Terms of Tax Payment Services
Last updated on: 15th of July,2024
By using the tax payment service ofTaxually, you are agreeing to be bound by these terms. Please read themcarefully.
References to “Taxually”, “we” or “us”, refer to Taxually InternationalLimited, a company established in Ireland under registration number 721246 andaddress at 40 Mespil Road, Dublin, D04 C2N4, and all affiliated companiesinvolved in the provision of the services. References to “you”/ “Client” mean thebusiness, person or other legal entity (“Organisation”) for which you act.(Client also includes a Client’s authorized users and employees as notified toTaxually.) You hereby confirm that you are eligible to act on behalf of yourOrganisation. The “Parties” refersto both you and us collectively.
Taxually and its brands providewebsites to support businesses with their international regulatory complianceobligations, available at taxually.com and further different websites and anyother website which might be operated by Taxually. Among other tools andservices, Taxually helps businesses with streamlined VAT registrations,preparing and submitting VAT and associated returns using the data provided byyou, monitoring filing obligations, tax payments, fiscal representation,notification management, tax expert services and registration andfilings related to green taxes and extended producer responsibility (EPR).These are set out in more detail in Taxually’s General Terms of Services.
These Terms of Tax Payment Servicesapply only to the tax payment service provided to the Clients.
Your use of the Tax Payment Servicesconstitutes your acceptance of these Terms.
These Terms may be updated from timeto time. You must review these Terms periodically and ensure you are familiarwith the latest version. We will provide you with reasonable advance notice byemail to your primary email address of any changes that materially affect youruse of the Tax Payment Services or adversely affect your rights under theseTerms of Tax Payment Services. Your continued use of the tax payment servicefollowing such notification constitutes your acceptance of those terms.
Notwithstanding the above, we canmodify these Terms of Tax Payment Services without notice and with immediateeffect if we are legally obliged to do so.
1 Definitions
Applicable Laws- The laws of the United Kingdom, however, as Taxually is a legal entitygoverned by the laws of Ireland and is subject to certain regulatory laws ofIreland therefore Irish export laws, anti-bribery and AML laws and also the EUGDPR shall be applicable to its provision of Tax Payment Services.
Availability - means the percentage of the time in a month,excluding Excused Downtime, that the Tax Payment Services are operable. The taxpayment service is deemed inoperable if the Client cannot access anyfunctionality of the Taxually TaxPay Platform.
Banking Partner- One of more third party financialservice providers licensed in the UK or a member state of the European Union,which shall provide banking services or payment provider services to Taxually,subject to its own terms of service as updated from time to time. BankingPartners are Third Party Suppliers.
Beneficiary - A tax authority or, in jurisdictions wherepayments cannot be made directly to the tax authority, a Fiscal Representativewhich is obliged to pay the tax authority.
Beneficiary Currency - The currency(s) selected by the Client from the list ofSettlement Currencies.
BPS- Basis Points being 1/100 of 1%.
Business Day- A day other than a Saturday, Sunday or public holiday in England or therelevant territory (with regard to the initiation of the payment, currencyexchanges, currency transmission and/or payment receipt), when banks are open for business during the periodfrom 9am to 5pm.
Cancelled Trade- A Forward Trade cancelled at the instruction of the Client, by or onbehalf of Taxually or Taxually’s Banking Partner.
Client Trade Fee - The TransactionAmount less the Trade Notional Amount. The Client Trade Fee to be charged byTaxually to Client is included in Schedule 3.
Close Out- When a Forward Trade becomes aCancelled Trade, Taxually’s Banking Partner will need to extinguish theirobligation to purchase the Trade Notional Amount in the Payment Currency.
Close Out Loss- A fee equal to the amount charged by Taxually’s Banking Partner to Taxuallydue to a Close Out, if any. Payable immediately by Client to Taxually via theTaxually TaxPay Bank Account or as directed by Taxually.
Close Out Recovery - Any monies recovered from a Client into the TaxuallyTaxPay Bank Account in respect of any Close Out Loss or similar fee, penalty orother charge imposed by the Banking Partner because of a Cancelled Trade.
Confidential Information – Anyconfidential information, material and data concerning the business or taxaffairs or suppliers of the other Party.
Confirmation- Client’s confirmation and agreement to the Transaction Amount and otherdetails of a Trade within the Taxually TaxPay Platform (along with anycalculations, sub-payments, payment references, Settlement Date, andSubmissions Due Date).
Confirmation Date - The date when Client confirms the Transaction Amount andother details of a Trade by lodging Confirmation in the Taxually TaxPayPlatform.
Costs of Recovery - All those thirdparty direct fees, charges, costs, expenses and other payables that Taxuallyincurs in pursuing recovery of any amount from the Client. Costs of Recoveryare to be reimbursed by the Client to Taxually to the Taxually TaxPay BankAccount.
Desucla- Desucla Limited a company registered in UK having its registered seat at
C/O Maple Accountancy Ltd, CarterHouse, Wyvern Business Park, Stanier Way Derby DE21 6BF Company number 12078865being a Third Party Supplier of Taxually in respect of Tax Payment Servicesonly.
Exceptional Admin Fee - A feecharged by Taxually to Client, to reimburse the additional administrativeburden associated with a Cancelled Trade that is not a Settled Trade until after the Settlement Date, as included in Schedule 3.
Excused Downtime - (excluded from the Availability calculation) meansdowntime that is caused by or due to:
i. Downtime resultingfrom a failure of Taxually’s or any of if Third Party Supplier’s systems,including host systems, web sites, firewalls, databases or any other systems orsoftware required to interact with the Taxually TaxPay Platform, in each caseto the extent not caused by Taxually.
ii. Downtime resultingfrom a failure of the hosting infrastructure to the extent not caused byTaxually.
iii. Downtimeduring any Scheduled Maintenance period as notified by Taxually.
iv. Downtime resultingfrom scheduled downtime as notified in advance to Client.
v. Downtime resultingto a Force Majeure event.
vi. Downtime resultingfrom the performance of third party service providers, not within Taxually’scontrol; telecommunications network providers, the internet, mobile operatornetworks, mobile data service, SMS providers, payments providers, Clientsoftware systems and push notification providers and Third Party Suppliers toTaxually (including Third Party Supplier products).
vii. Downtimeresulting from a breach by a client (including the Client) of the provisions ofthese Terms of Tax Payment Services;
viii. Downtimedue to emergency maintenance and updates for security or critical operationalreasons include to protect data, systems, people and/or funds.
Fees- The aggregate of the Client Trade Fee calculated on a per Trade basis, theExceptional Admin Fee, the Close Out Recovery, and the Tax CompensationReimbursement. Any Fees specified in these Terms do not include VAT, however ifapplicable VAT will be added to our Fees.
Fiscal Representative - A type of tax agent appointed by the Client to act as aconduit for payments in the respective jurisdiction and subject to approval byTaxually to be nominated as a Beneficiary.
Force Majeure Event - Any circumstance not within a Party's reasonable controlincluding:
(a) acts of God, flood, drought,earthquake or other natural disaster; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of orpreparation for war, armed conflict, imposition of sanctions, embargo, orbreaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a governmentor public authority, including imposing an export or import restriction, quotaor prohibition[, or failing to grant a necessary licence or consent]; (f)collapse of buildings, fire, explosion or accident; (g) interruption or failureof utility service; g) government, regulatory or other third party acts,omissions or determinations such as import/export and trade controls, currencycontrols and labour strike action and disputes.
