Taxually - Terms of Service

Terms of Services

Last updated on: 25 April 2024

Welcome to Taxually! By signing up for a Taxually account or using any of Taxually’s products and services, you are agreeing to be bound by these Terms of Service. Please read them carefully. One of Taxually’s core principles is “keep it simple”, so we have kept these terms of services in plain language for your ease.

References to “Taxually”, “we” or “us”, refer to Taxually International Limited, a company established in Ireland under registration number 721246 and address at 40 Mespil Road, Dublin, D04 C2N4, and all affiliated companies involved in the provision of the services. (“Affiliate” or “affiliated company” of Taxually International Limited means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Taxually International Limited.) References to “You”/ “Client” means the business, person or other legal entity (“Organisation”) for which you act. You hereby confirm that you are eligible to act on behalf of your Organisation. The “Parties” refers to both you and us collectively.

Taxually provides a suite of software solutions to support businesses with their global indirect taxes (primarily VAT, GST and sales taxes) and environmental tax reporting. Our software products include CrossTax, LumaTax, EcoTax, OneTax and SyncTax. Specifically, Taxually helps businesses with streamlined indirect tax registrations, preparing and submitting indirect tax and associated returns using the data provided by you, monitoring filing obligations, tax payments, fiscal representation, notification management, tax expert services and registration and filings related to green taxes and extended producer responsibility (EPR). These are set out in more detail in Clause 4 below and are the Services. Any new features or tools or other services not expressly described here will be subject to these Terms of Service.

Unless there is a separate Enterprise Agreement signed between you and us, you must accept these Terms of Services, in addition to Taxually’s Privacy Policy and Data Processing Agreement prior to any Services being delivered. Your use of the Services constitutes your acceptance of these Terms of Services.

These terms may be updated from time to time. You must review these terms periodically and ensure you are familiar with the latest version. We will provide you with reasonable advance notice by email to the primary email address of any changes that materially affect your use of the Services or adversely affect your rights under these Terms of Services. Your continued use of the Services following such notification constitutes your acceptance of those terms.

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Your responsibilities

Should we need to communicate with you regarding your account, we will contact you through the e-mail address given at the time of the account creation. It is your responsibility to ensure that your email is capable of receiving emails from us.
It is your responsibility to keep your password secure. We cannot be held responsible for any consequence arising as a result of unauthorized access to your account. You should immediately inform us of any apparent breach of security, such as loss, theft or unauthorized access or disclosure so we may take appropriate action.
You agree not to reproduce, copy, duplicate, sell, resell, reverse engineer or exploit any of the tools or Services offered by Taxually.
The ability to provide our Services relies on having complete, accurate and timely information provided by you. It is your responsibility to provide, in due time in advance, any other information or documents that may impact our ability to provide our Services even without our request as well as to respond to our request for information and documents in a timely manner. It is your responsibility to provide timely information and to update all information that is necessary for us to provide the services without request in due time. By accepting these Terms of Services you expressly undertake to respond to Taxually’s questions and information/document requests in due time (within the deadline specified in such request or if that is not specified in the request then without delay to allow Taxually to provide the Services). By accepting these Terms of Services, without any prejudice to the previous obligations, you also undertake to send complete, accurate and timely information about (i) all sales channels used by you (e.g. Amazon, other online marketplaces, your online stores etc.) through which any of your products can be purchased from countries for which we provide Services to you and (ii) all your taxable transactions. Transaction details must be provided either through APIs or using the forms/templates that we make available to our Clients. You understand that this information is essential for Taxually to provide Services to you.
You must sign and legalize (where required) all Powers of Attorney and other authorisations that are required by us or the respective authorities.
Where we are taking over filing obligations from an incumbent provider, you remain responsible for all filings until we notify you that we are authorized to do so. This can range from several days to several weeks.
We will exercise due care that all deliverables are prepared correctly, accurately and in due time according to the laws and guidelines of the respective authority. Nevertheless, this does not absolve you or your directors from your statutory responsibilities. You are ultimately responsible for ensuring that all filings made on your behalf are complete and accurate.
Where tax or governmental contributions are required, it is your responsibility to ensure payments are made in line with the instructions provided by us. In some jurisdictions, payment of the tax may be a prerequisite of filing the tax return. In such situations, you must pay the full amount of tax at least 4 business days prior to the statutory filing deadline. In addition, in jurisdictions where we are providing fiscal representation services, you must also adhere to this deadline. Failure to do so may result in us taking actions to limit our financial exposure, including (but not limited to) removing ourselves as fiscal representative and deregistering your VAT number and we accept no liability whatsoever arising from our actions.
In addition to the general provisions of these Terms, special obligations become part of the contract between the Parties for specific services (e.g. fiscal representative services) provided by Taxually.

