Avalara VAT Supplemental Terms

Updated January 8, 2019

These Avalara VAT Supplemental Terms (“VAT Terms”) govern Customer’s access to and use of Avalara’s solutions relating to value added and indirect tax (“VAT”), including but not limited to Avalara’s VAT Reporting solution for creating and electronically filing VAT returns and other indirect compliance reports (“VAT Reporting”), Avalara’s VAT Engine solution for determining VAT rates (“VAT Engine”), and Avalara’s VAT Expert solution for identifying the appropriate treatment for VAT transactions (“VAT Expert”) (collectively “VAT Services”). These VAT Terms are in addition to and incorporate by reference the Avalara Service Terms and Conditions available at www.avalara.com/terms (the “Terms”). Any capitalized terms used and not defined in these VAT Terms have the meaning given in the Terms.

  1. ORDER FORM; CUSTOMER RESPONSIBILITIES.

  2. a. Order Form. The specific VAT Services purchased by Customer, the scope of the VAT Services, and associated fees will be specified on the Order Document.

    b. Customer Tax Requirements; Tax Data. Customer is solely responsible for (i) any analysis of Customer’s VAT-related tax requirements; (ii) the accuracy and completeness of all Customer Data necessary to determine VAT rates, complete a VAT return, or otherwise provide or use the VAT Services (such Customer Data, the “Tax Data”); (iii) confirming the accuracy and completeness of any results of the VAT Services; and (iv) properly setting up, configuring, and maintaining its tax profile and correctly classifying items it sells. Avalara does not audit, validate, or verify Tax Data. Customer will cooperate with any requests from Avalara for additional Tax Data, or with any other reasonable requests related to the VAT Services.

  3. VAT REPORTING. The terms in this Section 2 apply to VAT Reporting.

  4. a. Pricing. Customers will pay an annual subscription fee for VAT Reporting consisting of (i) a base service fee; (ii) a service fee based on the number of unique VAT registrations for which Customer files VAT returns (which may be referred to as the “registration module”); and (iii) a service fee based on the number of unique countries in which Customer files VAT returns (which may be referred to as the “country module”).

    b. Effective Date. The Effective Date of a new VAT Reporting subscription is the date on which Avalara confirms the completion of the Avalara Professional Services implementation associated with such VAT Reporting subscription.

  5. VAT ENGINE. The terms in this Section 3 apply to VAT Engine.

  6. a. Effective Date. The Effective Date of a new VAT Engine subscription is the date on which Avalara confirms the completion of the Avalara Professional Services implementation associated with such VAT Engine subscription.

    b. Pricing. Customers will pay an annual subscription fee for VAT Engine based on the number of VAT Documents used in VAT Engine by Customer.

    c. VAT Document Definition. A “VAT Document” is any record that is entered, uploaded, or otherwise recorded in VAT Engine by Customer. Documents include, for example, sales invoices, purchase invoices, and credit notes. Each such record will count as one VAT Document for purposes of calculating usage of VAT Engine, as will each subsequent alteration of the record.

    d. Upgrades and Overages. If Customer exceeds the number of VAT Documents set forth in its Order Document, Customer may choose one of two options: payment of a per-VAT Document overage charge or upgrade to the next highest subscription tier. At any time prior to exceeding the purchased number of VAT Documents, Customer may change the selected option. The default choice is the upgrade option. Overage fees will be charged at the rate specified in the Order Document, and in any Renewal Subscription Term, Avalara’s then-current overage rates will apply.

  7. VAT EXPERT. The terms in this Section 4 apply to VAT Expert.

  8. a. Pricing. Customer will pay an annual subscription fee for VAT Expert based on the number of Authorized Users.

  9. HOSTED SOFTWARE. If Customer accesses and uses VAT Services through a dedicated software instance for Customer only that is hosted by Avalara through a third-party service (the “Hosted Software”), the following terms apply:

  10. a. Services. For the avoidance of doubt, Customer’s access and use through the Hosted Software of the VAT Services constitutes “Services” under the Terms.

    b. Hosting Services Fee. In addition to the fees for the applicable VAT Service described above, Customer will be charged a fee for hosting services.

    c. Remote Access. Avalara may change the method by which Authorized Users access the VAT Services in the hosted environment, with advance notice to Customer.

    d. Updates and Upgrades. Avalara may from time to time release versions of the Hosted Software and the Documentation that include updates, modifications, and corrections (“Updates”), or new versions or releases that include significant function and feature enhancements (“Upgrades”). Updates and Upgrades may include, without limitation, updates to tax rates and forms, other modifications reflecting changes in laws or regulations, virus updates, security patches, bug fixes, error corrections, other maintenance releases, or function or feature modifications or enhancements. The determination of whether and when to release Updates or Upgrades will be made by Avalara in its sole discretion. Customer agrees that Avalara may apply such Updates and Upgrades to the Hosted Software at any time without advance notice to Customer, provided that Avalara will notify Customer by email or on Customer’s console after applying an Update or Upgrade.

  11. INAPPLICABLE PROVISIONS OF THE TERMS. The following provisions of the Terms do not apply to VAT Services:

    • The section of the Terms entitled Trial Period (except with respect to VAT Expert); and 
    • The section of the Terms entitled Automatic Upgrades and Overages. 
       
  12. The obligations of Avalara relating to Services that Avalara delivers on a software as a service (“SaaS”) basis and to uptime statistics, status updates, and Service availability, in each case contained in the section of the Terms entitled Avalara’s Responsibilities, do not apply to VAT Services that Avalara delivers other than on a SaaS basis; provided that such obligations relating to Service availability apply to VAT Services that are accessed through Hosted Software.

  13. AUDIT; EXCESS USE. Customer will be responsible for any use of the VAT Services in excess of the amounts specified in the applicable Order Form, and will cooperate with Avalara to ensure that Avalara is properly compensated for any excess use. Avalara has the right to audit Customer’s use of the VAT Services, both during the Subscription Term and upon renewal of a Subscription Term. Without limiting the generality of the foregoing, Customer agrees that (a) in the case of VAT Services provided by Avalara other than on a SaaS or Hosted Software basis, upon Avalara’s request, Customer will promptly provide to Avalara such information as Avalara may reasonably request with respect to Customer’s usage of the VAT Service, including if applicable a report generated from the applicable VAT Service detailing Customer’s usage over the period specified by Avalara in its request; and (b) in the case of VAT Services provided by Avalara on a SaaS or Hosted Software basis, Avalara may generate such a report without notice to Customer. Customer will pay the applicable fees associated with any excess use upon receipt of an invoice from Avalara.