Contracts
- Service-Specific Supplemental Terms
- Automated Tariff Code Classification
- Avalara 1099 and W9
- Avalara for Small Business
- Avalara Tax Content
- AvaTax for Insurance
- AvaTax
- Beverage Alcohol
- CertCapture
- Compliance Document Management
- Communications
- Cross-Border Tariff Content
- 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
- Trade Compliance
- VAT Reporting
Service-Specific Supplemental Terms
Effective April 10th 2024
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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 December 11th 2023 to April 10th 2024
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 November 1st 2023 to December 11th 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 27th 2023 to November 1st 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 |
Automated Tariff Code Classification
Effective April 10th 2024
DownloadTable of Contents
These Avalara Automated Tariff Code Classification Service-Specific Supplemental Terms (“Automated Tariff Code Classification Terms”) govern Customer’s purchase and use of the Avalara Automated Tariff Code Classification Services described below. These Automated Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Automated Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Automated Tariff Code Classification” means the Automated Tariff Code Classification Essentials or Automated Tariff Code Classification Pro service that facilitates the tariff code classification of physical goods under the harmonized commodity description and coding system and assigns a tariff code for a single specified country based on the product description provided by Customer.
- “Automated Tariff Code Classification Essentials” means the Automated Tariff Code Classification service that uses pre-trained, generic models to facilitate the tariff code classification.
- “Automated Tariff Code Classification Pro” means the Automated Tariff Code Classification service that uses customer tailored models to facilitate the tariff code classification.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “Item” means an item or product related to one physical good that is entered or uploaded in Automated Tariff Code Classification by Customer. Each such record will count as one Item. All such records will be considered Items, regardless of the number of HS Codes generated.
- The Services.
- Usage. Usage will be calculated based on the number of classification requests submitted to the Service.
- License. Avalara grants 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.
- Customer Obligations. Customer shall provide Avalara with (i) a sufficient natural-language description for each Item; and (ii) the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
Avalara 1099 and W9
Effective November 1st 2023
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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 27th 2023 to November 1st 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 1st 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 28th 2023 to November 1st 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 1st 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 1st 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 28th 2023 to November 1st 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 December 29th 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 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 November 1st 2023 to December 29th 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 27th 2023 to November 1st 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 1st 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 27th 2023 to November 1st 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 1st 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 1st 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 27th 2023 to November 1st 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 1st 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 27th 2023 to November 1st 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:
Cross-Border Tariff Content
Effective April 10th 2024
DownloadTable of Contents
These Avalara Cross-Border Tariff Content Service-Specific Supplemental Terms (these “Cross-Border Tariff Content Terms”) govern Customer’s purchase and use of Avalara Cross-Border Tariff Content. These Cross-Border Tariff Content Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Cross-Border Tariff Content Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Cross-Border Tariff Content” means the service that provides HS Code and National Tariff content for physical goods.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “National Tariff” means the national tariff content for a specific country.
- 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 Customer’s internal compliance purposes in connection with the Service for which it was provided.
- Customer Obligations. Customer shall provide Avalara with the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer.
- Deviations from the Terms.
- Status Updates. Avalara does not provide status updates at status.avalara.com or an equivalent replacement site for Avalara Cross-Border Tariff Content.
DAVO by Avalara Software End User License Agreement
Effective November 1st 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 1st 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 28th 2023 to November 1st 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 1st 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 27th 2023 to November 1st 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 1st 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 27th 2023 to November 1st 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 1st 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 27th 2023 to November 1st 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 1st 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 28th 2023 to November 1st 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 1st 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 28th 2023 to November 1st 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 1st 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 28th 2023 to November 1st 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 1st 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 27th 2023 to November 1st 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 1st 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 27th 2023 to November 1st 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 1st 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.
- Upgrades and Overages.
- Subscriptions for Avalara License Management are not subject to automatic upgrades under Section 7(b) (Automatic Upgrades and Overages) of the Terms.
- If during the current Subscription Term, Customer exceeds the usage tier for Avalara License Management, Avalara may, with 30 days’ notice prior to the next Renewal Subscription Term, (i) upgrade Customer’s subscription tier to the highest tier based on Customer’s usage in the Subscription Term and invoice Customer for the then-current fees at renewal and (ii) charge and invoice Customer for per-License overage fees for the current Subscription Term. Account usage is subject to then-current overage fees for every License over Customer’s purchased tier.
Effective October 27th 2023 to November 1st 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 License Management Product-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.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- 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.
- Upgrades and Overages.
- Subscriptions for Avalara License Management are not subject to automatic upgrades under Section 7(b) (Automatic Upgrades and Overages) of the Terms.
- If during the current Subscription Term, Customer exceeds the usage tier for Avalara License Management, Avalara may, with 30 days’ notice prior to the next Renewal Subscription Term, (i) upgrade Customer’s subscription tier to the highest tier based on Customer’s usage in the Subscription Term and invoice Customer for the then-current fees at renewal and (ii) charge and invoice Customer for per-License overage fees for the current Subscription Term. Account usage is subject to then-current overage fees for every License over Customer’s purchased tier.
License Management for Accountants
Effective November 1st 2023
DownloadTable of Contents
These Avalara License Management for Accountants Service-Specific Supplemental Terms (these “ALMA Terms”) govern Customer’s purchase and use of Avalara License Management for Accountants. These ALMA 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 ALMA Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara License Management for Accountants” or “ALMA Service” means Avalara’s Service that enables Customer to create and manage a database of business licenses.
- “Client” means a client of Customer.
- “Client Data” means any information uploaded to the ALMA Service by Customer or Customer’s Authorized Users relating to Customer’s Clients, including any Client data needed to manage a license. Customer Data includes Client Data.
- “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.
- Use of the Services. Customer is authorized to use the ALMA Service solely for Customer’s internal business operations, which include the management of Licenses for its Clients. Avalara’s fees for the Services are Avalara’s Confidential Information. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purpose in connection with the specific License for which it was provided and (ii) to assist the applicable Client with its compliance inquires.
- Customer Obligations.
- Client Accounts. Customer is solely responsible for (i) the accuracy and completeness of Customer’s Clients’ initial and ongoing configuration and set-up in the ALMA Service, including identification of applicable Licenses, setting up Client License filing calendars and Client entities, and any other information Customer needs to use the ALMA Service to manage Licenses for a Client, (ii) the accuracy, quality, legality, completeness, and integrity of the Client Data and the means by which Customer acquired Client Data; (iii) the preparation, content, accuracy, and review of Licenses that Customer manages using the ALMA Service, and (iv) the timeliness of filing Client Licenses. Any information regarding regulatory requirements for filing Licenses in the ALMA Service is for informational purposes only. Customer is solely responsible for obtaining and documenting permission from its Clients to access its Clients’ Avalara accounts, if applicable. Customer may configure the ALMA Service to enable its Clients to access Customer’s Account. Customer is responsible for the acts and omissions of Clients relating to the use of the ALMA Service as though they were those of Customer.
- Client Data. Customer represents and warrants that it has the right to upload Client Data to the Avalara Service for Avalara’s use as permitted by the Agreement, and Customer shall not submit any Client Data to the ALMA Service that Customer does not have the legal right to submit to Avalara or to authorize Avalara to submit to third parties. Customer shall not violate any fiduciary duty Customer has to Clients. Avalara may remove any Client Data from the Services it believes to be in violation of this Agreement or Applicable Law.
- Compliance with Applicable Law. Customer shall comply with all Applicable Laws, including the rules, regulations, and procedures of any local, state, federal, or foreign government applicable to Customer and the services Customer provides to Clients, including rules and regulations promulgated by any licensing authority.
- Customer Support. Customer shall purchase the applicable support entitlement.
- ALMA Onboarding Services. Customer shall purchase the applicable (“ALMA Onboarding Services”). ALMA Onboarding Services are governed by the Avalara Professional Services Terms and Conditions located at https://www.avalara.com/ps-terms.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara, its Affiliates, and their respective employees, officers, directors, agents, and shareholders against Losses incurred as a result of a third-party claim or action arising from or related to a Client’s use of the ALMA Service or Customer’s services. Avalara’s indemnification obligations set forth in Section 10(a) (Indemnification by Avalara) of the Terms do not apply to claims by Clients.
- Fees. Customer agrees to pay fees for the ALMA Service based on Customer’s subscription plan and usage of the ALMA Service.
- License Usage. Fees for usage are based on the number of Licenses entered into, processed, maintained, or otherwise managed by Customer in the Services at any given time during the Subscription Term.
- Upgrades and Overages.
- Subscriptions for the ALMA Service are not subject to automatic upgrades under Section 7(b) (Automatic Upgrades and Overages) of the Terms.
- If during the current Subscription Term, Customer exceeds the usage tier for the ALMA Service, Avalara may, with 30 days’ notice prior to the next Renewal Subscription Term, (i) upgrade Customer’s subscription tier to the highest tier based on Customer’s usage in the Subscription Term and invoice Customer for the then-current fees at renewal and (ii) charge and invoice Customer for per-License overage fees for the current Subscription Term. Account usage is subject to then-current overage fees for every License over Customer’s purchased tier.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to Clients.
Effective October 27th 2023 to November 1st 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 License Management for Accountants Product-Specific Supplemental Terms (these “ALMA Terms”) govern Customer’s purchase and use of Avalara License Management for Accountants. These ALMA 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 ALMA Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara License Management for Accountants” or “ALMA Service” means Avalara’s Service that enables Customer to create and manage a database of business licenses.
- “Client” means a client of Customer.
- “Client Data” means any information uploaded to the ALMA Service by Customer or Customer’s Authorized Users relating to Customer’s Clients, including any Client data needed to manage a license. Customer Data includes Client Data.
- “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.
- Use of the Services. Customer is authorized to use the ALMA Service solely for Customer’s internal business operations, which include the management of Licenses for its Clients. Avalara’s fees for the Services are Avalara’s Confidential Information. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purpose in connection with the specific License for which it was provided and (ii) to assist the applicable Client with its compliance inquires.
- Customer Obligations.
- Client Accounts. Customer is solely responsible for (i) the accuracy and completeness of Customer’s Clients’ initial and ongoing configuration and set-up in the ALMA Service, including identification of applicable Licenses, setting up Client License filing calendars and Client entities, and any other information Customer needs to use the ALMA Service to manage Licenses for a Client, (ii) the accuracy, quality, legality, completeness, and integrity of the Client Data and the means by which Customer acquired Client Data; (iii) the preparation, content, accuracy, and review of Licenses that Customer manages using the ALMA Service, and (iv) the timeliness of filing Client Licenses. Any information regarding regulatory requirements for filing Licenses in the ALMA Service is for informational purposes only. Customer is solely responsible for obtaining and documenting permission from its Clients to access its Clients’ Avalara accounts, if applicable. Customer may configure the ALMA Service to enable its Clients to access Customer’s Account. Customer is responsible for the acts and omissions of Clients relating to the use of the ALMA Service as though they were those of Customer.
- Client Data. Customer represents and warrants that it has the right to upload Client Data to the Avalara Service for Avalara’s use as permitted by the Agreement, and Customer shall not submit any Client Data to the ALMA Service that Customer does not have the legal right to submit to Avalara or to authorize Avalara to submit to third parties. Customer shall not violate any fiduciary duty Customer has to Clients. Avalara may remove any Client Data from the Services it believes to be in violation of this Agreement or Applicable Law.
- Compliance with Applicable Law. Customer shall comply with all Applicable Laws, including the rules, regulations, and procedures of any local, state, federal, or foreign government applicable to Customer and the services Customer provides to Clients, including rules and regulations promulgated by any licensing authority.
- Customer Support. Customer shall purchase the applicable support entitlement.
- ALMA Onboarding Services. Customer shall purchase the applicable (“ALMA Onboarding Services”). ALMA Onboarding Services are governed by the Avalara Professional Services Terms and Conditions located at https://www.avalara.com/ps-terms.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara, its Affiliates, and their respective employees, officers, directors, agents, and shareholders against Losses incurred as a result of a third-party claim or action arising from or related to a Client’s use of the ALMA Service or Customer’s services. Avalara’s indemnification obligations set forth in Section 10(a) (Indemnification by Avalara) of the Terms do not apply to claims by Clients.
- Fees. Customer agrees to pay fees for the ALMA Service based on Customer’s subscription plan and usage of the ALMA Service.
- License Usage. Fees for usage are based on the number of Licenses entered into, processed, maintained, or otherwise managed by Customer in the Services at any given time during the Subscription Term.
- Upgrades and Overages.
- Subscriptions for the ALMA Service are not subject to automatic upgrades under Section 7(b) (Automatic Upgrades and Overages) of the Terms.
- If during the current Subscription Term, Customer exceeds the usage tier for the ALMA Service, Avalara may, with 30 days’ notice prior to the next Renewal Subscription Term, (i) upgrade Customer’s subscription tier to the highest tier based on Customer’s usage in the Subscription Term and invoice Customer for the then-current fees at renewal and (ii) charge and invoice Customer for per-License overage fees for the current Subscription Term. Account usage is subject to then-current overage fees for every License over Customer’s purchased tier.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to Clients.
License Services
Effective November 1st 2023
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These Avalara License Services Terms and Conditions (“License Terms”) govern Customer’s use of License Guidance, Sales Tax Registration, and License Preparation, and the purchase and use of any other Avalara services that refer to these License Terms.
Please read these License Terms carefully. These License Terms are a legal agreement between Avalara (as defined below) and you (“Customer”) (each, a “Party”). By accessing or using the Services, Customer agrees to be bound by these License Terms, including all terms incorporated into the License Terms by reference. If Customer does not agree to the License Terms, Customer must not access or use the Services.
Avalara periodically updates these License Terms, and Customer must regularly review them. Avalara will post the effective date of any updates at the beginning of these License Terms. By continuing to use the Services after an update, Customer agrees to the updated terms.
- Definitions. Unless otherwise defined in these License Terms, capitalized terms have the following meaning:
- Avalara Services
- “License Guidance” means the Service where Avalara provides Customer with a report listing the initial Licenses and Registration required, including PDFs of or links to the form applications, for one line of business in one physical business location and provides information to enable Customer to complete the applications.
- “Sales Tax Registration” means the Service where Avalara collects Customer Data and prepares and files a Registration for one jurisdiction.
- “License Preparation” means the combination of the Avalara Sales Tax Registration Service and the Service where on a one-time basis, Avalara collects Customer Data and prepares the License forms for Customer to file the Licenses needed for one line of business in one physical location.
- “License Filing” means the combination of the Avalara Sales Tax Registration Service and the Service where on a one-time basis, Avalara collects Customer Data, and prepares and files the License forms needed for one line of business in one physical location, including for a Regulated Business, if applicable.
- Other Defined Terms.
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 South King Street, Suite 1800, Seattle, WA 98104.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s systems by Customer (or by Avalara on behalf of Customer) to use the Services.
- “Documentation” means Avalara’s user guides, training manuals, and other similar information, as updated or revised by Avalara from time to time, that Avalara provides to Customer at the following location: https://help.avalara.com (or a successor website that Avalara may designate from time to time).
- “Intellectual Property” means all trade secrets, inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
- “Licenses” means business licenses or permits.
- “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by Indemnitor in writing), 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 resulting from the indemnified third-party claim.
- “Order Document” means a sales order or other document used to purchase Services from Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Law.
- “Registration” means either one state or local sales tax registration.
- “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.
- “Representatives” means Customer’s directors, officers, employees, consultants, advisors, representatives, or agents.
- “Service Material” means the Avalara content and technology used in connection with providing Services to Customer, including applications, software, graphics, pictures, images, video, music, sound, data and files, trademarks, and patents. Service Material does not include Customer Data or Third-Party Applications.
- “Services” mean the Avalara License Guidance, Avalara Sales Tax Registration, Avalara License Preparation, and Avalara License Filing service offerings to which Customer subscribes, as specified in the applicable Order Document, and the Service Material provided from such service offerings.
- “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
- Avalara Services
- Services. Customer shall (a) pay the applicable service fees for the Services and (b) use the Services in compliance with any Documentation Avalara makes available to Customer that is applicable to the Services.
- License Guidance.
- Services. Avalara will prepare a report of the federal, state, county, or local Licenses and Registration needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for accurately completing and submitting to the relevant jurisdiction all License and Registration forms provided by Avalara, paying fees associated with those Licenses and Registration, and communicating with the relevant jurisdiction.
- Sales Tax Registration. Upon receipt of all necessary Customer Data, Avalara shall prepare and file one Registration and remit registration fees to the applicable jurisdiction. The fee for the Service only includes state-level Registration fees. Avalara will notify Customer if filing and registration fee remittance is not available from Avalara for a Registration (for example, for a local Registration), in which case, Avalara will provide the Registration application to Customer, and Customer shall file the Registration application and remit Registration fees directly to the applicable jurisdiction.
- License Preparation.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare the signature-ready forms for the federal, state, county, and local Licenses needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for reviewing and filing the License applications, remitting associated license fees, and communicating with the applicable jurisdictions.
- Exclusions. License Preparation supports compliance with the license requirements for non-regulated businesses only. For Regulated Businesses, Customer may be required to complete its order through a telephone call with an Avalara sales representative or via other means separate from the online ordering process and pay an additional fee.
- License Filing.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare and file the forms for the federal, state, county, and local Licenses needed for one line of business in one physical location. Avalara will collect License and Registration fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the License and Registration application process.
- 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 fees: (1) Avalara has no obligation to prepare or file the Licenses and Registrations; (2) Avalara will have no liability of any kind to Customer which arise 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(d)(iii).
- Authorization. By purchasing the Services described in this Section 2, Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Licenses and Registrations. 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.
- License Guidance.
- Term and Termination. Services are noncancellable and nonrefundable. If Customer terminates the Service without cause before the Services are completed, Customer shall pay the full cost of the Services set forth in the Order Document. Except for Customer’s breach, if Avalara terminates Customer’s Services, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Services that Customer has not yet used at the time of termination. Avalara may immediately terminate or suspend Customer’s use of the Services or Service Material due to Customer’s breach of these License Terms, and Customer shall not be entitled to a refund.
- Customer Obligations. Customer is responsible for (i) the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (ii) ensuring the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; (iii) timely providing Avalara with Customer Data needed for Avalara to perform the Services; and (iv) ensuring their License and Registration fees are paid to the applicable jurisdiction except where otherwise provided. Customer shall comply with the Acceptable Use Policy, available at https://www.avalara.com/legal/acceptable-use, with all Documentation, and with all Applicable Laws. Avalara’s use of personal information of Customer’s Representatives is governed by the Avalara Privacy Policy, available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Customer agrees to be bound by the terms of the Avalara Privacy Policy and shall be responsible for informing Customer’s Representatives of the processing of their personal data.
- No Professional Tax Opinion or Legal Advice; No Guarantee. Although Avalara strives to ensure that the Service Material and any other information or data contained in the Services are current and accurate, Avalara is dependent on third parties, including state and local governmental agencies, to timely update and provide information that affects such Service Material. In addition, many regulations rapidly change and require interpretation by qualified tax professionals. Accordingly, Customer acknowledges and agrees that Avalara does not provide legal advice, including professional tax opinions or management advice, and that Customer’s use of the Services does not create any fiduciary obligations on the part of Avalara to Customer. In addition, Customer agrees that it uses and relies upon the Services at Customer’s own risk and Customer acknowledges that Avalara cannot guarantee that any Service Material contained in the Services is accurate or current. Customer bears full responsibility to determine the applicability of the output generated by the Services and to confirm its accuracy. Customer is encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
- Service Material; Limited License; Limited Use; Avalara Intellectual Property; Avalara Rights.
- Service Material. Service Material comes from a variety of sources. Some of this Service Material originates from Avalara, but much of the Service Material originates from other sources. For example, the forms for License applications or registrations available through the Services originate from the licensing authority for such License. Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation. Avalara is not responsible for and does not endorse any Service Material that does not originate from Avalara and cannot and does not accept any liability with respect to any such Service Material. All Service Material, including Service Material originating from Avalara, is provided to Customer “as is” for Customer’s use in accordance with these License Terms only. Neither Avalara nor its suppliers or licensors make any representations or warranties with respect to any Service Material.
- Limited License. Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services and Service Material solely for Customer’s internal business operations in accordance with these License Terms. Customer shall not copy, reproduce, distribute, circulate, publish, broadcast, display, sell, license, modify, create derivative works of or otherwise exploit any of the Service Material in any manner and for any purpose whatsoever without the prior written consent of Avalara, provided that Customer can make a reasonable number of copies of Service Material for use by Customer and its Representatives for Customer’s internal business purposes. Customer is responsible for (a) ensuring its Representatives that receive Service Material comply with these License Terms and (b) any breach of these License Terms by its Representatives. Customer represents and warrants that neither Customer or its Representatives is a competitor of Avalara. Customer shall not, directly or indirectly, permit any third party to use the Services or Service Material or offer or use the Services for the benefit of any third party. Customer shall not develop, market, license or sell a product or service which appropriates or uses any Service Material.
- Limited Use. If Customer orders Services that include the right to access and use a License or Registration application, Customer’s right to use that License or Registration application is limited to opening the application, completing the application, saving the application, printing the application, and making a reasonable number of copies of the application as required for filing the applicable License or Registration application and Customer’s internal records in connection with such License or Registration transaction. If Customer is unable to edit, print, and save a License or Registration application for a Service purchased and Avalara is unable to fix the issue, Avalara will edit the License or Registration application for Customer and email Customer a copy of the edited application.
- Avalara Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in the Services, the Service Material, the Documentation, Avalara’s Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Customer any ownership interest in Avalara’s Intellectual Property. Certain business names, logos, product and service names, designs, and slogans on Avalara’s website(s) or in the Service Material are trademarks of Avalara or its Affiliates and the other business names, logos, product and services names, designs, and slogans on Avalara’s website(s) and in the Service Material are trademarks of their respective owners. Customer shall not any use such marks without the prior written permission of Avalara or the respective owner.
- Avalara Rights. Avalara reserves the right, in its sole discretion, to (i) revise the Service Material; (ii) impose rules for and limits on use of, or access to, the Services; (iii) restrict Customer’s access to part, or all, of the Services without notice; or (iv) change, suspend, or discontinue any aspect of the Services. Avalara will not be liable to Customer or to any third party for taking any of these actions. Avalara reserves the right to suspend or terminate Customer’s access to the Services at any time for any reason, including as a result of a violation of these License Terms, without notice.
- Confidential Information
- Confidential Information. “Confidential Information” means all information designated by a Party or a Party’s Affiliate as confidential, or given the circumstances, would reasonably be understood by the Party receiving the confidential information, (the “Recipient”) to be confidential, regardless of the form of disclosure. Confidential Information includes, with respect to Avalara, the Service Material, Avalara Intellectual Property, and the Documentation, and with respect to Customer, all Customer Data and Customer’s Personal Information, and with respect to both the Parties, all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Party disclosing the confidential information (the “Discloser”).
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information then, if legally permitted, the Recipient shall promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 7(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by an agreement in writing, signed by both parties. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these License Terms and (ii) is fully responsible for such Representative’s or service provider’s disclosure and use of the Confidential Information and its compliance with the obligations of the Recipient under this Section 7(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information.
- Data Privacy.
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data (i) to fulfill its obligations to Customer under the Agreement; (ii) to provide customer support; (iii) for internal business purposes in order to maintain, evaluate, develop, and improve Avalara’s services; or (iv) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include personal information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of personal information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party shall be responsible for informing its own Representatives of the processing of their personal data as provided in the Agreement.
- Aggregate Data. Avalara may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer Data) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any Personal Information relating to Customer, Customer’s clients, Authorized Users, or customers, or other information that could reasonably identify a natural person or Customer.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws applicable to it, including applicable data protection legal requirements, for the purposes of these License Terms. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to, or publication of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with the following: (i) the U.K. Data Protection Act 2018 and the United Kingdom General Data Protection Act ("UK GDPR"); (ii) the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) and any applicable laws enacted by an EU member state implementing the requirements of GDPR; (iii) the Australian Privacy Act 1988 and National Privacy Principles; (iv) the Canadian Personal Information Protection and Electronic Documents Act; (v) the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. and implementing regulations (“CCPA”); (vi) any other existing or newly enacted Applicable Laws regarding privacy; and (vii) any amendments and successors to the foregoing. These License Terms and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara may use subcontractors to facilitate its obligations under these License Terms, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to these License Terms as though they were those of Avalara. Avalara shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- CCPA Service Provider. If Avalara processes Customer Data on behalf of Customer for the provision of the Services, the Parties acknowledge and agree that Avalara is a “Service Provider” as defined in the CCPA, and Customer Data may include personal information, as that term is defined by the CCPA (“CCPA Personal Information”). Avalara does not sell CCPA Personal Information. When Avalara processes CCPA Personal Information for or on behalf of Customer, Avalara collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in these License Terms, and for no other commercial purpose. Avalara certifies that it understands and will comply with the restrictions set forth in this Section 8 (CCPA Service Provider).
- Data Processing Addendum. To the extent that Avalara processes any Customer Personal Data (as defined in the Avalara Data Processing Addendum, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”)) and (i) the Customer Personal Data relates to individuals in the EEA or United Kingdom or (ii) the Customer is established in the EEA or United Kingdom, the Customer agrees that Avalara does so as a processor only and the parties agree to comply with the DPA.
- Disclaimer of Warranties; Limitation of Liability. The Services and the Service Material are made available to Customer on an "as is" and "as available" basis, unless otherwise specified in these License Terms. To the fullest extent permissible by applicable law, Avalara disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations or warranties that any governmental information (including, but not limited to, information regarding license requirements) is accurate, current, or applicable to Customer or Customer’s business. Avalara and its Affiliates cannot and do not accept any liability for delays, errors or omissions in the information provided by licensing authorities or other governmental or third-party information providers or their filing or recording systems. Avalara and its Affiliates expressly disclaim all liability for penalties, fees, or interest arising out of or relating to the preparation or filing, or failure or delay in filing, of any tax or license document. The remedies described in this section are Customer’s only remedies for any breach of warranty, covenant, or any other claim. Avalara's total liability arising out of the Services, whether on warranties, claim of negligence, or otherwise, shall not in any case exceed the Service fees for the Service giving rise to the claim, and Avalara shall not be liable to Customer or any third party for any incidental, consequential, or special damages.
- Communications. When Customer sends electronic messages to us, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about third party products or services and will do so in accordance with Avalara’s Privacy Policy. By registering for an account, sending us an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically, which may include receiving emails from Avalara or its partners. Customer may withdraw its consent at any time by sending an opt-out or unsubscribe notice to DataPrivacy@avalara.com.
- Links to Third Party Sites. Certain links in the Services may take you to third-party websites. Avalara provides these links only as a convenience to Customer and the use by Avalara of such links does not imply any warranty or endorsement of the third party, its products, services, or its website.
- No Third-Party Beneficiaries. These License Terms do not and are not intended to confer any rights or remedies upon any party except Customer and Avalara.
- Applicable Law, Jurisdiction, Venue. The laws of the State of New York will govern these License Terms and Customer’s use of the Services, and Service Material without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Services, Service Material, or these License Terms, both Customer and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in New York, New York.
- Compliance with NACHA Operating Rules. Customer’s responsibilities described in these License Terms 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.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; and
- 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.
- 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 these License Terms.
- To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
Effective October 27th 2023 to November 1st 2023
DownloadTable of Contents
Last updated January 1, 2023.
These Avalara License Service Terms and Conditions (“Terms”) govern Customer’s use of Avalara License Guidance, Avalara Sales Tax Registration, and Avalara License Preparation, and the purchase and use of any other Avalara services that refer to these Terms.
Please read these Terms carefully. These Terms are a legal agreement between Avalara (as defined below) and you (“Customer”) (each, a “Party”). By accessing or using the Services, Customer agrees to be bound by these Terms, including all terms incorporated into the Terms by reference. If Customer does not agree to the Terms, Customer must not access or use the Services.
Avalara periodically updates these Terms, and Customer must regularly review them. Avalara will post the effective date of any updates at the beginning of these Terms. By continuing to use the Services after an update, Customer agrees to the updated terms.
- Definitions. Unless otherwise defined in these Terms, capitalized terms have the following meaning:
- Avalara Services
- “Avalara License Guidance” means the Service where Avalara provides Customer with a report listing the initial Licenses and Registration required, including PDFs of or links to the form applications, for one line of business in one physical business location and provides information to enable Customer to complete the applications.
- “Avalara Sales Tax Registration” means the Service where Avalara collects Customer Data and prepares and files a Registration for one jurisdiction.
- “Avalara License Preparation” means the combination of the Avalara Sales Tax Registration Service and the Service where on a one-time basis, Avalara collects Customer Data and prepares the License forms for Customer to file the Licenses needed for one line of business in one physical location.
- “Avalara License Filing” means the combination of the Avalara Sales Tax Registration Service and the Service where on a one-time basis, Avalara collects Customer Data, and prepares and files the License forms needed for one line of business in one physical location, including for a Regulated Business, if applicable.
- Other Defined Terms.
- “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- “Avalara” means Avalara, Inc., a Washington corporation with offices located at 255 South King Street, Suite 1800, Seattle, WA 98104.
- “Customer Data” means any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s systems by Customer (or by Avalara on behalf of Customer) to use the Services.
- “Documentation” means Avalara’s user guides, training manuals, and other similar information, as updated or revised by Avalara from time to time, that Avalara provides to Customer at the following location: https://help.avalara.com (or a successor website that Avalara may designate from time to time).
- “Intellectual Property” means all trade secrets, inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
- “Licenses” means business licenses or permits.
- “Loss” means any liability, loss, settlement payment (including any settlement the Indemnitee agrees to pay, as long as it is in a written settlement approved by Indemnitor in writing), 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 resulting from the indemnified third-party claim.
- “Order Document” means a sales order or other document used to purchase Services from Avalara.
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Law.
- “Registration” means either one state or local sales tax registration.
- “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.
- “Representatives” means Customer’s directors, officers, employees, consultants, advisors, representatives, or agents.
- “Service Material” means the Avalara content and technology used in connection with providing Services to Customer, including applications, software, graphics, pictures, images, video, music, sound, data and files, trademarks, and patents. Service Material does not include Customer Data or Third-Party Applications.
- “Services” mean the Avalara License Guidance, Avalara Sales Tax Registration, Avalara License Preparation, and Avalara License Filing service offerings to which Customer subscribes, as specified in the applicable Order Document, and the Service Material provided from such service offerings.
- “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
- Avalara Services
- Services. Customer shall (a) pay the applicable service fees for the Services and (b) use the Services in compliance with any Documentation Avalara makes available to Customer that is applicable to the Services.
- Avalara License Guidance.
- Services. Avalara will prepare a report of the federal, state, county, or local Licenses and Registration needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for accurately completing and submitting to the relevant jurisdiction all License and Registration forms provided by Avalara, paying fees associated with those Licenses and Registration, and communicating with the relevant jurisdiction.
- Avalara Sales Tax Registration. Upon receipt of all necessary Customer Data, Avalara shall prepare and file one Registration and remit registration fees to the applicable jurisdiction. Registration fees for states only are included in the fee for the Service. Avalara will notify Customer if filing and registration fee remittance is not available from Avalara for a Registration (for example, for a local Registration), in which case, Avalara will provide the Registration application to Customer, and Customer shall file the Registration application and remit Registration fees directly to the applicable jurisdiction.
- Avalara License Preparation.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare the signature-ready forms for the federal, state, county, and local Licenses needed for one line of business in one physical location.
- Customer Responsibilities. Customer is solely responsible for reviewing and filing the License applications, remitting associated license fees, and communicating with the applicable jurisdictions.
- Exclusions. Avalara License Preparation supports compliance with the license requirements for non-regulated businesses only. For Regulated Businesses, Customer may be required to complete its order through a telephone call with an Avalara sales representative or via other means separate from the online ordering process and pay an additional fee.
- Avalara License Filing.
- Services. Upon receipt of all necessary Customer Data, Avalara shall (a) subject to Section 2(b), provide one Registration; and (b) prepare and file the forms for the federal, state, county, and local Licenses needed for one line of business in one physical location. Avalara will collect License and Registration fees from Customer and remit to the applicable jurisdiction on Customer’s behalf. Avalara will provide support with the jurisdiction for the License and Registration application process.
- 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 fees: (1) Avalara has no obligation to prepare or file the Licenses and Registrations; (2) Avalara will have no liability of any kind to Customer which arise 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(d)(iii).
- Authorization. By purchasing the Services described in this Section 2, Customer authorizes Avalara to prepare and file, where applicable, the Customer’s Licenses and Registrations. 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.
- Avalara License Guidance.
- Term and Termination. Services are noncancellable and nonrefundable. If Customer terminates the Service without cause before the Services are completed, Customer shall pay the full cost of the Services set forth in the Order Document. Except for Customer’s breach, if Avalara terminates Customer’s Services, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Services that Customer has not yet used at the time of termination. Avalara may immediately terminate or suspend Customer’s use of the Services or Service Material due to Customer’s breach of these Terms, and Customer shall not be entitled to a refund.
- Customer Obligations. Customer is responsible for (i) the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (ii) ensuring the information Customer provides in connection with the Services, such as billing information and purchase orders, is current, accurate, and complete; (iii) timely providing Avalara with Customer Data needed for Avalara to perform the Services; and (iv) ensuring their License and Registration fees are paid to the applicable jurisdiction except where otherwise provided. Customer shall comply with the Acceptable Use Policy, available at https://www.avalara.com/legal/acceptable-use, with all Documentation, and with all Applicable Laws. Avalara’s use of personal information of Customer’s Representatives is governed by the Avalara Privacy Policy, available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Customer agrees to be bound by the terms of the Avalara Privacy Policy and shall be responsible for informing Customer’s Representatives of the processing of their personal data.
- No Professional Tax Opinion or Legal Advice; No Guarantee. Although Avalara strives to ensure that the Service Material and any other information or data contained in the Services are current and accurate, Avalara is dependent on third parties, including state and local governmental agencies, to timely update and provide information that affects such Service Material. In addition, many regulations rapidly change and require interpretation by qualified tax professionals. Accordingly, Customer acknowledges and agrees that Avalara does not provide legal advice, including professional tax opinions or management advice, and that Customer’s use of the Services does not create any fiduciary obligations on the part of Avalara to Customer. In addition, Customer agrees that it uses and relies upon the Services at Customer’s own risk and Customer acknowledges that Avalara cannot guarantee that any Service Material contained in the Services is accurate or current. Customer bears full responsibility to determine the applicability of the output generated by the Services and to confirm its accuracy. Customer is encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
- Service Material; Limited License; Limited Use; Avalara Intellectual Property; Avalara Rights.
- Service Material. Service Material comes from a variety of sources. Some of this Service Material originates from Avalara, but much of the Service Material originates from other sources. For example, the forms for License applications or registrations available through the Services originate from the licensing authority for such License. Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation. Avalara is not responsible for and does not endorse any Service Material that does not originate from Avalara and cannot and does not accept any liability with respect to any such Service Material. All Service Material, including Service Material originating from Avalara, is provided to Customer “as is” for Customer’s use in accordance with these Terms only. Neither Avalara nor its suppliers or licensors make any representations or warranties with respect to any Service Material.
- Limited License. Customer is granted a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services and Service Material solely for Customer’s internal business operations in accordance with these Terms. Customer shall not copy, reproduce, distribute, circulate, publish, broadcast, display, sell, license, modify, create derivative works of or otherwise exploit any of the Service Material in any manner and for any purpose whatsoever without the prior written consent of Avalara, provided that Customer can make a reasonable number of copies of Service Material for use by Customer and its Representatives for Customer’s internal business purposes. Customer is responsible for (a) ensuring its Representatives that receive Service Material comply with these Terms and (b) any breach of these Terms by its Representatives. Customer represents and warrants that neither Customer or its Representatives is a competitor of Avalara. Customer shall not, directly or indirectly, permit any third party to use the Services or Service Material or offer or use the Services for the benefit of any third party. Customer shall not develop, market, license or sell a product or service which appropriates or uses any Service Material.
- Limited Use. If Customer orders Services that include the right to access and use a License or Registration application, Customer’s right to use that License or Registration application is limited to opening the application, completing the application, saving the application, printing the application, and making a reasonable number of copies of the application as required for filing the applicable License or Registration application and Customer’s internal records in connection with such License or Registration transaction. If Customer is unable to edit, print, and save a License or Registration application for a Service purchased and Avalara is unable to fix the issue, Avalara will edit the License or Registration application for Customer and email Customer a copy of the edited application.
- Avalara Intellectual Property. Avalara and Avalara’s licensors retain and own all right, title, and interest in the Services, the Service Material, the Documentation, Avalara’s Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Customer any ownership interest in Avalara’s Intellectual Property. Certain business names, logos, product and service names, designs, and slogans on Avalara’s website(s) or in the Service Material are trademarks of Avalara or its Affiliates and the other business names, logos, product and services names, designs, and slogans on Avalara’s website(s) and in the Service Material are trademarks of their respective owners. Customer shall not any use such marks without the prior written permission of Avalara or the respective owner.
- Avalara Rights. Avalara reserves the right, in its sole discretion, to (i) revise the Service Material; (ii) impose rules for and limits on use of, or access to, the Services; (iii) restrict Customer’s access to part, or all, of the Services without notice; or (iv) change, suspend, or discontinue any aspect of the Services. Avalara will not be liable to Customer or to any third party for taking any of these actions. Avalara reserves the right to suspend or terminate Customer’s access to the Services at any time for any reason, including as a result of a violation of these Terms, without notice.
- Confidential Information
- Confidential Information. “Confidential Information” means all information designated by a Party or a Party’s Affiliate as confidential, or given the circumstances, would reasonably be understood by the Party receiving the confidential information, (the “Recipient”) to be confidential, regardless of the form of disclosure. Confidential Information includes, with respect to Avalara, the Service Material, Avalara Intellectual Property, and the Documentation, and with respect to Customer, all Customer Data and Customer’s Personal Information, and with respect to both the Parties, all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Party disclosing the confidential information (the “Discloser”).
- Exclusions. Confidential Information does not include information that the Recipient can establish: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information then, if legally permitted, the Recipient shall promptly notify the Discloser in writing prior to making any such disclosure, in order to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 7(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by an agreement in writing, signed by both parties. The Recipient may disclose Confidential Information to a Representative or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Terms and (ii) is fully responsible for such Representative’s or service provider’s disclosure and use of the Confidential Information and its compliance with the obligations of the Recipient under this Section 7(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information.
- Data Privacy.
- Use of Customer Data. Avalara may retain, use, and disclose Customer Data (i) to fulfill its obligations to Customer under the Agreement; (ii) to provide customer support; (iii) for internal business purposes in order to maintain, evaluate, develop, and improve Avalara’s services; or (iv) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include personal information relating to an employee or other authorized Representative of Customer that is collected or received by Avalara in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Avalara’s use of personal information of such an employee or other Representative is governed by the Avalara Privacy Policy available at https://www.avalara.com/privacy-policy, which describes how to manage individual communication preferences. Each Party shall be responsible for informing its own Representatives of the processing of their personal data as provided in the Agreement.
- Aggregate Data. Avalara may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer Data) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any Personal Information relating to Customer, Customer’s clients, Authorized Users, or customers, or other information that could reasonably identify a natural person or Customer.
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws applicable to it, including applicable data protection legal requirements, for the purposes of these Terms. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to, or publication of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with the following: (i) the U.K. Data Protection Act 2018 and the United Kingdom General Data Protection Act ("UK GDPR"); (ii) the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) and any applicable laws enacted by an EU member state implementing the requirements of GDPR; (iii) the Australian Privacy Act 1988 and National Privacy Principles; (iv) the Canadian Personal Information Protection and Electronic Documents Act; (v) the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. and implementing regulations (“CCPA”); (vi) any other existing or newly enacted Applicable Laws regarding privacy; and (vii) any amendments and successors to the foregoing. These Terms and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara may use subcontractors to facilitate its obligations under these Terms, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to these Terms as though they were those of Avalara. Avalara shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- CCPA Service Provider. If Avalara processes Customer Data on behalf of Customer for the provision of the Services, the Parties acknowledge and agree that Avalara is a “Service Provider” as defined in the CCPA, and Customer Data may include personal information, as that term is defined by the CCPA (“CCPA Personal Information”). Avalara does not sell CCPA Personal Information. When Avalara processes CCPA Personal Information for or on behalf of Customer, Avalara collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in these Terms, and for no other commercial purpose. Avalara certifies that it understands and will comply with the restrictions set forth in this Section 8 (CCPA Service Provider).
- Data Processing Addendum. To the extent that Avalara processes any Customer Personal Data (as defined in the Avalara Data Processing Addendum, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”)) and (i) the Customer Personal Data relates to individuals in the EEA or United Kingdom or (ii) the Customer is established in the EEA or United Kingdom, the Customer agrees that Avalara does so as a processor only and the parties agree to comply with the DPA.
- Disclaimer of Warranties; Limitation of Liability. The Services and the Service Material are made available to Customer on an "as is" and "as available" basis, unless otherwise specified in these terms. To the fullest extent permissible by applicable law, Avalara disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Avalara specifically disclaims any representations or warranties that any governmental information (including, but not limited to, information regarding license requirements) is accurate, current, or applicable to Customer or Customer’s business. Avalara and its Affiliates cannot and do not accept any liability for delays, errors or omissions in the information provided by licensing authorities or other governmental or third-party information providers or their filing or recording systems. Avalara and its Affiliates expressly disclaim all liability for penalties, fees, or interest arising out of or relating to the preparation or filing, or failure or delay in filing, of any tax or license document. The remedies described in this section are Customer’s only remedies for any breach of warranty, covenant, or any other claim. Avalara's total liability arising out of the Services, whether on warranties, claim of negligence, or otherwise, shall not in any case exceed the Service fees for the Service giving rise to the claim, and Avalara shall not be liable to Customer or any third party for any incidental, consequential, or special damages.
- Communications. When Customer sends electronic messages to us, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about third party products or services and will do so in accordance with Avalara’s Privacy Policy. By registering for an account, sending us an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically, which may include receiving emails from Avalara or its partners. Customer may withdraw its consent at any time by sending an opt-out or unsubscribe notice to DataPrivacy@avalara.com.
- Links to Third Party Sites. Certain links in the Services may take you to third-party websites. Avalara provides these links only as a convenience to Customer and the use by Avalara of such links does not imply any warranty or endorsement of the third party, its products, services, or its website.
- No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any party except Customer and Avalara.
- Applicable Law, Jurisdiction, Venue. The laws of the State of New York will govern these Terms and Customer’s use of the Services, and Service Material without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Services, Service Material, or these Terms, both Customer and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in New York, New York.
- Compliance with NACHA Operating Rules. Customer’s responsibilities described in these Terms 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.
- Customer will comply with all applicable requirements under the then-current version of the NACHA Operating Rules; and
- 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.
- 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 these Terms.
- To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
Managed Returns for Accountants
Effective November 1st 2023
DownloadTable of Contents
U.S. and Canada Returns
These Managed Returns for Accountants Service-Specific Supplemental Terms (“MRA Terms”) govern Tax Preparer’s purchase and use of Managed Returns for Accountants. These MRA 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 MRA Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Client” means the Party for whom the Tax Preparer directs Avalara to prepare and file Returns and remit Taxes.
- “Client Account” means the Account that Avalara enables for the Tax Preparer to facilitate delivery of Services to the Client.
- “Tax Preparer” means the Party who manages both the Tax Preparer Account and the Client Account and pays Avalara for the Service. Tax Preparer is deemed a “Customer” under the Terms.
- “Tax Preparer Account” means the Account that Avalara enables for the Tax Preparer to access the Service.
- Use of the Services.
- Tax Preparer Account Setup. Avalara grants Tax Preparer a nonexclusive, nontransferable, worldwide right to access and use the Services during the Term, solely for Tax Preparer’s internal business operations. For purposes of Tax Preparer’s use of MRA, “internal business operations” include the preparation and filing of Returns by Tax Preparer for Clients. Avalara will charge usage of the Services for Client to the Tax Preparer Account, subject to the following conditions and limitations:
- Tax Preparer shall only provide the Services to Client in conjunction with that Client’s purchase of Tax Preparer’s other offerings, and Tax Preparer shall not (A) resell the Services on a standalone basis, nor (B) provide separate line item pricing for the Services when charging Clients. Tax Preparer must be in the business of providing accounting or tax advisory services as part of its standard offerings in addition to providing tax preparation services to its clients. Avalara’s fees for the Services are Confidential Information under the Terms.
