Terms and Conditions
1.1 These Terms and Conditions (the "Terms") are binding and govern the relationship between Taxually Korlátolt Felelősségű Társaság (seat: 1056 Budapest, Molnár utca 13. 2. em. 11.; Hungary, registration no.: Cg.01-09-326410, tax no.:26365550-2-41), a company organized under the laws of Hungary (the "Company") as the provider of the online services through websites (the "Website"), and the businesses using the services of the Company offered under the Website (the "Client" or "You"). All services provided under the Website shall be governed by these Terms.
1.2 By registration on the Website and by clicking on the button "I agree to the Terms and Conditions", the Client gives its consent to, and notably its express consent to accept the following Terms.
1.3 These Terms comprise the entire agreement between the Company and the Client, superseding any prior agreements between the Company and the Client. Please note that you may be subject to additional rules and regulations that may apply when you use specific features on the Website, especially rules relating to the Website as specified by the Company or the Company's subcontractors, as well as the provisions of the agreement concluded with the Company's subcontractors as a fiscal representative if applicable.
1.4 Please note that the Annexes to these Terms contain the details of payment of fees and the provisions regarding personal data.
1.5 The Company may, from time to time, change the Terms. You agree to review the Terms and the relevant rules and regulations periodically and to be updated of such changes. In case you do not wish to remain a client due to the change in these Terms or the relevant rules and regulations, you may terminate the agreement accordingly. Please note that your continued use of the Website following any change to the Terms or the relevant rules and regulations, constitutes acceptance of all such changes.
1.6 Please note that the Company/Website has the right to transfer or assign its rights and obligations under these Terms without limitation.
Main definitions used in these Terms are as follows:
" AML Act": Act LIII of 2017 on the Prevention and Hindrance of Financing of Money Laundering and Terrorism.
" Client": Businesses using the services of the Company offered under the Website.
" Company": Taxually Korlátolt Felelősségű Társaság (seat: 1056 Budapest, Molnár utca 13. 2. em. 11.; Hungary, registration no.: Cg.01-09-326410, tax no.:26365550-2-41), a company organized under the laws of Hungary.
" Country": any member state of the European Union.
" Politically Exposed Person": in accordance with the provisions of the AML Act, a natural person who is entrusted with prominent public functions, or who has been entrusted with prominent public functions within one year before the implementation of customer due diligence (identification) measures.
Reason substantiating the qualification as a politically exposed person:
1) heads of State, heads of government, ministers and deputy ministers, state secretaries, in Hungary the head of State, the Prime Minister, ministers and state secretaries;
2) members of parliament or of similar legislative bodies, in Hungary members of parliament and spokesmen for the nationality;
3) members of the governing bodies of political parties, in Hungary members and officers of the governing bodies of political parties;
4) members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, in Hungary members of the Alkotmánybíróság (Constitutional Court), of the courts of appeal and the Kúria (Curia);
5) members of courts of auditors or of the boards of central banks, in Hungary the President and Vice-President of the Állami Számvevőszék (State Audit Office), members of the Monetáris Tanács (Monetary Council) and the Pénzügyi Stabilitási Tanács (Financial Stability Board);
6) ambassadors, chargés d'affaires and high-ranking officers in the armed forces, in Hungary the head of the central body of law enforcement bodies and organizations and his deputy, Chief of Staff of the Hungarian Army and Deputy Chiefs of Staff of the Hungarian Army;
7) members of the administrative, management or supervisory bodies of enterprises with majority state ownership, in Hungary the managing directors of enterprises with majority state ownership, including members of the management body exercising control or supervisory rights of such enterprises;
8) directors, deputy directors and members of the board or equivalent function of an international organisation.
"Returns":includes periodic and annual VAT returns, EC Sales and/or Purchase Lists and SAF-T and other local listings.
" Services": any or all services rendered by the Company on the Website, which are specified in detail under Sections 5.1-5.3 below.
" Terms": these Terms and Conditions which govern the relationship between the Company and the Client regarding the Services.
" VAT": value added tax, a general tax on consumption exactly proportional to the price of the goods and services, the rate of which may vary from jurisdiction to jurisdiction.