Taxually’s Rights

We have the right to be treated with respect, and will treat you with respect. Abuse of any kind, whether verbal or written, will result in immediate termination of your account. Any fees paid in advance will not be refunded and we will be under no obligation to provide further Services to you.
We reserve the right to offer our Services to your competitors and we make no promise of exclusivity.
Some Services require experts or local professionals. In such cases, we may use affiliated companies or subcontractors to provide some or part of those Services to you. We are authorised to share such confidential information as is necessary to render the Services to you.
Where we are providing fiscal representative services or are liable for your indirect tax filing obligations, we reserve the right to direct that you set up appropriate API authorisations with your respective marketplaces, in order that we can extract full and accurate transaction data.

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Account creation

In order to access and use the Services, you must first create an account. You should follow the process as set out on the Website in order to create an account.
The creation of an account is subject to the acceptance of these Terms of Services, our Privacy Policy and our Data Processing Agreement.
If you are creating an account on behalf of a company or other legal entity, then you confirm and it is your responsibility that you have the required authority to bind that company and agree to these Terms of Services.
The person creating the account will be the primary account holder. Any notification that is required to be sent by us, including formal notices, invoices and payment reminders, will be sent to the email address of the primary account holder. You can change the primary account holder at a later stage if required.
Each account can have multiple users and it is the responsibility of the primary account holder to ensure that all users understand and adhere to these Terms of Services.
You confirm and you are responsible for that all statements, information and documents provided during the account creation process are true, correct, accurate and valid. This information will be used to ensure we are providing our services to you correctly (for example, registration document requirements and taxing decisions). In no event will Taxually or its affiliates or their 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, incomplete or invalid data or documents by Taxually during the provision of the Services. Further, you agree to notify us as soon as practically possible if any of the data previously provided is no longer valid or changes.
In order for us to provide our Services to you, we may ask you for identity documents and other personal information, which will be processed in accordance with our Data Processing Agreement. This information and documents may include, but are not limited to, photocopies of passports and other ID documents, date of birth, home address, contact details and a statement whether the representative is a Politically Exposed Person. You accept that we are unable to provide any services to you without receiving these documents and information.

The Services

Taxually offers a range of Services related to indirect tax registrations and filings and EPR registrations and filings, as set out below. The Services that are applicable to you will be outlined at the payment checkout.

4.1 Indirect Tax Registration

If you inform us that you require a VAT/GST/sales tax registration number in a jurisdiction, you must complete the online form and sign the documents requested. We will then proceed with submitting the application to the respective tax authority and obtain the registration number on your behalf.

It may be necessary to submit translated documents as part of the application process. You are free to provide these translated documents to us or you can request us to prepare these on your behalf, subject to an additional fee.

Tax authorities are strict on ensuring that registration numbers are only provided where required by law. By preparing and submitting your application, we do not guarantee that the tax authorities will accept it. If there is a material amount of additional work required to obtain your registration number, we reserve the right to charge additional fees.

4.2. Preparing and Filing Tax Returns

4.2.1. The tax returns supported by Taxually depend on the tax jurisdiction but generally cover periodic and annual VAT returns, EC Sales and Purchase Lists, local listings, GST returns, and state and local sales tax returns. If your turnover exceeds the relevant threshold and you have subscribed for the relevant service, we may also prepare Intrastat declarations. All of the tax returns that are covered by your subscription are referred to as the Filings.

4.2.2. You are required to upload your transactional data to the appropriate Website on a monthly basis (or more frequently, where specifically required to do so) in the appropriate format.

4.2.3. Data may be uploaded manually by you or via an approved API. All data provided via an API is deemed to have been provided by you.

4.2.4. We provide API connections for your convenience, however if an API connection fails for any reason, it is your responsibility to ensure that data is provided via another means.

4.2.5. Our software will process your data and highlight any errors, either technical errors (for example, if data is in an incompatible format) or tax errors (for example if we are unable to identify the tax treatment). You are responsible for reviewing and resolving these issues.

