s) is/are filed with the respective tax authorities. Termination of Avalara Fiscal Representation will automatically lead to termination of any appointment or any power of attorney granted under these Fiscal Representation Terms.
- Upon any termination by Avalara under Section 7 (b), Avalara will not refund any amount of fees to Customer. Avalara expressly disclaims liability for any damages Customer incurs related to such termination. In the event of such termination Avalara may terminate Customer’s use of any other product or service offered by Avalara or any Affiliate immediately upon written notice.
- If required under any Applicable Laws or requested by Avalara, Customer will appoint another fiscal representative that assumes Avalara’s obligations under these Fiscal Representation Terms immediately following termination of Customer’s subscription for Avalara Fiscal Representation, or at any other time specified by Avalara in its discretion. During any period in which Customer fails to comply with this obligation, Customer shall continue to comply with its obligations towards Avalara and will be liable for all resulting Losses (as defined below).
- Following any termination, Customer remains subject to all obligations and liabilities, including VAT Obligations and other payment obligations and information requirements, arising out of or related to Avalara Fiscal Representation prior to termination.
- Fees.
- Invoices or other Order Documents specifying fees may be issued and sent to Customer by Avalara or an Avalara Affiliate or on behalf of Avalara or its Affiliates by Third-Party PSP or another service provider. If Avalara determines that Customer fails or may fail to meet any of its obligations under the Agreement, Avalara may offset those obligations against any refunds from any tax authorities in Filing Jurisdiction(s) of whatever nature accruing to Customer in order to meet those obligations.
- Customer authorizes Third-Party PSP to collect subscription fees and pay such amounts to Avalara or its Affiliate, provided that Customer may also pay such amounts to Avalara or its Affiliate directly. Any subscription fees collected by Third-Party PSP may be deducted from amounts that Third-Party PSP holds on behalf of Customer. If Customer is required to report transactions or inventory transfers that occurred prior to Customer’s appointment of Avalara under these Fiscal Representation Terms, these back filing services will be considered an ancillary Service.
- Limitations of Liability.
The Customer’s attention is particularly drawn to this Section.- Avalara Fiscal Representation is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in these Fiscal Representation Terms. To the fullest extent permitted by Applicable Laws and except as otherwise set out in these Fiscal Representation Terms, Avalara disclaims all warranties, terms and conditions express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations, warranties, terms or conditions that (a) any governmental information (including without limitation information regarding VAT rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service, is accurate, complete, current, or applicable to Customer or its business.
- Nothing in the Agreement shall be construed as limiting either Party’s liability for death or personal injury caused by negligence, for fraud or for fraudulent misrepresentation or any other liability which cannot be excluded or limited by Applicable Laws.
- Subject to Section 9(a), 9(b), and 9(d), Avalara’s total liability to the Customer in respect of any and all claims arising out of or in connection with the Agreement, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise, shall not in any case exceed an amount equivalent to the fees paid or payable by Customer in relation to Avalara Fiscal Representation during the twelve-month period immediately preceding the events giving rise to the claims.
- Except as otherwise stated in Section 9(b), Avalara shall not be liable to Customer or any third party, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise for any:
- incidental, indirect, consequential, punitive, special or exemplary damages;
- loss of profits, loss revenue, loss or damage to goodwill, wasted expenditure or loss or corruption of data;
- late or missed filings resulting from Customer’s failure to provide any required information or timely approval of a return, for the timing or rejection of any opting letter seeking to waive the distance selling threshold, or for late or missed VAT obligation or other payment owed by Customer; and
- claim in respect of which the Customer has not issued legal proceedings within two years of the events giving rise to the claim occurring.
- 10. Indemnification; Liability of Customer.
- Under Applicable Law of Filing Jurisdiction(s), Avalara and Customer may have joint and several liability to the tax authority(ies) of Filing Jurisdiction(s) for Customer’s fulfillment of VAT Obligations. If Avalara incurs any liability, or is compelled to pay any amount related to Customer’s actions, omissions, or obligations, Customer shall indemnify and hold harmless, and at Avalara’s option shall defend, Avalara, each of its Affiliates, and each of its and their officers, directors, owners, employees, representatives and agents (each, an “Avalara Indemnitee”) from and against any liability, loss, settlement payment (including any settlement an Avalara Indemnitee agrees to pay), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges (“Losses”) incurred by, or pending or threatened against, any Avalara Indemnitee that arise out or relate to any (i) any VAT Obligations, or (ii) any third-party claim or action arising out of or related to Customer’s actions or omissions or the provision of Avalara Fiscal Representation to Customer under these Fiscal Representation Terms (including any claims or actions in connection with Avalara’s termination of Customer under these Fiscal Representation Terms), except to the extent such claim or action results directly from the gross negligence or intentional misconduct of Avalara, or (iii) breach of any of Customer’s representations or warranties, or any failure or omission of Customer to meet or perform any of its covenants, undertakings or obligations pursuant to the Fiscal Representation Terms or to Avalara Fiscal Representation, including without limitation the payment of any VAT Obligation or other liability hereunder or the provision of accurate VAT identification numbers and correct documents, information and data.
- If any Avalara Indemnitee incurs any liability in connection with the VAT Obligations or Customer’s actions or omissions under the Agreement, that Avalara Indemnitee shall have full recourse against Customer and all other rights available at law and in equity to recover such liability. In order to secure the payment of any amount that is may be due from Customer to any Avalara Indemnitee under the Agreement or otherwise, Avalara has a right of retention and set-off, and a right of pledge over, all moneys and other items of value that Avalara or Third-Party PSP may hold on behalf of Customer, or that may be due from Avalara to Customer under the Agreement or under any other current or future arrangement Customer may enter into with Avalara or any of its Affiliates.
- Governing Law; Arbitration.
The governing law of the Agreement will be the substantive law of England and Wales. Any dispute arising out of or in connection with the Agreement including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators will be one. The seat, or legal place, of arbitration will be London. The language to be used in the arbitral proceedings will be English. - General.
- By using Avalara Fiscal Representation or sending electronic messages to Avalara, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about Avalara Fiscal Representation or third-party products or services and will do so in accordance with its then-current privacy policy. By registering for Avalara Fiscal Representation, sending Avalara an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically.
- In the event of any contrary or inconsistent terms between the MVR Terms and the Fiscal Representation Terms, the Fiscal Representation Terms will control with respect to the provision of Avalara Fiscal Representation.
- Any reference in these Fiscal Representation Terms to the “discretion” of Avalara means the “sole and absolute discretion” of Avalara.
- Customer may not assign these Fiscal Representation Terms without the prior written consent of Avalara. Avalara may assign all or any part of these Fiscal Representation Terms to any other party upon notice to Customer.
- No third party, other than an Avalara Indemnitee, may enforce any term of this Agreement. The rights of the parties to terminate or modify this Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Deviations from the Terms. The following provisions of the Terms do not apply to Avalara Fiscal Representation or with respect to these Fiscal Representation Terms: Section 2(c) (i), (ii) and (iii) (Avalara’s Responsibilities); Section 2(e) (Customer Affiliates); Section 5 (Service Suspension and Disputes); Section 6(e) (Termination for Breach or Cause); Section 9(b) and (c) (Avalara’s Warranties; Disclaimer of Implied Warranties); Section 10 (Indemnification); Section 11 (Modifications); Section 12 (a), (b) and (c) (Exclusion of Certain Claims; Limitation of Liability; Limitation of Claims); Section 13(f) (Governing Law; Jurisdiction and Venue); Section 13(h) (Force Majeure); and Section 13(j) (Successors and Assigns).
APPENDIX A
INFORMATION AND DOCUMENTS REQUIRED PER TRANSACTION
An authorization to act as fiscal representative may only be granted by local authorities if certain conditions are fulfilled. One of these conditions is that the fiscal representative keeps efficient and well-organized records. These must clearly and convincingly demonstrate to the applicable tax authorities that VAT legislation and VAT regulations have been applied correctly. In many cases Avalara may not have the required documents, information and data at its disposal, but nevertheless shares responsibility to local tax authorities with respect to this information. Customer therefore must provide these in the manner and format specified by Avalara no later than 7 days after expiry of the VAT return period. After termination of Avalara Fiscal Representation, Customer shall continue to have the obligation, pursuant to Section 7, for the period during which the authorities may impose tax assessments retroactively, to cooperate in every way and if so required, to provide all documents, information, and data concerning the activities carried out under these Fiscal Representation Terms.
The following information, at a minimum, is required:
GENERAL
Description of any transactions for which Avalara is to act as fiscal representative for Customer in Filing Jurisdiction(s) pursuant to these Fiscal Representation Terms.
REQUIRED DOCUMENTS, INFORMATION AND DATA PER TRANSACTION CARRIED OUT BY CUSTOMER IN FILING JURISDICTION(S):
- all documents, information and data required for customs clearance;
- all customs declarations of goods imported or to be imported;
- VAT invoices issued and received;
- VAT identification numbers of Customer’s B2B customers performing intra-Community or domestic acquisitions;
- all information required for purposes of applying the exemptions laid down in Article 138 of Directive 2006/112/EC, including written statements from any acquirer stating that goods have been transported cross-border, a signed CMR document or note, a bill of lading, airfreight invoice or invoice from the carrier of the goods, insurance policy with regard to the dispatch or transport of the goods, or bank documents proving payment for the dispatch or transport of the goods, official documents issued by a public authority, such as a notary, confirming the arrival of the goods in the Member State of destination; a receipt issued by a warehouse keeper in the Member State of destination, confirming the storage of the goods in that Member State;
- all information required for the register prescribed in Article 243 of Directive 2006/112/EC;
- all information required for the recapitulative statement prescribed by Article 262 of Directive 2006/112/EC;
- customs export documentation, validated by customs at EU border; and
- such other information as may be requested by Avalara.
Fiscal Representation for Insurance
Effective November 1, 2023
DownloadTable of Contents
These Fiscal Representation for Insurance Service-Specific Supplemental Terms (“Fiscal Representation for Insurance Terms”) govern Customer’s use of Fiscal Representation for Insurance. These Fiscal Representation for Insurance Terms are in addition to and incorporate by reference (i) the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”) and (ii) the Managed Returns for Insurance Service-Specific Supplemental Terms located at https://www.avalara.com/us/en/legal/managed-returns-for-insurance-supplemental-terms.html (the “MR Terms”).
Any capitalized terms used and not defined in these Fiscal Representation for Insurance Terms have the meaning given in the Terms or the MR Terms. With respect to Fiscal Representation for Insurance, any references in the Agreement to “Avalara, Inc.” or “Avalara” will be deemed to be to “Avalara Europe Ltd.,” an Affiliate of Avalara, Inc.
- Definitions.
- “Fiscal Representation for Insurance” means the Service where Avalara or its Affiliate acts as Customer’s tax representative in Filing Jurisdiction(s) selected by Customer.
- "Change of Control" means, in respect of any corporate body, any change in the entity or entities having control of that corporate body, including the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement.
- “EU” means the European Union.
- “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide Fiscal Representation for Insurance.
- “IPT Obligations” means for Filing Jurisdiction(s), filing of IPT Returns, payments or other obligations related to IPT, penalties and interest on IPT payments that are overdue for any reason, and similar obligations or liabilities for Filing Jurisdiction(s).
- “Payment Services” means, (i) within the EU, any service relating to payment services, including those services that may be regulated in accordance with Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, and (ii) within the UK, the services listed at Part 1 of Schedule 1 of the Payment Services Regulations 2017, the provision of which would require authorisation or registration under the Payment Services Regulations 2017 in the UK; (iii) outside the EU, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.
- Fiscal Representation for Insurance.
- Appointment as fiscal representative. Customer appoints Avalara as Customer’s exclusive fiscal representative solely to assist Customer with its IPT Obligations in Filing Jurisdiction(s).
- Affiliate Use of Fiscal Representation for Insurance. Customer is not permitted to access Fiscal Representation for Insurance on behalf of its Affiliate unless such Affiliate separately agrees to be bound by the Fiscal Representation for Insurance Terms and Avalara separately agrees to provide Fiscal Representation for Insurance to such Affiliate.
- Managed Returns for Insurance. Avalara will provide Fiscal Representation for Insurance to Customer in Filing Jurisdiction(s) only in the event that Customer has subscribed to Managed Returns for Insurance in such Filing Jurisdiction(s).
- Provision of Managed Returns for Insurance and payment of the applicable fees are governed by the MR Terms located at https://www.avalara.com/us/en/legal/managed-returns-for-insurance-supplemental-terms.html.
- Avalara Obligations. Avalara may provide Fiscal Representation for Insurance as follows:
- acting on behalf of Customer in respect of IPT Obligations ensuing from applicable regulations in Filing Jurisdiction(s);
- completing and processing supporting documents, including documents related to termination of Fiscal Representation for Insurance as applicable;
- assisting Customer to comply with local IPT requirements related to Fiscal representation for Insurance in Filing Jurisdiction(s) as Avalara determines to be appropriate; and
- facilitating the provision of Payment Services by a duly licensed third-party payment service provider (“Third-Party PSP”) to collect and remit IPT Obligations due by Customer to tax authorities. Payment Services are further detailed in Section 3.
- Payments.
- In the event that Avalara elects to use Third-Party PSP, Payment Services will be provided in accordance with Applicable Laws by Third-Party PSP, duly licensed in the relevant jurisdiction(s). Third-Party PSP may require Customer to enter into a separate agreement for the provision of Payment Services.
- Customer shall pay IPT Obligations to Third-Party PSP, Avalara or the applicable tax authority in accordance with Avalara’s instructions.
- Avalara, in its sole discretion, may direct Customer to apply overpayments to its future IPT Obligations. Any amounts of underpayments will be immediately due and payable by Customer and shall be paid to Third-Party PSP, Avalara or the applicable tax authority, as directed by Avalara.
- In connection with collection and remittance activities through Third-Party PSP or Avalara, Customer shall adhere and be subject to the following processes and requirements:
- Customer will receive instructions from Avalara or Third-Party PSP stating the amount of Customer’s IPT Obligations and the date due to Avalara or Third-Party PSP to ensure timely payment;
- Customer will timely fund the IPT Obligations in the currency instructed by Avalara by way of a credit transfer to Avalara or Third-Party PSP’s account, on or before the due date;
- If Avalara directs Customer to fund Third-Party PSP account, Third-Party PSP will confirm to Avalara that the designated account contains an amount equal to the amount specified in Avalara’s instruction to Customer described under Section 3(d)(i); and
- Subject to applicable payment requirements and payment processes, Avalara or Third-Party PSP will process the IPT Obligations by (i) transferring the IPT Obligations to the bank account of the applicable tax authority, or (ii) arranging for the direct debit of this amount by the applicable tax authority.
- If and to the extent available and/or applicable in the relevant jurisdiction(s), Customer expressly authorizes Avalara to act as a commercial agent within the meaning of Directive (EU) 2015/2366 (Payment Services Directive 2) in respect of the provision of Payment Services thereby authorizing Avalara to negotiate or conclude the sale or purchase of goods or services on behalf of Customer acting as the payer in the relevant payment transactions.
- Avalara’s Rights.
- Avalara will engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these Fiscal Representation for Insurance Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these Fiscal Representation for Insurance Terms when acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Fiscal Representation for Insurance obligations. This may include a power of attorney and an appointment letter in the format required in Filing Jurisdiction(s).
- Avalara may, in its discretion, impose rules or limits for, or change, suspend, or discontinue any aspect of Fiscal Representation for Insurance at any time.
- If Avalara identifies any questions or ambiguities related to the application of IPT to Customer’s activities, Avalara may apply IPT Avalara determines to be appropriate in the filing of an IPT return or amendment of an IPT return previously filed.
- Avalara may consult or negotiate with the tax authority(ies) in Filing Jurisdiction(s) concerning tax levies or other costs and matters arising under the Agreement. Avalara will charge for such consultation and negotiation services at its then-standard hourly rates. Avalara shall, after consultation with Customer, be entitled to engage third parties to handle claims and negotiations with the tax authority(ies) in Filing Jurisdiction(s), all of which will be at the additional expense and risk of Customer.
- Avalara may modify these Fiscal Representation for Insurance Terms at any time upon 30 days’ prior written notice. Avalara may change or modify Fiscal Representation for Insurance Terms at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to Fiscal Representation for Insurance (where this does not materially adversely affect Customer’s use of Fiscal Representation for Insurance); or (c) to restrict products or activities Avalara deems unsafe or inappropriate. Customer’s continued use of Fiscal Representation for Insurance after the effective date of any change to the Fiscal Representation for Insurance Terms will constitute Customer’s acceptance of that change. If changes are unacceptable to Customer, Customer shall cease using Fiscal Representation for Insurance and may terminate the Fiscal Representation for Insurance Terms by providing written notice to Avalara at any time prior to the effective date of change.
