Terms and Conditions
- Definitions and interpretations The following words and or expressions shall, for the purposes of this contract, have the following meanings:
“Active merchant” refers to a merchant who has purchased a package during a 30 day period or who has processed at least one transaction via the services within a 30 day period and/or a merchant whose contract with us has not terminated or been cancelled by either party. “API” means the application programme interface developed by and proprietary to Taxamo. “Applicable laws” means all laws, rules, regulations of any jurisdiction worldwide which applies or may apply to the merchant or to which it may be bound or have an obligation of compliance. “Applicable indirect tax laws” means applicable laws relating to indirect taxes in respect of the provision of digital services. “Business day” any day other than a Saturday, Sunday or public holiday. “Commencement date” the date of commencement of the contract. “Conditions” these terms and conditions. “Customer information” means all personal information of customers of the merchant. “Confidential information” any and all confidential information of any nature in whatsoever form relating to you or us or our business as carried on at the commencement date. “Charges” means the fees payable by the merchant for the services. “Contract” means the contract between us and you, which shall consist of the sign in form and these conditions. “Data laws” means all Applicable Laws relating to the protection, use and storage of personal data or information. “Documentation” means the documentation available to merchants on the site. “Dormant merchant” means a merchant who has not entered transactions through the services for a period of 30 days. “Digital services” services consisting of the delivery of electronic goods and services. “Indirect tax” means any tax related to the provision of goods and services, such as sales tax or VAT. “Intellectual Property Rights” or “IPR” patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world. “EU regulation” means the EU implementing regulation, EU Council Regulation (EC) No 282⁄2011. “Explanatory notes” means any documents issued by the European Commission explaining or providing further information in connection with the EU Regulation or digital services. “Loss” means losses, damages, costs or expenses (including any fines or penalties) whether direct or indirect and includes, any payments to Relevant Tax Authorities, loss of anticipated savings, wasted management time, legal costs and expenses, damage to reputation, and/or loss of opportunity or business. “Merchant information” means all personal information related to merchants, their directors, employees, agents, contractors and representatives. “Merchant interface” means the internet accessible indirect tax management user interface available to merchants at the site. “Merchant registration” means the registration of a merchant by the sign in form (if any) so as to avail of the services. “Operating procedures and user guide” means the operating procedures and guides to the use of the services as set out on the documentation or otherwise on the site. “Personal data” means all customer information and merchant information. “Relevant tax authorities” means national tax authorities in every jurisdiction, country or territory. “Services” means the indirect tax calculation and information services provided by us, as set out in clause 2. “Sign in form” means the sign in steps or procedure which you must follow to register for and avail of the services. “Site” means the website www.taxamo.com or such other websites offered by us from time to time. “Third party provider” refers to a third party, who offers indirect tax services to you. “you”, “your” or “merchant” or like terms, means you the merchant set out on our sign in form to whom we provide the services or any merchant to whom we provide the services. “we”, “us”, “our” or like terms. “Taxamo” refers to eVAT Solutions Ltd an Irish registered company with CRN 487204;. “Transaction data” means all information concerning merchant transactions on behalf of its customers. “Transaction information services” means services offered by us, to include, monitoring the indirect tax thresholds of any jurisdiction. 2. Provision of services by Taxamo Taxamo shall supply you the services on the terms and subject to these conditions. The services offered by us, shall be those services available from the site, as set out in the operating procedures and user guide and include: 2.1 The offering of the availability of our API. 2.2 The systems, tools, methods and services for identification of the country of location of your customers. 2.3 Indirect tax rate calculation services. 2.4 Transaction information services. 2.5 Indirect tax filing and tax authority filing assistance services. 2.6 Invoice services .
- Role of third party providers 3.1. So as to provide a broad a service to merchants as possible, Taxamo has teamed up with certain third party providers. This arises particularly where specific local regulations justify a collaboration with third party providers. In these cases we use the services of third party providers to provide you indirect tax calculation and identification services similar to the services we offer you from the site. 3.2. In those cases, we act merely as introducer to such third party providers. The services related by such third party providers are offered by them on their terms and conditions. 3.3. While we have taken every effort to carefully select appropriate and suitable third party providers, we do not have any liability whatsoever in respect of the indirect taxation services offered by such third party providers which are offered strictly on the terms and conditions offered by such third party providers. 3.4 No contract for the provision of the services shall be created between us in respect of the indirect taxation services offered by third party providers. 3.5. Any loss or liability suffered by you in connection with the use of a third party provider shall be governed by the terms offered by such third party provider. 3.6. While we take all reasonable steps to ensure that your transaction Data is supplied to the third party provider, we cannot accept any liability whatsoever, for any failure of any third party provider to receive any transaction data, howsoever this may arise.