4.2.6. Once all data has been successfully processed, we will use your data to determine and prepare the tax returns that are required to be filed, ready for submission and payment. You are responsible to review and approve all tax returns prior to submission. If you identify any discrepancies or errors, you are required to notify us immediately by contacting Taxually support (for example, missing tax filings or incorrect filing frequencies).

4.2.7. Where we are legally authorised to do so, and you have subscribed to the relevant service, we will submit the tax returns to the respective tax authorities.

4.2.8. The following timelines will apply to the monthly compliance process:

The monthly period will open on the first calendar day of the following month and you can upload your data from that point on.
Data that is pulled through APIs is generally available within the first 3 business days following the end of the month.
Your data must be uploaded and error-free and your tax returns must be approved by 23:59 GMT on the 8th calendar day of each month. At that time, the monthly period will close and all data and tax returns will be considered as final and approved by you. If either no data has been uploaded or it contains errors preventing it from being fully processed, we will consider that there were no transactions in the period and prepare your tax returns accordingly.

4.2.9. Should data be uploaded after the period has closed, we do not guarantee that the tax returns will be filed on time and you will be charged a late data provision fee of €100 per period. Further, you will be solely responsible for the consequences of late filing, non-filing, late payment, non-payment and filing incomplete and/or inaccurate tax returns.

4.2.10. We will send email notifications to the primary email address reminding you of your obligations, however you remain responsible for monitoring your obligations and ensuring they are fulfilled.

4.2.11. Where required, you may also purchase complementary Services, including: (i) Corrective Filings (to correct a previously submitted tax return) and (ii) Retroactive Filings (filing tax returns for periods preceding the account creation date). Fees for such Services will be communicated to you.

4.3. VAT Management Services

Upon request, we can provide services related to the management of your indirect tax registrations. Services and associated fees will be provided upon request but can include:

change of filing frequencies
announcing a change of business details to the respective authority (name, address, legal representative, bank details etc)
requesting a tax account statement from the respective tax authority
submitting an application for import VAT deferment
reactivating a tax number
canceling or deregistering a tax number

4.4. Fiscal Representation

In the provision of fiscal representation services, we may use the services of affiliated companies and/or subcontractors to provide some or part of the services to you. In case we provide the fiscal representation services through an affiliated company or a subcontractor you will need to accept the terms of an additional contract to be entered by and between you and the affiliated company and/or subcontractor who will act as your fiscal representative in a specific country. In such cases, the provisions of the additional contract shall govern the legal relationship between the parties thereto, however, the provisions of these Terms of Services will also apply. In the case of a conflict of terms, the additional contract will prevail.

We reserve the right to onboard any Client that is using our fiscal representation services to OneTax services, a product for managing payments of tax liabilities to the tax authorities. This is to ensure proper monitoring of tax payments and to reduce the risk of non-payments or late payments. If this happens the specific terms of such OneTax services will be shared with the client stipulating the conditions applicable for such services. The Client may subscribe for OneTax services by accepting such specific terms.

When providing fiscal representation services, we become jointly and severally liable for the payment of taxes. As a result, we reserve the right to require a security deposit or first demand bank guarantee - from a reputable bank as directed by Taxually - at a minimum of one quarter of your annual tax liability (as estimated by us) either before we start providing these services or at any time during the provision of these services. (We may decide, and direct the Client, that the amount of the deposit/bank guarantee must be paid/ delivered directly to the affiliated company/ subcontractor or agent involved in the provision of the fiscal representation services, in which case the provisions determined below shall appropriately (mutatis mutandis) apply to such affiliated company/ subcontractor or agent.) We reserve the right to require such security in a higher amount at any time when our estimate for one quarter of your annual tax liability exceeds the amount of security we have received. We reserve the right not to start providing the fiscal representation services, or to suspend or terminate fiscal representation services until you provide the required deposit or bank guarantee (or until you provide such security in the requested higher amount) in accordance with our request. (By accepting these Terms of Service, the Client accepts that the security deposit or the bank guarantee required by us must be paid/ delivered by Client within 7 days after our request.) In case of new subscriptions we reserve the right not to start providing the fiscal representation services until you provide the required deposit or bank guarantee in accordance with our request.

In case of new subscriptions we also reserve the right to request Client to provide eligible proof that the Client has no tax debt, public debt or other outstanding or overdue payment obligations such as penalties, interests etc. to state authorities in the country or countries where we are to provide fiscal representation services to the Client. We reserve the right not to start providing the fiscal representation services until you provide the required certificate from the respective authorities or until you provide eligible proof that you will be able to pay those payables to the respective authorities and to hold Taxually harmless for anything that is outstanding before your subscription.

