Electronic Invoicing Agreement

Transcription

1 Electronic Invoicing Agreement Between The company, registered under n, with capital of located at,, represented by... Hereinafter referred to as the «Vendor» And ONE THE ONE HAND, Microsoft France SAS, with capital of euros, located at 37/45 quai du Président Roosevelt Issy-les-Moulineaux, registered in the city of Nanterre, under n B , represented by Eric Boustouller as President. Hereinafter referred to as «Microsoft», ONE THE OTHER ONE HAND, Microsoft and the Vendor are hereinafter referred to individually as a «Party» and collectively as the Parties Invoicing Process Change Agreement

2 RECITALS : AS Microsoft and the vendor agreed one or several services or goods agreements. Microsoft would like to implement a new electronic invoicing process. The following contract defines this new e-invoicing process. NOW, THEREFORE, THE PARTIES HAVE HEREBY AGREED AS FOLLOWS : ARTICLE 1 - Purpose 1.1 The purpose of this Invoicing Agreement is to supplement and amend the terms and conditions related to the invoicing process as set forth in the various existing services contracts between the parties (hereinafter referred to as the «Contract»), solely to provide a unilateral authorization for outsourced e-invoice issuance under such Services Contracts. 1.2 Vendor agrees the terms of all existing Services Contracts are supplemented and amended by this Invoicing Agreement. ARTICLE 2 - Description of e-invoicing functionality 2.1 E-invoicing means the process of submitting an electronic version of an invoice which shall include a verified digital signature. 2.2 Microsoft shall provide E-invoicing functionality to Vendor for processing of invoices for payment for Services provided to Microsoft by Vendor under the Services Contracts between the parties. Microsoft shall provide the E-invoicing functionality to Vendor through a third party provider ( E-invoicing Provider ). As of the Effective Date of this Invoicing Agreement, the E- invoicing Provider currently providing the E-invoicing functionality is TrustWeaver AB. A detailed process flow chart of the E-invoicing functionality is attached hereto as Exhibit A ( High Level Process Flow ). ARTICLE 3 - Authorization of e-invoice issuance and electronic signing Vendor hereby authorizes E-invoicing Provider to receive Vendor s invoice data not yet constituting an original invoice and subsequently to apply an electronic signature to the invoice data to issue electronic invoices in the name and on behalf of Vendor. Vendor explicitly acknowledges and agrees that: (a) E-invoicing Provider will apply such electronic signatures with private keys corresponding to certificates issued by third party certification service providers to E- invoicing Provider; and Invoicing Process Change Agreement - 2 -

3 (b) Vendor s e-invoices may include language specifying this outsourced e-invoice issuance relationship. ARTICLE 4 - Tax compliance and responsibility This Invoicing Agreement is intended to meet all requirements, under applicable law regulating E-invoicing, concerning agreements between invoicing parties and third parties not party to the underlying sales transaction, in particular in regard to the issue of electronic invoices in the name and on behalf of parties legally obligated to issue an invoice. In this regard, Vendor acknowledges and agrees that: (a) (b) (c) (d) (e) (f) Vendor remains fully responsible towards competent tax authorities for the invoice and its value added tax and other tax implications. Among other things, Vendor remains fully responsible for, where relevant, reporting and paying value added tax and other applicable taxes as though the invoices were issued directly by Vendor; Vendor shall not directly or indirectly submit invoice data to E-invoicing Provider that under applicable law may not be used by a third party for issuing invoices in the name and on behalf of Vendors; Once Vendor has submitted its original invoice data to Microsoft, Vendor will receive a copy of the signed e-invoice, issued in its name and on its behalf by E-invoicing Provider, and/or will receive notification from Microsoft that it has been granted on-line access to the same. Vendor shall within 48 hours from the moment that the signed e-invoice has become available to Vendor, signal any apparent errors in such e-invoice to Microsoft; If Vendor has not within the time limits stated in Section 5(c) above signaled an apparent error in the invoice, the invoice will be deemed to have been validly issued. Where possible under applicable law, Vendor agrees not to challenge the valid issuance of an invoice if it is deemed to be correct in accordance with the foregoing; Vendor agrees to inform Microsoft of any changes in information pertaining to Vendor that might be relevant to the validity of this Invoicing Agreement or to the correct issuance of Vendor s e-invoices by E-invoicing Provider under this Invoicing Agreement; and Vendor agrees to take all the necessary measures to ensure that its E-invoicing processes, as well as those of relevant Vendor agents and service providers, that are not the subject of this Invoicing Agreement, fulfill all applicable legal requirements including archiving of the original signed e-invoice. Invoicing Process Change Agreement - 3 -