- Subject to this Section 2, Tax Preparer will display mutually agreed Avalara branded marketing in conjunction with offering MRA, including Avalara branding on reporting provided to Client. Tax Preparer will not modify or remove from any reporting or information that Tax Preparer generates from the Service the Avalara logo or statement with attribution to Avalara, e.g., “Powered by Avalara,” in the form provided by Avalara.
- Tax Preparer shall solely control the Tax Preparer Account, shall not permit Client to access the administrative console, and shall not disclose the Tax Preparer Account access credentials to Client.
- Tax Preparer will ensure that Client (A) executes a power of attorney that contains Client’s agreement with the Avalara Managed Returns for Accountants Service-Specific Supplemental Terms for Clients located at https://www.avalara.com/MRA-client-terms (“MRA Client Terms”) and (B) provides a Bank Account as required and defined under the MRA Client Terms. Avalara will only file Returns and remit Tax Funds for Client after Client has executed a Client agreement and powers of attorney and provided a Bank Account.
- Tax Preparer shall provide support for Clients, including support for all substantive tax issues. Tax Preparer shall ensure Client’s Tax Data is submitted to Avalara in the format specified by Avalara. Tax Preparer shall purchase the level of support commensurate with the number of estimated Clients for the applicable Subscription Term solely for its own use. Clients may purchase customer support and Services from Avalara subject to fees and terms set in Avalara’s sole discretion.
- Tax Preparer shall purchase and complete platform tier one training, which includes onboarding Clients, tier one support triage, and Avalara product training, before using the Tax Preparer Account.
- Tax Preparer shall procure any rights needed to share any Client information, including the Onboarding Requirements described in Section 2(d) below, with Avalara prior to disclosure to Avalara.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party but Avalara and Tax Preparer.
- 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 claims relating solely to Customer’s services or under terms between Customer and its Clients. Client claims are excluded from Section 10(a) of the Terms (Indemnification by Avalara).
- Client Account Setup. Tax Preparer shall set up Client Accounts (the “Onboarding Requirements”). Such information includes: (i) a list of taxing jurisdictions for preparation of each Client’s Returns (as defined in Section 4(a) below) (each, a “Filing Jurisdiction”); (ii) the dates for filing Returns in each of the Filing Jurisdictions (the “Filing Calendar”); (iii) the entities (e.g., Client 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 and access each Filing Entity’s account in that Filing Jurisdiction (the “Jurisdiction Account Information”); (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara; (vi) completed powers of attorney for each Filing Entity, including the power of attorney described in Section 3(a) of the MRA Client Terms; and (vii) other information necessary to properly configure each Client Account and prepare the Returns. Tax Preparer is responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Client’s Jurisdiction Account Information (collectively, the “Filing Information”), and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Changes to Filing Information. Tax Preparer shall review Clients’ Filing Information periodically and shall promptly communicate any changes to Avalara. Tax Preparer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.
- License. Avalara grants Tax Preparer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Tax Preparer solely (i) for Clients’ internal business operations in connection with the specific Return for which it was provided and (ii) to assist the applicable Client with its compliance inquiries.
- Tax Preparer Account Setup. Avalara grants Tax Preparer a nonexclusive, nontransferable, worldwide right to access and use the Services during the Term, solely for Tax Preparer’s internal business operations. For purposes of Tax Preparer’s use of MRA, “internal business operations” include the preparation and filing of Returns by Tax Preparer for Clients. Avalara will charge usage of the Services for Client to the Tax Preparer Account, subject to the following conditions and limitations:
- Tax Preparer Obligations.
- Tax Data. Tax Preparer shall ensure the accuracy and completeness of all the data necessary to properly complete Returns (the “Tax Data”) and all Filing Information. Tax Preparer shall transmit to Avalara via the method designated by Avalara all Tax Data for its Clients’ Returns before the Tax Liability Approval Deadline (as defined in Section 3(b) below). However, Tax Preparers utilizing Avalara for Data Transformation Services shall deliver all Tax Data to Avalara by the fifth calendar day of the month in which the Tax Data is to be reported to the Filing Jurisdictions. “Data Transformation Services” are services where Avalara personnel convert Client’s transactional data that meets Avalara’s minimum transactional data requirements into a complete data set that permits import into the Client Account. Data Transformation Services are performed at Tax Preparer’s direction and expense, pursuant to an Order Document, and the resulting data set is part of Client’s Tax Data.
- Tax Liability. Tax Preparer will be able to view and approve each Client’s tax liabilities to Filing Jurisdictions, which are based on the Tax Data (each, a “Tax Liability”). Tax Preparer is solely responsible for the accuracy and completeness of each Client’s Tax Liability and may modify its Tax Liability up to the deadline specified in the Documentation for Returns to be filed in that month (“Tax Liability Approval Deadline”). Clients’ Tax Liabilities are updated daily to include new or edited data until the earlier of approval by the Tax Preparer or the Tax Liability Approval Deadline. After the Tax Liability Approval Deadline, each Client’s Tax Liability is locked and deemed approved by Tax Preparer. Client Accounts will display any tax amounts due (the “Taxes”) based on the approved Tax Liability.
- Funding. Tax Preparer shall timely communicate funding deadlines and Tax Fund amounts to Clients. Avalara may refuse to provide any services related to Client and Client Account if Client fails to timely or sufficiently make Tax Funds available.
- Avalara Obligations.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the applicable Filing Jurisdictions. Avalara may begin filing a Return as soon as Tax Preparer approves the related Tax Liability. Each (i) standard sales and use tax return filing, (ii) Non-Standard Form (defined below), or (iii) prepayment mandated by a Filing Jurisdiction and submitted without (i) or (ii) prepared for one Filing Jurisdiction for one filing period will count as one “Return.”
- Funding. Avalara will remit Taxes for the applicable Filing Entities in the Filing Jurisdictions, provided Client has timely made Tax Funds available. Avalara will not provide funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting, Avalara will remit the Return(s) without payment.
- Avalara will draw upon the Bank Account to pay the Taxes. Typically, these draws occur between the 11th and 14th day of the month but may occur without notice at any time after the Tax Liability Approval Deadline. Notwithstanding the foregoing, if Client owes any prepayments to Filing Jurisdictions, the draw may occur earlier.
- Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.
- Carry-over Credits. If a Filing Entity has a tax liability credit in Avalara’s records (a “Carry-over Credit”) due to a credit invoice corresponding to a particular Filing Jurisdiction, Avalara will apply the Carry-over Credit to the next Return for that Filing Entity in that Filing Jurisdiction with a liability equal to or in excess of the Carry-over Credit, provided that if it cannot be applied within the timeframe listed in the Documentation, the Carry-over Credit will expire and Tax Preparer or Client must file an amended Return with the Filing Jurisdiction if it wishes to recover the liability associated with the credit invoice.
- Notice Management. Tax Preparer or Client will receive all notices relating to Client’s Returns directly from Filing Jurisdictions. Some notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others are error notices relating to Returns. In the Documentation, Avalara provides recommended actions for Tax Preparers or Clients to resolve informational notices. During the Subscription Term, for any error notice relating to a Return filed or Taxes remitted by Avalara, Tax Preparer shall immediately, and not later than 10 business days after the date of such notice, electronically deliver such notice to Avalara. Such notice must be submitted by following the instructions in the Documentation. During the Subscription Term, Avalara will respond to notices for Returns filed and Taxes remitted by Avalara. In the case of notices received by Avalara more than 10 business days after the date of the notice, Avalara may delay response or not respond or, if Tax Preparer asks Avalara to expedite the notice response and Avalara agrees, charge an additional fee to expedite the notice response. Tax Preparer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.
- Returns Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed (the “Returns Guarantee”) under the following terms:
- If Client 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 a Return it was obligated to file or to timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Client (and not Tax Preparer) 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 portion of the fees paid or payable by Tax Preparer to Avalara attributable to that Client’s use of the Service in the 12-month period immediately preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the Returns Guarantee:
- Tax Preparer and Client must have both met all of their obligations under the Terms, these MRA Terms, and the MRA Client Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely providing all Tax Funds; and timely paying fees. To the extent the Avalara Error was caused by either Client’s or Tax Preparer’s failure to perform any of the obligations in these MRA Terms or the Terms, the Returns Guarantee will not apply.
- Neither Tax Preparer nor Client requested changes to Client’s Tax Liability after the Tax Liability Approval Deadline.
- All notices and relevant information were promptly forwarded from the Filing Jurisdiction to Avalara within 10 days of the date of the notice.
- Tax Preparer and Client must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Tax Preparer and Client must assist Avalara’s efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the fees paid that are eligible for the Returns Guarantee payment, the amount will be the fees actually paid by Tax Preparer to Avalara for Returns attributable to that Client’s use of the Service, and the time period will be the 12-month period 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 do not include any activation fees, fees for ancillary Professional Services, any other one-time fees, or any fees paid by Client to Tax Preparer.
- If the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this 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 will make the Returns Guarantee payment 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 Client’s and Tax Preparer’s obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Tax Preparer must have a current subscription in good standing and the Client Account must be in good standing with Avalara when the claim is submitted to Avalara to be eligible to receive payment under this Returns Guarantee.
- Avalara Data Storage - Returns.
- Included Storage. Avalara Managed Returns for Accountants includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Service-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in increments of 25,000 (each increment, a “Storage Unit”).
- Fees. Tax Preparer agrees to pay fees based on Tax Preparer’s subscription plan and usage. Tax Preparer shall participate in Avalara’s automatic payment option and either authorizes Avalara to draw from the Bank Account by ACH transfer to pay fees and Expenses or will designate another automatic payment method for fees and Expenses.
- Per-Return Fees. The per-Return fee specified in Tax Preparer’s subscription plan is based on Tax Preparer’s estimated annual usage. Avalara reserves the right to adjust Tax Preparer’s per-Return fee at the beginning of any Renewal Subscription Term if the actual number of Returns prepared during the Subscription Term just ended is fewer than the minimum number included in Tax Preparer’s subscription plan. For example, if Tax Preparer’s plan requires Tax Preparer to file at least 361 Returns each year, but Tax Preparer files only 100 Returns in a given year, then, effective upon the start of any Renewal Subscription Term, Avalara may adjust the per-Return fee charged to Tax Preparer to the then-applicable per-Return fee for the subscription plan that pertains to filing 100 Returns per year.
- Minimum Monthly Fee. If Tax Preparer has purchased a subscription plan with a minimum number of annual Returns required, Avalara reserves the right to begin billing Tax Preparer a monthly minimum fee (“Minimum Returns Fee”) if Tax Preparer has not provided to Avalara the Onboarding Requirements within 90 days following the Effective Date (“Commencement Deadline”). Tax Preparer’s Minimum Returns Fee is calculated using the lowest number of Returns required to be filed under Tax Preparer’s subscription plan multiplied by the per-Return fee under that plan, divided by 12 and rounded up to the nearest dollar. For example, if Tax Preparer has not filed a Return by the Commencement Deadline and Tax Preparer is required to file at least 13 Returns each year with a per-Return fee of $64, then Avalara will charge Tax Preparer’s payment information on file a $69 fee ((13 x $64)/12) in the calendar month following the Commencement Deadline and for each month thereafter until Tax Preparer completes the Onboarding Requirements. Avalara will stop charging Tax Preparer the Minimum Returns Fee when Tax Preparer completes the Onboarding Requirements and begins filing Returns.
- Avalara Cancellation Option. If Tax Preparer has not begun filing Returns by the Commencement Deadline, Avalara reserves the right to cancel Tax Preparer’s subscription and retain all prepaid, unused fees for the cancelled Service.
- Overage Charge. If Tax Preparer exceeds the number of Returns included in Tax Preparer’s subscription plan and continues utilizing the Service without upgrading to a higher tier, Tax Preparer will be charged for any additional Returns at the per-Return price associated with Tax Preparer’s purchased subscription tier through the end of the Subscription Term.
- Non-Standard Forms. If Tax Preparer requests (i) a form that is not offered by Avalara as a standard sales and use tax return; or (ii) a standard sales and use tax return that requires non-standard modifications to the standard sale and use tax return form (each a “Non-Standard Form”), Tax Preparer shall pay Avalara’s then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form (one quarter hour minimum per Non-Standard Form).
- Additional Fees. If Tax Preparer fails to timely and completely provide accurate Onboarding Requirements, Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these MRA Terms, or if Tax Preparer requires a change to the standard process described in these Return Terms, Avalara may charge Tax Preparer additional fees. For example, Avalara may charge a fee: (i) if Tax Preparer does not provide Tax Funds prior to the deadline; (ii) for Avalara to unlock Tax Preparer’s Tax Liability after it has been approved by Tax Preparer; (iii) for Avalara to change or reconcile requests received after the Tax Liability Approval Deadline; (iv) for Avalara to change the funding process because Tax Preparer has not timely funded the Bank Account; or (v) for Avalara to make a change to Tax Preparer’s Tax Liability, Filing Information, Return(s), Tax Data, Tax Funds to be remitted, or any other standard process.
- No Automatic Upgrade. Tax Preparer’s subscription will not be automatically upgraded to the next highest subscription tier.
- Marketing.
- Marketing. If applicable, the Parties will issue a joint press release announcing the relationship. Tax Preparer will advertise the availability of the Service on Tax Preparer’s website and in communications to prospects and clients. Avalara may use Partner’s Marks to promote the relationship on its website and in general marketing. Press releases require the other Party’s prior written approval.
- Free AvaTax Test Account. Subject to the Terms, if applicable, Avalara will provide an AvaTax account for testing and demonstrations for potential End Users of the Service, but not for calculating transaction taxes or preparing Returns for Tax Preparer (the “Not for Resale Account,” or the “NFR Account”).
- Intellectual Property Rights. In conducting any marketing activities under this Agreement, Tax Preparer shall use only those marketing materials that Avalara provides (either directly or through styleguide.avalara.com) or approves in writing (“Avalara Assets”). Each Party shall use the other Party’s trademarks, trade names, marks, and logos (“Marks”) in compliance with all guidelines provided. Avalara’s Marks include the Avalara Assets. Neither Party shall modify the other Party’s Marks without prior written approval. Each Party grants the other Party a limited, non-exclusive, non-transferable, non-assignable, revocable right to display the Marks solely to fulfill its obligations under the Agreement. This license terminates automatically when the Agreement terminates. Notwithstanding the forgoing, each Party retains all right, title, and interest in its Marks, and nothing in this Agreement confers any right of ownership in a Party’s Marks on the other Party, and all use of them inures to owning Party’s benefit.
- Termination. Notwithstanding anything to the contrary in the Terms, the Subscription Term for Tax Preparer’s subscription will terminate on the last calendar day of the month in which the Subscription Term would otherwise have terminated under the Terms. Tax Preparer may instruct Avalara not to file a Client’s Returns in that or any other month by revising that Client’s Filing Calendar.
- Compliance with NACHA Operating Rules. Avalara reserves the right to refuse to provide services to any Client for non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Client and Tax Preparer of its non-compliance.
Effective October 28th 2023 to November 1st 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
U.S. and Canada Returns
Last updated May 1, 2023.
These Avalara Managed Returns for Accountants Supplemental Terms (“MRA Terms”) govern Tax Preparer’s purchase and use of Avalara Managed Returns for Accountants. These MRA 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 MRA Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Client” means the Party for whom the Tax Preparer directs Avalara to prepare and file Returns and remit Taxes.
- “Client Account” means the Account that Avalara enables for the Tax Preparer to facilitate delivery of Services to the Client.
- “Tax Preparer” means the Party who manages both the Tax Preparer Account and the Client Account and pays Avalara for the Service. Tax Preparer is deemed a “Customer” under the Terms.
- “Tax Preparer Account” means the Account that Avalara enables for the Tax Preparer to access the Service.
- Use of the Services.
- Tax Preparer Account Setup. Avalara grants Tax Preparer a nonexclusive, nontransferable, worldwide right to access and use the Services during the Term, solely for Tax Preparer’s internal business operations. For purposes of Tax Preparer’s use of MRA, “internal business operations” include the preparation and filing of Returns by Tax Preparer for Clients. Avalara will charge usage of the Services for Client to the Tax Preparer Account, subject to the following conditions and limitations:
- Tax Preparer shall only provide the Services to Client in conjunction with that Client’s purchase of Tax Preparer’s other offerings, and Tax Preparer shall not (A) resell the Services on a standalone basis, nor (B) provide separate line item pricing for the Services when charging Clients. Tax Preparer must be in the business of providing accounting or tax advisory services as part of its standard offerings in addition to providing tax preparation services to its clients. Avalara’s fees for the Services are Confidential Information under the Terms.
- Subject to this Section 2, Tax Preparer will display mutually agreed Avalara branded marketing in conjunction with offering MRA, including Avalara branding on reporting provided to Client. Tax Preparer will not modify or remove from any reporting or information that Tax Preparer generates from the Service the Avalara logo or statement with attribution to Avalara, e.g., “Powered by Avalara,” in the form provided by Avalara.
- Tax Preparer shall solely control the Tax Preparer Account, shall not permit Client to access the Avalara Returns administrative console, and shall not disclose the Tax Preparer Account access credentials to Client.
- Tax Preparer will ensure that Client (A) executes a power of attorney that contains Client’s agreement with the Avalara Managed Returns for Accountants Product-Specific Supplemental Terms for Clients located at https://www.avalara.com/MRA-client-terms (“MRA Client Terms”) and (B) provides a Bank Account as required and defined under the MRA Client Terms. Avalara will only file Returns and remit Tax Funds for Client after Client has executed a Client agreement and powers of attorney and provided a Bank Account.
- Tax Preparer shall provide support for Clients, including support for all substantive tax issues. Tax Preparer shall ensure Client’s Tax Data is submitted to Avalara in the format specified by Avalara. Tax Preparer shall purchase the level of support commensurate with the number of estimated Clients for the applicable Subscription Term solely for its own use. Clients may purchase customer support and Services from Avalara subject to fees and terms set in Avalara’s sole discretion.
- Tax Preparer shall purchase and complete platform tier one training, which includes onboarding Clients, tier one support triage, and Avalara product training, before using the Tax Preparer Account.
- Tax Preparer shall procure any rights needed to share any Client information, including the Onboarding Requirements described in Section 2(d) below, with Avalara prior to disclosure to Avalara.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party but Avalara and Tax Preparer.
- 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 claims relating solely to Customer’s services or under terms between Customer and its Clients. Client claims are excluded from Section 10(a) of the Terms (Indemnification by Avalara).
- Client Account Setup. Tax Preparer shall set up Client Accounts (the “Onboarding Requirements”). Such information includes: (i) a list of taxing jurisdictions for preparation of each Client’s Returns (as defined in Section 4(a) below) (each, a “Filing Jurisdiction”); (ii) the dates for filing Returns in each of the Filing Jurisdictions (the “Filing Calendar”); (iii) the entities (e.g., Client 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 and access each Filing Entity’s account in that Filing Jurisdiction (the “Jurisdiction Account Information”); (v) copies of each Filing Entity’s previous filings in the Filing Jurisdictions, as requested by Avalara; (vi) completed powers of attorney for each Filing Entity, including the power of attorney described in Section 3(a) of the MRA Client Terms; and (vii) other information necessary to properly configure each Client Account and prepare the Returns. Tax Preparer is responsible for timely providing and maintaining accurate, complete, and current information regarding the Filing Jurisdictions, the Filing Calendar, the Filing Entities, and the Client’s Jurisdiction Account Information (collectively, the “Filing Information”), and Avalara has no obligation to audit, verify, correct, or maintain any Filing Information.
- Changes to Filing Information. Tax Preparer shall review Clients’ Filing Information periodically and shall promptly communicate any changes to Avalara. Tax Preparer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.
- License. Avalara grants Tax Preparer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Tax Preparer solely (i) for Clients’ internal business operations in connection with the specific Return for which it was provided and (ii) to assist the applicable Client with its compliance inquiries.
- Tax Preparer Account Setup. Avalara grants Tax Preparer a nonexclusive, nontransferable, worldwide right to access and use the Services during the Term, solely for Tax Preparer’s internal business operations. For purposes of Tax Preparer’s use of MRA, “internal business operations” include the preparation and filing of Returns by Tax Preparer for Clients. Avalara will charge usage of the Services for Client to the Tax Preparer Account, subject to the following conditions and limitations:
- Tax Preparer Obligations.
- Tax Data. Tax Preparer shall ensure the accuracy and completeness of all the data necessary to properly complete Returns (the “Tax Data”) and all Filing Information. Tax Preparer shall transmit to Avalara via the method designated by Avalara all Tax Data for its Clients’ Returns before the Tax Liability Approval Deadline (as defined in Section 3(b) below). However, Tax Preparers utilizing Avalara for Data Transformation Services shall deliver all Tax Data to Avalara by the fifth calendar day of the month in which the Tax Data is to be reported to the Filing Jurisdictions. “Data Transformation Services” are services where Avalara personnel convert Client’s transactional data that meets Avalara’s minimum transactional data requirements into a complete data set that permits import into the Client Account. Data Transformation Services are performed at Tax Preparer’s direction and expense, pursuant to an Order Document, and the resulting data set is part of Client’s Tax Data.
- Tax Liability. Tax Preparer will be able to view and approve each Client’s tax liabilities to Filing Jurisdictions, which are based on the Tax Data (each, a “Tax Liability”). Tax Preparer is solely responsible for the accuracy and completeness of each Client’s Tax Liability and may modify its Tax Liability up to the deadline specified in the Documentation for Returns to be filed in that month (“Tax Liability Approval Deadline”). Clients’ Tax Liabilities are updated daily to include new or edited data until the earlier of approval by the Tax Preparer or the Tax Liability Approval Deadline. After the Tax Liability Approval Deadline, each Client’s Tax Liability is locked and deemed approved by Tax Preparer. Client Accounts will display any tax amounts due (the “Taxes”) based on the approved Tax Liability.
- Funding. Tax Preparer shall timely communicate funding deadlines and Tax Fund amounts to Clients. Avalara may refuse to provide any services related to Client and Client Account if Client fails to timely or sufficiently make Tax Funds available.
- Avalara Obligations.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the applicable Filing Jurisdictions. Avalara may begin filing a Return as soon as Tax Preparer approves the related Tax Liability. Each (i) standard sales and use tax return filing, (ii) Non-Standard Form (defined below), or (iii) prepayment mandated by a Filing Jurisdiction and submitted without (i) or (ii) prepared for one Filing Jurisdiction for one filing period will count as one “Return.”
- Funding. Avalara will remit Taxes for the applicable Filing Entities in the Filing Jurisdictions, provided Client has timely made Tax Funds available. Avalara will not provide funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting, Avalara will remit the Return(s) without payment.
- Avalara will draw upon the Bank Account to pay the Taxes. Typically, these draws occur between the 11th and 14th day of the month but may occur without notice at any time after the Tax Liability Approval Deadline. Notwithstanding the foregoing, if Client owes any prepayments to Filing Jurisdictions, the draw may occur earlier.
- Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.
- Carry-over Credits. If a Filing Entity has a tax liability credit in Avalara’s records (a “Carry-over Credit”) due to a credit invoice corresponding to a particular Filing Jurisdiction, Avalara will apply the Carry-over Credit to the next Return for that Filing Entity in that Filing Jurisdiction with a liability equal to or in excess of the Carry-over Credit, provided that if it cannot be applied within the timeframe listed in the Documentation, the Carry-over Credit will expire and Tax Preparer or Client must file an amended Return with the Filing Jurisdiction if it wishes to recover the liability associated with the credit invoice.
- Notice Management. Tax Preparer or Client will receive all notices relating to Client’s Returns directly from Filing Jurisdictions. Some notices are informational in nature (for example, changes to the Filing Calendar or tax rate changes) while others are error notices relating to Returns. In the Documentation, Avalara provides recommended actions for Tax Preparers or Clients to resolve informational notices. During the Subscription Term, for any error notice relating to a Return filed or Taxes remitted by Avalara, Tax Preparer shall immediately, and not later than 10 business days after the date of such notice, electronically deliver such notice to Avalara. Such notice must be submitted by following the instructions in the Documentation. During the Subscription Term, Avalara will respond to notices for Returns filed and Taxes remitted by Avalara. In the case of notices received by Avalara more than 10 business days after the date of the notice, Avalara may delay response or not respond or, if Tax Preparer asks Avalara to expedite the notice response and Avalara agrees, charge an additional fee to expedite the notice response. Tax Preparer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.
- Returns Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed through Avalara Returns (the “Returns Guarantee”) under the following terms:
- If Client 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 a Return it was obligated to file or to timely remit Taxes it was obligated to remit (an “Avalara Error”), Avalara will pay Client (and not Tax Preparer) 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 portion of the fees paid or payable by Tax Preparer to Avalara attributable to that Client’s use of Avalara Returns in the 12-month period immediately preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the Returns Guarantee:
- Tax Preparer and Client must have both met all of their obligations under the Terms, these MRA Terms, and the MRA Client Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely providing all Tax Funds; and timely paying Avalara Returns fees. To the extent the Avalara Error was caused by either Client’s or Tax Preparer’s failure to perform any of the obligations in these MRA Terms or the Terms, the Returns Guarantee will not apply.
- Neither Tax Preparer nor Client requested changes to Client’s Tax Liability after the Tax Liability Approval Deadline.
- All notices and relevant information were promptly forwarded from the Filing Jurisdiction to Avalara within 10 days of the date of the notice.
- Tax Preparer and Client must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Tax Preparer and Client must assist Avalara’s efforts to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the Avalara Returns fees paid that are eligible for the Returns Guarantee payment, the amount will be the fees actually paid by Tax Preparer to Avalara for Avalara Returns attributable to that Client’s use of Avalara Returns, and the time period will be the 12-month period 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 Returns do not include any activation fees, fees for ancillary Professional Services, any other one-time fees, or any fees paid by Client to Tax Preparer.
- If the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this 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 will make the Returns Guarantee payment 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 Client’s and Tax Preparer’s obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Tax Preparer must have a current Avalara Returns subscription in good standing and the Client Account must be in good standing with Avalara when the claim is submitted to Avalara to be eligible to receive payment under this Returns Guarantee.
- Avalara Data Storage - Returns.
- Included Storage. Avalara Managed Returns for Accountants includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Product-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in increments of 25,000 (each increment, a “Storage Unit”).
- Fees. Tax Preparer agrees to pay fees for Avalara Returns based on Tax Preparer’s subscription plan and usage of Avalara Returns. Tax Preparer shall participate in Avalara’s automatic payment option for Avalara Returns and either authorizes Avalara to draw from the Bank Account by ACH transfer to pay Avalara Returns fees and Expenses or will designate another automatic payment method for Avalara Returns fees and Expenses.
- Per-Return Fees. The per-Return fee specified in Tax Preparer’s subscription plan is based on Tax Preparer’s estimated annual usage. Avalara reserves the right to adjust Tax Preparer’s per-Return fee at the beginning of any Renewal Subscription Term if the actual number of Returns prepared during the Subscription Term just ended is fewer than the minimum number included in Tax Preparer’s Avalara Returns subscription plan. For example, if Tax Preparer’s Avalara Returns plan requires Tax Preparer to file at least 361 Returns each year, but Tax Preparer files only 100 Returns in a given year, then, effective upon the start of any Renewal Subscription Term, Avalara may adjust the per-Return fee charged to Tax Preparer to the then-applicable per-Return fee for the Avalara Returns subscription plan that pertains to filing 100 Returns per year.
- Minimum Monthly Fee. If Tax Preparer has purchased a subscription plan with a minimum number of annual Returns required, Avalara reserves the right to begin billing Tax Preparer a monthly minimum Avalara Returns fee (“Minimum Returns Fee”) if Tax Preparer has not provided to Avalara the Onboarding Requirements within 90 days following the Effective Date (“Avalara Returns Commencement Deadline”). Tax Preparer’s Minimum Returns Fee is calculated using the lowest number of Returns required to be filed under Tax Preparer’s subscription plan multiplied by the per-Return fee under that plan, divided by 12 and rounded up to the nearest dollar. For example, if Tax Preparer has not filed a Return by the Avalara Returns Commencement Deadline and Tax Preparer is required to file at least 13 Returns each year with a per-Return fee of $54, then Avalara will charge Tax Preparer’s payment information on file a $59 fee ((13 x $54)/12) in the calendar month following the Avalara Returns Commencement Deadline and for each month thereafter until Tax Preparer completes the Onboarding Requirements. Avalara will stop charging Tax Preparer the Minimum Returns Fee when Tax Preparer completes the Onboarding Requirements and begins filing Returns.
- Avalara Cancellation Option. If Tax Preparer has not begun filing Returns by the Avalara Returns Commencement Deadline, Avalara reserves the right to cancel Tax Preparer’s Avalara Returns subscription and retain all prepaid, unused fees for the cancelled Service.
- Overage Charge. If Tax Preparer exceeds the number of Returns included in Tax Preparer’s Avalara Returns subscription plan and continues utilizing Avalara Returns without upgrading to a higher tier, Tax Preparer will be charged for any additional Returns at the per-Return price associated with Tax Preparer’s purchased subscription tier through the end of the Subscription Term.
- Non-Standard Forms. If Tax Preparer requests (i) a form that is not offered by Avalara as a standard sales and use tax return; or (ii) a standard sales and use tax return that requires non-standard modifications to the standard sale and use tax return form (each a “Non-Standard Form”), Tax Preparer shall pay Avalara’s then-current per-hour rate in quarter-hour increments for preparation and filing of the Non-Standard Form (one quarter hour minimum per Non-Standard Form).
- Additional Fees. If Tax Preparer fails to timely and completely provide accurate Onboarding Requirements, Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these MRA Terms, or if Tax Preparer requires a change to the standard process described in these Return Terms, Avalara may charge Tax Preparer additional fees. For example, Avalara may charge a fee: (i) if Tax Preparer does not provide Tax Funds prior to the deadline; (ii) for Avalara to unlock Tax Preparer’s Tax Liability after it has been approved by Tax Preparer; (iii) for Avalara to change or reconcile requests received after the Tax Liability Approval Deadline; (iv) for Avalara to change the funding process because Tax Preparer has not timely funded the Bank Account; or (v) for Avalara to make a change to Tax Preparer’s Tax Liability, Filing Information, Return(s), Tax Data, Tax Funds to be remitted, or any other standard process.
- No Automatic Upgrade. Tax Preparer’s Avalara Returns subscription will not be automatically upgraded to the next highest subscription tier.
- Marketing.
- Marketing. If applicable, the Parties will issue a joint press release announcing the relationship. Tax Preparer will advertise the availability of Avalara Returns on Tax Preparer’s website and in communications to prospects and clients. Avalara may use Partner’s Marks to promote the relationship on its website and in general marketing. Press releases require the other Party’s prior written approval.
- Free AvaTax Test Account. Subject to the Terms, if applicable, Avalara will provide an AvaTax account for testing and demonstrations for potential End Users of the Service, but not for calculating transaction taxes or preparing Returns for Tax Preparer (the “Not for Resale Account,” or the “NFR Account”).
- Intellectual Property Rights. In conducting any marketing activities under this Agreement, Tax Preparer shall use only those marketing materials that Avalara provides (either directly or through styleguide.avalara.com) or approves in writing (“Avalara Assets”). Each Party shall use the other Party’s trademarks, trade names, marks, and logos (“Marks”) in compliance with all guidelines provided. Avalara’s Marks include the Avalara Assets. Neither Party shall modify the other Party’s Marks without prior written approval. Each Party grants the other Party a limited, non-exclusive, non-transferable, non-assignable, revocable right to display the Marks solely to fulfill its obligations under the Agreement. This license terminates automatically when the Agreement terminates. Notwithstanding the forgoing, each Party retains all right, title, and interest in its Marks, and nothing in this Agreement confers any right of ownership in a Party’s Marks on the other Party, and all use of them inures to owning Party’s benefit.
- Termination. Notwithstanding anything to the contrary in the Terms, the Subscription Term for Tax Preparer’s Avalara Returns subscription will terminate on the last calendar day of the month in which the Subscription Term would otherwise have terminated under the Terms. Tax Preparer may instruct Avalara not to file a Client’s Returns in that or any other month by revising that Client’s Filing Calendar.
- Compliance with NACHA Operating Rules. Avalara reserves the right to refuse to provide services to any Client for non-compliance with the NACHA Operating Rules if such breach or non-compliance is not cured within 10 days of Avalara first notifying Client and Tax Preparer of its non-compliance.
Managed Returns For Insurance
Effective November 1st 2023
DownloadTable of Contents
These Managed Returns for Insurance Service-Specific Supplemental Terms (“Insurance MR Terms”), govern Customer’s purchase and use of Managed Returns for Insurance and related Services. These Insurance MR 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 Insurance MR Terms have the meaning given in the Terms.
- Definitions
- “E-Portal Credentials” means log-in credentials for a Filing Entity’s account with the online portal for a Filing Jurisdiction.
- “Filing Approval Deadline” means the deadline by which Customer must review and request adjustment of a draft filing prepared by Avalara, as specified in the Filing Calendar. The document will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes the document to be filed or submitted.
- "Filing Calendar” means the dates and deadlines relating to the performance of the Service.
- "Filing Entity” means the entity for which Customer and Affiliates requests that Avalara provide the Service.
- "Filing Information” means the Filing Entities’ and, for each Filing Entity’s, the Filing Jurisdiction(s), IPT Registration Number(s), other information supporting identification and filing with the Filing Jurisdiction(s), E-Portal Credentials (if applicable), and other relevant information necessary to provide the Service.
- "Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide the Service.
- “Fiscal Representation for Insurance” means the Service where Avalara or a third party serves as Customer's fiscal representative for IPT purposes in Filing Jurisdictions selected by Customer, as described in Section 2(c)(iii) below.
- “IPT” means insurance premium tax and/or any other tax, levy, duty or charge as assessed or levied in the Filing Jurisdictions by any authority by reference to insurance premiums and/or arising out if the execution of insurance contracts.
- “IPT Agent” means a person or entity authorized to prepare and file the Managed Returns for Insurance and/or perform any duties related to IPT.
- “IPT Data” means all the Customer Data necessary to properly complete the applicable IPT Return.
- “IPT Registration Number” means a unique number provided by the tax authority in the applicable Filing Jurisdiction for use by a Filing Entity.
- “IPT Return” means the tax return(s) applicable to IPT.
- “Managed Returns for Insurance” means Avalara’s Service for preparation and filing of IPT Returns.
- “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.
- “Registration for Insurance” is the process of registering, changing or de-registering a Filing Entity or IPT Agent with the competent authority in a Filing Jurisdiction in order to report and pay the applicable IPT.
- The Services
- Customer’s Account Setup. Customer shall promptly provide Avalara with all information requested by Avalara to begin providing Managed Returns for Insurance (and, if applicable, the additional Services described in Section 2(c) below), including (i) the Filing Information, (ii) copies of previous filings in the Filing Jurisdictions; (iii) completed power(s) of attorney for each Filing Entity as described in Section 3(g) below; and (iv) such other information as Avalara reasonably requests to provide the Service. Customer shall provide such information through the method designated by Avalara. When applicable, Customer authorizes Avalara to access Customer’s accounts in the Filing Jurisdictions, using Customer’s E-Portal Credentials, for the purpose of providing the Service.
- IPT Registration Numbers. If Customer has an IPT Registration Number for a Filing Entity in a Filing Jurisdiction, Customer shall appoint Avalara as IPT Agent for the Filing Entity with such IPT Registration Number. If a new IPT Registration Number is required for a Filing Entity, Customer shall (i) obtain the new IPT Registration Number for such Filing Entity in the applicable Filing Jurisdiction and appoint Avalara as IPT Agent, or (ii) purchase the Registration for Insurance.
- Additional Services
- Registration for Insurance. If Customer requests, Avalara will provide Registration for Insurance in a Filing Jurisdiction. As promptly as possible after the Effective Date of Registration for Insurance, Customer shall provide the Filing Entities’ E-Portal Credentials (if applicable), copies of certificates of incorporation or articles of organization for the Filing Entities, and all other information requested by Avalara, including, for example, a completed Avalara registration questionnaire. Avalara will confirm filing requirements with Customer, check that Customer has provided the required responses and documents, and submit the application for Registration for Insurance, de-Registration or change of IPT Agent to the applicable Filing Jurisdiction. For the avoidance of doubt, Registration for Insurance includes only the one-time Registration for Insurance effort and does not include any maintenance of registrations, registrations regarding Fiscal Representation for Insurance (unless Customer purchases Fiscal Representation for Insurance in the applicable Filing Jurisdiction), any negotiations with tax authorities, or preparation or filing of any back filings or corrective filings. Managed Returns for Insurance does not entail having Avalara act as 'insurance intermediary', 'ancillary insurance intermediary' or 'reinsurance intermediary' within the meaning of Article 2 of Directive (EU) 2016/97.
- Back Filing (Retrospective) and Corrective Filings Service. If Customer requests, Avalara will prepare (or correct) and file IPT Returns in Filing Jurisdictions for prior reporting periods, as specified in an Order Document.
- Fiscal Representation for Insurance. If Customer requests and if Fiscal Representation for Insurance is required in the respective Filing Jurisdiction (as determined by Customer), Avalara and any other relevant third party may provide Fiscal Representation for Insurance to Customer in Filing Jurisdictions selected by Customer. Customer's use of Avalara Fiscal Representation for Insurance is available at avalara.com/FR-for-insurance-supplemental-terms.
- 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 business purposes in connection with the specific IPT Return for which it was provided.
- Customer Obligations
- IPT Requirements; Accurate Information. Customer is solely responsible for determining relevant and/or applicable Filing Jurisdictions, place of insured risk, application IPT exemption (if any), applicable IPT rate, relevant IPT amounts (both taxable and exempt) and amount of IPT due. In addition, Customer is solely responsible for determining whether Customer must appoint a fiscal representative for Insurance purposes in the Filing Jurisdictions. Furthermore, Customer must maintain accurate, complete, and current Filing Information and IPT Data. Avalara has no obligation to audit, verify, correct, or maintain any IPT Data provided by the Customer.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall submit any changes to Filing Information to Avalara by the date specified in the applicable Filing Calendar. Any changes received after the date specified in the Filing Calendar will be implemented and become effective in a subsequent month.
- Compliance. Customer ensures that it is compliant with all EU, federal, state and local laws and regulations applicable to its (insurance) activities in the Filing Jurisdictions and/or in any other jurisdiction where it conducts such activities. Furthermore, Customer is solely responsible for ensuring that it is compliant in all Filing Jurisdictions with respect to all required filings, including IPT returns attributable to filing periods prior to the date that Avalara begins filing IPT Returns under Managed Returns for Insurance. Customer may request that Avalara prepare or correct IPT returns and other required filings for prior periods as described in Section 2(c)(ii) above (Back Filing (Retrospective) and Corrective Filings Service).
- IPT Data. Customer shall transmit to Avalara all IPT Data for each of Customer’s IPT Returns by the deadline specified in the Filing Calendar, in the format and through the method reasonably designated by Avalara. If accurate and complete IPT Data is provided late, if IPT Data is not in the form and frequency specified by Avalara, or if Customer fails to timely provide additional information requested by Avalara to clarify the Filing Information or IPT Data provided by Customer, Avalara may charge for any excess preparation time or data transformation services as provided in Section 6 (b)(iv), the IPT Return may not be prepared or filed on time, and Customer or the Filing Entity may incur additional charges or penalties. Avalara has no obligation to prompt or remind Customer to timely provide or clarify IPT Data or Filing Information.
- IPT Return Approval. Customer shall review and, if applicable, request adjustment to each draft IPT Return prepared by Avalara pursuant to Section 4(i) by the Filing Approval Deadline. Customer’s IPT Return will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes its filing as an IPT Return. If accurate and complete IPT Data is not timely provided (as reasonably determined by Avalara), Avalara reserves the right to prepare a draft nil-transaction IPT Return (i.e., a return reporting no IPT obligations for the period) based on the available information and, if and as required by the applicable Filing Jurisdiction, to file such IPT Return. Any corrections or additions to an IPT Return (or, if required by the Filing Jurisdiction, a new IPT Return) required to be made based on changed or additional information provided by Customer after the Filing Approval Deadline will be made in a later period for an additional fee.
- IPT Payment. Customer shall timely remit to the Filing Jurisdiction (or to the fiscal representative if applicable or, if agreed by Avalara, to Avalara) sufficient funds to pay the IPT due for the applicable IPT Return (“IPT Funds”) prior to the deadline specified in the Filing Calendar for the applicable IPT Return. Customer shall pay IPT Funds to duly licensed third-party payment service provider, Avalara or the applicable tax authority in accordance with Avalara’s instructions. Avalara will not provide any IPT Funds. Customer shall defend, indemnify, and hold Avalara, its Affiliates and licensors, and its and their officers, directors, employees, representatives and agents harmless from any loss, cost, damage, liability or expense (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Customer’s failure to timely and correctly remit sufficient IPT Funds. In the event that Avalara agrees for Customer to remit IPT Funds to Avalara, 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.
- Power of Attorney. Customer shall execute an exclusive power of attorney for each Filing Entity, in the form requested by Avalara, for purposes of providing the Service. As reasonably requested by Avalara, Customer shall execute a new power of attorney. Upon termination of Avalara’s provision of the Service with no balance due, Avalara will cease to use any power or authority granted by a Customer power of attorney.
- Background Check. Customer will 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 will provide additional information and 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, Managed Returns for Insurance 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 Services under this Section 3(h) other than for failure to provide documentation required for the Background Screen, Avalara will refund any prepaid unused fees related to such Services. At any time, in Avalara’s discretion, and without notice to Customer, Avalara may report any information related to Customer’s use of the Services or its Background Screen process (including without limitation Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in any Filing Jurisdiction, in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Avalara Obligations
- Managed Returns for Insurance. Using the IPT Data and each Filing Entity’s IPT Registration Number and other Filing Information, Avalara shall prepare a draft IPT Return and provide it to Customer. In addition, Avalara shall provide Customer with a payment memo documenting the IPT amounts due to the Filing Jurisdiction for the IPT Return. An approved IPT Return (without tax payment) will be filed in the applicable Filing Jurisdiction, provided that Customer timely transmits to Avalara all IPT Data and Filing Information and the IPT Return is approved (or deemed approved) before or on the Filing Approval Deadline. Avalara reserves the right to prepare a draft (and, if and as required by the applicable Filing Jurisdiction, file) a nil return as provided in Section 3(e). For Filing Jurisdictions in which filings are made through the taxing authority’s online portal, Avalara has no liability for a filing being delayed because the portal is not accessible at the time of the filing for any reasons outside of Avalara’s control or missing or incorrect E-Portal Credentials provided by Customer or the Filing Entity. Avalara has no liability for a late or missed filing (including any fees, penalties, interest, or other charges assessed by the Filing Jurisdiction) resulting from Customer’s failure to timely provide IPT Data or Filing Information, to timely request adjustment of a draft IPT Return, or to timely remit IPT Funds.
- Ongoing Representation Services. Avalara shall serve as the appointed IPT Agent for the Filing Entities with the Filing Jurisdictions and shall receive, forward and handle basic and regular tax correspondence as described in Section 5 (Notice Management). This representation does not include Fiscal Representation for Insurance (unless Customer purchases Fiscal Representation for Insurance for the applicable Filing Jurisdiction) or audit defence.
- Notice Management
- Avalara and Customer will request that Filing Jurisdictions send correspondence relating to Customer’s Managed Returns for (each such correspondence, a “Notice”) to Customer. If Avalara receives a Notice, Avalara will forward it to Customer. If Customer receives a Notice, Customer shall promptly, and no later than 5 business days after receipt of the Notice (or such earlier deadline specified in Section 3(b), if applicable), deliver such Notice to Avalara by email to noticemanagement@avalara.com or through such other method designated by Avalara. Except as provided in this Section 5, however, Avalara is not responsible for managing or responding to Notices, even if delivered to Avalara by Customer.