By accepting these Terms of Service, the Client accepts that we are entitled to deduct any damages from the security deposit (if the fiscal representation services were provided through an affiliated company, subcontractor or agent, also the damages of such relevant contributors) that we suffer or may suffer in connection with providing the fiscal representation services to you, including any claims made by a tax authority or other authority against Taxually, its affiliates, or its subcontractors in connection with the Client's failure to pay taxes (or to meet any other obligations).

By accepting these Terms of Service, the Client accepts that we are entitled to demand the supplementing of the security deposit (or delivering a new bank guarantee), if the amount of the security deposit (or the bank guarantee) is decreased as a consequence of a utilization / withdrawal by us in accordance with these Terms of Service.

By accepting these Terms of Service, the Client accepts that we are entitled to keep (and use) the security deposit /bank guarantee, even after the termination of your subscription, or the termination of the provision of fiscal representation services to you, as long as all the following conditions are not met: (i) until we duly notified the competent tax (or other) authority(-ies) that our financial representation assignment has been terminated (and we get deregistered as the Client’s financial representative, as the case may be), and (ii) until we could reasonably ascertain that the Client most likely does not have any tax debt, public debt that can be collected as taxes, or other outstanding or overdue payment obligations such as penalties, interests etc. to state authorities in the country or countries where we provided fiscal representation services to the Client, which we, as former financial representative of the Client, could be held liable to pay. (This can usually take 2-3 months.)

Client shall specify to us in advance, before Taxually starts providing the fiscal representation services, all marketplaces and other sales channels through which any of Client’s products can be purchased from countries in which we are to provide fiscal representation services to the Client. We only undertake the fiscal representation services on the condition that we provide the services for all such platforms or channels and receive accurate, complete and timely data on all taxable transactions.

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For the avoidance of doubt, we can unilaterally terminate the fiscal representation services with immediate effect if it turns out that

- Client sells through a sales channel not reported to us;

- Despite the abovementioned obligation, Client does not provide accurate, complete, reliable and timely data on all taxable transactions.

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Furthermore, if the Client does not subscribe for OneTax services (that is provided under its specific terms) or if we terminate the provision of OneTax services to the Client, then we will have the right to terminate the provision of fiscal representation services to the Client.

For the avoidance of doubt when we terminate the provision of fiscal representation services under this Clause 4.4, then the fiscal representative will terminate its additional contract with you with immediate effect.

For the avoidance of doubt in case Taxually provides fiscal representation services in different countries to Client and terminates the fiscal representation service with regard to one country, then Taxually reserves the right to also terminate the fiscal representation services with regard to all other countries with immediate effect. (Accordingly, if an affiliated company was involved in the provision of fiscal representation services to Client in one specific country and such affiliated company or a subcontractor terminates its additional contract with the Client for whatever reason, then Taxually and all other affiliated companies shall have the right to terminate its contract with Client.)

Should we terminate your subscription for whatever reason, then the fiscal representative will also terminate its additional contract with you with immediate effect.

Should the fiscal representative terminate its additional contract (concerning the fiscal representative service) with you, Taxually will revoke its fiscal representation mandate with immediate effect and accept no liability whatsoever for the consequences of said action, including (but not limited to) your VAT or EPR number being deactivated and your ability to trade being limited.

By accepting these Terms of Services, the Client accepts that Client is obliged to exempt Taxually (and if the fiscal representation services were provided through an affiliated company or a subcontractor or agent, also such relevant contributors) upon its first demand in accordance with the provisions referred in Clause 11 below, from any claims made by a tax or other authority against Taxually, its affiliated company, subcontractor or agent in connection with the Client's failure to pay taxes (or to meet any other obligations). The prior payment of such claim by Taxually to the claimant is therefore not a prerequisite for the Client to exempt Taxually from such claim.

By accepting these Terms of Services, the Client accepts that if Client defaults on its tax obligations then Client shall pay liquidated damages to Taxually. Such liquidated damages are due and payable on the first day after the statutory filing deadline. The liquidated damages to be paid under this agreement shall be an amount equal to the unpaid tax including any charges, interest and penalty imposed by the competent tax authority on the Client. Client shall pay liquidated damages within 5 days after receipt of Taxually’s demand for payment to the bank account determined in such demand.