Set up of the services 4.1 Merchant represents and warrants that: (a) merchant (or the person entering into this contract on behalf of merchant) is 18 years of age or older. (b) all information merchant has provided to Taxamo is true and correct in all respects, and © merchant will update Taxamo via the merchant Interface with any changes to information merchant has previously supplied. merchant hereby authorises Taxamo to investigate and confirm the information submitted by merchant herein. Taxamo reserves its right to refuse to provide merchant with the services, with or without notice, for any or no reason, including, without limitation, if merchant has supplied any information which is misleading, untrue, inaccurate or incomplete. merchant expressly acknowledges and agrees that Taxamo may share information about it and its account with merchant service providers. 4.2 In connection with the rights described in Section 4.1, merchant is required to supply a true and valid email address to be used as merchant’s login ID to access the merchant Interface. merchant must also specify a secure Password and agrees not to share or reveal these credentials to anyone, for any reason or purpose. merchant understands and acknowledges that every access to the merchant interface creates an auditable event of record (which is tracked on a per-Login ID basis) related to merchant’s use of the services. merchant further acknowledges and understands that merchant may invite merchant’s employees and agents to access and use the services by providing the invitee’s true and correct email address through the merchant contacts area of the merchant Interface. Merchant is solely responsible for maintaining adequate security and control of any and all IDs, passwords, or any other access codes that may be issued to merchant or merchant’s employees or agents by the services for purposes of giving merchant access to the services and API. Merchant is responsible for the results of using the services for the accuracy and adequacy of the data merchant provides to Taxamo. Taxamo shall be entitled to rely on information it receives from merchant and may assume that all such information was transmitted by or on behalf of merchant.
Provision of API 5.1 We give you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the API provided to you by us as part of the services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the API. You may not copy, modify, distribute, sell, or lease any part of API nor may you reverse engineer or attempt to extract the source code of API, unless laws prohibit those restrictions or you have our written permission. 5.2 Open source software is important to us. Some software used in API may be offered under an open source license and you must abide by open source licence terms in the use of the API. 5.3 The merchant shall notify Taxamo as soon as it becomes aware of any unauthorized use of the API by any person.
Customer information 6.1 By completing the merchant registration, you warrant and confirm that: 6.1.1 you have consent to: (a) provide to us the personal data. (b) our use of the personal data for the purposes of the services. 6.1.2. use by us of the personal data shall not constitute any breach of data laws. 6.1.3. you have complied with all data laws in your use of personal data. 6.2 We confirm that we will use the personal data only to fulfil our obligations to you under this agreement, to maintain and improve our service, to comply with applicable law and to generate aggregate data for analysis and statistical reporting. 6.3 We will implement and maintain commercially reasonable security methods designed to prevent any unauthorized use, disclosure of or access to personal data that the merchant does not expressly authorize. We will endeavour to ensure that our security methods comply with all data laws. 6.4. Transaction data and/or personal information shall only be made available to active merchants and their customers. 6.5 In the event of cancellation or termination of this contract for whatever reason you will continue to have access free of charge, to your transaction data for a period of 60 days after termination. We recommend that you download the transaction data during that period. Thereafter, Taxamo reserves the right to delete, erase, destroy or de-activate access to transaction data and/or personal information. We shall provide you 30 days notice by email prior to any such deletion, erasure or destruction or if we de-activate access. 6.6 Taxamo accepts no liability for any inability by merchants or their customers (other than Active merchants and their customers) to obtain access to transaction data or personal information .
Merchant obligations 7.1 The merchant confirms that they shall through the use of services comply with applicable indirect tax laws in relation to the provision of digital services to merchant customers. 7.2 Without prejudice to the generality of the above, the merchant agrees that they shall be responsible for all returns or filings with relevant tax authorities. 7.3. Merchant is solely responsible for the security of personal data on the servers of merchant, or a third party designated by merchant (e.g., a web hosting company, processor, or other service provider), including all indirect tax information. Merchant shall comply with all Data Laws governing the collection, retention and use by merchant of all personal data and transaction data. Merchant agrees to provide notice to customers on merchant’s internet sites (and in particular customer sign on pages) disclosing how and why personal information is collected and used. 7.4 Merchant agrees to comply with all Taxamo security protocols and security advisories in effect during the Term. Merchant is solely responsible for verifying the accuracy and completeness of all Transaction Data submitted to the services. Merchant acknowledges that Taxamo shall not be liable for any improperly processed or unauthorised Transactions, or any illegal or fraudulent access to merchant’s account or data. 7.5 Merchant will comply with applicable laws, applicable indirect tax Laws and Data Laws including, without limitation, any rules, notices, guidances or directions issued by relevant tax authorities .