Forward Trade - An FX Trade, other than a Spot Trade, where the PaymentCurrency is receivable from the Client after the Confirmation Date. ForwardTrades are subject to availability on the Taxually TaxPay Platform.
FX Margin- A margin determined by Taxually expressed in BPS but subject to a minimumamount of 20€ to be charged on the Trade Notional Amount and payable by theClient.
FX Margin Amount - The amount payable by the Client in the Payment Currencywhen the FX Margin is applied to the Trade Notional Amount.
FX Trade- Any Trade where the Payment Currency is different to the BeneficiaryCurrency.
Handling Margin - A margin determined by Taxually expressed inBPS but subject to a minimum amount of 20€ to be charged on the Trade NotionalAmount and payable by the Client.
Handling Margin Amount - The amount payable by the Client in the Payment Currencywhen the Handling Margin is applied to the Trade Notional Amount.
Intellectual Property Rights or IPR - Means any and all intellectualproperty rights of any nature anywhere in the world whether registered,unregistered or otherwise, including but not limited to patents, utilitymodels, trademarks, registered designs and domain names, applications for anyof the foregoing, trade or business names, goodwill, database rights, suigeneris rights, copyright and rights in the nature of copyright, design rights,rights in designs, moral rights, know-how and any other intellectual propertyrights including those which subsist in computer software, computer programs,websites, documents, information, techniques, business methods, drawings,logos, instruction manuals, lists and procedures and particulars of Taxually orits Third Party Suppliers or marketing methods and procedures and advertisingliterature, in each case for their full term, together with any renewals orextensions. IPR includes platforms and other softwares, including all releasesand versions and all derivative works, and includes any other software, data,materials, graphics, equipment, components or arrangements of components orfunctionality including (but not limited to) menu trees, buttons, websitearchitecture, process flow, payment methodology, wireframes, searches andnavigation paths generic roadmaps, product designs, technical outputs andproject plans, technical and other documentation provided to Client under thisTerms of Tax Payment Services which is owned by Taxually or its Third PartySuppliers and may also include licensed third party software and open-sourcesoftware licensed to Taxually. IPR includes proprietary software platform,selected modules or features of which are utilized to enable Taxually TaxPayPlatform and which includes the portions of IPR accessible by Clients to aClient’s device, including (but not limited to), for the purposes of allowingthe Client to access the Tax Payment Services.
Material Breach- A breach going to the root of the Terms of Tax Payment Services, inparticular the failure to pay any amount when due.
Payment Currency - The currency selected by the Client from the list ofReceiving Currencies
Persistent Breach – An irremediable Material Breach, being a Client breach intwo
consecutive Tax Periods or at leastthree breaches of Clause 3.2 within a four-month period. This remedy isavailable to Taxually notwithstanding any exercise of the right to ExceptionalAdmin Fee or otherwise.
Preparing and Filing Tax Returns - aservice of Taxually rendered to its Clients under its General Terms of Servicesand not under these Terms for Tax Payment Services.
Prior Agreement- these Terms of Tax Payment Services is supplemental to and standalone fromthe General Terms of Services of Taxually and neither agreement shall impact oraffect the other by way of rights of set off, counterclaim or otherwise.
Receiving Currencies - List of currencies in which inbound payments can bereceived by the Taxually TaxPay Bank Account.
Scheduled Maintenance - is a period in whichClient is notified in advance, (so far as reasonable with regard to emergencyand necessary security measures) during which Taxually may suspend Availabilityof all or part of the Services in order to carry out maintenance activities.Taxually shall use commerciallyreasonable efforts to ensure that any scheduled maintenance occurs in UK time(i) on Saturday and Sunday, (ii) before 7am (GMT) or after 9 pm (GMT), Mondaythrough Friday. Taxually may review thispolicy on a quarterly basis and, using system usage statistics, unilaterallydecide whether to define a new maintenance window.
Settlement Currencies - List of currencies in which outbound Beneficiary paymentscan be made.
Settled Trades- All Trades that are not Cancelled Trades and which have been fully dischargedby payment from the Banking Partner.
Settlement Date- The date by which the Transaction Amount must be received from the Client inthe Taxually TaxPay Bank Account. This is a maximum of 14 calendar days fromthe Confirmation Date and at least 5 Business days before the Submissions DueDate. In the case of a Spot Trade, the Settlement Date is the ConfirmationDate.
Settlement Period - The time periodbetween the Confirmation Date and the Settlement Date, if any.
Spot Trade - AnFX Trade that is not a Forward Trade.
Submissions Due Date - The date as set by a Beneficiary for submission of a taxpayment in local time, or as otherwise nominated by the Client.
Support- support in connection with the Taxually TaxPay Platform.
Tax Compensation Reimbursement – As defined in Clause 4.7.
Tax Payment Services (or Services) – Aservice, also branded as OneTax service, provided by Taxually to the Clientunder these Terms through which the Client can pay tax to tax authorities invarious jurisdictions (or, in jurisdictions where payments cannot be madedirectly to the tax authority, to a Fiscal Representative which is obliged topay the tax authority) in the currencies accepted by those tax authorities.
Taxually TaxPay Bank Account - The bank account held in the name of Taxually asregistered account holder with a Banking Partner for the purpose of provisionof the Tax Payment Services.
Taxually TaxPay Platform - A web-based service platform accessible for the Clientstrictly and solely for the purpose of using Taxually’s Tax Payment Servicespursuant to these Terms of Tax Payment Services.
Third Party Suppliers - Such third parties, also including Banking Partners andDesucla that provide services to Taxually as part of the Taxually TaxPayPlatform or otherwise to enable Taxually to provide the Tax Payment Services.
Trade -The aggregate of one or more payments to be made to one or more Beneficiariesacross one or more Settlement Currencies uploaded to the Taxually TaxPayPlatform by, or on behalf of the Client, and subject to Confirmation by theClient.
Trade Notional Amount - The total amountpayable to Taxually’s Banking Partner to be paid in the Payment Currency for aTrade as determined by Taxually’s Banking Partner, which also includes thetransfer fees charged by Taxually’s Banking Partner.
Transaction Amount - The Trade Notional Amount adjusted for the FX MarginAmount or the Handling Margin Amount, to be paid by or on behalf of the Clientin cleared funds to settle the Trade. This total amount will be included in theConfirmation.
Unsettled Trades - All Tradesthat are not Cancelled Trades or Settled Trades (fully discharged).
2 Summary of Taxually’s TaxPayment Services
2.1 Taxually provides Tax PaymentServices pursuant to these Terms through the Taxually Taxpay Platform to itsClients subscribed for the Services. The underlying foreign exchange andpayment provider services are provided by Taxually’s Banking Partners that arelicensed in the UK or an EU member state to provide such services.
2.2 Under these terms Taxually ismandated by the Client to transact with the Banking Partner in its own name butas an agent of the Client. The Tax Payment Services provided by Taxually areauxiliary and subject to Client’s subscription to the Tax Returns Preparing andFiling services and/or fiscal representation services provided by Taxually.