- Customer’s Obligations.
- Customer is prohibited from conducting activities in Filing Jurisdiction(s) that may give rise to any IPT Obligations that are not reported to Avalara, or that may give rise to any other form of tax representation not agreed to by Avalara. If at any time during the Term Customer becomes aware of any such prohibited activities in Filing Jurisdiction(s) that may require fiscal or any other form of tax representation, Customer shall immediately notify Avalara in writing. Further, Customer shall ensure that its systems are properly configured to ensure that all IPT Obligations in Filing Jurisdiction(s) are managed correctly through Fiscal Representation, and it is solely Customer’s obligation to do so.
- Under these Fiscal Representation for Insurance Terms and as between the Parties, Customer is solely liable and responsible for, and shall timely remit funds for, all of its IPT Obligations in Filing Jurisdiction(s). This includes the timely and correct remittance of any IPT Obligations due to the tax authority(ies) in Filing Jurisdiction(s), including any penalties and interest incurred in relation to any late filing, payment or otherwise.
- Promptly upon Avalara’s request, Customer shall provide Avalara with (a) proof of funding for any applicable IPT obligation or other obligation, including for the period after termination of these Fiscal Representation for Insurance Terms during which any tax authorities may impose tax assessments retroactively; or (b) security for Customer’s IPT Obligations, or for any other payment obligations to Avalara, any applicable tax authority, or any third party arising under these Fiscal Representation for Insurance Terms. Avalara will determine the form and amount of security necessary in its discretion and may require security to be made in the form of one or more payments made to Third-Party PSP or Avalara pursuant to Section 3(d)(i), or a first demand bank guarantee, in form and in amounts Avalara determines to be appropriate in its discretion. If requested by Avalara, Customer shall provide Avalara with such additional security as Avalara deems appropriate in its discretion, taking into account Avalara’s potential liabilities.
- During the Term, at Avalara’s request, Customer shall deliver to Avalara any information, in the format and manner specified by Avalara and/or as required under relevant Applicable Laws, and in response to all other requests Avalara determines to be appropriate in connection with Fiscal Representation for Insurance. Customer shall respond promptly, and no later than 7 days from the date of the request, to all information requests from Avalara related to Fiscal Representation.
- If Customer fails under these Fiscal Representation Terms to (i) pay Customer’s IPT Obligations in Filing Jurisdiction(s) to Avalara or Third-Party PSP in whole or in part, or (ii) timely provide to Avalara the information or documentation required by Avalara to determine Customer’s IPT Obligations in Filing Jurisdiction(s), Avalara may take such action as it deems appropriate with respect to Customer’s local IPT requirements in Filing Jurisdiction(s), including reporting no IPT Obligations for a period (filing a “nil return’”) or filing additional or supplementary IPT returns. Any such activities Avalara undertakes, and any related IPT Obligations that arise will be at Customer’s expense and risk.
- Prior to acceptance of these Fiscal Representation Terms and at all times thereafter upon request, Customer shall provide all information requested by Avalara (or, if applicable, a third-party subcontractor engaged by Avalara for this purpose (a “Screener”)) regarding Customer’s legal existence, equity owners and other affiliated persons, and otherwise related to its operations or circumstances, to conduct “know your customer,” anti-money laundering, customer suitability, tax information exchange requirements or related checks or inquiries based on Avalara’s legal and regulatory obligations or commercial considerations (“Background Screen”). Customer expressly authorizes all such activities and shall provide additional information and otherwise cooperate with Avalara or the Screener in connection with the Background Screen. If Customer provides any information related to its Background Screen directly to the Screener, Customer expressly authorizes Avalara to receive, obtain copies of, transmit to its Affiliates and third parties for processing, and use such information and data from the Screener and any analyses, conclusions or assessments made by the Screener in connection with such Background Screen as Avalara determines to be appropriate. Avalara may, in its discretion, elect not to provide Customer with, or terminate, Fiscal Representation and related Services due to the results of the Background Screen or Customer’s failure to timely provide the information requested by Avalara or the Screener for the Background Screen; provided that if Avalara elects not to provide or terminates Fiscal Representation under this Section 5 (f) other than for failure to provide documentation required for the Background Screen, Avalara will refund any prepaid unused fees related to Fiscal Representation (excluding any activation or other one-time fees). Avalara may elect to co-ordinate fiscal representation to Customer through one or more third party fiscal representatives under such third party’s terms, and different fees and expenses may apply.
- At any time, in Avalara’s discretion and in accordance with Applicable Laws, and without notice to Customer, Avalara may report any information related to Customer’s use of Fiscal Representation or its Background Screen process (including Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in Filing Jurisdiction(s), in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Customer’s Representations and Warranties.
- Customer represents and warrants that none of Customer, any of its Affiliates, nor any of their respective officers, directors, owners, employees, representatives or agents (the “Customer Affiliated Parties”) is or has engaged in, or been charged with, indicted for, or convicted of, any “criminal activity”. For the purposes of this Section 6(a), “criminal activity” includes any activity that meets the definition set out (i) within the EU, in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law; (ii) within the UK, in the Proceeds of Crime Act 2002 (POCA), Criminal Finances Act 2017, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs 2017) and Terrorism Act 2000 (TA 2000), as updated and amended; or (iii) any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU member states that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.
- Unless Customer notifies Avalara to the contrary in writing, Customer represents and warrants that none of the Customer Affiliated Parties is a Politically Exposed Person (“PEP”) as defined by the Financial Action Task Force and which definition is located in the document available at https://www.fatf-gafi.org/documents/documents/peps-r12-r22.html.
- Customer represents and warrants that none of the Customer Affiliated Parties is under sanction, prohibition, or restriction from Filing Jurisdiction(s), the United Nations, the EU, any EU member state, the United Kingdom, Canada, or the United States.
- Customer represents and warrants that all information and documentation provided to Avalara under these Fiscal Representation for Insurance Terms, including in relation to Payment Services and to fulfil its obligations under Section 5, are true, correct and complete.
- Customer’s representations and warranties in this Section 6 are deemed to be made continuously throughout the Term, and Customer will immediately provide written notice in reasonable detail to Avalara at any time that such statement ceases to be true, correct, or complete during the Term.
- Termination and Suspension.
- Avalara may suspend Fiscal Representation for Insurance activities on behalf of Customer at any time if Customer has not fully paid its IPT Obligations or performed its other obligations under the Agreement, or while any Customer action or provision of information is outstanding after the relevant deadline, or if Avalara has reasonable grounds to believe that Customer will not be able to comply with its obligations under the Agreement. If Avalara invokes such right to suspend operations or activities, Avalara will notify Customer accordingly and may also notify affected third parties.
- In addition to its termination rights under the Terms, the MR Terms and elsewhere in these Fiscal Representation for Insurance Terms, Avalara may, at its option and on notice to Customer, terminate the Agreement and Customer’s use of Fiscal Representation for Insurance for Filing Jurisdiction(s):
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors or (e) in the event of a Change of Control over Customer.
- If Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- If Customer has violated any Applicable Laws, including in Filing Jurisdiction(s), prior to or during the Term;
- If Customer breaches the Agreement (including these Fiscal Representation for Insurance Terms), including by failing to timely provide required information or fund IPT Obligations or other payments;
- If Customers uses Fiscal Representation for Insurance in a manner that threatens the reputation or wellbeing of Avalara or its Affiliates or the integrity of Fiscal Representation for Insurance, or that impairs the use of Fiscal Representation for Insurance by other Avalara customers;
- If the power of attorney granted by Customer to Avalara or any Affiliate of Avalara terminates, or any appointment of Avalara or any Affiliate of Avalara is terminated for any reason; or
- If Managed Reports for Insurance for one or more Filing Jurisdictions, or any other Services or contractual relationship between Avalara and Customer, terminates for any reason.
- The Fiscal Representation for Insurance termination date will be the earlier date on which either Customer’s access to Fiscal Representation for Insurance is terminated or the date on which the appropriate form(s) to terminate Avalara or any of its Affiliates as Customer’s fiscal representative in Filing Jurisdiction(s) is/are filed with the respective tax authorities. Termination of Fiscal Representation for Insurance will automatically lead to termination of any appointment or any power of attorney granted under these Fiscal Representation for Insurance Terms.
- Upon any termination by Avalara under Section 7 (b), Avalara will not refund any amount of fees to Customer. Avalara expressly disclaims liability for any damages Customer incurs related to such termination. In the event of such termination Avalara may terminate Customer’s use of any other product or service offered by Avalara or any Affiliate immediately upon written notice.
- If required under any Applicable Laws or requested by Avalara, Customer will appoint another fiscal representative that assumes Avalara’s obligations under these Fiscal Representation for Insurance Terms immediately following termination of Customer’s subscription for Fiscal Representation for Insurance, or at any other time specified by Avalara in its discretion. During any period in which Customer fails to comply with this obligation, Customer shall continue to comply with its obligations towards Avalara and will be liable for all resulting Losses (as defined below).
- Following any termination, Customer remains subject to all obligations and liabilities, including IPT Obligations and other payment obligations and information requirements, arising out of or related to Fiscal Representation for Insurance prior to termination.
- Fees.
- Invoices or other Order Documents specifying fees may be issued and sent to Customer by Avalara or an Avalara Affiliate or on behalf of Avalara or its Affiliates by Third-Party PSP or another service provider. If Avalara determines that Customer fails or may fail to meet any of its obligations under the Agreement, Avalara may offset those obligations against any refunds from any tax authorities in Filing Jurisdiction(s) of whatever nature accruing to Customer in order to meet those obligations.
- Customer authorizes Third-Party PSP to collect subscription fees and pay such amounts to Avalara or its Affiliate, provided that Customer may also pay such amounts to Avalara or its Affiliate directly. Any subscription fees collected by Third-Party PSP may be deducted from amounts that Third-Party PSP holds on behalf of Customer. If Customer is required to report transactions or inventory transfers that occurred prior to Customer’s appointment of Avalara under these Fiscal Representation for Insurance Terms, these back filing services will be considered an ancillary Service.
- Limitations of Liability.
The Customer’s attention is particularly drawn to this Section.- Fiscal Representation for Insurance is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in these Fiscal Representation for Insurance Terms. To the fullest extent permitted by Applicable Laws and except as otherwise set out in these Fiscal Representation for Insurance Terms, Avalara disclaims all warranties, terms and conditions express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations, warranties, terms or conditions that (a) any governmental information (including without limitation information regarding Tax rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service, is accurate, complete, current, or applicable to Customer or its business.
- Nothing in the Agreement shall be construed as limiting either Party’s liability for death or personal injury caused by negligence, for fraud or for fraudulent misrepresentation or any other liability which cannot be excluded or limited by Applicable Laws.
- Subject to Section 9(a), 9(b), and 9(d), Avalara’s total liability to the Customer in respect of any and all claims arising out of or in connection with the Agreement, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise, shall not in any case exceed an amount equivalent to the fees paid or payable by Customer in relation to Fiscal Representation for Insurance during the twelve-month period immediately preceding the events giving rise to the claims.
- Except as otherwise stated in Section 9(b), Avalara shall not be liable to Customer or any third party, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise for any:
- incidental, indirect, consequential, punitive, special or exemplary damages;
- loss of profits, loss revenue, loss or damage to goodwill, wasted expenditure or loss or corruption of data;
- late or missed filings resulting from Customer’s failure to provide any required information or timely approval of a return, for the timing or rejection of any opting letter seeking to waive the distance selling threshold, or for late or missed IPT Obligation or other payment owed by Customer; and
- claim in respect of which the Customer has not issued legal proceedings within two years of the events giving rise to the claim occurring.
- Indemnification; Liability of Customer.
- Under Applicable Law of Filing Jurisdiction(s), Avalara and Customer may have joint and several liability to the tax authority(ies) of Filing Jurisdiction(s) for Customer’s fulfilment of IPT Obligations. If Avalara incurs any liability, or is compelled to pay any amount related to Customer’s actions, omissions, or obligations, Customer shall indemnify and hold harmless, and at Avalara’s option shall defend, Avalara, each of its Affiliates, and each of its and their officers, directors, owners, employees, representatives and agents (each, an “Avalara Indemnitee”) from and against any liability, loss, settlement payment (including any settlement an Avalara Indemnitee agrees to pay), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges (“Losses”) incurred by, or pending or threatened against, any Avalara Indemnitee that arise out or relate to any (i) any IPT Obligations, or (ii) any third-party claim or action arising out of or related to Customer’s actions or omissions or the provision of Fiscal Representation for Insurance to Customer under these Fiscal Representation for Insurance Terms (including any claims or actions in connection with Avalara’s termination of Customer under these Fiscal Representation for Insurance Terms), except to the extent such claim or action results directly from the gross negligence or intentional misconduct of Avalara, or (iii) breach of any of Customer’s representations or warranties, or any failure or omission of Customer to meet or perform any of its covenants, undertakings or obligations pursuant to the Fiscal Representation for Insurance Terms or to Fiscal Representation for Insurance, including without limitation the payment of any IPT obligation or other liability hereunder or the provision of accurate tax identification numbers and correct documents, information and data.
- If any Avalara Indemnitee incurs any liability in connection with the IPT Obligations or Customer’s actions or omissions under the Agreement, that Avalara Indemnitee shall have full recourse against Customer and all other rights available at law and in equity to recover such liability. In order to secure the payment of any amount that is may be due from Customer to any Avalara Indemnitee under the Agreement or otherwise, Avalara has a right of retention and set- off, and a right of pledge over, all moneys and other items of value that Avalara or Third-Party PSP may hold on behalf of Customer, or that may be due from Avalara to Customer under the Agreement or under any other current or future arrangement Customer may enter into with Avalara or any of its Affiliates.
- Governing Law; Jurisdiction and Venue. The Agreement and all matters in connection with the Agreement are governed by the laws of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Agreement or their subject matter or formation.
- General.
- By using Fiscal Representation for Insurance or sending electronic messages to Avalara, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about Fiscal Representation for Insurance or third-party products or services and will do so in accordance with its then-current privacy policy. By registering for Fiscal Representation, sending Avalara an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically.
- In the event of any contrary or inconsistent terms between the MR Terms and the Fiscal Representation for Insurance Terms, the Fiscal Representation for Insurance Terms will control with respect to the provision of Fiscal Representation for Insurance.
- Any reference in these Fiscal Representation for Insurance Terms to the “discretion” of Avalara means the “sole and absolute discretion” of Avalara.
- Customer may not assign these Fiscal Representation for Insurance Terms without the prior written consent of Avalara. Avalara may assign all or any part of these Fiscal Representation for Insurance Terms to any other party upon notice to Customer.
- No third party, other than an Avalara Indemnitee, may enforce any term of this Agreement. The rights of the parties to terminate or modify this Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Deviations from the Terms. The following provisions of the Terms do not apply to Fiscal Representation for Insurance or with respect to these Fiscal Representation for Insurance Terms: Section 2(c) (i), (ii) and (iii) (Avalara’s Responsibilities); Section 2(e) (Customer Affiliates); Section 5 (Service Suspension and Disputes); Section 6(e) (Termination for Breach or Cause); Section 9(b) and (c) (Avalara’s Warranties; Disclaimer of Implied Warranties); Section 10 (Indemnification); Section 11 (Modifications); Section 12 (a), (b) and (c) (Exclusion of Certain Claims; Limitation of Liability; Limitation of Claims); Section 13(f) (Governing Law; Jurisdiction and Venue); Section 13(h) (Force Majeure); and Section 13(j) (Successors and Assigns).
Effective October 28, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after January 1, 2023.
Table of Contents
Last updated January 1, 2023
These Fiscal Representation for Insurance Product-Specific Supplemental Terms (“Fiscal Representation for Insurance Terms”) govern Customer’s use of Fiscal Representation for Insurance. These Fiscal Representation for Insurance Terms are in addition to and incorporate by reference (i) the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”) and (ii) the Managed Returns for Insurance Product-Specific Supplemental Terms located at https://www.avalara.com/us/en/legal/managed-returns-for-insurance-supplemental-terms.html (the “MR Terms”).
These Fiscal Representation for Insurance Product-Specific Supplemental Terms (“Fiscal Representation for Insurance Terms”) govern Customer’s use of Fiscal Representation for Insurance. These Fiscal Representation for Insurance Terms are in addition to and incorporate by reference (i) the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”) and (ii) the Managed Returns for Insurance Product-Specific Supplemental Terms located at https://www.avalara.com/us/en/legal/managed-returns-for-insurance-supplemental-terms.html (the “MR Terms”).