" Website": means the taxually.com, taxually.net, taxual.ly, taxually.de, taxually.org, taxually.co.uk, taxually.fr, taxually.eu and taxually.es websites and further different websites and any other website which might be operated by the Company.
These Terms shall be effective as from the date when the Client registers on the Website and accepts these Terms by clicking on the button "„ I agree to the Terms and Conditions", and shall remain in force until duly terminated by either party in full compliance with the terms and conditions expressly set forth in these Terms.
4. Signing Up and Registration
4.1 Use of the Services is subject to registration by the Client on the Website. The Client should follow the process as set out on the Website in order to create an account.
4.2 When creating an account, the Client shall provide the following personal data:registration process consists of the following steps:
4.1.1 Calculation of the subscription fee:
For the calculation, the Client shall specify the service type (Standard or Smart), its country of establishment, its legal status, the Countries where the Client requires the Services and the Client's VAT numbers in the selected Countries, and it shall also decide whether it intends to pay fees monthly or annually as rendered possible by the Company on the Website.
4.1.2 Creating an account:
When creating an account the Client shall provide the following data: name (first name, last name), e-mail address of the registrant, and password. The creation of an account is subject to the acceptance of the Company's Privacy Guidelines.
4.1.3 Providing company details:
The Client shall provide the following company details: full legal name and seat of the Client, as well as incorporation number in case of non-EU resident Clients.
4.1.4 Placing an order:
The Client shall pay the fee calculated on the basis of the details provided during the registration process. If the Client chooses to pay the fees monthly, the subscription for the first month is free of charge. For the detailed provisions regarding payment and fees please see Section 6 hereunder and Annex 1 to these Terms.
At this phase the Client shall click on the button „ I agree to the Terms and Conditions".
4.31.5In order for the Company to provide the services, the Client may be required to provide the following personal data and documents: first name, family name, mother's maiden name, date of birth, country of birth, city/town of birth, type of personal identification document, number of personal identification document, home address, and statement whether the representative is a Politically Exposed Person, Filling in a questionnaire:
The Client shall provide detailed company information which will include the following:
18.104.22.168 Upload documents: passport copy/identification document of the Client's representative, certificate of incorporation, VAT/tax certificate (in the country of establishment), Articles of Association of the Client, as well as any other document requested by the Company on the Website.
22.214.171.124 Providing business details: legal status of the Client, company incorporation number, the Marketplaces where the Client operates, link to the Client's (Marketplace) webstore, the Client's Marketplace (e.g. Amazon, e-bay, etc.) ID, product types, VAT registrations of the Client and the date of VAT registrations, and statement whether the Client has a Hungarian branch, as well as any other details requested by the Company on the Website.
126.96.36.199 Providing personal data of the representative of the Client: first name, family name, mother's maiden name, date of birth, country of birth, city/town of birth, type of personal identification document, number of personal identification document, home address, and statement whether the representative is a Politically Exposed Person, as well as any other personal data requested by the Company on the Website.
188.8.131.52 Extra services: The Client may order extra services (retroactive submission of VAT returns, VAT registration in a new Country, etc.) or may remove any extra services ordered during the registration process.
4.52 The Client declares that all documents uploaded by the Client (or any third party acting on behalf of the Client) and all data provided by the Client (or any third party acting on behalf of the Client) during the registration process and anytime thereafter are true, correct, accurate and valid. In no event will the Company or its affiliates or officers, directors, employees, shareholders, agents, representatives, licensors, successors or assignees, be liable to the Client or to any third party whatsoever for any damage, including, but not limited to, indirect, direct, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, or loss, and any other kind of damage), or any other damages arising in connection with or in any way out of using untrue, incorrect, inaccurate or invalid data or documents by the Company during the provision of the Services. Further, client agrees to notify the Company immediately if any of the data previously provided is no longer valid or changes as per Section 7.3 hereunder.
5.1 Preparing and Filing VAT Returns
For the performance of the Company's Services under this Section 5.1, the Client shall upload files on the Website, which may be (i) files uploaded from the Marketplace or (ii) Taxually template files where the data are uploaded by the Client manually. The Client may also provide the Company with AccessKeyID and SecretAccessKey from the Client's Marketplace. The Client is responsible for ensuring that the further details requested in the "VAT finetune" pagesFor a more exact calculation, the Client may finetune its data by providing further details, such as details of new products (SKU code, commodity code, description, VAT rate, purchase price, currency), as well as transactions where the Client's purchaser were legal entities with tax numbers, are provided to ensure accurate preparation of all returns.