2.3 Accordingly, the use of TaxPayment Services by a Client is subject to subscription by the Client toTaxually’s services for Preparing and Filing Tax Returns and/or fiscalrepresentation . Client shall provide to Taxually such tax reference numbers byterritory and materials as Taxually reasonably requires to provide the TaxPayment Services.
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2.4 Taxually maintains a bankaccount (Taxually TaxPay Bank Account) with a Banking Partner. Taxually willdesignate a sub-account of the Taxually TaxPay Bank Account for the Client (a “Sub-Account”)and may provide an individual virtual IBAN. Unless directed otherwise theClient shall pay the Transaction Amount and any other amounts payable underthese Terms to the Taxually TaxPay Bank Account by electronic transfer.
2.5 When the Client’s tax returnbecomes final (please see the relevant deadlines in Schedule 4), the Clientwill be notified of its tax payment obligation and the relevant TransactionAmount through the Taxually TaxPay Platform. If the Client confirms the details of a Tradethrough the Taxually TaxPay Platform it will become a confirmed Trade (“ConfirmedTrade”).
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2.6 In case of a Spot Trade theClient can only confirm the Trade after it pays the Transaction Amount to theTaxually TaxPay Bank Account i.e. subject to sufficient available balance beingheld in the Taxually TaxPay Bank Account by the Client. In case of a Forward Trade or a Trade that is not an FX Trade theClient shall pay the Transaction Amount to theTaxually TaxPay Bank Account within the Settlement Period.
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2.7 If the Transaction Amount isreceived in the Taxually TaxPay Bank Account (i.e. sufficient available balanceis held in the Taxually TaxPay Bank Account by the Client) by the SettlementDate, Taxually will initiate the tax payment to the Beneficiarythrough the Banking Partner.
2.8 The Client may initiate cancellation of a Confirmed Trade that is not a Settled Trade throughcontacting Taxually support. The Client cannot cancel a Spot Trade as it isprocessed immediately. In certain cases as regulated in these Terms Taxually ora Banking Partner may also initiate cancellation of Confirmed Trades that are not Settled Trades. (CancelledTrade)
2.9 When a Confirmed Forward Trade is cancelled or when the TransactionAmount is not paid within the Settlement Period an Exceptional Admin Fee willbe charged to Client.
2.10 When a Forward Trade becomes a Cancelled Trade, the Banking Partnerwill need to extinguish its obligation to purchase the Trade Notional Amount inthe Payment Currency (Close Out). When theBanking Partner charges a fee, penalty or other charge (Close Out Loss) toTaxually due to a Close Out, the Client will be obliged to reimburse the sameamount to Taxually (Close Out Recovery).
2.11 Taxually may deduct any overdueFees (or any other overdue amount to be reimbursed by the Client to Taxuallyunder these Terms) from the balance held by the Client in the Taxually TaxPayBank Account by notifying the Client of such deduction. If as a result of suchdeduction the balance of the Client’s Sub-Account falls below the TransactionAmount of a Trade then the Client shall have until the Settlement Date toprovide the required funds missing from the Transaction Amount. Supplementingsuch balance by the Client to match the Transaction Amount shall be a conditionfor Taxually to process such Trade in accordance with Clause 3.2 below.Taxually shall not be liable for the consequences of such deduction.
2.12 Taxually reserves the right torequire a specific balance to be held by the Client in the Taxually TaxPay BankAccount as a condition to initiating any Trade. Such balance may be determinedby Taxually from time to time in its reasonable discretion. After theConfirmation of a Forward Trade Taxually may also require the Client to prepayall or part of the Transaction Amount to the Taxually TaxPay Bank Account priorto the Settlement Date.
3 Taxually’s obligations
- Taxually shall:
3.1 Provide Tax Payment Servicesand Support to Client pursuant to these Terms.
3.2 Following Confirmation in theTaxually TaxPay Platform Taxually shall,
3.2.1 in the event of a ForwardTrade:
3.2.1.1 liaise with the Banking Partnerto reserve the required amount of the BeneficiaryCurrency and take such action as necessary to process the Trade, subject to Confirmationand receipt of cleared funds;
3.2.1.2 facilitate the Taxually TaxPayPlatform to trigger a request for payment by the Client into the TaxuallyTaxPay Bank Account of the Transaction Amount on or before the Settlement Date;
3.2.1.3 upon receipt of cleared fundsrepresenting the Transaction Amount intothe Taxually TaxPay, promptly instruct Banking Partner to process the Trade andexecute the nominated payments within the Trade to the Beneficiary, retainingdocumentation and records associated with such payments.
3.2.2 in the event of a Spot Trade:
3.2.2.1 liaise with its Banking Partnerto reserve the required amount of the Beneficiary Currency and take such actionas necessary to process the Trade, subject to Confirmation and sufficientavailable balance of the selected Payment Currency being held in the TaxuallyTaxPay Bank Account by the Client;
3.2.2.2 upon Confirmation promptlyinstruct its Banking Partner to process the Trade and execute the nominatedpayments within the Trade to the Beneficiary, retaining documentation andrecords associated with such payments.
3.2.3 in the event of a Trade that isnot an FX Trade:
3.2.3.1 facilitate the Taxually TaxPayPlatform to trigger a request for payment by the Client into the TaxuallyTaxPay Bank Account of the Transaction Amount on or before the Settlement Date;
3.2.3.2 upon receipt of cleared fundsrepresenting the Transaction Amount into the relevant Sub-Account of theTaxually TaxPay Bank Account promptly instruct its Banking Partner to processthe Trade and execute the nominated payments within the Trade to the Beneficiary,retaining documentation and records associated with such payments.
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3.3 Taxually shall hold any excessmonies on behalf of the Client following execution of a Trade to the Client’sorder pending future Trades for the Client.
3.4 In the case of a Forward Tradeor a Trade that is not an FX Trade, if the Client only makes partial payment ofthe amount due pursuant to the Transaction Amount (Unsettled Trade) and if theTrade comprises payments to more than one Beneficiary, Taxually will usereasonable endeavours to settle such tax payments (in priority of SubmissionsDue Date) to the extent that sufficient balance is held for the Client in theTaxually TaxPay Bank Account net of the relevant Client Trade Fee. The TaxuallyTaxpay Platform will notify the Client of a partial payment or shortfall. Anypartial payments can only be applied to process a Trade (the Trade for whichthe payment was intended or another Trade of the Client); refunds to the Clientwill not be made with regard to Taxually’s Anti-Money Laundering and complianceobligations.
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3.5 Taxually shall initiatepayments through a Banking Partner pursuant to these Terms of Tax PaymentServices, subject to delays outside of its reasonable control, promptly fromreceipt of cleared funds and from existing Client balance where required.
3.6 Taxually shall provide to theClient access at all times online to view the balance of the Client’sSub-Account, receipts and payments.
3.7 Taxually may in its reasonablediscretion refuse to provide Tax Payment Services to a Client, for e.g. wherethis would put Taxually or any of its Third Party Suppliers in breach ofexisting agreements or legal obligations. Taxually undertakes to inform Clientthrough the Taxually TaxPay Platform of any such refusal (unless suchnotification is prohibited by law) and Taxually shall process such Client’spreviously Confirmed Trades.