Merchant restriction 8.1 The merchant is not permitted to use the services in any manner that constitutes a violation of any applicable indirect tax laws .
Charges and payment 9.1 The charges for the services shall be calculated in accordance with Taxamo’s standard rates as set out on the site or as may be communicated to you by us. Charges for services by third party providers shall be on the terms of the services offered by them. Our charges are normally set out as part of the sign in form and at that point you have the option of selecting the most appropriate package of charges. 9.2 Taxamo reserves the right to increase, decrease, amend or alter its charges, or any offers, basis of calculation or other matters in relation to the charges. You may cancel this contract in the event that you do not agree to any changes to the charges. 9.3 Whether you avail of the services directly from us or through your third party providers, all charges are paid by means of credit or debit card payment or by Paypal. Payment may be made in advance for certain package payments or payments may be made on a pay as you go basis, as set out on our site. 9.4 Any payments for bundled packages or charges in advance are non-refundable. 9.5 You must provide us 3 business days notice prior to due billing date if you wish to alter or change your agreed package. 9.6. We reserve the right to apply additional sur-charges for support but we will notify you prior to imposing such charge if they apply. 9.7 All amounts payable by the merchant under the contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT) which may be paid in addition to charges quoted. 9.8 If the merchant fails to make any payment due to Taxamo under the contract by the due date for payment, then Taxamo shall have the right to terminate this contract or restrict access to the API or any information from the site. 9.9 The merchant shall pay all amounts due under the contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law) .
Foreign currency calculations 10.1 Merchant transactions may be settled or reported to relevant tax authorities in currency other than in the transaction currency. In such cases, we apply what we consider to be, acting bona fide, but in our completion discretion, to be the most appropriate exchange rate in respect of any currency conversion. 10.2. We cannot accept and do not accept any liability whatsoever for any Loss suffered due any actions taken by us in respect of currency conversion .
Intellectual property rights 11.1 All intellectual property rights in or arising out of or in connection with the services and the API shall be owned by Taxamo. 11.2 The merchant shall not during, or at any time after the expiry or termination of, the contract in any way question or dispute the ownership by Taxamo, or any other party, thereof of all intellectual property rights services and the API. 11.3. The merchant has no right in or to the services and the API, the intellectual property therein or the goodwill associated therewith save other than right to use granted in this Contract .
Confidentiality A party (receiving party) shall keep in strict confidence all confidential information disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors. The receiving party shall only disclose confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the contract. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 10 shall survive termination of the contract .
Limitation of liability and warranty: The merchant’s attention is particularly drawn to this clause 13.1 Nothing in these conditions shall limit or exclude Taxamo’s liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; or (b) fraud or fraudulent misrepresentation. 13.2. You acknowledge that Taxamo does not provide professional tax opinions or tax management advice specific to the facts and circumstances of your business. Although Taxamo strives to ensure that the services provide the correct indirect tax rate once the country of location of the customer has been identified, it is reliant on information from third parties, such as government agencies in its calculations. Further, the services (as they relate to VAT in the EU) have been developed in accordance with Taxamo’s interpretation of the regulation, the explanatory notes and applicable indirect tax laws all of which are open to interpretation by the courts of EU members states, national government agencies and relevant tax authorities. Similarly with respect to the services, as they relate to indirect taxes outside of the EU, Taxamo has developed such services based on the best information available to it in respect of such indirect taxes. Taxamo does not warrant that the manner by which it has devised the services will be accepted in every country or by every relevant tax authority. Therefore, you agree that you will use and rely upon the services solely at your own risk and acknowledge that Taxamo cannot guarantee or provide any warranty that the services shall apply the correct indirect tax rate, nor correctly identify the country of location. 13.3 The maximum liability of Taxamo to the merchant, for any loss, whether under tort, contract or otherwise whether for use of the services or in any way related to this contract, shall be limited to charges paid by the merchant to Taxamo, in the 30 days prior to the event giving rise to the claim or the loss. 13.4. Taxamo excludes all warranties whether express or implied to the maximum extent permitted by law. In particular, the transaction information services, which include the threshold monitoring services offered by us are offered exclusively on an as is basis without any warranty whatsoever. 13.5. Taxamo does not provide tax or indirect tax compliance advice. Compliance with applicable indirect tax laws is a matter completely for the merchant. Taxamo provides no warranty that the services are suitable for the merchant or the correct service to permit the merchant be compliant with applicable indirect tax laws. The merchant is wholly responsible for determining whether the services are the required service to enable compliance by the merchant with applicable indirect tax laws or any applicable laws. 13.6 Taxamo accepts no liability whatsoever for any Loss arising from failure by the merchant to correctly apply, interpret or implement applicable indirect tax laws or applicable laws or for any failure by the merchant to comply with applicable indirect tax laws or applicable laws. 13.7 The services are a service that permits merchants calculate the correct indirect tax rate for digital services based on location of the customer. Taxamo accepts no liability for any Loss due to any incorrect calculation of indirect tax rates due to input error or any other incomplete or misleading information provided to Taxamo by merchant in particular where incorrect, misleading or incomplete “commercially relevant information” relating to customer location (as referred to in the regulation) is provided to Taxamo. 13.8 Taxamo is not liable for any Loss, where any of the following occurs after the date of a transaction using the services: 13.8.1 any change in applicable laws or applicable indirect tax laws. 13.8.2 any change in interpretation of applicable laws or applicable indirect tax laws. 13.8.3 any ruling, decision or advice of a court, tribunal, EU or government agency or institution or relevant tax authority in relation to applicable laws or applicable indirect tax laws. 13.9 Taxamo is not liable for any incorrectly applied rate should the merchant fail to accurately identify the product code of the service (as made available through the services) which they are providing as part of a transaction. 13.10. Taxamo shall not be liable to pay for any Loss suffered by a merchant to the extent that such liability is wholly or partly attributed to actions of any third party, with whom Taxamo has no contractual relationship or events or circumstances reasonably beyond the control of Taxamo .
