Avalara India GST Terms and Conditions
Last Updated March 25, 2022
These Avalara India GST Terms and Conditions (these “Terms”) together with any applicable Avalara Sales Order that describes the Subscription Services constitute a binding agreement (the “Agreement”) between Avalara, Inc. (“Avalara”) and the person or entity who purchases or uses the Subscription Service (“Customer”) (each, a “Party”) under which Avalara provides Customer access to the Avalara India GST Subscription Service. By accessing or using the Subscription Service, Customer agrees to be bound by these Terms, all terms incorporated by reference, and any Documentation or policies provided by Avalara that are applicable to the Subscription Services. If Customer does not agree to all of these Terms, it must not access or use the Subscription Service.
a) “Applicable Laws” means all applicable local, state, provincial, federal, and international laws and regulations.
b) “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Subscription Services and who has been supplied with access to the Subscription Services either by Customer or by Avalara at Customer’s written request.
c) “Avalara India GST e-Invoicing” means the Subscription Service for live reporting invoice details to the GSTN office and, at Customer’s election, to Customer’s customer.
d) “Avalara India GST e-Way Bills” means the Subscription Service for preparing documents required by GSTN when transporting goods from one location to another.
e) “Avalara India GST Returns” means the Subscription Service for preparing and submitting GST Returns to the GSTN.
f) “Avalara India GST Reconciliation” means the Subscription Service for identifying gaps and issues in Customer Data.
g) “Avalara Technology” means the technology and Intellectual Property used in providing the products and subscription services offered by Avalara, including computer software programs, connectors, websites, networks, and equipment. Avalara Technology does not include Third-Party Applications.
h) “Customer” means the legal entity that executes a Sales Order or uses the Subscription Services.
i) “Customer Data” means (i) any information, including Personal Information, uploaded, provided, or made accessible to Avalara’s production or sandbox systems by Customer or Authorized Users (or by Avalara on behalf of Customer) to use the Subscription Services and (ii) the resulting Customer unique output that is returned by the Subscription Services to Customer.
j) “Documentation” means Avalara’s user guides, training manuals, and other similar documentation, as updated or revised by Avalara from time to time, that Avalara provides to Customer (i) within the Subscription Service or (ii) at the following location: https://help.avalara.com (or a successor site that Avalara may designate from time to time).
k) “Expenses” means any reasonable, preapproved expenses described in a Sales Order or otherwise as being reimbursable to Avalara by Customer, that Avalara actually incurs while providing Customer the Subscription Services. Avalara’s reimbursable Expenses include (as applicable) postage fees, wire transfer fees, and other out-of-pocket administrative costs.
l) “GST” means the goods and services tax in India.
m) “GSTN” means the Goods and Services Tax Network and its invoice registration portal (IRP).
n) “Intellectual Property” means all trade secrets, Inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.
o) “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, discovery, or invention, whether or not copyrightable or patentable and whether or not reduced to practice.
p) “Personal Information” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Law.
q) “Representative” means a director, officer, employee, consultant, advisor, representative, or agent of the subject party.
r) “Return” means a standard GST return filing for one Goods and Services Tax Identification Number (GSTIN)for a filing period.
s) “Sales Order” means Avalara’s sales order form that describes the Subscription Services and support plans ordered by Customer and the fees, certain Expenses, and other specified terms.
t) “Subscription Services” mean the India GST Subscription Services described in these Terms, to which Customer subscribes as specified in the applicable Sales Order.
u) “Third-Party Applications” means computer software programs and other technology that are provided or made available to Customer by third parties.
2) Avalara India GST Subscription Service.
a) Use of the Subscription Service. Avalara delivers “software as a service” Subscription Services and other Subscription Services. Avalara grants Customer a nonexclusive, nontransferable, worldwide right to access and use the Subscription Services during the Term, solely for Customer’s internal business operations. Avalara reserves all other rights. Customer shall not use any Subscription Services that are not set forth in a Sales Order signed by Customer and accepted by Avalara, except as otherwise provided in the Terms.