3.8 Taxually is not liable for anydelays or failure to provide the Tax Payment Services due to the followingfactors:
3.8.1 Non-availability of theTaxually TaxPay Platform due to Excused Downtime or where Client creates a newpayment, chooses a settlement currency or makes a payment during a period ofunavailability where the action would breach these Terms of Tax Payment Serviceseven if the system was fully available;
3.8.2 Delays or mistakes made by theClient in (i) Trades entered by the Client, (ii) submission paperwork requiredby a Beneficiary, (iii) Settlement Dates, (iv) Submission Due Dates (v)Confirmations or, (vi) new Beneficiary supporting documentation or (vii)failure to complete any part of the process to enable a payment to be fullyprocessed/actioned;
3.8.3 Late, partial or cancelledpayments by or on behalf of the Client into the Taxually TaxPay Bank Account ofthe Transaction Amount by the Settlement Date;
3.8.4 Trades where the ConfirmationDate is less than 5 Business Days before the Submissions Due Date;
3.8.5 Delayed Trades where theConfirmation Date is less than 5 Business Days before the Submission Due Date;
3.8.6 Incomplete payments into theClient’s Sub-Account of the Transaction Amount by the Settlement Date;
3.8.7 Cancelled payments into theSub-Account of the Transaction Amount by the Settlement Date;
3.8.8 Banking Partner delays causedby regulatory conditions/requirements in any transitory country for exampleAnti Money Laundering requirements, Know Your Customer (“KYC”) requirements orregulatory impositions that restrict the flow of funds to the required payee;
3.8.9 Suspension of the TaxuallyTaxPay Bank Account by the Banking Partner;
3.8.10 Foreign Exchange controlsimposed by governments or their nominated agencies that prevent the executionof trades between set currencies;
3.8.11 Suspension of service due toactual or reasonably believed malicious or fraudulent activity on the platformby a client that causes or requires forensic review, stabilisation and/orrecovery activity;
3.8.12 Suspension of service duringtargeted and maintained cyber security events that require the service to beprotected to protect funds;
3.8.13 Regulatory or compliancedemands to suspend or limit the services offered to Client for legallyenforceable events (such as may be defined now or in the future).
4 Late payments or cancellation,underpayment
4.1 If the Client submitsConfirmation of a Forward Trade or a Trade that is not an FX Trade but then (i)cancels the payment or (ii) does not make full payment of cleared funds withinthe Settlement Period for the Transaction Amount, :
4.1.1 Taxually reserves the right to suspend the TaxPayment Services and access to the Taxually TaxPay Platform on immediate noticeto the Client through the Taxually TaxPay Platform and any future reinstatementof the Services and access to the Taxually TaxPay Platform for the Client willbe at the sole discretion of Taxually;
4.1.2 Taxually reserves the right to determine the Tradeas a Cancelled Trade;
4.1.3 where the cancellation or late payment leads to aCancelled Trade then Taxually will become liable to the Banking Partners ondemand to pay all fees and Close Out Losses incurred from the Close Out of anyFX Trade. The Client is then required to reimburse such losses to Taxually uponfirst demand (Close Out Recovery).
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4.2 Client shall also be requiredto pay to Taxually an Exceptional Admin Fee in respect of additionaladministrative burdens where:
4.2.1 Client fails to pay the Transaction Amount or doesnot make full payment of cleared funds as the Confirmation requires within theSettlement Period necessitating Taxually to determine a Forward Trade as aCancelled Trade;
4.2.2 Client does not provide cleared funds into therelevant Sub-Account during the Settlement Period of a Forward Trade and thepayment is still to be executed; or
4.2.3 a Close Out Loss is incurred; in such case theExceptional Admin Fee charge will be repeated every 28 days until the Close OutLoss is not offset by a corresponding Close Out Recovery.
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4.3 The Exceptional Admin Fee shallbe without prejudice to Taxually’s rights to suspend, terminate or otherwiseenforce its obligations pursuant to these Terms of Tax Payment Services.
4.4 For the avoidance of doubt,where a Close Out results in a net receivable position for Taxually, it shallnot be required to reimburse the Client or otherwise make any payment to theClient in respect of any monies Taxually received from the Banking Partner.
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4.5 In the event of underpayment ofthe Transaction Amount from the Client:
4.5.1 the Client shall have until the Settlement Date tosettle the required additional funds outstanding from the Transaction Amount;
4.5.2 If the full amount has not been received by Taxuallyby the Settlement Date deadline, Taxually will use reasonable endeavours to make a partial tax payment to the relevant Beneficiary in accordance withClause 3.4 but accepts no responsibility for any penalties or fees that mayresult from such partial payment;
4.5.3 Taxually reserves the right to suspend the Servicesfor the Client on immediate notice to the Client through the Taxually TaxPayPlatform and any future reinstatement of the Services will be at the solediscretion of Taxually;
4.5.4 In recognition of the additional administrativeburden associated with handling underpayments in Forward Trades, theExceptional Admin Fee will be imposed on the Client, without prejudice toTaxually’s rights to suspend, terminate or otherwise enforce its obligationspursuant to these Terms.
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4.6 Taxually may in its absolutediscretion exercise full step-in rights in the event of inability of Client tofulfil its compliance obligations in the designated jurisdiction. This rightdoes not operate as a waiver of Taxually’s rights pursuant to these Terms or inany way cancel or limit Client’s liability but shall be a reasonable optionalstep by Taxually if it deems appropriate to minimise damages caused by Client’sbreach.
4.7 Client shall reimburse alldamages, costs, penalties, fees and other losses imposed by courts, tax orregulatory authorities on Taxually as a result of any late payment orunderpayment of tax by Client or any other breach by Client of these Terms ofTax Payment Services (“Tax Compensation Reimbursement”).
4.8 Client shall also reimburse alldamages, costs, penalties, fees and other losses imposed by the Banking Partneror other Third Party Suppliers on Taxually as a result of any breach by Clientof these Terms of Tax Payment Services.
4.9 Taxually also reserves theright to require a cash collateral from the Client in the amount as reasonablydetermined by Taxually (the “Collateral”) as a condition to commence theprovision of the Services or as a condition to continue the provision of theServices depending on its risk assessment. Such payment shall be directly intothe Taxually TaxPay Bank Account. Taxually may only use the Collateral forrecovering its Fees and any damages, costs, penalties, fees and other losses itincurs directly or indirectly as a result of the Client’s failure to make fullpayment of the Transaction Amount by the Settlement Date or any other breach ofthese Terms by the Client. Upon request by Taxually the Client shall supplementor increase the amount of the Collateral. If the Client fails to provide,supplement or increase such Collateral then Taxually may suspend the provisionof Services to the Client. Any Collateral shall only be returned to the Clientafter termination of the Services or earlier as determined by Taxually in itsreasonable discretion.
4.10 Client is solely responsiblefor ensuring that payments into the Taxually TaxPay Bank Account are madesafely, securely and cleared before the applicable deadlines. Client willnotify Taxually as soon as reasonably possible in case of any delay. It shallbe the Client’s responsibility to ensure that tax payment due dates reflectlocal time zones when setting Trades.
4.11 Client shall be liable for all acts and omissions of its personneland subcontractors. It shall ensure that Taxually TaxPay Platform uniqueusernames and passwords are protected and not shared, save as strictlynecessary for Client access for the Tax Payment Services.