4.5. EORI Number Request

An EORI number is required if you intend to import or export goods into/from the European Union. A request to the tax authority is required for this.

4.6. Tax Notice Management

If we receive any notifications from a tax authority relating to your VAT number, we will forward this notification to you and may provide a brief overview where this is a routine notification. If you require any additional support from us, for example translations or support with follow up actions, these will be charged as Tax Expert Services.

4.7. Tax Expert Services

Upon request, we can provide a consultation with a tax expert regarding any VAT issue (e.g. inspection, VAT reclaim, VAT rate review, etc.), in addition to further tax expert services such as supporting you with a tax audit. The fee for these services will be charged based on the time spent. In the provision of such services, we may use the services of subcontractors.

4.8. EPR Registration

If you inform us that you require an EPR number in a jurisdiction you must complete the Eco Tax online form, sign the documents and pay any relevant contribution fees required. We will then proceed with submitting the application to the respective organisation and obtain the EPR number on your behalf.

By preparing and submitting your application, we do not guarantee that the organisations / tax authorities will accept it. If there is a material amount of additional work required to obtain your EPR number, we reserve the right to charge additional fees.

4.9. EPR Filings

The EPR filing supported by Taxually depends on the obligations of the relevant EPR category but generally covers periodic and annual data submission and payment processing. All of the reporting, data submission and payment collection and processing that are covered by your subscription are referred to as the Filings.

You are required to upload your transactional data to the Website on a yearly basis (or more frequently, where specifically required to do so) in the appropriate format.

Data may be uploaded manually by you or via an approved API. All data provided via an API is deemed to have been provided by you.

Our software will process your data and highlight any errors, either technical errors (for example, if data is in an incompatible format) or other errors (for example if we are unable to identify the EPR category). You are responsible for reviewing and resolving these issues.

Once all data has been successfully processed, we will use your data to determine and prepare your calculations that are required to be filed, ready for submission and payment. You are responsible to review and approve all reports prior to submission. If you identify any discrepancies or errors, you are required to notify us immediately by contacting Eco Tax support.

Where we are legally authorised to do so, we will submit your data and/or filings to the respective organisations or tax authorities.

Process timeline:

Manually loaded data must be uploaded between the 1st and the 8th of the month following the end of any reporting period (which may be monthly, quarterly or annually depending on the specific requirement).
Data that is pulled through APIs is generally available within the first 3 business days following the end of the period.
Your data must be uploaded and error-free and your calculations must be approved by 23:59 GMT on the 8th calendar day following the end of the reporting period. At that time, the period will close and all data and filings will be considered as final and approved by you. If either no data has been uploaded or it contains errors preventing it from being fully processed, we will consider that there were no transactions in the period and prepare your calculations accordingly.
Should data be uploaded after the period has closed, we do not guarantee that the calculations will be filed on time and you may be charged additional fees. Further, you will be solely responsible for the consequences of late filing, non-filing, late payment, non-payment and filing incomplete and/or inaccurate filing.

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Subscriptions, fees and payments

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When creating an account, you can select the Plan that you wish to subscribe for as well as any add-ons (your Subscription) and the payment frequency (either monthly, quarterly or annually). Your subscription will start upon account creation (except for fiscal representation services where your subscription will start upon fulfillment of your obligation regarding the security deposit/bank guarantee).
Irrespective of the chosen payment frequency, all subscriptions are for 12 months unless otherwise specifically agreed in writing (the Subscription Period) and automatically renew on the same terms for a further 12- month period, until terminated by either party in accordance with these Terms of Services.
The fees that you pay for your Subscription will be displayed on the Website at the time of subscribing. Furthermore, from November each year, your subscription fee will increase by an amount equal to the Harmonised Index of Consumer Prices (HICP) rate published in September of that year, plus an additional 2.5%. In the event that the HICP rate is negative, this will be ignored but the additional 2.5% will apply. We will notify you by email at least 30 days in advance of the fee change being effective.
You can upgrade your Subscription or purchase additional services at any time during your Subscription Period, however subscriptions cannot be downgraded during the first 12 months of your Subscription Period.
Our fees are available at taxually.com/services (for VAT related services) and taxually.com/ecotax services (for EPR related services).
Our Plans include various usage restrictions as set out on the Website, for example the number of transactions processed per month. If you exceed the limit of your plan, you will be notified by email and will be automatically upgraded to the next appropriate Plan from the start of the subsequent month.
You will pay the fees applicable for your Subscription, minus any promotional or volume discounts that you are entitled to and avail of. Further fees may be charged for additional Services provided, for example Tax Expert Services.
Subscription fees are charged in advance and will be billed at the start of each Subscription Period. Additional fees are charged at our discretion.
We recommend that you keep a valid payment method on file with us to automatically charge your fees. We will charge for all fees until you terminate your Subscription in line with these terms and until all outstanding fees have been paid in full.
If fees are unpaid past the due date, we will send reminders and make several attempts to charge any of the payment methods on file with us.
If any fees remain partially or fully unpaid more than 5 days after the payment due date, we reserve the right to cancel your Subscription with immediate effect. No further Services will be provided until all outstanding fees are paid in full. Should we cancel your Subscription for whatever reason, we reserve the right to revoke our fiscal representation mandate with immediate effect and accept no liability whatsoever for the consequences of said action, including (but not limited to) your VAT or EPR number being deactivated and your ability to trade being limited.
Unless otherwise stated, fees are charged in Euro and are exclusive of taxes and other government charges.
We do not provide any refunds for unused Subscriptions or where a Subscription is terminated by us due to a breach of your obligations under these Terms of Services.