- If Customer requests that Avalara assist Customer in assessing or responding to a Notice, Avalara will assist Customer in responding for the fees set forth in Section 6(b)(iii) (Additional Fees/Notices), provided that Avalara receives Customer’s request for assistance (together with a copy of the Notice, if Customer has not already provided it to Avalara) sufficiently in advance of the response deadline for the Notice established by the Filing Jurisdiction, as follows: (i) if the response deadline for the Notice is within 7 days after the date of Customer’s request, then Customer’s request must be made at least 4 business days before the response deadline; (ii) if the response deadline is between 7 and 14 days after the date of Customer’s request, then Customer’s request must be made at least 6 business days before the response deadline; and (iii) if the response deadline is more than 14 days after the date of Customer’s request, then Customer’s request must be made at least 8 business days before the response deadline. If Customer so engages Avalara to assist Customer in assessing or responding to a Notice, Customer shall provide timely responses to Avalara’s requests for information relating to the Notice (including, without limitation, about Customer’s remittance of IPT) and otherwise provide assistance as requested by Avalara in responding to the Notice. If Customer fails to request assistance to respond to the Notice in accordance with the deadlines above, Avalara will not be responsible for managing or responding to the Notice. If Avalara agrees to assist Customer in responding to a Notice for which Customer did not timely request assistance, or if Customer timely requests assistance but fails to timely respond to Avalara’s requests for information relating to the Notice, the response to the Notice may be delayed and Customer or the Filing Entity may incur additional charges and penalties from the Filing Jurisdiction.
- In no event does notice management include audit defence services.
- Fees
- Service fees. Customer shall pay all fees and expenses for the applicable Service specified in each Order Document or as otherwise described herein.
- Additional Fees.
- Registration for Insurance. For each Registration for Insurance of a Filing Entity or transfer of the role of an IPT Agent, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these Insurance MR Terms.
- Back Filing and Corrective Filings Service. For each back filing or corrective filing, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these Insurance MR Terms.
- Notices. For reviewing and summarizing a Notice that relates to a penalty, Avalara will charge on an hourly-rate basis (with a 0.5-hour minimum), at the hourly rate specified in the Order Document, except to the extent included as part of Customer’s service tier. If Customer requests Avalara’s assistance with assessing and/or responding to a Notice, Avalara’s time will be charged on an hourly-rate basis (in 0.25-hour increments) at the hourly rate specified in the Order Document.
- Excessive Preparation Time; Data Transformation. If Customer fails to timely provide accurate and complete Filing Information or IPT Data (including additional information requested by Avalara to clarify the Filing Information or IPT Data), fails to provide IPT Data that meets Avalara’s minimum transactional data requirements for the Service, or fails to fulfil any other obligation under these Insurance MR Terms, or if Customer requires a change to Avalara’s standard process for the applicable Service, Avalara may charge on an hourly-rate basis (in 0.25-hour increments) for any resulting additional time spent by Avalara in providing the Service or in providing data transformation services, at the hourly rate specified in the Order Document.
- Expenses. Customer shall be responsible for translation fees, legal fees, courier fees, apostille costs, and any other reasonable costs and expenses Avalara incurs when providing the Services.
- MR Guarantee. Avalara provides a guarantee of the timeliness of Managed Returns for Insurance prepared and filed through Managed Returns for Insurance (the “MR Guarantee”) under the following terms:
- If Customer receives a notice of a late filing or a failure to file an IPT Return that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an IPT Return it was obligated to file (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 elected by Avalara are exhausted, or (ii) the amount of Managed Returns for Insurance fees paid by Customer to Avalara during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the MR Guarantee:
- Customer must have met all of its obligations under these Insurance MR Terms and the Terms, including providing and maintaining accurate, complete, and current Filing Information and IPT Data and timely paying Managed Returns for Insurance fees. To the extent that the Avalara Error was caused by Customer’s failure to perform any of the obligations in these Insurance MR Terms or the Terms, the MR Guarantee shall not apply. For the avoidance of doubt, the MR Guarantee does not apply to claims resulting from Customer’s failure to timely submit IPT Funds due for an IPT Return.
- Customer must not have requested adjustments to the draft IPT Return after the Filing Approval Deadline.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within the relevant deadlines.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist in any efforts by Avalara to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of Managed Returns for Insurance fees paid that are eligible for the MR Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Managed Returns for Insurance in all Filing Jurisdictions, 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. For clarity, the parties acknowledge that fees paid for Managed Returns for Insurance do not include any one-time fees.
- If the notice(s) or other circumstances related to the alleged Avalara Error implicate other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under the MR 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 MR Guarantee payment 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 elected by Avalara 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 Managed Returns for Insurance account in good standing when the claim is submitted to Avalara to be eligible to receive payment under this MR Guarantee.
- Termination
- Avalara Cancellation Option. If Customer has not provided the Filing Information for its first Filing Entity within a reasonable time after the Effective Date (as determined by Avalara in its reasonable discretion) or if Customer does not pay the invoice for fees due under its initial Order Document for Managed Returns for Insurance within 30 days after its due date, Avalara reserves the right to cancel Customer’s Managed Returns for Insurance (and, if applicable, a Registration) by giving written notice to Customer, and retain all prepaid fees for the cancelled Service.
- Avalara Termination Right. In addition to Avalara’s cancellation and termination rights described elsewhere in these Insurance MR Terms and the Terms if: (i) Customer fails to adhere to the deadlines in the Filing Calendar for three or more months within a 12-month period; (ii) Customer fails to provide Filing Information requested by Avalara for a Registration for Insurance despite at least two requests from Avalara; (iii) Avalara cannot provide Managed Returns for Insurance in a particular Filing Jurisdiction; (iv) a power of attorney granted by Customer to Avalara or the applicable Affiliate of Avalara terminates, or the applicable appointment of Avalara or Affiliate of Avalara is terminated for any reason; or (v) Customer has purchased Fiscal Representation for IPT and Avalara terminates Customer’s subscription to such Service, Avalara may terminate the Service immediately by giving written notice to Customer. Customer remains responsible for all accrued fees, and except in the case of (iii) or (v), Avalara may retain all prepaid fees for the terminated Service.
- Disclaimer. Except as expressly provided in the Agreement, the Services provided pursuant to these Insurance MR Terms are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied conditions, terms, and warranties, to the maximum extent permitted by Applicable Laws.
- Liability Which Cannot be Excluded. 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 under Applicable Laws.
- Inapplicable Provisions of the Terms. The sections of the Terms entitled Automatic Upgrades and Overages and Governing Law; Jurisdiction and Venue and any provisions relating specifically to Services delivered as “software as a service” (such as provisions relating to status updates, and downtime) do not apply to Managed Returns for Insurance or other Services offered pursuant to these Insurance MR Terms.
- Third Party Rights. No third party, other than an Avalara Affiliate, may enforce any term of the Agreement. The rights of the parties to terminate or modify the Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- 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.
Effective October 28th 2023 to November 1st 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 1 May, 2023.
These Supplemental Terms for Managed Returns for Insurance (“Insurance MR Terms”), govern Customer’s purchase and use of Managed Returns for Insurance and related Services. These Insurance MR 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 Insurance MR Terms have the meaning given in the Terms.
- Definitions
- “E-Portal Credentials” means log-in credentials for a Filing Entity’s account with the online portal for a Filing Jurisdiction.
- “Filing Approval Deadline” means the deadline by which Customer must review and request adjustment of a draft filing prepared by Avalara, as specified in the Filing Calendar. The document will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes the document to be filed or submitted.
- "Filing Calendar” means the dates and deadlines relating to the performance of the Service.
- "Filing Entity” means the entity for which Customer and Affiliates requests that Avalara provide the Service.
- "Filing Information” means the Filing Entities’ and, for each Filing Entity’s, the Filing Jurisdiction(s), IPT Registration Number(s), other information supporting identification and filing with the Filing Jurisdiction(s), E-Portal Credentials (if applicable), and other relevant information necessary to provide the Service.
- "Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide the Service.
- “Fiscal Representation for Insurance” means the Service where Avalara or a third party serves as Customer's fiscal representative for IPT purposes in Filing Jurisdictions selected by Customer, as described in Section 2(c)(iii) below.
- “IPT” means insurance premium tax and/or any other tax, levy, duty or charge as assessed or levied in the Filing Jurisdictions by any authority by reference to insurance premiums and/or arising out if the execution of insurance contracts.
- “IPT Agent” means a person or entity authorized to prepare and file the Managed Returns for Insurance and/or perform any duties related to IPT.
- “IPT Data” means all the Customer Data necessary to properly complete the applicable IPT Return.
- “IPT Registration Number” means a unique number provided by the tax authority in the applicable Filing Jurisdiction for use by a Filing Entity.
- “IPT Return” means the tax return(s) applicable to IPT.
- “Managed Returns for Insurance” means Avalara’s Service for preparation and filing of IPT Returns.
- “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.
- “Registration for Insurance” is the process of registering, changing or de-registering a Filing Entity or IPT Agent with the competent authority in a Filing Jurisdiction in order to report and pay the applicable IPT.
- The Services
- Customer’s Account Setup. Customer shall promptly provide Avalara with all information requested by Avalara to begin providing Managed Returns for Insurance (and, if applicable, the additional Services described in Section 2(c) below), including (i) the Filing Information, (ii) copies of previous filings in the Filing Jurisdictions; (iii) completed power(s) of attorney for each Filing Entity as described in Section 3(g) below; and (iv) such other information as Avalara reasonably requests to provide the Service. Customer shall provide such information through the method designated by Avalara. When applicable, Customer authorizes Avalara to access Customer’s accounts in the Filing Jurisdictions, using Customer’s E-Portal Credentials, for the purpose of providing the Service.
- IPT Registration Numbers. If Customer has an IPT Registration Number for a Filing Entity in a Filing Jurisdiction, Customer shall appoint Avalara as IPT Agent for the Filing Entity with such IPT Registration Number. If a new IPT Registration Number is required for a Filing Entity, Customer shall (i) obtain the new IPT Registration Number for such Filing Entity in the applicable Filing Jurisdiction and appoint Avalara as IPT Agent, or (ii) purchase the Registration for Insurance.
- Additional Services
- Registration for Insurance. If Customer requests, Avalara will provide Registration for Insurance in a Filing Jurisdiction. As promptly as possible after the Effective Date of Registration for Insurance, Customer shall provide the Filing Entities’ E-Portal Credentials (if applicable), copies of certificates of incorporation or articles of organization for the Filing Entities, and all other information requested by Avalara, including, for example, a completed Avalara registration questionnaire. Avalara will confirm filing requirements with Customer, check that Customer has provided the required responses and documents, and submit the application for Registration for Insurance, de-Registration or change of IPT Agent to the applicable Filing Jurisdiction. For the avoidance of doubt, Registration for Insurance includes only the one-time Registration for Insurance effort and does not include any maintenance of registrations, registrations regarding Fiscal Representation for Insurance (unless Customer purchases Fiscal Representation for Insurance in the applicable Filing Jurisdiction), any negotiations with tax authorities, or preparation or filing of any back filings or corrective filings. Managed Returns for Insurance does not entail having Avalara act as 'insurance intermediary', 'ancillary insurance intermediary' or 'reinsurance intermediary' within the meaning of Article 2 of Directive (EU) 2016/97.
- Back Filing (Retrospective) and Corrective Filings Service. If Customer requests, Avalara will prepare (or correct) and file IPT Returns in Filing Jurisdictions for prior reporting periods, as specified in an Order Document.
- Fiscal Representation for Insurance. If Customer requests and if Fiscal Representation for Insurance is required in the respective Filing Jurisdiction (as determined by Customer), Avalara and any other relevant third party may provide Fiscal Representation for Insurance to Customer in Filing Jurisdictions selected by Customer. Customer's use of Avalara Fiscal Representation for Insurance is available at avalara.com/FR-for-insurance-supplemental-terms.
- 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 business purposes in connection with the specific IPT Return for which it was provided.
- Customer Obligations
- IPT Requirements; Accurate Information. Customer is solely responsible for determining relevant and/or applicable Filing Jurisdictions, place of insured risk, application IPT exemption (if any), applicable IPT rate, relevant IPT amounts (both taxable and exempt) and amount of IPT due. In addition, Customer is solely responsible for determining whether Customer must appoint a fiscal representative for Insurance purposes in the Filing Jurisdictions. Furthermore, Customer must maintain accurate, complete, and current Filing Information and IPT Data. Avalara has no obligation to audit, verify, correct, or maintain any IPT Data provided by the Customer.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall submit any changes to Filing Information to Avalara by the date specified in the applicable Filing Calendar. Any changes received after the date specified in the Filing Calendar will be implemented and become effective in a subsequent month.
- Compliance. Customer ensures that it is compliant with all EU, federal, state and local laws and regulations applicable to its (insurance) activities in the Filing Jurisdictions and/or in any other jurisdiction where it conducts such activities. Furthermore, Customer is solely responsible for ensuring that it is compliant in all Filing Jurisdictions with respect to all required filings, including IPT returns attributable to filing periods prior to the date that Avalara begins filing IPT Returns under Managed Returns for Insurance. Customer may request that Avalara prepare or correct IPT returns and other required filings for prior periods as described in Section 2(c)(ii) above (Back Filing (Retrospective) and Corrective Filings Service).
- IPT Data. Customer shall transmit to Avalara all IPT Data for each of Customer’s IPT Returns by the deadline specified in the Filing Calendar, in the format and through the method reasonably designated by Avalara. If accurate and complete IPT Data is provided late, if IPT Data is not in the form and frequency specified by Avalara, or if Customer fails to timely provide additional information requested by Avalara to clarify the Filing Information or IPT Data provided by Customer, Avalara may charge for any excess preparation time or data transformation services as provided in Section 6 (b)(iv), the IPT Return may not be prepared or filed on time, and Customer or the Filing Entity may incur additional charges or penalties. Avalara has no obligation to prompt or remind Customer to timely provide or clarify IPT Data or Filing Information.
- IPT Return Approval. Customer shall review and, if applicable, request adjustment to each draft IPT Return prepared by Avalara pursuant to Section 4(i) by the Filing Approval Deadline. Customer’s IPT Return will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes its filing as an IPT Return. If accurate and complete IPT Data is not timely provided (as reasonably determined by Avalara), Avalara reserves the right to prepare a draft nil-transaction IPT Return (i.e., a return reporting no IPT obligations for the period) based on the available information and, if and as required by the applicable Filing Jurisdiction, to file such IPT Return. Any corrections or additions to an IPT Return (or, if required by the Filing Jurisdiction, a new IPT Return) required to be made based on changed or additional information provided by Customer after the Filing Approval Deadline will be made in a later period for an additional fee.
- IPT Payment. Customer shall timely remit to the Filing Jurisdiction (or to the fiscal representative if applicable or, if agreed by Avalara, to Avalara) sufficient funds to pay the IPT due for the applicable IPT Return (“IPT Funds”) prior to the deadline specified in the Filing Calendar for the applicable IPT Return. Customer shall pay IPT Funds to duly licensed third-party payment service provider, Avalara or the applicable tax authority in accordance with Avalara’s instructions. Avalara will not provide any IPT Funds. Customer shall defend, indemnify, and hold Avalara, its Affiliates and licensors, and its and their officers, directors, employees, representatives and agents harmless from any loss, cost, damage, liability or expense (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Customer’s failure to timely and correctly remit sufficient IPT Funds. In the event that Avalara agrees for Customer to remit IPT Funds to Avalara, 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.
- Power of Attorney. Customer shall execute an exclusive power of attorney for each Filing Entity, in the form requested by Avalara, for purposes of providing the Service. As reasonably requested by Avalara, Customer shall execute a new power of attorney. Upon termination of Avalara’s provision of the Service with no balance due, Avalara will cease to use any power or authority granted by a Customer power of attorney.
- Background Check. Customer will 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 will provide additional information and 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, Managed Returns for Insurance 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 Services under this Section 3(h) other than for failure to provide documentation required for the Background Screen, Avalara will refund any prepaid unused fees related to such Services. At any time, in Avalara’s discretion, and without notice to Customer, Avalara may report any information related to Customer’s use of the Services or its Background Screen process (including without limitation Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in any Filing Jurisdiction, in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Avalara Obligations
- Managed Returns for Insurance. Using the IPT Data and each Filing Entity’s IPT Registration Number and other Filing Information, Avalara shall prepare a draft IPT Return and provide it to Customer. In addition, Avalara shall provide Customer with a payment memo documenting the IPT amounts due to the Filing Jurisdiction for the IPT Return. An approved IPT Return (without tax payment) will be filed in the applicable Filing Jurisdiction, provided that Customer timely transmits to Avalara all IPT Data and Filing Information and the IPT Return is approved (or deemed approved) before or on the Filing Approval Deadline. Avalara reserves the right to prepare a draft (and, if and as required by the applicable Filing Jurisdiction, file) a nil return as provided in Section 3(e). For Filing Jurisdictions in which filings are made through the taxing authority’s online portal, Avalara has no liability for a filing being delayed because the portal is not accessible at the time of the filing for any reasons outside of Avalara’s control or missing or incorrect E-Portal Credentials provided by Customer or the Filing Entity. Avalara has no liability for a late or missed filing (including any fees, penalties, interest, or other charges assessed by the Filing Jurisdiction) resulting from Customer’s failure to timely provide IPT Data or Filing Information, to timely request adjustment of a draft IPT Return, or to timely remit IPT Funds.
- Ongoing Representation Services. Avalara shall serve as the appointed IPT Agent for the Filing Entities with the Filing Jurisdictions and shall receive, forward and handle basic and regular tax correspondence as described in Section 5 (Notice Management). This representation does not include Fiscal Representation for Insurance (unless Customer purchases Fiscal Representation for Insurance for the applicable Filing Jurisdiction) or audit defence.
- Notice Management
- Avalara and Customer will request that Filing Jurisdictions send correspondence relating to Customer’s Managed Returns for (each such correspondence, a “Notice”) to Customer. If Avalara receives a Notice, Avalara will forward it to Customer. If Customer receives a Notice, Customer shall promptly, and no later than 5 business days after receipt of the Notice (or such earlier deadline specified in Section 3(b), if applicable), deliver such Notice to Avalara by email to noticemanagement@avalara.com or through such other method designated by Avalara. Except as provided in this Section 5, however, Avalara is not responsible for managing or responding to Notices, even if delivered to Avalara by Customer.
- If Customer requests that Avalara assist Customer in assessing or responding to a Notice, Avalara will assist Customer in responding for the fees set forth in Section 6(b)(iii) (Additional Fees/Notices), provided that Avalara receives Customer’s request for assistance (together with a copy of the Notice, if Customer has not already provided it to Avalara) sufficiently in advance of the response deadline for the Notice established by the Filing Jurisdiction, as follows: (i) if the response deadline for the Notice is within 7 days after the date of Customer’s request, then Customer’s request must be made at least 4 business days before the response deadline; (ii) if the response deadline is between 7 and 14 days after the date of Customer’s request, then Customer’s request must be made at least 6 business days before the response deadline; and (iii) if the response deadline is more than 14 days after the date of Customer’s request, then Customer’s request must be made at least 8 business days before the response deadline. If Customer so engages Avalara to assist Customer in assessing or responding to a Notice, Customer shall provide timely responses to Avalara’s requests for information relating to the Notice (including, without limitation, about Customer’s remittance of IPT) and otherwise provide assistance as requested by Avalara in responding to the Notice. If Customer fails to request assistance to respond to the Notice in accordance with the deadlines above, Avalara will not be responsible for managing or responding to the Notice. If Avalara agrees to assist Customer in responding to a Notice for which Customer did not timely request assistance, or if Customer timely requests assistance but fails to timely respond to Avalara’s requests for information relating to the Notice, the response to the Notice may be delayed and Customer or the Filing Entity may incur additional charges and penalties from the Filing Jurisdiction.
- In no event does notice management include audit defence services.
- Fees
- Service fees. Customer shall pay all fees and expenses for the applicable Service specified in each Order Document or as otherwise described herein.
- Additional Fees.
- Registration for Insurance. For each Registration for Insurance of a Filing Entity or transfer of the role of an IPT Agent, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these Insurance MR Terms.
- Back Filing and Corrective Filings Service. For each back filing or corrective filing, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these Insurance MR Terms.
- Notices. For reviewing and summarizing a Notice that relates to a penalty, Avalara will charge on an hourly-rate basis (with a 0.5-hour minimum), at the hourly rate specified in the Order Document, except to the extent included as part of Customer’s service tier. If Customer requests Avalara’s assistance with assessing and/or responding to a Notice, Avalara’s time will be charged on an hourly-rate basis (in 0.25-hour increments) at the hourly rate specified in the Order Document.
- Excessive Preparation Time; Data Transformation. If Customer fails to timely provide accurate and complete Filing Information or IPT Data (including additional information requested by Avalara to clarify the Filing Information or IPT Data), fails to provide IPT Data that meets Avalara’s minimum transactional data requirements for the Service, or fails to fulfil any other obligation under these Insurance MR Terms, or if Customer requires a change to Avalara’s standard process for the applicable Service, Avalara may charge on an hourly-rate basis (in 0.25-hour increments) for any resulting additional time spent by Avalara in providing the Service or in providing data transformation services, at the hourly rate specified in the Order Document.
- Expenses. Customer shall be responsible for translation fees, legal fees, courier fees, apostille costs, and any other reasonable costs and expenses Avalara incurs when providing the Services.
- MR Guarantee. Avalara provides a guarantee of the timeliness of Managed Returns for Insurance prepared and filed through Managed Returns for Insurance (the “MR Guarantee”) under the following terms:
- If Customer receives a notice of a late filing or a failure to file an IPT Return that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an IPT Return it was obligated to file (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 elected by Avalara are exhausted, or (ii) the amount of Managed Returns for Insurance fees paid by Customer to Avalara during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the MR Guarantee:
- Customer must have met all of its obligations under these Insurance MR Terms and the Terms, including providing and maintaining accurate, complete, and current Filing Information and IPT Data and timely paying Managed Returns for Insurance fees. To the extent that the Avalara Error was caused by Customer’s failure to perform any of the obligations in these Insurance MR Terms or the Terms, the MR Guarantee shall not apply. For the avoidance of doubt, the MR Guarantee does not apply to claims resulting from Customer’s failure to timely submit IPT Funds due for an IPT Return.
- Customer must not have requested adjustments to the draft IPT Return after the Filing Approval Deadline.
- Customer must promptly forward any notices and relevant information from the Filing Jurisdiction within the relevant deadlines.
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist in any efforts by Avalara to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of Managed Returns for Insurance fees paid that are eligible for the MR Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Managed Returns for Insurance in all Filing Jurisdictions, 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. For clarity, the parties acknowledge that fees paid for Managed Returns for Insurance do not include any one-time fees.
- If the notice(s) or other circumstances related to the alleged Avalara Error implicate other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under the MR 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 MR Guarantee payment 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 elected by Avalara 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 Managed Returns for Insurance account in good standing when the claim is submitted to Avalara to be eligible to receive payment under this MR Guarantee.
- Termination
- Avalara Cancellation Option. If Customer has not provided the Filing Information for its first Filing Entity within a reasonable time after the Effective Date (as determined by Avalara in its reasonable discretion) or if Customer does not pay the invoice for fees due under its initial Order Document for Managed Returns for Insurance within 30 days after its due date, Avalara reserves the right to cancel Customer’s Managed Returns for Insurance (and, if applicable, a Registration) by giving written notice to Customer, and retain all prepaid fees for the cancelled Service.
- Avalara Termination Right. In addition to Avalara’s cancellation and termination rights described elsewhere in these Insurance MR Terms and the Terms if: (i) Customer fails to adhere to the deadlines in the Filing Calendar for three or more months within a 12-month period; (ii) Customer fails to provide Filing Information requested by Avalara for a Registration for Insurance despite at least two requests from Avalara; (iii) Avalara cannot provide Managed Returns for Insurance in a particular Filing Jurisdiction; (iv) a power of attorney granted by Customer to Avalara or the applicable Affiliate of Avalara terminates, or the applicable appointment of Avalara or Affiliate of Avalara is terminated for any reason; or (v) Customer has purchased Fiscal Representation for IPT and Avalara terminates Customer’s subscription to such Service, Avalara may terminate the Service immediately by giving written notice to Customer. Customer remains responsible for all accrued fees, and except in the case of (iii) or (v), Avalara may retain all prepaid fees for the terminated Service.
- Disclaimer. Except as expressly provided in the Agreement, the Services provided pursuant to these Insurance MR Terms are provided on an “as-is” and “as available” basis, and neither Party makes any warranties of any kind, whether express, implied, statutory, or otherwise, and each Party specifically disclaims all implied conditions, terms, and warranties, to the maximum extent permitted by Applicable Laws.
- Liability Which Cannot be Excluded. 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 under Applicable Laws.
- Inapplicable Provisions of the Terms. The sections of the Terms entitled Automatic Upgrades and Overages and Governing Law; Jurisdiction and Venue and any provisions relating specifically to Services delivered as “software as a service” (such as provisions relating to uptime statistics, status updates, and downtime) do not apply to Managed Returns for Insurance or other Services offered pursuant to these Insurance MR Terms.
- Third Party Rights. No third party, other than an Avalara Affiliate, may enforce any term of the Agreement. The rights of the parties to terminate or modify the Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- 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.
Managed Tariff Code Classification
Effective November 1st 2023
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These Avalara Managed Tariff Code Classification Service-Specific Supplemental Terms (“Managed Tariff Code Classification Terms”) govern Customer’s purchase and use of Avalara Managed Tariff Code Classification and Avalara Managed Tariff Code Classification Premium. These Managed Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Managed Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions.
- "Audit Log” means the background and rationale for Managed Tariff Code Classifications, provided as a feature of Managed Tariff Code Classification Premium.
- “Item” means a physical item or product that can be assigned a tariff code for a specific country.
- “Managed Tariff Code Classification” (formerly known as Item Classification) means the assignment of a tariff code for a single specified country based on the product attributes provided by Customer.
- Customer Obligations. Customer shall provide Avalara with (i) a sufficient natural-language description for each Item; and (ii) the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
- Avalara Obligations. Avalara shall provide Managed Tariff Code Classifications for the Items Customer submits. If Customer provides insufficient information, Avalara may request supplemental information to complete the Managed Tariff Code Classifications. With respect to Managed Tariff Code Classification Premium, Avalara shall also provide an Audit Log.
- Fees. Customer shall pay the fees for Managed Tariff Code Classification based on Customer’s subscription plan and usage of the Service specified in each Order Document.
- No Automatic Upgrade. Customer’s Managed Tariff Code Classification subscription plan will not be automatically upgraded to the next highest subscription tier if Customer’s usage exceeds its subscription plan.
- One-Time Managed Tariff Code Classification Service. Customers may purchase Managed Tariff Code Classification on a project basis ("One-Time Managed Tariff Code Classification Service"). For Customers who purchase One-Time Managed Tariff Code Classification Service, Customer shall pay (i) the set-up fee and (ii) the service fee set forth in the Order Document. The term for One-Time Managed Tariff Code Classification Service is 60 days from the Effective Date and does not renew. Purchase of this Service is non-cancellable and nonrefundable. If Customer purchases both One-Time Managed Tariff Code Classification Service and Managed Tariff Code Classification Service, the Services will not run concurrently; the One-Time Managed Tariff Code Classification Service will run first for the full 60-day period, and then the Managed Tariff Code Classification Service subscription will begin.
Effective October 27th 2023 to November 1st 2023
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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 Managed Tariff Code Classification Product-Specific Supplemental Terms (“Managed Tariff Code Classification Terms”) govern Customer’s purchase and use of Avalara Managed Tariff Code Classification. These Managed Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Managed Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Item” means a physical item or product that can be assigned a tariff code for a specific country.
- “Managed Tariff Code Classification” (formerly known as Item Classification) is the assignment of a tariff code for a single specified country based on the product attributes provided by Customer.
- “Item” means a physical item or product that can be assigned a tariff code for a specific country.
- Customer Obligations. Customer shall provide Avalara with (i) a sufficient natural-language description for each Item; and (ii) the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
- Avalara Obligations. Avalara shall provide Managed Tariff Code Classifications for the Items Customer submits. If Customer provides insufficient information, Avalara may request supplemental information to complete the Managed Tariff Code Classifications.
- Fees. Customer shall pay the fees for Managed Tariff Code Classification based on Customer’s subscription plan and usage of the Service specified in each Order Document.
- No Automatic Upgrade. Customer’s Managed Tariff Code Classification subscription plan will not be automatically upgraded to the next highest subscription tier if Customer’s usage exceeds its subscription plan.
- One-Time Managed Tariff Code Classification Service. Customers may purchase Managed Tariff Code Classification on a project basis ("One-Time Managed Tariff Code Classification Service"). For Customers who purchase One-Time Managed Tariff Code Classification Service, Customer shall pay (i) the set-up fee and (ii) the service fee set forth in the Order Document. The term for One-Time Managed Tariff Code Classification Service is 60 days from the Effective Date and does not renew. Purchase of this Service is non-cancellable and nonrefundable. If Customer purchases both One-Time Managed Tariff Code Classification Service and Managed Tariff Code Classification Service, the Services will not run concurrently; the One-Time Managed Tariff Code Classification Service will run first for the full 60-day period, and then the Managed Tariff Code Classification Service subscription will begin.
Managed VAT Reporting
Effective November 1st 2023
DownloadTable of Contents
These Service-Specific Supplemental Terms for Avalara Managed VAT Reporting (“MVR Terms”), formerly called Managed Return Services, govern Customer’s purchase and use of Avalara’s Managed VAT Reporting and related Services. These MVR 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 MVR Terms have the meaning given in the Terms.
- Definitions.
- “Avalara Fiscal Representation” means the service where Avalara serves as Customer’s fiscal representative in Filing Jurisdictions selected by Customer.
- “Avalara IOSS Intermediary” means the service where Avalara or its Affiliate established in the European Union is appointed by Customer carrying out distance sales of goods imported into the European Union from third territories or third countries as the person liable for payment of VAT and for fulfilling certain other obligations in the name of and on behalf of Customer under the IOSS (‘Import One-Stop Shop’) special scheme.
- “E-Portal Credentials” means log-in credentials for a Filing Entity’s account with the online portal for a Filing Jurisdiction.
- “Filing Approval Deadline” means the deadline by which Customer must review and request adjustment of a draft filing prepared by Avalara, as specified in the Filing Calendar. The document will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes the document to be filed or submitted.
- “Filing Calendar” means the dates and deadlines relating to the performance of the applicable Service that Avalara makes available to Customer through the Service, in the Documentation or otherwise. The Filing Calendar for Managed VAT Reporting includes, for example, the date by which VAT Data must be received from Customer, the Filing Approval Deadline, the filing date for the MVR Return, and the due date for the VAT payment associated with the MVR Return.
- “Filing Entity” means the entity (e.g., Customer or its Affiliate) for which Customer requests that Avalara provide the applicable Service.
- “Filing Information” means the Filing Entities and, for each Filing Entity, the Filing Jurisdiction(s), VAT Registration Number(s), other information supporting identification and filing with the Filing Jurisdiction(s), E-Portal Credentials (if applicable), and other information requested by Avalara to provide the applicable Service.
- “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide the applicable Service.
- “Managed VAT Reporting” means Avalara’s service for preparation and filing of VAT returns and, as applicable, notice management related thereto.
- “MVR Return” means a Standard MVR Return or a Non-Standard MVR Return.
- “Non-Standard MVR Return” means (i) a form that is not offered by Avalara as a Standard MVR Return; or (ii) a Standard MVR Return that requires non-standard modifications.
- “Payment Services” means, (i) within the European Union, 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 United Kingdom, 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 European Union, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.
- “Registration” means the process of registering a Filing Entity with the taxing authority in a Filing Jurisdiction to report and pay VAT.
- “Standard MVR Return” means (i) a standard VAT return; (ii) a VAT return available under a special scheme or arrangement as provided for under the VAT Directive (both Chapters 6 and 7 of Title XII); or (iii) a Supplementary Filing required with a standard VAT return.
- “Supplementary Filing” means Intrastat, European Sales Listing, or other forms required by a Filing Jurisdiction.
- “VAT Agent” means a person or entity authorized to prepare and file online VAT returns or perform related duties as prescribed by Applicable Laws.
- “VAT Data” means all the Customer Data necessary to properly complete the applicable MVR Return.
- “VAT Registration” means Avalara’s service for registering or de-registering Filing Entities in Filing Jurisdictions or transferring the role of VAT Agent.
- “VAT Registration Number” means a unique number provided by the tax authority in the applicable Filing Jurisdiction for use by a Filing Entity.
- The Services.
- Customer’s Account Setup. Customer shall promptly provide Avalara with all information requested by Avalara to begin providing Managed VAT Reporting (and, if applicable, the additional Services described in Section 2(e) below), including (i) the Filing Information; (ii) copies of previous filings in the Filing Jurisdictions; (iii) completed power(s) of attorney for each Filing Entity as described in Section 2(c)(vii) below; and (iv) such other information as Avalara reasonably requests to provide the Service. Customer shall provide such information through the method designated by Avalara. When applicable, Customer authorizes Avalara to access Customer’s accounts with the Filing Jurisdictions, using Customer’s E-Portal Credentials, for the purpose of providing the applicable Service.
- VAT Registration Numbers. If Customer has a VAT Registration Number for a Filing Entity in a Filing Jurisdiction, Customer shall appoint Avalara as VAT Agent for the Filing Entity with that VAT Registration Number. If a new VAT Registration Number is required for a Filing Entity, Customer shall (i) obtain the new VAT Registration Number for such Filing Entity in the applicable Filing Jurisdiction and appoint Avalara as VAT Agent, or (ii) purchase VAT Registration.
- Customer Obligations.
- VAT Requirements; Accurate Information. Customer is solely responsible for determining Customer’s VAT-related requirements and providing and maintaining accurate, complete, and current Filing Information and VAT Data. Avalara has no obligation to audit, verify, correct, or maintain any Filing Information or VAT Data.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall submit any changes to Filing Information to Avalara by the date specified in the applicable Filing Calendar. Any changes received after the date specified in the Filing Calendar will be implemented and become effective in a subsequent month.
- Prior Compliance. Customer is solely responsible for ensuring that it is compliant in all Filing Jurisdictions with respect to all required filings, including VAT returns attributable to filing periods prior to the date that Avalara begins filing MVR Returns under Managed VAT Reporting. Customer may request that Avalara prepare or correct VAT returns and other required filings for prior periods as described in Section 2(e)(ii) below (MVR Back Filing (Retrospective) and Corrective Filing Services).
- VAT Data. Customer shall transmit to Avalara all VAT Data for each of Customer’s MVR Returns, by the deadline specified in the Filing Calendar, in the format and through the method reasonably designated by Avalara. If accurate and complete VAT Data is provided late, if VAT Data is not in the form and frequency specified by Avalara, or if Customer fails to timely provide additional information requested by Avalara to clarify the Filing Information or VAT Data provided by Customer, Avalara may charge for any excess preparation time or data transformation services as provided in Section 5(c)(v), the MVR Return may not be prepared or filed on time, and Customer or the Filing Entity may incur additional charges or penalties. Avalara has no obligation to prompt or remind Customer to timely provide or clarify VAT Data or Filing Information.
- MVR Return Approval. Customer shall review and, if applicable, request adjustment to each draft MVR Return prepared by Avalara pursuant to Section 2(d)(i) by the Filing Approval Deadline. Customer’s MVR Return will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes its filing as an MVR Return. If accurate and complete VAT Data is not timely provided (as reasonably determined by Avalara), Avalara reserves the right to prepare a draft nil-transaction MVR Return (i.e., a return reporting no VAT obligations for the period) based on the available information and, if and as required by the applicable Filing Jurisdiction, to file such MVR Return. Any corrections or additions to an MVR Return (or, if required by the Filing Jurisdiction, a new MVR Return) required to be made based on changed or additional information provided by Customer after the Return Approval Deadline will be made in a later period for an additional fee.
- VAT Payment. Customer shall timely remit to the Filing Jurisdiction (or to the fiscal representative if applicable or, if agreed by Avalara, to Avalara) sufficient funds to pay the VAT due for the applicable MVR Return (“VAT Funds”) prior to the deadline specified in the Filing Calendar for the applicable MVR Return. Avalara will not provide any VAT Funds. Customer shall defend, indemnify, and hold Avalara, its Affiliates and licensors, and its and their officers, directors, employees, representatives and agents harmless from any loss, cost, damage, liability or expense (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Customer’s failure to timely and correctly remit sufficient VAT Funds. In the event that Avalara agrees for Customer to remit VAT Funds to Avalara, 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.
- Power of Attorney. Customer shall execute a limited power of attorney for each Filing Entity, in the form requested by Avalara, for purposes of providing the applicable Service. As reasonably requested by Avalara, Customer shall execute a new power of attorney. Upon termination of Avalara’s provision of the applicable Service with no balance due, Avalara will cease to use any power or authority granted by a Customer power of attorney.
- Background Check. Customer will 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 will provide additional information and 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, Managed VAT Reporting 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 Services under this Section 2(c)(viii), Avalara will not refund any prepaid unused fees related to such Services. At any time, in Avalara’s discretion, and without notice to Customer, Avalara may report any information related to Customer’s use of the Services or its Background Screen process (including without limitation Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in any Filing Jurisdiction, in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Avalara Obligations.
- i. MVR Returns. Using the VAT Data and each Filing Entity’s VAT Registration Number and other Filing Information, Avalara shall prepare a draft MVR Return and provide it to Customer. In addition, Avalara shall provide Customer with a payment memo documenting the VAT amounts due to the Filing Jurisdiction for the MVR Return. An approved MVR Return (without tax payment) will be filed in the applicable Filing Jurisdiction, provided that Customer timely transmits to Avalara all VAT Data and Filing Information and the MVR Return is approved (or deemed approved) before or on the Return Approval Deadline. Avalara reserves the right to prepare a draft (and, if and as required by the applicable Filing Jurisdiction, file) a nil return as provided in Section 2(c)(v). For Filing Jurisdictions in which filings are made through the taxing authority’s online portal, Avalara has no liability for a filing being delayed because the portal is not accessible at the time of the filing, for example due to technical difficulties with the portal, internet outages outside of Avalara’s reasonable control, or missing or incorrect E-Portal Credentials provided by Customer or the Filing Entity. Avalara has no liability for a late or missed filing (including any fees, penalties, interest or other charges assessed by the Filing Jurisdiction) resulting from Customer’s failure to timely provide VAT Data or Filing Information, to timely request adjustment of a draft VAT Return, or to timely remit VAT Funds.
- ii. Ongoing Representation Services. Avalara shall serve as the appointed VAT Agent for the Filing Entities with the Filing Jurisdictions and shall receive, forward and, for an additional fee, handle basic and regular tax correspondence as described in Section 3 (Notice Management). This representation does not include fiscal representation (unless Customer purchases Avalara Fiscal Representation for the applicable Filing Jurisdiction) or audit defense.
- Additional Services.
- VAT Registration. If Customer requests, Avalara will provide VAT Registration. As promptly as possible after the Effective Date of VAT Registration, Customer shall provide the Filing Entities’ E-Portal Credentials (if applicable), copies of certificates of incorporation or articles of organization for the Filing Entities, and all other information requested by Avalara, including, for example, a completed Avalara registration questionnaire. Avalara will confirm filing requirements with Customer, check that Customer has provided the required responses and documents, and submit the application for registration, de-registration or change of VAT Agent to the applicable Filing Jurisdiction. For the avoidance of doubt, Registration under VAT Registration includes only the one-time Registration effort and does not include any maintenance of registrations, fiscal representation registrations (unless Customer purchases Avalara Fiscal Representation for the applicable Filing Jurisdiction), EORI applications, VAT deferment or similar schemes, any negotiations with tax authorities, or preparation or filing of any back filings or corrective filings.
- MVR Back Filing (Retrospective) and Corrective Filings Service. If Customer requests, Avalara will prepare (or correct) and file MVR Returns in Filing Jurisdictions for prior reporting periods, as specified in an Order Document.
- Avalara Fiscal Representation. If Customer requests, Avalara may provide Avalara Fiscal Representation to Customer in Filing Jurisdictions selected by Customer. Customer's use of Avalara Fiscal Representation is subject to the Service-Specific Supplemental Terms available at https://www.avalara.com/FR-terms.
- Fiscal Representation Offered Through an Avalara Partner. If Customer requests (or if Avalara elects not to provide Avalara Fiscal Representation to Customer), Avalara may arrange for the provision by one or more third parties of fiscal representation services in connection with the MVR Returns prepared using Managed VAT Reporting. In such case, Customer will provide Avalara or the third party with an executed third-party power of attorney and, if requested, appointment letter or other documentation or agreements required for the third party to provide the fiscal representation services to Customer in the applicable Filing Jurisdiction. Avalara will co-ordinate the partner’s fiscal representation services on Customer’s behalf in connection with the MVR Returns. Notwithstanding anything to the contrary in the Agreement, Customer and such third party, and not Avalara, shall be responsible for such fiscal representation and such fiscal representation services will be provided under the third party’s terms, not under the Agreement.
- Avalara IOSS Intermediary. If Customer requests, Avalara may provide Avalara IOSS Intermediary to Customer. Customer's use of Avalara IOSS Intermediary is subject to the Service-Specific Supplemental Terms available at https://www.avalara.com/IOSS-intermediary-terms.
- IOSS Intermediary Offered Through an Avalara Partner. If Customer requests (or if Avalara elects not to provide Avalara IOSS Intermediary to Customer), Avalara may arrange for the provision by one or more third parties of IOSS intermediary services in connection with the MVR Returns prepared using Managed VAT Reporting. In such case, Customer will provide Avalara or the third party with an executed third-party power of attorney and, if requested, appointment letter or other documentation or agreements required for the third party to provide the IOSS intermediary services to Customer. Avalara will co-ordinate the partner’s IOSS intermediary services on Customer’s behalf in connection with the MVR Returns. Notwithstanding anything to the contrary in the Agreement, Customer and such third party, and not Avalara, shall be responsible for such IOSS intermediary and such IOSS intermediary services will be provided under the third party’s terms, not under the Agreement.
- License. Avalara grants Customer and Filing Entity, where applicable, 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, MVR Return or other filing for which it was provided.
- Notice Management.
- Avalara and Customer will request that Filing Jurisdictions send correspondence relating to Customer’s MVR Returns (each such correspondence, a “Notice”) to Customer. If Avalara receives a Notice, Avalara will forward it to Customer. If Customer receives a Notice, Customer shall promptly, and no later than 5 business days after receipt of the Notice (or such earlier deadline specified in Section 3(b), if applicable), deliver such Notice to Avalara by email to noticemanagement@avalara.com or through such other method designated by Avalara. Except as provided in this Section 3, however, Avalara is not responsible for managing or responding to Notices, even if delivered to Avalara by Customer.
- If Customer requests that Avalara assist Customer in assessing or responding to a Notice, Avalara will assist Customer in responding for the fees set forth in Section 5(c)(iii) (Additional Fees/Notices), provided that Avalara receives Customer’s request for assistance (together with a copy of the Notice, if Customer has not already provided it to Avalara) sufficiently in advance of the response deadline for the Notice established by the Filing Jurisdiction, as follows: (i) if the response deadline for the Notice is within 7 days after the date of Customer’s request, then Customer’s request must be made at least 4 business days before the response deadline; (ii) if the response deadline is between 7 and 14 days after the date of Customer’s request, then Customer’s request must be made at least 6 business days before the response deadline; and (iii) if the response deadline is more than 14 days after the date of Customer’s request, then Customer’s request must be made at least 8 business days before the response deadline. If Customer so engages Avalara to assist Customer in assessing or responding to a Notice, Customer shall provide timely responses to Avalara’s requests for information relating to the Notice (including, without limitation, about Customer’s remittance of VAT Funds) and otherwise provide assistance as requested by Avalara in responding to the Notice. If Customer fails to request assistance to respond to the Notice in accordance with the deadlines above, Avalara will not be responsible for managing or responding to the Notice. If Avalara agrees to assist Customer in responding to a Notice for which Customer did not timely request assistance, or if Customer timely requests assistance but fails to timely respond to Avalara’s requests for information relating to the Notice, the response to the Notice may be delayed and Customer or the Filing Entity may incur additional charges and penalties from the Filing Jurisdiction.