5 Warranties
5.1 Taxually represents, warrantsand covenants that:
5.1.1 It shall perform the Tax Payment Services in atimely, professional and competent manner and in accordance with the highstandard of care prevailing among providers of similar services;
5.1.2 It has the full legal right to provide all Servicesunder these Terms. However, Taxually is not a licensed payment servicesprovider and only acts as the agent of the Client when transacting, in its ownname, with the Banking Partner that provides the underlying foreign exchangeand payment provider services necessary for making the required tax payments;
5.1.3 It shall comply with Applicable Laws;
5.1.4 It shall comply with current data securityrequirements in accordance with EU GDPR and comply with its published privacypolicy at: https://www.taxually.com/privacy-policy/
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5.2 Save as expressly provided,Taxually provides the Services and the Taxually TaxPay Platform on an "asis" and "as available" basis and expressly disclaims to themaximum extent permitted by Applicable Laws, any and all representations andwarranties, express, implied or statutory, as to merchantability, fitness for aparticular purpose, system integration and data accuracy.
5.3 We specifically do not warrantor guarantee (1) that the Taxually TaxPay Platform or any host services or anyportion thereof will be free of infection by viruses, or anything elsemanifesting contaminating or destructive properties, or (2) that the functionsperformed by the Taxually TaxPay Platform or any host services or Third PartySupplier platforms will be uninterrupted or error-free or that defects in thePlatform or any host services will be corrected. It is your sole responsibilityto execute anti-contamination/virus software and otherwise take steps to ensurethat the Taxually TaxPay Platform and any host services, if contaminated orinfected, will not damage your information or system.
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5.4 Each Party warrants that:
5.4.1 it has the power to enter into and to fully performthese Terms and the performance of any of its obligations under these Termsdoes not and will not infringe upon the rights of any person including theother Party (including IPRs);
5.4.2 it shall carry out and perform its obligations underthese Terms in full compliance with all Applicable Laws, obtain all necessaryconsents including in respect of data protection.
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5.5 Each Party acknowledges andagrees that Taxually accepts no liability, provides no warranties and makes norepresentation in respect of services provided by Banking Partners and ThirdParty Suppliers, including Desucla nor in respect of services other than theseTax Payment Services. No liability is accepted for delays caused by BankingPartners or other matters outside of Taxually’s reasonable direct control.
6 Subscription, Fees and OtherPayments
6.1 You can subscribe for Tax Payment Services if you already have anaccount with us for Preparing and Filing Tax Returns and/or fiscalrepresentation services. The provision of Services under your subscription issubject to you providing, in the requested form and with the requestedformalities, all documents and information required by us for KYC, Anti-MoneyLaundering, compliance or other statutory purposes and also to comply with ourrisk assessment procedures and with the Banking Partner’s requirements. Youaccept that we may require you to provide us with additional information anddocuments from time to time, and also in relation to the source of funds. Youshall immediately notify us and provide copies of and access to any relevantinformation about any of the following at the point of subscription as well asthroughout the course of this relationship, or when reasonably requested by us:
o (a) if you are authorized toissue bearer shares;
o (b) if you have issued andmaintain any bearer shares;
o (c) in the event that there areany changes in legal and/or
o beneficial ownership of anybearer shares issued by you;
o and
o (d) in the event that any newbearer shares are issued by
o you.
6.2 We may conduct soft searches onyou, your directors, shareholders and authorized users of the Taxually PaxPayPlatform through an identity referencing agency and through other sources ofinformation and use scoring methods to verify your identity.
6.3 By subscribing to our TaxPayment Services you confirm that you are using the Services for your own taxpayment (and no other) purposes and not for the business activities of anythird party. You also confirm that you are not engaged in any Prohibited Activitiesas listed in Schedule 2 hereto.
6.4 Unless otherwise permitted byus, the account from which you upload funds to the Taxually PaxPay Bank Accountmust be in the name of your business. When you upload funds to the TaxuallyPaxPay Bank Account, the Banking Partner will issue us with electronic moneyfor that same value. You acknowledge and accept that electronic money is notcovered by the statutory deposit guarantee scheme of the Banking Partner’sjurisdiction and the financial position of the Banking Partner is beyond ourreasonable control.
6.5 Initiating the cancellation ofa Confirmed Trade by you will always be subject to the Banking Partner’sservice terms also including its deadlines for such cancellation and if suchcancellation is allowed by those terms. You acknowledge that the Banking Partnermay also cancel a Trade in accordance with its terms of service.
6.6 You acknowledge and agree thatwe cannot verify nor guarantee the accuracy, authenticity, reliability,appropriateness, or completeness of any and all information and data that isprovided by the Banking Partner and made available to you through the TaxuallyTaxPay Platform (including but not limited to, where applicable, any underlyingforeign exchange rates for the calculation of Transaction Amounts) as those arebeyond our reasonable control.
6.7 We are not required to discloseto you the name or other details of Banking Partners or the terms of ouragreements we conclude with Banking Partners.
6.8 You are not entitled to receivefunds from third parties to the Taxually TaxPay Bank Account.
6.9 You are not allowed to downloador store data accessed via the Taxually TaxPay Platform for any purpose otherthan recordkeeping.
6.10 The Transaction Amount (whichincludes the Client Trade Fee) will be displayed in the Taxually TaxPayPlatform before you confirm a Trade..
6.11 In case a Close Out Loss isincurred Taxually will notify you of the amount of Close Out Loss. Similarly,when an Exceptional Admin Fee becomes due Taxually will also notify you of itsamount. The Exceptional Admin Fee charge will be repeated every 28 days untilthe Close Out Loss is not offset by a corresponding Close Out Recovery.
6.12 We will notify you by email atleast 15 days in advance of any Fee change being effective.
o
6.13 If any Fees remain partially or fully unpaid for more than 5 daysafter the payment due date, we reserve the right to suspend or terminate yourSubscription with immediate effect. In case of suspension no further TaxPayment Services or any other Taxually services will be provided until alloutstanding Fees are paid in full.
6.14 Unless otherwise stated, feesare exclusive of taxes and other government charges.
7 Termination or suspension ofyour subscription
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7.1 You may terminate yoursubscription for Tax Payment Services at any time by contacting Taxuallysupport and following the instructions provided.
7.2 In case of termination of subscription by you, you will be liable toimmediately pay all outstanding Fees, and we will issue an invoice for suchamount. You shall not be entitled to refunds.
