Avalara for Small Business - Europe Compliance Supplemental Terms

Last Updated August 26 2022

These Avalara for Small Business-Europe Compliance Supplemental Terms (the “ASB Europe Terms”) govern Customer’s purchase and use of Avalara for Small Business-Europe Compliance (“ASB Europe”). These ASB Europe Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (the “Terms”) and the Managed Vat Report  Terms located at https://www.avalara.com/us/en/legal/mvr-terms.html. Any capitalized terms used in these ASB Europe Terms and not defined have the meanings given in the Terms and in the MVR Terms.

1. Suite of Services. ASB Europe is a suite of Service. Each of these individual Service may have additional supplemental terms that apply (see Section 15 (Supplemental Terms) of the Terms and Section 4 of the MVR Terms for Services in  Germany).

2. Services Term and Account Set Up.

a. Term. The Term of ASB Europe will commence on the Effective Date and continue for one calendar year  from the Registration Date (“Initial Period”). The “Registration Date” is the date in which the Registration is completed. At the end of the Initial Period and subsequently for each subscription year,  the subscription to ASB Europe will automatically renew for an additional one-year period (a “Renewal Subscription Term”) unless (1) Customer provides written notice of non-renewal to Avalara in accordance with Section 5 below or (2) Avalara provides written notice of non-renewal to Customer at least 90 days before such expiration date. Unless another payment method has been specified, Avalara will charge Customer’s payment information on file for the Service fees for the Renewal Subscription Term.

b. Online Setup. Customer shall provide Avalara 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;; license details; product data and details; authorization letters; identity of directors, appointment, state registrations codes; and any other relevant information (the “ASB Europe Data”). Customer is solely responsible for the accuracy and completeness of all the data necessary to complete the Customer’s account. Avalara does not audit, validate, or verify the ASB Europe Data.

3. Limitations. ASB Europe is available for Customer’s internal business operations only. Customer shall not use ASB Europe to provide services to third parties. For instance, tax ASB Europe users may not use ASB Europe to prepare tax returns for their clients.

4. Fees. Customer agrees to pay the applicable fees based on the Customer’s Plan and per Filing Jurisdiction. Customer agrees also to pay for Additional Services on a time and material basis.  “Additional Services” means ad hoc Services ancillary to ASB Europe and as requested by Customer. “Customer’s Plan” means the fees to be paid as indicated in the online portal.  “Filing Jurisdiction” means a taxing jurisdiction supported by Avalara for which Customer requests Avalara to provide ASB Europe. 

5. Termination. After the Initial Period, Customer may terminate ASB Europe upon 30 days prior written 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 Europe upon 30 days’ prior written notice. Customer must fill the form of non-renewal located here: https://avalaracommunity.force.com/SurveyFormForCancellations/s/  

6. Governing Law; Jurisdiction and Venue. The ASB Europe Terms and all matters in connection with the ASB Europe 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 ASB Europe Terms or their subject matter or formation.

7. Third Party Rights. The ASB Europe Terms do not confer any rights on any other person or party (other than the Parties to the ASB Europe Terms s, and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

8. Inapplicable Provisions of the Terms. 

a. Trial Period. Any trial period described in the Terms does not apply to ASB Europe.

b. No Automatic Upgrade. Customer’s ASB Europe subscription will not be automatically upgraded to the next highest subscription tier.

c. Uptime Statistics. Avalara may elect not to provide uptime statistics.

9. Inapplicable Provisions of the MVR Terms. 

Section 5 (Fees), 7 (Termination), and 9 (Avalara Managed VAT Reporting Light) do not apply to ASB Europe or other Services offered pursuant to these ASB Europe Terms.