- In no event does notice management include audit defense services.
- Services in Germany. Avalara provides technology services but not tax agent services in Germany. If Customer is a nonresident filer in Germany and wishes for Avalara to provide VAT Registration in Germany, Avalara may provide domicile agent services through subcontractors. To file MVR Returns, Customer must directly engage a licensed tax professional (a “Steuerberater”) to file MVR Returns. Customer authorizes Avalara to share Customer Data with the subcontracted domicile agent and authorized Steuerberater, as applicable.
- Fees. Customer shall pay all fees and expenses for the applicable Service specified in each Order Document or as otherwise described herein. Service fees are subject to annual increases as provided in the Terms.
- Subscription-Based MVR Return Fees. If Customer purchases Managed VAT Reporting with subscription-based pricing, Customer will pay the periodic service fee specified in the Order Document based on the Filing Jurisdictions in which Customer will be filing MVR Returns and the service tier purchased by Customer.
- Usage-Based MVR Return Fees. If Customer has Managed VAT Reporting with usage-based pricing, Customer will pay fees based on Customer’s usage of the Service and the service tier purchased by Customer, as described in this Section 5(b).
- Standard MVR Returns. Fees for Standard MVR Returns are based on the MVR Filing Information and the quoted number of Standard MVR Returns. The estimated preparation time per Standard MVR Return is specified in the Order Document. Returns for certain countries and certain Standard MVR Returns (such as annual returns) take longer to prepare. If a Standard MVR Return takes longer to prepare for any reason other than Avalara’s failure to perform under this Agreement, Avalara may, in Avalara’s sole discretion, bill on an hourly-rate basis (in 0.25-hour increments) for the excess preparation time, at the hourly rate specified in the Order Document.
- Non-Standard MVR Returns. Fees for Non-Standard MVR Returns are billed on an hourly-rate basis (in 0.25-hour increments), at the hourly rate specified in the Order Document. There is a 0.25-hour minimum per Non-Standard MVR Return.
- Additional Fees.
- VAT Registration. For each Registration or de-Registration of a Filing Entity or transfer of the role of VAT Agent, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these MVR Terms.
- MVR Back Filing and Corrective Filings Service. For each back filing or corrective filing, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these MVR Terms.
- Notices. For reviewing and summarizing a Notice that relates to a penalty, Avalara will charge on an hourly-rate basis (with a 0.5-hour minimum), at the hourly rate specified in the Order Document, except to the extent included as part of Customer’s service tier. If Customer requests Avalara’s assistance with assessing and/or responding to a Notice, Avalara’s time will be charged on an hourly-rate basis (in 0.25-hour increments) at the hourly rate specified in the Order Document.
- Other Filings and Support Services. Some country-specific support tasks or filings, such as data storage, EORI or VIES registrations, VAT deferment filings, and provision of additional information or certificates required by certain countries, are charged on a fixed-fee basis, and Customer shall pay the fee specified in the Order Document. Other services, such as audit support, changing Customer’s details with a Filing Jurisdiction, and other support services, are charged on an hourly rate basis (in 0.25-hour increments) at the hourly rate specified in the Order Document.
- Excessive Preparation Time; Data Transformation. If Customer fails to timely provide accurate and complete Filing Information or VAT Data (including additional information requested by Avalara to clarify the Filing Information or VAT Data), fails to provide VAT Data that meets Avalara’s minimum transactional data requirements for the Service, or fails to fulfill any other obligation under these MVR Terms, or if Customer requires a change to Avalara’s standard process for the applicable Service, Avalara may charge on an hourly-rate basis (in 0.25-hour increments) for any resulting additional time spent by Avalara in providing the Service or in providing data transformation services, at the hourly rate specified in the Order Document.
- Expenses. Customer shall be responsible for translation fees, legal fees, courier fees, apostille costs, and any other reasonable costs and expenses Avalara incurs when providing the Services.
- MVR Guarantee. Avalara provides a guarantee of the timeliness of MVR Returns prepared and filed through Managed VAT Reporting (the “MVR Guarantee”) under the following terms:
- If Customer receives a Notice of a late filing or a failure to file an MVR Return that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an MVR Return it was obligated to file (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 elected by Avalara are exhausted, or (ii) the amount of Managed VAT Reporting fees paid by Customer to Avalara during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the MVR Guarantee:
- Customer must have met all of its obligations under these MVR Terms and the Terms, including providing and maintaining accurate, complete, and current Filing Information and VAT Data and timely paying Managed VAT Reporting fees. To the extent that the Avalara Error was caused by Customer’s failure to perform any of the obligations in these MVR Terms or the Terms, the MVR Guarantee will not apply. For the avoidance of doubt, the MVR Guarantee does not apply to claims resulting from Customer’s failure to timely submit VAT Funds due for an MVR Return.
- Customer must not have requested adjustments to the draft MVR Return after the Return Approval Deadline.
- Customer must promptly forward any Notices and relevant information from the Filing Jurisdiction within the deadlines for Notice management specified in Section 3(b).
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist in any efforts by Avalara to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of Managed VAT Reporting fees paid that are eligible for the MVR Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Managed VAT Reporting in all Filing Jurisdictions, 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, 2022, the period used in the calculation will be from April 1, 2021, to March 31, 2022). For clarity, the parties acknowledge that fees paid for Managed VAT Reporting do not include any one-time fees.
- If the Notice(s) or other circumstances related to the alleged Avalara Error implicate other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under the MVR 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 MVR Guarantee payment 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 elected by Avalara 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 Managed VAT Reporting account in good standing when the claim is submitted to Avalara to be eligible to receive payment under this MVR Guarantee.
- Termination.
- Avalara Cancellation Option. If Customer has not provided the Filing Information for its first Filing Entity within a reasonable time after the Effective Date (as determined by Avalara in its reasonable discretion) or if Customer does not pay the invoice for fees due under its initial Order Document for Managed VAT Reporting within 15 days after its due date, Avalara reserves the right to cancel Customer’s Managed VAT Reporting (and, if applicable, VAT Registration or Avalara Fiscal Representation) by giving written notice to Customer, and retain all prepaid fees for the cancelled Service.
- Avalara Termination Right. In addition to Avalara’s cancellation and termination rights described elsewhere in these MVR Terms and the Terms if: (i) Customer fails to adhere to the deadlines in the Filing Calendar for three or more months within a 12-month period; (ii) Customer fails to provide Filing Information requested by Avalara for VAT Registration or the Back Filings or Corrective Filings Service despite at least two requests from Avalara; (iii) Avalara cannot provide Managed VAT Reporting in a particular Filing Jurisdiction (for example, if by doing so Avalara would be treated as Customer’s agent for tax types not supported by Avalara); (iv) a power of attorney granted by Customer to Avalara or the applicable Affiliate of Avalara terminates, or the applicable appointment of Avalara or Affiliate of Avalara is terminated for any reason; or (v) Customer has purchased Avalara Fiscal Representation and Avalara terminates Customer’s subscription to such Service, Avalara may terminate the applicable Service immediately by giving written notice to Customer. Customer remains responsible for all accrued fees, and except in the case of (iii) or (v), Avalara may retain all prepaid fees for the terminated Service.
- Liability Which Cannot be Excluded. 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 under Applicable Laws.
- Deviations from the Terms. The sections of the Terms entitled Automatic Upgrades and Overages and Governing Law; Jurisdiction and Venue and any provisions relating to Services delivered as “software as a service” (such as provisions relating to status updates and downtime) do not apply to Managed VAT Reporting or other Services offered pursuant to these MVR Terms.
- Third Party Rights. No third party, other than an Avalara Affiliate, may enforce any term of the Agreement. The rights of the parties to terminate or modify the Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Governing Law; Arbitration. The governing law of the Agreement shall be the substantive law of England and Wales. Any dispute arising out of or in connection with the Agreement will be referred to and finally resolved by binding 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.
Effective October 28th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Managed VAT Reporting Supplemental Terms will apply to your Service upon any renewal, upgrade, or purchase made on or after June 1, 2023.
Table of Contents
Last Updated May 1, 2023.
These Supplemental Terms for Avalara Managed VAT Reporting (“MVR Terms”), formerly called Managed Return Services, govern Customer’s purchase and use of Avalara’s Managed VAT Reporting and related Services. These MVR 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 MVR Terms have the meaning given in the Terms.
These Supplemental Terms for Avalara Managed VAT Reporting (“MVR Terms”), formerly called Managed Return Services, govern Customer’s purchase and use of Avalara’s Managed VAT Reporting and related Services. These MVR 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 MVR Terms have the meaning given in the Terms.
- Definitions.
- “Avalara Fiscal Representation” means the Service where Avalara serves as Customer’s fiscal representative in Filing Jurisdictions selected by Customer.
- “Avalara IOSS Intermediary” means the Service where Avalara or its Affiliate established in the European Union is appointed by Customer carrying out distance sales of goods imported into the European Union from third territories or third countries as the person liable for payment of VAT and for fulfilling certain other obligations in the name of and on behalf of Customer under the IOSS (‘Import One-Stop Shop’) special scheme.
- “E-Portal Credentials” means log-in credentials for a Filing Entity’s account with the online portal for a Filing Jurisdiction.
- “Filing Approval Deadline” means the deadline by which Customer must review and request adjustment of a draft filing prepared by Avalara, as specified in the Filing Calendar. The document will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes the document to be filed or submitted.
- “Filing Calendar” means the dates and deadlines relating to the performance of the applicable Service that Avalara makes available to Customer through the Service, in the Documentation or otherwise. The Filing Calendar for Managed VAT Reporting includes, for example, the date by which VAT Data must be received from Customer, the Filing Approval Deadline, the filing date for the MVR Return, and the due date for the VAT payment associated with the MVR Return.
- “Filing Entity” means the entity (e.g., Customer or its Affiliate) for which Customer requests that Avalara provide the applicable Service.
- “Filing Information” means the Filing Entities and, for each Filing Entity, the Filing Jurisdiction(s), VAT Registration Number(s), other information supporting identification and filing with the Filing Jurisdiction(s), E-Portal Credentials (if applicable), and other information requested by Avalara to provide the applicable Service.
- “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide the applicable Service.
- “Managed VAT Reporting” means Avalara’s Service for preparation and filing of VAT returns and, as applicable, notice management related thereto.
- “MVR Registration” means Avalara’s Service for registering or de-registering Filing Entities in Filing Jurisdictions or transferring the role of VAT Agent.
- “MVR Return” means a Standard MVR Return or a Non-Standard MVR Return.
- “Non-Standard MVR Return” means (i) a form that is not offered by Avalara as a Standard MVR Return; or (ii) a Standard MVR Return that requires non-standard modifications.
- “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.
- “Registration” is the process of registering a Filing Entity with the taxing authority in a Filing Jurisdiction in order to report and pay VAT.
- “Standard MVR Return” means (i) a standard VAT return; (ii) a VAT return available under a special scheme or arrangement as provided for under the VAT Directive (both Chapters 6 and 7 of Title XII); or (iii) a Supplementary Filing required with a standard VAT return.
- “Supplementary Filing” means Intrastat, European Sales Listing, or other forms required by a Filing Jurisdiction.
- “VAT Agent” means a person or entity authorized to prepare and file online VAT returns or perform related duties as prescribed by Applicable Laws.
- “VAT Data” means all the Customer Data necessary to properly complete the applicable MVR Return.
- “VAT Registration Number” means a unique number provided by the tax authority in the applicable Filing Jurisdiction for use by a Filing Entity.
- The Services.
- Customer’s Account Setup. Customer shall promptly provide Avalara with all information requested by Avalara to begin providing Managed VAT Reporting (and, if applicable, the additional Services described in Section 2(e) below), including (i) the Filing Information, (ii) copies of previous filings in the Filing Jurisdictions; (iii) completed power(s) of attorney for each Filing Entity as described in Section 2(c)(vii) below; and (iv) such other information as Avalara reasonably requests to provide the Service. Customer shall provide such information through the method designated by Avalara. When applicable, Customer authorizes Avalara to access Customer’s accounts with the Filing Jurisdictions, using Customer’s E-Portal Credentials, for the purpose of providing the applicable Service.
- VAT Registration Numbers. If Customer has a VAT Registration Number for a Filing Entity in a Filing Jurisdiction, Customer shall appoint Avalara as VAT Agent for the Filing Entity with that VAT Registration Number. If a new VAT Registration Number is required for a Filing Entity, Customer shall (i) obtain the new VAT Registration Number for such Filing Entity in the applicable Filing Jurisdiction and appoint Avalara as VAT Agent, or (ii) purchase MVR Registration.
- Customer Obligations.
- VAT Requirements; Accurate Information. Customer is solely responsible for determining Customer’s VAT-related requirements and providing and maintaining accurate, complete, and current Filing Information and VAT Data. Avalara has no obligation to audit, verify, correct, or maintain any Filing Information or VAT Data.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall submit any changes to Filing Information to Avalara by the date specified in the applicable Filing Calendar. Any changes received after the date specified in the Filing Calendar will be implemented and become effective in a subsequent month.
- Prior Compliance. Customer is solely responsible for ensuring that it is compliant in all Filing Jurisdictions with respect to all required filings, including VAT returns attributable to filing periods prior to the date that Avalara begins filing MVR Returns under Managed VAT Reporting. Customer may request that Avalara prepare or correct VAT returns and other required filings for prior periods as described in Section 2(e)(ii) below (MVR Back Filing (Retrospective) and Corrective Filing Services).
- VAT Data. Customer shall transmit to Avalara all VAT Data for each of Customer’s MVR Returns, by the deadline specified in the Filing Calendar, in the format and through the method reasonably designated by Avalara. If accurate and complete VAT Data is provided late, if VAT Data is not in the form and frequency specified by Avalara, or if Customer fails to timely provide additional information requested by Avalara to clarify the Filing Information or VAT Data provided by Customer, Avalara may charge for any excess preparation time or data transformation services as provided in Section 5(c)(v), the MVR Return may not be prepared or filed on time, and Customer or the Filing Entity may incur additional charges or penalties. Avalara has no obligation to prompt or remind Customer to timely provide or clarify VAT Data or Filing Information.
- MVR Return Approval. Customer shall review and, if applicable, request adjustment to each draft MVR Return prepared by Avalara pursuant to Section 2(d)(i) by the Filing Approval Deadline. Customer’s MVR Return will be deemed approved by Customer as of the Filing Approval Deadline, and Customer authorizes its filing as an MVR Return. If accurate and complete VAT Data is not timely provided (as reasonably determined by Avalara), Avalara reserves the right to prepare a draft nil-transaction MVR Return (i.e., a return reporting no VAT obligations for the period) based on the available information and, if and as required by the applicable Filing Jurisdiction, to file such MVR Return. Any corrections or additions to an MVR Return (or, if required by the Filing Jurisdiction, a new MVR Return) required to be made based on changed or additional information provided by Customer after the Return Approval Deadline will be made in a later period for an additional fee.
- VAT Payment. Customer shall timely remit to the Filing Jurisdiction (or to the fiscal representative if applicable or, if agreed by Avalara, to Avalara) sufficient funds to pay the VAT due for the applicable MVR Return (“VAT Funds”) prior to the deadline specified in the Filing Calendar for the applicable MVR Return. Avalara will not provide any VAT Funds. Customer shall defend, indemnify, and hold Avalara, its Affiliates and licensors, and its and their officers, directors, employees, representatives and agents harmless from any loss, cost, damage, liability or expense (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Customer’s failure to timely and correctly remit sufficient VAT Funds. In the event that Avalara agrees for Customer to remit VAT Funds to Avalara, 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.
- Power of Attorney. Customer shall execute a limited power of attorney for each Filing Entity, in the form requested by Avalara, for purposes of providing the applicable Service. As reasonably requested by Avalara, Customer shall execute a new power of attorney. Upon termination of Avalara’s provision of the applicable Service with no balance due, Avalara will cease to use any power or authority granted by a Customer power of attorney.
- Background Check. Customer will 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 will provide additional information and 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, Managed VAT Reporting 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 Services under this Section 2(c)(viii) other than for failure to provide documentation required for the Background Screen, Avalara will refund any prepaid unused fees related to such Services. At any time, in Avalara’s discretion, and without notice to Customer, Avalara may report any information related to Customer’s use of the Services or its Background Screen process (including without limitation Customer Data and Personal Information) to a regulator, law enforcement agency, or government department or unit in any Filing Jurisdiction, in each case as Avalara determines to be appropriate and in accordance with Applicable Laws.
- Avalara Obligations.
- i. MVR Returns. Using the VAT Data and each Filing Entity’s VAT Registration Number and other Filing Information, Avalara shall prepare a draft MVR Return and provide it to Customer. In addition, Avalara shall provide Customer with a payment memo documenting the VAT amounts due to the Filing Jurisdiction for the MVR Return. An approved MVR Return (without tax payment) will be filed in the applicable Filing Jurisdiction, provided that Customer timely transmits to Avalara all VAT Data and Filing Information and the MVR Return is approved (or deemed approved) before or on the Return Approval Deadline. Avalara reserves the right to prepare a draft (and, if and as required by the applicable Filing Jurisdiction, file) a nil return as provided in Section 2(c)(v). For Filing Jurisdictions in which filings are made through the taxing authority’s online portal, Avalara has no liability for a filing being delayed because the portal is not accessible at the time of the filing, for example due to technical difficulties with the portal, internet outages outside of Avalara’s reasonable control, or missing or incorrect E-Portal Credentials provided by Customer or the Filing Entity. Avalara has no liability for a late or missed filing (including any fees, penalties, interest or other charges assessed by the Filing Jurisdiction) resulting from Customer’s failure to timely provide VAT Data or Filing Information, to timely request adjustment of a draft VAT Return, or to timely remit VAT Funds.
- ii. Ongoing Representation Services. Avalara shall serve as the appointed VAT Agent for the Filing Entities with the Filing Jurisdictions and shall receive, forward and, for an additional fee, handle basic and regular tax correspondence as described in Section 3 (Notice Management). This representation does not include fiscal representation (unless Customer purchases Avalara Fiscal Representation for the applicable Filing Jurisdiction) or audit defense.
- Additional Services.
- MVR Registration. If Customer requests, Avalara will provide MVR Registration. As promptly as possible after the Effective Date of MVR Registration, Customer shall provide the Filing Entities’ E-Portal Credentials (if applicable), copies of certificates of incorporation or articles of organization for the Filing Entities, and all other information requested by Avalara, including, for example, a completed Avalara registration questionnaire. Avalara will confirm filing requirements with Customer, check that Customer has provided the required responses and documents, and submit the application for registration, de-registration or change of VAT Agent to the applicable Filing Jurisdiction. For the avoidance of doubt, Registration under MVR Registration includes only the one-time Registration effort and does not include any maintenance of registrations, fiscal representation registrations (unless Customer purchases Avalara Fiscal Representation for the applicable Filing Jurisdiction), EORI applications, VAT deferment or similar schemes, any negotiations with tax authorities, or preparation or filing of any back filings or corrective filings.
- MVR Back Filing (Retrospective) and Corrective Filings Service. If Customer requests, Avalara will prepare (or correct) and file MVR Returns in Filing Jurisdictions for prior reporting periods, as specified in an Order Document.
- Avalara Fiscal Representation. If Customer requests, Avalara may provide Avalara Fiscal Representation to Customer in Filing Jurisdictions selected by Customer. Customer's use of Avalara Fiscal Representation is subject to the Supplemental Terms available at https://www.avalara.com/FR-terms.
- Fiscal Representation Offered Through an Avalara Partner. If Customer requests (or if Avalara elects not to provide Avalara Fiscal Representation to Customer), Avalara may arrange for the provision by one or more third parties of fiscal representation services in connection with the MVR Returns prepared using Managed VAT Reporting. In such case, Customer will provide Avalara or the third party with an executed third-party power of attorney and, if requested, appointment letter or other documentation or agreements required for the third party to provide the fiscal representation services to Customer in the applicable Filing Jurisdiction. Avalara will co-ordinate the partner’s fiscal representation services on Customer’s behalf in connection with the MVR Returns. Notwithstanding anything to the contrary in the Agreement, Customer and such third party, and not Avalara, shall be responsible for such fiscal representation and such fiscal representation services will be provided under the third party’s terms, not under the Agreement.
- Avalara IOSS Intermediary. If Customer requests, Avalara may provide Avalara IOSS Intermediary to Customer. Customer's use of Avalara IOSS Intermediary is subject to the Supplemental Terms available at https://www.avalara.com/IOSS-intermediary-terms.
- IOSS Intermediary Offered Through an Avalara Partner. If Customer requests (or if Avalara elects not to provide Avalara IOSS Intermediary to Customer), Avalara may arrange for the provision by one or more third parties of IOSS intermediary services in connection with the MVR Returns prepared using Managed VAT Reporting. In such case, Customer will provide Avalara or the third party with an executed third-party power of attorney and, if requested, appointment letter or other documentation or agreements required for the third party to provide the IOSS intermediary services to Customer. Avalara will co-ordinate the partner’s IOSS intermediary services on Customer’s behalf in connection with the MVR Returns. Notwithstanding anything to the contrary in the Agreement, Customer and such third party, and not Avalara, shall be responsible for such IOSS intermediary and such IOSS intermediary services will be provided under the third party’s terms, not under the Agreement.
- License. Avalara grants Customer and Filing Entity, where applicable, 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, MVR Return or other filing for which it was provided.
- Notice Management.
- Avalara and Customer will request that Filing Jurisdictions send correspondence relating to Customer’s MVR Returns (each such correspondence, a “Notice”) to Customer. If Avalara receives a Notice, Avalara will forward it to Customer. If Customer receives a Notice, Customer shall promptly, and no later than 5 business days after receipt of the Notice (or such earlier deadline specified in Section 3(b), if applicable), deliver such Notice to Avalara by email to noticemanagement@avalara.com or through such other method designated by Avalara. Except as provided in this Section 3, however, Avalara is not responsible for managing or responding to Notices, even if delivered to Avalara by Customer.
- If Customer requests that Avalara assist Customer in assessing or responding to a Notice, Avalara will assist Customer in responding for the fees set forth in Section 5(c)(iii) (Additional Fees/Notices), provided that Avalara receives Customer’s request for assistance (together with a copy of the Notice, if Customer has not already provided it to Avalara) sufficiently in advance of the response deadline for the Notice established by the Filing Jurisdiction, as follows: (i) if the response deadline for the Notice is within 7 days after the date of Customer’s request, then Customer’s request must be made at least 4 business days before the response deadline; (ii) if the response deadline is between 7 and 14 days after the date of Customer’s request, then Customer’s request must be made at least 6 business days before the response deadline; and (iii) if the response deadline is more than 14 days after the date of Customer’s request, then Customer’s request must be made at least 8 business days before the response deadline. If Customer so engages Avalara to assist Customer in assessing or responding to a Notice, Customer shall provide timely responses to Avalara’s requests for information relating to the Notice (including, without limitation, about Customer’s remittance of VAT Funds) and otherwise provide assistance as requested by Avalara in responding to the Notice. If Customer fails to request assistance to respond to the Notice in accordance with the deadlines above, Avalara will not be responsible for managing or responding to the Notice. If Avalara agrees to assist Customer in responding to a Notice for which Customer did not timely request assistance, or if Customer timely requests assistance but fails to timely respond to Avalara’s requests for information relating to the Notice, the response to the Notice may be delayed and Customer or the Filing Entity may incur additional charges and penalties from the Filing Jurisdiction.
- In no event does notice management include audit defense services.
- Services in Germany. Avalara provides technology services but not tax agent services in Germany. If Customer is a nonresident filer in Germany and wishes for Avalara to provide MVR Registration in Germany, Avalara may provide domicile agent services through subcontractors. To file MVR Returns, Customer must directly engage a licensed tax professional (a “Steuerberater”) to file MVR Returns. Customer authorizes Avalara to share Customer Data with the subcontracted domicile agent and authorized Steuerberater, as applicable.
- Fees. Customer shall pay all fees and expenses for the applicable Service specified in each Order Document or as otherwise described herein. Service fees are subject to annual increases as provided in the Terms.
- Subscription-Based MVR Return Fees. If Customer purchases Managed VAT Reporting with subscription-based pricing, Customer will pay the periodic service fee specified in the Order Document based on the Filing Jurisdictions in which Customer will be filing MVR Returns and the service tier purchased by Customer.
- Usage-Based MVR Return Fees. If Customer has Managed VAT Reporting with usage-based pricing, Customer will pay fees based on Customer’s usage of the Service and the service tier purchased by Customer, as described in this Section 5(b).
- Standard MVR Returns. Fees for Standard MVR Returns are based on the MVR Filing Information and the quoted number of Standard MVR Returns. The estimated preparation time per Standard MVR Return is specified in the Order Document. Returns for certain countries and certain Standard MVR Returns (such as annual returns) take longer to prepare. If a Standard MVR Return takes longer to prepare for any reason other than Avalara’s failure to perform under this Agreement, Avalara may, in Avalara’s sole discretion, bill on an hourly-rate basis (in 0.25-hour increments) for the excess preparation time, at the hourly rate specified in the Order Document.
- Non-Standard MVR Returns. Fees for Non-Standard MVR Returns are billed on an hourly-rate basis (in 0.25-hour increments), at the hourly rate specified in the Order Document. There is a 0.25-hour minimum per Non-Standard MVR Return.
- Additional Fees.
- MVR Registration. For each Registration or de-Registration of a Filing Entity or transfer of the role of VAT Agent, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these MVR Terms.
- MVR Back Filing and Corrective Filings Service. For each back filing or corrective filing, Customer shall pay the fee specified in the Order Document. Notwithstanding anything to the contrary in the Order Document, Avalara may require the applicable fees for this Service to be paid in full before beginning work. In any event, Customer shall provide Avalara with the information requested by Avalara for the Service as set forth in these MVR Terms.
- Notices. For reviewing and summarizing a Notice that relates to a penalty, Avalara will charge on an hourly-rate basis (with a 0.5-hour minimum), at the hourly rate specified in the Order Document, except to the extent included as part of Customer’s service tier. If Customer requests Avalara’s assistance with assessing and/or responding to a Notice, Avalara’s time will be charged on an hourly-rate basis (in 0.25-hour increments) at the hourly rate specified in the Order Document.
- Other Filings and Support Services. Some country-specific support tasks or filings, such as data storage, EORI or VIES registrations, VAT deferment filings, and provision of additional information or certificates required by certain countries, are charged on a fixed-fee basis, and Customer shall pay the fee specified in the Order Document. Other services, such as audit support, changing Customer’s details with a Filing Jurisdiction, and other support services, are charged on an hourly rate basis (in 0.25-hour increments) at the hourly rate specified in the Order Document.
- Excessive Preparation Time; Data Transformation. If Customer fails to timely provide accurate and complete Filing Information or VAT Data (including additional information requested by Avalara to clarify the Filing Information or VAT Data), fails to provide VAT Data that meets Avalara’s minimum transactional data requirements for the Service, or fails to fulfill any other obligation under these MVR Terms, or if Customer requires a change to Avalara’s standard process for the applicable Service, Avalara may charge on an hourly-rate basis (in 0.25-hour increments) for any resulting additional time spent by Avalara in providing the Service or in providing data transformation services, at the hourly rate specified in the Order Document.
- Expenses. Customer shall be responsible for translation fees, legal fees, courier fees, apostille costs, and any other reasonable costs and expenses Avalara incurs when providing the Services.
- MVR Guarantee. Avalara provides a guarantee of the timeliness of MVR Returns prepared and filed through Managed VAT Reporting (the “MVR Guarantee”) under the following terms:
- If Customer receives a Notice of a late filing or a failure to file an MVR Return that results in liability for penalties or interest due solely to Avalara’s failure to timely prepare and file an MVR Return it was obligated to file (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 elected by Avalara are exhausted, or (ii) the amount of Managed VAT Reporting fees paid by Customer to Avalara during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the MVR Guarantee:
- Customer must have met all of its obligations under these MVR Terms and the Terms, including providing and maintaining accurate, complete, and current Filing Information and VAT Data and timely paying Managed VAT Reporting fees. To the extent that the Avalara Error was caused by Customer’s failure to perform any of the obligations in these MVR Terms or the Terms, the MVR Guarantee will not apply. For the avoidance of doubt, the MVR Guarantee does not apply to claims resulting from Customer’s failure to timely submit VAT Funds due for an MVR Return.
- Customer must not have requested adjustments to the draft MVR Return after the Return Approval Deadline.
- Customer must promptly forward any Notices and relevant information from the Filing Jurisdiction within the deadlines for Notice management specified in Section 3(b).
- Customer must assist Avalara in challenging the Filing Jurisdiction’s findings if Avalara deems it appropriate in Avalara’s sole discretion.
- Customer must assist in any efforts by Avalara to abate or reduce the amount of penalties or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of Managed VAT Reporting fees paid that are eligible for the MVR Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Managed VAT Reporting in all Filing Jurisdictions, 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, 2022, the period used in the calculation will be from April 1, 2021, to March 31, 2022). For clarity, the parties acknowledge that fees paid for Managed VAT Reporting do not include any one-time fees.
- If the Notice(s) or other circumstances related to the alleged Avalara Error implicate other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under the MVR 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 MVR Guarantee payment 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 elected by Avalara 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 Managed VAT Reporting account in good standing when the claim is submitted to Avalara to be eligible to receive payment under this MVR Guarantee.
- Termination.
- Avalara Cancellation Option. If Customer has not provided the Filing Information for its first Filing Entity within a reasonable time after the Effective Date (as determined by Avalara in its reasonable discretion) or if Customer does not pay the invoice for fees due under its initial Order Document for Managed VAT Reporting within 15 days after its due date, Avalara reserves the right to cancel Customer’s Managed VAT Reporting (and, if applicable, MVR Registration or Avalara Fiscal Representation) by giving written notice to Customer, and retain all prepaid fees for the cancelled Service.
- Avalara Termination Right. In addition to Avalara’s cancellation and termination rights described elsewhere in these MVR Terms and the Terms if: (i) Customer fails to adhere to the deadlines in the Filing Calendar for three or more months within a 12-month period; (ii) Customer fails to provide Filing Information requested by Avalara for MVR Registration or the Back Filings or Corrective Filings Service despite at least two requests from Avalara; (iii) Avalara cannot provide Managed VAT Reporting in a particular Filing Jurisdiction (for example, if by doing so Avalara would be treated as Customer’s agent for tax types not supported by Avalara); (iv) a power of attorney granted by Customer to Avalara or the applicable Affiliate of Avalara terminates, or the applicable appointment of Avalara or Affiliate of Avalara is terminated for any reason; or (v) Customer has purchased Avalara Fiscal Representation and Avalara terminates Customer’s subscription to such Service, Avalara may terminate the applicable Service immediately by giving written notice to Customer. Customer remains responsible for all accrued fees, and except in the case of (iii) or (v), Avalara may retain all prepaid fees for the terminated Service.
- Liability Which Cannot be Excluded. 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 under Applicable Laws.
- Deviations from the Terms. The sections of the Terms entitled Automatic Upgrades and Overages and Governing Law; Jurisdiction and Venue 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 Managed VAT Reporting or other Services offered pursuant to these MVR Terms.
- Avalara Managed VAT Reporting Light. Avalara offers Managed VAT Reporting Light (“MVR Light”) as a scaled-down version of Managed VAT Reporting for Customers who wish to file their own returns. For Customers who purchase MVR Light, Avalara will only confirm data entry (i.e., confirm that Customer has provided the required responses in the correct format), without providing any accompanying filing services. Avalara does not verify the validity or accuracy of transactional or other data. Customer shall promptly provide Avalara with all information requested by Avalara to provide MVR Light. Customer will be solely responsible for filing the returns and managing notices. Sections 2(a), 2(b), 2(c)(v) - 2(c)(vii), 2(d), 2(e), 3, 4, 5(a), 5(b), 5(c)(i) - 5(c)(iv), 5(d), 6, and 7 of these MVR Terms do not apply to Customer's purchase of MVR Light.
- Third Party Rights. No third party, other than an Avalara Affiliate, may enforce any term of the Agreement. The rights of the parties to terminate or modify the Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- Governing Law; Arbitration. The governing law of the Agreement shall be the substantive law of England and Wales. Any dispute arising out of or in connection with the Agreement will be referred to and finally resolved by binding 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.
MatrixMaster
Effective November 1st 2023
DownloadTable of Contents
These MatrixMaster Service-Specific Supplemental Terms (“MatrixMaster Terms”) govern Customer’s use of the MatrixMaster Service, Limited MatrixMaster Service, and Additional Services (as defined below). These MatrixMaster 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 MatrixMaster Terms and not defined have the meanings given in the Terms.
- Definitions.
- Avalara Services.
- “Additional Services” means the services Avalara offers under these MatrixMaster Terms in addition to the MatrixMaster Service and the Limited MatrixMaster Service, including Bottle Deposit, E911 Service, File Review, Sales Tax Holiday Flagging, SNAP Flagging, and Tax Rates Service.
- “Bottle Deposit” means the service for determining the deposit amount associated with eligible beverages in accordance with applicable states’ bottle deposit program.
- “E911 Service” means the service for identifying Items subject to state E911 programs and providing the applicable fees or tax rates.
- “File Review” means the service for reviewing Customer’s Item tax flag settings. The File Review Service Output will be delivered at the frequency set forth in the Order Document. Customer will provide the applicable files for review, and the delivery timeline of the File Review Service Output will be determined in Avalara’s sole discretion.
- “Limited MatrixMaster Service” means the service for determining whether Items are subject to sales tax. The Service Output for the Limited MatrixMaster Service will include only those Items that match to Avalara’s database at the time of Customer’s file submission. The Limited MatrixMaster Service is delivered on a one-time basis only, and Avalara will not provide updates in response to changes from applicable jurisdictions. If the Service Output of the Limited MatrixMaster Service is the subject of an audit by a taxing jurisdiction, Avalara will not provide information to Customer to substantiate the Service Output.
- “MatrixMaster Service” means the service for determining whether Items are subject to sales tax, and any other determinations set forth in an Order Document in the jurisdictions identified in an Order Document.
- “Sales Tax Holiday Flagging” means the service for determining Item eligibility for sales tax holidays.
- “SNAP Flagging” means the service for determining product eligibility for the U.S. Department of Agriculture Food and Nutrition Services Supplemental Nutrition Assistance Program (SNAP).
- “Tax Rates Service” means the service for determining tax rates and exemptions for tangible personal property (TPP) and food for home consumption (other than prepared meals that are subject to a meals tax) for particular Store Locations. The tax rates output generated by the Tax Rates Service will be: (i) based on the most recent list of Store Locations provided by Customer; and (ii) delivered monthly (but Avalara does not provide specific delivery dates). Avalara will use Store Location mailing addresses to determine tax rates. If Avalara is unable to validate a mailing address, Avalara will use the tax rates applicable to the ZIP code for such address.
- Other Defined Terms.
- “Customer Data” has the meaning given in the Terms. Customer Data does not include the Service Output.
- “Item” means (i) a Universal Product Code (UPC) or (ii) other unique product identifier that is preapproved in writing by Avalara.
- “Service Output” means Content that is the resulting output generated by a Service provided under these MatrixMaster Terms. The Service Output is delivered in the format specified herein for the applicable Service or, if not specified, in a .csv file or other commercially reasonable format. If the applicable Service includes taxability determinations and Avalara cannot make a taxability determination for Items submitted by Customer, the Service Output may identify such Items as tangible personal property, unless otherwise instructed by Customer in writing.
- “Store Location” means a store location with respect to which the Tax Rates Service is provided, provided such Store Location can be validated by Avalara. For purposes of these MatrixMaster Terms, each unique mailing address constitutes one Store Location, and each Store Location is identified by its name and mailing address.
- Avalara Services.
- License. Avalara grants a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use and retain the Service Output solely for its internal compliance purposes in connection with the goods and services it sells.
- Services.
- Customer Responsibilities.
- Customer shall submit the Customer Data that Avalara requires in a .csv format or other format agreed to by the parties within 30 days after the Effective Date. For Ongoing Maintenance (as defined in Section 3(b)(ii) below), Customer’s Order Document will identify the frequency in which Customer is permitted to submit a file of Items (for example, if “monthly” is identified, Customer may submit only one file of Items per month and additional files will not be accepted). Any change to the frequency of Customer’s file submission must be preapproved in writing by Avalara in its sole discretion.
- Customer shall provide Avalara with all requisite information to perform the Service and shall designate a single contact person to assist Avalara in identifying Items, and, if applicable, Store Locations. Each file Customer submits for review (other than for the Tax Rates Service) shall include: (A) for each Item, a name, UPC, or other product identifier and a detailed description; (B) the unit of measure associated with each Item’s size; (C) the department (including category and subcategory) associated with each Item; and (D) such other information or documentation as is requested by Avalara to perform the Service. Determinations that cannot be made by Avalara without further clarification from Customer will not be included in the Service Output unless Customer provides the requested information and/or documentation.
- Customer shall not use the Services or the Service Output for the benefit of any third party. Customer shall not (i) reproduce, modify, create, or prepare derivative works of the Service Output; (ii) distribute, display, share, sell, rent, lease, or otherwise provide access to the Service Output; (iii) use the Services or the Service Output to operate any timesharing, service bureau, or similar business; or (iv) alter, destroy, or otherwise remove any proprietary notices within the Service Output.
- Avalara’s Responsibilities.
- Initial Review. If Customer purchases “Initial Review,” Avalara will provide the Service and the Service Output on a one-time basis.
- Ongoing Maintenance. If Customer purchases “Ongoing Maintenance,” Customer may submit new Items as set forth in the Order Document, and Avalara will provide updates in response to changes from applicable jurisdictions but does not reexamine previously submitted Items for any ingredient, category, or mapping changes.
- Customer Support. Avalara provides Customer support during regular Avalara business hours only.
- Audit Support. Except as provided in Section 1(a)(v) (Limited MatrixMaster Service), if the Service Output is the subject of an audit by a taxing jurisdiction related to the Services, Avalara will provide information (to the extent available) to Customer to substantiate the Service Output. Avalara will not provide audit defense services.
- Customer Responsibilities.
- Term and Termination. If Customer purchases Initial Review and Ongoing Maintenance, the Initial Subscription Term begins on the Effective Date and ends after 15 calendar months, and thereafter will automatically renew for successive additional 12-month Renewal Subscription Terms unless either Party provides notice of non-renewal in accordance with the Terms. If Customer purchases only the Initial Review, the Initial Subscription Term begins on the Effective Date, ends upon delivery of the Service Output, and will not automatically renew. For purchases of the Limited MatrixMaster Service, the Initial Subscription Term begins on the Effective Date and ends after 12 calendar months, and thereafter will automatically renew for successive additional 12-month Renewal Subscription Terms unless either Party provides notice of non-renewal in accordance with the Terms.
- Fees and Billing. Fees for the Services are set forth in the Order Document.
- Annual Billing. Fees for the Initial Subscription Term are due upon execution of the Agreement. Avalara will invoice and Customer shall pay any annual fees at the beginning of the Initial Subscription Term and each Renewal Subscription Term, unless otherwise provided in an Order Document.
- Fees. Fees for the MatrixMaster Service are based on the number of Items submitted by Customer and the number of jurisdictions included in the Service. Fees for the Limited MatrixMaster Service are based on the number of Items submitted by Customer. Fees for Additional Services are as set forth in the Order Document. If during a Subscription Term Customer exceeds the number of Items or Store Locations set forth in the Order Document or adds additional jurisdictions, fees are subject to update by Avalara as described below.
- Overages. If Customer exceeds the maximum number of Items or Store Locations set forth in the Order Document, Avalara will charge an overage fee or adjust the annual fees, as applicable. During the Initial Subscription Term, overage fees will be charged at the applicable rate and frequency specified in the Order Document. In any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Additional Jurisdictions. If Customer adds jurisdictions during the Term, Avalara will charge a one-time setup fee and will increase the annual subscription fee. Additional jurisdictions will be charged at the applicable rate and frequency identified in the Order Document. In any Renewal Subscription Term, Avalara’s then-current pricing for additional jurisdictions will apply. Avalara will have at least four weeks to add a new jurisdiction to the Ongoing Maintenance.
Effective October 28th 2023 to November 1st 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 MatrixMaster Product-Specific Supplemental Terms (“MatrixMaster Terms”) govern Customer’s use of the MatrixMaster Service, Limited MatrixMaster Service, and Additional Services (as defined below). These MatrixMaster 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 MatrixMaster Terms and not defined have the meanings given in the Terms.
- Definitions.
- Avalara Services.
- “Additional Services” means the Services Avalara offers under these MatrixMaster Terms in addition to the MatrixMaster Service and the Limited MatrixMaster Service, including Bottle Deposit, E911 Service, File Review, Sales Tax Holiday Flagging, SNAP Flagging, and Tax Rates Service.
- “Bottle Deposit” means the Service for determining the deposit amount associated with eligible beverages in accordance with applicable states’ bottle deposit program.
- “E911 Service” means the Service for identifying Items subject to state E911 programs and providing the applicable fees or tax rates.
- “File Review” means the Service for reviewing Customer’s Item tax flag settings. The File Review Service Output will be delivered at the frequency set forth in the Order Document. Customer will provide the applicable files for review, and the delivery timeline of the File Review Service Output will be determined in Avalara’s sole discretion.
- “Limited MatrixMaster Service” means the Service for determining whether Items are subject to sales tax. The Service Output (as defined in Section 1(b)(iii) below) for the Limited MatrixMaster Service will include only those Items that match to Avalara’s database at the time of Customer’s file submission. The Limited MatrixMaster Service is delivered on a one-time basis only, and Avalara will not provide updates in response to changes from applicable jurisdictions. If the Service Output of the Limited MatrixMaster Service is the subject of an audit by a taxing jurisdiction, Avalara will not provide information to Customer to substantiate the Service Output.
- “MatrixMaster Service” means the Service for determining whether Items are subject to sales tax, and any other determinations set forth in an Order Document in the jurisdictions identified in an Order Document.
- “Sales Tax Holiday Flagging” means the Service for determining Item eligibility for sales tax holidays.
- “SNAP Flagging” means the Service for determining product eligibility for the U.S. Department of Agriculture Food and Nutrition Services Supplemental Nutrition Assistance Program (SNAP).
- “Tax Rates Service” means the Service for determining tax rates and exemptions for tangible personal property (TPP) and food for home consumption (other than prepared meals that are subject to a meals tax) for particular Store Locations. The tax rates output generated by the Tax Rates Service will be: (i) based on the most recent list of Store Locations provided by Customer; and (ii) delivered monthly (but Avalara does not provide specific delivery dates). Avalara will use Store Location mailing addresses to determine tax rates. If Avalara is unable to validate a mailing address, Avalara will use the tax rates applicable to the ZIP code for such address.
- Other Defined Terms.
- “Customer Data” has the meaning given in the Terms but does not include the Service Output.
- “Item” means (i) a Universal Product Code (UPC) or (ii) other unique product identifier that is preapproved in writing by Avalara.
- “Service Output” means the resulting output generated by a Service provided under these MatrixMaster Terms. The Service Output is delivered in the format specified herein for the applicable Service or, if not specified, in a .csv file or other commercially reasonable format. If the applicable Service includes taxability determinations and Avalara cannot make a taxability determination for Items submitted by Customer, the Service Output may identify such Items as tangible personal property, unless otherwise instructed by Customer in writing.
- “Store Location” means a store location with respect to which the Tax Rates Service is provided, provided such Store Location can be validated by Avalara. For purposes of these MatrixMaster Terms, each unique mailing address constitutes one Store Location, and each Store Location is identified by its name and mailing address.
- Avalara Services.
- License. Avalara grants 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.
- Services.
- Customer Responsibilities.
- Customer shall submit the Customer Data that Avalara requires in a .csv format or other format agreed to by the parties within 30 days after the Effective Date. For Ongoing Maintenance (as defined in Section 3(b)(ii) below), Customer’s Order Document will identify the frequency in which Customer is permitted to submit a file of Items (for example, if “monthly” is identified, Customer may submit only one file of Items per month and additional files will not be accepted). Any change to the frequency of Customer’s file submission must be preapproved in writing by Avalara in its sole discretion.