Any capitalized terms used and not defined in these Fiscal Representation for Insurance Terms have the meaning given in the Terms or the MR Terms. With respect to Fiscal Representation for Insurance, any references in the Agreement to “Avalara, Inc.” or “Avalara” will be deemed to be to “Avalara Europe Ltd.,” an Affiliate of Avalara, Inc.
- Definitions.
- “Fiscal Representation for Insurance” means the Service where Avalara or its Affiliate acts as Customer’s tax representative in Filing Jurisdiction(s) selected by Customer.
- "Change of Control" means, in respect of any corporate body, any change in the entity or entities having control of that corporate body, including the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement.
- “EU” means the European Union.
- “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide Fiscal Representation for Insurance.
- “IPT Obligations” means for Filing Jurisdiction(s), filing of IPT Returns, payments or other obligations related to IPT, penalties and interest on IPT payments that are overdue for any reason, and similar obligations or liabilities for Filing Jurisdiction(s).
- “Payment Services” means, (i) within the EU, any service relating to payment services, including those services that may be regulated in accordance with Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, and (ii) within the UK, the services listed at Part 1 of Schedule 1 of the Payment Services Regulations 2017, the provision of which would require authorisation or registration under the Payment Services Regulations 2017 in the UK; (iii) outside the EU, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.
- Fiscal Representation for Insurance.
- Appointment as fiscal representative. Customer appoints Avalara as Customer’s exclusive fiscal representative solely to assist Customer with its IPT Obligations in Filing Jurisdiction(s).
- Affiliate Use of Fiscal Representation for Insurance. Customer is not permitted to access Fiscal Representation for Insurance on behalf of its Affiliate unless such Affiliate separately agrees to be bound by the Fiscal Representation for Insurance Terms and Avalara separately agrees to provide Fiscal Representation for Insurance to such Affiliate.
- Managed Returns for Insurance. Avalara will provide Fiscal Representation for Insurance to Customer in Filing Jurisdiction(s) only in the event that Customer has subscribed to Managed Returns for Insurance in such Filing Jurisdiction(s).
- Provision of Managed Returns for Insurance and payment of the applicable fees are governed by the MR Terms located at https://www.avalara.com/us/en/legal/managed-returns-for-insurance-supplemental-terms.html.
- Avalara Obligations. Avalara may provide Fiscal Representation for Insurance as follows:
- acting on behalf of Customer in respect of IPT Obligations ensuing from applicable regulations in Filing Jurisdiction(s);
- completing and processing supporting documents, including documents related to termination of Fiscal Representation for Insurance as applicable;
- assisting Customer to comply with local IPT requirements related to Fiscal representation for Insurance in Filing Jurisdiction(s) as Avalara determines to be appropriate; and
- facilitating the provision of Payment Services by a duly licensed third-party payment service provider (“Third-Party PSP”) to collect and remit IPT Obligations due by Customer to tax authorities. Payment Services are further detailed in Section 3.
- Payments.
- In the event that Avalara elects to use Third-Party PSP, Payment Services will be provided in accordance with Applicable Laws by Third-Party PSP, duly licensed in the relevant jurisdiction(s). Third-Party PSP may require Customer to enter into a separate agreement for the provision of Payment Services.
- Customer shall pay IPT Obligations to Third-Party PSP, Avalara or the applicable tax authority in accordance with Avalara’s instructions.
- Avalara, in its sole discretion, may direct Customer to apply overpayments to its future IPT Obligations. Any amounts of underpayments will be immediately due and payable by Customer and shall be paid to Third-Party PSP, Avalara or the applicable tax authority, as directed by Avalara.
- In connection with collection and remittance activities through Third-Party PSP or Avalara, Customer shall adhere and be subject to the following processes and requirements:
- Customer will receive instructions from Avalara or Third-Party PSP stating the amount of Customer’s IPT Obligations and the date due to Avalara or Third-Party PSP to ensure timely payment;
- Customer will timely fund the IPT Obligations in the currency instructed by Avalara by way of a credit transfer to Avalara or Third-Party PSP’s account, on or before the due date;
- If Avalara directs Customer to fund Third-Party PSP account, Third-Party PSP will confirm to Avalara that the designated account contains an amount equal to the amount specified in Avalara’s instruction to Customer described under Section 3(d)(i); and
- Subject to applicable payment requirements and payment processes, Avalara or Third-Party PSP will process the IPT Obligations by (i) transferring the IPT Obligations to the bank account of the applicable tax authority, or (ii) arranging for the direct debit of this amount by the applicable tax authority.
- If and to the extent available and/or applicable in the relevant jurisdiction(s), Customer expressly authorizes Avalara to act as a commercial agent within the meaning of Directive (EU) 2015/2366 (Payment Services Directive 2) in respect of the provision of Payment Services thereby authorizing Avalara to negotiate or conclude the sale or purchase of goods or services on behalf of Customer acting as the payer in the relevant payment transactions.
- Avalara’s Rights.
- Avalara will engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these Fiscal Representation for Insurance Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these Fiscal Representation for Insurance Terms when acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Fiscal Representation for Insurance obligations. This may include a power of attorney and an appointment letter in the format required in Filing Jurisdiction(s).
- Avalara may, in its discretion, impose rules or limits for, or change, suspend, or discontinue any aspect of Fiscal Representation for Insurance at any time.
- If Avalara identifies any questions or ambiguities related to the application of IPT to Customer’s activities, Avalara may apply IPT Avalara determines to be appropriate in the filing of an IPT return or amendment of an IPT return previously filed.
- Avalara may consult or negotiate with the tax authority(ies) in Filing Jurisdiction(s) concerning tax levies or other costs and matters arising under the Agreement. Avalara will charge for such consultation and negotiation services at its then-standard hourly rates. Avalara shall, after consultation with Customer, be entitled to engage third parties to handle claims and negotiations with the tax authority(ies) in Filing Jurisdiction(s), all of which will be at the additional expense and risk of Customer.
- Avalara may modify these Fiscal Representation for Insurance Terms at any time upon 30 days’ prior written notice. Avalara may change or modify Fiscal Representation for Insurance Terms at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to Fiscal Representation for Insurance (where this does not materially adversely affect Customer’s use of Fiscal Representation for Insurance); or (c) to restrict products or activities Avalara deems unsafe or inappropriate. Customer’s continued use of Fiscal Representation for Insurance after the effective date of any change to the Fiscal Representation for Insurance Terms will constitute Customer’s acceptance of that change. If changes are unacceptable to Customer, Customer shall cease using Fiscal Representation for Insurance and may terminate the Fiscal Representation for Insurance Terms by providing written notice to Avalara at any time prior to the effective date of change.
- Customer’s Obligations.
- Customer is prohibited from conducting activities in Filing Jurisdiction(s) that may give rise to any IPT Obligations that are not reported to Avalara, or that may give rise to any other form of tax representation not agreed to by Avalara. If at any time during the Term Customer becomes aware of any such prohibited activities in Filing Jurisdiction(s) that may require fiscal or any other form of tax representation, Customer shall immediately notify Avalara in writing. Further, Customer shall ensure that its systems are properly configured to ensure that all IPT Obligations in Filing Jurisdiction(s) are managed correctly through Fiscal Representation, and it is solely Customer’s obligation to do so.
- Under these Fiscal Representation for Insurance Terms and as between the Parties, Customer is solely liable and responsible for, and shall timely remit funds for, all of its IPT Obligations in Filing Jurisdiction(s). This includes the timely and correct remittance of any IPT Obligations due to the tax authority(ies) in Filing Jurisdiction(s), including any penalties and interest incurred in relation to any late filing, payment or otherwise.
- Promptly upon Avalara’s request, Customer shall provide Avalara with (a) proof of funding for any applicable IPT obligation or other obligation, including for the period after termination of these Fiscal Representation for Insurance Terms during which any tax authorities may impose tax assessments retroactively; or (b) security for Customer’s IPT Obligations, or for any other payment obligations to Avalara, any applicable tax authority, or any third party arising under these Fiscal Representation for Insurance Terms. Avalara will determine the form and amount of security necessary in its discretion and may require security to be made in the form of one or more payments made to Third-Party PSP or Avalara pursuant to Section 3(d)(i), or a first demand bank guarantee, in form and in amounts Avalara determines to be appropriate in its discretion. If requested by Avalara, Customer shall provide Avalara with such additional security as Avalara deems appropriate in its discretion, taking into account Avalara’s potential liabilities.
- During the Term, at Avalara’s request, Customer shall deliver to Avalara any information, in the format and manner specified by Avalara and/or as required under relevant Applicable Laws, and in response to all other requests Avalara determines to be appropriate in connection with Fiscal Representation for Insurance. Customer shall respond promptly, and no later than 7 days from the date of the request, to all information requests from Avalara related to Fiscal Representation.
- If Customer fails under these Fiscal Representation Terms to (i) pay Customer’s IPT Obligations in Filing Jurisdiction(s) to Avalara or Third-Party PSP in whole or in part, or (ii) timely provide to Avalara the information or documentation required by Avalara to determine Customer’s IPT Obligations in Filing Jurisdiction(s), Avalara may take such action as it deems appropriate with respect to Customer’s local IPT requirements in Filing Jurisdiction(s), including reporting no IPT Obligations for a period (filing a “nil return’”) or filing additional or supplementary IPT returns. Any such activities Avalara undertakes, and any related IPT Obligations that arise will be at Customer’s expense and risk.
- Prior to acceptance of these Fiscal Representation Terms and at all times thereafter upon request, Customer shall provide all information requested by Avalara (or, if applicable, a third-party subcontractor engaged by Avalara for this purpose (a “Screener”)) regarding Customer’s legal existence, equity owners and other affiliated persons, and otherwise related to its operations or circumstances, to conduct “know your customer,” anti-money laundering, customer suitability, tax information exchange requirements or related checks or inquiries based on Avalara’s legal and regulatory obligations or commercial considerations (“Background Screen”). Customer expressly authorizes all such activities and shall provide additional information and otherwise cooperate with Avalara or the Screener in connection with the Background Screen. If Customer provides any information related to its Background Screen directly to the Screener, Customer expressly authorizes Avalara to receive, obtain copies of, transmit to its Affiliates and third parties for processing, and use such information and data from the Screener and any analyses, conclusions or assessments made by the Screener in connection with such Background Screen as Avalara determines to be appropriate. Avalara may, in its discretion, elect not to provide Customer with, or terminate, Fiscal Representation and related Services due to the results of the Background Screen or Customer’s failure to timely provide the information requested by Avalara or the Screener for the Background Screen; provided that if Avalara elects not to provide or terminates Fiscal Representation under this Section 5 (f) other than for failure to provide documentation required for the Background Screen, Avalara will refund any prepaid unused fees related to Fiscal Representation (excluding any activation or other one-time fees). Avalara may elect to co-ordinate fiscal representation to Customer through one or more third party fiscal representatives under such third party’s terms, and different fees and expenses may apply.
- At any time, in Avalara’s discretion and in accordance with Applicable Laws, and without notice to Customer, Avalara may report any information related to Customer’s use of Fiscal Representation or its Background Screen process (including Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in Filing Jurisdiction(s), in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Customer’s Representations and Warranties.
- Customer represents and warrants that none of Customer, any of its Affiliates, nor any of their respective officers, directors, owners, employees, representatives or agents (the “Customer Affiliated Parties”) is or has engaged in, or been charged with, indicted for, or convicted of, any “criminal activity”. For the purposes of this Section 6(a), “criminal activity” includes any activity that meets the definition set out (i) within the EU, in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law; (ii) within the UK, in the Proceeds of Crime Act 2002 (POCA), Criminal Finances Act 2017, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs 2017) and Terrorism Act 2000 (TA 2000), as updated and amended; or (iii) any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU member states that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.
- Unless Customer notifies Avalara to the contrary in writing, Customer represents and warrants that none of the Customer Affiliated Parties is a Politically Exposed Person (“PEP”) as defined by the Financial Action Task Force and which definition is located in the document available at https://www.fatf-gafi.org/documents/documents/peps-r12-r22.html.
- Customer represents and warrants that none of the Customer Affiliated Parties is under sanction, prohibition, or restriction from Filing Jurisdiction(s), the United Nations, the EU, any EU member state, the United Kingdom, Canada, or the United States.
- Customer represents and warrants that all information and documentation provided to Avalara under these Fiscal Representation for Insurance Terms, including in relation to Payment Services and to fulfil its obligations under Section 5, are true, correct and complete.
- Customer’s representations and warranties in this Section 6 are deemed to be made continuously throughout the Term, and Customer will immediately provide written notice in reasonable detail to Avalara at any time that such statement ceases to be true, correct, or complete during the Term.
- Termination and Suspension.
- Avalara may suspend Fiscal Representation for Insurance activities on behalf of Customer at any time if Customer has not fully paid its IPT Obligations or performed its other obligations under the Agreement, or while any Customer action or provision of information is outstanding after the relevant deadline, or if Avalara has reasonable grounds to believe that Customer will not be able to comply with its obligations under the Agreement. If Avalara invokes such right to suspend operations or activities, Avalara will notify Customer accordingly and may also notify affected third parties.
- In addition to its termination rights under the Terms, the MR Terms and elsewhere in these Fiscal Representation for Insurance Terms, Avalara may, at its option and on notice to Customer, terminate the Agreement and Customer’s use of Fiscal Representation for Insurance for Filing Jurisdiction(s):
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors or (e) in the event of a Change of Control over Customer.
- If Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- If Customer has violated any Applicable Laws, including in Filing Jurisdiction(s), prior to or during the Term;
- If Customer breaches the Agreement (including these Fiscal Representation for Insurance Terms), including by failing to timely provide required information or fund IPT Obligations or other payments;
- If Customers uses Fiscal Representation for Insurance in a manner that threatens the reputation or wellbeing of Avalara or its Affiliates or the integrity of Fiscal Representation for Insurance, or that impairs the use of Fiscal Representation for Insurance by other Avalara customers;
- If the power of attorney granted by Customer to Avalara or any Affiliate of Avalara terminates, or any appointment of Avalara or any Affiliate of Avalara is terminated for any reason; or
- If Managed Reports for Insurance for one or more Filing Jurisdictions, or any other Services or contractual relationship between Avalara and Customer, terminates for any reason.
- The Fiscal Representation for Insurance termination date will be the earlier date on which either Customer’s access to Fiscal Representation for Insurance is terminated or the date on which the appropriate form(s) to terminate Avalara or any of its Affiliates as Customer’s fiscal representative in Filing Jurisdiction(s) is/are filed with the respective tax authorities. Termination of Fiscal Representation for Insurance will automatically lead to termination of any appointment or any power of attorney granted under these Fiscal Representation for Insurance Terms.
- Upon any termination by Avalara under Section 7 (b), Avalara will not refund any amount of fees to Customer. Avalara expressly disclaims liability for any damages Customer incurs related to such termination. In the event of such termination Avalara may terminate Customer’s use of any other product or service offered by Avalara or any Affiliate immediately upon written notice.
- If required under any Applicable Laws or requested by Avalara, Customer will appoint another fiscal representative that assumes Avalara’s obligations under these Fiscal Representation for Insurance Terms immediately following termination of Customer’s subscription for Fiscal Representation for Insurance, or at any other time specified by Avalara in its discretion. During any period in which Customer fails to comply with this obligation, Customer shall continue to comply with its obligations towards Avalara and will be liable for all resulting Losses (as defined below).
- Following any termination, Customer remains subject to all obligations and liabilities, including IPT Obligations and other payment obligations and information requirements, arising out of or related to Fiscal Representation for Insurance prior to termination.
- Fees.
- Invoices or other Order Documents specifying fees may be issued and sent to Customer by Avalara or an Avalara Affiliate or on behalf of Avalara or its Affiliates by Third-Party PSP or another service provider. If Avalara determines that Customer fails or may fail to meet any of its obligations under the Agreement, Avalara may offset those obligations against any refunds from any tax authorities in Filing Jurisdiction(s) of whatever nature accruing to Customer in order to meet those obligations.
- Customer authorizes Third-Party PSP to collect subscription fees and pay such amounts to Avalara or its Affiliate, provided that Customer may also pay such amounts to Avalara or its Affiliate directly. Any subscription fees collected by Third-Party PSP may be deducted from amounts that Third-Party PSP holds on behalf of Customer. If Customer is required to report transactions or inventory transfers that occurred prior to Customer’s appointment of Avalara under these Fiscal Representation for Insurance Terms, these back filing services will be considered an ancillary Service.
- Limitations of Liability.
