Terms of Service

Last updated on: 28 April 2025

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

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. (“Affiliate” or “affiliated company”of Taxually International Limited means any other entity that directly orindirectly, through one or more intermediaries, controls, is controlled by, oris 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 toact on behalf of your Organisation. The “Parties”refers to both you and us collectively.

Taxually provides a suite of softwaresolutions to support businesses with their global indirect taxes (primarilyVAT, GST and sales taxes) and environmental tax reporting. Our softwareproducts 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 dataprovided by you, monitoring filing obligations, tax payments, fiscalrepresentation, notification management, tax expert services and registrationand 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 orother services not expressly described here will be subject to these Terms ofService.

Unless there is a separate EnterpriseAgreement signed between you and us, you must accept these Terms of Service, inaddition to Taxually’s Privacy Policy and Data Processing Agreement prior toany Services being delivered. Your use of the Services constitutes youracceptance of these Terms of Service.

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 the primary email address of any changes that materially affect youruse of the Services or adversely affect your rights under these Terms ofService. Your continued use of the Services following such notificationconstitutes your acceptance of those terms.

‍

1. Your responsibilities

                 1.1.        Should we need to communicatewith you regarding your account, we will contact you through the e-mail addressgiven at the time of the account creation. It is your responsibility to ensurethat your email is capable of receiving emails from us.

                 1.2.        It is your responsibility tokeep your password secure. We cannot be held responsible for any consequencearising as a result of unauthorized access to your account. You shouldimmediately inform us of any apparent breach of security, such as loss, theftor unauthorized access or disclosure so we may take appropriate action.

                 1.3.        You agree not to reproduce,copy, duplicate, sell, resell, reverse engineer or exploit any of the tools orServices offered by Taxually.

                 1.4.        The ability to provide ourServices relies on having complete, accurate and timely information provided byyou. It is your responsibility to provide, in due time in advance, any otherinformation or documents that may impact our ability to provide our Serviceseven without our request as well as to respond to our request for informationand documents in a timely manner. It is your responsibility to provide timelyinformation and to update all information that is necessary for us to providethe services without request in due time. By accepting these Terms of Serviceyou expressly undertake to respond to Taxually’s questions andinformation/document requests in due time (within the deadline specified insuch request or if that is not specified in the request then without delay toallow Taxually to provide the Services). By accepting these Terms of Service,without any prejudice to the previous obligations, you also undertake to sendcomplete, accurate and timely information about (i) all sales channels used byyou (e.g. Amazon, other online marketplaces, your online stores etc.) throughwhich any of your products can be purchased from countries for which we provideServices to you and (ii) all your taxable transactions. Transaction detailsmust be provided either through APIs or using the forms/templates that we makeavailable to our Clients. You understand that this information is essential forTaxually to provide Services to you.

                 1.5.        You must sign and legalize(where required) all Powers of Attorney and other authorisations that arerequired by us or the respective authorities.

                 1.6.        Where we are taking over filingobligations from an incumbent provider, you remain responsible for all filingsuntil we notify you that we are authorized to do so. This can range fromseveral days to several weeks.

                 1.7.        We will exercise due care thatall deliverables are prepared correctly, accurately and in due time accordingto the laws and guidelines of the respective authority. Nevertheless, this doesnot absolve you or your directors from your statutory responsibilities. You areultimately responsible for ensuring that all filings made on your behalf arecomplete and accurate.

                 1.8.        Where tax or governmentalcontributions are required, it is your responsibility to ensure payments aremade 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 thestatutory filing deadline. In addition, in jurisdictions where we are providingfiscal representation services, you must also adhere to this deadline. Failureto do so may result in us taking actions to limit our financial exposure,including (but not limited to) removing ourselves as fiscal representative andderegistering your VAT number and we accept no liability whatsoever arisingfrom our actions.

                 1.9.        In addition to the generalprovisions of these Terms, special obligations become part of the contractbetween the Parties for specific services (e.g. fiscal representative services)provided by Taxually.

2. Taxually’s Rights

                 2.1.        We have the right to be treatedwith respect, and will treat you with respect. Abuse of any kind, whetherverbal or written, will result in immediate termination of your account. Anyfees paid in advance will not be refunded and we will be under no obligation toprovide further Services to you.

                 2.2.        We reserve the right to offerour Services to your competitors and we make no promise of exclusivity.

                 2.3.        Some Services require expertsor local professionals. In such cases, we may use Affiliated Companies orsubcontractors to provide some or part of those Services to you. We areauthorised to share such confidential information as is necessary to render theServices to you.

                 2.4.        Where we are providing fiscalrepresentative services or are liable for your indirect tax filing obligations,we reserve the right to direct that you set up appropriate API authorisationswith your respective marketplaces, in order that we can extract full andaccurate transaction data.

‍

3. Account creation

                 3.1.        In order to access and use theServices, you must first create an account. You should follow the process asset out on the Website in order to create an account.

                 3.2.        The creation of an account issubject to the acceptance of these Terms of Service, our Privacy Policy and ourData Processing Agreement.