- Customer shall provide Avalara with all requisite information to perform the Service and shall designate a single contact person to assist Avalara in identifying Items, and, if applicable, Store Locations. Each file Customer submits for review (other than for the Tax Rates Service) shall include: (A) for each Item, a name, UPC, or other product identifier and a detailed description; (B) the unit of measure associated with each Item’s size; (C) the department (including category and subcategory) associated with each Item; and (D) such other information or documentation as is requested by Avalara to perform the Service. Determinations that cannot be made by Avalara without further clarification from Customer will not be included in the Service Output unless Customer provides the requested information and/or documentation.
- Customer shall not use the Services or the Service Output for the benefit of any third party. Customer shall not (i) reproduce, modify, create, or prepare derivative works of the Service Output; (ii) distribute, display, share, sell, rent, lease, or otherwise provide access to the Service Output; (iii) use the Services or the Service Output to operate any timesharing, service bureau, or similar business; or (iv) alter, destroy, or otherwise remove any proprietary notices within the Service Output.
- Avalara’s Responsibilities.
- Initial Review. If Customer purchases “Initial Review,” Avalara will provide the Service and the Service Output on a one-time basis.
- Ongoing Maintenance. If Customer purchases “Ongoing Maintenance,” Customer may submit new Items as set forth in the Order Document, and Avalara will provide updates in response to changes from applicable jurisdictions but does not reexamine previously submitted Items for any ingredient, category, or mapping changes.
- Customer Support. Avalara provides Customer support during regular Avalara business hours only.
- Audit Support. Except as provided in Section 1(a)(v) (Limited MatrixMaster Service), if the Service Output is the subject of an audit by a taxing jurisdiction related to the Services, Avalara will provide information (to the extent available) to Customer to substantiate the Service Output. Avalara will not provide audit defense services.
- Customer Responsibilities.
- Term and Termination. If Customer purchases Initial Review and Ongoing Maintenance, the Initial Subscription Term begins on the Effective Date and ends after 15 calendar months, and thereafter will automatically renew for successive additional 12-month Renewal Subscription Terms unless either Party provides notice of non-renewal in accordance with the Terms. If Customer purchases only the Initial Review, the Initial Subscription Term begins on the Effective Date, ends upon delivery of the Service Output, and will not automatically renew. For purchases of the Limited MatrixMaster Service, the Initial Subscription Term begins on the Effective Date and ends after 12 calendar months, and thereafter will automatically renew for successive additional 12-month Renewal Subscription Terms unless either Party provides notice of non-renewal in accordance with the Terms.
- Fees and Billing. Fees for the Services are set forth in the Order Document.
- Annual Billing. Fees for the Initial Subscription Term are due upon execution of the Agreement. Avalara will invoice and Customer shall pay any annual fees at the beginning of the Initial Subscription Term and each Renewal Subscription Term, unless otherwise provided in an Order Document.
- Fees. Fees for the MatrixMaster Service are based on the number of Items submitted by Customer and the number of jurisdictions included in the Service. Fees for the Limited MatrixMaster Service are based on the number of Items submitted by Customer. Fees for Additional Services are as set forth in the Order Document. If during a Subscription Term Customer exceeds the number of Items or Store Locations set forth in the Order Document or adds additional jurisdictions, fees are subject to update by Avalara as described below.
- Overages. If Customer exceeds the maximum number of Items or Store Locations set forth in the Order Document, Avalara will charge an overage fee or adjust the annual fees, as applicable. During the Initial Subscription Term, overage fees will be charged at the applicable rate and frequency specified in the Order Document. In any Renewal Subscription Term, Avalara’s then-current overage rates will apply.
- Additional Jurisdictions. If Customer adds jurisdictions during the Term, Avalara will charge a one-time setup fee and will increase the annual subscription fee. Additional jurisdictions will be charged at the applicable rate and frequency identified in the Order Document. In any Renewal Subscription Term, Avalara’s then-current pricing for additional jurisdictions will apply. Avalara will have at least four weeks to add a new jurisdiction to the Ongoing Maintenance.
- Deviations from the Terms.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
MyLodge Tax
Effective June 30th 2021
DownloadTable of Contents
Welcome to Avalara MyLodgeTax, an Avalara website. Avalara provides this website and the related websites (the “Sites”), including all Content and Services (as those terms are defined below) on the Sites, as a service to our users. Use of the Sites is subject to the following conditions (the “Site Terms”).
Please read these Site Terms carefully. These Site Terms are a legal agreement between Avalara, Inc. and its Affiliates (collectively, “Avalara”) and customers that use the Site and Services (each a “Customer”). The Site Terms govern Customer’s use of the Sites and the Services. By accessing or using the Sites or the Services, Customer agrees to be bound by these Site Terms, including all terms incorporated into the Site Terms by reference. If Customer does not agree to the Site Terms, Customer must not access or use the Sites or Services.
Avalara periodically updates these Site Terms, so Customer must regularly review them. Avalara will post the effective date of any updates at the beginning of these Site Terms. By continuing to use the Sites after an update, Customer agrees to the terms of the update.
- Definitions. Unless otherwise defined in these Site Terms, capitalized terms have the following meanings:
- Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.
- Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
- Avalara Technology” means the technology and intellectual property used in providing the products and services offered by Avalara, including computer software programs, connectors, websites, networks, and equipment. Avalara Technology does not include Third-Party Applications.
- “Content” means all material on the Sites, including information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content, collectively.
- “Customer Data” means (i) any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s systems by Customer (or by Avalara on behalf of Customer) to use the Sites or Services and (ii) the resulting Customer unique output that is returned by the Sites or Services to Customer.
- “Documentation” means Avalara’s user guides, training manuals, and other similar information, as updated or revised by Avalara from time to time, that Avalara provides to Customer at the following location: https://help.avalara.com (or a successor website that Avalara may designate from time to time).
- “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Law.
- “Party” means each of Avalara and Customer.
- “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
- Services. Through the Sites, Avalara provides Content and certain sales and occupancy tax compliance services, including tax license registration, tax license renewal, license support ancillary to tax requirements, tax rate determination, tax return preparation and filing, tax payments, delinquency and notification management, back tax, voluntary disclosure, and other tax services (collectively, the “Services”). These Site Terms govern Avalara’s offering of, and Customer’s use of, the Services. By purchasing access to the Services, Customer agrees to (a) pay the applicable service fees for such Services and (b) use such Services in compliance with any documentation that Avalara provides or makes available to Customer. Avalara may terminate Customer’s use of the Services at any time, for any or no reason, and without prior notice. If Avalara terminates Customer’s access to the Services, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Services that Customer has not yet used at the time of termination. In the event of a termination for Customer’s breach, Avalara will not provide a refund. If Avalara modifies these Site Terms or any other terms of Customer’s subscription (including pricing), such modification will be effective for Customer’s use of the Services at the beginning of the next billing period for the applicable Services that begins at least 14 days after the date of the update. If Customer does not agree to such modified terms, Customer must contact Avalara to terminate Customer’s use of the Services prior to the date that the updated Site Terms or terms become effective for Customer.
- Authorization. By requesting the Services, Customer authorizes Avalara to, on Customer’s behalf, register with taxing and other relevant authorities and file sales and occupancy tax (or similar) returns, as applicable. Customer also authorizes Avalara to contact and interact with taxing authorities and other third parties on Customer’s behalf (but solely related to Avalara’s provision of the Services).
- Customer's Responsibilities.
- For Avalara to provide the Services to Customer, Customer must comply with its responsibilities in these Site Terms, including providing timely and accurate information to Avalara. Customer acknowledges that Customer’s failure to do so could prevent or impair Avalara’s performance of the Services, which in turn could result in delayed payments, overpayments, underpayments, or nonpayments to taxing authorities. Avalara is not liable to Customer for any fees, penalties, or other liabilities incurred by Customer because of Customer’s failure to meet Customer’s obligations set forth in these Site Terms. As a user of the Services, Customer must:
- Ensure that the bank account or credit card numbers that Customer has on file with Avalara are always up to date with the most current information.
- Ensure the legality of any information it provides to Avalara and the means by which Customer acquired it.
- Provide an accurate street address and other identifying information Avalara requests for the property for which Avalara will be making tax or related filings and payments on Customer’s behalf (the “Property”).
- Notify Avalara of any material change in status of the Property that could potentially affect the Services, such as a change in ownership, long-term versus short-term rental activity, and suspension or cessation of rental activity.
- Report to Avalara within the required deadline after the tax reporting period all amounts charged by Customer for rental of the Property during that period, including rent, fees (such as cleaning fees), and all other amounts charged by Customer. If the rental activity is reported after the deadline identified in the Documentation, Avalara is not obligated to file the tax returns by the filing deadline. Failure to meet the filing deadline may subject Customer to additional fees, penalties, and interest for late filing. If Customer does not report its rental activity by the required date, Avalara will assume Customer has no revenue to report and will file a zero-dollar tax return for Customer.
- Ensure adequate funds are available in Customer’s bank accounts to pay the taxes and fees that are owed for Customer’s rental activity and the processing fees of Avalara, taxing and other authorities, and other relevant third parties. Avalara reserves all rights and remedies if Customer fails to have adequate funds available.
- Pay all fees charged by Avalara, including fees for the Services, fees related to amounts paid by Avalara to taxing and other authorities, and any additional fees that Customer incurs in connection with the Services (such as fees for late filings, amended returns, license renewals, and expedited Services).
- Ensure that the Property is properly zoned and licensed for short-term rentals and that short-term rental of the Property is permissible under all Applicable Laws, encumbrances, and agreements relating to the Property. Avalara is not responsible for determining whether your Property is permitted to be a short-term rental.
- Verify the filing status of each tax return or related filing filed on Customer’s behalf by Avalara and confirm that the information Customer provided, and that Avalara uses to file each tax return or related licensing or registration document, is complete and accurate. If Customer identifies any errors in such information or problems with the filing status, Customer must promptly notify Avalara.
- If Customer requires a copy of any tax returns for taxes paid by Avalara on Customer’s behalf, Customer is responsible for obtaining such copies from the relevant agency. Customer acknowledges and agrees that Avalara will not provide Customer with copies of any tax returns, although to the extent Avalara has the tax return in its records, Avalara will provide it to Customer upon request, but may charge a reasonable fee.
- For Avalara to provide the Services to Customer, Customer must comply with its responsibilities in these Site Terms, including providing timely and accurate information to Avalara. Customer acknowledges that Customer’s failure to do so could prevent or impair Avalara’s performance of the Services, which in turn could result in delayed payments, overpayments, underpayments, or nonpayments to taxing authorities. Avalara is not liable to Customer for any fees, penalties, or other liabilities incurred by Customer because of Customer’s failure to meet Customer’s obligations set forth in these Site Terms. As a user of the Services, Customer must:
- Avalara’s Responsibilities. Provided that Customer meets all its responsibilities to Avalara, Avalara will:
- Determine all relevant sales or other taxes on short-term rental activity associated with the Property, based on the street address provided by Customer for the Property.
- Use commercially reasonable efforts to ensure registration and licensing with appropriate taxing authorities for the Property’s rental activity.
- Calculate, complete, and remit on Customer’s behalf all tax returns for the Property by the required filing deadline for each tax jurisdiction, based on the rental activity and other information Customer provided to Avalara.
- Notify Customer of taxes paid and keep records of all tax filings on Customer’s behalf for such period of time as Avalara determines in its sole discretion.
- Confidential Information.
- Confidential Information. “Confidential Information” means all information designated by a Party as confidential, or given the circumstances, would reasonably be understood by the Party receiving the confidential information, (the “Recipient”) to be confidential, regardless of the form of disclosure. Confidential Information includes, with respect to Avalara, the Avalara Technology and the Documentation, and with respect to Customer all Customer Data and Customer’s Personal Information, and with respect to both the Parties, all non-public information relating to business plans, customers and customer lists, data, designs (whether actual, contemplated, experimental, or planned), financial information, forecasts, know-how, methods, market analysis, pricing, products (whether actual, contemplated, experimental, or planned), prerelease offerings, research and development, security policies and processes, source and object code, and strategies of the Party disclosing the confidential information (the “Discloser”).
- Exclusions. Confidential Information does not include information that the Recipient can establish that: (i) (except with respect to Personal Information) is or becomes generally known to the public without the Recipient’s breach of any obligation owed to the Discloser; (ii) has been rightfully received by the Recipient from a third party without confidentiality restrictions; (iii) is known to the Recipient without any restriction as to use or disclosure prior to first receipt by the Recipient from the Discloser; or (iv) has been independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information.
- Disclosures Required by Law. If any Applicable Laws or judicial or administrative order requires the Recipient to disclose any of the Discloser’s Confidential Information then, if legally permitted, the Recipient shall promptly notify the Discloser in writing prior to making any such disclosure, to facilitate the Discloser’s efforts to protect its Confidential Information. Following such notification, the Recipient shall cooperate with the Discloser, at the Discloser’s reasonable expense, in seeking and obtaining protection for the Discloser’s Confidential Information. If, in the absence of a protective order or other remedy or the receipt of a waiver by the Discloser, the Recipient is legally compelled to disclose Confidential Information by any tribunal, regulatory authority, agency, or similar entity, the Recipient may disclose only that portion of the Confidential Information that is legally required to be disclosed and the Recipient shall exercise its best efforts to preserve the confidentiality of the remaining Confidential Information.
- Restrictions on Use and Disclosure. Subject to the permitted disclosures set forth in Section 6(c) (Disclosures Required by Law), the Recipient shall hold Confidential Information in strict confidence and shall not disclose or authorize the disclosure of Confidential Information to third parties except as otherwise permitted by an agreement in writing, signed by both parties. The Recipient may disclose Confidential Information to a director, officer, employee, consultant, advisor, representative, or agent of the subject Party (a “Representative”) or service provider on the condition that the Recipient: (i) ensures that such Representative or service provider is bound by a written agreement or other legally binding obligation of confidentiality and restricted use at least as protective as these Site Terms and (ii) is fully responsible for such Representative’s or service provider’s disclosure and use of the Confidential Information and its compliance with the obligations of the Recipient under this Section 6(d) (Restrictions on Use and Disclosure). The Recipient shall protect Confidential Information of the Discloser from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information of a similar nature and shall not reverse engineer, decompile, or disassemble any such Confidential Information.
- No Professional Tax Opinion or Legal Advice; No Guarantee. Although Avalara strives to ensure that the data, information, and other Content contained in the Services are current and accurate, Avalara is dependent on third parties, including state and local governmental agencies, to timely update and provide information that affects such Content. In addition, many tax rates and regulations rapidly change and require interpretation by qualified tax professionals. Accordingly, Customer acknowledges and agrees that Avalara does not provide legal advice, including professional tax opinions or management advice, and that Customer’s use of the Services does not create any fiduciary obligations on the part of Avalara to Customer. IN ADDITION, CUSTOMER AGREES THAT IT USES AND RELIES UPON THE SERVICES AT CUSTOMER’S OWN RISK AND CUSTOMER ACKNOWLEDGES THAT AVALARA CANNOT GUARANTEE THAT ANY CONTENT CONTAINED IN THE SERVICES IS ACCURATE OR CURRENT. Customer bears full responsibility to determine the applicability of the output generated by the Services and to confirm its accuracy. Customer is encouraged to conduct due diligence and seek the assistance of qualified counsel or accounting professionals on matters requiring professional advice.
- Rights.
- Customer is granted a limited, nonexclusive, nontransferable, revocable license to access and use the Sites solely for Customer’s personal use (or, if applicable, internal business operations as provided in Section 11 (Use of Services for Third Parties) below), in accordance with these Site Terms. As a condition of Customer’s use, Customer warrants to Avalara that it will not use the Sites for any unlawful or prohibited purpose. Avalara does not grant Customer any license, express or implied, to any Avalara intellectual property except for the limited usage rights provided in these Site Terms. Avalara reserves all other rights.
- Avalara reserves the right, in its sole discretion, to (i) revise the Content available on the Sites; (ii) impose rules for and limits on use of, or access to, the Sites or the Services; (iii) restrict Customer’s access to part, or all, of the Sites without notice; or (iv) change, suspend, or discontinue any aspect of the Sites or the Services. Avalara will not be liable to Customer or to any third party for taking any of these actions. Avalara reserves the right to suspend or terminate Customer’s access to the Sites or the Services at any time for any reason, including as a result of a violation of these Site Terms, without notice.
- Content. Content is the property of Avalara or its third-party content suppliers and is protected by United States and international copyright laws. Customer shall use the Content solely for the uses specifically authorized on the Sites and in these Site Terms, and Customer will make no other use of it without Avalara’s express written permission. The Content is not for resale. Except as specifically authorized, Customer shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Content. Customer shall not delete or alter any proprietary rights or attribution notices in the Content. Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation.
- Trademarks. The Avalara names, logos, graphics, brands, and icons on the Sites are Avalara's trademarks, service marks, or trade dress (“Marks”) in the United States and other countries. Avalara’s Marks shall only be used in connection with Avalara products and services. You shall not use Avalara’s Marks in connection with any products or services that are not Avalara’s in a way that is likely to cause confusion among consumers or that disparages or discredits Avalara. Any other trademarks on the Sites are the property of their respective owners and may or may not be affiliated with Avalara.
- Use of Services for Third Parties. Subject to the terms of this Section 11 (Use of Services for Third Parties), Customer may use the Sites and the Service for its internal business operations, including the preparation or filing of tax returns for Customer’s clients.
- Customer is solely responsible for properly setting up, configuring, and maintaining Customer’s profile on the Avalara system in order to use the Service for the benefit of Customer’s clients, including (for each client) (i) the identification of applicable taxing jurisdictions, filing deadlines, and any other information Customer needs to use the Service on behalf of Customer’s client, (ii) the accuracy, quality, legality, completeness, and integrity of the data provided by Customer’s clients (“Client Data”) and the means by which Customer acquired Client Data; (iii) the preparation, content, accuracy, and review of returns or other filings that Customer prepares using the Service, and (iv) the timely filing of returns, including any late filings due to planned or unplanned downtime of the Service and Customer’s misuse of or inability to use the Service.
- Customer represents and warrants that, when Customer uses the Service to submit a return or other document on behalf of a client, Customer has the client’s authorization to file that return. Submission of a return through the Service is Customer’s authorization to Avalara, on behalf of the client, to file that return. Avalara cannot guarantee that a taxing authority will accept the returns that Customer files using the Service.
- As between Customer and Avalara, Customer is solely responsible for ensuring the timely funding of the payment of any taxes or fees associated with Customer’s clients’ returns or related documents (or the filing thereof).
- Customer shall defend, indemnify, and hold Avalara, its Affiliates and its respective officers, directors, employees, agents, and representatives harmless from any liabilities, losses, damages (including punitive damages), awards, judgments, fines, fees, penalties, settlement payments (including any settlement the indemnified party agrees to pay, as long as it is in a written settlement approved by Customer in writing), interest, 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 resulting from any third-party claim or action that results from Customer’s use of the Service on behalf of Customer’s clients or any third party.
- Customer shall provide all support to Customer’s clients, including support for all substantive tax issues related to returns or other documents Customer files on their behalf.
- Privacy Policy; Acceptable Use Policy. Avalara’s use of personal information of Customer employees or Representatives is governed by the Avalara Privacy Policy (available at https://www.avalara.com/privacy-policy), which describes how to manage individual communication preferences. Customer agrees to be bound by the terms of the Avalara Privacy Policy and shall be responsible for informing Customer’s employees and Representatives of the processing of their personal data. Customer agrees to comply with the Acceptable Use Policy (available at https://www.avalara.com/legal/acceptable-use).
- Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws applicable to it, including applicable data protection legal requirements, for the purposes of these Site Terms. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to, or publication of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent that Customer is required to comply with the following: (i) the U.K. Data Protection Act 2018 and the United Kingdom General Data Protection Act (“UK GDPR”); (ii) the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) and any applicable laws enacted by an EU member state implementing the requirements of GDPR; (iii) the Australian Privacy Act 1988 and National Privacy Principles; (iv) the Canadian Personal Information Protection and Electronic Documents Act; (v) the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. and implementing regulations (“CCPA”); (vi) any other existing or newly enacted Applicable Laws regarding privacy; and (vii) any amendments and successors to the foregoing. These Site Terms and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara may use subcontractors to facilitate its obligations under these Site Terms, and Avalara shall be responsible for the acts and omissions of such subcontractors relating to these Site Terms as though they were those of Avalara. Avalara shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any Customer Data, Personal Information, or Customer’s Confidential Information.
- CCPA Service Provider. If Avalara processes Customer Data on behalf of Customer for the provision of the Services, the Parties acknowledge and agree that Avalara is a “Service Provider” as defined in the CCPA, and Customer Data may include personal information, as that term is defined by the CCPA (“CCPA Personal Information”). Avalara does not sell CCPA Personal Information. When Avalara processes CCPA Personal Information for or on behalf of Customer, Avalara collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in these Site Terms, and for no other commercial purpose. Avalara certifies that it understands and will comply with the restrictions set forth in this Section 14 (CCPA Service Provider).
- Data Processing Addendum. To the extent that Avalara processes any Customer Personal Data (as defined in the Avalara Data Processing Addendum, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the “DPA”)) and (i) the Customer Personal Data relates to individuals in the European Economic Area or United Kingdom or (ii) the Customer is established in the European Economic Area or United Kingdom, the Customer agrees that Avalara does so as a processor only and the parties agree to comply with the DPA.
- Communications. When Customer visits the Sites or sends electronic messages to us, Customer is communicating with Avalara electronically. Avalara may be required by law to send Customer communications about the Sites or third-party products or services and will do so in accordance with Avalara’s Privacy Policy. By registering for an account, sending us an electronic message, or otherwise communicating with Avalara, Customer has agreed to communicate with Avalara electronically, which may include receiving emails from Avalara or its partners. Customer may withdraw consent at any time by sending an opt-out or unsubscribe notice.
- Account Password and Security. Customer’s use of the Services requires Customer to open an account. Customer must complete the registration process for this account by providing current, complete, and accurate information as prompted by the applicable registration form. Customer may also be asked to choose a password and a username. Customer is solely responsible for maintaining the confidentiality of its password, username, and other account information. Furthermore, Customer is solely responsible for all activities that occur under Customer’s account and will be held liable for losses or damages incurred by Avalara or another party due to someone else using Customer’s account or password. Customer agrees to notify Avalara immediately of any unauthorized use of Customer’s account or any other breach of security. Avalara will not be liable for any loss or damages that Customer may incur as a result of someone else using Customer’s password or account. Customer shall not use anyone else’s account at any time.
- No Unlawful or Prohibited Use. Customer shall not use the Sites for any purpose that is unlawful or prohibited by these Site Terms. Customer shall not use the Sites in a manner that could damage, disable, overburden, or impair any Avalara server, or the networks connected to any Avalara server, or interfere with any other party’s use and enjoyment of any of the Sites. Customer shall not attempt to gain unauthorized access to the Sites, other accounts, computer systems, or networks connected to Avalara through hacking, password mining, or any other means. Customer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Sites, including accessing, downloading, monitoring, or copying any Content through automated or artificial means or attempting to reverse engineer, decompile, disassemble, or otherwise derive the source code for the Sites. Customer shall not use the Sites to, nor permit any third party to (a) promote Customer’s offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload, or otherwise make available materials, software, or information that is not legally Customer’s unless Customer has permission of the intellectual property rights owner; or (d) impersonate someone else, falsely represent your identity or qualification, or breach another’s privacy.
- No Obligation to Monitor; Disclosure of Information. Avalara has the right to monitor the Sites but has no obligation to do so. Avalara has the right to collect and/or disclose any information as Avalara deems necessary or appropriate to (i) satisfy any law, regulation, or other governmental request, (ii) to operate the Sites properly, (iii) to optimize the Sites, the Services, and/or Avalara's business operations, or (iv) to protect Avalara, its users, or its customers.
- Communication Forums. The Sites may contain e-mail services, community forums, or other social features to exchange information with other users of the Sites (collectively, “Communication Forums”). If Customer uses the Communication Forums, Customer must act respectfully in interactions with others, and shall not use the Communication Forums for any prohibited activities. Customer should not disclose any content or information that Customer does not wish to make public. Please note that certain Communication Forums may be operated by third-party service providers, and the specific terms and conditions of those third-party service providers may govern use of the Communication Forums. Avalara has no responsibility for, and has no obligation to pre-screen or monitor, Customer’s or any other user’s submissions to the Communication Forums.
- Notice and Takedown. If Customer believes that its copyrightable material has been infringed by a third party using the Sites, please send a notice to Avalara’s copyright agent, including the following information: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that Customer claims has been infringed upon; (3) a description of where the material that Customer claims is infringing is located on the Sites; (4) Customer’s address, telephone number, and e-mail address; (5) a statement by Customer that it has a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) a statement by Customer, made under penalty of perjury, that the above information in the notice is accurate and that Customer is the copyright owner or authorized to act on the copyright owner’s behalf. Avalara’s copyright agent for notice of claims of copyright infringement on the Sites can be reached by sending written notice to Avalara, Inc., Attention: Legal, 255 S. King St., Ste. 1800, Seattle, WA 98104, or by sending an e-mail to legal@avalara.com.
- User-Generated Content. By sharing, submitting or uploading any data (including, if applicable, Client Data), feedback, suggestions, comments, or ideas (“User Data”) in any way, Customer grants Avalara a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, prepare derivative works of, display, and perform the User Data in any legal manner for Avalara’s sole benefit, including in future modifications of the Sites, other products or services, and in advertising and marketing materials. Customer acknowledges and agrees that Customer is solely responsible for all the User Data that Customer makes available through Avalara. Accordingly, Customer represents and warrants that: (a) Customer has all rights, licenses, consents, and releases necessary to share, submit, or upload the User Data to the Service and to grant Avalara the required rights to disseminate any User Data, (b) neither the User Data nor the posting, uploading, publication, submission, or transmittal of the User Data or Avalara’s use of the User Data will (i) infringe, misappropriate, or violate any patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights or rights of publicity or privacy of any third party (including, if applicable Customer’s clients) or (ii) result in the violation of any Applicable Law or regulation.
- MyLodgeTax Guarantee. Avalara provides a guarantee of the accuracy of tax filings provided by the MyLodgeTax Service (the “MyLodgeTax Guarantee”) under the following terms:
- If a Customer suffers a negative audit finding that results in financial loss due to an incorrect calculation or filing provided by the MyLodgeTax Service, Avalara will pay Customer the lesser of either: (i) the amount of the penalties and interest as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted, or (ii) $5,000.
- The following limitations apply to the MyLodgeTax Guarantee:
- Customer must have properly set up, configured, and maintained its tax profile on the Avalara system. To the extent that the incorrect calculation or filing was caused by Customer's failure to properly set up, configure, and/or maintain its tax profile, Avalara will not be responsible for the incorrect calculation or filing.
- Avalara will not be responsible for the incorrect calculation or filing 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 (i) 10 days after the taxing authority’s finding of a negative audit assessment, or (ii) 45 days after the date that Customer or the taxing authority initially identifies an issue that relates to the alleged incorrect calculation or filing 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 incorrect calculation or filing, including providing Avalara with access to its financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged incorrect calculation or filing.
- Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect calculation or filing from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
- Upon first notification by the taxing authority of a potential error related to an incorrect calculation or filing 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 clarity, any MyLodgeTax Guarantee claim under this Section 23 (“MyLodgeTax Guarantee”) is subject to the confidentiality obligations of these Site Terms.
- In the event that (i) Customer settles with the taxing authority for less than the full amount claimed by such authority, (ii) the audit implicated other issues in addition to the alleged incorrect calculation or filing provided by Avalara, and (iii) the settlement did not specifically apportion the settlement amounts between the audit issues, the amount to be paid by Avalara under this guarantee will be the percentage of the settlement amount equal to the percentage of the entire settled claim (as such claim existed at the time of settlement) related to the alleged incorrect calculation or filing provided by Avalara.
- Avalara will make the MyLodgeTax Guarantee payment to Customer within 30 days of the date that Customer receives the final assessment notice from the 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, Avalara's obligations to continue to contest the audit will cease on the date of the payment.
- Customer must have a current MyLodgeTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
- Disclaimer of Warranties and Limitation of Liability. THE SITES, SERVICES, AND THE CONTENT ARE MADE AVAILABLE TO CUSTOMER ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN THESE SITE TERMS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AVALARA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AVALARA SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT ANY GOVERNMENTAL INFORMATION (INCLUDING, BUT NOT LIMITED TO, INFORMATION REGARDING TAX RATES OR THE APPLICABILITY OF CERTAIN TAXES) ARE ACCURATE, CURRENT, OR APPLICABLE TO CUSTOMER OR CUSTOMER’S BUSINESS. EXCEPT AS SPECIFICALLY SET FORTH IN THE MYLODGETAX GUARANTEE SECTION ABOVE ENTITLED MYLODGETAX GUARANTEE, AVALARA'S TOTAL LIABILITY ARISING OUT OF THE SITES, THE SERVICES, OR THE CONTENT, WHETHER BASED ON WARRANTIES, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY CUSTOMER TO ACCESS THE SITES OR $50, WHICHEVER IS LESS, AND AVALARA SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
- Links to Third Party Sites. Certain links on the Sites may take you to third-party websites. Avalara provides these links only as a convenience to Customer and the use by Avalara of such links does not imply any warranty or endorsement of the third party, its products, services, or its website.
- No Third-Party Beneficiaries. These Site Terms do not and are not intended to confer any rights or remedies upon any party, including Customer’s clients (if applicable), except Customer and Avalara.
- Applicable Law, Jurisdiction, Venue. The laws of the State of New York will govern these Site Terms and your use of the Sites, Services, and Content without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Sites, Services, Content, or these Site Terms, both Customer and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in New York, New York.
- Compliance with NACHA Operating Rules. Customer’s responsibilities described in Section 4 (Customer’s Responsibilities) and Customer’s access to the Sites and Services may be subject to the Operating Rules of National Automated Clearing House Association (“NACHA”), the organization that regulates the Automated Clearing House 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.
- Avalara has the right to audit Customer’s access to the Sites and Services, at a time and location mutually agreeable to both Customer and Avalara, to ensure compliance with the NACHA Operating Rules and these Site Terms.
- To the extent that Customer’s operations are governed by the NACHA Operation Rules, Customer specifically agrees to the following NACHA requirements:
Point-of-Sale
Effective November 1st 2023
DownloadTable of Contents
These Avalara Point-of-Sale Service-Specific Supplemental Terms ("POS Terms") govern Customer's use of Avalara's sales and use tax calculation Service for point-of-sale devices (the "POS Service"). These POS Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the "Terms"). Any capitalized terms used in these POS Terms and not defined have the meanings given in the Terms.
- License. Avalara grants and Customer accepts 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.
- Pricing. The pricing for the POS Service is determined on a per-Location basis and not on the standard per-Transaction basis (as defined in the AvaTax Product-Specific Supplemental Terms, "Transaction"). "Location" means the physical address where Customer has one or more point-of-sale devices (each a "Device") installed and configured to use the POS Service. For each Subscription Term and for each Location, Customer's subscription includes 100,000 Transactions made using the POS Service (the "Transaction Cap").
- POS Service Transactions. Tax calculations are eligible for the POS Service pricing and usage if (i) the applicable sale was made using a Device and (ii) the "ship from" address and the "ship to" address are identical. If Customer (1) submits Transactions that were not made using a Device, (2) uses a Device for Transactions in which the "ship from" address and the "ship to" address are not identical, or (3) does not properly configure the Locations in the AvaTax system, such Transactions will be included in Customer's AvaTax subscription and will be counted and billed as described in the AvaTax Supplemental Terms.
- Estimated Locations. At the beginning of the Initial Subscription Term for the POS Service, Customer shall estimate the number of Locations needed during that Subscription Term (the "Estimated Locations"), sign an Order Document documenting the subscription tier for Locations that correlates to the number of Estimated Locations, and pay the applicable fee for that subscription tier. For each subsequent Subscription Term, the number of Estimated Locations will be determined according to the terms of Section 4 below, unless otherwise agreed to by the Parties. Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Locations actually used is less than the volume of Locations ordered, and Customer may not carry over any unused Locations or Transactions to Customer's next Subscription Term.
- Additional Locations and Transactions. The Transaction Cap will be measured as an average across all Locations (e.g., a Customer with 10 Locations would have up to one million transactions to use during its Subscription Term). Customer will make an "Additional Usage Payment" if, at the end of a Subscription Term, Customer has exceeded either of the following: (a) the number of Estimated Locations or (b) the applicable Transaction Cap. The Additional Usage Payment will be calculated as X * (Y - Z), where X is the per-Location fee; Y is the greater of (i) the maximum number of Locations used during the Subscription Term, (ii) the total number of Devices used at all Locations during the Subscription Term/ 5, or (iii) the total number of Transactions used at all Locations during the Subscription Term/ 100,000; and Z is the number of Estimated Locations. The Additional Usage Payment will be due within 30 days of the end of the applicable Subscription Term. If the Customer is required to make an Additional Usage Payment for a Subscription Term, the total number of Locations calculated to determine the Additional Usage Payment will be used as the number of Estimated Locations for the subsequent Subscription Term.
- No Accuracy Guarantee. The Accuracy Guarantee described in the AvaTax Product-Specific Supplemental Terms does not apply to the POS Service.
- Deviations from the Terms.
- No Automatic Upgrade. Customer’s POS subscription will not be automatically upgraded to the next highest subscription tier.
Effective October 28th 2023 to November 1st 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 Point-of-Sale Product-Specific Supplemental Terms ("POS Terms") govern Customer's use of Avalara's sales and use tax calculation Service for point-of-sale devices (the "POS Service"). These POS Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the "Terms"). Any capitalized terms used in these POS Terms and not defined have the meanings given in the Terms.
- License. Avalara grants and Customer accepts 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.
- Pricing. The pricing for the POS Service is determined on a per-Location basis and not on the standard per-Transaction basis (as defined in the AvaTax Product-Specific Supplemental Terms, "Transaction"). "Location" means the physical address where Customer has one or more point-of-sale devices (each a "Device") installed and configured to use the POS Service. For each Subscription Term and for each Location, Customer's subscription includes 100,000 Transactions made using the POS Service (the "Transaction Cap").
- POS Service Transactions. Tax calculations are eligible for the POS Service pricing and usage if (i) the applicable sale was made using a Device and (ii) the "ship from" address and the "ship to" address are identical. If Customer (1) submits Transactions that were not made using a Device, (2) uses a Device for Transactions in which the "ship from" address and the "ship to" address are not identical, or (3) does not properly configure the Locations in the AvaTax system, such Transactions will be included in Customer's AvaTax subscription and will be counted and billed as described in the AvaTax Supplemental Terms.
- Estimated Locations. At the beginning of the Initial Subscription Term for the POS Service, Customer shall estimate the number of Locations needed during that Subscription Term (the "Estimated Locations"), sign an Order Document documenting the subscription tier for Locations that correlates to the number of Estimated Locations, and pay the applicable fee for that subscription tier. For each subsequent Subscription Term, the number of Estimated Locations will be determined according to the terms of Section 4 below, unless otherwise agreed to by the Parties. Customer is not entitled to any refund of fees paid or relief from fees due if the volume of Locations actually used is less than the volume of Locations ordered, and Customer may not carry over any unused Locations or Transactions to Customer's next Subscription Term.
- Additional Locations and Transactions. The Transaction Cap will be measured as an average across all Locations (e.g., a Customer with 10 Locations would have up to one million transactions to use during its Subscription Term). Customer will make an "Additional Usage Payment" if, at the end of a Subscription Term, Customer has exceeded either of the following: (a) the number of Estimated Locations or (b) the applicable Transaction Cap. The Additional Usage Payment will be calculated as X * (Y - Z), where X is the per-Location fee; Y is the greater of (i) the maximum number of Locations used during the Subscription Term, (ii) the total number of Devices used at all Locations during the Subscription Term/ 5, or (iii) the total number of Transactions used at all Locations during the Subscription Term/ 100,000; and Z is the number of Estimated Locations. The Additional Usage Payment will be due within 30 days of the end of the applicable Subscription Term. If the Customer is required to make an Additional Usage Payment for a Subscription Term, the total number of Locations calculated to determine the Additional Usage Payment will be used as the number of Estimated Locations for the subsequent Subscription Term.
- No Accuracy Guarantee. The Accuracy Guarantee described in the AvaTax Product-Specific Supplemental Terms does not apply to the POS Service.
- Deviations from the Terms.
- No Automatic Upgrade. Customer’s POS 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 no apply to POS Services.
Property Tax
Effective November 1st 2023
DownloadTable of Contents
These Property Tax Service-Specific Supplemental Terms (these “PT Terms”) govern Customer’s purchase and use of Property Tax. These PT Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/us/en/legal/terms.html (the “Terms”). Any capitalized terms used in these PT Terms and not defined have the meaning given in the Terms.
- Definitions.
- “Appeal” means a filing made with an Assessing Jurisdiction to contest the jurisdiction’s valuation of a property.
- “Assessing Jurisdiction” means a taxing authority that assesses the value of Customer’s property.
- “Assessment” means a notice sent by an Assessing Jurisdiction describing the jurisdiction’s valuation of Customer property.
- “Property Tax Assessments for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology and Content for use by accountants to process and manage Assessments and Appeals on behalf of Customer’s Clients.
- “Property Tax Assessments for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology and Content to process and manage Assessments and Appeals.
- “Property Tax Bills for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology and Content for use by accountants to process and manage Bills on behalf of Customer’s Clients.
- “Property Tax Bills for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology and Content to process and manage Bills.
- “Property Tax Document Research for Accountants” means the Service where Avalara assists in identifying and processing missing Documents for known Property Tax Accounts on behalf of Customer’s Clients. This is an add-on product that requires Customer to have an active subscription to Avalara Property Tax Documents for Accountants.
- “Property Tax Document Research for Enterprise” means the Service where Avalara assists in identifying and processing missing Documents for Customer’s known Property Tax Accounts. This is an add-on product that requires Customer to have an active subscription to Avalara Property Tax Documents for Enterprise.
- “Property Tax Documents for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology for use by accountants to enable automated data entry of information presented in property tax Documents on behalf of Customer’s Clients.
- “Property Tax Documents for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology to enable automated data entry of information presented in property tax Documents.
- “Property Tax Returns for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology and Content for use by accountants to enable the preparation of Returns on behalf of Customer’s Clients.
- “Property Tax Returns for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology and Content to enable the preparation of Returns.
- “Property Tax Returns Pro” means the Service where Avalara provides Customer with access to Avalara Technology and Content to enable the preparation of personal property Returns for filing in certain states.
- “Bill” means a document sent by a Collecting Jurisdiction detailing the property taxes owed by Customer.
- “Client” means entities or individuals for whom the Customer provides accounting and/or consulting services.
- “Collecting Jurisdiction” means a taxing authority to whom Customer is required to remit property tax payments.
- “Document” means a document that may be uploaded into PT Documents, including but not limited to Assessments and Bills.
- “Property Tax Documentation” means Avalara’s user guides, training manuals, instructions, usage information, and other similar documentation, as updated or revised by Avalara from time to time, that Avalara provides to Customer (i) within the Service, (ii) at https://knowledge.avalara.com (or a successor site that Avalara may designate from time to time), or (iii) https://support.crowdreason.com/.
- “Return” means a document listing the asset costs and depreciated values of Customer’s property, for submission to an Assessing Jurisdiction.
- Customer Obligations; License.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all data relating to Customer’s properties, assets, allocations, and legal entities as well as all data relating to the relevant Assessing Jurisdictions and Collecting Jurisdictions to which Customer is obligated to file a Return or pay a Bill (collectively, the “Tax Data”). Avalara does not audit, validate, or verify Tax Data.
- Compliance with Applicable Law. Customer shall comply with all Applicable Laws, including the rules, regulations, and procedures of any local, state, federal, or foreign government applicable to Customer, including rules and regulations promulgated by any Assessing Jurisdiction or Collecting Jurisdiction.
- Remittance. Customer is solely responsible for timely filing a Return or Appeal, and timely remitting the payment of any taxes or fees associated with an Assessment or Bill.
- Correspondence. Customer is solely responsible for receiving and managing any correspondence from any Assessing Jurisdiction or Collecting Jurisdiction.
- Document Research. Customers who have purchased Property Tax Document Research for Enterprise or Property Tax Document Research for Accountants must provide to Avalara a description of all missing Documents, either by designating the Document as missing within the Service or via other means as specified by Avalara.
- License. For all Services under these PT Terms except Property Tax for Accountants, 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 Appeal, Assessment, Bill, Document, or Return for which it was provided.
- Fees.
- Annual Billing. The per-Return, per-Assessment, per-Bill, or per-Document fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage.
- End of Subscription Term Billing. If Customer is billed on an annual basis and exceeds an applicable usage tier included in their Avalara Property Tax subscription, Customer will typically be invoiced for the actual usage at the end of the Subscription Term. Avalara reserves the right to charge Customers for overages incurred during an applicable billing period.
- Document Calculations. Fees for usage of Property Tax Documents for Enterprise or Property Tax Documents for Accountants (collectively, “PT Documents”) are based on the number of Property Tax Accounts associated with the Documents uploaded to the Service by Customer. “Property Tax Account” means the unique identifier associated with a Customer on file with an Assessing Jurisdiction or Collecting Jurisdiction. Because a single Document may be associated with multiple Property Tax Accounts, Customers will be assigned to an applicable usage tier based on the number of Property Tax Accounts extracted from the Documents they upload to PT Documents.
- Annual Billing. The per-Return, per-Assessment, per-Bill, or per-Document fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage.
- Customer Support Plans. Avalara will provide technical support in accordance with Customer’s purchased support plan, as described in the Property Tax Documentation. Technical assistance shall generally be provided by email and telephone 9am to 5pm Central time, Monday through Friday, excluding U.S. national and Avalara holidays.
- Support Users. Customer will be responsible for designating the individual users eligible to submit technical assistance support tickets (“Support Users”). The number of Support Users provisioned will be dependent on the customer support tier included on Customer’s Order Document. Customer may not designate a Client as a Support User.
- Training. Avalara will provide Customer access to live and pre-recorded webinars for training purposes in accordance with the Customer’s purchased support plan.
- Support Issue Tracking. For tracking purposes, Customer must send all support issues to the email address specified by Avalara.
- Property Tax for Accountants. This Section 5 applies to Customers who have purchased Property Tax Assessments for Accountants, Property Tax Bills for Accountants, Property Tax Documents for Accountants, and/or Property Tax Returns for Accountants (individually or collectively, (“Property Tax for Accountants”).
- Use of the Services. Customer is authorized to use Property Tax for Accountants solely for Customer’s internal business operations, including the provision of tax advisory and tax preparation services for its Clients. Avalara’s fees for Property Tax for Accountants are Avalara’s Confidential Information. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purposes in connection with the specific Appeal, Assessment, Bill, Document, or Return for which it was provided and (ii) to assist the applicable Client with its compliance inquiries.
- Customer Obligations.
- Client Data. Customer is solely responsible for the accuracy and completeness of the information uploaded to Property Tax for Accountants relating to Customer’s Clients (“Client Data”). Customer Data includes Client Data. Customer represents and warrants that it has the right to upload Client Data to the Avalara Service for Avalara’s use as permitted by the Agreement, and Customer shall not submit any Client Data that Customer does not have the legal right to submit to Avalara. Customer shall not violate any fiduciary duty Customer has to Clients. Avalara may remove any Client Data from the Services it believes to be in violation of this Agreement or Applicable Law.
- Account Access. Customer shall solely manage the Account, shall not permit Client access to the Avalara user portal using the Account credentials, and shall not disclose the Account access credentials to any Client.
- Client Support. Avalara is not responsible for providing support to Clients. Customer is responsible for providing all support to Clients, including support for all substantive tax issues.
- This Agreement does not and is not intended to confer any rights or remedies to Clients.
- Property Tax Returns Pro. This Section 6 applies to Customers who have purchased Property Tax Returns Pro.