The Company shall:
(i) on the basis of the data and documents provided by the Client, calculate the amount of VAT payable by the Client in the selected Countries regarding for which the Client has a valid subscription;
(ii) prepare VAT returns to be filed with the taxation authorities of such Countries, and send e-mails to the Client requesting it to check and approve these VAT returns on the Website;
(iii) where legally authorised to do so, file VAT returns with the taxation authorities of such Countries in due time as prescribed in the respective jurisdiction; and
(iv) by sending an e-mail to the e-mail address provided by the Client during registration, inform in due time the Client that the amount of VAT payable in each selected Country as well as payment details and the deadline for payment in each selected Country is made available on the Website so that the Client can duly satisfy its VAT payment obligations in each selected Country,.
For the performance of the Company's Services under this Section 5.1, the Company may use API keys (AccessKeyID and SecretAccessKey) provided by the Client. The Client approves that the Company may use such API keys for obtaining Client's data (turnover, and other information provided by the Client's Marketplaces) from the Client's Marketplaces, and the Company may use in the same manner the data obtained through APIs as those would have been provided by the Client itself for the purposes of rendering the Company's Services. In case of transactions outside the Marketplaces, the Client undertakes to provide all required data to the Company on the Website, in accordance with the first paragraph of this section. The Client will solely and fully be responsible for the completeness and accuracy of all data used by the Company to prepare the Returns.
The Company exercises due care that the Services specified in this Section 5.1 are prepared correctly, accurately and in due time according to the laws of the respective Country. The Client should understand that the engagement of the Company does not absolve the Client or its directors from their statutory responsibilities. The Company draws the Client's attention to the strict rules and time limits for the submission of VAT returns and the substantial penalties which may arise if these are not observed. It is therefore essential that the Company receives full information from the Client promptly to enable the Company to ensure that the returns are made on a timely basis.
Therefore the Client undertakes to provide all documents and data regarding the subject month and necessary for the Company for rendering the Services under this Section 5.1 on or before the 6th business day of the subsequent month. The Client declares that all documents uploaded by the Client and all data provided by the Client in order for rendering the Services specified in this Section 5.1, as well as during the whole term of the agreement are true, correct, accurate and valid. In no event will the Company or its affiliates or officers, directors, employees, shareholders, agents, representatives, licensors, successors or assignees, be liable to the Client or to any third party whatsoever for any damage, including, but not limited to, indirect, direct, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, or loss, and any other kind of damage), or any other damages arising in connection with or in any way out of not receiving necessary documents or data in due time or using incorrect, inaccurate or invalid data or documents by the Company during the provision of the Services.
The Client also accepts that the Company will have no liability to submit any Return to any authority until it is properly authorised to do so. In this respect, the Client understands that it can take several weeks in order for the Company to be authorised and is wholly and fully responsible for the management of its VAT obligations until such time as the Company confirms that it is properly authorised to act on behalf of the Client.
Once the Client receives the calculated amounts of VAT, it shall approve them on the Website so that the Company will have a clear direction from the Client that the RVAT returns are ready for submission to the tax authorities. The Company will submit the VAT rReturns with the calculated amount on the deadline of submission even if the Client fails to approve the Company's VAT calculations in due time. If there is a third-party involved in the submission process (e.g. fiscal representative), the submission will be completed one (1) day before the submission deadline. In countirescountries where the fiscal representative is jointly liable for the payment of VAT, and the client fails to approve the VAT calculations in due time, a nil VAT Return will be submitted one (1) day before the submission deadline. the The client agrees that in such cases the Company and the fiscal representative will in no event be liable for any damage arising from the submission of the VAT RetuETUrns, neither the non-payment or late payment of any amount of VAT in such Countries.