                 3.3.        If you are creating an accounton behalf of a company or other legal entity, then you confirm and it is yourresponsibility that you have the required authority to bind that company andagree to these Terms of Service.

                 3.4.        The person creating the accountwill be the primary account holder. Any notification that is required to besent by us, including formal notices, invoices and payment reminders, will besent to the email address of the primary account holder. You can change theprimary account holder at a later stage if required.

                 3.5.        Each account can have multipleusers and it is the responsibility of the primary account holder to ensure thatall users understand and adhere to these Terms of Service.

                 3.6.        You confirm and you areresponsible for that all statements, information and documents provided duringthe account creation process are true, correct, accurate and valid. Thisinformation will be used to ensure we are providing our services to you correctly(for example, registration document requirements and taxing decisions). In noevent will Taxually or its Affiliates or their officers, directors, employees,shareholders, agents, representatives, licensors, successors or assignees, beliable to the Client or to any third party whatsoever for any damage,including, but not limited to, indirect, direct, special, punitive, incidentalor consequential damages (including, but not limited to, damages for loss ofbusiness profits, business interruption, or loss, and any other kind ofdamage), or any other damages arising in connection with or in any way out ofusing untrue, incorrect, inaccurate, incomplete or invalid data or documents byTaxually during the provision of the Services. Further, you agree to notify usas soon as practically possible if any of the data previously provided is nolonger valid or changes.

                 3.7.        In order for us to provide ourServices to you, we may ask you for identity documents and other personalinformation, which will be processed in accordance with our Data ProcessingAgreement. 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 PoliticallyExposed Person. You accept that we are unable to provide any services to youwithout receiving these documents and information.

4. The Services

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

                 4.2.        Indirect Tax Registration

                               4.2.1.        If you inform us that yourequire a VAT/GST/sales tax registration number in a jurisdiction, you mustcomplete the online form and sign the documents requested. We will then proceedwith submitting the application to the respective tax authority and obtain theregistration number on your behalf.

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

                               4.2.3.        Tax authorities are strict onensuring that registration numbers are only provided where required by law. Bypreparing and submitting your application, we do not guarantee that the taxauthorities will accept it. If there is a material amount of additional workrequired to obtain your registration number, we reserve the right to chargeadditional fees.

                 4.3.        Preparing and Filing Tax Returns

                               4.3.1.        The tax returns supported byTaxually depend on the tax jurisdiction but generally cover periodic and annualVAT returns, EC Sales and Purchase Lists, local listings, GST returns, andstate and local sales tax returns. If your turnover exceeds the relevantthreshold and you have subscribed for the relevant service, we may also prepareIntrastat declarations. All of the tax returns that are covered by yoursubscription are referred to as the Filings.

                               4.3.2.        You are required to upload yourtransactional data to the appropriate Website on a monthly basis (or morefrequently, where specifically required to do so) in the appropriate format.

                               4.3.3.        Data may be uploaded manuallyby you or via an approved API. All data provided via an API is deemed to havebeen provided by you.

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

                               4.3.5.        Our software will process yourdata and highlight any errors, either technical errors (for example, if data isin an incompatible format) or tax errors (for example if we are unable toidentify the tax treatment). You are responsible for reviewing and resolvingthese issues.

                               4.3.6.        Once all data has beensuccessfully processed, we will use your data to determine and prepare the taxreturns that are required to be filed, ready for submission and payment. Youare responsible to review and approve all tax returns prior to submission. Ifyou identify any discrepancies or errors, you are required to notify usimmediately by contacting Taxually support (for example, missing tax filings orincorrect filing frequencies).

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

                               4.3.8.        Each month, the followingprocess applies:

●     The monthly compliance windowopens on the first calendar day of the following month. You can upload yourtransactional data from this date.

●     Data pulled via APIs isgenerally available within the first three business days after the end of themonth.

●     You must upload complete,error-free data and approve your tax returns by 23:59 (your local time) on the8th calendar day of the month.

                               4.3.9.        If you do not manually approveyour tax returns by the deadline, they will be automatically deemed approved(auto-approval) based on the available data and proceed for submission.Auto-approval is enabled by default. You may request to disable auto-approvaland manually approve each filing; however, in this case, no filings will besubmitted until manual approval is completed.

                           4.3.10.        If data is uploaded late, or ifreturns are not approved by the deadline, we cannot guarantee timely filing. Alate submission fee of €100 per affected filing period will apply. You remainsolely responsible for any penalties, interest, or other consequences resultingfrom late, missed, or inaccurate filings.

                           4.3.11.        The auto-approval process isintended to streamline compliance and minimize the risk of late filings, but itdoes not relieve you of your responsibility to review and ensure the accuracyof your tax returns.

                           4.3.12.        If no transaction data isuploaded by the approval deadline, or if the uploaded data contains errors thatprevent it from being properly processed, we will assume that no reportableactivity occurred during the period and will prepare and submit nil returnsaccordingly.

