Please note that these updated Supplemental Terms will apply to your Avalara Service upon any renewal, upgrade, or Service purchase made on or after January 1, 2021.
AvaTax Supplemental Terms
Last updated September 16, 2021.
These AvaTax Supplemental Terms (“AvaTax Terms”) govern Customer’s use of AvaTax. These AvaTax 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 AvaTax Terms and not defined shall have the meaning given in the Terms.
a. Transaction Usage. Fees for usage of AvaTax are based on the number of Transactions used in AvaTax by Customer. Avalara will charge a number of “Transactions” used each day equal to the greater of the results of (i) or (ii) below:
i. The number of Documents recorded; or
ii. The number of API calls to the tax calculation service recorded, divided by 10.
In addition to the Transactions counted under (i) or (ii) above, every 10 API calls to the address validation service, other than API calls that are specifically associated with a tax calculation, will count as one Transaction. The number of Transactions used will be measured on a daily basis. For purposes of calculating Transactions used, fractional Transactions will be rounded up to the next whole number.
b. Document Definition. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax by Customer. Documents include, for example, committed sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed ecommerce shopping carts. Each such record will count as one Document for purposes of calculating usage of AvaTax, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax, except for records on which no tax is calculated solely because the Customer has configured AvaTax to not calculate tax because the Customer does not have nexus in that jurisdiction. For purposes of calculating Document usage, each Document is assumed to have 35 or fewer invoice lines. If the ratio of invoice lines per Document exceeds 35/1 in any day, the number of Documents counted for that day will be the total number of invoice lines in that day divided by 35.
c. Global Transactions.
i. International Tax Transactions. If Customer records any Documents or API calls for which the ship-from and ship-to addresses are in different countries, Avalara will count such Documents or API calls as “International Tax Transactions.” International Tax Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each International Tax Transaction will be 1.15 Transactions.
ii. Customs Transactions. If Customer records an International Tax Transaction that includes a pre-classified harmonized tariff code, then Avalara will count the customs duty and import tax calculations performed as a “Customs Transaction.” Customs Transaction usage is calculated using the methodology set forth in Section 1(a) above (Transaction Usage), and the specific number of Transactions used for each Customs Transaction will be 1.75 Transactions.
iii. Estimated Customs Transactions. If Customer configures AvaTax to provide estimated customs charges based on Customer’s item description, Avalara will count the customs duty and import tax calculations performed as an “Estimated Customs Transaction.” Estimated Customs Transaction usage is calculated using the methodology set forth in Section 1(a) (Transaction Usage) above, and the specific number of Transactions used for each Estimated Customs Transaction will be 2.0 Transactions. Customer is responsible for any variance between the estimated customs charges in the Estimated Customs Transaction and the actual customs charges owed to an applicable government authority.
iv. The Accuracy Guarantee does not apply to the Services set forth in this Section 1(c) (Global Transactions).
2. AVATAX DATA STORAGE.
a. Included Storage. AvaTax includes access to stored transaction data (i) for customers who have AvaTax subscriptions but not subscriptions for Avalara Managed Returns for Accountants, Avalara Returns, Avalara Returns for Accountants, or Avalara Returns for Small Business (“Returns Services”), for the current and previous calendar years; and (ii) for customers who have AvaTax subscriptions plus subscriptions to any Returns Services, 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 calendar year for AvaTax customers and prior to the previous four calendar years for AvaTax plus Returns Services customers. Avalara will charge a number of Stored Documents equal to the greater of (i) the number of Documents recorded; or (ii) the total number of invoice lines in the Documents recorded divided by 35. Avalara sells Stored Documents in increments of 25,000 (each increment, a “Storage Unit”). For Customers who have cancelled all subscriptions and need access only, AvaTax Data Storage includes access to all transaction data.
3. ACCURACY GUARANTEE. Avalara provides a guarantee of the accuracy of sales and use tax calculation results provided by AvaTax (the “Accuracy Guarantee”) under the following terms:
a. If Customer suffers a negative audit finding that results in financial loss due to an incorrect sales or use tax calculation result returned by AvaTax, Avalara shall pay Customer the lesser of either: (i) the amount of the penalties, interest, and uncollected sales or use taxes that directly result from the incorrect result, as specified in the final assessment notice received from the applicable taxing authority after all administrative appeals and abatement options are exhausted, or (ii) the amount of the AvaTax fees paid during the year preceding the negative audit finding (calculated as described in subsection (c) below).
b. The following limitations apply to the Accuracy Guarantee:
i. Customer must have properly set up, configured, and maintained its tax profile and Customer Data on the Avalara system and have correctly classified items sold by Customer. To the extent that the incorrect result was caused by Customer’s failure to properly set up, configure, or maintain its tax profile or Customer Data, Avalara will not be responsible for the incorrect result.