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Modifications

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From time to time, it may be necessary to modify these Terms of Services. We reserve the right to do so, at our sole discretion. Wherever possible, we will aim to provide you with 30 days notice of any material changes.
Notwithstanding the above, we can modify these Terms of Services without notice and with immediate effect if we are legally obliged to do so.

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Terminating your subscription

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You may cancel your subscription at any time by contacting Taxually support and following the instructions provided.
In case of cancellation by you within the Subscription Period, you will be liable to pay all outstanding subscription fees, and we will issue an invoice for such amount.
Notwithstanding clause 7.2 above, you may cancel your Subscription within the Subscription Period without payment of the outstanding subscription fees if we have made changes to these Terms of Services which (i) we reasonably believe have a negative impact on your use of the Services and (ii) is not a change indicated in clause 5 above and (iii) is not a change required by law or regulation. In such situations, we will notify you at least 30 days before the changes are effective. To exercise your right under this clause, you must initiate the cancellation of your subscription within that 30 day period, otherwise you will be deemed to have accepted the changes.
We may terminate or suspend your subscription, entirely or partly, if:

we are required by law to do so,
we suspect that you or your business is involved in fraudulent activity,
you or your business becomes bankrupt or make an arrangement with creditors,
you are in breach of these Terms of Services,
you or somebody working on your behalf has been abusive towards any Taxually employee or contractor,
you are or we believe that you may be (or will be) in breach of any of your tax obligations,
within 30 days of our request, you have not given an appropriate API authorisation to obtain your reporting data, per clause 2.4 above,
any fees owed to us are overdue,
if we have reason to believe that the data necessary to provide our Services have not been completely transferred to us,

In case of termination for any situation under this clause 7.4, we are not obliged to refund any fees or a proportionate amount of fees paid by you for the Services and any outstanding subscription fees will become immediately due and accept no liability for the consequences of that termination. For the avoidance of doubt, the fiscal representative may also terminate its additional contract with the Client for the reasons listed in this clause 7.4.

We may also terminate or suspend your subscription if your contract with the fiscal representative is suspended or terminated, in which case we are not obliged to refund any fees or a proportionate amount of fees paid by you for the Services and any outstanding subscription fees will become immediately due and accept no liability for the consequences of that termination.
We may also terminate your subscription if we consider that we are no longer able to provide the services for which you subscribed. In such circumstances, we will provide you with 30 days notice in writing by email and you will not have to pay any early cancellation fee.
If there are any outstanding fees at the time of termination, you will receive one final invoice via email. Once that invoice has been paid, you will not be charged again.
We reserve the right to appoint lawyers or debt collection agencies to act on our behalf to collect unpaid fees and/or unpaid taxes which are due to the authorities and for which we may be jointly liable (under clause 4.3). We further reserve the right to claim all costs related to the collection of said debt in addition to interest at 3% above the Euribor rate.

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Use of third party APIs

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In providing our Services to you, we may connect to third party APIs. These APIs may be used to pull transactional data from e-commerce platforms (such as Amazon or Shopify), to obtain exchange rates or tax information from third party sources or to connect to tax authority filing portals.
We make no guarantees on the availability of these third party APIs and take no liability for interruptions or unavailability.