b) Customer’s Account. Avalara will enable an account for Customer to access the Subscription Services (“Account”). Customer shall designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users. Customer and its Authorized Users shall maintain the confidentiality of all usernames, passwords, access, and account information under their control. Except to the extent caused by Avalara’s breach of the Agreement, including its obligations under Section 10 (Confidential Information), Avalara is not responsible for unauthorized access to the Account. Customer shall contact Avalara promptly if (i) Customer reasonably believes that the Account has been compromised, including any loss, theft, or unauthorized access, use, or disclosure of Account information or (ii) Customer becomes aware of any other breach of security in relation to Customer’s Account information or Avalara’s Subscription Services that may have occurred or is reasonably likely to occur.
c) Customer’s Obligation to Review Data and Returns and to Configure the Subscription Service. Customer is responsible for (i) the accuracy and completeness of Customer’s initial and ongoing configuration and setup of the Subscription Services; (ii) ensuring that the Subscription Services are compatible with Customer’s business and systems requirements; (iii) the accuracy, quality, legality, completeness, and integrity of the Customer Data provided by Customer and the means by which Customer acquired it; (iv) the information Customer provides in connection with the Subscription Services, such as billing information and purchase orders (excluding Customer Data that is returned by the Subscription Services to Customer), is current, accurate, and complete; and (v) the provision, maintenance, and use of Customer’s hardware, network, internet connectivity, and software. Customer shall comply with the Acceptable Use Policy available at https://www.avalara.com/legal/acceptable-use, with all Documentation, and with all Applicable Laws. Customer shall ensure that the Authorized Users and Representatives of Customer comply with all of Customer’s obligations under the Agreement, and Customer shall be responsible for their acts and omissions relating to the Agreement as though they were those of Customer. In addition to all other obligations specified in these Terms, Customer shall carefully review all data input into the Subscription Service directly or imported from any other application, service, or site to ensure the accuracy and completeness of that data, including Documents and Returns. Customer shall also carefully review all Documents and Returns prior to filing to ensure the accuracy and completeness of that data. Ensuring that all such data is accurate and complete is solely Customer’s obligation, and Avalara makes no warranty regarding such accuracy and completeness. Customer shall also ensure that the Subscription Services are properly configured at all times for Customer’s specific circumstances, and it is solely Customer’s obligation to do so.
d) Rights Reserved by Avalara. Avalara reserves the right, in its sole discretion, to (a) revise the Content available through the Subscription Service; (b) impose rules for, limits on use of, or access to, the Subscription Service; (c) restrict Customer’s access to part, or all, of the Subscription Service without notice; (d) change, suspend, or discontinue any aspect of the Subscription Service; or (e) change pricing for the Subscription Service. Avalara will not be liable to Customer or to any third party for taking any of the actions listed in (a)-(e) above. Avalara may terminate Customer’s use of the Subscription Service at any time, if Avalara's underlying agreement with one or more GSP terminates for any or no reason, and Avalara is unable to provide the Subscription Services. In such case, Avalara will make best possible efforts to provide at least 30 days advance notice, however, failure to do so will not amount to breach of the Agreement by Avalara. If Avalara terminates Customer’s access to the Subscription Service for any reason other than Customer’s breach of these Terms, Customer’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for the Subscription Services that Customer had not yet used at the time of termination. If Avalara modifies these Terms, such modification will be effective for Customer’s use of the Subscription Service at the beginning of the next Subscription Term that begins at least 14 days after the date of the updated Terms. If Customer does not agree to such changed terms, Customer must contact Avalara to terminate use of the Subscription Services prior to the date that the updated Terms become effective for Customer.
e) Content. All material on the Subscription Service, including information, data, software, photographs, graphs, videos, text, graphics, music, sounds, compilations, and any other content (collectively, the “Content“) is the property of Avalara or its third party content suppliers and is protected by United States and international copyright and trademark laws. Customer shall use the Content solely for the uses specifically authorized on the Subscription Service and Customer will make no other use of it without Avalara’s express written permission. Avalara does not claim copyright for information provided by governmental agencies, but to the extent a compilation of that information was created by Avalara, Avalara owns the rights to that specific compilation.
f) Restrictions. Customer shall use the Subscription Services only as set forth in the Agreement and the Documentation, and not for the benefit of any third party. Customer shall not (i) reverse assemble, reverse engineer, decompile, or otherwise attempt to derive source code from any of the Avalara Technology; (ii) reproduce, modify, create, or prepare derivative works of any of the Avalara Technology or Documentation; (iii) distribute or display any of the Avalara Technology or Documentation other than to Customer’s Authorized Users; (iv) share, sell, rent, lease, or otherwise distribute access to the Subscription Services or use the Subscription Services to operate any timesharing, service bureau, or similar business; (v) alter, destroy, or otherwise remove any proprietary notices within the Avalara Technology or Documentation; or (vi) disclose the results of any benchmark tests to any third parties without Avalara’s prior written consent.
