Avalara Managed Returns Service Terms
Last Updated June 8, 2018
These Avalara Managed Returns Service Terms (“MRS Terms”) govern Customer’s purchase and use of Avalara’s Managed Returns Service. These MRS Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at www.avalara.com/eu-terms/ (the “Terms”). Any capitalized terms used and not defined in these MRS Terms have the meaning given in the Terms.
a. "Filing Calendar” means a schedule of dates and deadlines relating to the performance of the Managed Returns Service that Avalara makes available to Customer. The Filing Calendar is provided for each Filing Jurisdiction and includes, for example, the date by which VAT Data must be received from Customer, the date on which Avalara will provide the provisional MRS Return and related payment memo, the date by which Customer must approve or request adjustments to the provisional MRS Return, and the date for filing the MRS Return.
b. "Filing Entities” means the entities (e.g., Customer or its Affiliate(s)) for which Customer requests that Avalara prepare and submit MRS Returns.
c. "Filing Information” means Filing Jurisdictions, Filing Entities, VAT Registration Numbers and other Registration information for the Filing Entities, the Government Account Information, and other information requested by Avalara to prepare and file MRS Returns and Supplemental Filings.
d. "Filing Jurisdiction” means a taxing jurisdiction for which Customer requests Avalara prepare MRS Returns.
e. “Government Account Information” means log-in information for each Filing Entity’s online account with the applicable Filing Jurisdiction, together with the VAT Registration Number and other associated information supporting identification and filing with the Filing Jurisdiction.
f. “Managed Returns Service” means Avalara’s Service for preparation and filing of value added tax (VAT) returns and notice management related thereto.
g. “MRS Registration Service” means Avalara’s Service for registering Filing Entities in Filing Jurisdictions, transferring Customer’s existing Registrations, and cancelling Customer’s existing Registrations.
h. “MRS Return” means a Standard MRS Return or a Non-Standard MRS Return.
i. “Non-Standard MRS Return” means (i) a form that is not offered by Avalara as a standard VAT return or standard Supplementary Filing; or (ii) a standard VAT return or standard Supplementary Filing that requires non-standard modifications.
j. “Registration” is the process of registering a business with the applicable taxing authority in order to report and pay VAT.
k. “Standard MRS Return” means (i) a standard VAT return or (ii) a Supplementary Filing required with a standard VAT return.
l. “Supplementary Filing” means Intrastat, European Sales Listing, domestic VAT filings or other forms required by a Filing Jurisdiction.
m. “VAT Agent” means a person or entity authorized to prepare and file online VAT returns or perform related duties as prescribed by law.
n. “VAT Data” means all the Customer Data necessary to properly complete a VAT return or a Supplementary Filing (as the case may be).
o. “VAT Registration Number” means a unique number provided by the tax authority in the applicable Filing Jurisdiction for use by a Filing Entity.
2. The Services.
a. Customer’s Account Setup. Within 30 days of the Effective Date, Customer shall provide Avalara with all information requested by Avalara to establish and set up Customer’s Account for the Managed Returns Service, including (i) Filing Jurisdictions, (ii) Filing Entities, (iii) Registration information for each Filing Entity in each Filing Jurisdiction, (iv) copies of previous filings in the Filing Jurisdictions; and (v) such other information as Avalara reasonably requests to provide the Managed Return Service. Customer authorizes Avalara to access Customer’s accounts with the Filing Jurisdictions, using Customer’s Government Account Information, for the purpose of providing the Managed Return Service.
b. VAT Registration Numbers. If Customer has existing VAT Registration Numbers for a Filing Entity in an Filing Jurisdiction, Customer shall transfer those VAT Registration Numbers to Avalara as VAT Agent. If a new VAT Registration Number is required for a Filing Entity, Customer shall (i) obtain the new VAT Registration Number for such Filing Entity in the applicable Filing Jurisdiction and appoint Avalara as VAT Agent, or (ii) purchase Avalara’s MRS Registration Service.
c. Customer Obligations.
i. VAT Requirements; Accurate Information. Customer is solely responsible for determining Customer’s VAT-related requirements and providing and maintaining accurate, complete, and current Filing Information and VAT Data. Avalara has no obligation to audit, verify, correct, or maintain any Filing Information or VAT Data.