                           4.3.13.        If you subsequently uploadtransactional data for a period in which a nil return has already been filed,we will treat this as a request for a corrective filing. Corrective filingswill incur additional fees, which will be communicated to you before any correctiveaction is undertaken.

                           4.3.14.        We will send emailnotifications to the primary email address reminding you of your obligations,however you remain responsible for monitoring your obligations and ensuringthey are fulfilled.

                           4.3.15.        Where required, you may alsopurchase complementary Services, including: (i) Corrective Filings (to correcta previously submitted tax return) and (ii) Retroactive Filings (filing taxreturns for periods preceding the account creation date). Fees for suchServices will be communicated to you.

                 4.4.        VAT Management Services

                               4.4.1.        Upon request, we can provideservices related to the management of your indirect tax registrations. Servicesand associated fees will be provided upon request but can include:

●     change of filing frequencies

●     announcing a change of businessdetails to the respective authority (name, address, legal representative, bankdetails etc)

●     requesting a tax accountstatement from the respective tax authority

●     submitting an application forimport VAT deferment

●     reactivating a tax number

●     canceling or deregistering atax number

                 4.5.        Fiscal Representation

                               4.5.1.        In the provision of fiscalrepresentation services, we may use the services of affiliated companies and/orsubcontractors to provide some or part of the services to you. In case weprovide the fiscal representation services through an affiliated company or asubcontractor you will need to accept the terms of an additional contract to beentered by and between you and the affiliated company and/or subcontractor whowill act as your fiscal representative in a specific country. In such cases,the provisions of the additional contract shall govern the legal relationshipbetween the parties thereto, however, the provisions of these Terms of Servicewill also apply. In the case of a conflict of terms, the additional contractwill prevail.

                               4.5.2.        We reserve the right to onboardany Client that is using our fiscal representation services to OneTax services,a product for managing payments of tax liabilities to the tax authorities. Thisis to ensure proper monitoring of tax payments and to reduce the risk ofnon-payments or late payments. If this happens the specific terms of suchOneTax services will be shared with the client stipulating the conditionsapplicable for such services. The Client may subscribe for OneTax services byaccepting such specific terms.

                               4.5.3.        When providing fiscalrepresentation services, we become jointly and severally liable for the paymentof taxes. As a result, we reserve the right to require a security deposit orfirst 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 theprovision of these services.  (We maydecide, and direct the Client, that the amount of the deposit/bank guaranteemust be paid/ delivered directly to the affiliated company/ subcontractor oragent involved in the provision of the fiscal representation services, in whichcase the provisions determined below shall appropriately (mutatis mutandis)apply to such affiliated company/ subcontractor or agent.) We reserve the rightto require such security in a higher amount at any time when our estimate forone quarter of your annual tax liability exceeds the amount of security we havereceived. We reserve the right not to start providing the fiscal representationservices, or to suspend or terminate fiscal representation services until youprovide the required deposit or bank guarantee (or until you provide suchsecurity in the requested higher amount) in accordance with our request. (Byaccepting these Terms of Service, the Client accepts that the security depositor the bank guarantee required by us must be paid/ delivered by Client within 7days after our request.) In case of new subscriptions we reserve the right notto start providing the fiscal representation services until you provide therequired deposit or bank guarantee in accordance with our request.

                               4.5.4.        In case of new subscriptions wealso reserve the right to request Client to provide eligible proof that theClient has no tax debt, public debt or other outstanding or overdue paymentobligations such as penalties, interests etc. to state authorities in thecountry or countries where we are to provide fiscal representation services tothe Client. We reserve the right not to start providing the fiscalrepresentation services until you provide the required certificate from therespective authorities or until you provide eligible proof that you will beable to pay those payables to the respective authorities and to hold Taxuallyharmless for anything that is outstanding before your subscription.

                               4.5.5.        By accepting these Terms ofService, the Client accepts that we are entitled to deduct any damages from thesecurity deposit (if the fiscal representation services were provided throughan affiliated company, subcontractor or agent, also the damages of suchrelevant contributors) that we suffer or may suffer in connection withproviding the fiscal representation services to you, including any claims madeby a tax authority or other authority against Taxually, its affiliates, or itssubcontractors in connection with the Client's failure to pay taxes (or to meetany other obligations).

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

                               4.5.7.        By accepting these Terms ofService, the Client accepts that we are entitled to keep (and use) the securitydeposit /bank guarantee, even after the termination of your subscription, orthe termination of the provision of fiscal representation services to you, aslong as all the following conditions are not met: (i) until we duly notifiedthe competent tax (or other) authority(-ies) that our financial representationassignment has been terminated (and we get deregistered as the Client’sfinancial representative, as the case may be), and (ii) until we couldreasonably ascertain that the Client most likely does not have any tax debt,public debt that can be collected as taxes, or other outstanding or overduepayment obligations such as penalties, interests etc. to state authorities inthe country or countries where we provided fiscal representation services tothe Client, which we, as former financial representative of the Client, couldbe held liable to pay. (Depending on the tax authority, it can take up to 2 yearsfrom the cancelation date of the client with Taxually.)