The Customer’s attention is particularly drawn to this Section.- Fiscal Representation for Insurance is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in these Fiscal Representation for Insurance Terms. To the fullest extent permitted by Applicable Laws and except as otherwise set out in these Fiscal Representation for Insurance Terms, Avalara disclaims all warranties, terms and conditions express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations, warranties, terms or conditions that (a) any governmental information (including without limitation information regarding Tax rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service, is accurate, complete, current, or applicable to Customer or its business.
- Nothing in the Agreement shall be construed as limiting either Party’s liability for death or personal injury caused by negligence, for fraud or for fraudulent misrepresentation or any other liability which cannot be excluded or limited by Applicable Laws.
- Subject to Section 9(a), 9(b), and 9(d), Avalara’s total liability to the Customer in respect of any and all claims arising out of or in connection with the Agreement, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise, shall not in any case exceed an amount equivalent to the fees paid or payable by Customer in relation to Fiscal Representation for Insurance during the twelve-month period immediately preceding the events giving rise to the claims.
- Except as otherwise stated in Section 9(b), Avalara shall not be liable to Customer or any third party, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise for any:
- incidental, indirect, consequential, punitive, special or exemplary damages;
- loss of profits, loss revenue, loss or damage to goodwill, wasted expenditure or loss or corruption of data;
- late or missed filings resulting from Customer’s failure to provide any required information or timely approval of a return, for the timing or rejection of any opting letter seeking to waive the distance selling threshold, or for late or missed IPT Obligation or other payment owed by Customer; and
- claim in respect of which the Customer has not issued legal proceedings within two years of the events giving rise to the claim occurring.
- Indemnification; Liability of Customer.
- Under Applicable Law of Filing Jurisdiction(s), Avalara and Customer may have joint and several liability to the tax authority(ies) of Filing Jurisdiction(s) for Customer’s fulfilment of IPT Obligations. If Avalara incurs any liability, or is compelled to pay any amount related to Customer’s actions, omissions, or obligations, Customer shall indemnify and hold harmless, and at Avalara’s option shall defend, Avalara, each of its Affiliates, and each of its and their officers, directors, owners, employees, representatives and agents (each, an “Avalara Indemnitee”) from and against any liability, loss, settlement payment (including any settlement an Avalara Indemnitee agrees to pay), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges (“Losses”) incurred by, or pending or threatened against, any Avalara Indemnitee that arise out or relate to any (i) any IPT Obligations, or (ii) any third-party claim or action arising out of or related to Customer’s actions or omissions or the provision of Fiscal Representation for Insurance to Customer under these Fiscal Representation for Insurance Terms (including any claims or actions in connection with Avalara’s termination of Customer under these Fiscal Representation for Insurance Terms), except to the extent such claim or action results directly from the gross negligence or intentional misconduct of Avalara, or (iii) breach of any of Customer’s representations or warranties, or any failure or omission of Customer to meet or perform any of its covenants, undertakings or obligations pursuant to the Fiscal Representation for Insurance Terms or to Fiscal Representation for Insurance, including without limitation the payment of any IPT obligation or other liability hereunder or the provision of accurate tax identification numbers and correct documents, information and data.
- If any Avalara Indemnitee incurs any liability in connection with the IPT Obligations or Customer’s actions or omissions under the Agreement, that Avalara Indemnitee shall have full recourse against Customer and all other rights available at law and in equity to recover such liability. In order to secure the payment of any amount that is may be due from Customer to any Avalara Indemnitee under the Agreement or otherwise, Avalara has a right of retention and set- off, and a right of pledge over, all moneys and other items of value that Avalara or Third-Party PSP may hold on behalf of Customer, or that may be due from Avalara to Customer under the Agreement or under any other current or future arrangement Customer may enter into with Avalara or any of its Affiliates.
- Governing Law; Jurisdiction and Venue. The Agreement and all matters in connection with the Agreement are governed by the laws of England and Wales. Each Party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Agreement or their subject matter or formation.
- General.
- By using Fiscal Representation for Insurance or sending electronic messages to Avalara, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about Fiscal Representation for Insurance or third-party products or services and will do so in accordance with its then-current privacy policy. By registering for Fiscal Representation, sending Avalara an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically.
- In the event of any contrary or inconsistent terms between the MR Terms and the Fiscal Representation for Insurance Terms, the Fiscal Representation for Insurance Terms will control with respect to the provision of Fiscal Representation for Insurance.
- Any reference in these Fiscal Representation for Insurance Terms to the “discretion” of Avalara means the “sole and absolute discretion” of Avalara.
- Customer may not assign these Fiscal Representation for Insurance Terms without the prior written consent of Avalara. Avalara may assign all or any part of these Fiscal Representation for Insurance Terms to any other party upon notice to Customer.
- No third party, other than an Avalara Indemnitee, may enforce any term of this Agreement. The rights of the parties to terminate or modify this Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Deviations from the Terms. The following provisions of the Terms do not apply to Fiscal Representation for Insurance or with respect to these Fiscal Representation for Insurance Terms: Section 2(c) (i), (ii) and (iii) (Avalara’s Responsibilities); Section 2(e) (Customer Affiliates); Section 5 (Service Suspension and Disputes); Section 6(e) (Termination for Breach or Cause); Section 9(b) and (c) (Avalara’s Warranties; Disclaimer of Implied Warranties); Section 10 (Indemnification); Section 11 (Modifications); Section 12 (a), (b) and (c) (Exclusion of Certain Claims; Limitation of Liability; Limitation of Claims); Section 13(f) (Governing Law; Jurisdiction and Venue); Section 13(h) (Force Majeure); and Section 13(j) (Successors and Assigns).
IOSS Intermediary
Effective November 1, 2023
DownloadTable of Contents
These Avalara IOSS Intermediary Service-Specific Supplemental Terms (“IOSS Intermediary Terms”) govern Customer’s use of Avalara IOSS Intermediary. These IOSS Intermediary Terms are in addition to and incorporate by reference (i) the Avalara Service Terms and Conditions located at www.avalara.com/terms (the “Terms”) and (ii) the Managed VAT Reporting Service-Specific Supplemental Terms located at https://www.avalara.com/mvr-terms.html (the “MVR Terms”).
Any capitalized terms used and not defined in these IOSS Intermediary Terms have the meaning given in the Terms or the MVR Terms. With respect to Avalara IOSS Intermediary, any references in the Agreement to “Avalara, Inc.” or “Avalara” will be deemed to be to “Avalara Europe Ltd.,” an Affiliate of Avalara, Inc.
The following appendix constitutes part of these IOSS Intermediary Terms: Appendix A – Information and Documents Required Per Transaction
- Definitions.
- “Avalara IOSS Intermediary” means the Service as defined in Article 369l of Directive 2006/112/EC whereby Avalara or its Affiliate established in the EU is appointed by Customer carrying out distance sales of goods imported into the EU from third territories or third countries as the person liable for payment of the VAT and to fulfil the obligations laid down in this special scheme in the name and on behalf of Customer.
- "Change of Control" means, in respect of any corporate body, any change in the entity or entities having control of that corporate body, including the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement;
- “EU” means the European Union.
- “IOSS” means the special ‘Import One-Stop Shop’ scheme for distance sales of goods imported from third territories or third countries set out in Section 4 of Chapter 6 of Title XII of Directive 2006/112/EC, defined as an import scheme in Article 57a of Implementing Regulation (EU) No 282/2011.
- “IOSS Transactions” means the transactions within the scope of Section 4 of Chapter 6 of Title XII of Directive 2006/112/EC.
- “Payment Services” means, (i) within the EU, any service relating to payment services, including those services that may be regulated in accordance with Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, (ii) within the UK, the services listed at Part 1 of Schedule 1 of the Payment Services Regulations 2017, the provision of which would require authorisation or registration under the Payment Services Regulations 2017 in the UK; and (iii) outside the EU, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.
- “Tax Authority” means a government agency with official responsibility for collecting taxes including under the IOSS scheme, as selected by Avalara.
- “VAT” means such value added tax as levied in accordance with Directive 2006/112/EC, and any local implementing VAT legislation in any of the EU member states.
- “VAT Obligations” mean payments or other obligations related to VAT, penalties and interest on VAT payments that are overdue for any reason, and similar obligations or liabilities relating to IOSS Transactions.
- Avalara IOSS Intermediary.
- Appointment as IOSS intermediary. Customer appoints Avalara as Customer’s exclusive IOSS intermediary solely to assist Customer with its VAT compliance obligations for IOSS Transactions.
- Affiliate Use of Avalara IOSS Intermediary. Customer is not permitted to access Avalara IOSS Intermediary on behalf of its Affiliate unless such Affiliate separately agrees to be bound by the IOSS Intermediary Terms and Avalara separately agrees to provide Avalara IOSS Intermediary to such Affiliate.
- Managed VAT Reporting. Avalara will provide Avalara IOSS Intermediary to Customer only in the event that Customer has subscribed to Managed VAT Reporting. Provision of Managed VAT Reporting and payment of the applicable fees are governed by the MVR Terms located at https://www.avalara.com/mvr-terms.html.
- Avalara Obligations. Avalara may provide Avalara IOSS Intermediary as follows:
- acting on behalf of Customer in respect of VAT Obligations ensuing from applicable VAT laws;
- completing and processing supporting documents, including documents related to termination of Avalara IOSS Intermediary as applicable;
- assisting Customer to comply with local VAT requirements related to an IOSS intermediary as Avalara determines to be appropriate; and
- facilitating the provision of Payment Services by a duly licensed third-party payment service provider (“Third-Party PSP”) to collect and remit VAT Obligations due by Customer to Tax Authority. Payment Services are further detailed in Section 3.
- Payments.
- In the event that Avalara elects to use Third-Party PSP, Payment Services will be provided in accordance with Applicable Laws by Third-Party PSP, duly licensed in the relevant jurisdiction(s). Third-Party PSP may require Customer to enter into a separate agreement for the provision of Payment Services.
- Customer shall pay VAT Obligations to Third-Party PSP, Avalara, or Tax Authority in accordance with Avalara’s instructions.
- Avalara, in its sole discretion, may direct Customer to apply overpayments to its future VAT Obligations. Any amounts of underpayments will be immediately due and payable by Customer and shall be paid to Third-Party PSP, Avalara, or Tax Authority, as directed by Avalara.
- In connection with collection and remittance activities through Third-Party PSP or Avalara, Customer shall adhere and be subject to the following processes and requirements:
- Customer will receive instructions from Avalara or Third-Party PSP stating the amount of Customer’s VAT Obligations and the date due to Avalara or Third-Party PSP to ensure timely payment;
- Customer will timely fund the VAT Obligations in the currency instructed by Avalara by way of a credit transfer to Avalara or Third-Party PSP’s account, on or before the due date;
- If Avalara directs Customer to fund Third-Party PSP account, Third-Party PSP will confirm to Avalara that the designated account contains an amount equal to the amount specified in Avalara’s instruction to Customer described under Section 3(d)(i); and
- Subject to applicable payment requirements and payment processes, Avalara or Third-Party PSP will process the VAT Obligations by (i) transferring the VAT Obligations to Tax Authority bank account, or (ii) arranging for the direct debit of this amount by Tax Authority.
- If and to the extent available and/or applicable in the relevant jurisdiction(s), Customer expressly authorizes Avalara to act as a commercial agent within the meaning of Directive (EU) 2015/2366 (Payment Services Directive 2) in respect of the provision of Payment Services thereby authorizing Avalara to negotiate or conclude the sale or purchase of goods or services on behalf of Customer acting as the payer in the relevant payment transactions.
- Avalara’s Rights.
- Avalara will select Tax Authority in which Customer will be registered for IOSS and from which to administer Customer's IOSS requirements. Avalara may engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these IOSS Intermediary Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these IOSS Intermediary Terms when such Affiliate is acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Avalara IOSS Intermediary obligations.
- Avalara may, in its discretion, impose rules or limits for, or change, suspend, or discontinue any aspect of Avalara IOSS Intermediary at any time.
- If Avalara identifies any questions or ambiguities related to the application of VAT to Customer’s activities, Avalara may apply the VAT rates Avalara determines to be appropriate in the filing of a VAT return or amendment of a VAT return previously filed.
- Avalara may consult or negotiate with Tax Authority concerning tax levies or other costs and matters arising under the Agreement. Avalara will charge for such consultation and negotiation services at its then-standard hourly rates. Avalara shall, after consultation with Customer, be entitled to engage third parties to handle claims and negotiations with Tax Authority, all of which will be at the additional expense and risk of Customer.
- Avalara may modify these IOSS Intermediary Terms at any time upon 30 days’ prior written notice. Avalara may change or modify these IOSS Intermediary Terms at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to Avalara IOSS Intermediary (where this does not materially adversely affect Customer’s use of Avalara IOSS Intermediary); or (c) to restrict products or activities Avalara deems unsafe or inappropriate. Customer’s continued use of Avalara IOSS Intermediary after the effective date of any change to the IOSS Intermediary Terms will constitute Customer’s acceptance of that change. If changes are unacceptable to Customer, Customer shall cease using Avalara IOSS Intermediary and may terminate the IOSS Intermediary Terms by providing written notice to Avalara at any time prior to the effective date of change.
- Avalara will select Tax Authority in which Customer will be registered for IOSS and from which to administer Customer's IOSS requirements. Avalara may engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these IOSS Intermediary Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these IOSS Intermediary Terms when such Affiliate is acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Avalara IOSS Intermediary obligations.
- Customer’s Obligations.
- Customer will keep its IOSS VAT identification number confidential and secure at all times and will not share it with any other party other than with its customs agent and with Avalara for the duration of the Avalara IOSS Intermediary appointment. Customer will ensure that its IOSS VAT identification number is used solely for Customer’s transactions. Customer is responsible for the correct customs declarations, labelling of consignments, and any other customs requirements falling under IOSS. Customer shall not falsely declare the value of consignments with intrinsic value above EUR 150.
- Customer is prohibited from conducting any activities in EU that may give rise to any VAT Obligations that are not reported to Avalara, or that may give rise to any other form of tax representation not agreed to by Avalara. If, at any time during the Term Customer becomes aware of any such prohibited activities that may require another form of tax representation, Customer shall immediately notify Avalara in writing. Further, Customer shall ensure, that its systems are properly configured to ensure that all VAT Obligations in the EU are managed correctly through Avalara IOSS Intermediary, and it is solely Customer’s obligation to do so.
- Under these IOSS Intermediary Terms and as between the Parties, Customer is solely liable and responsible for, and shall timely remit funds for, all of its VAT Obligations. This includes the timely and correct remittance of any VAT Obligations due, including any penalties and interest incurred in relation to any late VAT filing, payment or otherwise.
- Promptly upon Avalara’s request, Customer shall provide Avalara with (a) proof of funding for any applicable VAT Obligation or other obligation, including for the period after termination of these IOSS Intermediary Terms during which Tax Authority may impose tax assessments retroactively; or (b) security for Customer’s VAT Obligations, or for any other payment obligations to Avalara, Third-Party PSP or Tax Authority, or any third party arising under these IOSS Intermediary Terms. Avalara will determine the form and amount of security necessary in its discretion and may require security to be made in the form of one or more payments made to Third-Party PSP or to Avalara pursuant to Section 3(d)(i), or a first demand bank guarantee, in form and in amounts Avalara determines to be appropriate in its discretion. If requested by Avalara, Customer shall provide Avalara with such additional security as Avalara deems appropriate in its discretion, taking into account Avalara’s potential liabilities.
- Customer shall (i) ensure its invoices are compliant with the EU VAT Directive 2006/112/EC, as amended from time to time, (ii) provide VAT-compliant invoices to Avalara promptly upon request, and (iii) follow all compliance-related requirements specified by Avalara. Customer shall provide Avalara information, in the format and manner specified by Avalara, for all transactions giving rise to VAT Obligations, as required under relevant VAT regulations and in accordance with Appendix A, and in response to all other requests Avalara determines to be appropriate in connection with Avalara IOSS Intermediary. Customer shall respond promptly, and no later than 7 days from the date of the request, to all information requests from Avalara related to Avalara IOSS Intermediary.
- If Customer fails under these IOSS Intermediary Terms to (i) pay Customer’s VAT Obligations to Avalara or Third-Party PSP in whole or in part, or (ii) timely provide to Avalara the information or documentation required by Avalara to determine Customer’s VAT Obligations, Avalara may take such action as it deems appropriate with respect to Customer’s local VAT requirements, including reporting no VAT Obligations for a period (filing a “nil return”) or filing additional or supplementary VAT returns. Any such activities Avalara undertakes, and any related VAT Obligations that arise, will be at Customer’s expense and risk.