ii. Avalara will not be responsible for the incorrect result to the extent that it was caused by the failure of the applicable taxing authority to timely and accurately provide or update correct and current tax rates, boundaries, rules, and classifications.
iii. Customer must provide notice to Avalara no later than the earlier of either (1) 10 days after the taxing authority’s finding of a negative audit assessment, or (2) 45 days after the date that Customer identifies, or the taxing authority initially identifies to Customer, an issue that relates to the alleged incorrect result provided by Avalara. Such notice must be sent to firstname.lastname@example.org.
iv. Customer must provide full and timely assistance to Avalara in confirming the nature and occurrence of the alleged error, including providing Avalara with access to its relevant financial reporting records, transaction logs, reports, and all other relevant information reasonably related to the alleged error.
v. Customer must provide full and timely assistance to Avalara in challenging the taxing authority findings if Avalara, in its sole discretion, determines them to be incorrect. To the extent that an audit assessment involves other issues in addition to the alleged incorrect result from Avalara, Customer, its Representatives, and Avalara will work together to ensure a collaborative response to the audit.
vi. Upon first becoming aware of a potential error related to an incorrect result by Avalara, Customer must take reasonable steps to mitigate its losses, including, but not limited to, changing taxability determinations or calculations for ongoing transactions and rebilling customers for the uncollected tax.
c. For purposes of calculating the amount of the AvaTax fees paid that are eligible for the Accuracy Guarantee payment, the amount will be the fees actually paid by Customer to Avalara for AvaTax, and the time period will be the 365 days preceding the issuance of the negative audit finding (e.g., in the case of a negative finding issued by a taxing authority on March 31, 2020, the period used in the calculation will be from April 1, 2019, to March 31, 2020). For clarity, for purposes of this calculation, the fees paid for AvaTax do not include activation fees, any fees for ancillary Professional Services, or any other one-time fees.
d. If the audit implicated other issues in addition to the alleged incorrect result provided by Avalara, the amount to be paid by Avalara under the Accuracy Guarantee will be the percentage of the final assessment amount equal to the percentage of the final assessment related to the alleged incorrect result provided by Avalara.
e. Avalara shall make the Accuracy Guarantee payment to Customer within 30 days after the date that Customer receives the final assessment notice from the applicable taxing authority, after all administrative appeals and abatement options are exhausted. Avalara may also, in its sole discretion, make the payment at an earlier date, in which case, Customer’s obligation to continue to assist Avalara in contesting the audit will cease on the date of the payment.
f. The Accuracy Guarantee only applies to sales tax calculation results provided by the AvaTax Service after October 15, 2015. Customer must have a current AvaTax subscription in good standing when the claim is submitted to Avalara to be eligible to receive payment under the Accuracy Guarantee.
4. AVATAX EXEMPTIONS. Fees for usage of AvaTax Exemptions are based on the number of AvaTax Exemptions Certificates recorded in AvaTax Exemptions. The number of AvaTax Exemptions Certificates counted for purposes of calculating usage of AvaTax Exemptions will be the maximum number of AvaTax Exemptions Certificates stored at any point in time during a Subscription Term. If a tax exemption document image is used to satisfy Customer’s compliance obligations in multiple jurisdictions, each of the jurisdictions where the AvaTax Exemptions Certificate is used will count as one AvaTax Exemptions Certificate (for example, one document image used in five states will count as five AvaTax Exemptions Certificates) for purposes of calculating usage. If Customer wants to store AvaTax Exemptions Certificates, Customer should contact its customer account manager to discuss pricing. Customer acknowleges that Avalara may deprecate AvaTax Exemptions in the near future. In such case, Customer will be migrated to a successor Service with substantially equivalent functionality for the remainder of the Subscription Term. The successor Service will be Exemption Certificate Management Essentials and subject to the Compliance Document Management Supplemental Terms.
5. AVATAX CONTENT GENERATION FOR POS.
a. Customer is responsible for configuring the Account in accordance with the Documentation, including, for example, frequency of updates, Customer's Locations, and Customer's products. "Location" means the physical location where Customer has one or more point-of-sale devices installed and configured to use AvaTax CGPOS. Customer may send its offline tax calculations to the Account via batch API calls, as described in the Documentation, not to exceed 75,000 API calls per Location in a Subscription Term.
b. Inapplicable Provisions of the Terms. For AvaTax CGPOS, these Terms do not apply:
i. Trial Period. The Trial Period set forth in the Terms does not apply to AvaTax CGPOS.
ii. No Automatic Upgrade. Customer's AvaTax CGPOS subscription will not be automatically upgraded to the next highest subscription tier.
iii. Uptime Statistics. Avalara's obligations relating to uptime statistics and status updates and availability of "software as a service" Services, contained in the section of the Terms entitled The Services/Avalara's Responsibilities, do not apply to AvaTax CGPOS.
iv. No Accuracy Guarantee. The Accuracy Guarantee does not apply to AvaTax CGPOS.