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

                               4.5.9.        For the avoidance of doubt, wecan unilaterally terminate the fiscal representation services with immediateeffect if it turns out that

●     Client sells through a saleschannel not reported to us;

●     Despite the abovementionedobligation, Client does not provide accurate, complete, reliable and timelydata on all taxable transactions.

                           4.5.10.        ‍Furthermore, if the Clientdoes not subscribe for OneTax services (that is provided under its specificterms) or if we terminate the provision of OneTax services to the Client, thenwe will have the right to terminate the provision of fiscal representationservices to the Client.

                           4.5.11.        For the avoidance of doubt whenwe terminate the provision of fiscal representation services under this Clause4.5, then the fiscal representative will terminate its additional contract withyou with immediate effect.

                           4.5.12.        For the avoidance of doubt incase Taxually provides fiscal representation services in different countries toClient and terminates the fiscal representation service with regard to onecountry, then Taxually reserves the right to also terminate the fiscalrepresentation services with regard to all other countries with immediateeffect. (Accordingly, if an affiliated company was involved in the provision offiscal representation services to Client in one specific country and suchaffiliated company or a subcontractor terminates its additional contract withthe Client for whatever reason, then Taxually and all other affiliatedcompanies shall have the right to terminate its contract with Client.)

                           4.5.13.        Should we terminate yoursubscription for whatever reason, then the fiscal representative will alsoterminate its additional contract with you with immediate effect.

                           4.5.14.        Should the fiscalrepresentative terminate its additional contract (concerning the fiscalrepresentative service) with you, Taxually will revoke its fiscalrepresentation mandate with immediate effect and accept no liability whatsoeverfor the consequences of said action, including (but not limited to) your VAT orEPR number being deactivated and your ability to trade being limited.

                           4.5.15.        By accepting these Terms ofService, the Client accepts that Client is obliged to exempt Taxually (and ifthe fiscal representation services were provided through an affiliated companyor a subcontractor or agent, also such relevant contributors) upon its firstdemand in accordance with the provisions referred in Clause 11 below, from anyclaims made by a tax or other authority against Taxually, its affiliatedcompany, subcontractor or agent in connection with the Client's failure to paytaxes (or to meet any other obligations). The prior payment of such claim byTaxually to the claimant is therefore not a prerequisite for the Client toexempt Taxually from such claim.

                           4.5.16.        By accepting these Terms ofService, the Client accepts that if Client defaults on its tax obligations thenClient shall pay liquidated damages to Taxually.  Such liquidated damages are due and payableon the first day after the statutory filing deadline. The liquidated damages tobe paid under this agreement shall be an amount equal to the unpaid taxincluding any charges, interest and penalty imposed by the competent taxauthority on the Client. Client shall pay liquidated damages within 5 daysafter receipt of Taxually’s demand for payment to the bank account determinedin such demand.

                 4.6.        EORI Number Request

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

                 4.7.        Tax Notice Management

                               4.7.1.        If we receive any notificationsfrom a tax authority relating to your VAT number, we will forward thisnotification to you. If your subscription tier permits, we will provide asummary of the notification and actions required. If you require any support understandingthe notification from us, for example translations or support with follow upactions, these will be charged as Tax Expert Services.

                 4.8.        Tax Expert Services

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

                 4.9.        EPR Registration

                               4.9.1.        If you inform us that yourequire an EPR number in a jurisdiction you must complete the Eco Tax onlineform, sign the documents and pay any relevant contribution fees required. Wewill then proceed with submitting the application to the respective organisationand obtain the EPR number on your behalf.

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

              4.10.        EPR Filings

                           4.10.1.        The EPR filing supported byTaxually depends on the obligations of the relevant EPR category but generallycovers periodic and annual data submission and payment processing. All of thereporting, data submission and payment collection and processing that arecovered by your subscription are referred to as the Filings.

                           4.10.2.        You are required to upload yourtransactional data to the Website on a yearly basis (or more frequently, wherespecifically required to do so) in the appropriate format.

                           4.10.3.        Data may be uploaded manuallyby you or via an approved API. All data provided via an API is deemed to havebeen provided by you.

                           4.10.4.        Our software will process yourdata and highlight any errors, either technical errors (for example, if data isin an incompatible format) or other errors (for example if we are unable toidentify the EPR category). You are responsible for reviewing and resolvingthese issues.

                           4.10.5.        Once all data has beensuccessfully processed, we will use your data to determine and prepare yourcalculations that are required to be filed, ready for submission and payment.You are responsible to review and approve all reports prior to submission. Ifyou identify any discrepancies or errors, you are required to notify usimmediately by contacting Eco Tax support.

                           4.10.6.        Where we are legally authorisedto do so, we will submit your data and/or filings to the respectiveorganisations or tax authorities.

                           4.10.7.        Process timeline:

●     Manually loaded data must beuploaded between the 1st and the 8th of the month following the end of anyreporting period (which may be monthly, quarterly or annually depending on thespecific requirement).