- Prior to acceptance of these IOSS Intermediary Terms and at all times thereafter upon request, Customer shall provide all information requested by Avalara (or, if applicable, a third-party subcontractor engaged by Avalara for this purpose (a “Screener”)) regarding Customer’s legal existence, equity owners and other affiliated persons, and otherwise related to its operations or circumstances, to conduct “know your customer,” anti-money laundering, customer suitability, tax information exchange requirements or related checks or inquiries based on Avalara’s legal and regulatory obligations or commercial considerations (“Background Screen”). Customer expressly authorizes all such activities and shall provide additional information and otherwise cooperate with Avalara or the Screener in connection with the Background Screen. If Customer provides any information related to its Background Screen directly to the Screener, Customer expressly authorizes Avalara to receive, obtain copies of, transmit to its Affiliates and third parties for processing, and use such information and data from the Screener and any analyses, conclusions or assessments made by the Screener in connection with such Background Screen as Avalara determines to be appropriate. Avalara may, in its discretion, elect not to provide Customer with, or terminate, Avalara IOSS Intermediary and related Services due to the results of the Background Screen or Customer’s failure to timely provide the information requested by Avalara or the Screener for the Background Screen; provided that if Avalara elects not to provide or terminates Avalara IOSS Intermediary under this Section 5(g), Avalara will not refund any prepaid unused fees related to Avalara IOSS Intermediary. Avalara may elect to co-ordinate IOSS intermediary to Customer through one or more third party IOSS intermediaries under such third party’s terms, and different fees and expenses may apply.
- At any time, in Avalara’s discretion and in accordance with Applicable Laws, and without notice to Customer, Avalara may report any information related to Customer’s use of Avalara IOSS Intermediary or its Background Screen process (including Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit, in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Customer will keep its IOSS VAT identification number confidential and secure at all times and will not share it with any other party other than with its customs agent and with Avalara for the duration of the Avalara IOSS Intermediary appointment. Customer will ensure that its IOSS VAT identification number is used solely for Customer’s transactions. Customer is responsible for the correct customs declarations, labelling of consignments, and any other customs requirements falling under IOSS. Customer shall not falsely declare the value of consignments with intrinsic value above EUR 150.
- Customer’s Representations and Warranties.
- Customer represents and warrants that none of Customer, any of its Affiliates, nor any of their respective officers, directors, owners, employees, representatives or agents (the “Customer Affiliated Parties”) is or has engaged in, or been charged with, indicted for, or convicted of, any “criminal activity”. For the purposes of this Section 6(a), “criminal activity” includes any activity that meets the definition set out (i) within the EU, in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law; (ii) within the UK, in the Proceeds of Crime Act 2002 (POCA), Criminal Finances Act 2017, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs 2017) and Terrorism Act 2000 (TA 2000), as updated and amended; or (iii). Subject to this definition, for these purposes, “criminal activity” generally means any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU member states that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.
- Customer represents and warrants that it is not (i) registered for VAT purposes under IOSS with another IOSS intermediary or in the process of doing so, unless such establishment or registration is agreed to in writing by Avalara. Customer will take all actions requested by Avalara to transition any prior IOSS registrations to Avalara in order for Avalara to provide Avalara IOSS Intermediary. Unless Customer separately has notified Avalara to the contrary in writing prior to entering into these IOSS Intermediary Terms, Customer represents and warrants that it has no outstanding tax liability in the EU.
- Unless Customer notifies Avalara to the contrary in writing, Customer represents and warrants that none of the Customer Affiliated Parties is a Politically Exposed Person (“PEP”) as defined by the Financial Action Task Force and which definition is located in the document available at https://www.fatf-gafi.org/documents/documents/peps-r12-r22.html. Customer represents and warrants that none of the Customer Affiliated Parties is under sanction, prohibition, or restriction from the United Nations, the EU, any EU member state, the United Kingdom, Canada, or the United States.
- Customer represents and warrants that all information and documentation provided to Avalara under these IOSS Intermediary Terms, including in relation to Payment Services and to fulfil its obligations under Section 5, are true, correct and complete.
- Customer’s representations and warranties in this Section 6 are deemed to be made continuously throughout the Term, and Customer will immediately provide written notice in reasonable detail to Avalara at any time that such statement ceases to be true, correct, or complete during the Term.
- Termination and Suspension.
- Avalara may suspend Avalara IOSS Intermediary activities on behalf of Customer at any time if Customer has not fully paid its VAT Obligations or performed its other obligations under the Agreement, or while any Customer action or provision of information is outstanding after the relevant deadline, or if Avalara has reasonable grounds to believe that Customer will not be able to comply with its obligations under the Agreement. If Avalara invokes such right to suspend operations or activities, Avalara will notify Customer accordingly and may also notify affected third parties.
- In addition to its termination rights under the Terms, the MVR Terms and elsewhere in these IOSS Intermediary Terms, Avalara may, at its option and on notice to the Customer, terminate the Agreement and/or Customer’s use of Avalara IOSS Intermediary:
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver or administrator for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors; or (e) in the event of a Change of Control over Customer;
- If Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- Customer has violated any Applicable Laws, prior to or during the Term;
- Customer breaches the Agreement (including these IOSS Intermediary Terms), including by failing to timely provide required information or fund VAT Obligations or other payments;
- Customers uses Avalara IOSS Intermediary in a manner that threatens the reputation or wellbeing of Avalara or its Affiliates or the integrity of Avalara IOSS Intermediary, or that impairs the use of Avalara IOSS Intermediary by other Avalara customers;
- if a power of attorney granted by Customer to Avalara or any Affiliate of Avalara terminates, or any appointment of Avalara or any Affiliate of Avalara is terminated for any reason; or
- if Managed VAT Reporting or any other Services or contractual relationship between Avalara and Customer, terminates for any reason.
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver or administrator for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors; or (e) in the event of a Change of Control over Customer;
- The Avalara IOSS Intermediary termination date will be the earlier date on which either Customer’s access to Avalara IOSS Intermediary is terminated or the date on which the appropriate form(s) to terminate Avalara or any of its Affiliates as Customer’s IOSS intermediary is filed with Tax Authority. Termination of Avalara IOSS Intermediary will automatically lead to termination of any appointment or any power of attorney granted under these IOSS Intermediary Terms.
- Upon any termination by Avalara under Section 7(b), Avalara will not refund any amount of fees to Customer. Avalara expressly disclaims liability for any damages Customer incurs related to such termination. In the event of such termination Avalara may terminate Customer’s use of any other product or service offered by Avalara or any Affiliate immediately upon written notice
- If required under any Applicable Laws or requested by Avalara, Customer will appoint another IOSS intermediary that assumes Avalara’s obligations under these IOSS Intermediary Terms immediately following termination of Customer’s subscription for Avalara IOSS Intermediary or at any other time specified by Avalara in its discretion. During any period in which Customer fails to comply with this obligation, Customer shall continue to comply with its obligations towards Avalara and will be liable for all resulting Losses (as defined below).
- Following any termination, Customer remains subject to all obligations and liabilities, including VAT Obligations and other payment obligations and information requirements, arising out of or related to Avalara IOSS Intermediary prior to termination.
- Fees.
- Invoices or other Order Documents specifying fees may be issued and sent to Customer by Avalara or an Avalara Affiliate or on behalf of Avalara or its Affiliate by Third-Party PSP or another service provider.
- Customer authorizes Third-Party PSP to collect subscription fees and pay such amounts to Avalara or its Affiliate, provided that Customer may also pay such amounts to Avalara or its Affiliate directly. Any subscription fees collected by Third-Party PSP may be deducted from amounts that Third-Party PSP holds on behalf of Customer. If Customer is required to report transactions that occurred prior to Customer’s appointment of Avalara under these IOSS Intermediary Terms, these back filing services will be considered an ancillary Service.
- Limitations of Liability.
The Customer’s attention is particularly drawn to this Section.- Avalara IOSS Intermediary is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in these IOSS Intermediary Terms. To the fullest extent permitted by Applicable Laws and except as otherwise set out in these IOSS Intermediary Terms, Avalara disclaims all warranties, terms and conditions express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations, warranties, terms or conditions that (a) any governmental information (including without limitation information regarding VAT rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service, is accurate, complete, current, or applicable to Customer or its business.
- Nothing in the Agreement shall be construed as limiting either Party’s liability for death or personal injury caused by negligence, for fraud or for fraudulent misrepresentation or any other liability which cannot be excluded or limited by Applicable Laws.
- Subject to Section 9(a), 9(b), and 9(d), Avalara’s total liability to the Customer in respect of any and all claims arising out of or in connection with the Agreement, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise, shall not in any case exceed an amount equivalent to the fees paid or payable by Customer in relation to Avalara IOSS Intermediary during the twelve-month period immediately preceding the events giving rise to the claims.
- Save as otherwise stated in Section 9(b), Avalara shall not be liable to Customer or any third party, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise for any:
- incidental, indirect, consequential, punitive, special or exemplary damages;
- loss of profits, loss revenue, loss or damage to goodwill, wasted expenditure or loss or corruption of data;
- late or missed filings resulting from Customer’s failure to provide any required information or timely approval of a return, for the timing or rejection of any opting letter seeking to waive the distance selling threshold, or for late or missed VAT obligation or other payment owed by Customer; and
- claim in respect of which the Customer has not issued legal proceedings within two years of the events giving rise to the claim occurring.
- incidental, indirect, consequential, punitive, special or exemplary damages;
- Indemnification; Liability of Customer.
- Under Applicable Law, Avalara and Customer may have joint and several liability for Customer’s fulfillment of VAT Obligations. If Avalara incurs any liability for VAT Obligations, or is compelled to pay any amount related to Customer’s actions, omissions, or obligations, Customer shall indemnify and hold harmless, and at Avalara’s option shall defend, Avalara, each of its Affiliates, and each of its and their officers, directors, owners, employees, representatives and agents (each, an “Avalara Indemnitee”) from and against any liability, loss, settlement payment (including any settlement an Avalara Indemnitee agrees to pay), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges (“Losses”) incurred by, or pending or threatened against, any Avalara Indemnitee that arise out or relate to any (i) any VAT Obligations, or (ii) any third-party claim or action arising out of or related to Customer’s actions or omissions or the provision of Avalara IOSS Intermediary to Customer (including any claims or actions in connection with Avalara’s termination of Customer under these IOSS Intermediary Terms), except to the extent such claim or action results directly from the gross negligence or intentional misconduct of Avalara, or (iii) breach of any of Customer’s representations or warranties, or any failure or omission of Customer to meet or perform any of its covenants, undertakings or obligations pursuant to the IOSS Intermediary Terms, including without limitation the payment of any VAT Obligation or other liability hereunder or the provision of accurate VAT identification numbers and correct documents, information and data.
- If any Avalara Indemnitee incurs any liability in connection with the VAT Obligations or Customer’s actions or omissions under the Agreement, that Avalara Indemnitee shall have full recourse against Customer and all other rights available at law and in equity to recover such liability. In order to secure the payment of any amount that is may be due from Customer to any Avalara Indemnitee under the Agreement or otherwise, Avalara has a right of retention and set-off, and a right of pledge over, all moneys and other items of value that Avalara or Third-Party PSP may hold on behalf of Customer, or that may be due from Avalara to Customer under the Agreement or under any other current or future arrangement Customer may enter into with Avalara or any of its Affiliates.
- Governing Law; Arbitration. The governing law of the Agreement will be the substantive law of England and Wales. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators will be one. The seat, or legal place, of arbitration will be London. The language to be used in the arbitral proceedings will be English.
- General.
- By using Avalara IOSS Intermediary or sending electronic messages to Avalara, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about Avalara IOSS Intermediary or third-party products or services and will do so in accordance with its then-current privacy policy. By registering for Avalara IOSS Intermediary, sending Avalara an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically.
- In the event of any contrary or inconsistent terms between the MVR Terms and the IOSS Intermediary Terms, the IOSS Intermediary Terms will control with respect to the provision of Avalara IOSS Intermediary.
- Any reference in these IOSS Intermediary Terms to the “discretion” of Avalara means the “sole and absolute discretion” of Avalara.
- Customer may not assign these IOSS Intermediary Terms without the prior written consent of Avalara. Avalara may assign all or any part of these IOSS Intermediary Terms to any other party upon notice to Customer.
- No third party, other than an Avalara Indemnitee, may enforce any term of this Agreement. The rights of the parties to terminate or modify this Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Deviations from the Terms. The following provisions of the Terms do not apply to Avalara IOSS Intermediary or with respect to these IOSS Intermediary Terms: Section 2(c) (i), (ii) and (iii) (Avalara’s Responsibilities); Section 2(e) (Customer Affiliates); Section 5 (Service Suspension and Disputes); Section 6(e) (Termination for Breach or Cause); Section 9(b) and (c) (Avalara’s Warranties; Disclaimer of Implied Warranties); Section 10 (Indemnification); Section 11 (Modifications); Section 12 (a), (b) and (c) (Exclusion of Certain Claims; Limitation of Liability; Limitation of Claims); Section 13(f) (Governing Law; Jurisdiction and Venue); Section 13(h) (Force Majeure); and Section 13(j) (Successors and Assigns).
APPENDIX A
INFORMATION AND DOCUMENTS REQUIRED PER TRANSACTION
An authorization to act as IOSS intermediary may only be granted by local authorities if certain conditions are fulfilled. One of these conditions is that the IOSS intermediary keeps efficient and well-organized records. These must clearly and convincingly demonstrate to the Tax Authority and any other applicable EU member state that VAT legislation and VAT regulations have been applied correctly. In many cases Avalara may not have the required documents, information and data at its disposal, but nevertheless shares responsibility to local tax authorities with respect to this information. Customer therefore must provide these in the manner and format specified by Avalara no later than 7 days after expiry of the VAT return period. After termination of Avalara IOSS Intermediary, Customer shall continue to have the obligation, pursuant to Section 7, to cooperate in every way and, if so required, to provide all documents, information, and data concerning the activities carried out under these IOSS Intermediary Terms for 10 years following the end of the year in which the supply was carried out, as required by Article 63c of Council Implementing Regulation (EU) No 2019/2026. Such records should be made available electronically upon the request of EU member states and may be submitted to the EU member states concerned using a standard form.
The following information, at a minimum, is required:
GENERAL
Description of any transactions for which Avalara is to act as IOSS intermediary for Customer pursuant to these IOSS Intermediary Terms.
REQUIRED DOCUMENTS, INFORMATION AND DATA PER TRANSACTION CARRIED OUT BY CUSTOMER:
- all documents, information and data required for customs clearance;
- all customs declarations of goods imported or to be imported;
- VAT invoice (if issued) or the commercial invoice accompanying the goods for customs clearance;
- all specific data referred to in column H7 of Annex B to Delegated Regulation (EU) 2015/2446; and
- such other information as may be requested by Avalara.
Effective October 28, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after January 1, 2023.
Table of Contents
Last updated January 1, 2023
These Avalara IOSS Intermediary Product-Specific Supplemental Terms (“IOSS Intermediary Terms”) govern Customer’s use of Avalara IOSS Intermediary. These IOSS Intermediary Terms are in addition to and incorporate by reference (i) the Avalara Service Terms and Conditions located at www.avalara.com/terms/ (the “Terms”) and (ii) the Managed VAT Reporting Product-Specific Supplemental Terms located at https://www.avalara.com/mvr-terms.html (the “MVR Terms”).
Any capitalized terms used and not defined in these IOSS Intermediary Terms have the meaning given in the Terms or the MVR Terms. With respect to Avalara IOSS Intermediary, any references in the Agreement to “Avalara, Inc.” or “Avalara” will be deemed to be to “Avalara Europe Ltd.,” an Affiliate of Avalara, Inc.
The following appendix constitutes part of these IOSS Intermediary Terms: Appendix A – Information and Documents Required Per Transaction
- Definitions.
- “Avalara IOSS Intermediary” means the Service as defined in Article 369l of Directive 2006/112/EC whereby Avalara or its Affiliate established in the EU is appointed by Customer carrying out distance sales of goods imported into the EU from third territories or third countries as the person liable for payment of the VAT and to fulfil the obligations laid down in this special scheme in the name and on behalf of Customer.
- "Change of Control" means, in respect of any corporate body, any change in the entity or entities having control of that corporate body, including the ability to control or direct, directly or indirectly, the board, executive body, decision making process or management of an entity by virtue of ownership, right of appointment, right to control election or appointment, voting rights, the ability to control the exercise of voting rights, management agreement or any other agreement;
- “EU” means the European Union.