ii. Prior Compliance. Customer is responsible for ensuring that it is compliant in all Filing Jurisdictions with respect to all VAT returns and other required filings attributable to filing periods prior to the date that Avalara begins filing MRS Returns under the Managed Returns Service. Customer may request Avalara prepare such VAT returns and other required filings for prior periods as described in Section 2(e)(ii) (MRS Backfiling Services).
iii. VAT Data. Customer shall transmit to Avalara all VAT Data for each of Customer’s MRS Returns, by the deadline specified in the Filing Calendar and via the method designated by Avalara. If accurate and complete VAT Data is provided late or is not in the form and frequency specified by Avalara, or if Customer fails to timely provide additional information requested by Avalara to clarify the Filing Information or VAT Data provided by Customer, the MRS Return may not be prepared or filed on time and Customer or the Filing Entity may incur additional charges or penalties.
iv. Data Transformation Service. “Data Transformation Service” is the Service wherein Avalara, pursuant to a signed SOW, will convert Customer’s VAT transactional data that meets Avalara’s minimum transactional data requirements into a complete data set that allows for import into Customer’s Account. The Data Transformation Service is performed at Customer’s direction and expense, and the resulting data set is part of Customer’s VAT Data. Customers using Avalara’s Data Transformation Service shall deliver all VAT Data to Avalara by the dates specified in the Filing Calendar.
v. Changes to Filing Information. Customer shall submit any changes to Filing Information to Avalara by the date specified in the Filing Calendar. Any changes received after the date specified in the Filing Calendar will be implemented and become effective in the subsequent month.
vi. MRS Return Approval. Customer shall review and either approve or request adjustment to each provisional MRS Return by the deadline specified in the Filing Calendar (the “Return Approval Deadline”). Unless Avalara has received actionable questions or requests for adjustments prior to the Return Approval Deadline, Customer’s MRS Return will be deemed approved by Customer as of the Return Approval Deadline, and Customer authorizes the MRS Return to be filed. Any corrections to an MRS Return (or, if required by the Filing Jurisdiction, new MRS Return) required to be made based on changed or additional information provided by Customer after the Return Approval Deadline will be made in a later period, for an additional fee.
vii. Payment Memos. Avalara shall generate payment memos documenting the VAT amounts due to Filing Jurisdictions for Customers’ VAT liability and will provide them to Customer by the date specified in the Filing Calendar.
viii. VAT Payment. Customer shall timely remit to the Filing Jurisdiction sufficient funds available to pay the VAT due for the applicable MRS Return (“VAT Funds”) prior to the deadline specified in the Filing Calendar. Avalara will not provide any VAT Funds. Customer shall defend, indemnify and hold Avalara, its Affiliates and licensors, and its and their officers, directors, employees, representatives and agents harmless from any loss, cost, damage, liability or expense (including, but not limited to, reasonable attorneys’ fees) arising out of or related to Customer’s failure to timely remit sufficient VAT Funds to Filing Jurisdictions.
d. Avalara Obligations.
i. MRS Returns. Using the VAT Data and each Filing Entity’s VAT Registration Number and other Filing Information, Avalara shall prepare a provisional version of each MRS Return and provide it to Customer, together with the payment memo described above, by the deadlines specified in the Filing Calendar. Avalara will not prepare or submit any MRS Returns for which Customer has not provided a valid VAT Registration Number and other necessary Filing Information. Avalara will file an approved MRS Return (without payment) in the applicable Filing Jurisdiction by the applicable filing deadline, provided that Customer timely transmits to Avalara all VAT Data and the MRS Return is approved (or deemed approved) before the Return Approval Deadline.
ii. Ongoing Representation Services. Avalara shall serve as the appointed VAT Agent for the Filing Entities with the Filing Jurisdictions and shall receive and handle basic and regular tax correspondence, including liaising with Customer pursuant to Section 3 (Notice Management). This does not include audit defense or fiscal representation.