7.3 Without affecting any other rights or remedies available to us, wemay suspend or terminate your subscription (and by that the provision of TaxPayment Services under these Terms) immediately, entirely or partly, if:
7.3.1 we are required by law to doso;
7.3.2 we suspect that you or yourbusiness is involved in fraudulent activity;
7.3.3 by commencing or continuing theprovision of the Services to you we would be in breach of the BankingPartner’s, Desucla’s or any other Third Party Supplier’s service terms andconditions;
7.3.4 you become insolvent or go intoeither compulsory or voluntary liquidation (except for the purpose of solventreconstruction) or if a receiver, administrative receiver or administrator isappointed in respect of the whole or any part of your assets or if you make anassignment for the benefit of your creditors generally or threaten to do any ofthese things or any similar event occurs in any other jurisdiction and/or youare unable substantially to fulfill all of your obligations pursuant to theseTerms;
7.3.5 you are in Material Breach orPersistent Breach of these Terms of Tax Payment Services or our General Termsof Services;
7.3.6 you are in breach in twoconsecutive tax periods or commit at least three breaches within a four-monthperiod;
7.3.7 you or somebody working on yourbehalf has been abusive towards any Taxually employee or contractor;
7.3.8 you are or we believe that youmay be (or will be) in breach of any of your tax obligations;
7.3.9 any Fees owed to usare overdue for more than 5 days;
7.3.10 if we have reason to believethat the data necessary for us to provide our Tax Payment Services have notbeen fully transferred to us;
7.3.11 if any Third Party Supplier ofTaxually terminates or suspends its service agreement with Taxually eithergenerally or with respect to you only or if such Third Party Supplier otherwiseceases to provide services to Taxually, provided that those services werenecessary for our provision of the Tax Payment Services;
7.3.12 for convenience without reasonor cause subject to 90 days’ prior written notice;
7.3.13 in any other cases asspecifically included in these Terms.
7.4 Taxually reserves the right tobe exercised reasonably to suspend the subscription in respect of your futureTrades where no tax payment has yet been Confirmed provided that it notifiesyou of such suspension.
7.5 In case of termination orsuspension for any situation under this Clause we accept no liability for theconsequences of that termination or suspension.
7.6 Any right of a Party expresslyto suspend these Terms shall not operate as a waiver of the suspending Party’srights.
7.7 We may also terminate yoursubscription if we consider that we are no longer able to provide the TaxPayment Services for which you subscribed. In such circumstances, we willprovide you with a notice by email.
7.8 Any provision of these Termsthat expressly or by implication is intended to come into or continue in forceon or after termination will remain in full force and effect. Termination ofyour subscription will not affect any of the rights, remedies, obligations orliabilities of the Parties that have accrued up to the date of termination,including the right to claim damages in respect of any breach of these Termswhich existed at or before the date of termination.
7.9 On the suspension ortermination date:
7.9.1 Access to the Taxually TaxPay Platform by Clientwill become ‘read only’ and access shall cease 30 days after the terminationdate;
7.9.2 Client’s funds held in the Taxually TaxPay BankAccount(s) i) shall be applied to pay outstanding Fees; then ii) which arerequired to settle Confirmed Trades in the current tax period, shall be paid;and then iii) any balance after i), ii)and after deduction of any other sums that may be due to us under these Termsin respect of a suspended Client shall remain held on behalf of such Clientpending resolution of suspension and in the case of a terminated Client, shallbe returned to such Client by Taxually promptly;
7.9.3 The Client’s Taxually TaxPay Platform licence shallimmediately be suspended or terminated at the effective date of terminationunless Taxually agrees to the contrary in writing in its absolute discretion;
7.9.4 Taxually shall certify destruction of ClientConfidential Information, save as it deems necessary for its legitimatepurposes; it may retain one archival copy of all relevant materials.
8 Copyright and License
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8.3 All materials on the TaxuallyTaxPay Platform are proprietary to Taxually or its Third Party Suppliers,constitute valuable IPR, are copyrighted and are protected under treatyprovisions and worldwide copyright laws, and may not be reproduced, copied, edited,published, transmitted or uploaded in any way without written permission fromTaxually.
8.4 Subject to your compliance withyour obligations under these Terms of Tax Payment Services, we grant you arevocable, non-exclusive, non-sublicensable, non-transferrable right to use andaccess any features and functionalities that are included in the TaxuallyTaxPay Platform, for the duration of the Subscription Period. Your use of andaccess to the Taxually TaxPay Platform is limited to your normal businesspurposes. You acknowledge and agree that you do not acquire any IPR relating tothe Platform or such Services. Taxually may also revoke the Client’s right touse the Platform in case it suspends the Client’s subscription.
8.5 Taxually may disable any loginor password, whether chosen by Client or allocated by Taxually, at any time,for security reasons or if it believes that Client has failed to comply withany of the material provisions contained in these Terms.
9 Limitation of Liability
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9.3 Nothing in these Terms willexclude or limit:
9.3.1 either Party’s liability (i) for death or personalinjury caused by such Party’s negligence or the negligence of such Party'semployees, agents or sub-contractors (ii) for fraud or fraudulentmisrepresentation, gross negligence or wilful breach (iii) for any otherliability that cannot be excluded or limited by Applicable Law or (iv) breachof IPR obligations set out in Clause 8; or
9.3.2 Client’s liability pursuant to sub-Clause 9.1.3 or10.4 below.
9.3.3 Client indemnifies Taxually, its officers,directors, subsidiaries, affiliates and agents for any and all damages, costs,penalties, and other losses and claims by tax authorities or courts orregulatory authorities in respect of a Client’s tax liability and tax paymentdelays, notwithstanding any Banking Partner delays, save if and to the extentthat Taxually is itself in Material Breach of these Terms.
▪
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9.4 Taxually is not liable:
9.4.1 for any delays due to factors beyond its direct orreasonable control, including either as to: Availability of the Taxually TaxPayPlatform; processing, onward payment delays or delays with the Beneficiary orby the Banking Partner and other matters as set out in Clause 3.8;
9.4.2 to the Client or any third party for any incidental,indirect, consequential, punitive, exemplary, lost profits or special damages,whether or not Taxually or the Client has been advised of the possibility ofsuch damages and even if such damages are reasonably foreseeable;
9.4.3 for any fees, penalties, interest and other chargesassessed by a tax or other regulatory authority or otherwise due to a partial,late or missed filing resulting from the Client’s failure to provide anyrequired information or timely approval of a tax return, or due to a partial,late or missed tax obligation or other payment owed by the Client;
9.4.4 for any breach (also including a Material Breach) incircumstances where it is not able to carry out its obligations under theseTerms as a result of: i. a breach by Client, and/or ii. a failure or delay byClient to complete or deliver some document, specification, connectivity orother deliverable as reasonably and expressly required by Taxually andcontemplated in these Terms; or iii. a breach or failure by the hostingprovider or Banking Partner or delays with the tax authority receivingfunds.
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9.5 We are not able to guaranteethat your access to the Services through the Taxually TaxPay Platform will beuninterrupted, continuous or error free and we shall not be liable to you ifyou are not able to access the Services.
▪
9.6 Taxually’s total liability inrespect of any obligation to be performed under these Terms in contract, tort(including negligence or breach of statutory duty), misrepresentation,restitution or otherwise, arising in connection with the performance or contemplatedperformance of these Terms will be limited to the amount of Fees paid toTaxually by the Client in the previous three months.
9.7 In no circumstances shallTaxually be liable to the Client for risks, costs, liability or damages forevents, delays or circumstances beyond Taxually’s reasonable control, includingBanking Partner or other Third Party Supplier or other third party delays.