●     Data that is pulled throughAPIs is generally available within the first 3 business days following the endof the period.

●     Your data must be uploaded anderror-free and your calculations must be approved by 23:59 GMT on the 8thcalendar day following the end of the reporting period. At that time, theperiod will close and all data and filings will be considered as final and approvedby you. If either no data has been uploaded or it contains errors preventing itfrom being fully processed, we will consider that there were no transactions inthe period and prepare your calculations accordingly.

●     Should data be uploaded afterthe period has closed, we do not guarantee that the calculations will be filedon time and you may be charged additional fees. Further, you will be solelyresponsible for the consequences of late filing, non-filing, late payment,non-payment and filing incomplete and/or inaccurate filing.

5. Billing for Stripe     Tax Subscribers

                 5.1.        Services Billed by Stripe. Ifyou have an active Stripe Tax subscription and utilize Taxually's servicesthrough the Stripe platform, Stripe will bill you directly for the followingservices:​

●     Indirect tax return filings(e.g., VAT, GST, sales tax)

●     Indirect tax registrations

●     Fiscal representation​

                 5.2.        These services are subject toStripe's pricing and billing terms, as outlined in your agreement with Stripe.​

                 5.3.        Services Billed by Taxually.All other services provided by Taxually, including but not limited to:​

●     Notification management

●     Tax expert consultations

●     Environmental tax reporting(e.g., EPR, plastic tax)

●     Custom compliance solutions

                 5.4.        Any other bespoke servicesoutside the standard scope​ will be billed directly by Taxually and aregoverned by the fees section of this Agreement.

6. Subscriptions,     fees and payments

                 6.1.        When creating an account, youcan select the Plan that you wish to subscribe for as well as any add-ons (yourSubscription) and the payment frequency (either monthly, quarterly orannually). Your subscription will start upon account creation (except for fiscalrepresentation services where your subscription will start upon fulfillment ofyour obligation regarding the security deposit/bank guarantee).

                 6.2.        Irrespective of the chosenpayment frequency, all subscriptions are for 12 months unless otherwisespecifically agreed in writing (the SubscriptionPeriod) and automatically renew on the same terms for a further 12- monthperiod, until terminated by either party in accordance with these Terms ofService.

                 6.3.        The fees that you pay for yourSubscription will be displayed on the Website at the time of subscribing.Furthermore, from November each year, your subscription fee will increase by anamount equal to the Harmonised Index of Consumer Prices (HICP) rate publishedin September of that year, plus an additional 2.5%. In the event that the HICPrate is negative, this will be ignored but the additional 2.5% will apply. Wewill notify you by email at least 30 days in advance of the fee change beingeffective.

                 6.4.        You can upgrade yourSubscription or purchase additional services at any time during yourSubscription Period, however subscriptions cannot be downgraded during thefirst 12 months of your Subscription Period.

                 6.5.        Our fees are available at taxually.com/services(for tax related services) and taxually.com/ecotaxservices (for EPR related services).

                 6.6.        Our Plans include various usagerestrictions as set out on the Website, for example the number of transactionsprocessed per month. If you exceed the limit of your plan, you will be notifiedby email and will be automatically upgraded to the next appropriate Plan fromthe start of the subsequent month.

                 6.7.        You will pay the feesapplicable for your Subscription, minus any promotional or volume discountsthat you are entitled to and avail of. Further fees may be charged foradditional Services provided, for example Tax Expert Services.

                 6.8.        Subscription fees are chargedin advance and will be billed at the start of each Subscription Period.Additional fees are charged at our discretion.

                 6.9.        We recommend that you keep avalid payment method on file with us to automatically charge your fees. We willcharge for all fees until you terminate your Subscription in line with theseterms and until all outstanding fees have been paid in full.

              6.10.        If fees are unpaid past the duedate, we will send reminders and make several attempts to charge any of thepayment methods on file with us.

              6.11.        If any fees remain partially orfully unpaid more than 5 days after the payment due date, we reserve the rightto cancel your Subscription with immediate effect. No further Services will beprovided until all outstanding fees are paid in full. Should we cancel yourSubscription for whatever reason, we reserve the right to revoke our fiscalrepresentation mandate with immediate effect and accept no liability whatsoeverfor the consequences of said action, including (but not limited to) your VAT orEPR number being deactivated and your ability to trade being limited.

              6.12.        Unless otherwise stated, feesare charged in Euro and are exclusive of taxes and other government charges.

              6.13.        We do not provide any refundsfor unused Subscriptions or where a Subscription is terminated by us due to abreach of your obligations under these Terms of Service.

7. Modifications

                 7.1.        From time to time, it may benecessary to modify these Terms of Service. We reserve the right to do so, atour sole discretion. Wherever possible, we will aim to provide you with 30 daysnotice of any material changes.

                 7.2.        Notwithstanding the above, wecan modify these Terms of Service without notice and with immediate effect ifwe are legally obliged to do so.

8. Terminating     your subscription

                 8.1.        You may cancel yoursubscription at any time by contacting Taxually support and following theinstructions provided.