3) Term and Termination.
a) Agreement Term. The term of the Agreement (the “Term”) begins on the Effective Date of the Initial Subscription Term for the first Subscription Service purchased or used by Customer and ends on the date of termination or expiration of the final Subscription Term. The “Effective Date” is the Subscription Service activation date as specified on the Sales Order, or, if not specified, the date of signing of Sales Order.
b) Subscription Term. Customer may purchase subscriptions to one or more Subscription Services during the Term. The effective period (usually one year) of each subscription is a “Subscription Term” and, depending on the timing and agreed terms of the applicable Sales Order, those subscriptions may have different Subscription Terms. Each Initial Subscription Term begins on an Effective Date.
i) Initial Subscription Term. Customer’s initial Subscription Term for a Subscription Service (the “Initial Subscription Term”) is one year, which begins on the Effective Date and ends on the first anniversary of the Effective Date, unless the Sales Order specifies a different period.
ii) Automatic Renewal. At the end of the then-current Subscription Term, each subscription to a Subscription Service will automatically renew for an additional one-year period (a “Renewal Subscription Term”) unless (a) Customer provides written notice of non-renewal to Avalara on or before the expiration date of the then-current Initial Subscription Term or Renewal Subscription Term, or (b) Avalara provides written notice of non-renewal to Customer at least 30 days before such expiration date. Customers should submit notice of non-renewal or termination to firstname.lastname@example.org. Unless another payment method has been specified, Avalara will charge Customer’s payment information on file for the Subscription Service fees for the Renewal Subscription Term. If such payment is not processed for any reason, Avalara may suspend access to the Subscription Service until payment is made. Customer shall not access the Subscription Service except during a paid-up Subscription Term.
c) Termination for Breach or Cause. Either Party may terminate the Agreement or any affected Subscription Service by notice to the other Party (i) if the other Party materially breaches its obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of written notice of breach; or (ii) upon the other Party ceasing to operate in the ordinary course, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer includes the following: (1) Customer is unable to resolve any issue leading to suspension of Customer’s Subscription Services within 30 days following notice of suspension and (2) Customer’s use of the Subscription Services in violation of Applicable Law.
d) Consequences of Termination for Breach. If Customer terminates the Agreement or any Subscription Service as a result of Avalara’s material breach, then Avalara shall refund Customer a pro rata amount of any prepaid Subscription Service fees applicable to the unused portion of the Subscription Term of the terminated Subscription Service (excluding any activation or other one-time fees. If Avalara terminates the Agreement or any Subscription Service due to Customer’s material breach, Avalara shall not refund any amounts to Customer.
4) Usage and Fees.
a) Customer will pay all fees for the Subscription Services based on Customer’s subscription plan for each Subscription Service, as specified in the Sales Order, at the beginning of the applicable Subscription Term.
i) Customer’s subscription for Avalara India GST Returns includes the Returns specified on the Sales Order.
ii) Each e-way bill and each e-invoice generated will be counted as one Document. “Document” means any record, other than a Return, that is entered, uploaded, or otherwise recorded in the Subscription Service by Customer. Documents include, for example, e-way bills and e-invoices. Overages are calculated on a per-Document basis.
iii) If Customer’s usage exceeds the maximum described in the Sales Order, Avalara will invoice to Customer, and Customer shall pay, an overage fee for excess usage.
c) Subscription Plans. Customer’s subscription plan for the Subscription Service is specified in the applicable Sales Order. Customer may not reduce Customer’s commitment under the Subscription Service subscription plan specified in the Sales Order during a Subscription Term. Customer is not entitled to any refund of fees paid or relief from fees due if its use is less than anticipated, and Customer may not carry over any unused volume to Customer’s next Subscription Term. If Customer wishes to reduce the volume of a Subscription Service subscription plan, then Customer must notify Avalara before the start of the next Subscription Term for the Subscription Service; the reduction will be effective at the start of that next Subscription Term.