The calculated amount of VAT must will be paid directly by the Client to the tax authority of each Country, except where explicitly agreed otherwise, and the Company will in no event be liable for any damage arising from the non-payment or late payment of any amount of VAT in any Country. The Client agrees and understands that if the Client fails to approve the Company's VAT calculation in due time, the Client will still be obliged to make the appropriate VAT payments in accordance with the submitted VAT returns and, as the case may be, it may request the Company to prepare corrective VAT returns pursuant to Section 5.2.6 hereunder. Furthermore, in countries where a VAT payment is a prerequisite for a VAT return submission, the Company will in no event be liable for any damage arising from late submission of VAT returns in case the Client fails to make VAT payment by the submission deadline.
5.2 Extra Services
If the Client has a valid subscription for the Services under Section 5.1 hereof for at least one (1) month regarding at least one (1) Country, the Client may engage the Company on the Website to provide the Client with the following extra services as wellfor a separately agreed fee, unless they are explicitly included in the service level package purchased:
5.2.1 Country subscription
The Client may subscribe for additional Countries and engage the Company to prepare and file the Client's VAT Rreturns in such additional Countries.
5.2.2 VAT registration
If the Client intends to commence business activity in a Country in which it does not have a VAT registration number, the Company shall make the VAT registration on behalf of the Client and apply for a VAT number on behalf offor the Client in that Country. When rendering this service, the Company will use the data and documents provided by the Client during the registration process detailed in Section 4 above. This Service is provided free of charge as part of any annual subscription.
5.2.3 Intrastat reports
If the Client's trading volume has exceeded an Intrastat threshold in any Country and therefore it is obliged to must prepare and file an Intrastat report, the Company shall prepare and file such reports on behalf of the Client.
5.2.4 Basic notification management Managing tax authority questions
If the Client receives a routine notification (as defined below) from a tax authority in any Country for which it has a valid subscription, the Company will provide a summary translation and details on any actions required by the Client, subject to any specific terms agreed with the Client. Within the "basic" package, the Company will handle up to 3 notifications per 12 month period.Providing the same level of support on any additional routine notifications will be charged at €35 per notification. Any additional support provided beyond that set out above will be charged based on hourly rates.
For this purpose, a routine notification is defined as any small and common routine query or request from a tax authority, e.g. a notification about a late payment or non-submission of a Return or a request for clarification on items reported in the Returns.
5.2.5 Advanced notification management
If the client receives a routine notification (as defined in Section 5.2.4) from a tax authority in any country for which it has a valid subscription, the Company will provide a summary or detailed translation (as required based on the type of notification received) and details on any actions required by the Client, subject to any specific terms agreed with the Client. In addition, the Company may make contact with the tax authority that issued the notification to obtain any relevant background on the notification or clarify any ambiguity. Within the "advanced" package, the Company will handle up to 10 notifications per 12 month period.Providing the same level of support on any additional routine notifications will be charged at €35 per notification. Any additional support provided beyond that set out above will be charged based on hourly rates. in a language that the Client does not understand, the Company shall arrange such issues with the respective tax authority on behalf of the Client, subject to the terms agreed with the Client.
5.2.65 Threshold check
The Company shall inform the Client each month of the sales the Client made to a certain Country and notify if the Client has exceeded the "distance selling" threshold in that Country..
5.2.76 Corrective RVAT returns
If a VAT rReturn that was previously prepared and submitted by the Company is required to be corrected, the Client shall notify the Company of the affected period, shall upload the necessary data and documents in accordance with Section 5.1 hereof, and the Company will then prepare and file the corrective VAT rReturns.b
5.2.87 Retroactive VAT Rreturns
If the Client made obtained a VAT registration number in a Country before its subscription for the Company's Services under Section 5.1 regarding such Country and the Client has failed to file VAT returns with the respective tax authority regarding the VAT return periods before the subscription, the Company will file such returns retroactively regarding the period as agreed with the Client.
5.2.98 Fiscal representation
184.108.40.206 The Company shall use subcontractors who will act as a fiscal representative of the Client at the tax authority of the respective Country, where contracted to do so. You specifically authorise the Company to share information and documents that are necessary in order to fulfil the duties of the fiscal representative.
220.127.116.11 The provision of this service may require the payment of a bank guarantee or bank deposit. The Client hereby agrees to provide any required bank guarantee or bank deposit and that no services can be provided until said bank guarantee or bank deposit are properly settled.