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Copyright

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All materials on our Websites are proprietary to Taxually, 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 Taxually.
You acknowledge and agree 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 Taxually.

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Confidentiality

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For the purpose of these Terms of Services confidential information shall mean any information of whatever nature, which has been or may be obtained by either of the Parties from the other, whether in writing or in electronic form or pursuant to discussions between the parties, or which can be obtained by examination, testing, visual inspections or analysis, including, without limitation, scientific business or financial data, knowhow, formulae, processes, sample reports, customer lists, fee lists, findings, computer software, inventions or ideas; analyses, concepts, personal information, personal identity, documents and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition. (“Confidential Information”). Both Taxually and you shall treat as confidential and not disclose or use any information received or obtained as a result of entering into these Terms of Services which relates to the provisions of these Terms of Services, our or your business, financial or other affairs. Notwithstanding the foregoing, each of us 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 Clause, Confidential Information shall not include any information which:

is available to the general public at the time of use or disclosure;
becomes available to the general public other than by a manner of unauthorised disclosure or use; or
is provided to us or by you, 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 you in any form or medium shall be supplied by Taxually on the basis that it is for your benefit and information only and that, save as may be required by law or by a competent regulatory authority (in which case you shall, unless prohibited by law, inform Taxually in advance), it shall not be copied, referred to or disclosed, in whole (save for your own internal purposes) or in part, without Taxually’s prior written consent. The Services shall be delivered on the basis that you shall not quote Taxually’s name or reproduce Taxually’s trademarks in any form or medium without our prior written consent. You may disclose in whole any product of the Services to your legal and other professional advisers for the purposes of seeking advice in relation to the Services, provided that when doing so you inform them that:

disclosure by them (save for their own internal purposes) is not permitted without Taxually’s prior written consent, and
to the fullest extent permitted by law, Taxually accepts no responsibility or liability to them in connection with the Services.

Neither Client nor its affiliates or officers, directors, employees, shareholders, agents, subcontractors, representatives, licensors, successors or assignees, or any third parties engaged by Client, will themselves be permitted to or enable third parties to: duplicate, modify, enhance or distribute or create any derivative works from the whole or any portion of the Taxually’s intellectual properties (including its softwares, programs, websites, irrespectively whether it is protected by trademark, patent or other similar right or not); or access the source code or object code of any of Taxually’s intellectual properties; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form of Taxually’s intellectual property or any part; or use Taxually’s intellectual property to provide services to third parties; or sell, sub-license, lease, rent, loan, assign, convey or otherwise transfer Taxually’s intellectual property, or any part of it, or any of its rights under these Terms of Services, temporarily or permanently; or attempt to obtain, or assist others in obtaining, access to Taxually’s intellectual property, other than as expressly provided under these Terms of Services; or knowingly permit or encourage any third party to do any of the foregoing. Each Party undertakes that it will not at any time disclose to any person any Confidential Information concerning the business or tax affairs or third-party suppliers of the other Party, except as expressly permitted by these Terms of Services.

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Limitation of Liability

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In no event will Taxually or its affiliates or officers, directors, employees, shareholders, agents, subcontractors, representatives, licensors, successors or assignees be liable to you 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 any of the following:

the availability or use of, reliance on, or inability to use, the Website or any host services, even if Taxually 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
late, incomplete or inaccurate information or data provided by you or on your behalf (including late/non-payment of taxes or late filing of tax returns).
any breach of these Terms of Services by you
the termination of these Terms of Services by us
late filing of tax returns or late payment of taxes resulting due to circumstances outside of our control

THE PARTIES AGREE THAT TAXUALLY'S LIABILITY FOR ANY CLAIMS MADE BY THE CLIENT PURSUANT TO A BREACH OF CONTRACT IS LIMITED TO THE CURRENT MAXIMUM AMOUNT OF ONE YEAR'S SUBSCRIPTION FEE IN TOTALITY. THE AFOREMENTIONED LIMITATION CANNOT BE APPLIED TO OUR BREACH OF CONTRACT IF IT IS INTENTIONAL, LIFE-THREATENING, OR CAUSES DAMAGE TO A PERSON'S PHYSICAL INTEGRITY.
Taxually 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.