d) Annual Increases. Subscription Service fees are subject to annual increases to the level of then- current standard pricing, which will become effective beginning upon the first day of the next Subscription Term. Avalara will notify Customer of any increase at least 30 days prior to Customer’s renewal. Such notice may be in the form of an invoice or any other form of notice commonly used by Avalara to communicate with Customer. If Customer objects to the increase, then Customer may elect to not renew its order of Subscription Services. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or an additional Subscription Service and (ii) expiration of any discount or incentive programs to which Customer was previously entitled.
e) Taxes. Customer is responsible for any applicable sales, use, excise, value-added, or similar taxes, levies, or duties payable with respect to Customer's order of Subscription Services assessable by any local, state, central, or foreign jurisdiction. Unless expressly specified otherwise in any Sales Order, all fees, rates, and estimates exclude such taxes, levies, and duties. Avalara is responsible only for taxes based on Avalara's net income, assets, payroll, property, and employees.
5) Privacy and Security.
b) Aggregate Data. Avalara may create, generate, and use Aggregate Data for any lawful purpose. “Aggregate Data” means de-identified and anonymized sets of data derived from the data of multiple Avalara customers (including Customer Data) for the purpose of expressing that information in summary form (for example, price index numbers are aggregated, in contrast to the price of a single commodity). Aggregate Data does not include any Personal Information relating to Customer, Customer’s clients, Authorized Users or customers, or other information that could reasonably identify a natural person or Customer.
c) Protection of Customer Data, Personal Information, and Confidential Information. Each Party is responsible for complying with Applicable Laws applicable to it, including applicable data protection legal requirements, for the purposes of the Agreement. Avalara shall implement and maintain commercially reasonable technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to, or publication of Customer Data, Confidential Information, or Personal Information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Customer’s compliance with its obligations for data security and response to individual data subject requests with respect to Personal Information in Avalara’s possession or control, to the extent require by Applicable Law. The Agreement and the Documentation are Customer’s instructions for processing Customer Data, and Avalara shall not process Customer Data for any other purpose. Avalara may use subcontractors, including one or more GST Suvidha Providers (“GSP”) to facilitate Avalara’s obligations under the Agreement.
d) CCPA Service Provider. If Avalara processes Customer Data on behalf of Customer for the provision of the Subscription Services, the Parties acknowledge and agree that Avalara is a "Service Provider" as defined in the CCPA, and Customer Data may include personal information, as that term is defined by the CCPA ("CCPA Personal Information"). Avalara does not sell CCPA Personal Information. When Avalara processes CCPA Personal Information for or on behalf of Customer, Avalara collects, retains, uses, and discloses such CCPA Personal Information solely for the permitted purposes described in the Agreement, and for no other commercial purpose. Avalara certifies that it understands and will comply with the restrictions set forth in this Section 5(d) (CCPA Service Provider).
e) Data Processing Addendum. To the extent that Avalara processes any Customer Personal Data (as defined in the Avalara Data Processing Addendum, which is incorporated by this reference and is located at https://www.avalara.com/GDPR-DPA (the "DPA")) and (i) the Customer Personal Data relates to individuals in the EEA or the United Kingdom, or (ii) the Customer is established in the EEA or the United Kingdom, the Customer agrees that Avalara does so as a processor only and the Parties agreed to comply with the DPA.
7) Account Password and Security. The Subscription Service requires Customer to open an account with the Subscription Service, and Customer must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. In addition to entering relevant account information, Customer will be asked to choose a password and a username. Customer is solely responsible for maintaining the confidentiality of the password, username, and other account information. Furthermore, Customer is solely responsible for all activities that occur under its account, whether authorized or not. Avalara will not be liable for any loss or damages that Customer may incur as a result of the use by any party, authorized or otherwise, of Customer’s password or account. Customer shall notify Avalara immediately of any unauthorized use of the account or any other breach of security.
8) No Unlawful or Prohibited Use. Customer shall not use the Subscription Service for any purpose that is unlawful or prohibited by these Terms. This prohibition includes, but is not limited to, using the Subscription Service in a manner that could damage, disable, overburden, or impair any Avalara server, or the networks connected to any Avalara server, or interfere with any other party’s use and enjoyment of any of the Subscription Service. Customer shall not attempt to gain unauthorized access to the Subscription Service, other accounts, computer systems, or networks connected to Avalara through hacking, password mining, or any other means. Customer shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Subscription Service. Customer shall not use the Subscription Service to, nor permit any third party to: (a) promote Customer’s offerings or services (commercial or otherwise); (b) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others or publish, post, upload, or distribute any information that would result in the same; (c) download, upload, or otherwise make available materials, software, or information that is not legally Customer’s and without permission of the intellectual property rights owner or (d) impersonate someone else or falsely represent Customer’s identity or qualification, or to breach another’s privacy.
