eInvoicing. a. Customer hereby authorizes IBM, it’s third party vendor, TrustWeaver AB, or other third party vendors with which IBM may contract to provide all or a portion of the IBM SaaS (collectively “Processors”), to issue invoices “in name and on behalf of” as described in this subsection titled “eInvoicing,” (where the laws of Italy govern the IBM SaaS, all references to “in name and on behalf of” shall be read as “on behalf of”). This unilateral authorization is made solely for tax compliance purposes. Processors are not parties to this Agreement. This subsection does not address or affect rights and obligations concerning commercial or liability aspects of the IBM SaaS provided to Customer. This subsection does not create rights or obligations in relation to processes and controls to be performed by Customer under applicable tax laws other than those explicitly mentioned herein. Unless explicitly stated herein, this subsection does not authorize a Processor to act in the name and on behalf of Customer. Specifically Customer hereby authorizes Processors to do the following. (1) Processors will receive Customer’s invoice data not yet constituting an original invoice from IBM and subsequently apply an electronic signature to the data to issue electronic invoices “in the name and on behalf of” Customer. Customer explicitly acknowledges and agrees that Processor will apply such electronic signatures with private keys corresponding to certificates issued by third party certification service providers to Processor. Further, Customer agrees that IBM may add language specifying this relationship to Customer’s invoices. (2) Processors will validate the electronic signatures on the electronic invoices where Customer technically requests for electronic signature validation. When Customer acts as a supplier of goods or services for tax purposes, the validation process consists of obtaining revocation status information from the issuing certification authority. The revocation status information is sent or otherwise made available to the buyer in the transaction in the agreed format together with the electronic invoice. When Customer acts as a buyer of goods or services for tax purposes, the validation process will in addition include a cryptographic check of the electronic signature. b. This subsection titled “eInvoicing” is intended to meet all requirements, under applicable law regulating electronic invoicing, concerning agreements between invoicing parties and third parties not party to the underlying sales transaction, in particular as regards the issue of electronic invoices “in the name and on behalf of” parties legally obligated to issue an invoice. Such requirements include the requirements for a “mandate” (Fr: “mandat”) under French law, as well as equivalent concepts in other laws. If necessary to meet the requirements of applicable law, Customer agrees to sign additional documentation, such as an agreement or mandate from a Processor authorizing the Processor to issue electronic invoices "in name and on behalf of" Customer. This subsection also is intended to meet all requirements, under applicable law regulating electronic invoicing, in relation to the outsourced validation of electronic signatures and the outbound issuance of invoices. In this regard, ▇▇▇▇▇▇▇▇ acknowledges and agrees that: (1) Customer remains fully responsible towards competent tax authorities for the invoice and its VAT and other tax implications. Among other things, Customer remains fully responsible for, where relevant, reporting and paying VAT and other applicable taxes as though the invoice were issued or, as appropriate, received directly by Customer. (2) Customer agrees to inform IBM of any changes in information pertaining to Customer that might be relevant to the validity of this subsection or to the correct issuance of Customer’s e- Invoices by Processors hereunder. (3) Customer agrees to take all the necessary measures to ensure that its eInvoicing processes, as well as those of relevant Customer agents and service providers, that are not the subject of this subsection, fulfill all applicable legal requirements. In particular, Customer agrees to ensure, prior to the use of IBM SaaS, to have in place enforceable agreements with relevant Partners where agreements are required under applicable law. Customer is responsible for ensuring that Partners are valid legal entities who meet all requirements of the taxing authorities in the applicable jurisdiction, and are authorized to do business in the applicable jurisdiction. (4) Customer will not submit invoice data to IBM that under applicable law may not be used by a third party for issuing invoices “in the name and on behalf of” suppliers when Customer acts as a supplier in the transaction. (5) Customer will inform IBM, within 48 hours (unless a lesser period is required by applicable law) of providing invoice data to IBM, if Customer has not yet received its copy of the original signed invoice issued in its name and on its behalf, or has not yet been granted on-line access to the same. (6) Customer will inform IBM within 48 hours (unless a lesser period is required by applicable law) of receiving the invoice, issued in its name and on its behalf by Processor, of apparent errors in the e-Invoice. If Customer has not within the time limit identified an error in the invoice, the invoice will be deemed to have been validly issued. Where possible under applicable law, ▇▇▇▇▇▇▇▇ agrees not to challenge the valid issuance of an invoice if it is deemed to be correct in accordance with the foregoing. In the event that Customer or tax authorities qualify an invoice issued under this subsection as “self- billing”, Customer acknowledges and agrees that all the stipulations under this paragraph b of this subsection apply equally to the self-billing relationship. Further, the Customer as the supplier in the applicable transaction will conform to any other specific applicable legal requirements for self-billing under the applicable law.
Appears in 2 contracts
Sources: Terms of Use, Terms of Use