JAGGAER GLOBAL EINVOICING COMPLIANCE

ADDITIONAL TERMS AND CONDITIONS

EFFECTIVE DATE: 26 April 2021

Your use of JAGGAER Global eInvoice Compliance is subject to these additional terms and conditions (“eInvoicing Compliance Terms”). These eInvoicing Compliance Terms are between JAGGAER, LLC and its subsidiaries (“JAGGAER” or “we”) and Client (as defined in the applicable Purchase Document) (“you” or “your”). By using the JAGGAER platform to process your eInvoices, you are authorizing JAGGAER and/or its appointed third-party provider (“eInvoicing Partner”) to access Client Data for the performance of the services under the Agreement.

 

  1. Electronic invoicing authorizations

These eInvoicing Compliance Terms act as an authorization for the outsourced validation and archiving of electronic invoices and, where relevant, associated data by JAGGAER on your behalf.  This authorization has been formulated for tax compliance purposes.

As a buyer receiving invoices electronically from suppliers who are using JAGGAER’s eInvoicing solution (“eInvoicing”) in jurisdictions where applicable legislation explicitly permits the use of electronic invoices as legal original invoices for tax compliance purposes, the following terms and conditions apply to you as a condition to eInvoicing:

You authorize JAGGAER and/or its eInvoicing Partner to provide outsourced eInvoicing functionality to you, including the following:

1.1  Validation of electronic signatures and seals on behalf of buyer organizations prior to sending or otherwise making the electronic invoice available to you. Validation will be performed as a separate process step and will include a cryptographic check, as well as obtaining or re-using valid revocation status information from the issuing certification authority. The revocation status information is sent or otherwise made available to you within the JAGGAER platform together with the electronic invoice. All other activities that are required for you to comply with your obligations in relation to receiving invoices under applicable law remain your responsibility.
1.2  Legal delivery of validated invoices to the buyer organizations named in such invoices through the JAGGAER platform.
1.3   Storage on buyer’s behalf of electronic invoice(s) received from suppliers via the JAGGAER platform, including where relevant its electronic signature(s) and/or associated data in the form of attachments; and to disclose or deliver such data or any item thereof in accordance with buyer’s instructions.

2. Notifications

You shall notify JAGGAER promptly if you have not yet received or been given access to a version of the original eInvoice issued by your supplier or if there are apparent errors in an eInvoice.

3. Tax Compliance and Responsibility

You acknowledge and agree that:

3.1 You will receive and accept invoices in electronic form from suppliers which you designate with the legal type “electronic”, and to treat these electronic invoices as originals for tax purposes, but the parties reserve the right by this or a separate agreement to specify transactions for which they will use paper invoices or credit notes as originals for tax purposes.
3.2 These terms and conditions do not release you from your obligations under applicable laws towards the competent tax authorities for the invoice and its Value Added Tax (“VAT”) and other tax implications. Among other things, you remain fully responsible for, where relevant, reporting and paying VAT and other applicable taxes as though the invoice was received directly by you.
3.3 You remain fully responsible for the data submitted in the JAGGAER platform and solutions being complete and correct.
3.4 You remain fully responsible for all other aspects of the eInvoicing process that are not the subject of the foregoing eInvoicing authorization.
3.5 You will notify JAGGAER of any changes in information pertaining to you that may be relevant to the validity of the foregoing eInvoicing authorization or to the correct validation, delivery or storage of your eInvoices by JAGGAER and/or eInvoicing Partner.

For the avoidance of doubt, the foregoing eInvoicing authorizations do not authorize JAGGAER and/or any eInvoicing Partner to act in your name and on your behalf.

On your request, subject to reasonable prior notice, JAGGAER will provide the tax authorities and customs and excise authorities in the countries that are relevant to applicable buyer access to JAGGAER invoicing and data stored in the legal archive in relation to that buyer for the purposes of conducting tax and/or customs and excise audits.

You acknowledge that, notwithstanding any other term or condition, JAGGAER may grant the tax authorities access to relevant data in the event that any such tax authority requires access pursuant to appropriate lawful authority.  JAGGAER shall, if possible, provide buyer with notice of any such request as soon as reasonably practicable following JAGGAER becoming aware of the request prior to granting such access. JAGGAER shall have no liability to you, buyer or to other Authorized Users in the event that any such access is granted to tax authorities.

You are solely responsible for: (a) maintaining any and all applicable indirect tax registrations, and other statutory filings, current with all appropriate governmental authorities; (b) remitting, reporting, accounting for and reclaiming taxes in accordance with all relevant requirements; and (c) retaining and storing all digitally-signed human-readable invoice documents submitted to JAGGAER where required by applicable law.

Youare responsible for maintaining all current VAT registration numbers in yourrespective buyer organization default addresses.

4. Service discontinuation

The foregoing eInvoicing authorizations described in these eInvoicing Compliance Terms shall continue to apply upon  renewal of the applicable Purchase Document and are revoked at the termination or expiration of the Agreement. In case the relationship between buyer and JAGGAER is discontinued or modified for whatever reason in such a manner as to undermine, or potentially undermine, appropriate tax audit access to your original invoice, JAGGAER andClient agree to cooperate with one another to ensure that the original invoices kept in the JAGGAER platform can be transferred, in a timely manner, to another archiving environment of yourchoice. Such off-boarding shall always be in accordance with applicable legal requirements and may be subject to additional charges.

5. Exclusions

JAGGAER does not provide tax advice and, for the avoidance of doubt, buyer should verify with its country tax advisors all relevant legislations and rules applying to it in every country where it operates.

It remains the buyer’s responsibility to ensure that all relevant provisions are respected.

6. Interpretation  

 6.1 Unless otherwise defined herein, capitalized terms shall have the meaning ascribed to them in the JAGGAER Main Subscription Agreement Terms and Conditions, available at https://www.jaggaer.com/msa/us/v15022021/ or the Main Subscription Agreement in effect between the parties (“MSA”).
 6.2 Order of Precedence. The various documents constituting the Agreement, insofar as possible, shall be interpreted so as to be consistent with one another. In the event that a conflict or ambiguity arises in the interpretation of the Agreement, such conflict or ambiguity shall be resolved in accordance with the following descending order of precedence: (i) these eInvoicing Compliance Terms; (ii) the Purchase Document; and (iii) the MSA terms and conditions.
 6.3 Entire Agreement. These eInvoicing Compliance Terms constitute the parties’ entire agreement with respect to the JAGGAER global eInvoicing compliance add-on functionality and fully integrates, merges, and supersedes all prior oral and written agreements, communications, and representations relating to such functionality.