- Activation Fee. Customer shall pay a one-time activation fee based on the usage tier specified in Customer’s Order Document.
- Deviations from the Terms.
- Planned Downtime. Avalara will give users at least 24 hours written notice via a banner or notification within the Service of scheduled system maintenance or updates. Maintenance windows are typically less than one hour and performed outside of regular operating business hours to mitigate impact to Customer.
- Automatic Upgrades and Overages. If Customer exceeds an applicable usage tier included in its Property Tax subscription, Customer can choose to pay: (1) an overage fee; or (2) an upgrade fee to the next applicable usage tier or to a higher volume within the same usage tier. Notwithstanding anything to the contrary in the Terms, the default choice is the overage fee.
Effective October 28th 2023 to November 1st 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 Property Tax Product-Specific Supplemental Terms (these “APT Terms”) govern Customer’s purchase and use of Avalara Property Tax. These APT Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions located at https://www.avalara.com/us/en/legal/terms.html (the “Terms”). Any capitalized terms used in these APT Terms and not defined have the meaning given in the Terms.
- Definitions.
- “Appeal” means a filing made with an Assessing Jurisdiction to contest the jurisdiction’s valuation of a property.
- “Assessing Jurisdiction” means a taxing authority that assesses the value of Customer’s property.
- “Assessment” means a notice sent by an Assessing Jurisdiction describing the jurisdiction’s valuation of Customer property.
- “Avalara Property Tax Assessments for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology and Content for use by accountants to process and manage Assessments and Appeals on behalf of Customer’s Clients.
- “Avalara Property Tax Assessments for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology and Content to process and manage Assessments and Appeals.
- “Avalara Property Tax Bills for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology and Content for use by accountants to process and manage Bills on behalf of Customer’s Clients.
- “Avalara Property Tax Bills for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology and Content to process and manage Bills.
- “Avalara Property Tax Document Research for Accountants” means the Service where Avalara assists in identifying and processing missing Documents for known Property Tax Accounts on behalf of Customer’s Clients. This is an add-on product that requires Customer to have an active subscription to Avalara Property Tax Documents for Accountants.
- “Avalara Property Tax Document Research for Enterprise” means the Service where Avalara assists in identifying and processing missing Documents for Customer’s known Property Tax Accounts. This is an add-on product that requires Customer to have an active subscription to Avalara Property Tax Documents for Enterprise.
- “Avalara Property Tax Documents for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology for use by accountants to enable automated data entry of information presented in property tax Documents on behalf of Customer’s Clients.
- “Avalara Property Tax Documents for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology to enable automated data entry of information presented in property tax Documents.
- “Avalara Property Tax Returns for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology and Content for use by accountants to enable the preparation of personal property Returns on behalf of Customer’s Clients.
- “Avalara Property Tax Returns for Enterprise” means the Service where Avalara provides Customer with access to Avalara Technology and Content to enable the preparation of personal property Returns.
- “Avalara Property Tax Returns Pro” means the Service where Avalara provides Customer with access to Avalara Technology and Content to enable the preparation of personal property Returns for filing in certain states.
- “Bill” means a document sent by a Collecting Jurisdiction detailing the property taxes owed by Customer.
- “Client” means entities or individuals for whom the Customer provides accounting and/or consulting services.
- “Collecting Jurisdiction” means a taxing authority to whom Customer remits property tax payments.
- “Document” means a document that may be uploaded into APT Documents, including but not limited to Assessments and Bills.
- “Property Tax Documentation” means Avalara’s user guides, training manuals, instructions, usage information, and other similar documentation, as updated or revised by Avalara from time to time, that Avalara provides to Customer (i) within the Service, (ii) at https://knowledge.avalara.com (or a successor site that Avalara may designate from time to time), or (iii) https://support.crowdreason.com/.
- “Return” means a document listing the asset costs and depreciated values of Customer’s property, for submission to an Assessing Jurisdiction.
- Customer Obligations; License.
- Tax Data. Customer is solely responsible for the accuracy and completeness of all data relating to Customer’s properties, assets, allocations, and legal entities as well as all data relating to the relevant Assessing Jurisdictions and Collecting Jurisdictions to which Customer is obligated to file a Return or pay a Bill (collectively, the “Tax Data”). Avalara does not audit, validate, or verify Tax Data.
- Compliance with Applicable Law. Customer shall comply with all Applicable Laws, including the rules, regulations, and procedures of any local, state, federal, or foreign government applicable to Customer, including rules and regulations promulgated by any Assessing Jurisdiction or Collecting Jurisdiction.
- Remittance. Customer is solely responsible for timely filing a Return or Appeal, and timely remitting the payment of any taxes or fees associated with an Assessment or Bill.
- Correspondence. Customer is solely responsible for receiving and managing any correspondence from any Assessing Jurisdiction or Collecting Jurisdiction.
- Document Research. Customers who have purchased Avalara Property Tax Document Research for Enterprise or Avalara Property Tax Document Research for Accountants must provide to Avalara a description of all missing Documents, either by designating the Document as missing in the platform or via other means as specified by Avalara.
- License. For all Services under these APT Terms except Avalara Property Tax for Accountants, 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 Appeal, Assessment, Bill, Document, or Return for which it was provided.
- Fees.
- Annual Billing. The per-Return, per-Assessment, per-Bill, or per-Document fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage.
- End of Subscription Term Billing. If Customer is billed on an annual basis and exceeds an applicable usage tier included in their Avalara Property Tax subscription, Customer will typically be invoiced for the actual usage at the end of the Subscription Term. Avalara reserves the right to charge Customers for overages incurred during an applicable billing period.
- Document Calculations. Fees for usage of Avalara Property Tax Documents for Enterprise or Avalara Property Tax Documents for Accountants (collectively, “APT Documents”) are based on the number of Property Tax Accounts associated with the Documents uploaded to the Service by Customer. “Property Tax Account” means the unique identifier associated with a Customer on file with an Assessing Jurisdiction or Collecting Jurisdiction. Because a single Document may be associated with multiple Property Tax Accounts, Customers will be assigned to an applicable usage tier based on the number of Property Tax Accounts extracted from the Documents they upload to APT Documents.
- Annual Billing. The per-Return, per-Assessment, per-Bill, or per-Document fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage.
- Customer Support Plans. Avalara will provide technical support in accordance with Customer’s purchased support plan, as described in the Property Tax Documentation. Technical assistance shall generally be provided by email and telephone 9am to 5pm Central time, Monday through Friday, excluding U.S. national and Avalara holidays.
- Support Users. Customer will be responsible for designating the individual users eligible to submit technical assistance support tickets (“Support Users”). The number of Support Users provisioned will be dependent on the customer support tier included on Customer’s Order Document. Customer may not designate a Client as a Support User.
- Training. Avalara will provide Customer access to live and pre-recorded webinars for training purposes in accordance with the Customer’s purchased support plan.
- Support Issue Tracking. For tracking purposes, Customer must send all support issues to the email address specified by Avalara.
- Avalara Property Tax for Accountants. This Section 5 applies to Customers who have purchased the Avalara Property Tax Assessments for Accountants, Avalara Property Tax Bills for Accountants, Avalara Property Tax Documents for Accountants, and/or Avalara Property Tax Returns for Accountants (individually or collectively, (“Avalara Property Tax for Accountants”)..
- Use of the Services. Customer is authorized to use Avalara Property Tax for Accountants solely for Customer’s internal business operations, including the provision of tax advisory and tax preparation services for its Clients. Avalara’s fees for Avalara Property Tax for Accountants are Avalara’s Confidential Information. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purposes in connection with the specific Appeal, Assessment, Bill, Document, or Return for which it was provided and (ii) to assist the applicable Client with its compliance inquiries.
- Customer Obligations.
- Client Data. Customer is solely responsible for the accuracy and completeness of the information uploaded to Avalara Property Tax for Accountants relating to Customer’s Clients (“Client Data”). Customer Data includes Client Data. Customer represents and warrants that it has the right to upload Client Data to the Avalara Service for Avalara’s use as permitted by the Agreement, and Customer shall not submit any Client Data that Customer does not have the legal right to submit to Avalara. Customer shall not violate any fiduciary duty Customer has to Clients. Avalara may remove any Client Data from the Services it believes to be in violation of this Agreement or Applicable Law.
- Account Access. Customer shall solely manage the Account, shall not permit Client access to the Avalara user portal using the Account credentials, and shall not disclose the Account access credentials to any Client.
- Client Support. Avalara is not responsible for providing support to Clients. Customer is responsible for providing all support to Clients, including support for all substantive tax issues.
- This Agreement does not and is not intended to confer any rights or remedies to Clients.
- Avalara Property Tax Returns Pro. This Section 6 applies to Customer who have purchased Avalara Property Tax Returns Pro.
- Activation Fee. Customer shall pay a one-time activation fee based on the usage tier specified in Customer’s Order Document.
- Deviations from the Terms.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Planned Downtime. Avalara will give users at least 24 hours written notice via a banner or notification in the platform of scheduled system maintenance or updates. Maintenance windows are typically less than one hour and performed outside of regular operating business hours to mitigate impact to Customer.
- Automatic Upgrades and Overages. If Customer exceeds an applicable usage tier included in its Avalara Property Tax subscription, Customer can choose to pay: (1) an overage fee; or (2) an upgrade fee to the next applicable usage tier or to a higher volume within the same usage tier. Notwithstanding anything to the contrary in the Terms, the default choice is the overage fee.
Returns
Effective November 1st 2023
DownloadTable of Contents
U.S. and Canada Returns
These Returns Service-Specific Supplemental Terms (“Returns Terms”) govern Customer’s purchase and use of Managed Returns, Managed Returns Premium, and Returns for Hospitality. These Returns 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 Returns Terms and not defined have the meanings given in the Terms.
- Use of the Services.
- Account Setup. Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s account (the “Onboarding Requirements”). Such information includes: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (as defined in Section 3(a) below) (each, a “Filing Jurisdiction”); (ii) the dates for filing Returns in each of the Filing Jurisdictions (the “Scheduled Returns”); (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 and access 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, including the power of attorney described in Section 2(c)(i) (Funding) below; 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 Scheduled Returns, 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.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara. Customer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, non-assignable, 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 Return for which it was received.
- Customer Obligations.
- 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 designated by Avalara all Tax Data for Customer’s Return(s) before the Tax Liability Approval Deadline (as defined in Section 2(b) below).
- Tax Liability. Customer will be able to view and approve Customer’s tax liabilities to Filing Jurisdictions, which are based on the Tax Data (each, a “Tax Liability”). Customer is solely responsible for the accuracy and completeness of Customer’s Tax Liability and may modify its Tax Liability up to the deadline specified in the Documentation for Returns to be filed in that month (“Tax Liability Approval Deadline”). Customer’s Tax Liability is updated daily to include new or edited data until the earlier of approval by Customer or the Tax Liability Approval Deadline. After the earlier of (i) Customer’s approval or (ii) the Tax Liability Approval Deadline, Customer’s Tax Liability is locked and deemed approved by Customer. Customer’s Account will display any tax amounts due (the “Taxes”) based on the approved Tax Liability. Customer acknowledges and agrees that its failure to provide accurate, current, and complete Account Information (for example, tax registration numbers) may limit Avalara’s ability to file Returns and remit Taxes.
- Funding. In accordance with this Section 2(c), Customer shall timely make sufficient funds available to pay the Taxes for any applicable Return (“Tax Funds”) prior to the deadline specified in the Documentation. Avalara will not provide any Tax Funds. Notwithstanding any other provision of the Agreement, Customer shall defend, indemnify, and hold Avalara, its Affiliates, and their respective officers, directors, employees, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely provide immediately available Tax Funds for Taxes due. In order for the Tax Funds to be remitted timely to the applicable Filing Jurisdiction, Customer must do the following:
- Customer shall execute limited power(s) of attorney in the form requested by Avalara. Upon termination of Customer’s subscription, Avalara shall cease to use any power or authority granted by a power of attorney signed by Customer.
- Customer shall provide bank account information for a bank account (the “Bank Account”) from which Customer authorizes Avalara to draw by ACH to pay Customer’s Taxes and any applicable fees and Expenses, by the deadline specified in the Documentation. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, that will be considered a failure to timely fund the Bank Account. Avalara may suspend or terminate Customer’s subscription immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account.
- Customer shall ensure the Bank Account has sufficient Tax Funds to pay the Taxes and, if applicable, Customer’s fees and Expenses, by the deadlines specified in the Documentation. If Customer fails to timely fund the Bank Account, Customer shall remit payment for the Taxes plus any interest or penalties that may accrue directly to the applicable Filing Jurisdiction.
- Customer authorizes Avalara to (i) withdraw the Tax Funds to pay the Taxes in accordance with the Scheduled Returns, including making any required prepayments; and (ii) if applicable, withdraw Customer’s fees and Expenses.
- Avalara Obligations.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer. Avalara may begin filing a Return as soon as Customer approves the related Tax Liability. Each (i) standard tax return filing, (ii) Non-Standard Form (as defined in Section 7(d) below), or (iii) prepayment mandated by a Filing Jurisdiction and submitted without (i) or (ii) prepared for one Filing Jurisdiction for one filing period will count as one “Return.”
- Funding. 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 funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting, Avalara will file the Return(s) without payment.
- Avalara will draw upon the Bank Account to pay the Taxes. Typically, these draws occur between the 11th and 14th day of the month but may occur without notice at any time after the Tax Liability Approval Deadline. Notwithstanding the foregoing, if Customer owes any prepayments to Filing Jurisdictions, the draw may occur earlier.
- Each month, if applicable, Avalara will draw upon the Bank Account to pay fees and Expenses due.
- Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.
- Carry-over Credits. If a Filing Entity has a tax liability credit in Avalara’s records (a “Carry-over Credit”) due to a credit invoice corresponding to a particular Filing Jurisdiction, Avalara will apply the Carry-over Credit to the next Return for that Filing Entity in that Filing Jurisdiction with a liability equal to or in excess of the Carry-over Credit, provided that if it cannot be applied within the timeframe listed in the Documentation, the Carry-over Credit will expire and Customer must file an amended Return with the Filing Jurisdiction if it wishes to recover the liability associated with the credit invoice.
- Notice Management. Customer will receive all notices relating to Customer’s Returns directly from Filing Jurisdictions. Some notices are informational in nature (for example, changes to the Scheduled Returns or tax rate changes) while others are error notices relating to Returns. In the Documentation, Avalara provides recommended actions for Customers to resolve informational notices. During the Subscription Term, for any error notice relating to a Return filed or Taxes remitted by Avalara, Customer shall immediately, and not later than 10 business days after the date of such notice, electronically deliver such notice to Avalara. Such notice must be submitted by following the instructions in the Documentation. During the Subscription Term, Avalara will respond to notices for Returns filed and Taxes remitted by Avalara. In the case of notices received by Avalara more than 10 business days after the date of the notice, Avalara may delay response or not respond or, if Customer asks Avalara to expedite the notice response and Avalara agrees, to charge an additional fee to expedite the notice response. Customer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.
- Returns Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed (the “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 a Return it was obligated to file or to 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 the fees paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the Returns Guarantee:
- Customer must have met all of its obligations under the Terms and these Returns Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely providing all Tax Funds; and timely paying fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of the obligations in these Returns Terms or the Terms, the 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 or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the fees paid that are eligible for the Returns Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for the applicable Service, 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 do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- If the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this 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 will make the Returns Guarantee payment 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 obligations to continue to assist Avalara in contesting the Avalara Error will cease on the date of the payment.
- Customer must have a current subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this Returns Guarantee.
- Data Storage.
- Included Storage. The Service includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Service-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in increments of 25,000 (each increment, a “Storage Unit”).
- Fees. Customer agrees to pay fees based on Customer’s subscription plan and usage of the Service. Customer shall participate in Avalara’s automatic payment option and either authorizes Avalara to draw from the Bank Account by ACH transfer to pay fees and Expenses or will designate another automatic payment method for fees and Expenses.
- Per-Return Fees. The per-Return fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage. Avalara reserves the right to adjust Customer’s per-Return fee at the beginning of any Renewal Subscription Term if the actual number of Returns prepared during the Subscription Term just ended is fewer than the minimum number included in Customer’s subscription plan. For example, if Customer’s plan requires Customer to file at least 361 Returns each year, but Customer files only 100 Returns in a given year, then, effective upon the start of any Renewal Subscription Term, Avalara may adjust the per-Return fee charged to Customer to the then-applicable per-Return fee for the subscription plan that pertains to filing 100 Returns per year.
- Minimum Monthly Fee. If Customer has purchased a subscription plan with a minimum number of annual Returns required, Avalara reserves the right to begin billing Customer a monthly minimum fee (“Minimum Returns Fee”) if Customer has not provided to Avalara the Onboarding Requirements within 90 days following the Effective Date (“Commencement Deadline”). Customer’s Minimum Returns Fee is calculated using the lowest number of Returns required to be filed under Customer’s subscription plan multiplied by the per-Return fee under that plan, divided by 12 and rounded up to the nearest dollar. For example, if Customer has not filed a Return by the Commencement Deadline and Customer is required to file at least 13 Returns each year with a per-Return fee of $64, then Avalara will charge Customer’s payment information on file a $69 fee ((13 x $64)/12) in the calendar month following the Commencement Deadline and for each month thereafter until Customer completes the Onboarding Requirements. Avalara will stop charging Customer the Minimum Returns Fee when Customer completes the Onboarding Requirements and begins filing Returns.
- Avalara Cancellation Option. If Customer has not begun filing Returns by the Commencement Deadline, Avalara reserves the right to cancel Customer’s subscription and retain all prepaid, unused fees for the cancelled Service.
- Non-Standard Forms. If Customer requests (i) a form that is not offered by Avalara as a standard tax return; or (ii) a standard tax return that requires non-standard modifications to the standard 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 (one quarter hour minimum per Non-Standard Form).
- Additional Fees. If Customer fails to timely and completely provide accurate Onboarding Requirements, Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these Returns Terms, or if Customer requires a change to the standard process described in these Return 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 unlock Customer’s Tax Liability after it has been approved by Customer; (iii) for Avalara to change or reconcile requests received after the Tax Liability Approval Deadline; (iv) for Avalara to change the funding process because Customer has not timely funded the Bank Account; or (v) for Avalara to make a change to Customer’s Tax Liability, Filing Information, Return(s), Tax Data, Tax Funds to be remitted, or any other standard process.
- No Automatic Upgrade. Notwithstanding anything to the contrary in the Terms, Customer’s subscription will not be automatically upgraded to the next highest subscription tier.
- Termination. Notwithstanding anything to the contrary in the Terms, the Subscription Term for Customer’s subscription will terminate on the last calendar day of the month in which the Subscription Term would otherwise have terminated under the Terms. Customer may instruct Avalara not to file Returns in that or any other month by revising its Scheduled Returns.
- Termination for Cause. If the financial institution providing the Customer Bank Account instructs Avalara that Avalara must terminate this Agreement (for example, because Customer is conducting its business in violation of Applicable Law), Avalara may immediately terminate this Agreement upon written notice to Customer. In the event of such termination, Avalara will not refund any amounts to Customer.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to its 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 9 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- Data Transformation Services. Customers utilizing Data Transformation Services shall deliver all Tax Data to Avalara by the fifth calendar day of the month in which the Tax Data is to be reported to the Filing Jurisdictions. “Data Transformation Services” are Services where Avalara converts Customer’s transactional data that meets Avalara’s minimum transactional data requirements (for any and all such files provided by Customer, the “DTS Transactional Data”) into a complete data set that permits import into Customer’s Account. Customer is responsible for ensuring that all information, files, and documentation included in the DTS Transactional Data are accurate, up-to-date, and complete to the best of Customer’s knowledge. Customer is responsible for providing DTS Transactional Data to Avalara in a timely manner and Customer acknowledges and agrees that Avalara’s provision of Data Transformation Services is dependent on Customer’s timely delivery. Data Transformation Services are performed at Customer’s direction and expense, pursuant to an Order Document, and the resulting data set is part of Customer’s Tax Data.
- One-time Implementation Services. Avalara charges a fee for implementation for Data Transformation Services. The implementation includes all the work necessary to provision Customer and prepare Customer’s Account to use Data Transformation Services. Implementation services are not performed between the 1st through the 10th day of each month and purchases made during that time will instead begin after the 10th day of that month.
- Per-File Charge. Avalara charges usage-based fees for Data Transformation Services on a per File basis. “Files” are calculated to be the sum, for all tabs of the DTS Transactional Data, of the numbers of lines on an individual tab divided by 100,000 (rounded up to the next whole number for any remainder).
- Deviations from the Terms Pertaining to Data Transformation Services.
- Termination. Except for implementation Services for Data Transformation Services, Customer may terminate its subscription to Data Transformation Services only, at any time, and Customer will remain liable for all fees incurred through the termination date.
- No Automatic Upgrade. Customer’s Data Transformation Services subscription will not be automatically upgraded to the next highest subscription tier.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(b) (Funding) of these Returns 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(b) (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 28th 2023 to November 1st 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
U.S. and Canada Returns
Last updated May 1, 2023.
These Avalara Returns Product-Specific Supplemental Terms (“Returns Terms”) govern Customer’s purchase and use of Avalara Returns. These Returns 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 Returns Terms and not defined have the meanings given in the Terms.
These Avalara Returns Product-Specific Supplemental Terms (“Returns Terms”) govern Customer’s purchase and use of Avalara Returns. These Returns 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 Returns Terms and not defined have the meanings given in the Terms.
- Use of the Services.
- Account Setup. Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s account for Avalara Returns (the “Onboarding Requirements”). Such information includes: (i) a list of taxing jurisdictions for which Customer requests Avalara prepare Returns (as defined in Section 3(a) below) (each, a “Filing Jurisdiction”); (ii) the dates for filing Returns in each of the Filing Jurisdictions (the “Scheduled Returns”); (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 and access 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, including the power of attorney described in Section 2(c)(i) (Funding) below; 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 Scheduled Returns, 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.
- Changes to Filing Information. Customer shall review its Filing Information periodically and shall promptly communicate any changes to Avalara. Customer shall submit any changes to the Filing Information to Avalara by the deadline specified in the Documentation. Any changes received after the deadline specified in the Documentation will be implemented and become effective in the subsequent month.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, non-assignable, 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 Return for which it was received.
- Customer Obligations.
- 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 designated by Avalara all Tax Data for Customer’s Return(s) before the Tax Liability Approval Deadline (as defined in Section 2(b) below).
- Tax Liability. Customer will be able to view and approve Customer’s tax liabilities to Filing Jurisdictions, which are based on the Tax Data (each, a “Tax Liability”). Customer is solely responsible for the accuracy and completeness of Customer’s Tax Liability and may modify its Tax Liability up to the deadline specified in the Documentation for Returns to be filed in that month (“Tax Liability Approval Deadline”). Customer’s Tax Liability is updated daily to include new or edited data until the earlier of approval by Customer or the Tax Liability Approval Deadline. After the earlier of (i) Customer’s approval or (ii) the Tax Liability Approval Deadline, Customer’s Tax Liability is locked and deemed approved by Customer. Customer’s Account will display any tax amounts due (the “Taxes”) based on the approved Tax Liability. Customer acknowledges and agrees that its failure to provide accurate, current, and complete Account Information (for example, tax registration numbers) may limit Avalara’s ability to file Returns and remit Taxes.
- Funding. In accordance with this Section 2(c), Customer shall timely make sufficient funds available to pay the Taxes for any applicable Return (“Tax Funds”) prior to the deadline specified in the Documentation. Avalara will not provide any Tax Funds. Notwithstanding any other provision of the Agreement, Customer shall defend, indemnify, and hold Avalara, its Affiliates, and their respective officers, directors, employees, and representatives harmless from any Losses arising out of or related to Customer’s failure to timely provide immediately available Tax Funds for Taxes due. In order for the Tax Funds to be remitted timely to the applicable Filing Jurisdiction, Customer must do the following:
- Customer shall execute limited power(s) of attorney in the form requested by Avalara. Upon termination of Customer’s subscription to Avalara Returns, Avalara shall cease to use any power or authority granted by a power of attorney signed by Customer.
- Customer shall provide bank account information for a bank account (the “Bank Account”) from which Customer authorizes Avalara to draw by ACH to pay Customer’s Taxes and any applicable Avalara Returns fees and Expenses, by the deadline specified in the Documentation. If the ACH payment Avalara draws from the Bank Account is cancelled or returned other than by Avalara, that will be considered a failure to timely fund the Bank Account. Avalara may suspend or terminate Customer’s subscription to the Avalara Returns immediately upon notice if Customer fails to timely and sufficiently fund the Bank Account.
- Customer shall ensure the Bank Account has sufficient Tax Funds to pay the Taxes and, if applicable, Customer’s Avalara Returns fees and Expenses, by the deadlines specified in the Documentation. If Customer fails to timely fund the Bank Account, Customer shall remit payment for the Taxes plus any interest or penalties that may accrue directly to the applicable Filing Jurisdiction.
- Customer authorizes Avalara to (i) withdraw the Tax Funds to pay the Taxes in accordance with the Scheduled Returns, including making any required prepayments; and (ii) if applicable, withdraw Customer’s Avalara Returns fees and Expenses.
- Avalara Obligations.
- Returns Preparation and Filing. Avalara will prepare and file Returns for the Filing Entities and in the Filing Jurisdictions agreed by Avalara and Customer. Avalara may begin filing a Return as soon as Customer approves the related Tax Liability. Each (i) standard tax return filing, (ii) Non-Standard Form (as defined in Section 7(d) below), or (iii) prepayment mandated by a Filing Jurisdiction and submitted without (i) or (ii) prepared for one Filing Jurisdiction for one filing period will count as one “Return.”
- Funding. 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 funds to pay Taxes. If Tax Funds are not timely available to Avalara for remitting, Avalara will file the Return(s) without payment.
- Avalara will draw upon the Bank Account to pay the Taxes. Typically, these draws occur between the 11th and 14th day of the month but may occur without notice at any time after the Tax Liability Approval Deadline. Notwithstanding the foregoing, if Customer owes any prepayments to Filing Jurisdictions, the draw may occur earlier.
- Each month, if applicable, Avalara will draw upon the Bank Account to pay Avalara Returns fees and Expenses due.
- Avalara shall hold the Tax Funds in a trust account prior to disbursement to the applicable Filing Jurisdiction. Avalara holds all Tax Funds in trust for the benefit of the applicable Filing Jurisdiction and shall not comingle the Tax Funds with its general funds but may comingle the Tax Funds with funds held in trust on behalf of other Avalara customers. Any interest earned on the Tax Funds accrues for the benefit of and is the sole property of Avalara.
- Carry-over Credits. If a Filing Entity has a tax liability credit in Avalara’s records (a “Carry-over Credit”) due to a credit invoice corresponding to a particular Filing Jurisdiction, Avalara will apply the Carry-over Credit to the next Return for that Filing Entity in that Filing Jurisdiction with a liability equal to or in excess of the Carry-over Credit, provided that if it cannot be applied within the timeframe listed in the Documentation, the Carry-over Credit will expire and Customer must file an amended Return with the Filing Jurisdiction if it wishes to recover the liability associated with the credit invoice.
- Notice Management. Customer will receive all notices relating to Customer’s Returns directly from Filing Jurisdictions. Some notices are informational in nature (for example, changes to the Scheduled Returns or tax rate changes) while others are error notices relating to Returns. In the Documentation, Avalara provides recommended actions for Customers to resolve informational notices. During the Subscription Term, for any error notice relating to a Return filed or Taxes remitted by Avalara, Customer shall immediately, and not later than 10 business days after the date of such notice, electronically deliver such notice to Avalara. Such notice must be submitted by following the instructions in the Documentation. During the Subscription Term, Avalara will respond to notices for Returns filed and Taxes remitted by Avalara. In the case of notices received by Avalara more than 10 business days after the date of the notice, Avalara may delay response or not respond or, if Customer asks Avalara to expedite the notice response and Avalara agrees, to charge an additional fee to expedite the notice response. Customer is responsible for responding to or otherwise addressing all other notices. Avalara shall have no responsibility for any notice management upon expiration or termination of the Subscription Term.
- Returns Guarantee. Avalara provides a guarantee of the timeliness of Returns prepared and filed through Avalara Returns (the “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 a Return it was obligated to file or to 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 the Avalara Returns fees paid by Customer during the 365 days preceding the final assessment of penalties or interest for the Avalara Error (calculated as described in subsection (c) below).
- The following conditions apply to the Returns Guarantee:
- Customer must have met all of its obligations under the Terms and these Returns Terms, including providing and maintaining accurate, complete, and current Filing Information and Tax Data; timely providing all Tax Funds; and timely paying Avalara Returns fees. To the extent the Avalara Error was caused by Customer’s failure to perform any of the obligations in these Returns Terms or the Terms, the 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 or interest imposed by the Filing Jurisdiction.
- For purposes of calculating the amount of the Avalara Returns fees paid that are eligible for the Returns Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for Avalara Returns, 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 Returns do not include any activation fees, fees for ancillary Professional Services, or any other one-time fees.
- If the audit implicates other issues in addition to the alleged Avalara Error, the amount to be paid by Avalara under this 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 will make the Returns Guarantee payment 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 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 Returns subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under this Returns Guarantee.
- Avalara Returns Data Storage.
- Included Storage. Avalara Returns includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Product-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in increments of 25,000 (each increment, a “Storage Unit”).
- Fees. Customer agrees to pay fees for Avalara Returns based on Customer’s subscription plan and usage of Avalara Returns. Customer shall participate in Avalara’s automatic payment option for Avalara Returns and either authorizes Avalara to draw from the Bank Account by ACH transfer to pay Avalara Returns fees and Expenses or will designate another automatic payment method for Avalara Returns fees and Expenses.
- Per-Return Fees. The per-Return fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage. Avalara reserves the right to adjust Customer’s per-Return fee at the beginning of any Renewal Subscription Term if the actual number of Returns prepared during the Subscription Term just ended is fewer than the minimum number included in Customer’s Avalara Returns subscription plan. For example, if Customer’s Avalara Returns plan requires Customer to file at least 361 Returns each year, but Customer files only 100 Returns in a given year, then, effective upon the start of any Renewal Subscription Term, Avalara may adjust the per-Return fee charged to Customer to the then-applicable per-Return fee for the Avalara Returns subscription plan that pertains to filing 100 Returns per year.
- Minimum Monthly Fee. If Customer has purchased a subscription plan with a minimum number of annual Returns required, Avalara reserves the right to begin billing Customer a monthly minimum Avalara Returns fee (“Minimum Returns Fee”) if Customer has not provided to Avalara the Onboarding Requirements within 90 days following the Effective Date (“Avalara Returns Commencement Deadline”). Customer’s Minimum Returns Fee is calculated using the lowest number of Returns required to be filed under Customer’s subscription plan multiplied by the per-Return fee under that plan, divided by 12 and rounded up to the nearest dollar. For example, if Customer has not filed a Return by the Avalara Returns Commencement Deadline and Customer is required to file at least 13 Returns each year with a per-Return fee of $54, then Avalara will charge Customer’s payment information on file a $59 fee ((13 x $54)/12) in the calendar month following the Avalara Returns Commencement Deadline and for each month thereafter until Customer completes the Onboarding Requirements. Avalara will stop charging Customer the Minimum Returns Fee when Customer completes the Onboarding Requirements and begins filing Returns.
- Avalara Cancellation Option. If Customer has not begun filing Returns by the Avalara Returns Commencement Deadline, Avalara reserves the right to cancel Customer’s Avalara Returns subscription and retain all prepaid, unused fees for the cancelled Service.
- Non-Standard Forms. If Customer requests (i) a form that is not offered by Avalara as a standard tax return; or (ii) a standard tax return that requires non-standard modifications to the standard 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 (one quarter hour minimum per Non-Standard Form).
- Additional Fees. If Customer fails to timely and completely provide accurate Onboarding Requirements, Filing Information, Tax Data, or Tax Funds, as applicable, or otherwise fails to fulfill any obligations under these Returns Terms, or if Customer requires a change to the standard process described in these Return 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 unlock Customer’s Tax Liability after it has been approved by Customer; (iii) for Avalara to change or reconcile requests received after the Tax Liability Approval Deadline; (iv) for Avalara to change the funding process because Customer has not timely funded the Bank Account; or (v) for Avalara to make a change to Customer’s Tax Liability, Filing Information, Return(s), Tax Data, Tax Funds to be remitted, or any other standard process.
- No Automatic Upgrade. Notwithstanding anything to the contrary in the Terms, Customer’s Avalara Returns subscription will not be automatically upgraded to the next highest subscription tier.
- Termination. Notwithstanding anything to the contrary in the Terms, the Subscription Term for Customer’s Avalara Returns subscription will terminate on the last calendar day of the month in which the Subscription Term would otherwise have terminated under the Terms. Customer may instruct Avalara not to file Returns in that or any other month by revising its Scheduled Returns.
- Termination for Cause. If the financial institution providing the Customer Bank Account instructs Avalara that Avalara must terminate this Agreement (for example, because Customer is conducting its business in violation of Applicable Law), Avalara may immediately terminate this Agreement upon written notice to Customer. In the event of such termination, Avalara will not refund any amounts to Customer.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to its Avalara Returns 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 9 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- Data Transformation Services. Customers utilizing Data Transformation Services shall deliver all Tax Data to Avalara by the fifth calendar day of the month in which the Tax Data is to be reported to the Filing Jurisdictions. “Data Transformation Services” are Services where Avalara converts Customer’s transactional data that meets Avalara’s minimum transactional data requirements (for any and all such files provided by Customer, the “DTS Transactional Data”) into a complete data set that permits import into Customer’s Account. Customer is responsible for ensuring that all information, files, and documentation included in the DTS Transactional Data are accurate, up-to-date, and complete to the best of Customer’s knowledge. Customer is responsible for providing DTS Transactional Data to Avalara in a timely manner and Customer acknowledges and agrees that Avalara’s provision of Data Transformation Services is dependent on Customer’s timely delivery. Data Transformation Services are performed at Customer’s direction and expense, pursuant to an Order Document, and the resulting data set is part of Customer’s Tax Data.
- One-time Implementation Services. Avalara charges a fee for implementation for Data Transformation Services. The implementation includes all the work necessary to provision Customer and prepare Customer’s Account to use Data Transformation Services. Implementation services are not performed between the 1st through the 10th day of each month and purchases made during that time will instead begin after the 10th day of that month.
- Per-File Charge. Avalara charges usage-based fees for Data Transformation Services on a per File basis. “Files” are calculated to be the sum, for all tabs of the DTS Transactional Data, of the numbers of lines on an individual tab divided by 100,000 (rounded up to the next whole number for any remainder).
- Deviations from the Terms Pertaining to Data Transformation Services.
- Termination. Except for implementation Services for Data Transformation Services, Customer may terminate its subscription to Data Transformation Services only, at any time, and Customer will remain liable for all fees incurred through the termination date.
- No Automatic Upgrade. Customer’s Data Transformation Services subscription will not be automatically upgraded to the next highest subscription tier.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Compliance with NACHA Operating Rules. The funding process described in Section 3(b) (Funding) of these Returns 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(b) (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:
Returns for Accountants
Effective November 1st 2023
DownloadTable of Contents
These Returns for Accountants Service-Specific Supplemental Terms (these “ARA Terms”) govern Customer’s purchase and use of Avalara Returns for Accountants. These ARA 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 ARA Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara Returns for Accountants” or “ARA” means Avalara’s Service that enables Customer to prepare sales and use tax returns.
- “Client” means a client of Customer.
- “Client Data” means any information uploaded to ARA by Customer or Customer’s Authorized Users relating to Customer’s Clients, including any Client data needed to properly complete a tax return. Customer Data includes Client Data.
- “Filing Jurisdiction” means a taxing jurisdiction for which Customer will prepare a Client Return using ARA.
- “Return” means a sales and use tax return that Customer prepares, approves, or generates for filing using ARA. A Return is “generated” when a Return is available for review, electronic filing, PDF creation, download, or printing. A Return may be revised without incurring additional charges within the Return’s current filing period. Amending a Return after the original Return has been filed is an additional Return.
- Use of the Services. Customer is authorized to use ARA solely for Customer’s internal business operations, which include the preparation and filing of Returns for its Clients or for Customer's business. Customer must be in the business of providing accounting or tax advisory services as part of its standard offerings in addition to providing tax preparation services to its clients. Avalara’s fees for the Services are Avalara’s Confidential Information. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purposes in connection with the specific Return for which it was provided and (ii) to assist the applicable Client with its compliance inquiries.
- Customer Obligations.
- Client Accounts. Customer is solely responsible for (i) the accuracy and completeness of Customer’s Clients’ initial and ongoing configuration and set-up in ARA, including identification of applicable Filing Jurisdictions, setting up Client filing calendars and Client entities, and any other information Customer needs to use ARA to prepare and file Returns for a Client, (ii) the accuracy, quality, legality, completeness, and integrity of the Client Data and the means by which Customer acquired Client Data; (iii) the preparation, content, accuracy (including calculation accuracy), and review of Returns that Customer prepares using ARA, and (iv) the timeliness of filing Client Returns. Any information regarding Filing Jurisdiction deadlines in ARA is for informational purposes only. Customer is solely responsible for obtaining and documenting permission from its Clients to access its Clients’ Avalara accounts, if applicable.
- Client Data. Customer will deliver Client Data to ARA in the form that Avalara specifies from time to time. Customer represents and warrants that it has the right to upload Client Data to the Avalara Service for Avalara’s use as permitted by the Agreement, and Customer shall not submit any Client Data to ARA that Customer does not have the legal right to submit to Avalara or to authorize Avalara to submit to third parties. Customer shall not violate any fiduciary duty Customer has to Clients. Avalara may remove any Client Data from the Services it believes to be in violation of this Agreement or Applicable Law.
- Compliance with Applicable Law. Customer shall comply with all Applicable Laws, including the rules, regulations, and procedures of any local, state, federal, or foreign government applicable to Customer and the services Customer provides to Clients, including rules and regulations promulgated by any Filing Jurisdiction.
- Electronic Filing. Customer shall comply with each Filing Jurisdiction’s electronic filing and direct deposit and debit rules, regulations, and deadlines. Customer represents and warrants that any electronic filing credentials it uses are registered to Customer or Customer’s Clients, and that Customer has the legal right to share those credentials with Avalara. Customer represents and warrants that for each Client Return Customer submits through ARA for electronic filing, Customer has the Client’s authorization to file that Return. Customer is solely responsible for the timely filing of Client Returns, including in the event of planned or unplanned downtime of ARA or Customer’s misuse of or inability to use ARA. Avalara does not guarantee that Filing Jurisdictions will accept the Returns that Customer files. Customer shall review electronic filing and remittance status after submission to confirm a Return was accepted. For Filing Jurisdictions that do not accept electronic filings, Customer shall file Returns through another method.
- Remittance. Customer and Clients are solely responsible for timely funding and remitting the payment of any taxes or fees associated with Returns or filing them.
- Notices. Customer and Clients are solely responsible for receiving and managing any notices from a Filing Jurisdiction.
- Customer Support. Customer shall purchase the applicable support entitlement.
- Implementation Services. Customer shall purchase the applicable implementation services (“Implementation Services”). Implementation Services are governed by the Avalara Professional Services Terms and Conditions located at https://www.avalara.com/ps-terms.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara, its Affiliates, and their respective employees, officers, directors, agents, and shareholders against Losses incurred as a result of a third-party claim or action arising from or related to a Client’s use of Customer’s offerings or ARA. Avalara’s indemnification obligations set forth in Section 10(a) (Indemnification by Avalara) of the Terms do not apply to claims by Clients.
- Avalara Data Storage - Returns.
- Included Storage. ARA includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Service-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in 25,000 increments (each increment, a “Stored Unit”).
- Fees. Customer agrees to pay fees for ARA based on Customer’s subscription plan and usage of ARA.
- Per-Return Fees. The per-Return fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage.
- No Automatic Upgrade. Customer’s ARA subscription will not be automatically upgraded to the next highest subscription tier.
- ARA Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to ARA 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 8 (ARA Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for ARA.
Effective October 28th 2023 to November 1st 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 Returns for Accountants Product-Specific Supplemental Terms (these “ARA Terms”) govern Customer’s purchase and use of Avalara Returns for Accountants. These ARA 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 ARA Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Avalara Returns for Accountants” or “ARA” means Avalara’s Service that enables Customer to prepare sales and use tax returns.
- “Client” means a client of Customer.
- “Client Data” means any information uploaded to ARA by Customer or Customer’s Authorized Users relating to Customer’s Clients, including any Client data needed to properly complete a tax return. Customer Data includes Client Data.
- “Filing Jurisdiction” means a taxing jurisdiction for which Customer will prepare a Client Return using ARA.
- “Return” means a sales and use tax return that Customer prepares, approves, and generates for filing using ARA. A Return is “generated” when a Return is available for electronic filing, PDF creation, download, or printing. A Return may be revised without incurring additional charges within the Return’s current filing period. Amending a Return after the original Return has been filed is an additional Return.
- Use of the Services. Customer is authorized to use ARA solely for Customer’s internal business operations, which include the preparation and filing of Returns for its Clients. Customer must be in the business of providing accounting or tax advisory services as part of its standard offerings in addition to providing tax preparation services to its clients. Avalara’s fees for the Services are Avalara’s Confidential Information. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purposes in connection with the specific Return for which it was provided and (ii) to assist the applicable Client with its compliance inquiries.
- Customer Obligations.
- Client Accounts. Customer is solely responsible for (i) the accuracy and completeness of Customer’s Clients’ initial and ongoing configuration and set-up in ARA, including identification of applicable Filing Jurisdictions, setting up Client filing calendars and Client entities, and any other information Customer needs to use ARA to prepare and file Returns for a Client, (ii) the accuracy, quality, legality, completeness, and integrity of the Client Data and the means by which Customer acquired Client Data; (iii) the preparation, content, accuracy (including calculation accuracy), and review of Returns that Customer prepares using ARA, and (iv) the timeliness of filing Client Returns. Any information regarding Filing Jurisdiction deadlines in ARA is for informational purposes only. Customer is solely responsible for obtaining and documenting permission from its Clients to access its Clients’ Avalara accounts, if applicable.
- Client Data. Customer will deliver Client Data to ARA in the form that Avalara specifies from time to time. Customer represents and warrants that it has the right to upload Client Data to the Avalara Service for Avalara’s use as permitted by the Agreement, and Customer shall not submit any Client Data to ARA that Customer does not have the legal right to submit to Avalara or to authorize Avalara to submit to third parties. Customer shall not violate any fiduciary duty Customer has to Clients. Avalara may remove any Client Data from the Services it believes to be in violation of this Agreement or Applicable Law.
- Compliance with Applicable Law. Customer shall comply with all Applicable Laws, including the rules, regulations, and procedures of any local, state, federal, or foreign government applicable to Customer and the services Customer provides to Clients, including rules and regulations promulgated by any Filing Jurisdiction.
- Electronic Filing. Customer shall comply with each Filing Jurisdiction’s electronic filing and direct deposit and debit rules, regulations, and deadlines. Customer represents and warrants that any electronic filing credentials it uses are registered to Customer or Customer’s Clients, and that Customer has the legal right to share those credentials with Avalara. Customer represents and warrants that for each Client Return Customer submits through ARA for electronic filing, Customer has the Client’s authorization to file that Return. Customer is solely responsible for the timely filing of Client Returns, including in the event of planned or unplanned downtime of ARA or Customer’s misuse of or inability to use ARA. Avalara does not guarantee that Filing Jurisdictions will accept the Returns that Customer files. Customer shall review electronic filing and remittance status after submission to confirm a Return was accepted. For Filing Jurisdictions that do not accept electronic filings, Customer shall file Returns through another method.
- Remittance. Customer and Clients are solely responsible for timely funding and remitting the payment of any taxes or fees associated with Returns or filing them.
- Notices. Customer and Clients are solely responsible for receiving and managing any notices from a Filing Jurisdiction.
- Customer Support. Customer shall purchase the applicable support entitlement.
