Avalara Transfer Pricing Reports for Accountants Supplemental Terms
Last updated April 6, 2022
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.
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. 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.
6. Inapplicable Sections of the Terms. Notwithstanding anything to the contrary contained in the Terms:
a. Trial Period. Any trial period described in the Terms does not apply to Avalara Transfer Pricing Reports.
b. Uptime Statistics. Avalara may elect not to provide uptime statistics.
c. Planned Downtime. Avalara may elect not to provide notice of planned downtime.
d. 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.
7. Disclaimer. Customer acknowledges that Reports will be issued subject to a customary disclaimer substantially similar to the following:
This Report is limited only to whether the Group’s transfer pricing arrangement for FY 2022 with respect to the Covered Transaction meets the transfer pricing requirements of the OECD Guidelines. The Group has not requested us to consider, and we have not considered, any other income tax issues; any non-income tax issues; or any state, local, or foreign income tax issues. Additional issues may exist that could affect the U.S. or foreign tax treatment of the transactions that are the subject of this Report. This Report does not consider, nor does it provide, a conclusion with respect to any such additional issues. Furthermore, we express no advice on nontax issues, such as corporate law or securities law matters. We express no advice other than as stated herein, and neither this Report nor any prior statements are intended to imply otherwise or to advise on any other matters, and we assume no responsibility for tax issues beyond those to which this Report is devoted. Additionally, this Report is based on OECD Guidelines and judicial and administrative interpretations thereof, all as currently in effect. These laws, guidelines and interpretations are subject to change or differing interpretations at any time, possibly on a retroactive basis. Subsequent developments in any of the foregoing, or changes in how any of these authorities are interpreted, which may be applied retroactively, could have a material effect on the conclusions provided herein.
The advice herein reflects our assessment on the merits and represents our conclusions only. No assurance can be given that the U.S or any other foreign tax authorities will not challenge such statements or conclusions in this Report or, if this Report is challenged, that a court will uphold this Report or the conclusions herein.
We expressly authorize the Group (and each employee, representative, or other agent thereof) to disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transactions and all materials of any kind (including tax analyses) that are provided to the Group relating to such tax treatment and tax structure. This Report, however, is solely for the benefit of the Group and is not to be relied upon by anyone else without our written consent. We assume no responsibility for tax consequences, or any other consequences, to any other parties related to the Group or to other persons. Any other such parties or persons should consult and rely upon the advice of their own counsel, accountant, tax advisor or other advisors.
The Group has represented, on behalf of itself and its affiliates, that the facts contained in any documents provided by the Group, are true, correct, and complete in all respects. We have not independently audited or otherwise verified any of these facts, assumptions, or representations. A misstatement or omission of any fact, or a change or amendment in any of the facts, assumptions, or representations we have relied upon, may require a modification of all or a part of this Report. In addition, this Report is based on such facts, assumptions, and representations as represented to us as of the date of this Report.
This Report assumes that any documents shared with us by the Group for purposes of this Report are legally valid and enforceable according to their terms. We have no responsibility to update this Report in response to any events, or change in circumstances, facts, assumptions or representations occurring after this date.