9) No Professional Tax Opinion and Advice. Customer acknowledges that Avalara does not provide professional tax opinions or tax management advice specific to the facts and circumstances of Customer’s business and that Customer’s use of the Subscription Service or the Content does not create any fiduciary obligations on the part of Avalara to Customer. Although Avalara strives to ensure that data and information contained in the Subscription Service are current and accurate, Avalara is dependent on third parties, including, but not limited to, state and local governmental agencies, to timely update and provide information that affect such data and information. AS SUCH, CUSTOMER AGREES THAT IT USES AND RELIES UPON THE CONTENT AND SUBSCRIPTION SERVICE AT ITS OWN RISK AND ACKNOWLEDGES THAT AVALARA CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SUBSCRIPTION SERVICE IS ACCURATE OR CURRENT. In addition, due to rapidly changing tax rates and regulations that require interpretation by qualified tax professionals, Customer bears full responsibility to determine the applicability of the output generated by the Subscription Service and to confirm its accuracy. Customer shall conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
10) Confidential Information.
a) “Confidential Information” means all information designated by a Party as confidential, or given the circumstances, would reasonably be understood by the receiving Party to be confidential, and that is disclosed by either Party to the other Party, regardless of the form of disclosure.
b) Exclusions. Confidential Information does not include information that the receiving Party can establish: (i) (except with respect to Personal Information) is publicly available without the receiving Party’s breach of any obligation owed to the disclosing Party; (ii) has been rightfully received by the receiving Party from a third party without confidentiality restrictions; (iii) is known to the receiving Party without any restriction as to use or disclosure prior to first receipt by the receiving Party from the disclosing Party; or (iv) has been independently developed by the receiving Party without use of or reference to the disclosing Party’s Confidential Information.
c) Restrictions on Use and Disclosure. The receiving Party shall hold Confidential Information in strict confidence and shall not directly or indirectly disclose Confidential Information to third parties except required under the law or as permitted by the Agreement. The receiving Party shall protect Confidential Information from unauthorized access and disclosure using the same degree of care, but in no event less than a reasonable standard of care, that it uses to protect its own Confidential Information and refrain from reverse engineering, decompiling or disassembling any Confidential Information.
11) Disclaimer of Warranties and Limitation of Liability. THE SUBSCRIPTION SERVICE AND THE CONTENT ARE MADE AVAILABLE TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AVALARA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AVALARA SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT (A) ANY GOVERNMENTAL INFORMATION (INCLUDING, BUT NOT LIMITED TO, INFORMATION REGARDING TAX RATES OR THE APPLICABILITY OF CERTAIN TAXES), OR (B) ANY INFORMATION IMPORTED FROM ANY OTHER APPLICATION, SITE, OR SERVICE IS ACCURATE, CURRENT, OR APPLICABLE TO CUSTOMER OR ITS BUSINESS. THE REMEDIES DESCRIBED IN THIS SECTION ARE CUSTOMER’S ONLY REMEDIES FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM. AVALARA’S TOTAL LIABILITY ARISING OUT OF THE SUBSCRIPTION SERVICE, WHETHER ON WARRANTIES, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY CUSTOMER TO ACCESS THE SUBSCRIPTION SERVICES DURING TWELVE-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, AND AVALARA SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
12) Links to Third Party Sites or Services. Avalara is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Avalara’s website or the Subscription Services. Certain links on the Subscription Service may take Customer to third-party websites or services. Avalara provides these links only as a convenience and the use by Avalara of such links does not imply any warrant or endorsement of the third party, its products, services, or its sites.
13) Applicable Law, Jurisdiction, Venue. The laws of the State of Washington will govern these Terms and use of the Subscription Service, without regard to any conflict of laws provisions that would result in the application of the laws of any other forum. In the event of any dispute relating to or arising out of the Subscription Service, the Content, or the Agreement, both Customer and Avalara agree to personal jurisdiction in, and exclusive venue of, the state and federal courts located in King County, Washington.