9.8 Client shall remain responsiblefor data provided by it. No Client claim shall be asserted against Taxually,its affiliates or officers, directors, employees, shareholders, agents,subcontractors, representatives, licensors, successors or assignees based uponConfirmations or data which are inaccurate, faulty, delayed or unavailablewhere such problems are a result of the acts or omissions of the Client.
o
9.9 Taxually is not responsible forout of date Confirmations or data or information provided by Client.
9.10 The Client materials and dataare its Confidential Information and not made available to third parties saveas the TaxPay Services require. This data may include Personal Data as definedin the EU General Data Protection Regulations (GDPR) as amended from time totime, in which case it shall be subject to appropriate technical andorganisational measures to be processed securely by Taxually and its ThirdParty Suppliers and Banking Partners. Client hereby consents to the transfer ofsuch data to the territories as the Tax Payment Services require. Each Partyundertakes that it will not at any time disclose to any person any ConfidentialInformation concerning the business or tax affairs or suppliers of the otherParty, except as permitted by these Terms.
o
9.11 Taxually’s Privacy Policy(published on its website) applies to all data processing; the Client is alsoreferred to the published privacy policies of each named Third Party Supplier,including Desucla. Client hereby consents to the transfer of such data to theTerritory as the Tax Payment Services require. A data processing agreementproviding for the UK standard clauses for transfers of Personal Data outside ofthe UK or EEA is available on request.
o
10 Your liability
10.3 The Client shall be solelyliable for the Client’s tax liabilities and obligations. Client fullyindemnifies Taxually, its officers, personnel, sub-contractors and Third PartySuppliers and affiliates against all tax liabilities and claims in connection withthe Tax Payment Services, save where Taxually is in Material Breach of theseTerms and the damage suffered flows directly from such breach.
10.4 Without prejudice to Taxually’srights to claim its Fees, if for any reason any payment under these Terms isnot made when due by the Client, Taxually reserves the right to be paid on anindemnity basis, any costs incurred in recovering any money due under theseTerms (and the costs of recovering such costs) including its administrativecosts and any costs incurred with lawyers or debt collection agencies.Taxually’s administrative costs may include the cost of employing the staffconcerned and the overheads attributable to them for the time spent.
o
10.5 We reserve the right to appointlawyers and/or debt collection agencies to act on our behalf to collect unpaidFees. We further reserve the right to claim all costs (including but notlimited to reasonable third-party direct fees, charges, costs, expenses andother payables) related to the collection of said debt in addition to interestat 3% above the Euribor rate.
10.6 The Client shall indemnify andhold Taxually (including its affiliates, directors, officers, employees, agentsand subcontractors) harmless against any costs, claims, penalties and/orcharges imposed by any relevant authority arising out of or in connection withthe provision of the tax payment service provided by Taxually to the Client, inparticular, as a result of:
- any documentation and/or information which the Client has toprovide to Taxually being untrue, inaccurate, out of date, incomplete orotherwise incorrect;
- any negligent, misleading, fraudulent or dishonest act or omissionby the Client, also including any activity that constitutes tax avoidance orevasion; and/or
- any other breach of these Terms of Tax Payment Services by theClient; and/or
- any failure by Client to obtain all necessary consents forprocessing of Personal Data as the Tax Payment Services require.
10.7 In case of any breach to theseTerms of Tax Payment Services the Client shall also be liable to reimburse anyfees, costs and expenses (also including legal fees) that Taxually (or any ofits affiliates, directors, officers, employees, agents and subcontractors)incurs in connection with such breach, and its defense against the relevantauthorities. Similarly, the Client shall be liable to reimburse any Costs ofRecovery incurred by Taxually.
11 Non-Disparagement
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o Each Party shall refrain from engaging in any unfair businesspractices, including disparagement.
12 Other General provisions
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12.3 Mutual Obligations: Each Partyshall be liable for all acts and omissions of its personnel and subcontractors.It shall ensure that Taxually TaxPay Platform unique usernames and passwordsare protected and not shared, save as strictly necessary for access for theServices.
12.4 Complete Agreement: These Termscontain all covenants, representations and warranties of the Parties withrespect to the subject matter hereof, sets forth the entire agreement of theParties with respect to the subject matter hereof, and supersedes any prioragreement and contemporaneous oral agreements of the Parties concerning itssubject matter.
12.5 Severability: If any term or provision set forth in theseTerms shall be invalid or unenforceable, the remainder of these Terms shall beconstrued in all respects as if such invalid or unenforceable term or provisionwere omitted.
12.6 Governing Law: These Terms aregoverned by the laws of the United Kingdom and the Parties hereby submit to theexclusive jurisdiction of the courts of the United Kingdom without givingeffect to any choice of law principles or provisions relating to conflicts oflaws that would require the laws of another jurisdiction to apply.
12.7 Survival: The Parties shallhave no further obligations or rights under these Terms after its termination,without prejudice to any obligations or rights which have accrued to eitherParty at the time of termination save that those clauses which by their natureshould survive termination, including clauses related to, Fees, IPR,indemnities, Data Privacy, Non-Solicitation and Compliance shall survivetermination.
12.8 Third Party Rights: A personwho is not a party to these Terms (including Desucla or Banking Partner) has noright to rely upon or enforce any term of these Terms pursuant to the Contracts(Rights of Third Parties) Act 1999 and neither Party can enforce its rightsdirectly against third parties, but this does not affect any statutory orregulatory right or remedy of a third party which exists or is available to it.
12.9 Nature: The Parties areindependent contractors, and no agency, partnership, joint venture, oremployment is created as a result of these Terms. These Terms do not constitutean employee hiring by either Party. It is the Parties’ intention that Taxually shallhave an independent contractor status and no Taxually personnel or affiliatesshall be an employee of Client for any purposes.
12.10 Publicity: Neither Party shallpublicise or disclose the existence, nature or terms of these Terms withoutexpress written consent of the other Party, save as strictly necessary for thepurposes of these Terms. A Party’s logos and a hyperlink may not be usedwithout its prior written consent.
12.11 Notices. Notices by eitherParty to the other shall be in writing and deemed delivered 10 Business Daysafter first class post or delivered by email where a read receipt isobtained. Taxually may also sendnotices, including but not limited to the ones expressly included in theseTerms as such, to the Client through the Taxually TaxPay Platform.
12.12 Export and Compliance.
12.12.1 ExportControls: The Parties agree to comply fully with all applicable export laws,regulations and directives applicable to the Services. Taxually will not importor export, directly or indirectly, any technical data (or any products,including software, incorporating any such data) in breach of any suchapplicable laws to any country for which the government or any agency thereofat the time of import pr export requires an import or export licence or othergovernmental approval without first obtaining such licence or approval.
o The Parties shall comply withall export controls or economic sanctions laws and regulations and obtain anyand all necessary licences from any country that imposes export controls oreconomic sanctions regulations; and shall not obtain fees from any person orentity subject to sanctions through designation on, or direct or indirectownership or control by one or more persons or entities that are themselvesdesignated on, a government-issued prohibited parties list.
12.12.2 Compliance: The Parties shall:
(a) avoid deceptive, misleading or unethical practices that are, ormight be, detrimental to the other Party, the Service or the public and shallnot publish or employ, or co-operate in the publication or employment of, anyfalse, misleading or deceptive advertising material or other representationswith regard to the other Party or the Services;
(b) not on-supply the Services to any other person or entities;
(c) comply with all Applicable Laws, regulations and sanctions relatingto anti-bribery and anti-corruption (“Relevant Requirements”);
(d) not engage in any activity, practice or conduct which wouldconstitute an offence under any applicable anti-bribery or anti-corruption law;
(e) have and shall maintain in place throughout the term of these Termsits own policies and procedures, including but not limited to adequateprocedures under applicable anti-bribery law, to ensure compliance with theRelevant Requirements, and will enforce them where appropriate;
(f) upon request, certify to the other Party in writing, signed by anofficer of the Party, compliance with this clause by the Party. The Party shallprovide such supporting evidence of compliance as the other Party mayreasonably request; and
(g) ensure that any person associated with the Party who is performingservices or providing goods in connection with these Terms does so only on thebasis of a written contract which imposes on and secures from such person termsequivalent to those imposed on the Party in this clause (“Relevant Terms”).
