AVALARA EXCISE SUPPLEMENTAL TERMS
Effective as of January 25, 2018
These Avalara Excise Supplemental Terms (“Excise Terms”) govern Customer’s use of the Avalara Excise Services. These Excise Terms are in addition to, and incorporate by reference, the Avalara Terms and Conditions available at https://www.avalara.com/terms (the “Terms”). Any capitalized terms used in these Excise Terms and not defined have the meanings given in the Terms.
“AvaTax Excise” means the Service for excise tax calculation.
“AvaTax Excise with Sales and Use” means the Service for excise, sales, and use tax calculation.
“Avalara Returns Excise” means the Service that provides signature-ready excise tax returns.
“Excise Return” means all the excise tax returns, forms, schedules, and other filings for a return code listed in the Order Document during the applicable Subscription Term, including filings for Affiliates.
“Excise Services” in these Excise Terms means the Services for AvaTax Excise, AvaTax Excise with Sales and Use, and Avalara Returns Excise.
2. Trial Period. The Trial Period set forth in the Terms does not apply to Excise Services.
a. Customer Responsibilities.
i. Customer is responsible for system configuration unless otherwise provided in an Order Document. Customer shall perform the tasks and provide the items and resources related to system configuration that Avalara may reasonably request. Any delays by Customer may result in delays in system configuration, which could result in penalties, fines, or other sanctions imposed by a taxing or similar authority. Avalara may extend its performance time commensurate with any Customer delay.
ii. If Customer purchases Avalara Returns Excise, the Service will generate Excise Returns for Customer’s review and filing. Customer retains sole responsibility and liability for the accurate preparation and timely filing of the Excise Returns.
b. Avalara’s Responsibilities. In addition to responsibilities provided elsewhere in the Agreement, Avalara will use commercially reasonable efforts to make the Excise Services available 24 hours a day, seven days a week, except for planned downtime, of which Avalara will give users at least 24 hours’ written notice via a banner or message within the system. Avalara will schedule planned downtime to the extent practicable during the hours from 6:00 p.m. to 3:00 a.m., Pacific Time.
c. Use of the Service by Customer’s Affiliates. Customer may use the Excise Services to process the activities of Customer’s Affiliates. Customer is responsible for Customer’s Affiliates with respect to all interactions among Customer, Customer’s Affiliates and Avalara in connection with this Agreement, and Customer represents that it has the authority to act on its Affiliates’ behalf. Avalara will invoice Customer not its Affiliates for the Services used and Customer shall pay all invoices to Avalara. Only Customer and not its Affiliates may request technical support with respect to Excise Services, unless otherwise agreed in writing. Avalara may directly enforce these Excise Terms against any of Customer’s Affiliates, or Customer, or both, in Avalara’s sole discretion. Customer is liable for the acts and omissions of Affiliates.
4. Avalara Returns Excise Fees. Avalara will provide Customer use of Avalara Returns Excise for the Excise Returns identified in the Order Document.
5. AvaTax Excise and AvaTax Excise with Sales and Use Services.
a. Document Calculations.
i. Documents. Fees for usage of AvaTax Excise and AvaTax Excise with Sales and Use are based on the number of Documents recorded or altered in the Service by Customer. A “Document” is any record that is entered, uploaded, or otherwise recorded in AvaTax Excise and AvaTax Excise with Sales and Use by Customer. Documents include, for example, unique sales invoices, purchase invoices, inventory transfer invoices, return invoices, and committed e-commerce shopping carts. Each such record will count as one “Document” for purposes of calculating usage of AvaTax Excise and AvaTax Excise with Sales and Use, as will each subsequent alteration of the record. All such records will be considered Documents, regardless of the tax result generated by AvaTax Excise and AvaTax Excise with Sales and Use, except for records on which no tax is calculated solely because the Customer has configured the Service to not calculate tax on transactions in the jurisdiction of the destination address included on the record.
ii. Alternate Document Calculations. In the situations described below, Avalara may use one of the following alternate calculations of Document usage to better capture Customer’s use of AvaTax Excise and AvaTax Excise with Sales and Use:
1) If Customer does not uniquely identify all Documents (as defined above) to the Service in any billing month, the following calculations will be used to determine Document usage during that month:
a) Every 10 API calls to the excise tax calculation service will count as one Document; and
b) Every 100 invoice lines sent to the excise tax calculation service will count as one Document.
2) If Customer does uniquely identify Documents to AvaTax Excise and AvaTax Excise with Sales and Use in a billing month, but usage of the AvaTax Excise and AvaTax Excise with Sales and Use APIs or the number of invoice lines submitted significantly exceeds ordinary usage in that month, the following calculations may be used to determine “Document” usage during that month:
a) Every 20 API calls to the excise tax calculation service will count as one Document; and
b) Every 200 invoice lines sent to the excise tax calculation service will count as one Document.
c) Every Document submitted.
The calculation in this subsection(2) will be made at the end of each calendar month, and the number of Documents counted against the subscription will be the sum of paragraphs (2)(a) – (c) above.
b. Fees. Fees are based on the number of jurisdictions provided by Customer and the Document tier selected. Avalara will provide Customer use of AvaTax Excise and AvaTax Excise with Sales and Use for the jurisdictions and at the Document tier set forth in the Order Document.
c. Automatic Upgrades and Overages. If applicable, Customers may choose one of two options if Customer exceeds the number of Documents set forth in its Order Document: either payment of a per-Document overage charge or automatic upgrade to the next highest Document tier. At any time prior to exceeding the purchased number of Documents, Customer may change the selected option.
6. Term and Termination.
a. Service Term. The Initial Subscription Term for each Excise Service will commence upon the Effective Date and will continue for a period of five years unless earlier terminated in accordance with the Terms. The Agreement will automatically renew for additional one-year Renewal Subscription Terms unless Customer provides at least 30 days’ written notice of its intention not to renew this Agreement prior to the expiration of a Subscription Term.
b. Data Export. By default, AvaTax Excise and AvaTax Excise with Sales and Use do not store transaction data (“Document Data”). Customer may opt to store up to 30 days of Document Data in Avalara’s systems. Avalara Returns Excise stores up to ten years of Customer Data. Upon a request from Customer received no later than 60 days after termination of an Excise Service subscription, Avalara will provide Customer with an export file of the Document Data, if any, and any other Customer Data stored on Avalara’s systems in a commonly-used format reasonably determined by Avalara. Avalara may charge a fee to provide Customer with an export file of the Document Data and Customer Data stored on Avalara’s systems.
a. Annual Billing. Avalara will invoice and Customer shall pay any annual fees at the beginning of each 12-month period beginning with the Effective Date.
b. Annual Increases. Following the first anniversary of the Effective Date of the Initial Subscription Term, Avalara may increase one or more of its fees once each 12-month period. During the Initial Subscription Term, that increase will be no more than 5% of the current fee. Avalara will notify Customer of any increase at least 30 days prior to Avalara implementing the fee increase. Such notice may be in the form of an invoice or any other form of notice commonly used by Avalara to communicate with Customer. For clarification, if Customer upgrades or adds a new Service or Professional Service at any time during any Subscription Term, the additional amount due to Avalara for that upgrade or additional Service is not a “fee increase” for purposes of this Section.