If as a part of the VAT registration the Client is required to provide translated documents, the Company shall arrange for the translation of such documents.
5.2.110 Obtaining an EORI number
EORI number is an Economic Operators Registration and Identification required for businesses which undertake the import or export of products into or out of the European Union. The Company shall obtain an EORI number for the Client from the respective tax authority.
The Company provides consultation with a tax expert regarding any VAT issue (e.g. inspection, VAT reclaim, VAT rate review, etc.) by telephone. The fee for the service will be charged based on the hours spent.
5.2.132 Correspondence address
The Company undertakes to provide a correspondence address to which mail which is addressed to the Client and is sent by a tax authority from the country in which the Client has a valid subscription can be sent. This service may not be available in all Countriesfor the Client and to manage the takeover of packages and mail sent to the Client at that address.
5.3 Service Levels
5.3.1 Standard Plan service includes:
- Calculating VAT amounts
- Submitting VAT returns
- Submitting EC Sales and Purchase Lists (where applicable)
- Submitting SAF-T files and other local listings (where applicable)
- Providing correspondence address
- Threshold check
- Basic notification managementManaging tax authority questions (up to 3 notifications a month)
5.3.2 Smart Plan service includes:
- Calculating VAT amounts
- Submitting VAT returns
- Submitting EC Sales and Purchase Lists (where applicable)
- Submitting SAF-T files (where applicable)
- Providing correspondence address
- Threshold check
- Advanced notification managementManaging tax authority questions (up to 3 notifications a month)
- Intrastat reports
- Registration at tax authority
- Monthly optional hour of consultation with a tax expert
If the Client signs up for a Smart Plan, it will not be entitled to degrade its subscription to the Standard Plan service level and will have to remain in the Smart Plan at least for one (1) year.
The Client If the Client signs up for a Standard Plan, it may decide at any time during the term of subscription to upgrade or downgrade its subscription to a different the Smart Plan service level. The new service level will be effective as from the month following the change requestIn this case Smart Plan will be valid from the subsequent reporting period.
6.1 The fees for each of the Services are set out at www.taxually.com/pricingcontained in Annex 1 to these Terms and Conditions. In the absence of any written agreement to the contrary between the Company and the Client, any reference to Services provided at hourly rates will be charged at €149 per hour.
6.2 The use of the Website Services is subject to the payment of the subscription fee for the Services in advance, subject to any discount or free trial period that may be offered. unless monthly subscription where the subscription for the first month is free of charge. The fees are payable in EUR, unless indicated otherwise, via the payment methods published on the WebsitePayPal or amazon pay. The Company will issue an invoice for the fees paid and send it to the Client electronically once the payment has been made.
6.3 The Client may decide whether it intends to pay the fees for the Services under Section 5.1 monthly or annually.
6.4 In case of monthly payment, the Client's account will be charged automatically with the amount of the fee on the 18th day of the each month prior to the and thus the subscription will be renewed for the next month. Automatic messages will be sent 2 days in advance of payment to draw the Client's attention to the automatic charge of the fees for the next month. If the Company is unable to debit the Client's account, the Company will # [ANNOTATION:
BY 'Fergal Garvey' ON '2019-04-03T10:23:00'FG NOTE: 'Check the PayPal process'] send an e-mail to the client and attempt to debit the Client's account 5 working days later. If the second debit attempt is unsuccessful, and no explicit agreement has been made to the contrary,the Company not provide any further Service for the Client as from the start of the following month until the payment is maderegarding the next month. The Client will be able to cancel the entire subscription or just specific Services on the Website at any time.If the Client cancels the entire subscription or any Services under these Terms during the month for which it has already paid the fees, the Company will not refund any fees or a proportionate amount of fees paid in advance.
6.5 In case of annual payment, the Client's account will not be charged automatically for renewal when the subscription expires. The Company will notify the Client of the expiry of the subscription one (1) month in advance via e-mail and on the dashboard. If the Client fails to pay the fees for the next year, the agreement between the Parties will be terminated at the end of the definite period of one (1) year and the Company will not provide any Service for the Client for the next year. The Client will be entitled to rescind the agreement and cancel subscription on the Website within seven (7) days from payment of the subscription fee for the first year. In case of rescission, the Company will refund the total fees paid by the Client within seven (7) days from rescission. Except for exercising the above right of rescission specified herein, the Company is not obliged to refund any fees or a proportionate amount of fees paid by the Client for the Services.