                 8.2.        In case of cancellation by youwithin the Subscription Period, you will be liable to pay all outstandingsubscription fees, and we will issue an invoice for such amount.

                 8.3.        Notwithstanding clause 8.2above, you may cancel your Subscription within the Subscription Period withoutpayment of the outstanding subscription fees if we have made changes to theseTerms of Service which (i) we reasonably believe have a negative impact on youruse 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, wewill notify you at least 30 days before the changes are effective. To exerciseyour right under this clause, you must initiate the cancellation of yoursubscription within that 30 day period, otherwise you will be deemed to haveaccepted the changes.

                 8.4.        We may terminate or suspendyour subscription, entirely or partly, if:

                               8.4.1.        we are required by law to doso,

                               8.4.2.        we suspect that you or yourbusiness is involved in fraudulent activity,

                               8.4.3.        you or your business becomesbankrupt or make an arrangement with creditors,

                               8.4.4.        you are in breach of theseTerms of Service,

                               8.4.5.        you or somebody working on yourbehalf has been abusive towards any Taxually employee or contractor,

                               8.4.6.        you are or we believe that youmay be (or will be) in breach of any of your tax obligations,

                               8.4.7.        within 30 days of our request,you have not given an appropriate API authorisation to obtain your reportingdata, per clause 2.4 above,

                               8.4.8.        any fees owed to us areoverdue,

                               8.4.9.        if we have reason to believethat the data necessary to provide our Services have not been completelytransferred to us.

                 8.5.        In case of termination for anysituation under this clause 8.4, we are not obliged to refund any fees or aproportionate amount of fees paid by you for the Services and any outstandingsubscription fees will become immediately due and accept no liability for theconsequences of that termination. For the avoidance of doubt, the fiscalrepresentative may also terminate its additional contract with the Client forthe reasons listed in this clause 8.4.

                 8.6.        We may also terminate orsuspend your subscription if your contract with the fiscal representative issuspended or terminated, in which case we are not obliged to refund any fees ora proportionate amount of fees paid by you for the Services and any outstandingsubscription fees will become immediately due and accept no liability for theconsequences of that termination.

                 8.7.        We may also terminate yoursubscription if we consider that we are no longer able to provide the servicesfor which you subscribed. In such circumstances, we will provide you with 30days notice in writing by email and you will not have to pay any early cancellationfee.

                 8.8.        If there are any outstandingfees 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.

                 8.9.        We reserve the right to appointlawyers or debt collection agencies to act on our behalf to collect unpaid feesand/or unpaid taxes which are due to the authorities and for which we may bejointly liable (under clause 4.5). We further reserve the right to claim allcosts related to the collection of said debt in addition to interest at 3%above the Euribor rate.

9. Use of third     party APIs

                 9.1.        In providing our Services toyou, we may connect to third party APIs. These APIs may be used to pulltransactional data from e-commerce platforms (such as Amazon or Shopify), toobtain exchange rates or tax information from third party sources or to connectto tax authority filing portals.

                 9.2.        We make no guarantees on theavailability of these third party APIs and take no liability for interruptionsor unavailability.

10. Copyright

              10.1.        All materials on our Websitesare proprietary to Taxually, constitute valuable intellectual property, arecopyrighted and are protected under treaty provisions and worldwide copyrightlaws, and may not be reproduced, copied, edited, published, transmitted oruploaded in any way without written permission from Taxually.

              10.2.        You acknowledge and agree thatany material recorded or any original work published on the Website (and allrights therein, including, without limitation, author rights to such recordedworks and materials) belong to and shall be the sole and exclusive property ofTaxually.

11. Confidentiality

              11.1.        For the purpose of these Termsof Service confidential information shall mean any information of whatevernature, which has been or may be obtained by either of the Parties from theother, whether in writing or in electronic form or pursuant to discussionsbetween the parties, or which can be obtained by examination, testing, visualinspections or analysis, including, without limitation, scientific business orfinancial 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 materialprepared by or in possession or control of the recipient which contain orotherwise reflect or are generated from any such information as is specified inthis definition.     (“Confidential Information”). BothTaxually and you shall treat as confidential and not disclose or use anyinformation received or obtained as a result of entering into these Terms ofService which relates to the provisions of these Terms of Service, our or yourbusiness, financial or other affairs. Notwithstanding the foregoing, each of usmay disclose Confidential Information to their respective advisors, anygovernmental entity of any country or any other persons, if disclosure ismandated under applicable law.

              11.2.        For the purposes of thisClause, Confidential Information shall not include any information which:

●     is available to the generalpublic at the time of use or disclosure;

●     becomes available to thegeneral public other than by a manner of unauthorised disclosure or use; or

●     is provided to us or by you, asthe case may be, by a third party who is lawfully in possession of suchinformation and has the lawful right to disclose or use it.

