Avalara VAT Compliance Service
Terms and Conditions
Last Updated May 1, 2018
These Avalara VAT Compliance Terms and Conditions (these “Terms”) constitute a binding agreement between Avalara Europe Ltd. (“Avalara”) and the person or entity who purchases the Service and its agents (“Merchant”) (each, a “Party”) under which Avalara provides Merchant access to Avalara’s VAT Compliance Service (the “Service”). By accessing, purchasing, or using the Service, Merchant agrees to be bound by these Terms and all terms or documents incorporated by reference. If Merchant does not agree to all of these Terms, it must not access or use the Service.
1. VAT Compliance Service.
a. Access to the Service. Avalara grants Merchant a nonexclusive, nontransferable, worldwide right to access and use the Service during the Term, solely for Merchant’s internal business operations. Avalara reserves all other rights, including, but not limited to, those specified below. By purchasing access to the Service or otherwise using the Service, Merchant agrees to pay the applicable service fees for the Service and use the Service in compliance with these Terms and any documentation or policies provided by Avalara that are applicable to the Service.
c. Rights Reserved by Avalara. Avalara reserves the right, in its sole discretion, to (a) revise the Content available through the Service; (b) revise the specific service elements provided through the Service; (c) impose rules for, limits on use of, or access to, the Service; (c) change, suspend, or discontinue any aspect of the Service; or (e) change pricing for the Service, provided that, if such changes materially affect Merchant’s use or cost of the Service, the changes will be effective for Merchant at the beginning of the next Renewal Merchant Term. Avalara may suspend Merchant’s use of the Service at any time, and without prior notice, if Merchant breaches these Terms or uses the Service in a manner that threatens the integrity of the Service or that impairs the use of the Service by other Avalara customers. In the event that Avalara terminates Merchant’s access to the Service for any reason other than Merchant’s breach of these Terms, Merchant’s sole remedy for such termination will be the refund of the pro-rata amount (if any) of any prepaid amounts for Service that Merchant had not yet used at the time of termination. In the event that Avalara modifies these Terms, such modification will be effective for Merchant’s use of the Service at the beginning of the next Renewal Merchant Term that begins at least 30 days after the date of the updated Terms.
2. Term. The term of the agreement between Avalara and Merchant (the “Term”) begins on the date that Merchant first enrolls in the Service and ends on the last day of the final Transaction Period purchased by Merchant. The Term will consist of one or more “Transaction Periods”, which are one-year time periods during which Avalara will provide the Service with respect to a particular country. Multiple Transaction Periods may run concurrently for multiple countries, with the beginning and end date of such Transaction Periods determined by the date that Merchant first enrolled in the Service for the applicable country. Merchant’s initial obligation (the “Initial Merchant Term”) for any country enrolled in will be three consecutive Transaction Periods. No later than 90 days prior to the end of the then-current Initial Merchant Term or Renewal Merchant Term, Avalara will provide Merchant with the option to renew for an additional Transaction Period (each a “Renewal Merchant Term”) or terminate the Service for the applicable country.
3. Fees. Fees for use of the Service depend on the specific element(s) of the Service purchased by Merchant. If Merchant purchases the Service directly from Avalara, Avalara will bill Merchant directly for the applicable fees during the Initial Merchant Term and any Renewal Merchant Terms. If Merchant purchases the Service from Amazon, Inc. or its affiliates (“Amazon”), Merchant will pay Amazon directly. Fees for filing and registration obligations will be set forth in the applicable invoice, sales order, or other ordering documentation, and will be based on the number of Transactions. A “Transaction” is the filing and registration obligations in one Transaction Period for one country (for example, if Merchant registers and files in four countries for one Transaction Period, it would be billed for four Transactions). Fees for other ancillary services, if any, will be set forth on the applicable invoice, sales order, or other ordering documentation.
4. Content. Avalara does not grant Merchant license, express or implied, to any Avalara intellectual property except as specifically authorized by these Terms. All material on the 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 applicable copyright and trademark laws. Merchant shall use the Content solely for the uses specifically authorized on the Service and Merchant will make no other use of it without Avalara’s express written permission. Except as specifically authorized, Merchant shall not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit the Content. The Content is not for resale. Merchant shall not delete or alter any proprietary rights or attribution notices in the Content. 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.
6. Account. The Service requires Merchant to open an account with the Service, and Merchant must complete the registration process by providing current, complete, and accurate information as prompted by the applicable registration form. Depending on the specific elements of the Service purchased by Merchant, Merchant may access the system that provides the Service directly, or Avalara personnel may do so on Merchant’s behalf. If Merchant does access the system directly, such access will be enabled through the use of Merchant’s Amazon log-in information and/or through other log-in information provided by Avalara. Merchant is solely responsible for maintaining the confidentiality of such log-in information, and Merchant is solely responsible for all activities that occur under its account using the log-in information, whether authorized or not. Avalara will not be liable for any loss or damages that Merchant may incur as a result of the use by any party, authorized or otherwise, of Merchant’s password or account. Merchant shall notify Avalara immediately of any unauthorized use of the account or any other breach of security.