6.6 The fees payable for the extra Services specified in Section 5.2 hereof will be charged, as the case may be, (i) in one amount, or (i) monthly or annually together with the subscription fee, in accordance with the subscription period of the Client. Details of payment of fees are set out at www.taxually.com/pricingincluded in Annex 1 attached hereto.
7. Declarations of the Client
7.1 The Client hereby certifies that it has read and understood the Terms and Conditions of the Website that are applicable for the Client, and accepts the provisions determined in it as binding, and the Client is aware of the Services provided and the Company's obligations specified in these Terms and Conditions. In case of any questions in this regard the Client can contact the operator of the Website according to the contact details provided in these Terms.
7.2 The Client is not entitled to assign or transfer its contractual position to any other person/entity. The Client agrees and as the case may be it will be responsible and liable that the username/password must not be provided to any other person, and under the registered account only the Client – registered in accordance with Section 4 of these Terms – will appear, otherwise the Client shall be held liable under this Terms.
7.3 The Client undertakes to provide the Company/Website, in writing or through the Website, with updated information concerning any changes related to the data or documents provided during the registration process, within the term of five (5) days counted from the occurrence/communication of said changes.
7.4 The Client shall immediately inform the Company/Website of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password. The Client shall also remain exclusively and personally liable for any unauthorized use of the Services.
7.5 The Client shall fully indemnify and pay any and all costs of defensedefence to the Company/Website in case of breach of any of the clauses set forth in the present Terms.
7.6 The Client agrees to properly sign and legalise any and all documents requested by the Company that are necessary for the Company to provide the Services. It hereby agrees that if such documents are not signed and legalised, the Company will have no obligation to provide any Services which rely on said document being properly signed and legalised.
8. Data Protection
Upon registration, the creation of an account is subject to the acceptance of the Company's Privacy Guidelines available at www.taxually.com/privacy-policy. The Company's Privacy Guidelines are attached hereto as Annex 2.
9.1 All materials on the Website are proprietary to the Company, constitute valuable intellectual property, are copyrighted and are protected under treaty provisions and worldwide copyright laws, and may not be reproduced, copied, edited, published, transmitted or uploaded in any way without written permission from the Company.
9.2 The Client acknowledges and agrees that any material recorded or any original work published on the Website (and all rights therein, including, without limitation, author rights to such recorded works and materials) belong to and shall be the sole and exclusive property of the Company/Website.
10. Contacts and notices
10.1 The Company can be contacted by:
Sending of an email to: email@example.com;
Sending of a letter to: Taxually Kft., Molnár utca 13. 2. em. 11., 1056 Budapest, Hungary
Notices by the Company to the Client may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email. Notices by the Client to the Company may be given by electronic messages, or conventional mail unless otherwise specified in these Terms.
11.1 Warranties To the fullest extent possible under applicable law the Company specifically disclaims any and all warranties, including, but not limited to: (i) any warranties concerning the availability, accuracy, reliability, completeness, capabilities, security, timeliness, usefulness or content of the Website and any host services or the ability of the Website or any host services to interoperate or integrate with any third party products such as software or hardware; (ii) any warranties with regard to the accuracy or completeness of or errors in the contents or functioning of or the accuracy of the results or output that derives from the use of the Website or any host services; (iii) any warranties regarding the rights and title of the Company in the Website and any host services, or any warranty that the Website or any host services do not infringe the intellectual property rights of any third party. This disclaimer of liability applies to any damages or injury caused to you or to any third party including, without limitation, as a result of any failure of performance, bug, error, omission, interruption, deletion, defect, delay in operation or transmission, virus, communication line failure, theft or destruction or unauthorized access to, alteration, inaccessibility or loss of, or use of data, information and/or records, whether for breach of contract, tort, negligence, or under any other cause of action. The Company specifically does not warrant or guarantee (1) that the Website or any host services or any portion thereof will be free of infection by viruses, or anything else manifesting contaminating or destructive properties, or (2) that the functions performed by the Website or any host services will be uninterrupted or error-free or that defects in the Website or any host services will be corrected. It is your sole responsibility to execute anti-contamination/virus software and otherwise take steps to ensure that the Website and any host services, if contaminated or infected, will not damage your information or system.