- Implementation Services. Customer shall purchase the applicable implementation services (“Implementation Services”). Implementation Services are governed by the Avalara Professional Services Terms and Conditions located at https://www.avalara.com/ps-terms.
- Additional Indemnification. In addition to Customer’s indemnification obligations set forth in the Terms, Customer shall indemnify and defend Avalara, its Affiliates, and their respective employees, officers, directors, agents, and shareholders against Losses incurred as a result of a third-party claim or action arising from or related to a Client’s use of Customer’s offerings or ARA. Avalara’s indemnification obligations set forth in Section 10(a) (Indemnification by Avalara) of the Terms do not apply to claims by Clients.
- Avalara Data Storage - Returns.
- Included Storage. ARA includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Product-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in 25,000 increments (each increment, a “Stored Unit”).
- Fees. Customer agrees to pay fees for ARA based on Customer’s subscription plan and usage of ARA.
- Per-Return Fees. The per-Return fee specified in Customer’s subscription plan is based on Customer’s estimated annual usage.
- No Automatic Upgrade. Customer’s ARA subscription will not be automatically upgraded to the next highest subscription tier.
- ARA Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to ARA 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 8 (ARA Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for ARA.
- No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to Clients.
Returns for Small Business
Effective November 1st 2023
DownloadTable of Contents
These Returns for Small Business Service-Specific Supplemental Terms (these “RSB Terms”) govern Customer’s purchase and use of Returns for Small Business. These RSB 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 RSB Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Return” means a tax return or other filing prepared with the assistance of Avalara Returns for Small Business.
- “Returns Settings” means the settings in Avalara RSB that reflect Customer’s filing jurisdictions, filing frequency, and other Return-related settings.
- “Transaction” means a record that Customer inputs directly or imports into Avalara RSB to generate a Return. Transactions include, for example, sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts.
- “Tax Professional” means a tax preparer Customer who is authorized by a client to prepare returns on its client’s behalf for a fee.
- Customer Obligations. Customer shall: (i) carefully review the Returns Settings and ensure the Returns Settings are up to date and accurate at all times; (ii) ensure the accuracy and completeness of all Transactions, Returns Settings, Customer Data, and of all Returns prior to filing (collectively, “Tax Data”); and (iii) if Avalara files Returns for Customer, provide accurate and current tax registration numbers and log-in information for each entity in each filing jurisdiction to ensure Avalara can at all times identify and access Customer’s account in that filing jurisdiction (“Account Information”). Customer shall not import more than 250,000 Transactions into Avalara RSB per Subscription Term. Avalara will not review or audit the accuracy or completeness of Tax Data. Avalara is not responsible for any charges, interest, or penalties incurred as a result of incorrect Account configuration, Tax Data, or Account Information. It is solely Customer’s obligation to ensure that the Service is properly configured at all times for Customer’s specific circumstances. Customer is solely responsible for paying any taxes owed to the applicable filing jurisdiction.
- Tax Professionals. Tax Professionals may use Avalara RSB to prepare and file Returns for their clients as part of the Tax Professional’s internal business operations.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purposes in connection with the specific Return for which it was provided and (ii) to assist the applicable client with its compliance inquiries.
- Avalara Data Storage - Returns.
- Included Storage. Avalara Returns for Small Business includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Service-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in increments of 25,000 (each increment, a “Storage Unit”).
- Fees. Customer shall pay all fees specified in the Order Document. Fees for use of Avalara RSB consist of two elements: the monthly subscription charge (“Subscription Charge”) and fees for filing Returns (“Filing Fees”). Customer may file Returns through Avalara RSB and Avalara will charge Customer the Filing Fee for each Return. Avalara shall charge Customer’s payment method on file for the Returns filed through Avalara RSB in each month as incurred. Filing Fees are provided on the Order Document or renewal notice.
- Termination. Notwithstanding anything to the contrary in the Terms, either Party may notify the other Party of nonrenewal by providing 30 days' advance written notice.
Effective October 28th 2023 to November 1st 2023
DownloadSummary of changes
Please note that these updated Avalara Returns for Small Business Product-Specific Supplemental Terms will apply to new subscriptions immediately and any renewal made on or after June 1, 2023.
Table of Contents
Last updated May 1, 2023.
These Avalara Returns for Small Business Supplemental Terms (these “RSB Terms”) govern Customer’s purchase and use of Avalara Returns for Small Business. These RSB 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 RSB Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Return” means a tax return or other filing prepared with the assistance of Avalara Returns for Small Business.
- “Returns Settings” means the settings in Avalara RSB that reflect Customer’s filing jurisdictions, filing frequency, and other Return-related settings.
- “Transaction” means a record that Customer inputs directly or imports into Avalara RSB to generate a Return. Transactions include, for example, sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts.
- “Tax Professional” means a tax preparer Customer who is authorized by a client to prepare returns on its client’s behalf for a fee.
- Customer Obligations. Customer shall: (i) carefully review the Returns Settings and ensure the Returns Settings are up to date and accurate at all times; (ii) ensure the accuracy and completeness of all Transactions, Returns Settings, Customer Data, and of all Returns prior to filing (collectively, “Tax Data”); and (iii) if Avalara files Returns for Customer, provide accurate and current tax registration numbers and log-in information for each entity in each filing jurisdiction to ensure Avalara can at all times identify and access Customer’s account in that filing jurisdiction (“Account Information”). Customer shall not import more than 250,000 Transactions into Avalara RSB per Subscription Term. Avalara will not review or audit the accuracy or completeness of Tax Data. Avalara is not responsible for any charges, interest, or penalties incurred as a result of incorrect Account configuration, Tax Data, or Account Information. It is solely Customer’s obligation to ensure that the Service is properly configured at all times for Customer’s specific circumstances. Customer is solely responsible for paying any taxes owed to the applicable filing jurisdiction.
- Tax Professionals. Tax Professionals may use Avalara RSB to prepare and file Returns for their clients as part of the Tax Professional’s internal business operations.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable client only), worldwide license to use and retain the Content that is returned by the Services to Customer solely (i) for its internal business purposes in connection with the specific Return for which it was provided and (ii) to assist the applicable client with its compliance inquiries.
- Avalara Data Storage - Returns.
- Included Storage. Avalara Returns for Small Business includes access to stored transaction data 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 four calendar years. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents (defined in the AvaTax Product-Specific Supplemental Terms) recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in increments of 25,000 (each increment, a “Storage Unit”).
- Fees. Customer shall pay all fees specified in the Order Document. Fees for use of Avalara RSB consist of two elements: the monthly subscription charge (“Subscription Charge”) and fees for filing Returns (“Filing Fees”). Customer may file Returns through Avalara RSB and Avalara will charge Customer the Filing Fee for each Return. Avalara shall charge Customer’s payment method on file for the Returns filed through Avalara RSB in each month as incurred. Filing Fees are provided on the Order Document or renewal notice.
- Termination. Notwithstanding anything to the contrary in the Terms, either Party may notify the other Party of nonrenewal by providing 30 days' advance written notice.
Self-Serve Tariff Code Classification
Effective April 10th 2024
DownloadTable of Contents
These Avalara Self-Serve Tariff Code Classification Service-Specific Supplemental Terms (“Self-Serve Tariff Code Classification Terms”) govern Customer’s purchase and use of Avalara Self-Serve Tariff Code Classification. These Self-Serve Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Self-Serve Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Self-Serve Tariff Code Classification” means the service that facilitates the tariff code classification of physical goods under the harmonized commodity description and coding system.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “Item” means an item or product related to one physical good that is entered or uploaded in Avalara Self-Serve Tariff Code Classification by Customer. Each such record will count as one Item. All such records will be considered Items, regardless of the number of HS Codes generated.
- The Service; Usage. Usage will be calculated based on classification requests submitted to the Service that receive a response. Notwithstanding the foregoing, if the ratio between classification requests that do not receive a response and classification requests that do receive a response exceeds 250:1 during a given calendar month, Customer shall incur an additional fee equal to 10% of all classification requests made during such month at the overage rate specified in the Order Document.
- 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 Customer’s internal compliance purposes in connection with the Service for which it was provided.
- Customer Obligations. Customer shall: (i) provide Avalara with a sufficient natural-language description for each Item, and (ii) provide Avalara with the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
Effective November 1st 2023 to April 10th 2024
DownloadTable of Contents
These Avalara Self-Serve Tariff Code Classification Service-Specific Supplemental Terms (“Self-Serve Tariff Code Classification Terms”) govern Customer’s purchase and use of the Avalara Self-Serve Tariff Code Classification Services described below. These Self-Serve Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Self-Serve Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Self-Serve Tariff Code Classification” means the Service for classifying Items to Harmonized Commodity Description and Coding System (HS) codes.
- “Item” means an item or product that can be assigned a Harmonized Commodity Description and Coding System code or the import item classification code for a specific country (“Item Code”).
- The Services.
- Customer Obligations. Customer shall provide Avalara with (i) a sufficient natural-language description for each Item, and (ii) the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
- Usage. Usage will be calculated based on classification requests submitted to the Service that receive a response. Notwithstanding the foregoing, if the ratio between classification requests that do not receive a response and classification requests that do receive a response exceeds 250:1 during a given calendar month, Customer shall incur an additional fee equal to 10% of all classification requests made during such month at the overage rate specified in the Order Document.
- License. Avalara grants 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.
Effective October 27th 2023 to November 1st 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 Self-Serve Tariff Code Classification Product-Specific Supplemental Terms (“Self-Serve Tariff Code Classification Terms”) govern Customer’s purchase and use of the Avalara Self-Serve Tariff Code Classification Services described below. These Self-Serve Tariff Code Classification Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Self-Serve Tariff Code Classification Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Self-Serve Tariff Code Classification” means the Service for classifying Items to Harmonized Commodity Description and Coding System (HS) codes.
- “Item” means an item or product that can be assigned a Harmonized Commodity Description and Coding System code or the import item classification code for a specific country (“Item Code”).
- “Avalara Self-Serve Tariff Code Classification” means the Service for classifying Items to Harmonized Commodity Description and Coding System (HS) codes.
- The Services.
- Customer Obligations. Customer shall provide Avalara with (i) a sufficient natural-language description for each Item, and (ii) the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
- Usage. Usage will be calculated based on classification requests submitted to the Service that receive a response. Notwithstanding the foregoing, if the ratio between classification requests that do not receive a response and classification requests that do receive a response exceeds 250:1 during a given calendar month, Customer shall incur an additional fee equal to 10% of all classification requests made during such month at the overage rate specified in the Order Document.
- License. Avalara grants 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 Services governed by these Self-Serve Tariff Code Classification Terms:
- Trial Period. The trial period described in the Terms does not apply to Avalara Self-Serve Tariff Code Classification Service.
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
SST and CSP Returns
Effective November 1st 2023
DownloadTable of Contents
These Avalara Streamlined Sales Tax & Certified Service Provider Program Service-Specific Supplemental Terms (“SST Terms”) apply to Customer if Customer has registered under the Streamlined Sales Tax Initiative (“SST Initiative”) or an individual state’s Certified Service Provider Program (“CSP Program”) and has selected Avalara as its Certified Service Provider (as that term is defined in the Streamlined Sales Tax and Use Agreement (the “SSUTA”) or the relevant state’s CSP Program, as applicable, “Certified Service Provider”) (or if Customer agrees to the foregoing pursuant to Section 2 of these SST Terms). These SST Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized terms used herein and not defined have the meaning in the Terms.
- SST Initiative Disclosure Statement. AVALARA HAS ENTERED INTO CONTRACTS WITH THE GOVERNING BOARD ESTABLISHED UNDER THE STREAMLINED SALES AND USE TAX AGREEMENT. AS A PREREQUISITE TO ENTERING INTO THIS CONTRACT, AVALARA HAS CREATED A TAX CALCULATION SYSTEM SATISFACTORY TO AND CERTIFIED BY THE GOVERNING BOARD. IN ADDITION, AVALARA HAS ASSUMED CERTAIN OTHER RESPONSIBILITIES AND OBLIGATIONS AS SET FORTH IN ITS CONTRACTS WITH THE GOVERNING BOARD, THE STREAMLINED SALES AND USE TAX AGREEMENT AND THE LAWS OF THE STATES THAT ARE MEMBERS OF THE GOVERNING BOARD. AS PROVIDED IN THE CONTRACTS BETWEEN AVALARA AND THE GOVERNING BOARD, AVALARA IS AUTHORIZED TO REPRESENT ITSELF AS A “CERTIFIED SERVICE PROVIDER” AND SERVE AS AN AGENT FOR SELLERS WHO DESIRE TO REGISTER AND PARTICIPATE IN THE STREAMLINED SALES AND USE TAX AGREEMENT. IN ADDITION, THE SERVICES PROVIDED UNDER THIS CONTRACT BY AVALARA MAY BE PAID BY THE STATES THAT ARE MEMBERS OF THE STREAMLINED SALES TAX GOVERNING BOARD. NOTHING IN THE CONTRACT BETWEEN THE GOVERNING BOARD AND AVALARA OR THE STREAMLINED SALES AND USE TAX AGREEMENT ESTABLISHES ANY RIGHT OR ENTITLEMENT IN SELLERS CONTRACTING WITH AVALARA. A SELLER’S RIGHTS AND ENTITLEMENTS WITH RESPECT TO AVALARA ARE ESTABLISHED AND GOVERNED BY THIS CONTRACT WITH AVALARA. A SELLER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY OF THE MEMBER STATES ARE DETERMINED BY THE LAWS OF EACH MEMBER STATE.
- Appointment of Avalara. Customer confirms that it has registered to participate in the SST Initiative or a state’s CSP Program and appointed Avalara to act as its Certified Service Provider. If Customer has not already registered for the SST Initiative or a state’s CSP Program, Customer appoints Avalara to act as Customer’s agent to register Customer to participate in the SST Initiative or the applicable state’s CSP Program and thereafter to act as Customer’s Certified Service Provider, and shall complete, provide, and execute any documentation required to effect such appointment. In performing Services and obligations under these SST Terms, Avalara may share Customer Data and Customer’s Confidential Information with the Governing Board established under the SSUTA (the “Governing Board”), a state that is a member, contingent member, or associate member of the SST Initiative (as such terms are used in the SSUTA, each, a “Streamlined State”) or a CSP Program state (each, a “CSP State”), as reasonably required.
- Avalara Returns. Sections 1–4 (except 1(a)(iv)), 7(e), 7(g), 8, and 9 of the Returns Service-Specific Supplemental Terms (the “Returns Terms”) are incorporated by reference. However, notwithstanding anything to the contrary contained in the Returns Terms, (a) “Filing Information” (as defined in the Returns Terms) does not include “Account Information”, (b) Avalara shall remain responsible for notice management upon expiration or termination of these SST Terms for all notices corresponding to any Return Avalara filed on Customer’s behalf and (c) if a Carry-over Credit (as defined in the Returns Terms) expires, Customer must request that Avalara file an amended SER (as defined in Section 5 (Treasury)) on Customer’s behalf if it wishes to recover the liability associated with the credit invoice.
- Seller Status/Records. Customer will provide Avalara with a statement of Customer’s SST status in each Streamlined State (e.g., “volunteer” or “CSP-compensated Seller” and “non-volunteer” or “non-CSP-compensated Seller”) or a certified service provider attestation, as applicable. In addition, Customer agrees to provide its updated status or attestation, as applicable, within 30 days of Avalara’s request for the same. Customer’s failure to respond to any such request may result in an unfavorable change to Customer’s status in a Streamlined State or Customer no longer participating in the CSP Program. Customer understands and agrees that it is obligated to provide electronic records upon any request from the Governing Board and any Streamlined State or CSP State.
- Treasury. Services relating to paying Customer’s Taxes (as defined in the Returns Terms, “Taxes”) and remitting Customer’s simplified electronic return (or CSP Program equivalent) (“SER”) shall be performed in accordance with the Returns Terms. If Tax Funds (as defined in the Returns Terms) are not available to Avalara by the due date of the return, Avalara may notify the Governing Board within 10 days about the lack of funding and may terminate these SST Terms.
- Indemnification Obligations. Customer agrees to defend, indemnify, and hold harmless Avalara, its Affiliates, and their respective officers, directors, and employees for any Losses incurred as a result of: (a) Customer’s failure to timely make available funds for remittance sufficient for all Taxes, interest, or penalties when due; (b) Customer’s failure to properly classify any item or transaction in accordance with Avalara’s goods and services codes that are certified by the Streamlined States or the applicable CSP State; (c) Customer’s failure to timely make available funds for remittance for corrected tax amounts due after notice from a Streamlined State, CSP State, or Avalara that the Taxes remitted by Customer were incorrect; (d) Customer’s failure to timely provide adequate documentation of exempt transactions; (e) Customer’s failure to pass the invoice level information necessary to make a proper tax determination; and (f) Customer’s failure to timely provide any assistance required under Section 8 below. The section of the Terms entitled Exclusion of Certain Claims; Limitation of Liability shall not apply to claims under this Section 6. Customer waives any claim against Avalara, its Affiliates, or their respective officers, directors, and employees relating to any of the foregoing. In addition, if it is found that Customer is not compliant with any of the requirements of the SSUTA or the applicable state’s CSP Program in any way (including, but not limited to, the events described in the foregoing subsections (a) through (e)), then Customer agrees that Customer and its officers and employees will use best efforts to: (i) immediately cure such non-compliance; and (ii) cooperate with Avalara to cure such non-compliance.
- Fees for Non-Volunteer SERs. For each SER that Avalara remits on Customer’s behalf in Streamlined States where Customer has conceded sales tax nexus and holds an SST status of “non-volunteer,” Avalara will charge Customer (a) if Customer has an Avalara Returns plan, the per-Return rate Customer is charged for Avalara Returns; or (b) if Customer does not have an Avalara Returns plan, the standard per-Return fee.
- Audit. Customer understands and agrees that, upon request by a Streamlined State, CSP State, or the Governing Board and to the extent permitted by the law of the Streamlined State or CSP State, (i) Avalara is obligated to provide Customer's transactional data and records if Customer is a volunteer seller with respect to the applicable state, and (ii) Customer shall electronically provide its transactional data and records relating to sales and use taxes and related services to such entity. To assist with audits, Customer shall electronically provide its transactional data and records relating to sales and use taxes and related services to Avalara and provide other assistance upon reasonable request, including assistance in abating or reducing the amount of penalties and interest imposed by a Filing Jurisdiction (as defined in the Returns Terms). If Customer has registered as a non-volunteer in a Streamlined State, Avalara will not provide transactional data to that Streamlined State, and the Streamlined State may audit Customer’s data directly to ensure compliance with its laws.
- State Challenges to Customer’s Volunteer Status.
- Initial Registration Challenge. If a state challenges Customer’s registration as a volunteer, and the challenge occurs within 10 business days after the registration, Avalara will, in its sole discretion, (i) retain Customer’s volunteer status while the challenge is pending, or (ii) change Customer’s status to non-volunteer and require Customer to pay Service fees while the challenge is pending.
- Ongoing Status Challenge. If a state challenges Customer’s registration as a volunteer, and the challenge occurs more than 10 business days after such registration, Avalara will retain Customer’s volunteer status while the challenge is pending.
- Customer Obligations. Customer shall, within five business days of Avalara’s request, provide all information Avalara requires to support Customer’s challenge. If Customer fails to provide such information, (i) Avalara reserves the right to immediately charge Service fees for a pending challenge set forth in Section 9(a) (Initial Registration Challenge), and (ii) Avalara’s ability to assist Customer with the challenge may be limited and Customer may lose its volunteer status as a result.
- Service Fees. If the Governing Board’s final decision determines Customer is a non-volunteer, Customer will owe fees for Services provided after the final decision is issued.
- Termination of Agreement. Customer acknowledges that Avalara’s provision of the Streamlined Sales Tax & Certified Service Provider Program Service is dependent on Avalara’s underlying agreements with certain third-party entities (the “SST/CSP Agreements”) permitting Avalara to provide this Service. Notwithstanding anything to the contrary contained elsewhere in the Agreement, Avalara may terminate provision of this Service (or a part thereof) should the relevant SST/CSP Agreement terminate.
- Non-Taxable Transactions. Avalara reserves the right to charge Customer an additional fee if Customer’s non-taxable transactions in a Streamlined State or CSP State (if permitted) exceeds 30% (or such percentage determined by the applicable CSP State) of Customer’s total transactions in that state during any calendar year.
- Compensation for SST Services. Except as provided above in Section 11 (Non-Taxable Transactions), to the extent Avalara receives compensation for Services from the Streamlined States or pursuant to an individual state’s CSP Program, Avalara shall not separately charge fees to Customer for the same Services.
- Survival. Sections 2–12 of these SST Terms will survive any expiration, non-renewal, suspension, or termination of the Services or any termination of these SST Terms or the Agreement.
Effective October 28th 2023 to November 1st 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 Streamlined Sales Tax & Certified Service Provider Program Product-Specific Supplemental Terms (“SST Terms”) apply to Customer if Customer has registered under the Streamlined Sales Tax Initiative (“SST Initiative”) or an individual state’s Certified Service Provider Program (“CSP Program”) and has selected Avalara as its Certified Service Provider (as that term is defined in the Streamlined Sales Tax and Use Agreement (the “SSUTA”) or the relevant state’s CSP Program, as applicable, “Certified Service Provider”) (or if Customer agrees to the foregoing pursuant to Section 2 of these SST Terms). These SST Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/legal/terms (the “Terms”). Any capitalized terms used herein and not defined have the meaning in the Terms.
- SST Initiative Disclosure Statement. AVALARA HAS ENTERED INTO CONTRACTS WITH THE GOVERNING BOARD ESTABLISHED UNDER THE STREAMLINED SALES AND USE TAX AGREEMENT. AS A PREREQUISITE TO ENTERING INTO THIS CONTRACT, AVALARA HAS CREATED A TAX CALCULATION SYSTEM SATISFACTORY TO AND CERTIFIED BY THE GOVERNING BOARD. IN ADDITION, AVALARA HAS ASSUMED CERTAIN OTHER RESPONSIBILITIES AND OBLIGATIONS AS SET FORTH IN ITS CONTRACTS WITH THE GOVERNING BOARD, THE STREAMLINED SALES AND USE TAX AGREEMENT AND THE LAWS OF THE STATES THAT ARE MEMBERS OF THE GOVERNING BOARD. AS PROVIDED IN THE CONTRACTS BETWEEN AVALARA AND THE GOVERNING BOARD, AVALARA IS AUTHORIZED TO REPRESENT ITSELF AS A “CERTIFIED SERVICE PROVIDER” AND SERVE AS AN AGENT FOR SELLERS WHO DESIRE TO REGISTER AND PARTICIPATE IN THE STREAMLINED SALES AND USE TAX AGREEMENT. IN ADDITION, THE SERVICES PROVIDED UNDER THIS CONTRACT BY AVALARA MAY BE PAID BY THE STATES THAT ARE MEMBERS OF THE STREAMLINED SALES TAX GOVERNING BOARD. NOTHING IN THE CONTRACT BETWEEN THE GOVERNING BOARD AND AVALARA OR THE STREAMLINED SALES AND USE TAX AGREEMENT ESTABLISHES ANY RIGHT OR ENTITLEMENT IN SELLERS CONTRACTING WITH AVALARA. A SELLER’S RIGHTS AND ENTITLEMENTS WITH RESPECT TO AVALARA ARE ESTABLISHED AND GOVERNED BY THIS CONTRACT WITH AVALARA. A SELLER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY OF THE MEMBER STATES ARE DETERMINED BY THE LAWS OF EACH MEMBER STATE.
- Appointment of Avalara. Customer confirms that it has registered to participate in the SST Initiative or a state’s CSP Program and appointed Avalara to act as its Certified Service Provider. If Customer has not already registered for the SST Initiative or a state’s CSP Program, Customer appoints Avalara to act as Customer’s agent to register Customer to participate in the SST Initiative or the applicable state’s CSP Program and thereafter to act as Customer’s Certified Service Provider, and shall complete, provide, and execute any documentation required to effect such appointment. In performing Services and obligations under these SST Terms, Avalara may share Customer Data and Customer’s Confidential Information with the Governing Board established under the SSUTA (the “Governing Board”), a state that is a member, contingent member, or associate member of the SST Initiative (as such terms are used in the SSUTA, each, a “Streamlined State”) or a CSP Program state (each, a “CSP State”), as reasonably required.
- Avalara Returns. Sections 1–4 (except 1(a)(iv)), 7(e), 7(g), 8, and 10 of the Avalara Returns Supplemental Terms (the “Returns Terms”) are incorporated by reference. However, notwithstanding anything to the contrary contained in the Returns Terms, (a) “Filing Information” (as defined in the Returns Terms) does not include “Account Information,” (b) Avalara shall remain responsible for notice management upon expiration or termination of these SST Terms for all notices corresponding to any Return Avalara filed on Customer’s behalf and (c) if a Carry-over Credit (as defined in the Returns Terms) expires, Customer must request that Avalara file an amended SER (as defined in Section 5 (Treasury)) on Customer’s behalf if it wishes to recover the liability associated with the credit invoice.
- Seller Status/Records. Customer will provide Avalara with a statement of Customer’s SST status in each Streamlined State (e.g., “volunteer” or “CSP-compensated Seller” and “non-volunteer” or “non-CSP-compensated Seller”) or a certified service provider attestation, as applicable. In addition, Customer agrees to provide its updated status or attestation, as applicable, within 30 days of Avalara’s request for the same. Customer’s failure to respond to any such request may result in an unfavorable change to Customer’s status in a Streamlined State or Customer no longer participating in the CSP Program. Customer understands and agrees that it is obligated to provide electronic records upon any request from the Governing Board and any Streamlined State or CSP State.
- Treasury. Services relating to paying Customer’s Taxes (as defined in the Returns Terms, “Taxes”) and remitting Customer’s simplified electronic return (or CSP Program equivalent) (“SER”) shall be performed in accordance with the Returns Terms. If Tax Funds (as defined in the Returns Terms) are not available to Avalara by the due date of the return, Avalara may notify the Governing Board within 10 days about the lack of funding and may terminate these SST Terms.
- Indemnification Obligations. Customer agrees to defend, indemnify, and hold harmless Avalara, its Affiliates, and their respective officers, directors, and employees for any Losses incurred as a result of: (a) Customer’s failure to timely make available funds for remittance sufficient for all Taxes, interest, or penalties when due; (b) Customer’s failure to properly classify any item or transaction in accordance with Avalara’s goods and services codes that are certified by the Streamlined States or the applicable CSP State; (c) Customer’s failure to timely make available funds for remittance for corrected tax amounts due after notice from a Streamlined State, CSP State, or Avalara that the Taxes remitted by Customer were incorrect; (d) Customer’s failure to timely provide adequate documentation of exempt transactions; (e) Customer’s failure to pass the invoice level information necessary to make a proper tax determination; and (f) Customer’s failure to timely provide any assistance required under Section 8 below. The section of the Terms entitled Exclusion of Certain Claims; Limitation of Liability shall not apply to claims under this Section 6. Customer waives any claim against Avalara, its Affiliates, or their respective officers, directors, and employees relating to any of the foregoing. In addition, if it is found that Customer is not compliant with any of the requirements of the SSUTA or the applicable state’s CSP Program in any way (including, but not limited to, the events described in the foregoing subsections (a) through (e)), then Customer agrees that Customer and its officers and employees will use best efforts to: (i) immediately cure such non-compliance; and (ii) cooperate with Avalara to cure such non-compliance.
- Fees for Non-Volunteer SERs. For each SER that Avalara remits on Customer’s behalf in Streamlined States where Customer has conceded sales tax nexus and holds an SST status of “non-volunteer,” Avalara will charge Customer (a) if Customer has an Avalara Returns plan, the per-Return rate Customer is charged for Avalara Returns; or (b) if Customer does not have an Avalara Returns plan, the standard per-Return fee.
- Audit. Customer understands and agrees that, upon request by a Streamlined State, CSP State, or the Governing Board and to the extent permitted by the law of the Streamlined State or CSP State, Avalara is obligated to provide Customer's transactional data and records relating to sales and use taxes and related services (“Records”) to the applicable state only if (i) Customer is a volunteer seller with respect to the applicable state, and (ii) Customer’s Records were processed through Avalara's Streamlined Sales Tax & Certified Service Provider Program Service. To assist with audits, Customer shall electronically provide its Records to Avalara and provide other assistance upon reasonable request, including assistance in abating or reducing the amount of penalties and interest imposed by a Filing Jurisdiction (as defined in the Returns Terms). For clarity, if Customer has registered as a non-volunteer in a Streamlined State or CSP State and/or does not process Records through Avalara's Streamlined Sales Tax & Certified Service Provider Program Service, Avalara will not provide Records to the applicable state, and the applicable state may audit Customer’s data directly to ensure compliance with its laws.
- State Challenges to Customer’s Volunteer Status.
- Initial Registration Challenge. If a state challenges Customer’s registration as a volunteer, and the challenge occurs within 10 business days after the registration, Avalara will, in its sole discretion, (i) retain Customer’s volunteer status while the challenge is pending, or (ii) change Customer’s status to non-volunteer and require Customer to pay Service fees while the challenge is pending.
- Ongoing Status Challenge. If a state challenges Customer’s registration as a volunteer, and the challenge occurs more than 10 business days after such registration, Avalara will retain Customer’s volunteer status while the challenge is pending.
- Customer Obligations. Customer shall, within five business days of Avalara’s request, provide all information Avalara requires to support Customer’s challenge. If Customer fails to provide such information, (i) Avalara reserves the right to immediately charge Service fees for a pending challenge set forth in Section 9(a) (Initial Registration Challenge), and (ii) Avalara’s ability to assist Customer with the challenge may be limited and Customer may lose its volunteer status as a result.
- Service Fees. If the Governing Board’s final decision determines Customer is a non-volunteer, Customer will owe fees for Services provided after the final decision is issued.
- Termination of Agreement. Customer acknowledges that Avalara’s provision of the Streamlined Sales Tax & Certified Service Provider Program Service is dependent on Avalara’s underlying agreements with certain third-party entities (the “SST/CSP Agreements”) permitting Avalara to provide this Service. Notwithstanding anything to the contrary contained elsewhere in the Agreement, Avalara may terminate provision of this Service (or a part thereof) should the relevant SST/CSP Agreement terminate.
- Non-Taxable Transactions. Avalara reserves the right to charge Customer an additional fee if Customer’s non-taxable transactions in a Streamlined State or CSP State (if permitted) exceeds 30% (or such percentage determined by the applicable CSP State) of Customer’s total transactions in that state during any calendar year.
- Compensation for SST Services. Except as provided above in Section 11 (Non-Taxable Transactions), to the extent Avalara receives compensation for Services from the Streamlined States or pursuant to an individual state’s CSP Program, Avalara shall not separately charge fees to Customer for the same Services.
- Survival. Sections 2–12 of these SST Terms will survive any expiration, non-renewal, suspension, or termination of the Services or any termination of these SST Terms or the Agreement.
Support
Effective February 15th 2024
DownloadTable of Contents
These Support Service-Specific Supplemental Terms (“Support Terms”) govern Customer’s use of Support Services. These Support 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 Support Terms and not defined have the meaning given in the Terms.
- Definitions.
- “Assisted Support” means the Service where Avalara provides support for AvaTax and implementation of certain additional Services that Customer purchases during the Subscription Term.
- “Business Support” means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium. Business Support is a legacy service and is no longer available for new sales.
- “Enterprise Support” means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium.
- “Managed Support” means the Service where Avalara provides support, ongoing maintenance of Customer’s Account for AvaTax and Managed Returns, including nexus monitoring, and implementation of certain additional Services that Customer purchases during the Subscription Term.
- “One-time Managed Setup Services” means the Service where Avalara sets up the applicable Service on Customer’s behalf.
- “Partner Support” means the Service where Avalara provides support for a partner participating in an Avalara partner program. For purposes of these Support Terms, “Customer” refers to the partner.
- “Services Results” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Support Services, including any intellectual property rights therein.
- “Standard Support” means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium.
- “Standard Support Plus” (also known as Professional Support) means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium. Standard Support Plus is a legacy service and is no longer available for new sales.
- “Support Services” means Assisted Support, Business Support, Enterprise Support, Managed Support, One-time Managed Setup Services, Partner Support, Standard Support, and Standard Support Plus.
- One-time Managed Setup Services; Managed Support.
- One-time Managed Setup Services. This Section 2(a) applies only to One-time Managed Setup Services.
- Customer Obligations.
- Customer shall timely provide detailed information regarding its business reasonably requested by Avalara, which may include tax nexus information, legal company name, tax filing calendar details, locations, and identification numbers.
- Customer shall ensure Avalara has access to its accounts with applicable tax authorities and any systems Customer uses and wants to connect to the Services. If Customer is unable to provide Avalara with access to Customer’s systems, Customer shall make personnel available and schedule time with Avalara to conduct the One-time Managed Setup Services. Customer will disable Avalara’s access to its systems (but not its tax authorities accounts) within five business days after configuration is complete.
- Customer shall review and test the setup and configuration of the Services for conformance with Customer’s tax and other internal policies (including information technology policies) and advise Avalara of any nonconformance within five business days of setup completion. Avalara will correct discrepancies within five business days after receipt of such notice. Without notice from Customer, the configuration will be deemed approved after five business days of setup completion.
- Customer shall review and approve the tax codes Avalara suggests for its product catalog within five business days after Avalara sends them. If no approval is received within five days, Avalara will set all products to the tax code for tangible personal property and Customer will have the option to adjust the tax codes at a later time.
- Customer is solely responsible for its tax policy, business requirements, and any related decisions, including certificate management and tax positions.
- Avalara Obligations. Avalara shall set up and configure the Services to integrate with Customer’s systems (e.g., ERP, marketplace, ecommerce, etc.) using available pre-built integrations. Avalara will suggest tax codes for the products in the product catalog Customer provides.
- Customer Obligations.
- Managed Support. This Section 2(b) applies only to Managed Support.
- Customer Obligations. Customer shall notify Avalara of any business changes that impact Customer’s compliance, including nexus setup, tax code selection, filing frequencies, new entity setup, any information used to provision Customer’s Account, and activities that impact physical or economic nexus.
- Avalara Obligations. Avalara will provide the following:
- Support. Customer support is available by phone during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- AvaTax Account Maintenance. [If Customer has AvaTax, ]Avalara will update the [AvaTax] Account with changes identified by Avalara or Customer that impact compliance.
- Nexus. Avalara will advise Customer when Customer Data in AvaTax indicates Customer may have economic nexus in a new state. Customer may opt to register in the new state or purchase registration services from Avalara. Upon registration, Avalara will update Customer’s Account accordingly. Avalara will request and Customer will provide information regarding physical nexus once per year, and Avalara will update Customer’s Account accordingly.
- Implementation of Additional Products. If Customer purchases additional AvaTax, Managed Returns or Streamlined Sales Tax and Certified Service Provider Program Service subscriptions during the Subscription Term, Avalara will assist Customer in setting up its Account.
- Training. Avalara will provide regular webinars with question-and-answer sessions. Avalara will also provide annual training for Customer’s new Authorized Users.
- Assumptions and Limitations. This Section 2(c) applies only to both One-time Managed Setup Services and Managed Support.
- Recommendations for tax codes are limited to 1,000 unique products. Any requested recommendations in excess of 1,000 may be subject to additional fees in an Order Document.
- Support Services are limited to 100 locations. Any requested locations in excess of 100 may be subject to additional fees in an Order Document.
- Services will commence within ten days after purchase. Work will be performed remotely and during Avalara business hours.
- Avalara may identify ways in which Customer is not compliant with tax requirements. If Customer wishes to use additional recommended Avalara services, Customer must purchase them separately.
- One-time Managed Setup Services are only available for U.S. or Canadian sales and use tax and only in conjunction with the purchase of Assisted Support or Managed Support.
- Registering to collect and remit sales and use tax can impact federal, state, and other reporting requirements, such as income or franchise tax, all of which are out of the Service’s scope. Customer should consult a third-party tax advisor regarding such matters.
- Avalara will use commercially reasonable efforts to provide consistent personnel for the duration of the One-time Managed Setup Services.
- One-time Managed Setup Services. This Section 2(a) applies only to One-time Managed Setup Services.
- Assisted Support. This Section 3 applies only to Assisted Support.
- Support. Customer support is available by phone or chat during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- Implementation of Additional Products. If Customer purchases additional AvaTax, Returns or Streamlined Sales Tax and Certified Service Provider Program Service subscriptions during the Subscription Term, Avalara will assist Customer in setting up its Account. Customer may incur additional fees for certain implementation services; Avalara will advise Customer in such instances, and only provide those services if Customer agrees in writing in advance.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Business Support. This Section 4 applies only to Business Support.
- Support. Customer support is available by phone or chat 24 hours per day, seven days per week. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within four hours.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Enterprise Support; Partner Support. This Section 5 applies only to Enterprise Support and Partner Support.
- Support. Customer support is available by phone or chat 24 hours per day, seven days per week. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within one hour. Avalara will assign a technical account manager to Customer.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Sandbox. Avalara will provide Customer with a sandbox Account.
- Standard Support. This Section 6 applies only to Standard Support. Standard Support is included in subscriptions for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium. Standard Support is available by submitting a support case from Customer’s Account during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Avalara will respond to requests for support within 24 hours.
- Standard Support Plus. This Section 7 applies only to Standard Support Plus.
- Support. Customer support is available by phone or chat 24 hours per day, seven days per week during U.S. business hours, 5 a.m. to 9 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight hours.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Trial Period for Managed Support and Assisted Support. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to Managed Support or Assisted Support 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 8 (Trial Period for Managed Support and Assisted Support), then Avalara shall refund Customer the fees Customer paid to Avalara for those Services.
- Exclusions. Avalara does not provide development or support of custom integrations.
- Additional Services. If Avalara identifies additional services Customer may need for compliance purposes, such as back filing, tax registrations, or voluntary disclosure agreements, Customer may purchase those services separately.
- Intellectual Property Rights. Unless expressly stated otherwise in an Order Document, Avalara will retain all right, title, and interest in and to the Services Results. To the extent that the ownership of the Services Results does not automatically vest in Avalara, Customer hereby assigns and will assign to Avalara the Services Results and all right, title, and interest therein and thereto that Customer may have now or in the future. Upon full payment of all fees and expenses owing to Avalara under the applicable Order Document, Avalara hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to access and use the Services Results provided to Customer for the purposes specified in the Order Document.
Effective November 1st 2023 to February 15th 2024
DownloadTable of Contents
These Support Service-Specific Supplemental Terms (“Support Terms”) govern Customer’s use of Support Services. These Support 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 Support Terms and not defined have the meaning given in the Terms.
- Definitions.
- “Assisted Support” means the Service where Avalara provides support for AvaTax and implementation of certain additional Services that Customer purchases during the Subscription Term.
- “Business Support” means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium. Business Support is a legacy service and is no longer available for new sales.
- “Enterprise Support” means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium.
- “Managed Support” means the Service where Avalara provides support, ongoing maintenance of Customer’s Account for AvaTax and Managed Returns, including nexus monitoring, and implementation of certain additional Services that Customer purchases during the Subscription Term.
- “One-time Managed Setup Services” means the Service where Avalara sets up the applicable Service on Customer’s behalf.
- “Partner Support” means the Service where Avalara provides support for a partner participating in an Avalara partner program. For purposes of these Support Terms, “Customer” refers to the partner.
- “Services Results” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Support Services, including any intellectual property rights therein.
- “Standard Support” means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium.
- “Standard Support Plus” means the Service where Avalara provides support for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium. Standard Support Plus is a legacy service and is no longer available for new sales.
- “Support Services” means Assisted Support, Business Support, Enterprise Support, Managed Support, One-time Managed Setup Services, Partner Support, Standard Support, and Standard Support Plus.
- One-time Managed Setup Services; Managed Support.
- One-time Managed Setup Services. This Section 2(a) applies only to One-time Managed Setup Services.
- Customer Obligations.
- Customer shall timely provide detailed information regarding its business reasonably requested by Avalara, which may include tax nexus information, legal company name, tax filing calendar details, locations, and identification numbers.
- Customer shall ensure Avalara has access to its accounts with applicable tax authorities and any systems Customer uses and wants to connect to the Services. If Customer is unable to provide Avalara with access to Customer’s systems, Customer shall make personnel available and schedule time with Avalara to conduct the One-time Managed Setup Services. Customer will disable Avalara’s access to its systems (but not its tax authorities accounts) within five business days after configuration is complete.
- Customer shall review and test the setup and configuration of the Services for conformance with Customer’s tax and other internal policies (including information technology policies) and advise Avalara of any nonconformance within five business days of setup completion. Avalara will correct discrepancies within five business days after receipt of such notice. Without notice from Customer, the configuration will be deemed approved after five business days of setup completion.
- Customer shall review and approve the tax codes Avalara suggests for its product catalog within five business days after Avalara sends them. If no approval is received within five days, Avalara will set all products to the tax code for tangible personal property and Customer will have the option to adjust the tax codes at a later time.
- Customer is solely responsible for its tax policy, business requirements, and any related decisions, including certificate management and tax positions.
- Avalara Obligations. Avalara shall set up and configure the Services to integrate with Customer’s systems (e.g., ERP, marketplace, ecommerce, etc.) using available pre-built integrations. Avalara will suggest tax codes for the products in the product catalog Customer provides.
- Customer Obligations.
- Managed Support. This Section 2(b) applies only to Managed Support.
- Customer Obligations. Customer shall notify Avalara of any business changes that impact Customer’s compliance, including nexus setup, tax code selection, filing frequencies, new entity setup, any information used to provision Customer’s Account, and activities that impact physical or economic nexus.
- Avalara Obligations. Avalara will provide the following:
- Support. Customer support is available by phone during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- AvaTax Account Maintenance. [If Customer has AvaTax, ]Avalara will update the [AvaTax] Account with changes identified by Avalara or Customer that impact compliance.
- Nexus. Avalara will advise Customer when Customer Data in AvaTax indicates Customer may have economic nexus in a new state. Customer may opt to register in the new state or purchase registration services from Avalara. Upon registration, Avalara will update Customer’s Account accordingly. Avalara will request and Customer will provide information regarding physical nexus once per year, and Avalara will update Customer’s Account accordingly.
- Implementation of Additional Products. If Customer purchases additional AvaTax, Managed Returns or Streamlined Sales Tax and Certified Service Provider Program Service subscriptions during the Subscription Term, Avalara will assist Customer in setting up its Account.
- Training. Avalara will provide regular webinars with question-and-answer sessions. Avalara will also provide annual training for Customer’s new Authorized Users.
- Assumptions and Limitations. This Section 2(c) applies only to both One-time Managed Setup Services and Managed Support.
- Recommendations for tax codes are limited to 1,000 unique products. Any requested recommendations in excess of 1,000 may be subject to additional fees in an Order Document.
- Support Services are limited to 100 locations. Any requested locations in excess of 100 may be subject to additional fees in an Order Document.
- Services will commence within ten days after purchase. Work will be performed remotely and during Avalara business hours.
- Avalara may identify ways in which Customer is not compliant with tax requirements. If Customer wishes to use additional recommended Avalara services, Customer must purchase them separately.
- One-time Managed Setup Services are only available for U.S. or Canadian sales and use tax and only in conjunction with the purchase of Assisted Support or Managed Support.
- Registering to collect and remit sales and use tax can impact federal, state, and other reporting requirements, such as income or franchise tax, all of which are out of the Service’s scope. Customer should consult a third-party tax advisor regarding such matters.
- Avalara will use commercially reasonable efforts to provide consistent personnel for the duration of the One-time Managed Setup Services.
- One-time Managed Setup Services. This Section 2(a) applies only to One-time Managed Setup Services.
- Assisted Support. This Section 3 applies only to Assisted Support.
- Support. Customer support is available by phone or chat during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- Implementation of Additional Products. If Customer purchases additional AvaTax, Returns or Streamlined Sales Tax and Certified Service Provider Program Service subscriptions during the Subscription Term, Avalara will assist Customer in setting up its Account. Customer may incur additional fees for certain implementation services; Avalara will advise Customer in such instances, and only provide those services if Customer agrees in writing in advance.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Business Support. This Section 4 applies only to Business Support.