4 ARTICLE 5 - No self-billing in principle; exceptional self-billing terms Unless otherwise expressly agreed with Microsoft, Vendor hereby acknowledges and agrees: (a) (b) That issuance of invoices under this Invoicing Agreement is not self-billing (the issue of the invoice by Microsoft in the name and on behalf of Vendor), and therefore is not subject to applicable legal requirements for self-billing; and To present the activities performed under the Services Contracts between the parties to tax authorities as straight invoicing from Vendor to Microsoft, whereby issuance of the invoice is outsourced to E-invoicing Provider. Despite the foregoing, in the event that tax authorities qualify an invoice issued under this Invoicing Agreement as having been issued under a self-billing arrangement, Vendor acknowledges and agrees to the following: (1) All of the stipulations under Section 5 (Tax compliance and responsibility) above apply equally to the presumed self-billing relationship; and (2) Vendor shall conform to any other specific applicable legal requirements for selfbilling under the laws applying to their respective E-invoicing processes. ARTICLE 6 - Acceptance to receive invoices in electronic form Microsoft agrees to receive invoices in electronic form from Vendor and to treat these electronic invoices as originals for tax purposes. ARTICLE 7 - Regional scope Microsoft and Vendor agree that the scope of this Invoicing Agreement shall apply only to the invoices issued by Vendor or Vendor s affiliate to the Microsoft entity executing this Invoicing Agreement. The parties further agree that all invoices submitted under the Services Contracts between the parties shall be in electronic form, unless otherwise specified and agreed to between the parties. ARTICLE 8 - Miscellaneous This Invoicing Agreement is entered into exclusively for tax compliance purposes only. It does not address or affect rights and obligations concerning commercial or liability aspects of the e- invoice issuance or related electronic signature services provided to Vendor. All obligations and liabilities present in the Services Contract remain unaltered. Unless explicitly stated herein, this Invoicing Agreement does not authorize E-invoicing Provider to act in the name and on behalf of Vendor. ARTICLE 9 - Termination 9.1 This Invoicing Agreement enters into force the day of the signature of both Parties. Invoicing Process Change Agreement - 4 -

5 9.2 This Invoicing Agreement will remain valid until such termination or expiration of the various Services Contracts between the parties 9.3 This Invoicing Agreement can be terminated at any time by either Microsoft or Vendor upon 60 business days notice to the other party. No notice needs to be provided by Vendor to E- invoicing Provider. Such termination cannot lead to any financial penalty payment by the Party initiating the termination. At Issy-les-Moulineaux in double exemplar Date : For Microsoft France For the Vendor Represented by Eric BOUSTOULLER Represented by: As : President As : Signature : Signature : Cachet commercial Cachet commercial Invoicing Process Change Agreement - 5 -

6 Exhibit A Invoicing Microsoft Electronically Microsoft pays invoice per established terms Vendor logs into MS Invoice Vendor enters invoice into MS Invoice Is invoice approved? No Yes Vendor is notified to download original E-Invoice Supplier applies digital signature on behalf of vendor Vendor is notified of non-approval Vendor downloads or is ed original E-Invoice Supplier submits original signed invoice to Microsoft on behalf of vendor Microsoft removes all versions of submitted invoice from its systems Microsoft removes original vendor version of invoice from its system. Microsoft validates invoice and routes for approvals as necessary Vendor can access invoice details or COPY of entire invoice from MS Inquire anytime [Remainder of this page is intentionally left blank.] Invoicing Process Change Agreement - 6 -