Avalara VAT Supplemental Terms

Updated July 11, 2017

These Avalara VAT Supplemental Terms (“VAT Terms”) govern Customer’s access to and use of Avalara’s VAT Reporting solution for creating and electronically filing VAT returns and other indirect compliance reports (“VAT Reporting”), Avalara’s VAT Expert solution for identifying the appropriate treatment for VAT transactions (“VAT Expert”), and Avalara’s other solutions relating to value-added and indirect tax (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/eu-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.

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 for Avalara to calculate applicable VAT rates, complete a VAT return, or otherwise provide 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.

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

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

b. Inapplicable Provisions of the Terms. The following provisions of the Terms do not apply to VAT Reporting: Section 3 (Transaction Calculations); Section 4 (Accuracy Guarantee); Section 7(d) (Trial Period); and Section 8(b) (Automatic Upgrades and Overages).

  1. VAT EXPERT. The terms in this Section 3 apply to VAT Expert.

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

b. Inapplicable Provisions of the Terms. The following provisions of the Terms do not apply to VAT Expert: Section 3 (Transaction Calculations); Section 4 (Accuracy Guarantee); Section 7(d) (Trial Period); and Section 8(b) (Automatic Upgrades and Overages).

  1. 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:

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

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

c. 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, and whether a version of Hosted Software or Documentation released by Avalara is an Update or an Upgrade, 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.

d. Provisions Inapplicable to Hosted Software. Section 2(c)(i) (relating to uptime statistics and status updates) of the Terms does not apply to the Services accessed through Hosted Software.

  1. AUDIT; EXCESS USE. Customer will be responsible for any use of the VAT Services in excess of the limitations 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, including prior to the renewal of a Subscription Term. Without limiting the generality of the foregoing, Customer agrees that (a) upon Avalara’s request, Customer will promptly provide to Avalara 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 Hosted Software, Avalara may generate such a report without notice to Customer. Customer will pay the applicable fees associated with any use by Customer in excess of the limitations specified in the Order Form, upon receipt of an invoice from Avalara.