11.2 Limitation of liability In no event will the Company or its affiliates or officers, directors, employees, shareholders, agents, representatives, licensors, successors or assigns, be liable to the Client or to any third party whatsoever for any damage, including, but not limited to, indirect, direct, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, or loss, or any other kind of damage), or any other damages arising in connection with or in any way out of the availability or use of, reliance on, or inability to use, the Website or any host services, even if the Company or any host were advised of the possibility of such damage, and regardless of the form of action whether in contract, tort, equity or otherwise.
THE PARTIES AGREE THAT THE COMPANY'S LIABILITY FOR ANY CLAIMS MADE BY CLIENT PURSUANT TO A BREACH OF CONTRACT IS LIMITED TO THE CURRENT MAXIMUM AMOUNT OF ONE MONTH'S SUBSCRIPTION FEE IN CASE OF MONTHLY PAYMENT, AND ONE YEAR'S SUBSCRIPTION FEE IN CASE OF ANNUAL PAYMENT, PER DAMAGE EVENT. THE AFOREMENTIONED LIMITATION CANNOT BE APPLIED TO THE COMPANY'S BREACH OF CONTRACT IF IT IS INTENTIONAL, LIFE-THREATENING, OR CAUSES DAMAGE TO A PERSON'S PHYSICAL INTEGRITY.
The Company shall not be under any obligation in any circumstances to update any advice, report or any product of the Services, oral or written, for events occurring after the advice, report or product concerned has been issued in final form.
The Parties agree that the provisions of Section 5(2) of Act CVIII of 2001 on Electronic Commerce and Information Society Services will not be applicable to these Terms and the legal relationship of the Parties.
11.3 Trademarks and Domains "Taxually" and taxually.com, taxually.net, taxual.ly, taxually.de, taxually.org, taxually.co.uk, taxually.fr, taxually.eu and taxually.es are registered international trademarks and domain names of the Company. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by the Company, including, without limitation, any of its current and future trademarks or domain names. No use of these trademarks and domain names shall be permitted except through the prior written authorization and permission of the Company.
11.4 Rules on the prevention of money laundering The Client understands that the effective provisions of the AML Act prescribe an identification obligation for the Company as a person rendering accounting services. Based on these Terms, the required data of the Client and Client's representative – as provided by the Client during the registration process – are recorded according to the provisions the AML Act. Under the AML Act, the Client shall provide the Company with a written declaration on whether it is proceeding on its own behalf and in its own interests or those of the beneficial owner in accordance with the attached declaration, as well as whether the Company's representative is a Politically Exposed Person. The Company must reject the conclusion of the agreement with the Client pursuant to the provisions of the AML Act or, in the case of an existing contract, must refuse to perform the Services if any data, facts or circumstances referring to money-laundering, financing of terrorism or origin from criminal acts arise during the Client identification procedure or during the entire term of the agreement.
11.5 Confidentiality The Parties shall treat as confidential and not disclose or use any information received or obtained as a result of entering into these Terms which relates to the provisions of these Terms, or the Company's or the Client's business, financial or other affairs. Notwithstanding the foregoing, each Party may disclose confidential information to their respective advisors, any governmental entity of any Country or any other persons, if disclosure is mandated under applicable law.
For the purposes of this Section, confidential information shall not include any information which:
(i) is available to the general public at the time of use or disclosure;
(ii) becomes available to the general public other than by a manner of unauthorized disclosure or use; or
(iii) is provided to the Company or the Client, as the case may be, by a third party who is lawfully in possession of such information and has the lawful right to disclose or use it.