- “IOSS” means the special ‘Import One-Stop Shop’ scheme for distance sales of goods imported from third territories or third countries set out in Section 4 of Chapter 6 of Title XII of Directive 2006/112/EC, defined as an import scheme in Article 57a of Implementing Regulation (EU) No 282/2011.
- “IOSS Transactions” means the transactions within the scope of Section 4 of Chapter 6 of Title XII of Directive 2006/112/EC.
- “Payment Services” means, (i) within the EU, any service relating to payment services, including those services that may be regulated in accordance with Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, (ii) within the UK, the services listed at Part 1 of Schedule 1 of the Payment Services Regulations 2017, the provision of which would require authorisation or registration under the Payment Services Regulations 2017 in the UK; and (iii) outside the EU, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.
- “Tax Authority” means a government agency with official responsibility for collecting taxes including under the IOSS scheme, as selected by Avalara.
- “VAT” means such value added tax as levied in accordance with Directive 2006/112/EC, and any local implementing VAT legislation in any of the EU member states.
- “VAT Obligations” mean payments or other obligations related to VAT, penalties and interest on VAT payments that are overdue for any reason, and similar obligations or liabilities relating to IOSS Transactions.
- Avalara IOSS Intermediary.
- Appointment as IOSS intermediary. Customer appoints Avalara as Customer’s exclusive IOSS intermediary solely to assist Customer with its VAT compliance obligations for IOSS Transactions.
- Affiliate Use of Avalara IOSS Intermediary. Customer is not permitted to access Avalara IOSS Intermediary on behalf of its Affiliate unless such Affiliate separately agrees to be bound by the IOSS Intermediary Terms and Avalara separately agrees to provide Avalara IOSS Intermediary to such Affiliate.
- Managed VAT Reporting. Avalara will provide Avalara IOSS Intermediary to Customer only in the event that Customer has subscribed to Managed VAT Reporting. Provision of Managed VAT Reporting and payment of the applicable fees are governed by the MVR Terms located at https://www.avalara.com/mvr-terms.html.
- Avalara Obligations. Avalara may provide Avalara IOSS Intermediary as follows:
- acting on behalf of Customer in respect of VAT Obligations ensuing from applicable VAT laws;
- completing and processing supporting documents, including documents related to termination of Avalara IOSS Intermediary as applicable;
- assisting Customer to comply with local VAT requirements related to an IOSS intermediary as Avalara determines to be appropriate; and
- facilitating the provision of Payment Services by a duly licensed third-party payment service provider (“Third-Party PSP”) to collect and remit VAT Obligations due by Customer to Tax Authority. Payment Services are further detailed in Section 3.
- Payments.
- In the event that Avalara elects to use Third-Party PSP, Payment Services will be provided in accordance with Applicable Laws by Third-Party PSP, duly licensed in the relevant jurisdiction(s). Third-Party PSP may require Customer to enter into a separate agreement for the provision of Payment Services.
- Customer shall pay VAT Obligations to Third-Party PSP, Avalara, or Tax Authority in accordance with Avalara’s instructions.
- Avalara, in its sole discretion, may direct Customer to apply overpayments to its future VAT Obligations. Any amounts of underpayments will be immediately due and payable by Customer and shall be paid to Third-Party PSP, Avalara, or Tax Authority, as directed by Avalara.
- In connection with collection and remittance activities through Third-Party PSP or Avalara, Customer shall adhere and be subject to the following processes and requirements:
- Customer will receive instructions from Avalara or Third-Party PSP stating the amount of Customer’s VAT Obligations and the date due to Avalara or Third-Party PSP to ensure timely payment;
- Customer will timely fund the VAT Obligations in the currency instructed by Avalara by way of a credit transfer to Avalara or Third-Party PSP’s account, on or before the due date;
- If Avalara directs Customer to fund Third-Party PSP account, Third-Party PSP will confirm to Avalara that the designated account contains an amount equal to the amount specified in Avalara’s instruction to Customer described under Section 3(d)(i); and
- Subject to applicable payment requirements and payment processes, Avalara or Third-Party PSP will process the VAT Obligations by (i) transferring the VAT Obligations to Tax Authority bank account, or (ii) arranging for the direct debit of this amount by Tax Authority.
- If and to the extent available and/or applicable in the relevant jurisdiction(s), Customer expressly authorizes Avalara to act as a commercial agent within the meaning of Directive (EU) 2015/2366 (Payment Services Directive 2) in respect of the provision of Payment Services thereby authorizing Avalara to negotiate or conclude the sale or purchase of goods or services on behalf of Customer acting as the payer in the relevant payment transactions.
- Avalara’s Rights.
- Avalara will select Tax Authority in which Customer will be registered for IOSS and from which to administer Customer's IOSS requirements. Avalara may engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these IOSS Intermediary Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these IOSS Intermediary Terms when such Affiliate is acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Avalara IOSS Intermediary obligations.
- Avalara may, in its discretion, impose rules or limits for, or change, suspend, or discontinue any aspect of Avalara IOSS Intermediary at any time.
- If Avalara identifies any questions or ambiguities related to the application of VAT to Customer’s activities, Avalara may apply the VAT rates Avalara determines to be appropriate in the filing of a VAT return or amendment of a VAT return previously filed.
- Avalara may consult or negotiate with Tax Authority concerning tax levies or other costs and matters arising under the Agreement. Avalara will charge for such consultation and negotiation services at its then-standard hourly rates. Avalara shall, after consultation with Customer, be entitled to engage third parties to handle claims and negotiations with Tax Authority, all of which will be at the additional expense and risk of Customer.
- Avalara may modify these IOSS Intermediary Terms at any time upon 30 days’ prior written notice. Avalara may change or modify these IOSS Intermediary Terms at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to Avalara IOSS Intermediary (where this does not materially adversely affect Customer’s use of Avalara IOSS Intermediary); or (c) to restrict products or activities Avalara deems unsafe or inappropriate. Customer’s continued use of Avalara IOSS Intermediary after the effective date of any change to the IOSS Intermediary Terms will constitute Customer’s acceptance of that change. If changes are unacceptable to Customer, Customer shall cease using Avalara IOSS Intermediary and may terminate the IOSS Intermediary Terms by providing written notice to Avalara at any time prior to the effective date of change.
- Avalara will select Tax Authority in which Customer will be registered for IOSS and from which to administer Customer's IOSS requirements. Avalara may engage any Avalara Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these IOSS Intermediary Terms. Avalara is responsible for its Affiliate’s compliance with and performance of these IOSS Intermediary Terms when such Affiliate is acting as agent or subcontractor, and Customer shall bring any claims it may have solely against Avalara and not against such Affiliate. Customer shall provide Affiliates of Avalara or third parties with any documentation or agreement required to permit them to perform Avalara IOSS Intermediary obligations.
- Customer’s Obligations.
- Customer will keep its IOSS VAT identification number confidential and secure at all times and will not share it with any other party other than with its customs agent and with Avalara for the duration of the Avalara IOSS Intermediary appointment. Customer will ensure that its IOSS VAT identification number is used solely for Customer’s transactions. Customer is responsible for the correct customs declarations, labelling of consignments, and any other customs requirements falling under IOSS. Customer shall not falsely declare the value of consignments with intrinsic value above EUR 150.
- Customer is prohibited from conducting any activities in EU that may give rise to any VAT Obligations that are not reported to Avalara, or that may give rise to any other form of tax representation not agreed to by Avalara. If, at any time during the Term Customer becomes aware of any such prohibited activities that may require another form of tax representation, Customer shall immediately notify Avalara in writing. Further, Customer shall ensure, that its systems are properly configured to ensure that all VAT Obligations in the EU are managed correctly through Avalara IOSS Intermediary, and it is solely Customer’s obligation to do so.
- Under these IOSS Intermediary Terms and as between the Parties, Customer is solely liable and responsible for, and shall timely remit funds for, all of its VAT Obligations. This includes the timely and correct remittance of any VAT Obligations due, including any penalties and interest incurred in relation to any late VAT filing, payment or otherwise.
- Promptly upon Avalara’s request, Customer shall provide Avalara with (a) proof of funding for any applicable VAT Obligation or other obligation, including for the period after termination of these IOSS Intermediary Terms during which Tax Authority may impose tax assessments retroactively; or (b) security for Customer’s VAT Obligations, or for any other payment obligations to Avalara, Third-Party PSP or Tax Authority, or any third party arising under these IOSS Intermediary Terms. Avalara will determine the form and amount of security necessary in its discretion and may require security to be made in the form of one or more payments made to Third-Party PSP or to Avalara pursuant to Section 3(d)(i), or a first demand bank guarantee, in form and in amounts Avalara determines to be appropriate in its discretion. If requested by Avalara, Customer shall provide Avalara with such additional security as Avalara deems appropriate in its discretion, taking into account Avalara’s potential liabilities.
- Customer shall (i) ensure its invoices are compliant with the EU VAT Directive 2006/112/EC, as amended from time to time, (ii) provide VAT-compliant invoices to Avalara promptly upon request, and (iii) follow all compliance-related requirements specified by Avalara. Customer shall provide Avalara information, in the format and manner specified by Avalara, for all transactions giving rise to VAT Obligations, as required under relevant VAT regulations and in accordance with Appendix A, and in response to all other requests Avalara determines to be appropriate in connection with Avalara IOSS Intermediary. Customer shall respond promptly, and no later than 7 days from the date of the request, to all information requests from Avalara related to Avalara IOSS Intermediary.
- If Customer fails under these IOSS Intermediary Terms to (i) pay Customer’s VAT Obligations to Avalara or Third-Party PSP in whole or in part, or (ii) timely provide to Avalara the information or documentation required by Avalara to determine Customer’s VAT Obligations, Avalara may take such action as it deems appropriate with respect to Customer’s local VAT requirements, including reporting no VAT Obligations for a period (filing a “nil return”) or filing additional or supplementary VAT returns. Any such activities Avalara undertakes, and any related VAT Obligations that arise, will be at Customer’s expense and risk.
- Prior to acceptance of these IOSS Intermediary Terms and at all times thereafter upon request, Customer shall provide all information requested by Avalara (or, if applicable, a third-party subcontractor engaged by Avalara for this purpose (a “Screener”)) regarding Customer’s legal existence, equity owners and other affiliated persons, and otherwise related to its operations or circumstances, to conduct “know your customer,” anti-money laundering, customer suitability, tax information exchange requirements or related checks or inquiries based on Avalara’s legal and regulatory obligations or commercial considerations (“Background Screen”). Customer expressly authorizes all such activities and shall provide additional information and otherwise cooperate with Avalara or the Screener in connection with the Background Screen. If Customer provides any information related to its Background Screen directly to the Screener, Customer expressly authorizes Avalara to receive, obtain copies of, transmit to its Affiliates and third parties for processing, and use such information and data from the Screener and any analyses, conclusions or assessments made by the Screener in connection with such Background Screen as Avalara determines to be appropriate. Avalara may, in its discretion, elect not to provide Customer with, or terminate, Avalara IOSS Intermediary and related Services due to the results of the Background Screen or Customer’s failure to timely provide the information requested by Avalara or the Screener for the Background Screen; provided that if Avalara elects not to provide or terminates Avalara IOSS Intermediary under this Section 5(g) other than for failure to provide documentation required for the Background Screen, Avalara will refund any prepaid unused fees related to Avalara IOSS Intermediary (excluding any activation or other one-time fees). Avalara may elect to co-ordinate IOSS intermediary to Customer through one or more third party IOSS intermediaries under such third party’s terms, and different fees and expenses may apply.
- At any time, in Avalara’s discretion and in accordance with Applicable Laws, and without notice to Customer, Avalara may report any information related to Customer’s use of Avalara IOSS Intermediary or its Background Screen process (including Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit, in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Customer will keep its IOSS VAT identification number confidential and secure at all times and will not share it with any other party other than with its customs agent and with Avalara for the duration of the Avalara IOSS Intermediary appointment. Customer will ensure that its IOSS VAT identification number is used solely for Customer’s transactions. Customer is responsible for the correct customs declarations, labelling of consignments, and any other customs requirements falling under IOSS. Customer shall not falsely declare the value of consignments with intrinsic value above EUR 150.
- Customer’s Representations and Warranties.
- Customer represents and warrants that none of Customer, any of its Affiliates, nor any of their respective officers, directors, owners, employees, representatives or agents (the “Customer Affiliated Parties”) is or has engaged in, or been charged with, indicted for, or convicted of, any “criminal activity”. For the purposes of this Section 6(a), “criminal activity” includes any activity that meets the definition set out (i) within the EU, in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law; (ii) within the UK, in the Proceeds of Crime Act 2002 (POCA), Criminal Finances Act 2017, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (MLRs 2017) and Terrorism Act 2000 (TA 2000), as updated and amended; or (iii). Subject to this definition, for these purposes, “criminal activity” generally means any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU member states that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.
- Customer represents and warrants that it is not (i) registered for VAT purposes under IOSS with another IOSS intermediary or in the process of doing so, unless such establishment or registration is agreed to in writing by Avalara. Customer will take all actions requested by Avalara to transition any prior IOSS registrations to Avalara in order for Avalara to provide Avalara IOSS Intermediary. Unless Customer separately has notified Avalara to the contrary in writing prior to entering into these IOSS Intermediary Terms, Customer represents and warrants that it has no outstanding tax liability in the EU.
- Unless Customer notifies Avalara to the contrary in writing, Customer represents and warrants that none of the Customer Affiliated Parties is a Politically Exposed Person (“PEP”) as defined by the Financial Action Task Force and which definition is located in the document available at https://www.fatf-gafi.org/documents/documents/peps-r12-r22.html. Customer represents and warrants that none of the Customer Affiliated Parties is under sanction, prohibition, or restriction from the United Nations, the EU, any EU member state, the United Kingdom, Canada, or the United States.
- Customer represents and warrants that all information and documentation provided to Avalara under these IOSS Intermediary Terms, including in relation to Payment Services and to fulfil its obligations under Section 5, are true, correct and complete.
- Customer’s representations and warranties in this Section 6 are deemed to be made continuously throughout the Term, and Customer will immediately provide written notice in reasonable detail to Avalara at any time that such statement ceases to be true, correct, or complete during the Term.
- Termination and Suspension.
- Avalara may suspend Avalara IOSS Intermediary activities on behalf of Customer at any time if Customer has not fully paid its VAT Obligations or performed its other obligations under the Agreement, or while any Customer action or provision of information is outstanding after the relevant deadline, or if Avalara has reasonable grounds to believe that Customer will not be able to comply with its obligations under the Agreement. If Avalara invokes such right to suspend operations or activities, Avalara will notify Customer accordingly and may also notify affected third parties.
- In addition to its termination rights under the Terms, the MVR Terms and elsewhere in these IOSS Intermediary Terms, Avalara may, at its option and on notice to the Customer, terminate the Agreement and/or Customer’s use of Avalara IOSS Intermediary:
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver or administrator for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors; or (e) in the event of a Change of Control over Customer;
- If Customer suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;
- Customer has violated any Applicable Laws, prior to or during the Term;
- Customer breaches the Agreement (including these IOSS Intermediary Terms), including by failing to timely provide required information or fund VAT Obligations or other payments;
- Customers uses Avalara IOSS Intermediary in a manner that threatens the reputation or wellbeing of Avalara or its Affiliates or the integrity of Avalara IOSS Intermediary, or that impairs the use of Avalara IOSS Intermediary by other Avalara customers;
- if a power of attorney granted by Customer to Avalara or any Affiliate of Avalara terminates, or any appointment of Avalara or any Affiliate of Avalara is terminated for any reason; or
- if Managed VAT Reporting or any other Services or contractual relationship between Avalara and Customer, terminates for any reason.
- If Customer suffers from an insolvency event, i.e. (a) upon the filing of any voluntary petition by Customer under any bankruptcy laws; (b) upon the filing of any involuntary petition against Customer under any bankruptcy laws that is not dismissed within sixty (60) days after filing; (c) upon any appointment of a receiver or administrator for all or a substantial portion of Customer’s business or operations; (d) upon any assignment of all or substantially all the assets of Customer for the benefit of creditors; or (e) in the event of a Change of Control over Customer;
- The Avalara IOSS Intermediary termination date will be the earlier date on which either Customer’s access to Avalara IOSS Intermediary is terminated or the date on which the appropriate form(s) to terminate Avalara or any of its Affiliates as Customer’s IOSS intermediary is filed with Tax Authority. Termination of Avalara IOSS Intermediary will automatically lead to termination of any appointment or any power of attorney granted under these IOSS Intermediary Terms.