6. AVALARA AGE VERIFICATION. “Avalara Age Verification” means the optional add-on feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s client’s age, as submitted through an AvaTax for Beverage Alcohol transaction, against a third-party provided identity verification database.
a. Fees. Customer shall pay the fees set forth in the Order Document signed by the Customer. Fees for usage of Avalara Age Verification are based on Customer’s usage of Avalara Age Verification. Avalara reserves the right to bill Customer a monthly minimum Avalara Age Verification fee (“Minimum Age Verification Fee”).
b. Permitted Uses. Customer will only use the Age Verification Service for the purpose of checking age in connection with an AvaTax for Beverage Alcohol transaction. Customer will not use Avalara Age Verification (i) for any “permissible purpose” under the Fair Credit Reporting Act (15 U.S.C. Sec. 1681 et seq.) (“FCRA”) or use any of the information it receives through Avalara Age Verification to take any “adverse action”, as that term is defined in the FCRA; (ii) in violation of the provisions of and regulations pursuant to the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.); (iii) other than pursuant to an exception of the privacy provisions of and regulations issued pursuant to the Gramm-Leach-Bliley Act (15 U.S.C. Sec. 6801 et seq.) (“GLBA”); (iv) in violation of any Applicable Laws related to the collection and disclosure of scanned state issued identity documents and, where required by Applicable Law, will obtain appropriate consent from any individual who submits their data to Avalara Age Verification; or (v) in violation of such other future legislation that Avalara determines limits the use of Avalara Age Verification.
c. Review. For so long as Customer is receiving Avalara Age Verification, and for one year after that, Avalara will have the right at its expense to review, via Customer’s responses to a questionnaire, Customer’s compliance with the terms of this Agreement as it relates to Avalara Age Verification. Such review may be conducted during normal business hours upon 48 hours written notice.
d. Third Party Data Providers. Customer acknowledges that the provision of Avalara Age Verification depends on data being provided by third party data providers. Avalara is not responsible for any such data providers and will not be liable for their failure or inability to provide such data elements. AVALARA DOES NOT WARRANT THE ACCURACY, INTEGRITY, OR COMPLETENESS OF CONSUMER OR OTHER DATA UTILIZED, STORED, OR TRANSMITTED AS PART OF THE SERVICES. If Avalara’s agreement with such third party data provider is terminated for any reason, Customer acknowledges that Avalara may not be able to provide Avalara Age Verification. In such case, as Customer’s sole and exclusive remedy, Avalara will refund prepaid, unused fees for the remainder of the Avalara Age Verification subscription term.
e. Inapplicable Sections of the Terms:
i. Uptime Statistics. Avalara may elect not to provide uptime statistics.
ii. Planned Downtime. Avalara will provide at least two days’ notice of planned downtime.
7. AVALARA CROSS-BORDER ESTIMATED.
a. Customer shall provide Avalara with (i) a valid HS code or a sufficient natural-language description for each item and (ii) the data specified in the Documentation or otherwise reasonably requested by Avalara to perform the Service.
b. If Customer does not provide a valid HS code for an item in an API call to the Service, Avalara will identify a set of probable HS codes for duty and import tax calculation using a Customer-configurable strategy (for example, a min/max/avg approach).
c. Fees for Avalara Cross-Border Estimated are based on the number of individual API calls to Avalara Cross-Border Estimated.
d. Inapplicable Provisions of the Terms. For Avalara Cross-Border Estimated, these Terms do not apply:
i. No Automatic Upgrade. Customer's Avalara Cross-Border Estimated subscription will not be automatically upgraded to the next highest subscription tier.
ii. No Trial Period. The Trial Period set forth in the Terms does not apply to Avalara Cross-Border Estimated.
iii. Uptime Statistics. Avalara may elect not to provide uptime statistics.
iv. No Accuracy Guarantee. The Accuracy Guarantee does not apply to Avalara Cross-Border Estimated.
8. AVALARA SHIPPING VERIFICATION. “Avalara Shipping Verification” means the feature of AvaTax for Beverage Alcohol where Avalara checks Customer’s beverage alcohol transactions against a database of shipping rules and restrictions. Avalara has no duty to provide an update if applicable limits change after Avalara provides a determination, including for a future shipping date. Customer may not use determinations for any purpose other than checking its own beverage alcohol shipping compliance.