(h) In performing its obligations under these Terms, Taxually will:
o i) comply with all applicable anti-slavery and human traffickinglaws, statutes and regulations from time to time in force;
o ii) not engage in any activity, practice or conduct that wouldconstitute an offence under any applicable anti-slavery and human traffickinglaws; and
o iii) promptly report to Client any actual or suspected slavery orhuman trafficking in Taxually’s supply chain which has a connection with theseTerms. Taxually will certify to Client on request at any time, in writingsigned by an officer of Taxually, compliance with this Clause by Taxually andall persons associated with it under this Clause Taxually will provide suchsupporting evidence of compliance as Client may reasonably request.
12.13 Force Majeure Event And Delays
12.13.1 Where a delay in achieving any agreed Servicescommencement date, or a delay in the provision of any Services in accordancewith the timing requirements or contributing activities that could cause delayof Services occurs, or is reasonably likely to occur, then Taxually shallnotify Client as soon as possible of:
o i) the length of the delay, orlikely delay, and the causes of the delay; and
o ii) a plan for, where possible,avoiding or mitigating against the effects of the delay or likely, delay.
12.13.2 If any Force Majeure Event occurs in relation toeither Party which affects or may affect the performance of any of itsobligations under these Terms other than Client’s payment obligations pursuantto , it shall promptly notify the other Party in writing of its nature andextent. Neither Party shall be deemed to be in breach of these Terms, or shallotherwise be liable to the other Party, by reason of any delay in performance,or the non-performance, of any of its obligations under these Terms, to the extentthat the delay or non-performance is due to any Force Majeure Event of which ithas notified the other Party, and the time for performance of that obligationshall be extended accordingly. If the performance by either Party of any of itsobligations under these Terms is prevented or delayed by Force Majeure Eventfor a continuous period in excess of 30 days, the other Party shall be entitledto terminate these Terms with immediate effect by giving written notice to theParty so affected.
12.14 Transfer and Assignment: EachParty may not assign any rights or obligations under these Terms without theprior written consent of the other Party, however these Terms may be assignedby Taxually to a successor to all, or substantially all, of the assets orbusiness of Taxually related to these Terms, without such consent or to anotherentity in the same corporate group under common control or which is controlledby it or which it controls. The Parties acknowledge and agree that Taxually maysub-license or sub-contract its obligations under these Terms. Taxually willensure that any person who is performing Services in connection with theseTerms does so only on the basis of a written contract which imposes obligationsequivalent to those in Clauses 5.1.4 and 13.10.2. Taxually shall remainresponsible for the acts and omissions of its sub-licensees andsub-contractors.
12.15 Waivers: Any failure byany Party to exercise, or any delay, forbearance or indulgence by any Party inexercising, any right, power or remedy under these Terms of Tax PaymentServices 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 anysubsequent occasion. The single or partial exercise of any right, power orremedy shall not preclude any other or further exercise of that right, power orremedy nor shall such waiver constitute a continuing waiver.
12.16 Language: The English version shall prevail of all legal statements,statutory declarations made by Taxually, including these Terms of Tax PaymentServices. Taxually does not accept any kind of legal claims, or othercomplaints for misunderstandings, as a result of any mistranslation.
Schedule 1
Service Levels
1.1 Availability. The Taxually TaxPay Platform willsave for reasons outside of Taxually’s direct control be operational andfunctional (i.e. the platform will be capable of displaying and processinginformation as contemplated in the ordinary course of business and Available at least 99.0% of the timeexcept for Excused Downtime. No warranties are provided nor representationsmade as to Availability and no remedies available to the Client for a lack ofAvailability.
1.2 Taxually will provide a 30-daynotice to Client of scheduled maintenance that will include estimated timingsof any downtime. Any such downtime shall be notified to Client as soon promptlyonce arranged.
2. Support
The Parties acknowledge and agreethat during the Term, Taxually will provide Support for the Taxually TaxPayPlatform to the Client as follows.
2.1 Support.Taxually will provide first level support to its Clients via phone and secondlevel support requiring training or guidance. The Taxually business support team is available during working hoursfrom 9 am and 5 pm based on UK time zone (GMT). The support desk is availablevia email at support@taxually.com (or such alternativeemail address as Taxually proposes following at least 14 days’ notice).
Schedule 2
Prohibited activities:
• Harvesting or trading of humanorgans and blood
• Trading of controlled orendangered animal species
• Manufacturing or trading oftobacco, cigarettes related
including e-cigarettes
• Manufacturing or trading ofcontrolled and dangerous tools
e.g. crossbows
• Manufacturing or trading ofweaponry, ammunition and
military related goods
• Unlicensed manufacturing ortrading of hazardous/toxic
chemicals and related raw materials
• Manufacturing and trading ofdrugs, including marijuana,
CBD oil and drug relatedparaphernalia or illegal and or
unlicensed substances/medicine
• Gambling related activities suchas casinos, lotteries,
online gambling or any tool which isintended or marketed
to be used in the assessment of betsor gambles
• Adult entertainment includingestablishments and
distribution of pornography
• Unlicensed or illegal financialservices
• Trading of non-fungible tokens,cryptocurrencies or other
virtual currencies
• Crowdfunding, investmentimmigration and lending
services
• Charities or non-profitorganisations
• Multi-level marketing or pyramidschemes
• Precious metal and precious metalinvestment, artworks
and antiques except gold, silver ordiamond jewellery
• Auctions houses
• Services related to game huntinge.g. travel agencies
• Religious organisations or psychicservices and related
activities
• Live streaming platforms orservices
• Unlicensed export or re-export of US origingoods,
services or technology subject tothe jurisdiction of the US
Department of Commerce, Departmentof State and
Department of Treasury
• Any other industries deemed to beillegal/controlled
activities in any applicablejurisdiction.
(Jointly referred to herein as “Prohibited Activities”)
Schedule 3
applicable fees
Client Trade Fee - [as applicable to the individual Client,e.g.: a) an FX Margin of 150BPS of the Trade Notional Amount or €20whichever is larger in respect of FX Trades or b) a Handling Margin of 50BPS ofthe Trade Notional Amount or €20 whichever is larger when applied to all otherTrades.]
Exceptional Admin Fee - [as applicable to the individual Client,e.g.: 150BPS of the Transaction Amount or a fixed charge of EUR€1000,whichever is greater. This figure will be reviewed by Taxually once per year(i.e. on July 1 of every year).]
Schedule 4
deadlines for actions required fromthe Client for finalizing its tax return
[asapplicable to the individual Client, e.g.: The Client shall confirm thatthe tax return prepared by Taxually is final at least 7 Business Days beforethe Submissions Due Date.]