Termination 14.1 Without limiting its other rights or remedies, either party may terminate or cancel this contract by giving the other party 30 days written notice. 14.2 Without limiting its other rights or remedies, either party may terminate the contract with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so. (b) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business or takes any steps to appoint a receiver, examiner, administrator or liquidator over all or part of its business or in the individual is unable to pay his or her debts as they fall due or takes any steps to become bankrupt; and/or. © The merchant ceases to be an Active merchant. 14.3 Without limiting its other rights or remedies, Taxamo may terminate the contract with immediate effect by giving written notice to the merchant if the merchant fails to pay any amount due under this contract on the due date for payment and fails to pay all outstanding amounts within 30 days after being notified in writing to do so .
Consequences of termination 15.1 On termination of the contract for any reason: (a) the merchant shall immediately pay to Taxamo all of Taxamo’s outstanding unpaid invoices and interest and, in respect of services supplied but for which no invoice has been submitted, Taxamo shall submit an invoice, which shall be payable by the merchant immediately on receipt. (b) the right of the merchant to use the API and the services immediately terminates. © the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination or expiry. (d) clauses which expressly or by implication survive termination shall continue in full force and effect. 15.2. Taxamo does not offer any refunds in cases where either Taxamo or you cancel this contract. 15.3. On cancellation of this contract for any reason by either Taxamo or the merchant, the merchant shall take immediate steps to download transaction data for later use by the merchant. The merchant is permitted to download transaction data without charge, for a period of 60 days after termination. .
Force majeure 16.1 For the purposes of this contract, force majeure event means an event beyond the reasonable control of Taxamo including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Taxamo or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of us or our subcontractors. 16.2 We shall not be liable to the merchant as a result of any delay or failure to perform its obligations under this contract as a result of a force majeure event. 16.3 If the force majeure event prevents Taxamo from providing any of the services for more than five weeks, Taxamo shall, without limiting its other rights or remedies, have the right to terminate this contract immediately by giving written notice to the merchant. .
General 17.1 Assignment and other dealings. (a) We may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the contract and may subcontract or delegate in any manner any or all of its obligations under the contract to any third party or agent. (b) The merchant shall not, without the prior written consent of Taxamo, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the contract. 17.2 Notices: any notice to be served, made or issued in respect of this contract may be sent by post or email to the addresses specified under this contract. 17.3. Should any of the terms of this contract be found by a court to be unenforceable or illegal, the remaining terms of the contract will nevertheless continue in full force and effect if they are capable of continuing in existence without the unenforceable or illegal term. 17.4 Any failure or any delay by either of us in exercising any right, power or remedy under this contract will not mean that we or you have waive that right, power or remedy or prevent its exercise at any subsequent time. 17.5 Nothing in this contract will be deeded to create a partnership, joint venture or agency relationship between us. 17.6 Third parties: a person who is not a party to the contract shall not have any rights to enforce its terms. 17.7 Variation. We may update this contract or these conditions from time to time. We make our updates by posting revised terms on the site. Changes will not apply retroactively and will become effective immediately. If you do not agree to the modified terms for a service, you should discontinue your use of that service. In the event that we update our contract, the contract that shall apply between us shall be the contract as updated or modified. Your continued use of the Service is an acknowledgement that the current version of this contract shall be the terms that apply and are binding between us. 17.8 Governing law: this contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws of Ireland. 17.9 Jurisdiction: each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims). .