Any product of the Services released to the Client in any form or medium shall be supplied by the Company on the basis that it is for the Client's benefit and information only and that, save as may be required by law or by a competent regulatory authority (in which case the Client shall, unless prohibited by law, inform the Company in advance), it shall not be copied, referred to or disclosed, in whole (save for your own internal purposes) or in part, without the prior written consent of the Company (which may be conditional on confirming the terms under which release is made). The Services shall be delivered on the basis that the Client shall not quote the Company's name or reproduce the Company's trademarks in any form or medium without our prior written consent. The Client may disclose in whole any product of the Services to the Client's legal and other professional advisers for the purposes of the Client seeking advice in relation to the Services, provided that when doing so the Client informs them that:
(i) disclosure by them (save for their own internal purposes) is not permitted without the Company's prior written consent, and
(ii) to the fullest extent permitted by law the Company accepts no responsibility or liability to them in connection with the Services.
11.6 These Terms sets forth the full and complete understanding between the Company and the Client with respect to its subject matter, and supersedes all prior understanding or agreements, whether written or verbal in relation to the subject matter of these Terms.
11.7 The Company undertakes to render Services to the Client for the period for which the Client has a valid subscription and for which the Client paid the subscription fee. After the expiry of the subscription period of the Services the Company is by no means obliged to provide any Services to the Client unless the renewal of the subscription period and payment of the subscription fee has taken place by Client for the following period.
11.8 Termination Either Party may not terminate this agreement during the subscription period with ordinary notice. However, the Client may decide not to renew the subscription for the next subscription period by cancelling registration/subscription on the Website.
The Company is entitled to terminate this agreement with immediate effect in the event of a serious breach by the Client. Inter alia, the following will qualify as a serious breach by the Client: the Company becomes aware that the Client is involved in criminal activity, poses personal threat, or the Client seriously breaches these Terms, e.g. provides incorrect data or misses deadlines several times, etc. In case of termination for any reason, the Company is not obliged to refund any fees or a proportionate amount of fees paid by the Client for the Services except for the case of rescission as specified in Section 6.5 hereof.
Further, the Company is entitled to void this agreement within 7 days of the Client having accepting the terms,(by clicking on the button " I agree to the Terms and Conditions" as set out in Section 3), for any reason.
11.9 SeverabilityI n the event that any one or more of the provisions contained in these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms and the Parties shall attempt to deliver the benefits of such provision in a manner that is not invalid, illegal or unenforceable.
11.10 Waivers Any failure by any Party to exercise, or any delay, forbearance or indulgence by any Party in exercising, any right, power or remedy under these Terms or under applicable law shall not operate as a waiver of the right, power or remedy or preclude its exercise at any subsequent time or on any subsequent occasion. The single or partial exercise of any right, power or remedy shall not preclude any other or further exercise of that right, power or remedy nor shall such waiver constitute a continuing waiver.
11.11 Use of subcontractors The Company is entitled to make use of subcontractors to render the Services to the Client and is authorised to share such confidential information as is necessary to render the Services.
11.11 Force majeure If, by reason of failure of telecommunications or internet service providers, labour disputes, riots, inability to obtain labour or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of the Company, the Company is unable to perform in whole or in part its obligations, then the Company shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make the Company liable to the Client or other third Parties.
11.121 Amendments If any modification of these Terms is unacceptable to you, you may cancel your registration/subscription on the Website and thus the agreement will not be renewed for the next subscription period.
11.132 Language The English version shall prevail of all legal statements, statutory declarations made by the Company, including these Terms. The Company does not accept any kind of legal claims, or other complaints for misunderstandings, as a result of any mistranslation.
11.143 Applicable Law These Terms shall be governed by and construed in accordance with the laws of Hungary, excluding its conflicts of law rules.
11.154 Opportunities for improvement, complaints If at any time the Client would like to discuss with the Company how the Services to the Client can be improved or if the Client has a complaint, the Company encourages the Client to speak first to the responsible account manager. If any matter is not resolved to the Client's satisfaction, the Client should contact the Quality Department, either by sending a letter to them at the Company's address or by sending an e-mail to firstname.lastname@example.org. The Company aims to investigate matters brought to the Company's attention promptly and to agree a mutually acceptable resolution wherever this is possible.
11.165 Jurisdiction In the event of any dispute arising from or in connection with these Terms, especially with its breach, termination, validity or interpretation, the Parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The Parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute the Hungarian substantive law shall apply, excluding its private international law rules.