Avalara Transfer Pricing Reports for Accountants Supplemental Terms
Last updated January 4, 2023
These Avalara Transfer Pricing Reports for Accountants Supplemental Terms (“Transfer Pricing for Accountants Terms”) govern Customer’s use of the Avalara Transfer Pricing Reports for Accountants Service. These Transfer Pricing for Accountants Terms are in addition to, and incorporate by reference, the Avalara Service Terms and Conditions located at https://www.avalara.com/terms (“Terms”). Any capitalized terms used in these Transfer Pricing for Accountants Terms and not defined have the meanings given in the Terms.
a. “Client” means a client of Customer.
b. “Client Data” means any information provided in connection with preparing a Report related to a Client, including any Client data needed to prepare a Report. Customer Data includes Client Data.
c. “Report” means a transfer pricing report produced by the Avalara Transfer Pricing Reports for Accountants Service.
2. Use of the Services. Customer is authorized to use the Avalara Transfer Pricing Reports for Accountants Service solely for Customer’s internal business operations, which include the preparation and filing of Reports 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. Customer will provide all necessary information to Avalara in the form that Avalara specifies from time to time. Customer shall ensure the accuracy and completeness of Customer Data, including the accuracy, quality, legality, completeness, and integrity of the Client Data and the means by which Customer acquired Client Data. Customer represents and warrants that it has the right to provide Client Data to Avalara for Avalara’s use as permitted by the Agreement, and Customer shall not submit any Client Data to Avalara 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 and disclaims any inaccuracies or service performance issues that may result. Customer represents and warrants that no Client is on any list described in Section 9(a)(iv) (Mutual Warranties) of the Terms. Customer shall not, and Customer shall ensure Client does not, reuse all or any portion of a Report (including extracting benchmark data) or modify or prepare derivative works of a Report.
4. 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 or Client’s use of a Report.
5. Use of Customer Data. The use and disclosure of Customer Data described in Section 4(a) of the Terms that is “tax return information” under Treas. Reg. § 301.7216-1(b)(3) shall be made in accordance with Treas. Reg. § 301.7216-2.
6. No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies to Clients or any other third party.
7. Inapplicable Sections of the Terms. Notwithstanding anything to the contrary contained in the Terms:
a. Uptime Statistics. Avalara may elect not to provide uptime statistics.
b. Planned Downtime. Avalara may elect not to provide notice of planned downtime.
c. Automatic Upgrades and Overages. If 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.
d. Customer Data. For the purpose of this Service, “Customer Data” does not include Reports. For clarity, Customer Data may be contained in Reports.
8. Disclaimer. Customer acknowledges that Reports will be issued subject to, and shall comply with, a customary disclaimer substantially similar to the following:
The scope and purpose of this Report is limited to (i) reviewing the Group’s transfer pricing results in relation to the Covered Transaction under the arm’s length principle of the US Regulations and the OECD Guidelines, (ii) establishing that the Group reasonably concluded that the method (and the application of that method) applied in this Report provided the most reliable measure of an arm’s length result for the Covered Transaction.
We assume no responsibility for any issues beyond this express and limited scope of this Report. Additional issues may exist that affect the U.S. federal, state, local or foreign income and non-income tax treatment and consequences of the Covered Transaction, as well as other transactions or matters that may affect the Group. This Report does not consider, and we express no view any such other tax issues, nor any non-tax legal, regulatory, accounting, or other non-tax issues that may impact the Covered Transaction or any other transaction(s) or matters affecting the Group.
Although the conclusions set forth in our Report reflect our best professional judgement regarding the arm’s length nature of the Group’s transfer pricing results with respect to the Covered Transaction, we cannot provide assurance that such conclusions will not be subject to challenge by any federal, state, local or foreign taxing authority, or that in the event of such a challenge, that a court in any jurisdiction will ultimately uphold such conclusions
This Report has been prepared for the sole benefit of the Group and may not be relied upon by any other party for any purpose without our prior written permission, and we assume no responsibilities to any such other parties. Notwithstanding the foregoing, nothing in this Report should be interpreted to limit the Group’s right to disclose the tax treatment and tax structure of the Covered Transaction to any person.
In preparing this Report, we have relied on data, provided by Client, which we have not independently audited or verified. We have assumed that all such data, documents and factual representations are true, correct, and complete in all material respects. Any misstatement, omission, or subsequent change in any such data, facts or documents may impact the validity of our conclusions.
Additionally, this Report reflects the applicable law and guidance of the US Regulations and the OECD Guidelines thereof in effect as of the end of the tax year to which this Report relates. Such law and guidance may be subject to change, possibly on retroactive basis or in a manner that could otherwise materially affect the conclusions stated in this Report.
We assume no obligation to update this Report in the event of any change in facts, circumstances, law, or guidance that could impact the conclusions stated herein.