Avalara Returns for Accountants Supplemental Terms
Last updated March 1, 2021
These Avalara Returns for Accountants 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.
a. “Avalara Returns for Accountants” or “ARA Service” means Avalara’s Service that enables Customer to prepare sales and use tax returns.
b. “Client” means a client of Customer.
c. “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, as well as the resulting unique output that is generated by ARA when processing the uploaded information. Customer Data includes Client Data.
d. “Filing Jurisdiction” means a taxing jurisdiction for which Customer will prepare a Client Return using ARA.
e. “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.
2. 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.
3. Customer Obligations.
a. 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.
b. 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.
c. 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.
d. 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.
e. 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.
f. Notices. Customer and Clients are solely responsible for receiving and managing any notices from a Filing Jurisdiction.
g. Customer Support. Customer shall purchase the applicable support entitlement.
4. Implementation Services. Customer shall purchase the applicable (“Implementation Services”). Implementation Services are governed by the Avalara Professional Services Terms and Conditions located at https://www.avalara.com/ps-terms.
5. 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 ARA or any third-party software or service (except for third-party claims for Infringement or arising solely from Avalara’s breach of the Agreement or Applicable Law).
6. Avalara Returns Data Storage.
a. Included Storage. The ARA includes access to stored transaction data for the current and previous four calendar years.
b. 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 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”).
7. Fees. Customer agrees to pay fees for ARA based on Customer’s subscription plan and usage of ARA.
a. 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 the subscription tier that determines 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 ARA subscription plan. For example, if Customer’s ARA plan requires Customer to file at least 25,001 Returns each year, but Customer files only 10,000 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 ARA subscription plan that pertains to filing 10,000 Returns per year.
b. Overage Charge. If Customer exceeds the number of Returns included in Customer’s ARA subscription plan and continues utilizing ARA without upgrading to a higher tier, Customer will be charged for any additional Returns at the per-Return price associated with Customer’s purchased subscription tier through the end of the Subscription Term.
c. No Automatic Upgrade. Customer’s ARA subscription will not be automatically upgraded to the next highest subscription tier.
8. No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to Clients.