- Upon any termination by Avalara under Section 7(b), Avalara will not refund any amount of fees to Customer. Avalara expressly disclaims liability for any damages Customer incurs related to such termination. In the event of such termination Avalara may terminate Customer’s use of any other product or service offered by Avalara or any Affiliate immediately upon written notice
- If required under any Applicable Laws or requested by Avalara, Customer will appoint another IOSS intermediary that assumes Avalara’s obligations under these IOSS Intermediary Terms immediately following termination of Customer’s subscription for Avalara IOSS Intermediary or at any other time specified by Avalara in its discretion. During any period in which Customer fails to comply with this obligation, Customer shall continue to comply with its obligations towards Avalara and will be liable for all resulting Losses (as defined below).
- Following any termination, Customer remains subject to all obligations and liabilities, including VAT Obligations and other payment obligations and information requirements, arising out of or related to Avalara IOSS Intermediary prior to termination.
- Fees.
- Invoices or other Order Documents specifying fees may be issued and sent to Customer by Avalara or an Avalara Affiliate or on behalf of Avalara or its Affiliate by Third-Party PSP or another service provider.
- Customer authorizes Third-Party PSP to collect subscription fees and pay such amounts to Avalara or its Affiliate, provided that Customer may also pay such amounts to Avalara or its Affiliate directly. Any subscription fees collected by Third-Party PSP may be deducted from amounts that Third-Party PSP holds on behalf of Customer. If Customer is required to report transactions that occurred prior to Customer’s appointment of Avalara under these IOSS Intermediary Terms, these back filing services will be considered an ancillary Service.
- Limitations of Liability.
The Customer’s attention is particularly drawn to this Section.- Avalara IOSS Intermediary is made available to Customer on an “as is” and “as available” basis, unless otherwise specified in these IOSS Intermediary Terms. To the fullest extent permitted by Applicable Laws and except as otherwise set out in these IOSS Intermediary Terms, Avalara disclaims all warranties, terms and conditions express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations, warranties, terms or conditions that (a) any governmental information (including without limitation information regarding VAT rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service, is accurate, complete, current, or applicable to Customer or its business.
- Nothing in the Agreement shall be construed as limiting either Party’s liability for death or personal injury caused by negligence, for fraud or for fraudulent misrepresentation or any other liability which cannot be excluded or limited by Applicable Laws.
- Subject to Section 9(a), 9(b), and 9(d), Avalara’s total liability to the Customer in respect of any and all claims arising out of or in connection with the Agreement, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise, shall not in any case exceed an amount equivalent to the fees paid or payable by Customer in relation to Avalara IOSS Intermediary during the twelve-month period immediately preceding the events giving rise to the claims.
- Save as otherwise stated in Section 9(b), Avalara shall not be liable to Customer or any third party, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, or otherwise for any:
- incidental, indirect, consequential, punitive, special or exemplary damages;
- loss of profits, loss revenue, loss or damage to goodwill, wasted expenditure or loss or corruption of data;
- late or missed filings resulting from Customer’s failure to provide any required information or timely approval of a return, for the timing or rejection of any opting letter seeking to waive the distance selling threshold, or for late or missed VAT obligation or other payment owed by Customer; and
- claim in respect of which the Customer has not issued legal proceedings within two years of the events giving rise to the claim occurring.
- incidental, indirect, consequential, punitive, special or exemplary damages;
- Indemnification; Liability of Customer.
- Under Applicable Law, Avalara and Customer may have joint and several liability for Customer’s fulfillment of VAT Obligations. If Avalara incurs any liability for VAT Obligations, or is compelled to pay any amount related to Customer’s actions, omissions, or obligations, Customer shall indemnify and hold harmless, and at Avalara’s option shall defend, Avalara, each of its Affiliates, and each of its and their officers, directors, owners, employees, representatives and agents (each, an “Avalara Indemnitee”) from and against any liability, loss, settlement payment (including any settlement an Avalara Indemnitee agrees to pay), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges (“Losses”) incurred by, or pending or threatened against, any Avalara Indemnitee that arise out or relate to any (i) any VAT Obligations, or (ii) any third-party claim or action arising out of or related to Customer’s actions or omissions or the provision of Avalara IOSS Intermediary to Customer (including any claims or actions in connection with Avalara’s termination of Customer under these IOSS Intermediary Terms), except to the extent such claim or action results directly from the gross negligence or intentional misconduct of Avalara, or (iii) breach of any of Customer’s representations or warranties, or any failure or omission of Customer to meet or perform any of its covenants, undertakings or obligations pursuant to the IOSS Intermediary Terms, including without limitation the payment of any VAT Obligation or other liability hereunder or the provision of accurate VAT identification numbers and correct documents, information and data.
- If any Avalara Indemnitee incurs any liability in connection with the VAT Obligations or Customer’s actions or omissions under the Agreement, that Avalara Indemnitee shall have full recourse against Customer and all other rights available at law and in equity to recover such liability. In order to secure the payment of any amount that is may be due from Customer to any Avalara Indemnitee under the Agreement or otherwise, Avalara has a right of retention and set-off, and a right of pledge over, all moneys and other items of value that Avalara or Third-Party PSP may hold on behalf of Customer, or that may be due from Avalara to Customer under the Agreement or under any other current or future arrangement Customer may enter into with Avalara or any of its Affiliates.
- Governing Law; Arbitration. The governing law of the Agreement will be the substantive law of England and Wales. Any dispute arising out of or in connection with the Agreement, including any question regarding its existence, validity or termination, will be referred to and finally resolved by arbitration under the Rules of the London Court of International Arbitration, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators will be one. The seat, or legal place, of arbitration will be London. The language to be used in the arbitral proceedings will be English.
- General.
- By using Avalara IOSS Intermediary or sending electronic messages to Avalara, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about Avalara IOSS Intermediary or third-party products or services and will do so in accordance with its then-current privacy policy. By registering for Avalara IOSS Intermediary, sending Avalara an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically.
- In the event of any contrary or inconsistent terms between the MVR Terms and the IOSS Intermediary Terms, the IOSS Intermediary Terms will control with respect to the provision of Avalara IOSS Intermediary.
- Any reference in these IOSS Intermediary Terms to the “discretion” of Avalara means the “sole and absolute discretion” of Avalara.
- Customer may not assign these IOSS Intermediary Terms without the prior written consent of Avalara. Avalara may assign all or any part of these IOSS Intermediary Terms to any other party upon notice to Customer.
- No third party, other than an Avalara Indemnitee, may enforce any term of this Agreement. The rights of the parties to terminate or modify this Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Deviations from the Terms. The following provisions of the Terms do not apply to Avalara IOSS Intermediary or with respect to these IOSS Intermediary Terms: Section 2(c) (i), (ii) and (iii) (Avalara’s Responsibilities); Section 2(e) (Customer Affiliates); Section 5 (Service Suspension and Disputes); Section 6(e) (Termination for Breach or Cause); Section 9(b) and (c) (Avalara’s Warranties; Disclaimer of Implied Warranties); Section 10 (Indemnification); Section 11 (Modifications); Section 12 (a), (b) and (c) (Exclusion of Certain Claims; Limitation of Liability; Limitation of Claims); Section 13(f) (Governing Law; Jurisdiction and Venue); Section 13(h) (Force Majeure); and Section 13(j) (Successors and Assigns).
APPENDIX A
INFORMATION AND DOCUMENTS REQUIRED PER TRANSACTION
An authorization to act as IOSS intermediary may only be granted by local authorities if certain conditions are fulfilled. One of these conditions is that the IOSS intermediary keeps efficient and well-organized records. These must clearly and convincingly demonstrate to the Tax Authority and any other applicable EU member state that VAT legislation and VAT regulations have been applied correctly. In many cases Avalara may not have the required documents, information and data at its disposal, but nevertheless shares responsibility to local tax authorities with respect to this information. Customer therefore must provide these in the manner and format specified by Avalara no later than 7 days after expiry of the VAT return period. After termination of Avalara IOSS Intermediary, Customer shall continue to have the obligation, pursuant to Section 7, to cooperate in every way and, if so required, to provide all documents, information, and data concerning the activities carried out under these IOSS Intermediary Terms for 10 years following the end of the year in which the supply was carried out, as required by Article 63c of Council Implementing Regulation (EU) No 2019/2026. Such records should be made available electronically upon the request of EU member states and may be submitted to the EU member states concerned using a standard form.
The following information, at a minimum, is required:
GENERAL
Description of any transactions for which Avalara is to act as IOSS intermediary for Customer pursuant to these IOSS Intermediary Terms.
REQUIRED DOCUMENTS, INFORMATION AND DATA PER TRANSACTION CARRIED OUT BY CUSTOMER:
- all documents, information and data required for customs clearance;
- all customs declarations of goods imported or to be imported;
- VAT invoice (if issued) or the commercial invoice accompanying the goods for customs clearance;
- all specific data referred to in column H7 of Annex B to Delegated Regulation (EU) 2015/2446; and
- such other information as may be requested by Avalara.
Licensing for Hospitality
Effective November 1, 2023
DownloadTable of Contents
These Avalara Licensing for Hospitality Service-Specific Supplemental Terms (“ALH Terms”) govern Customer’s use of Avalara Licensing for Hospitality and the purchase and use of any other Avalara services that incorporate these ALH Terms by reference. These ALH Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ALH Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Licenses” means the federal, state, county, and local lodging tax-related business licenses or permits needed for a Location.
- “Location” means the physical location that Customer identifies for registration or licensing.
- “Avalara Licensing for Hospitality” means the Service where Avalara provides the preparation, filing, and renewal of the local and state lodging tax registrations and licenses for a Location.
- “Registration” means the federal, state, county, and local lodging tax registrations needed for a Location.
- "Research" means the Service where Avalara contacts jurisdictions related to the list of Locations that Customer provides to Avalara to obtain information regarding Registration or Licensing requirements (if any).
- “Licenses” means the federal, state, county, and local lodging tax-related business licenses or permits needed for a Location.
- Avalara Licensing for Hospitality. Customer shall pay fees for Avalara for Hospitality based on Customer’s subscription plan. Fees for the usage of these Services are based on the number of Locations.
- The Services.
- Lodging Registrations and Licenses. For each Location, Avalara shall prepare and file the forms for the Registrations and Licenses. Avalara will collect Registration and License application fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the application process. Avalara will notify Customer if filing and registration or license fee remittance is not available from Avalara for a Registration or License (for example, for a local Registration or License), in which case, Avalara will provide the application to Customer, and Customer shall file the Registration or License application and remit Registration fees directly to the applicable jurisdiction. Upon Customer’s written request, Avalara shall provide Research Services to Customer and will provide Customer with a list summarizing its Research activities (the “Research Report”). For clarity, the Research Report will include a list of Licenses or Registrations applied for, as well as a list of the Locations for which no License or Registration is required as of the time of the Research Report.
- Maintenance. For Customers that purchase a maintenance subscription, Avalara will provide ongoing support, maintenance, and renewals for each Location’s Registrations and Licenses.
- Customer Responsibilities. Customer is solely responsible for ensuring the Customer Data provided to Avalara is correct. Customer is solely responsible for timely and fully funding the License and Registration fees as requested by Avalara or described in the Documentation.
- Exclusions. If Customer fails to timely or fully fund the License and Registration application fees: (1) Avalara has no obligation to prepare or file the Licenses, Registrations, or renewals; (2) Avalara will have no liability of any kind to Customer which arises as a result of not completing any filing; and (3) Customer will not be entitled to and Avalara will not refund any fees paid by Customer for Services not completed pursuant to this Section 2(a)(iv).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific Registration or License for which it was provided.
- Warranty. In addition to the Warranties and the Disclaimer of Implied Warranties in the Terms, Research Services will be performed in a professional manner consistent with generally accepted industry practice. If Avalara fails to conform to the warranty in this Section 3 of the Addendum, then Customer shall, as its sole and exclusive remedy, be entitled to reperformance of the Research Services or a refund of fees paid for the non-conforming Research Services.
- Fees. Fees for usage of the Lodging Registrations and Licensing Services are based on the number of Locations where Licenses and Registrations are required or where Avalara performs the Research Service and reports that no License or Registration is required as of the time of the Research Report.
- Authorization. By purchasing Avalara Licensing for Hospitality, Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Registrations and Licenses. Customer also authorizes Avalara to interact with relevant jurisdictions and other third parties on Customer’s behalf in connection with Avalara’s provision of the Services.
- One-Time Services. One-time Services for filing initial Registrations and Licenses expire at the end of the Initial Subscription Term.
- The Services.
- Deviations from the Terms.
- Customer Affiliates. Unless otherwise agreed to in writing, Customer’s Affiliates are not permitted to use Avalara Licensing for Hospitality.
- Compliance with NACHA Operating Rules. Customer’s responsibilities described in the Agreement and Customer’s access to and use of Services may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; and
- Customer will comply with the laws of the United States in providing such funding. In addition to any other applicable termination rights, Avalara may terminate this agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; and
- Avalara has the right to audit Customer’s access to and use of the Services, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Avalara Licensing for Hospitality Product-Specific Supplemental Terms (“ALH Terms”) govern Customer’s use of Avalara Licensing for Hospitality and the purchase and use of any other Avalara services that incorporate these ALH Terms by reference. These ALH Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these ALH Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Licenses” means the federal, state, county, and local lodging tax-related business licenses or permits needed for a Location.
- “Location” means the physical location that Customer identifies for registration or licensing.
- “Avalara Licensing for Hospitality” means the Service where Avalara provides the preparation, filing, and renewal of the local and state lodging tax registrations and licenses for a Location.
- “Registration” means the federal, state, county, and local lodging tax registrations needed for a Location.
- “Licenses” means the federal, state, county, and local lodging tax-related business licenses or permits needed for a Location.
- Avalara Licensing for Hospitality. Customer shall pay fees for Avalara for Hospitality based on Customer’s subscription plan. Fees for the usage of these Services are based on the number of Locations.
- The Services.
- Lodging Registrations and Licenses. For each Location, Avalara shall prepare and file the forms for the Registrations and Licenses. Avalara will collect Registration and License application fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the application process. Avalara will notify Customer if filing and registration or license fee remittance is not available from Avalara for a Registration or License (for example, for a local Registration or License), in which case, Avalara will provide the application to Customer, and Customer shall file the Registration or License application and remit Registration fees directly to the applicable jurisdiction.
- Maintenance. For Customers that purchase a maintenance subscription, Avalara will provide ongoing support, maintenance, and renewals for each Location’s Registrations and Licenses.
- Customer Responsibilities. Customer is solely responsible for ensuring the Customer Data provided to Avalara is correct. Customer is solely responsible for timely and fully funding the License and Registration fees as requested by Avalara or described in the Documentation.
- Exclusions. If Customer fails to timely or fully fund the License and Registration application fees: (1) Avalara has no obligation to prepare or file the Licenses, Registrations, or renewals; (2) Avalara will have no liability of any kind to Customer which arises as a result of not completing any filing; and (3) Customer will not be entitled to and Avalara will not refund any fees paid by Customer for Services not completed pursuant to this Section 2(a)(iv).
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific Registration or License for which it was provided.
- Authorization. By purchasing Avalara Licensing for Hospitality, Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Registrations and Licenses. Customer also authorizes Avalara to interact with relevant jurisdictions and other third parties on Customer’s behalf in connection with Avalara’s provision of the Services.
- One-Time Services. One-time Services for filing initial Registrations and Licenses expire at the end of the Initial Subscription Term.
- The Services.
- Deviations from the Terms.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Customer Affiliates. Unless otherwise agreed to in writing, Customer’s Affiliates are not permitted to use Avalara Licensing for Hospitality.
- Compliance with NACHA Operating Rules. Customer’s responsibilities described in the Agreement and Customer’s access to and use of Services may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States.
- To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; and
- Customer will comply with the laws of the United States in providing such funding. In addition to any other applicable termination rights, Avalara may terminate this agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; and
- Avalara has the right to audit Customer’s access to and use of the Services, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
License Managed Services
Effective November 1, 2023
DownloadTable of Contents
These Avalara License Managed Services Service-Specific Supplemental Terms (“License Managed Services Terms”) govern Customer’s purchase and use of Avalara License Managed Services. These License Managed Services Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these License Managed Services Terms and not defined have the meanings given in the Terms.
- Services.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Account Setup. After Avalara’s receipt of complete Customer Data pertaining to the fulfillment of the License Managed Services and full payment of fees, Avalara shall provide Customer with access to an Account, pre-configured using Customer Data. “License” means federal, state, county, or municipal business licenses, permits, tax registrations, professional licenses, vehicle registrations, contracts, leases, or other documents or licenses.