e. Additional Services
i. MRS Registration Service. If Customer requests, Avalara will perform the MRS Registration Service on Customer’s behalf and at Customer’s direction. Within 30 days of the Effective Date of the MRS Registration Service, Customer shall provide all information required by Avalara to perform this Service, including, for example, Avalara’s registration questionnaire, the Filing Entities’ Government Account Information, and copies of certificates of incorporation or articles of organization for the Filing Entities. In performing the MRS Registration Service, Avalara will confirm requirements with Customer, check responses and documents received, and submit the Registration or de-Registration application to the applicable tax office. For the avoidance of doubt, MRS Registration Service does not include any translation, courier, apostille, or similar costs, fiscal representation registrations, EORI applications, VAT deferment schemes or similar schemes, or any negotiations with tax authorities or preparation or filing of any back filings.
ii. MRS Backfiling Service. If Customer requests, Avalara will prepare and file MRS Returns in Filing Jurisdictions for prior reporting periods as specified in an Order Form.
3. Notice Management. Avalara and Customer will request that Filing Jurisdictions send correspondence relating to Customer’s MRS Returns to Avalara (each such correspondence, a “Notice”). If Customer receives a Notice relating to an MRS Return from a Filing Jurisdiction, Customer shall immediately, and no later than five business days after the date of the Notice, deliver such Notice to Avalara via email to MRSadmin@avalara.com. Customer shall provide timely responses to Avalara requests for information (including, without limitation, about Customer’s remittance of VAT Funds) and otherwise provide assistance as requested by Avalara in responding to Notices. If Customer fails to provide a Notice to Avalara within five business days or timely respond to Avalara’s requests for information, the response to the Notice may be delayed and Customer or the Filing Entity may incur additional charges and penalties from the Filing Jurisdiction. Notice management does not include audit defense services.
4. Fees. Customer shall pay all fees for the Managed Return Service specified in each Order Document.
a. MRS Return Fees.
i. Standard Returns. Fees for Standard Returns are based on the MRS Filing Information and the quoted number of MRS Returns. The pricing per Standard Return specified in the Order Document assumes the preparation time per Standard Return specified in the Order Document. If a Standard Return takes longer to prepare for any reason other than Avalara’s failure to perform under this Agreement, Avalara may, in Avalara’s sole discretion, bill on a time and materials basis (in ½ hour increments) for the excess preparation time.
ii. Non-Standard Returns. Fees for Non-Standard Returns are billed on a time and materials basis (in ½ hour increments), at the hourly rate specified in the Order Document. There is a ½ hour minimum per Non-Standard Form.
b. Additional Fees.
i. MRS Registration Service. Customer shall pay per form for each Registration and de-Registration of a Filing Entity.
ii. MRS Backfiling Service. Customer shall pay for each back filing as specified in the Order Document.
iii. Notices. Customer shall pay for Avalara’s time spent responding to Notices in excess of 90 minutes in a Subscription Term. Excess time spent responding to Notices may incur additional charges (in 10-minute increments), at the standard hourly rate specified in the Order Document.
iv. Other. If Customer fails to timely provide accurate and complete Filing Information or VAT Data (including additional information requested by Avalara to clarify the Filing Information or VAT Data) or fails to fulfill any other obligation under these Managed Returns Service Terms, Avalara may charge Customer additional fees.
c. Expenses. Customer shall be responsible for translation fees, legal fees and any other reasonable Expenses Avalara incurs when providing the Services.
a. Cancellation Option. If Customer has not provided the Filing Information within 90 days after the Effective Date, Avalara reserves the right to cancel Customer’s Managed Returns Service subscription and, if applicable, the MRS Registration Service, and retain all prepaid fees for the cancelled Service.
b. Termination Right. If Customer fails to adhere to the deadlines in the Filing Calendar for three or more months within a 12-month period, Avalara may terminate Customer’s subscriptions immediately by giving written notice to Customer. Customer remains responsible for all accrued fees, and Avalara may retain all prepaid fees for the terminated Service..
6. Inapplicable Provisions of the Terms. The following provisions of the Terms do not apply to Managed Returns Service: Section 3 (Transaction Calculations); Section 4 (Accuracy Guarantee); Section 7(d) (Trial Period); and Section 16 (AvaTax Exemption).