              11.3.        Any product of the Servicesreleased to you in any form or medium shall be supplied by Taxually on thebasis that it is for your benefit and information only and that, save as may berequired by law or by a competent regulatory authority (in which case youshall, unless prohibited by law, inform Taxually in advance), it shall not becopied, referred to or disclosed, in whole (save for your own internalpurposes) or in part, without Taxually’s prior written consent. The Servicesshall be delivered on the basis that you shall not quote Taxually’s name orreproduce Taxually’s trademarks in any form or medium without our prior writtenconsent. You may disclose in whole any product of the Services to your legaland other professional advisers for the purposes of seeking advice in relationto the Services, provided that when doing so you inform them that:

●     disclosure by them (save fortheir own internal purposes) is not permitted without Taxually’s prior writtenconsent, and

●     to the fullest extent permittedby law, Taxually accepts no responsibility or liability to them in connectionwith the Services.

              11.4.        Neither Client nor itsaffiliates or officers, directors, employees, shareholders, agents,subcontractors, representatives, licensors, successors or assignees, or anythird parties engaged by Client, will themselves be permitted to or enablethird parties to: duplicate, modify, enhance or distribute or create anyderivative works from the whole or any portion of the Taxually’s intellectualproperties (including its softwares, programs, websites, irrespectively whetherit is protected by trademark, patent or other similar right or not); or accessthe source code or object code of any of Taxually’s intellectual properties; orattempt to reverse compile, disassemble, reverse engineer or otherwise reduceto human-perceivable form of Taxually’s intellectual property or any part; oruse 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 anypart of it, or any of its rights under these Terms of Service, temporarily orpermanently; or attempt to obtain, or assist others in obtaining, access toTaxually’s intellectual property, other than as expressly provided under theseTerms of Service; or knowingly permit or encourage any third party to do any ofthe foregoing. Each Party undertakes that it will not at any time disclose toany person any Confidential Information concerning the business or tax affairsor third-party suppliers of the other Party, except as expressly permitted by theseTerms of Service.

12. Limitation of     Liability

              12.1.        In no event will Taxually orits affiliates or officers, directors, employees, shareholders, agents,subcontractors, representatives, licensors, successors or assignees  be liable to you or to any third partywhatsoever for any damage, including, but not limited to, indirect, direct,special, punitive, incidental or consequential damages (including, but notlimited to, damages for loss of business profits, business interruption, orloss, or any other kind of damage), or any other damages arising in connectionwith any of the following:

●     the availability or use of,reliance on, or inability to use, the Website or any host services, even ifTaxually or any host were advised of the possibility of such damage, andregardless of the form of action whether in contract, tort, equity or otherwise

●     late, incomplete or inaccurateinformation or data provided by you or on your behalf (includinglate/non-payment of taxes or late filing of tax returns).

●     any breach of these Terms ofService by you

●     the termination of these Termsof Service by us

●     late filing of tax returns orlate payment of taxes resulting due to circumstances outside of our control

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

              12.3.        Taxually shall not be under anyobligation in any circumstances to update any advice, report or any product ofthe Services, oral or written, for events occurring after the advice, report orproduct concerned has been issued in final form.

13. Your     liability

              13.1.        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 Services provided by Taxually to the Client, in particular, asa result of:

●     any documentation and/orinformation 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 anyactivity that constitutes tax avoidance or evasion; and/or

●     any other breach of these Termsof Service by the Client.

              13.2.        In case of any breach to theseTerms of Service the Client shall also be liable to reimburse any fees, costsand expenses (also including legal fees) that Taxually (or any of itsaffiliates, directors, officers, employees, agents and subcontractors) incursin connection with such breach, its defense against the relevant authoritiesand the enforcement of its claim against the Client.

14. Non-Solicit

              14.1.        Each Party shall refrain fromengaging in any unfair business practices, including disparagement. Each Partyshall refrain from making any representations, warranties or guarantees tothird parties regarding the other Party’s products or Services, or to any otherperson or entity, with respect to the specifications, features or capabilitiesthereof that are incorrect, deceptive, misleading or otherwise inconsistentwith the literature or documentation distributed by the owning Party withrespect thereto.

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

15. General     provisions

              15.1.        Warranties  To the fullest extent possible underapplicable law we specifically disclaims any and all warranties, including, butnot limited to: (i) any warranties concerning the availability, accuracy,reliability, completeness, capabilities, security, timeliness, usefulness orcontent of the Website and any host services or the ability of the Website orany host services to interoperate or integrate with any third party productssuch as software or hardware; (ii) any warranties with regard to the accuracyor completeness of or errors in the contents or functioning of or the accuracyof the results or output that derives from the use of the Website or any hostservices; (iii) any warranties regarding our rights and title in the Websiteand any host services, or any warranty that the Website or any host services donot infringe the intellectual property rights of any third party. Thisdisclaimer of liability applies to any damages or injury caused to you or toany third party including, without limitation, as a result of any failure ofperformance, bug, error, omission, interruption, deletion, defect, delay inoperation or transmission, virus, communication line failure, theft ordestruction 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 notwarrant or guarantee (1) that the Website or any host services or any portionthereof will be free of infection by viruses, or anything else manifestingcontaminating or destructive properties, or (2) that the functions performed bythe Website or any host services will be uninterrupted or error-free or thatdefects in the Website or any host services will be corrected. It is your soleresponsibility to execute anti-contamination/virus software and otherwise takesteps to ensure that the Website and any host services, if contaminated orinfected, will not damage your information or system.