- Managed Services. Subject to Customer’s timely compliance with Customer Obligations, Avalara will perform the following License management activities on Customer’s behalf:
- Import Customer’s Licenses;
- Maintain a License renewal calendar to monitor the schedule for renewal filings;
- Determine Customer’s monthly License fees and deliver a Funding Request;
- Preparation and filing of License renewal forms and remittance of fee payments to applicable jurisdictions;
- Preparation and posting of monthly management reports;
- Procurement of physical License certificates, when available from applicable tax authorities, and distribution to business locations where such Licenses must be posted;
- Imaging and electronic storage of filings and Licenses, where applicable; and
- Management of notices and routine jurisdictional correspondence on Client’s behalf related to Licenses under Avalara management.
- Exclusions.
- The Avalara License Managed Services do not include Research, License verification, or initial License filings, which must be purchased separately. Avalara does not validate or audit Customer Data and is not responsible for the accuracy or completeness of the Customer Data. Unless otherwise provided in an Order Document, an international entity not incorporated in a US state is excluded.
- Except for Avalara’s obligations under Section 5 (Avalara License Managed Services Limited Guarantee), Avalara is not responsible for handling, administering, or assisting with audits conducted by any jurisdiction or licensing authority, other than to timely provide documentation upon Customer’s request, and to answer routine questions or provide information relating to the Avalara License Managed Services.
- Funding; NACHA Compliance. Avalara will send a monthly report to Customer with a detail of the estimated fees and expenses for filing the Licenses (a “Funding Request”). The Funding Request may, in Avalara’s discretion, contain additional amounts for the purpose of providing reduced interruption in the event of unforeseen License fees, courier fees, or other direct expenses. Avalara may invoice Customer for any direct expenses not covered by the Funding Request.
- NACHA Compliance. The funding process described in this section may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States. To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in this section (Funding); and
- Customer will comply with the laws of the United States in providing such funding.
- Termination for NACHA Non-compliance. In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Funding Audit. Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- NACHA Compliance. The funding process described in this section may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States. To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements
- Customer Obligations.
- Customer Data. Customer is solely responsible for the timeliness, completeness, accuracy, and clarity of the information it provides to Avalara. Upon request by Avalara, Customer must promptly supplement the Customer Data to facilitate requests from jurisdictions. Customer must promptly provide Customer Data requested by Avalara, formatted using the template provided by Avalara. Customer must deliver the requested Customer Data to Avalara no later than the earlier of the tenth business day following the request or fifth business day prior to the License filing due date.
- Business Change and Correspondence Notification. Customer must promptly provide notice to Avalara of the following:
- Scheduled opening of a new business location. Customer must provide notice 90 days in advance of the earliest planned opening date;
- Change of operating address for a business location. Customer must provide notice 90 days in advance of the effective date of the address change;
- Changes in corporate structure, including acquisition, divestment, spin-off, material changes in ownership, or sale;
- New legal name or changes to trade names, commonly referred to as a “DBA;”
- New or altered business activity at any business location, as soon as Customer becomes aware of such change; and
- Jurisdictional correspondence received by Customer. Customer must provide notice as soon as possible.
If Customer does not provide sufficient notice to Avalara, filings may not be timely.
- License Funding Account. Customer must fully fund the License funding account designated by Avalara to facilitate remittance of fees for License filings (the “Funding Account”). Customer must provide funding by wire transfer, ACH Credit, or other method specified in the Documentation. Customer must fund the Funding Account in the amount specified by Avalara in the funding request and upon receipt of the funding request. Avalara has no obligation to fund or file any License or License renewal which Customer has failed to timely and fully fund pursuant to a funding request. Failure to timely and fully fund is a material breach of the Agreement.
- ALMS Implementation Services. Customer shall purchase the applicable License Management Implementation Services. ALMS Implementation Services are governed by the Avalara Professional Service Terms and Conditions located at https://www.avalara.com/ps-terms.
- Fees.
- License Usage. Fees for usage are based on the number of Licenses managed by Avalara in the Account at any given time during the Subscription Term. The minimum subscription is 150 Licenses.
- Authorized Users. Purchase of Avalara License Managed Services includes five Authorized Users and 20 Read Only Users. Customer may purchase additional Authorized Users and Read Only Users in increments of five during a Subscription Term at Avalara’s then-current pricing.
- Avalara License Managed Services Professional Services. Delivery of services for any of the Services described in these License Managed Services Terms (the “Professional Services”) is governed by the electronic SOW located at https://www.avalara.com/ps-esow.
- Upgrades and Overages.
- Subscriptions for Avalara License Managed Services are not subject to automatic upgrades or overages under Section 7(b) (Automatic Upgrades and Overages) of the Terms. Customer will not be permitted to exceed its subscription and must upgrade in order to add additional Licenses.
- If during the current Subscription Term Customer exceeds the number of Licenses purchased, Avalara may, with 30 days’ notice prior to the next Renewal Subscription Term, increase Customer’s subscription renewal to the number Licenses that includes the overages and invoice Customer at the then-current fees at renewal.
- Avalara License Managed Services Limited Guarantee.
- If Customer receives a notice of late filing, failure to renew, or a failure to remit License fees that results in a liability for penalties or interest due solely to Avalara’s failure to timely prepare and file a License it was obligated to file (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of penalties and interest that directly resulted from the Avalara Error, as specified in the final assessment notice received from the applicable jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Avalara License Managed Services fees paid by Customer during the year in which the Avalara Error occurred (as determined by subsection (c) below).
- The following limitations apply to the Avalara Managed Services Limited Guarantee:
- Customer must have properly maintained its profile and Customer Data pursuant to Section 4(a) and have correctly determined the applicability of a License to its business operations. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its Customer Data or determine the applicability of a License to its business operations, Avalara will not be responsible for the error.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable jurisdiction to timely and accurately provide or update correct License filing rules or procedures.
- Customer must provide notice to Avalara no later than the earlier of either (1) 10 days after the licensing authority’s finding of a negative License finding, or (2) 45 days after the date that Customer identifies, or the applicable jurisdiction initially identifies to Customer, an issue that relates to the alleged error. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant business records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the jurisdiction’s findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that a matter involves other issues in addition to the alleged Avalara Error, Customer, its Representatives, and Avalara will work together to ensure a collaborative response.
- Upon first becoming aware of a potential error related to a License filing, Customer must take reasonable steps to mitigate its losses.
- For purposes of calculating the amount of the Avalara License Managed Services fees paid that are eligible for this limited guarantee, the amount will be the fees actually paid by Customer to Avalara for Avalara License Managed Services and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for Avalara License Managed Services do not include any fees paid for ancillary Professional Services or any other one-time fees .
- If the applicable jurisdiction alleges other errors in addition to the alleged Avalara Error, the amount to be paid by Avalara under this Avalara License Managed Services Guarantee will be the percentage of the final assessment amount allocable to the alleged Avalara Error.
- Avalara will make the Avalara License Managed Services Limited Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the applicable jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current Avalara License Managed Services subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this Avalara License Managed Services Limited Guarantee.
Effective October 27, 2023 to November 1, 2023
DownloadSummary of changes
Please note that these updated Product-Specific Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or additional service purchase made on or after January 1, 2023.
Table of Contents
Last updated January 1, 2023.
These Avalara License Managed Services Product-Specific Supplemental Terms (“License Managed Services Terms”) govern Customer’s purchase and use of Avalara License Managed Services. These License Managed Services Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these License Managed Services Terms and not defined have the meanings given in the Terms.
- Services.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Account Setup. After Avalara’s receipt of complete Customer Data pertaining to the fulfillment of the License Managed Services and full payment of fees, Avalara shall provide Customer with access to an Account, pre-configured using Customer Data. “License” means federal, state, county, or municipal business licenses, permits, tax registrations, professional licenses, vehicle registrations, contracts, leases, or other documents or licenses.
- Managed Services. Subject to Customer’s timely compliance with Customer Obligations, Avalara will perform the following License management activities on Customer’s behalf:
- Import Customer’s Licenses;
- Maintain a License renewal calendar to monitor the schedule for renewal filings;
- Determine Customer’s monthly License fees and deliver a Funding Request;
- Preparation and filing of License renewal forms and remittance of fee payments to applicable jurisdictions;
- Preparation and posting of monthly management reports;
- Procurement of physical License certificates and distribution to business locations where such Licenses must be posted;
- Imaging and electronic storage of filings and Licenses, where applicable; and
- Management of notices and routine jurisdictional correspondence on Client’s behalf related to Licenses under Avalara management.
- Exclusions.
- The Avalara License Managed Services do not include initial License filings, which must be purchased separately. Avalara does not validate or audit Customer Data and is not responsible for the accuracy or completeness of the Customer Data. Unless otherwise provided in an Order Document, Regulated Businesses are excluded. “Regulated Business” means (i) a regulated business that requires additional registration steps such as food service, healthcare, or transportation, (ii) an international entity not incorporated in a US state, or (iii) an entity needing Simplified Sales Tax (“SST”) registrations.
- Except for Avalara’s obligations under Section 5 (Avalara License Managed Services Limited Guarantee), Avalara is not responsible for handling, administering, or assisting with audits conducted by any jurisdiction or licensing authority, other than to timely provide documentation upon Customer’s request, and to answer routine questions or provide information relating to the Avalara License Managed Services.
- Funding; NACHA Compliance. Avalara will send a monthly report to Customer with a detail of the estimated fees and expenses for filing the Licenses (a “Funding Request”). The Funding Request may, in Avalara’s discretion, contain additional amounts for the purpose of providing reduced interruption in the event of unforeseen License fees, courier fees, or other direct expenses. Avalara may invoice Customer for any direct expenses not covered by the Funding Request.
- NACHA Compliance. The funding process described in this section may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States. To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules;
- Customer authorizes Avalara to originate the funding requests described in this section (Funding); and
- Customer will comply with the laws of the United States in providing such funding.
- Termination for NACHA Non-compliance. In addition to any other applicable termination rights, Avalara may terminate the Agreement for Customer’s non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Customer of its non-compliance.
- Funding Audit. Avalara has the right to audit Customer’s funding process, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and the Agreement.
- NACHA Compliance. The funding process described in this section may be subject to the Operating Rules of NACHA, the organization that regulates the ACH network in the United States. To the extent that Customer’s funding is governed by the NACHA Operating Rules, Customer specifically agrees to the following NACHA requirements
- Customer Obligations.
- Customer Data. Customer is solely responsible for the timeliness, completeness, accuracy, and clarity of the information it provides to Avalara. Upon request by Avalara, Customer must promptly supplement the Customer Data to facilitate requests from jurisdictions. Customer must promptly provide Customer Data requested by Avalara, formatted using the template provided by Avalara. Customer must deliver the requested Customer Data to Avalara no later than the earlier of the tenth business day following the request or fifth business day prior to the License filing due date.
- Business Change and Correspondence Notification. Customer must promptly provide notice to Avalara of the following:
- Scheduled opening of a new business location. Customer must provide notice 90 days in advance of the earliest planned opening date;
- Change of operating address for a business location. Customer must provide notice 90 days in advance of the effective date of the address change;
- Changes in corporate structure, including acquisition, divestment, spin-off, material changes in ownership, or sale;
- New legal name or changes to trade names, commonly referred to as a “DBA;”
- New or altered business activity at any business location, as soon as Customer becomes aware of such change; and
- Jurisdictional correspondence received by Customer. Customer must provide notice as soon as possible.
If Customer does not provide sufficient notice to Avalara, filings may not be timely.
- License Funding Account. Customer must fully fund the License funding account designated by Avalara to facilitate remittance of fees for License filings (the “Funding Account”). Customer must provide funding by wire transfer, ACH Credit, or other method specified in the Documentation. Customer must fund the Funding Account in the amount and by the dates specified by Avalara in the applicable funding request. Avalara has no obligation to fund or file any License or License renewal which Customer has failed to timely and fully fund pursuant to a funding request. Failure to timely and fully fund is a material breach of the Agreement.
- Fees.
- License Usage. Fees for usage are based on the number of Licenses managed by Avalara in the Account at any given time during the Subscription Term. The minimum subscription is 150 Licenses.
- Authorized Users. Purchase of Avalara License Managed Services includes five Authorized Users. Customer may purchase additional Authorized Users in increments of five during a Subscription Term at Avalara’s then-current pricing.
- Avalara License Managed Services Professional Services. Delivery of implementation services for any of the Services described in these License Managed Services Terms (the “Professional Services”) is governed by the electronic SOW located at https://www.avalara.com/ps-esow.
- Upgrades and Overages.
- Subscriptions for Avalara License Managed Services are not subject to automatic upgrades or overages under Section 7(b) (Automatic Upgrades and Overages) of the Terms. Customer will not be permitted to exceed its subscription and must upgrade in order to add additional Licenses.
- If during the current Subscription Term Customer exceeds the number of Licenses purchased, Avalara may, with 30 days’ notice prior to the next Renewal Subscription Term, increase Customer’s subscription renewal to the number Licenses that includes the overages and invoice Customer at the then-current fees at renewal.
- Avalara License Managed Services Limited Guarantee.
- If Customer receives a notice of late filing, failure to renew, or a failure to remit License fees that results in a liability for penalties or interest due solely to Avalara’s failure to timely prepare and file a License it was obligated to file (an “Avalara Error”), Avalara will pay Customer the lesser of either: (i) the amount of penalties and interest that directly resulted from the Avalara Error, as specified in the final assessment notice received from the applicable jurisdiction after all administrative appeals and abatement options are exhausted, or (ii) the amount of the Avalara License Managed Services fees paid by Customer during the year in which the Avalara Error occurred (as determined by subsection (c) below).
- The following limitations apply to the Avalara Managed Services Limited Guarantee:
- Customer must have properly maintained its profile and Customer Data pursuant to Section 4(a) and have correctly determined the applicability of a License to its business operations. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its Customer Data or determine the applicability of a License to its business operations, Avalara will not be responsible for the error.
- Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable jurisdiction to timely and accurately provide or update correct License filing rules or procedures.
- Customer must provide notice to Avalara no later than the earlier of either (1) 10 days after the licensing authority’s finding of a negative License finding, or (2) 45 days after the date that Customer identifies, or the applicable jurisdiction initially identifies to Customer, an issue that relates to the alleged error. Such notice must be sent to accuracy@avalara.com.
- Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant business records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
- Customer must provide full and timely assistance to Avalara in challenging the jurisdiction’s findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that a matter involves other issues in addition to the alleged Avalara Error, Customer, its Representatives, and Avalara will work together to ensure a collaborative response.
- Upon first becoming aware of a potential error related to a License filing, Customer must take reasonable steps to mitigate its losses.
- For purposes of calculating the amount of the Avalara License Managed Services fees paid that are eligible for this limited guarantee, the amount will be the fees actually paid by Customer to Avalara for Avalara License Managed Services and the time period will be the 365 days preceding the final assessment of penalties or interest after all appeals and abatement options have been exhausted (e.g., in the case of a final assessment issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, the parties acknowledge that fees paid for Avalara License Managed Services do not include any fees paid for ancillary Professional Services or any other one-time fees .
- If the applicable jurisdiction alleges other errors in addition to the alleged Avalara Error, the amount to be paid by Avalara under this Avalara License Managed Services Guarantee will be the percentage of the final assessment amount allocable to the alleged Avalara Error.
- Avalara will make the Avalara License Managed Services Limited Guarantee payment within 30 days after the date that Avalara receives the final assessment notice from the applicable jurisdiction, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case Customer’s obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current Avalara License Managed Services subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this Avalara License Managed Services Limited Guarantee.
License Management
Effective November 1, 2023
DownloadTable of Contents
These Avalara License Management Service-Specific Supplemental Terms (“License Management Terms”) govern Customer’s purchase and use of Avalara License Management. These License Management Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these License Management Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Licenses” means federal, state, county, or municipal business licenses, permits, tax registrations, professional licenses, or other licenses that Customer tracks in its Avalara License Management Account.
- Services.
- Account Setup. After Avalara’s receipt of complete information and full payment of fees, Avalara shall provide Customer with access to an Account.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Content that is returned by the Services to Customer solely for its internal compliance purposes in connection with the specific License for which it was provided.
- Fees.
- License Usage. Fees for usage are based on the number of Licenses entered into, processed, maintained, or otherwise managed by Customer in the Account at any given time during the Subscription Term.
- Authorized Users. Purchase of Avalara License Management includes five Authorized Users. Customer may purchase additional Authorized Users in increments of five during a Subscription Term at Avalara’s then-current pricing.
- Avalara License Management Professional Services. Delivery of implementation services for any of the Services described in these License Management Terms (the “Professional Services”) is governed by the electronic SOW located at https://www.avalara.com/ps-esow.