Streamlined Sales Tax Certified Service Provider Services Terms of Use

Streamlined Sales Tax Certified Service Provider Services Terms and Conditions
Updated July 1, 2015
1. General. These Streamlined Sales Tax Terms and Conditions (“SST Terms”) apply if you have if you have registered under the Streamlined Sales Tax Initiative (“SST Initiative”), and you have selected Avalara as your Certified Service Provider (as that term is defined in the Streamlined Sales Tax and Use Agreement located at this site (the “SSUTA”)). 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”) as well as any additional terms you have agreed to for your use of Avalara AvaTax or Avalara Returns products. Any capitalized terms used herein and not defined will have the meaning given to such terms in Avalara’s contract with the SST Governing Board or the SSUTA, as applicable.

2. DISCLOSURE STATEMENT. AVALARA HAS ENTERED INTO A CONTRACT WITH THE GOVERNING BOARD (THE “CONTRACT”) ESTABLISHED UNDER THE SSUTA (“GOVERNING BOARD”). AS A PREREQUISITE TO ENTERING INTO THE 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 THE CONTRACT, THE SSUTA, AND THE LAWS OF THE STATES THAT ARE MEMBERS OF THE SSUTA (“MEMBER STATES”). AS PROVIDED IN THE CONTRACT, 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 SSUTA. IN ADDITION, THE SERVICES PROVIDED UNDER THESE SST TERMS BY AVALARA MAY BE PAID BY THE STATES THAT ARE MEMBERS OF THE GOVERNING BOARD. NOTHING IN THE CONTRACT OR THE SSUTA 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 THESE SST TERMS. A SELLER’S RIGHTS AND OBLIGATIONS WITH RESPECT TO ANY OF THE MEMBER STATES ARE DETERMINED BY THE LAWS OF EACH MEMBER STATES.

3. Appointment of Avalara. You hereby confirm that you have registered to participate in the SST Initiative and appointed Avalara to act as your Certified Service Provider. If you have not already registered for the SST Initiative, you hereby agree that Avalara may act as your agent to register you to participate in the SST Initiative and thereafter to act as your Certified Service Provider.

4. Seller Status/Records. You will provide Avalara with a statement of your Seller status in each Member State and each Associate Member State. In addition, each year you agree to provide your updated status within thirty days of Avalara’s request for the same. Your failure to respond to any such request may result in an unfavorable change to your status in a Member State or Associate Member State. You understand and agree that you are obligated to provide electronic records upon any request from the Governing Board and any Member State or Associate Member State.

5. Treasury. Unless another funding process has been implemented by mutual agreement, you agree to execute a limited power of attorney in favor of Avalara and provide designated bank account information (“Bank Account”) for the purpose of paying your Taxes Due and remit your SER. You agree to fully fund the Bank Account. Avalara will automatically withdraw Taxes Due from the Bank Account at the same frequency that Avalara is required to transmit your Taxes Due to the Member States. In addition, if any Member State that requires the prepayment of Taxes Due, and you have not made those prepayments, Avalara will withdraw the entire amount of the required prepayment five calendar days prior to the date on which prepayment is due to any such state. If balance is found to be owing in order to fully fund your Taxes Due, Avalara will immediately collect the funds by withdrawing the balance owed, unless another payment method is agreed. Avalara will hold any Taxes Due withdrawn from the Bank Account in a trust account prior to disbursement to the Member State. Avalara acknowledges and agrees that all Taxes Due collected or received from you belong to, and will be held in trust for the benefit of the Member States to which such funds are due. Avalara will not any of your Taxes Due with Avalara’s general funds but those Taxes Due may be deposited with funds also held in trust on behalf of other you of Avalara.

6. No Funding Obligation by Avalara. Avalara will not advance or provide funds to pay your Taxes Due. If for any reason the funds are not available in the Bank Account when they are due, Avalara will remit your SER without payment. You will then have 10 days from the payment due date to make the funds available to Avalara in the manner specified by Avalara. If the funds are not available to Avalara by the end of this 10 day period, Avalara will notify the Governing Board about lack of funding and terminate these SST Terms. You acknowledge and agree that Avalara will not be responsible for any assessments (including, but not limited to, all penalties and interest), if any, due as a result of remitting returns without payment.

7. Indemnification Obligations. You agree to defend, indemnify and hold harmless Avalara and its Affiliates, subsidiaries, officers, directors and employees for any losses incurred by any of them as a result of: (a) your failure to timely remit all taxes, interest or penalties when due; (b) your failure to properly classify any item or transaction in accordance with a Avalara’s good and services codes that are certified by the SST Member and Associate Member States; (c) your failure to remit corrected Taxes Due after notice from a Member State or Avalara that the Taxes Due remitted by you were incorrect; (d) your failure to timely provide adequate documentation of exempt transactions; and (e) your failure to pass the invoice level information necessary to make a proper tax determination. You waive any claim against Avalara and its Affiliates, subsidiaries, officers, directors and employees relating to the foregoing. In addition, if it is found that you are not compliant with any of the requirements of the SSUTA in any way (including, but not limited to, the events described in the foregoing subsections (a) through (e)), then you agree to: (i) use your best efforts to immediately cure such non-compliance; and (ii) you and your officers and employees will use best efforts to cooperate with Avalara to cure such non-compliance.

8. Non-Volunteers. For each SER Avalara remits on your behalf in Member States where you have conceded sales tax nexus and registered as a non-volunteer taxpayer, Avalara will charge you the lower of: (a) its standard per-remittance fee; or (b) the per-form rate you are charged for AvaTax Returns services under your AvaTax Returns plan level. In addition, if you have registered as a non-volunteer, you understand and agree that Avalara will not provide transactional data to any Member State, and that a Member State may audit your data directly to ensure compliance with its laws and the Contract.

9. Non-Taxable Transactions. As permitted in the SSUTA, Avalara reserves the right to charge you an additional fee if your non-taxable transactions in a Member State exceed 50% of your total transactions in that state during any calendar year.

10. Survival. Sections 3-9 in these SST Terms will survive any expiration, non-renewal, suspension or termination of these SST Terms.