- Support. Customer support is available by phone or chat 24 hours per day, seven days per week. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within four hours.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Enterprise Support; Partner Support. This Section 5 applies only to Enterprise Support and Partner Support.
- Support. Customer support is available by phone or chat 24 hours per day, seven days per week. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within one hour. Avalara will assign a technical account manager to Customer.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Sandbox. Avalara will provide Customer with a sandbox Account.
- Standard Support. This Section 6 applies only to Standard Support. Standard Support is included in subscriptions for AvaTax, ECM, CertCapture, Managed Returns, and Managed Returns Premium. Standard Support is available by submitting a support case from Customer’s Account during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Avalara will respond to requests for support within 24 hours.
- Standard Support Plus. This Section 7 applies only to Standard Support Plus.
- Support. Customer support is available by phone or chat 24 hours per day, seven days per week during U.S. business hours, 5 a.m. to 9 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight hours.
- Training. Avalara will provide regular webinars with question-and-answer sessions.
- Trial Period for Managed Support and Assisted Support. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to Managed Support or Assisted Support 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 8 (Trial Period for Managed Support and Assisted Support), then Avalara shall refund Customer the fees Customer paid to Avalara for those Services.
- Exclusions. Avalara does not provide development or support of custom integrations.
- Additional Services. If Avalara identifies additional services Customer may need for compliance purposes, such as back filing, tax registrations, or voluntary disclosure agreements, Customer may purchase those services separately.
- Intellectual Property Rights. Unless expressly stated otherwise in an Order Document, Avalara will retain all right, title, and interest in and to the Services Results. To the extent that the ownership of the Services Results does not automatically vest in Avalara, Customer hereby assigns and will assign to Avalara the Services Results and all right, title, and interest therein and thereto that Customer may have now or in the future. Upon full payment of all fees and expenses owing to Avalara under the applicable Order Document, Avalara hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to access and use the Services Results provided to Customer for the purposes specified in the Order Document.
Effective October 27th 2023 to November 1st 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 March 24, 2023
These Customer Support Product-Specific Supplemental Terms (“Customer Support Terms”) govern Customer’s use of Support Services. These Customer Support 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 Customer Support Terms and not defined have the meaning given in the Terms.
- Definitions.
- “Assisted Support” means the service where Avalara provides support for AvaTax and implementation of additional Services that Customer purchases during the Subscription Term.
- “Managed Support” means the service where Avalara provides support, ongoing maintenance of Customer’s Account, including nexus monitoring, and implementation of additional Services that Customer purchases during the Subscription Term.
- “One-time Managed Setup Services” means the service where Avalara sets up the applicable Service on Customer’s behalf.
- “Services Results” means all deliverables, work product, designs, methodologies, processes, techniques, ideas, concepts, inventions, designs, tools, trade secrets, and know-how, and any modifications, improvements, or derivative works of the foregoing, resulting from the Support Services, including any intellectual property rights therein.
- “Support Services” means Assisted Support, Managed Support, and One-time Managed Setup Services.
- One-time Managed Setup Services.
- Customer Obligations.
- Customer shall timely provide detailed information regarding its business reasonably requested by Avalara, which may include tax nexus information, legal company name, tax filing calendar details, locations, and identification numbers.
- Customer shall ensure Avalara has access to its accounts with applicable tax authorities and any systems Customer uses and wants to connect to the Services. If Customer is unable to provide Avalara with access to Customer’s systems, Customer shall make personnel available and schedule time with Avalara to conduct the One-time Managed Setup Services. Customer will disable Avalara’s access to its systems (but not its tax authorities accounts) within five business days after configuration is complete.
- Customer shall review and test the setup and configuration of the Services for conformance with Customer’s tax and other internal policies (including information technology policies) and advise Avalara of any nonconformance within five business days. Avalara will correct discrepancies within five business days after receipt of such notice. Without notice from Customer, the configuration will be deemed approved after five business days.
- Customer shall review and approve the tax codes Avalara suggests for its product catalog within five business days after Avalara sends them. If no approval is received within five days, Avalara will set all products to the tax code for tangible personal property and Customer will have the option to refine the tax codes at a later time.
- Customer is solely responsible for its tax policy, business requirements, and any related decisions, including certificate management and tax positions.
- Customer shall timely provide detailed information regarding its business reasonably requested by Avalara, which may include tax nexus information, legal company name, tax filing calendar details, locations, and identification numbers.
- Avalara Obligations. Avalara shall set up and configure the Services to integrate with Customer’s systems (e.g., ERP, marketplace, ecommerce, etc.) using available pre-built integrations. Avalara will suggest tax codes for the products in the product catalog Customer provides.
- Assumptions and Limitations.
- Services will commence within ten days after purchase. Work will be performed remotely and during Avalara business hours. If Services do not commence due to Customer delay, the One-time Managed Setup Services expire within 12 months of purchase without refund.
- Avalara may identify ways in which Customer is not compliant with tax requirements. If Customer wishes to use additional recommended Avalara services, Customer must purchase them separately.
- One-time Managed Setup Services are only available for U.S. or Canadian sales and use tax and only in conjunction with the purchase of Assisted Support or Managed Support.
- Development of custom integrations is not included.
- Registering to collect and remit sales and use tax can impact federal, state, and other reporting requirements, such as income or franchise tax, all of which are out of the Service’s scope. Customer should consult a third-party tax advisor regarding such matters.
- Avalara will use commercially reasonable efforts to provide consistent personnel for the duration of the One-time Managed Setup Services.
- Customer Obligations.
- Managed Support.
- Customer Obligations. Customer shall notify Avalara of any business changes that impact Customer’s compliance, including nexus setup, tax code selection, filing frequencies, new entity setup, any information used to provision Customer’s Account, and activities that impact physical or economic nexus.
- Avalara Obligations. Avalara will provide the following:
- Support. Customer support is available by phone during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- AvaTax Account Maintenance. Avalara will update the Account with changes identified by Avalara or Customer that impact compliance
- Nexus. Avalara will monitor Customer’s AvaTax Account using the native economic nexus tool and advise Customer when Customer Data in AvaTax indicates Customer may have economic nexus in a new state. Customer may opt to register in the new state or purchase registration services from Avalara. Upon registration, Avalara will update Customer’s Account accordingly. Avalara will request and Customer will provide information regarding physical nexus once per year, and Avalara will update Customer’s Account accordingly.
- Implementation of Additional Products. If Customer purchases additional AvaTax, Avalara Returns or Streamlined Sales Tax and Certified Service Provider Program service subscriptions during the Subscription Term, Avalara will assist Customer in setting up its Account.
- Training. Avalara will provide monthly webinars with question-and-answer sessions. Avalara will also provide annual training for Customer’s new Authorized Users.
- Support. Customer support is available by phone during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- Customer Obligations. Customer shall notify Avalara of any business changes that impact Customer’s compliance, including nexus setup, tax code selection, filing frequencies, new entity setup, any information used to provision Customer’s Account, and activities that impact physical or economic nexus.
- Assisted Support.
- Support. Customer support is available by phone during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- Implementation of Additional Products. If Customer purchases additional AvaTax, Returns or Streamlined Sales Tax and Certified Service Provider Program service subscriptions service subscriptions during the Subscription Term, Avalara will assist Customer in setting up its Account. Customer may incur additional fees for certain implementation services; Avalara will advise Customer in such instances, and only provide those services if Customer agrees in writing in advance.
- Training. Avalara will provide bi-weekly webinars with question-and-answer sessions.
- Support. Customer support is available by phone during U.S. business hours, 5 a.m. to 5 p.m. Pacific Time, Monday through Friday. Customer may open a support case from Customer’s Account. Avalara will respond to requests for support within eight business hours.
- Trial Period for Managed Support and Assisted Support. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to Managed Support or Assisted Support 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 5 (Trial Period for Managed Support and Assisted Support), then Avalara shall refund Customer the fees Customer paid to Avalara for those Services.
- Additional Services. If Avalara identifies additional services Customer may need to become compliant, such as back filing, tax registrations, and voluntary disclosure agreements, Customer may purchase those services separately.
- Intellectual Property Rights. Unless expressly stated otherwise in an Order Document, Avalara will retain all right, title, and interest in and to the Services Results. To the extent that the ownership of the Services Results does not automatically vest in Avalara, Customer hereby assigns and will assign to Avalara the Services Results and all right, title, and interest therein and thereto that Customer may have now or in the future. Upon full payment of all fees and expenses owing to Avalara under the applicable Services Schedule, Avalara hereby grants to Customer a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free license to access and use the Services Results provided to Customer for the purposes specified in the Services Schedule.
- Limitation of Liability. In no event shall a Party’s aggregate liability exceed the fees paid or payable by Customer to Avalara for the Support Services in the 12-month period immediately preceding the event giving rise to the claim. The previous sentence does not apply to instances of gross negligence or willful misconduct, to a Party’s indemnification obligations set forth in Section 10 of the Terms (Indemnification), to Customer’s obligations to pay fees and Expenses when due and payable, to noncompliance with the Acceptable Use Policy by Customer, Customer Affiliates or its or their Authorized Users or Representatives, or to any infringement or misappropriation by a Party of any Intellectual Property rights of the other Party.
Tax Category Classification
Effective November 1st 2023
DownloadTable of Contents
These Avalara Tax Category Classification Service-Specific Supplemental Terms (“TCC Terms”) govern Customer’s use of Avalara Tax Category Classification Services. These TCC 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 TCC Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Customer Data” has the meaning given in the Terms. Customer Data does not include the Service Output.
- “Item” means (i) a Universal Product Code (UPC) or (ii) other unique product identifier that is preapproved in writing by Avalara.
- “Managed Tax Category Classification” (formerly known as AvaTax Mapping or Avalara Tax Code Mapping or Avalara Tax Categories) means the Service for mapping Items to Avalara AvaTax codes and other taxonomies, as applicable. If requested by Customer in writing, Avalara will deliver the Managed Tax Category Classification Service Output at the category level only and each category is deemed an Item.
- “Service Output” means Content that is the resulting output generated by a Service provided under these TCC Terms. The Service Output is delivered in the format specified herein for the applicable Service or, if not specified, in a .csv file or other commercially reasonable format.
- “Customer Data” has the meaning given in the Terms. Customer Data does not include the Service Output.
- License. Avalara grants and Customer accepts a limited, nonexclusive, nontransferable, non-assignable, worldwide license to use and retain the Service Output solely for its internal compliance purposes in connection with the goods and services it sells.
- Services.
- Customer Responsibilities.
- For the Managed Tax Category Classification subscription Service (subscription Services were formerly known as “Ongoing Maintenance”), Customer’s Order Document will identify the frequency in which Customer is permitted to submit a file of Items, and Customer will submit only one file at that frequency (for example, if “monthly” is identified, Customer may submit only one file of Items per month and additional files will not be accepted). Any change to the frequency of Customer’s file submission must be preapproved in writing by Avalara in its sole discretion.
- Customer shall provide Avalara with all requisite information to perform the Service and shall designate a single contact person to assist Avalara in identifying Items. Customer shall submit the Customer Data that Avalara requires in a .csv format or other format agreed to by the parties in writing. Each file Customer submits for review shall include: (A) for each Item, a name, UPC, or other product identifier and a detailed description; (B) the unit of measure associated with each Item’s size; (C) the department (including category and subcategory) associated with each Item; and (D) such other information or documentation as is requested by Avalara to perform the Service. Determinations that cannot be made by Avalara without further clarification from Customer will not be included in the Service Output unless Customer provides the requested information and/or documentation.
- It is Customer’s responsibility to upload the Managed Tax Category Classification Service Output to AvaTax, Customer’s systems, or any Third-Party Applications (e.g., ERP, marketplace, ecommerce, etc.).
- Customer shall not use the Services or the Service Output for the benefit of any third party. Customer shall not (i) reproduce, modify, create, or prepare derivative works of the Service Output; (ii) distribute, display, share, sell, rent, lease, or otherwise provide access to the Service Output; (iii) use the Services or the Service Output to operate any timesharing, service bureau, or similar business; or (iv) alter, destroy, or otherwise remove any proprietary notices within the Service Output.
- Avalara’s Responsibilities.
- Services. Avalara will provide the Service Output on a one-time, as-is basis only. Avalara does not update or reexamine previously submitted Items for any ingredient, category, or mapping changes unless requested by Customer (upon such request, Avalara will issue an Order Document for a one-time project, and additional fees apply).
- Customer Support. Avalara provides Customer support during regular Avalara business hours only.
- Customer Responsibilities.
- Fees. Customer shall pay the fees based on Customer’s subscription plan and usage of the Service specified in each Order Document.
- Deviations from the Terms.
- No Automatic Upgrade. Customer’s Managed Tax Category Classification subscription plan will not be automatically upgraded to the next highest subscription tier if Customer’s usage exceeds its subscription plan.
- One-Time Managed Tax Category Classification Service. Customers may purchase Managed Tax Category Classification on a project basis ("One-Time Managed Tax Category Classification Service") (formerly known as “Initial Review”).
- Customer Responsibilities. In addition to Customer’s obligations set forth in Section 2(a) (Customer Responsibilities), Customers who purchase One-Time Managed Tax Category Classification Service shall submit the Customer Data that Avalara requires to perform the Service no later than 30 days after the Effective Date.
- Fees. Customer shall pay (i) the set-up fee and (ii) the service fee set forth in the Order Document. Purchase of this Service is non-cancellable and nonrefundable.
- Term. The term for One-Time Managed Tax Category Classification Service commences on the Effective Date and ends when the Service Output is delivered and does not renew. If Customer purchases both One-Time Managed Tax Category Classification Service and Managed Tax Category Classification Service, the Services will run concurrently (for clarity, the One-Time Managed Tax Category Classification Service commences on the Effective Date and ends when the Service Output is delivered, and the Managed Tax Category Classification subscription commences on the Effective Date for a 12-month Initial Subscription Term).
Effective October 28th 2023 to November 1st 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 Tax Category Classification Product-Specific Supplemental Terms (“TCC Terms”) govern Customer’s use of Avalara Tax Category Classification Services. These TCC 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 TCC Terms and not defined have the meanings given in the Terms.
- Definitions.
- “Customer Data” has the meaning given in the Terms but does not include the Service Output.
- “Item” means (i) a Universal Product Code (UPC) or (ii) other unique product identifier that is preapproved in writing by Avalara.
- “Managed Tax Category Classification” (formerly known as AvaTax Mapping or Avalara Tax Code Mapping or Avalara Tax Categories) means the Service for mapping Items to Avalara AvaTax codes and other taxonomies, as applicable. If requested by Customer in writing, Avalara will deliver the Managed Tax Category Classification Service Output at the category level only and each category is deemed an Item.
- “Service Output” means the resulting output generated by a Service provided under these TCC Terms. The Service Output is delivered in the format specified herein for the applicable Service or, if not specified, in a .csv file or other commercially reasonable format.
- “Customer Data” has the meaning given in the Terms but does not include the Service Output.
- License. Avalara grants and Customer accepts a limited, nonexclusive, nontransferable, non-assignable, 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.
- Services.
- Customer Responsibilities.
- For the Managed Tax Category Classification subscription Service (subscription Services were formerly known as “Ongoing Maintenance”), Customer’s Order Document will identify the frequency in which Customer is permitted to submit a file of Items, and Customer will submit only one file at that frequency (for example, if “monthly” is identified, Customer may submit only one file of Items per month and additional files will not be accepted). Any change to the frequency of Customer’s file submission must be preapproved in writing by Avalara in its sole discretion.
- Customer shall provide Avalara with all requisite information to perform the Service and shall designate a single contact person to assist Avalara in identifying Items. Customer shall submit the Customer Data that Avalara requires in a .csv format or other format agreed to by the parties in writing. Each file Customer submits for review shall include: (A) for each Item, a name, UPC, or other product identifier and a detailed description; (B) the unit of measure associated with each Item’s size; (C) the department (including category and subcategory) associated with each Item; and (D) such other information or documentation as is requested by Avalara to perform the Service. Determinations that cannot be made by Avalara without further clarification from Customer will not be included in the Service Output unless Customer provides the requested information and/or documentation.
- It is Customer’s responsibility to upload the Managed Tax Category Classification Service Output to AvaTax, Customer’s systems, or any Third-Party Applications (e.g., ERP, marketplace, ecommerce, etc.).
- Customer shall not use the Services or the Service Output for the benefit of any third party. Customer shall not (i) reproduce, modify, create, or prepare derivative works of the Service Output; (ii) distribute, display, share, sell, rent, lease, or otherwise provide access to the Service Output; (iii) use the Services or the Service Output to operate any timesharing, service bureau, or similar business; or (iv) alter, destroy, or otherwise remove any proprietary notices within the Service Output.
- Avalara’s Responsibilities.
- Services. Avalara will provide the Service Output on a one-time, as-is basis only. Avalara does not update or reexamine previously submitted Items for any ingredient, category, or mapping changes unless requested by Customer (upon such request, Avalara will issue an Order Document for a one-time project, and additional fees apply).
- Customer Support. Avalara provides Customer support during regular Avalara business hours only.
- Customer Responsibilities.
- Fees. Customer shall pay the fees based on Customer’s subscription plan and usage of the Service specified in each Order Document.
- Deviations from the Terms.
- No Automatic Upgrade. Customer’s Managed Tax Category Classification subscription plan will not be automatically upgraded to the next highest subscription tier if Customer’s usage exceeds its subscription plan.
- One-Time Managed Tax Category Classification Service. Customers may purchase Managed Tax Category Classification on a project basis ("One-Time Managed Tax Category Classification Service") (formerly known as “Initial Review”).
- Customer Responsibilities. In addition to Customer’s obligations set forth in Section 2(a) (Customer Responsibilities), Customers who purchase One-Time Managed Tax Category Classification Service shall submit the Customer Data that Avalara requires to perform the Service no later than 30 days after the Effective Date.
- Fees. Customer shall pay (i) the set-up fee and (ii) the service fee set forth in the Order Document. Purchase of this Service is non-cancellable and nonrefundable.
- Term. The term for One-Time Managed Tax Category Classification Service commences on the Effective Date and ends when the Service Output is delivered and does not renew. If Customer purchases both One-Time Managed Tax Category Classification Service and Managed Tax Category Classification Service, the Services will run concurrently (for clarity, the One-Time Managed Tax Category Classification Service commences on the Effective Date and ends when the Service Output is delivered, and the Managed Tax Category Classification subscription commences on the Effective Date for a 12-month Initial Subscription Term).
Tax Research
Effective November 1st 2023
DownloadTable of Contents
These Tax Research Service-Specific Supplemental Terms (“Tax Research Terms”) govern Customer’s purchase and use of the Tax Research Services described below. These Tax Research Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Tax Research Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Tax Research Essentials ” means the Service where Avalara provides Customer with access to Avalara Technology and Content.
- “Tax Research Essentials for Accountants ” means the Service where Avalara provides Customer with access to Avalara Technology and some Content for use by accountants. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms.
- “Tax Research Essentials for Insurance” means the Service where Avalara provides Customer with access to Avalara Technology and some Content related to insurance.
- “Tax Research Managed Services for Insurance” means the Service where Avalara researches tailored content on behalf of Customer. This is an add-on product that requires a Customer to have an active subscription to Tax Research Standard for Insurance.
- “Tax Research Premium” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature and the “Tax Matrix” feature, and expanded Content.
- “Tax Research Premium for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature and the “Tax Matrix” feature, and expanded Content for use by accountants. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms.
- “Tax Research Standard” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content.
- “Tax Research Standard for Accountants” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content for use by accountants. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms.
- “Tax Research Standard for Insurance” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content related to insurance.
- The Services.
- Customer Data. Notwithstanding anything in the Terms, no information uploaded, provided, or made accessible by Customer to Avalara, including through the “Ask an Expert” feature, will be considered Customer Data or Confidential Information (even if explicitly marked as confidential). Customer shall not upload Personal Information to the Service.
- License. Avalara grants a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use, and retain insubstantial portions of, (as determined by Avalara in its sole discretion), 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.
- Ask an Expert. Certain Services provide access to Avalara’s “Ask an Expert” feature. Customer may submit a reasonable number of questions each Subscription Term for response. Avalara may, in its sole discretion, either charge Customer for, or not provide responses to, questions submitted beyond this amount.
- Proprietary Rights.
- Customer's Intellectual Property. If Customer submits a question to Avalara through the “Ask an Expert” feature, then that question, along with any accompanying attachments, data, or information is provided "as-is” and Customer grants Avalara a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such question, attachments, data, or information. Avalara retains and owns all right, title, and interest in the answer to such questions. Customer may request that its question not be posted publicly, subject to approval from Avalara.
- Logos; Legal Notices. These Tax Research Terms do not grant Customer the right to use any branding or logos used in the Services. Customer shall not remove, obscure, or alter any legal notices displayed in or along with the Services.
- Trial Use. If Customer is using a Service (or accessing certain Content therein) without providing payment information as a trial authorized by Avalara in writing, the duration is determined by Avalara in its sole discretion and subject to change without notice. Customer may use the Service (or such Content) solely for purposes of evaluating the Service. At the conclusion of the trial, Customer shall (i) cease all use of the Service and Content; (ii) delete any copies of Content from the Service or data derived from Customer's computer system and cause such copies to be deleted from any other computer system where Customer caused such Content to be stored; and (iii) at Customer's expense, destroy or return to Avalara any physical copies of such Content in Customer's possession. Avalara may, in appropriate circumstances and at its discretion, terminate the Account or access of users who infringe the intellectual property rights of others. Customer acknowledges that Service trial use may be provided with limited functionality.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to Services described in these Tax Research 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 exercises Customer’s termination rights under this Section 5 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- Deviations from the Terms. For Services governed by these Tax Research Terms:
- Affiliate Use. Notwithstanding anything to the contrary in the Terms, Customer may not share access to Services governed by these Tax Research Terms with Affiliates.
- Audit Guarantee. Avalara makes commercially reasonable efforts to keep all the Content on its website up to date. If Customer relies on the Content provided through Services governed by these Tax Research Terms in making a taxability or rate determination and such reliance results in a negative audit finding and financial loss, Avalara will work directly with the governmental agency in order to reconcile Avalara's answer with the government agency's position. Avalara does not warrant that the Content is correct. The following limitations apply to the Audit Guarantee:
- Customer must have properly classified items sold by Customer, and Customer is fully responsible for any final classification decision. To the extent that the incorrect result was caused by Customer's failure to determine its product classification, 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.
- 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 responding to the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect.
- Customer’s account must be in good standing and Customer must have a current subscription to a Service described in these Tax Research Terms.
- Tax Research Services for Accountants. This Section 8 only applies to Customers who have purchased the Services in order to provide Content to Customer's Clients. "Client" means entities or individuals for whom the Customer provides accounting services.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use, and retain insubstantial portions of (as determined by Avalara in its sole discretion), the Content that is returned by the Services to Customer solely (i) for its internal business operations and (ii) to assist Clients with their compliance inquiries.
- Conditions. In accordance with Section 8(a) of these Tax Research Terms and as to Tax Research Services for Accountants only, Customer may provide Clients with Content from the Avalara Services, subject to the following conditions and limitations:
- Customer shall only provide the Content to Client in conjunction with Client's purchase of Customer's other offerings, and Customer shall not resell the Services on a standalone basis or provide separate line item pricing for the Services when charging Clients. The fees for the Services are Avalara’s Confidential Information under the Terms.
- Customer shall solely manage the Account, shall not permit Clients access to the Avalara user portal using the Account credentials, and shall not disclose the Account access credentials to Clients.
- Customer shall provide support for Clients, including support for all substantive tax issues.
- This Agreement does not and is not intended to confer any rights or remedies to Clients.
- Indemnification. Customer shall indemnify and defend Avalara, its affiliates, and their respective employees, officers, directors, agents, and shareholders against any claims, losses, liabilities, settlement payments, costs, expenses, interest, awards, judgment, damages (including punitive damages), fines, fees, penalties, and litigation expenses (including court, mediation, and arbitration fees, witness fees, attorneys' fees, other professional fees, and any other costs of investigating, defending, or asserting any claim for indemnification under this Agreement), arising out of or related to (a) the Account, the Clients, their use of Customer's offerings, or their use of Avalara's Services; (b) a Client's actual or alleged violation of applicable law.
- Tax Research Managed Services. Additional service descriptions, terms, and conditions for Tax Research Managed Services, Tax Research Managed Services for Accountants, and Tax Research Managed Services for Government provided to Customer with the Order Document are hereby incorporated into the Agreement by reference.
Effective October 28th 2023 to November 1st 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 Tax Research Product-Specific Supplemental Terms (“Tax Research Terms”) govern Customer’s purchase and use of the Avalara Tax Research Services described below. These Tax Research Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Tax Research Terms and not defined have the meanings given in the Terms.
These Avalara Tax Research Product-Specific Supplemental Terms (“Tax Research Terms”) govern Customer’s purchase and use of the Avalara Tax Research Services described below. These Tax Research Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Tax Research Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Tax Research Essentials – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology and Content for the United States.
- “Avalara Tax Research Standard – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content for the United States.
- “Avalara Tax Research Premium – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature and the “Tax Matrix” feature, and expanded Content for the United States.
- “Avalara Tax Research Managed Services” means the Service where Avalara researches tailored content on behalf of Customer.
- “Avalara Tax Research - U.S. Restaurants” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content related to products and services for restaurants. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S. or Avalara Tax Research Premium – U.S.
- “Avalara Tax Research - U.S. Telecom” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content related to products and services for telecommunications. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S. or Avalara Tax Research Premium – U.S.
- “Avalara Tax Research - North America” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and additional Content for North America.
- “Avalara Tax Research - Europe” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and Content for Europe.
- “Avalara Tax Research Essentials for Accountants – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology and some Content for use by accountants within the United States. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms.
- “Avalara Tax Research Standard for Accountants – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content for use by accountants within the United States. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms.
- “Avalara Tax Research Premium for Accountants – U.S.” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature and the “Tax Matrix” feature, and expanded Content for use by accountants within the United States. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms.
- “Avalara Tax Research for Accountants – U.S. Telecom” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content related to telecommunications for use by accountants. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard – U.S. for Accountants or Avalara Tax Research Premium for Accountants– U.S.
- “Avalara Tax Research for Accountants - North America” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content for North America for use by accountants. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants – U.S. or Avalara Tax Research Premium for Accountants – U.S.
- “Avalara Tax Research for Accountants - Europe” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content for Europe for use by accountants. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants – U.S. or Avalara Tax Research Premium for Accountants – U.S.
- “Avalara Tax Research for Accountants - Global” means the Service where Avalara provides Customer with access to Avalara Technology and expanded Content for use by accountants. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants – U.S. or Avalara Tax Research Premium for Accountants – U.S.
- “Avalara Tax Research Managed Services for Accountants” means the Service where Avalara researches tailored content on behalf of Customer. Use of this product is subject to the requirements in Section 8 of these Tax Research Terms. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Accountants or Avalara Tax Research Premium for Accountants
- “Avalara Tax Research Essentials for Insurance” means the Service where Avalara provides Customer with access to Avalara Technology and some Content related to insurance.
- “Avalara Tax Research Standard for Insurance” means the Service where Avalara provides Customer with access to Avalara Technology, including the “Ask an Expert” feature, and expanded Content related to insurance.
- “Avalara Tax Research Managed Services for Insurance” means the Service where Avalara researches tailored content on behalf of Customer. This is an add-on product that requires a Customer to have an active subscription to Avalara Tax Research Standard for Insurance.
- The Services.
- Customer Data. Notwithstanding anything in the Terms, no information uploaded, provided, or made accessible by Customer to Avalara, including through the “Ask an Expert” feature, will be considered Customer Data or Confidential Information (even if explicitly marked as confidential). Customer shall not upload Personal Information to the Service.
- License. Avalara grants a limited, nonexclusive, nontransferable, nonassignable, worldwide license to use, and retain insubstantial portions of, (as determined by Avalara in its sole discretion), 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.
- Ask an Expert. Certain Services provide access to Avalara’s “Ask an Expert” feature. Customer may submit a reasonable number of questions each Subscription Term for response. Avalara may, in its sole discretion, either charge Customer for, or not provide responses to, questions submitted beyond this amount.
- Proprietary Rights.
- Customer's Intellectual Property. If Customer submits a question to Avalara through the “Ask an Expert” feature, then that question, along with any accompanying attachments, data, or information is provided "as-is” and Customer grants Avalara a nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such question, attachments, data, or information. Avalara retains and owns all right, title, and interest in the answer to such questions. Customer may request that its question not be posted publicly, subject to approval from Avalara.
- Logos; Legal Notices. These Tax Research Terms do not grant Customer the right to use any branding or logos used in the Services. Customer shall not remove, obscure, or alter any legal notices displayed in or along with the Services.
- Trial Use. If Customer is using a Service (or accessing certain Content therein) without providing payment information as a trial authorized by Avalara in writing, the duration is determined by Avalara in its sole discretion and subject to change without notice. Customer may use the Service (or such Content) solely for purposes of evaluating the Service. At the conclusion of the trial, Customer shall (i) cease all use of the Service and Content; (ii) delete any copies of Content from the Service or data derived from Customer's computer system and cause such copies to be deleted from any other computer system where Customer caused such Content to be stored; and (iii) at Customer's expense, destroy or return to Avalara any physical copies of such Content in Customer's possession. Avalara may, in appropriate circumstances and at its discretion, terminate the Account or access of users who infringe the intellectual property rights of others. Customer acknowledges that Service trial use may be provided with limited functionality.
- Trial Period. During the Initial Subscription Term only, Customer may immediately terminate Customer’s subscription to Services described in these Tax Research 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 exercises Customer’s termination rights under this Section 5 (Trial Period), then Avalara shall refund Customer the fees Customer paid to Avalara for the terminated Service.
- Deviations from the Terms. For Services governed by these Tax Research Terms:
- Uptime Statistics. Avalara may elect not to provide uptime statistics.
- Affiliate Use. Notwithstanding anything to the contrary in the Terms, Customer may not share access to Services governed by these Tax Research Terms with Affiliates.
- Audit Guarantee. Avalara makes commercially reasonable efforts to keep all the Content on its website up to date. If Customer relies on the Content provided through Services governed by these Tax Research Terms in making a taxability or rate determination and such reliance results in a negative audit finding and financial loss, Avalara will work directly with the governmental agency in order to reconcile Avalara's answer with the government agency's position. Avalara does not warrant that the Content is correct. The following limitations apply to the Audit Guarantee:
- Customer must have properly classified items sold by Customer, and Customer is fully responsible for any final classification decision. To the extent that the incorrect result was caused by Customer's failure to determine its product classification, 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.
- 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 responding to the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect.
- Customer’s account must be in good standing and Customer must have a current subscription to a Service described in these Tax Research Terms.
- Avalara Tax Research Services for Accountants. This Section 8 only applies to Customers who have purchased the Services in order to provide Content to Customer's Clients. "Client" means entities or individuals for whom the Customer provides accounting services.
- License. Avalara grants Customer a limited, nonexclusive, nontransferable, nonassignable, sublicensable (for (i) below only, to the applicable Client only), worldwide license to use, and retain insubstantial portions of (as determined by Avalara in its sole discretion), the Content that is returned by the Services to Customer solely (i) for its internal business operations and (ii) to assist Clients with their compliance inquiries.
- Conditions. In accordance with Section 8(a) of these Tax Research Terms and as to Avalara Tax Research Services for Accountants only, Customer may provide Clients with Content from the Avalara Services, subject to the following conditions and limitations:
- Customer shall only provide the Content to Client in conjunction with Client's purchase of Customer's other offerings, and Customer shall not resell the Services on a standalone basis or provide separate line item pricing for the Services when charging Clients. The fees for the Services are Avalara’s Confidential Information under the Terms.
- Customer shall solely manage the Account, shall not permit Clients access to the Avalara user portal using the Account credentials, and shall not disclose the Account access credentials to Clients.
- Customer shall provide support for Clients, including support for all substantive tax issues.
- This Agreement does not and is not intended to confer any rights or remedies to Clients.
- Indemnification. Customer shall indemnify and defend Avalara, its affiliates, and their respective employees, officers, directors, agents, and shareholders against any claims, losses, liabilities, settlement payments, costs, expenses, interest, awards, judgment, damages (including punitive damages), fines, fees, penalties, and litigation expenses (including court, mediation, and arbitration fees, witness fees, attorneys' fees, other professional fees, and any other costs of investigating, defending, or asserting any claim for indemnification under this Agreement), arising out of or related to (a) the Account, the Clients, their use of Customer's offerings, or their use of Avalara's Services; (b) a Client's actual or alleged violation of applicable law.
- Tax Research Managed Services and Tax Research Managed Services for Accountants. Additional service descriptions, terms, and conditions for Tax Research Managed Services and Tax Research Managed Services for Accountants provided to Customer with the Order Document are hereby incorporated into the Agreement by reference.
Trade Compliance
Effective April 10th 2024
DownloadTable of Contents
These Avalara Trade Compliance Service-Specific Supplemental Terms (these “Trade Compliance Terms”) govern Customer’s purchase and use of Avalara Trade Compliance. These Trade Compliance Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Trade Compliance Terms and not defined have the meanings given in the Terms.
- Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:
- “Avalara Trade Compliance” means the service that facilitates the tariff code classification of physical goods under the harmonized commodity description and coding system and user interface that stores the tariff code classification results.
- “HS Code” means the 6-digit Harmonized Commodity Description and Coding System code.
- “Item” means an item or product related to one physical good that is entered or uploaded in Avalara Trade Compliance by Customer. Each such record will count as one Item. All such records will be considered Items, regardless of the number of HS Codes generated.
- The Service; Usage. Usage will be calculated based on the intended number of Items recorded by Customer. The number of Items counted for purposes of calculating usage of the Avalara Trade Compliance Service will be the maximum number of Items stored at any point in time during each 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 Customer’s internal compliance purposes in connection with the Service for which it was provided.
- Customer Obligations. Customer shall: (i) maintain Items and corresponding HS Codes, (ii) provide Avalara with a sufficient natural-language description for each Item, and (iii) provide Avalara with the data specified in the Documentation or otherwise requested by Avalara. Customer is solely responsible for the accuracy and completeness of all data provided by Customer. Customer shall transmit the Item data using the method designated by Avalara.
- Deviations from the Terms.
- Status Updates. Avalara does not provide status updates at status.avalara.com or an equivalent replacement site for Avalara Trade Compliance.
VAT Reporting
Effective November 1st 2023
DownloadTable of Contents
These Avalara VAT Reporting Service-Specific Supplemental Terms (“VAT Reporting Terms”) govern Customer’s access to and use of Avalara’s VAT reporting solution for creating and electronically filing VAT returns and other indirect compliance reports (“VAT Reporting”). These VAT Reporting 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 VAT Reporting Terms have the meaning given in the Terms.
- Order Document; Customer Responsibilities; License.
- Order Document. The specific VAT Reporting Services purchased by Customer and the associated fees will be specified on the Order Document.
- Customer Tax Requirements; Tax Data. Customer is solely responsible for (i) any analysis of its VAT-related tax requirements; (ii) the accuracy and completeness of all Customer Data necessary to calculate VAT, complete a VAT return, or otherwise provide or use VAT Reporting (the “Tax Data”); (iii) confirming the accuracy and completeness of any results of VAT Reporting; and (iv) properly setting up, configuring, and maintaining Customer’s tax profile and correctly classifying items it sells. Avalara does not audit, validate, or verify Tax Data. Customer will cooperate with reasonable requests from Avalara related to VAT Reporting.
- 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 VAT return or other indirect compliance report for which it was provided.
- Order Document. The specific VAT Reporting Services purchased by Customer and the associated fees will be specified on the Order Document.
- Pricing. Except as otherwise provided in the Order Document, Customers will pay an annual subscription fee for VAT Reporting consisting of (i) a base service fee based on the number of unique VAT registrations for which Customer files VAT returns; and (ii) service fees for specific activity modules purchased for the countries for which Customer uses VAT Reporting (which fees may be referred to as “country activity service fees”); and (iii) if applicable, a service fee for substantial invoice volume.
- Hosted Software. If Customer accesses and uses VAT Reporting through a dedicated software instance for Customer that is hosted by Avalara through a third-party service (the “Hosted Software”), the following terms apply:
- Services. For the avoidance of doubt, Customer’s access and use through the Hosted Software of VAT Reporting constitutes “Services” under the Terms.
- Fees. Except as otherwise provided in the Order Document, Customers will pay an annual subscription fee for VAT Reporting accessed through Hosted Software consisting of (i) a base service fee; (ii) a service fee based on the number of unique VAT registrations for which Customer files VAT returns (which may be referred to as the “registration module”); (iii) a service fee based on the number of unique countries in which Customer files VAT returns (which may be referred to as the “country module”); and (iv) a fee for hosting services.
- Remote Access. Avalara may change the method by which Authorized Users access VAT Reporting in the hosted environment with advance notice to Customer.
- Updates and Upgrades. Avalara may from time to time release versions of the Hosted Software that include updates, modifications, and corrections (“Updates”), or new versions or releases that include significant function and feature enhancements (“Upgrades”). Updates and Upgrades may include, without limitation, updates to tax rates and forms, 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 will be made by Avalara in its sole discretion. Customer agrees that Avalara may apply such Updates and Upgrades to the Hosted Software at any time without advance notice to Customer, provided that Avalara will notify Customer by email or on Customer’s console after applying an Update or Upgrade.
- Liability Which Cannot Be Excluded. 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 under Applicable Laws.
- Deviations from the Terms. The following provisions of the Terms do not apply to VAT Reporting:
- The section of the Terms entitled Automatic Upgrades and Overages; and
- The section of the Terms entitled Governing Law; Jurisdiction and Venue.
- The obligations of Avalara relating to VAT Reporting that Avalara delivers on a software as a service (“SaaS”) basis and to status updates and Service availability, in each case contained in the section of the Terms entitled Avalara’s Responsibilities, do not apply to VAT Reporting that Avalara delivers other than on a SaaS basis; provided that such obligations relating to Service availability apply to VAT Reporting that are accessed through Hosted Software.
- Audit; Excess Use. Customer will be responsible for any use of VAT Reporting in excess of the amounts specified in the applicable Order Document and will cooperate with Avalara to ensure that Avalara is properly compensated for any excess usage. Avalara has the right to audit Customer’s use of VAT Reporting, both during the Subscription Term and upon renewal of a Subscription Term. Without limiting the generality of the foregoing, Customer agrees that (a) upon Avalara’s request, Customer will promptly provide to Avalara such information as Avalara may reasonably request with respect to Customer’s usage of VAT Reporting, including (if applicable) a report generated from VAT Reporting detailing Customer’s usage over the period specified by Avalara in its request; and (b) in the case of VAT Reporting provided by Avalara on a SaaS or Hosted Software basis, Avalara may generate such a report without notice to Customer. Customer will pay the applicable fees associated with any excess usage upon receipt of an invoice from Avalara.
- AvaTax for VAT. For the avoidance of doubt, these VAT Terms do not govern Avalara’s AvaTax for VAT service. Service-Specific Supplemental Terms for AvaTax, including AvaTax for VAT, are located at https://www.avalara.com/avatax-terms.
- Third Party Rights. No third party, other than an Avalara Affiliate, may enforce any term of the Agreement. The rights of the parties to terminate or modify the Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- 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.
Effective October 28th 2023 to November 1st 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 VAT Reporting Supplemental Terms (“VAT Reporting Terms”) govern Customer’s access to and use of Avalara’s VAT reporting solution for creating and electronically filing VAT returns and other indirect compliance reports (“VAT Reporting”). These VAT Reporting 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 VAT Reporting Terms have the meaning given in the Terms.
- Order Document; Customer Responsibilities; License.
- Order Document. The specific VAT Reporting Services purchased by Customer and the associated fees will be specified on the Order Document.
- Customer Tax Requirements; Tax Data. Customer is solely responsible for (i) any analysis of its VAT-related tax requirements; (ii) the accuracy and completeness of all Customer Data necessary to calculate VAT, complete a VAT return, or otherwise provide or use VAT Reporting (the “Tax Data”); (iii) confirming the accuracy and completeness of any results of VAT Reporting; and (iv) properly setting up, configuring, and maintaining Customer’s tax profile and correctly classifying items it sells. Avalara does not audit, validate, or verify Tax Data. Customer will cooperate with reasonable requests from Avalara related to VAT Reporting.
- 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 VAT return or other indirect compliance report for which it was provided.
- Pricing. Except as otherwise provided in the Order Document, Customers will pay an annual subscription fee for VAT Reporting consisting of (i) a base service fee based on the number of unique VAT registrations for which Customer files VAT returns; and (ii) service fees for specific activity modules purchased for the countries for which Customer uses VAT Reporting (which fees may be referred to as “country activity service fees”); and (iii) if applicable, a service fee for substantial invoice volume.
- Hosted Software. If Customer accesses and uses VAT Reporting through a dedicated software instance for Customer that is hosted by Avalara through a third-party service (the “Hosted Software”), the following terms apply:
- Services. For the avoidance of doubt, Customer’s access and use through the Hosted Software of VAT Reporting constitutes “Services” under the Terms.
- Fees. Except as otherwise provided in the Order Document, Customers will pay an annual subscription fee for VAT Reporting accessed through Hosted Software consisting of (i) a base service fee; (ii) a service fee based on the number of unique VAT registrations for which Customer files VAT returns (which may be referred to as the “registration module”); (iii) a service fee based on the number of unique countries in which Customer files VAT returns (which may be referred to as the “country module”); and (iv) a fee for hosting services.
- Remote Access. Avalara may change the method by which Authorized Users access VAT Reporting in the hosted environment with advance notice to Customer.
- Updates and Upgrades. Avalara may from time to time release versions of the Hosted Software that include updates, modifications, and corrections (“Updates”), or new versions or releases that include significant function and feature enhancements (“Upgrades”). Updates and Upgrades may include, without limitation, updates to tax rates and forms, 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 will be made by Avalara in its sole discretion. Customer agrees that Avalara may apply such Updates and Upgrades to the Hosted Software at any time without advance notice to Customer, provided that Avalara will notify Customer by email or on Customer’s console after applying an Update or Upgrade.
- Liability Which Cannot Be Excluded. 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 under Applicable Laws.
- Deviations from the Terms. The following provisions of the Terms do not apply to VAT Reporting:
- The section of the Terms entitled Automatic Upgrades and Overages; and
- The section of the Terms entitled Governing Law; Jurisdiction and Venue.
- The obligations of Avalara relating to VAT Reporting that Avalara delivers on a software as a service (“SaaS”) basis and to uptime statistics, status updates, and Service availability, in each case contained in the section of the Terms entitled Avalara’s Responsibilities, do not apply to VAT Reporting that Avalara delivers other than on a SaaS basis; provided that such obligations relating to Service availability apply to VAT Reporting that are accessed through Hosted Software.
- Audit; Excess Use. Customer will be responsible for any use of VAT Reporting in excess of the amounts specified in the applicable Order Document and will cooperate with Avalara to ensure that Avalara is properly compensated for any excess usage. Avalara has the right to audit Customer’s use of VAT Reporting, both during the Subscription Term and upon renewal of a Subscription Term. Without limiting the generality of the foregoing, Customer agrees that (a) upon Avalara’s request, Customer will promptly provide to Avalara such information as Avalara may reasonably request with respect to Customer’s usage of VAT Reporting, including (if applicable) a report generated from VAT Reporting detailing Customer’s usage over the period specified by Avalara in its request; and (b) in the case of VAT Reporting provided by Avalara on a SaaS or Hosted Software basis, Avalara may generate such a report without notice to Customer. Customer will pay the applicable fees associated with any excess usage upon receipt of an invoice from Avalara.
- AvaTax for VAT. For the avoidance of doubt, these VAT Terms do not govern Avalara’s AvaTax for VAT service. Supplemental Terms for AvaTax, including AvaTax for VAT, are located at https://www.avalara.com/avatax-terms.
- Third Party Rights. No third party, other than an Avalara Affiliate, may enforce any term of the Agreement. The rights of the parties to terminate or modify the Agreement (as provided in the Agreement or Applicable Laws) are not subject to the consent of any other person.
- 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.