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Your liability

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The Client shall indemnify and hold Taxually (including its affiliates, directors, officers, employees, agents and subcontractors) harmless against any costs, claims, penalties and/or charges imposed by any relevant authority arising out of or in connection with the provision of Services provided by Taxually to the Client, in particular, as a result of:

any documentation and/or information which the Client has to provide to Taxually being untrue, inaccurate, out of date, incomplete or otherwise incorrect;
any negligent, misleading, fraudulent or dishonest act or omission by the Client, also including any activity that constitutes tax avoidance or evasion; and/or
any other breach of these Terms of Services by the Client.

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In case of any breach to these Terms of Services the Client shall also be liable to reimburse any fees, costs and expenses (also including legal fees) that Taxually (or any of its affiliates, directors, officers, employees, agents and subcontractors) incurs in connection with such breach, its defense against the relevant authorities and the enforcement of its claim against the Client. .

Non-Solicit

Each Party shall refrain from engaging in any unfair business practices, including disparagement. Each Party shall refrain from making any representations, warranties or guarantees to third parties regarding the other Party’s products or Services, or to any other person or entity, with respect to the specifications, features or capabilities thereof that are incorrect, deceptive, misleading or otherwise inconsistent with the literature or documentation distributed by the owning Party with respect thereto.

With regard to each Party’s legitimate business interests and in acknowledgement that this clause is mutual and these Terms are for valuable consideration by each Party to the other, each Party agrees that it must not, during the Subscription Period or for 18 months after its expiry or early termination, directly or indirectly request, encourage, canvass, accept an offer from or solicit or endeavour to entice or employ or procure a breach of contract with the other Party by: any of the other Party’s current or former third party suppliers, known customers or partners or employees or persons independently contracted by the other Party at any time during the Subscription Period to provide the same or similar or competing products or services directly or indirectly to the other Party, its products or Services (as the case may be) or any other services in connection with the other Party’s products, services or software.

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General provisions

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Warranties To the fullest extent possible under applicable law we 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 our rights and title 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. We specifically do 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.
License Subject to your compliance with your obligations under these Terms of Services, we grant you a revocable, non-exclusive, non-sublicensable, non-transferable right to use and access any features and functionalities that are included in your Subscription for the duration of these Terms. Your use of and access to the Services is limited to your normal business purposes.
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 Taxually. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Taxually, 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 our prior written authorization and permission.
Notices Should you require to send a formal notice to Taxually, you can do so by sending an email to legal@taxually.com.
Rules on the prevention of money laundering You understand that the effective provisions of the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (“AML Act”) prescribe an identification obligation for you as a person rendering accounting services. Based on these Terms, the required data – as provided by you during the registration process – are recorded according to the provisions of the AML Act. Under the AML Act, you shall provide us with a written declaration on whether it is proceeding on its own behalf and in its own interests or those of the beneficial owner, as well as whether any of the Client's representatives are Politically Exposed Persons, as defined in the Criminal Justice Act 2010. We must reject the conclusion of the agreement with you 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 identification procedure or during the entire term of the agreement.
Full and complete understanding Unless there is a signed Enterprise Agreement between us, these Terms of Services set forth the full and complete understanding between the Parties, and supersedes all prior understanding or agreements, whether written or verbal in relation to the subject matter of these Terms of Services.
Severability In 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.
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.
Force majeure If, by reason of failure of telecommunications or internet service providers, labor disputes, riots, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond our control, we are unable to perform in whole or in part its obligations, then we shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make us liable to you or other third parties.
Opportunities for improvement, complaints If at any time you would like to discuss with us how the Services can be improved or if you have a complaint, we encourage you to speak first to the responsible account manager. If any matter is not resolved to your satisfaction, you should contact the Quality Department by email to qualitymatters@taxually.com. We aim to investigate matters brought to our attention promptly and to agree a mutually acceptable resolution wherever this is possible.
Assignment By accepting these Terms of Services, the Client accepts that at all times we are entitled to transfer the rights and obligations arising from these Terms of Services to any affiliated company, or a third party, whereupon all the rights and obligations under these Terms of Services shall pass on to the legal successor.
Third party rights. These Terms of Services do not create any rights for any person who is not a party to it, and only the Client may enforce any of its terms or rely on any exclusion or limitation contained herein.
Language The English version shall prevail of all legal statements, statutory declarations made by Taxually, including these Terms of Services. Taxually does not accept any kind of legal claims, or other complaints for misunderstandings, as a result of any mistranslation.
Applicable Law These Terms shall be governed by and construed in accordance with the laws of Ireland.
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 courts of Ireland.

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