Avalara e-Invoicing & Avalara Live Reporting Supplemental Terms
Last updated January 17, 2022
These Supplemental Terms for Avalara e-Invoicing & Avalara Live Reporting (“ILR Terms”) govern Customer’s purchase and use of ILR Solution 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 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.
“Additional Services” means those services ancillary to ILR Solution that are subject to additional fees.
“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 reporting sales transactions (e.g., invoices) and/or accounting information (e.g., ledgers) sent periodically and in an electronic format as required by the Filing Jurisdiction.
“Customer Infrastructure” means the Customer’s computing environment (consisting of hardware, software and telecommunications networks) that is to be used by the Customer in connection with its use of ILR Solution.
“Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide ILR Solution.
“ILR Solution” means Avalara e-Invoicing and/or Avalara Live Reporting collectively which may be purchased together or separately.
2. The Services.
a. Customer’s Account Setup. Customer shall promptly provide Avalara with all information requested, including Customer Data, by Avalara and necessary to begin providing ILR Solution and the Additional Services. Customer shall provide such information through the method designated by Avalara.
b. Customer Obligations. Customer shall provide Avalara, on request, with the necessary assistance, materials and resources that Avalara may reasonably require from time to time in connection with the performance of ILR Solution and Additional Services, including but not limited to, 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.
c. Avalara Obligations. Avalara, in connection with ILR Solution, shall: (i) process and deliver the relevant documents in the Filing Jurisdiction; and (ii) assist the Customer to comply with local requirements in the Filing Jurisdictions as Avalara determines to be appropriate.
3. 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. Fees for Additional Services may require advance payment in full before Avalara begins performance.
4. Governing Law; Jurisdiction and Venue. The ILR Terms and all matters in connection with the ILR Terms will be 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 its subject matter or formation.
5. Third Party Rights. The ILR Terms does 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.
6. Inapplicable Provisions of the Terms.
a. 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.
b. No Automatic Upgrade. Customer’s Avalara e-Invoicing and Avalara Live Reporting subscription will not be automatically upgraded to the next highest subscription tier.