7. No Unlawful or Prohibited Use. Merchant shall not use the Service for any purpose that is unlawful or prohibited by these Terms. This prohibition includes, but is not limited to, using the 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 Service. Merchant shall not attempt to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to Avalara through hacking, password mining, or any other means. Merchant shall not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service. Merchant shall not use the Service to, nor permit any third party to: (a) promote Merchant’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 Merchant’s and without permission of the intellectual property rights owner or (d) impersonate someone else or falsely represent Merchant’s identity or qualification, or to breach another’s privacy.
8. No Professional Tax Opinion and Advice. Merchant acknowledges that Avalara does not provide professional tax opinions or tax management advice specific to the facts and circumstances of Merchant’s business and that Merchant’s use of the Service or the Content does not create any fiduciary obligations on the part of Avalara to Merchant. Although Avalara strives to ensure that data and information contained in the 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, MERCHANT AGREES THAT IT USES AND RELIES UPON THE CONTENT AND SERVICE AT ITS OWN RISK AND ACKNOWLEDGES THAT AVALARA CANNOT GUARANTEE THAT ANY DATA AND INFORMATION CONTAINED IN THE SERVICE IS ACCURATE OR CURRENT. In addition, due to rapidly changing tax rates and regulations that require interpretation by qualified tax professionals, Merchant bears full responsibility to determine the applicability of the output generated by the Service and to confirm its accuracy. Merchant shall conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
9. Disclaimer of Warranties and Limitation of Liability. THE SERVICE AND THE CONTENT ARE MADE AVAILABLE TO MERCHANT ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. 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 MERCHANT OR ITS BUSINESS. THE REMEDIES DESCRIBED IN THIS SECTION ARE MERCHANT’S ONLY REMEDIES FOR ANY BREACH OF WARRANTY OR ANY OTHER CLAIM. AVALARA’S TOTAL LIABILITY ARISING OUT OF THE SERVICE, WHETHER ON WARRANTIES, CLAIM OF NEGLIGENCE, OR OTHERWISE, SHALL NOT IN ANY CASE EXCEED THE COST PAID BY MERCHANT TO ACCESS THE SERVICE DURING TWELVE-MONTH PERIOD PRECEDING THE EVENTS GIVING RISE TO THE CLAIM, AND AVALARA SHALL NOT BE LIABLE TO MERCHANT OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES.
10. Protection of Merchant Data, Personal Information, and Confidential Information. Avalara shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to or publication of Merchant’s data, confidential information, or personal information. Avalara shall implement processes and maintain procedures designed to comply with Applicable Laws and shall facilitate Merchant’s data security obligations with respect to personal information in Avalara’s possession or control to the extent that Merchant is required to comply with the following: (i) the U.K. Data Protection Act 1998; (ii) Directive 95/46/EC of the European Parliament and of the Council and any applicable laws enacted by an EU member state implementing the requirements of the Directive; (iii) the Australian Privacy Act 1988 and National Privacy Principles; (iv) the Canadian Personal Information Protection and Electronic Documents Act; and (v) any amendments and successors to the aforementioned privacy laws, or any newly enacted applicable laws regarding privacy. Avalara may use subcontractors to facilitate its obligations under the Agreement. Avalara shall use commercially reasonable measures to ensure that each subcontractor implements and complies with reasonable security measures in handling any Merchant’s data, personal information, or confidential information.
11. General Data Protection Regulation. As of May 25, 2018, Avalara shall facilitate Merchant’s compliance with the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council (“GDPR”) with respect to the exercise of individual data subjects’ rights. The Terms and the documentation are Merchant’s instructions for processing Merchant data, and Avalara shall not process Merchant data for any other purpose. Avalara will respond to commercially reasonable requests for information to demonstrate its compliance with the obligations referred to in Article 28 of the GDPR to the extent that it would not violate Avalara’s obligations to its customers. Upon termination of the Agreement, Merchant may instruct Avalara to return or delete personal information contained in the Merchant data. GDPR related requests must be directed to firstname.lastname@example.org.
12. Entire Agreement. These Terms, along with the applicable invoice, sales order, or other ordering documentation for the Service purchased, constitutes the entire agreement and understanding between Avalara and Merchant with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto.
13. Applicable Law, Jurisdiction, Venue. This Agreement will be governed by and construed in accordance with English law and each party irrevocably submits to the exclusive jurisdiction of the English courts.