              15.2.        License Subject to your compliance withyour obligations under these Terms of Service, we grant you a revocable,non-exclusive, non-sublicensable, non-transferable right to use and access anyfeatures and functionalities that are included in your Subscription for theduration of these Terms. Your use of and access to the Services is limited toyour normal business purposes.

              15.3.        Trademarks and Domains""Taxually" and taxually.com, taxually.net, taxual.ly,taxually.de, taxually.org, taxually.co.uk, taxually.fr, taxually.eu andtaxually.es are registered international trademarks and domain names ofTaxually. All rights are reserved. Nothing herein shall be construed as a grantor assignment of any rights in any intellectual property owned by Taxually,including, without limitation, any of its current and future trademarks ordomain names. No use of these trademarks and domain names shall be permittedexcept through our prior written authorization and permission.

              15.4.        Notices Should you require to send aformal notice to Taxually, you can do so by sending an email tolegal@taxually.com.

              15.5.        Rules on the prevention of money laundering You understand that the effective provisions of the CriminalJustice (Money Laundering and Terrorist Financing) Act 2010 (“AML Act”)prescribe an identification obligation for you as a person rendering accountingservices. Based on these Terms, the required data – as provided by you duringthe registration process – are recorded according to the provisions of the AMLAct. Under the AML Act, you shall provide us with a written declaration onwhether it is proceeding on its own behalf and in its own interests or those ofthe beneficial owner, as well as whether any of the Client's representativesare Politically Exposed Persons, as defined in the Criminal Justice Act 2010.We must reject the conclusion of the agreement with you pursuant to theprovisions of the AML Act or, in the case of an existing contract, must refuseto perform the Services if any data, facts or circumstances referring tomoney-laundering, financing of terrorism or origin from criminal acts ariseduring the identification procedure or during the entire term of the agreement.

              15.6.        Full and complete understanding Unlessthere is a signed Enterprise Agreement between us, these Terms of Service setforth the full and complete understanding between the Parties, and supersedesall prior understanding or agreements, whether written or verbal in relation tothe subject matter of these Terms of Service.

              15.7.        Severability In the event that any oneor more of the provisions contained in these Terms shall, for any reason, beheld to be invalid, illegal or unenforceable in any respect, then to themaximum extent permitted by law, such invalidity, illegality or unenforceabilityshall not affect any other provision of these Terms and the Parties shallattempt to deliver the benefits of such provision in a manner that is notinvalid, illegal or unenforceable.

              15.8.        Waivers Any failure by any Party toexercise, or any delay, forbearance or indulgence by any Party in exercising,any right, power or remedy under these Terms or under applicable law shall notoperate as a waiver of the right, power or remedy or preclude its exercise atany subsequent time or on any subsequent occasion. The single or partialexercise of any right, power or remedy shall not preclude any other or furtherexercise of that right, power or remedy nor shall such waiver constitute acontinuing waiver.

              15.9.        Force majeure If, by reason of failureof telecommunications or internet service providers, labor disputes, riots,inability to obtain labor or materials, earthquake, fire or other action of theelements, accidents, governmental restrictions or other causes beyond ourcontrol, we are unable to perform in whole or in part its obligations, then weshall be relieved of those obligations to the extent it is so unable to performand such inability to perform shall not make us liable to you or other thirdparties.

           15.10.        Opportunities for improvement, complaints  If at any time you wouldlike to discuss with us how the Services can be improved or if you have acomplaint, we encourage you to speak first to the responsible account manager.If any matter is not resolved to your satisfaction, you should contact theQuality Department by email to qualitymatters@taxually.com. We aim toinvestigate matters brought to our attention promptly and to agree a mutuallyacceptable resolution wherever this is possible.

           15.11.        Assignment By accepting these Terms ofService, the Client accepts that at all times we are entitled to transfer therights and obligations arising from these Terms of Service to any affiliatedcompany, or a third party, whereupon all the rights and obligations under theseTerms of Service shall pass on to the legal successor.

           15.12.        Third party rights These Terms ofService do not create any rights for any person who is not a party to it, andonly the Client may enforce any of its terms or rely on any exclusion orlimitation contained herein.

           15.13.        Language The English version shallprevail of all legal statements, statutory declarations made by Taxually,including these Terms of Service. Taxually does not accept any kind of legalclaims, or other complaints for misunderstandings, as a result of any mistranslation.

           15.14.        Applicable Law  These Terms shall be governed by andconstrued in accordance with the laws of Ireland.

           15.15.        Jurisdiction In the event of any disputearising from or in connection with these Terms, especially with its breach,termination, validity or interpretation, the Parties exclude the state courtprocedure and agree to submit the matter to the exclusive and final decision ofthe courts of Ireland.

‍

‍