This article applies to selling in: United Kingdom

Blue Arrow value added tax services agreement

Terms and Conditions

1 General

1.1 These terms and conditions are binding and govern the relationship between Blue Arrow Solutions Limited, trading as Taxually, (seat: Marine House, Clanwilliam Place, Dublin 2, Ireland, registration no.: 672828), a company organized under the laws of Ireland (“Blue Arrow”) as the provider of the online tax compliance services through the Website, and the businesses using the services of Blue Arrow offered under the Website (the “Client” or “You”). All Services provided by Blue Arrow under the Website shall be governed by these Terms.

1.2 By registering on the relevant Website and by clicking on the button “I agree to the Terms and Conditions” (or the applicable equivalent), the Client gives its consent to, and notably its express consent to accept the following Terms.

1.3 These Terms comprise the entire agreement between Blue Arrow and the Client, superseding any prior agreements between Blue Arrow and the Client. Please note that you may be subject to additional rules and regulations that may apply when you use specific features on the Website, especially rules relating to the Website as specified by Blue Arrow or Blue Arrow’s subcontractors, as well as the provisions of the agreement concluded with Blue Arrow’s subcontractors as a fiscal representative if applicable.

1.4 Please note that the Annexes to these Terms contain the details of payment of fees and the provisions regarding personal data.

1.5 Blue Arrow may, from time to time, change the Terms. You agree to review the Terms and the relevant rules and regulations periodically and to be updated of such changes. In case you do not wish to remain a client due to the change in these Terms or the relevant rules and regulations, you may terminate the agreement accordingly. Please note that your continued use of the Website following any change to the Terms or the relevant rules and regulations, constitutes acceptance of all such changes.

1.6 Please note that Blue Arrow has the right to transfer or assign its rights and obligations under these Terms without limitation.

2. Definitions

Main definitions used in these Terms are as follows:

AML Act”: Act LIII of 2017 on the Prevention and Hindrance of Financing of Money Laundering and Terrorism.

Client”: Businesses using the Services of Blue Arrow offered under the Website.

Company”: Blue Arrow Solutions Limited (seat: Marine House, Clanwilliam Place, Dublin 2, Ireland, registration no.: 672828), a company organized under the laws of Ireland.

Country”: France, Germany, Czech Republic, Spain, Italy, Poland and the United Kingdom.

“Country Subscription”: an agreement to provide the Services in the respective Country for an agreed period of time.

Marketplace”: any online e-commerce marketplace.

Politically Exposed Person”: in accordance with the provisions of the AML Act, a natural person who is entrusted with prominent public functions, or who has been entrusted with prominent public functions within one year before the implementation of customer due diligence (identification) measures.

Reason substantiating the qualification as a politically exposed person:

1) heads of State, heads of government, ministers and deputy ministers, state secretaries, in Ireland the head of State, the Prime Minister, ministers and state secretaries;

2) members of parliament or of similar legislative bodies, in Ireland members of parliament and spokesmen for the nationality;

3) members of the governing bodies of political parties, in Ireland members and officers of the governing bodies of political parties;

4) members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, in Ireland members of the Alkotmánybíróság (Constitutional Court), of the courts of appeal and the Kúria (Curia);

5) ambassadors, chargés d’affaires and high-ranking officers in the armed forces, in Ireland the head of the central body of law enforcement bodies and organizations and his deputy, Chief of Staff of the Irish Army and Deputy Chiefs of Staff of the Irish Army;

7) members of the administrative, management or supervisory bodies of enterprises with majority state ownership, in Ireland the managing directors of enterprises with majority state ownership, including members of the management body exercising control or supervisory rights of such enterprises;

8) directors, deputy directors and members of the board or equivalent function of an international organisation.

“Returns”: includes periodic and annual VAT returns, EC Sales and/or Purchase Lists and SAF-T and other local listings.

Services”: any or all VAT compliance or related, including fiscal representation, services rendered by Blue Arrow, acting as your VAT agent, on the Website, which are specified in detail under Sections 5.1-5.2 below.

Standard Services”: the Services that are by default included in a Country Subscription fee, which are specified in detail under Section 5.1 below.

Terms”: these terms and conditions which govern the relationship between Blue Arrow and the Client regarding the Services.

VAT”: value added tax, a general tax on consumption exactly proportional to the price of the goods and services, the rate of which may vary from jurisdiction to jurisdiction.

TaxuallyWebsite”: means the taxually.com, taxually.net, taxual.ly, taxually.de, taxually.org, taxually.co.uk, taxually.fr, taxually.eu and taxually.es websites and further different websites and any other website which might be operated by Blue Arrow, as applicable.

Third-Party Website” means third party websites through which Blue Arrow provides the Services to the Client.

Website” means the Blue Arrow Website or the Third-Party Websites, as applicable and as the context may require.

3. Duration

These Terms shall be effective as from the date when the Client registers on the Website and accepts these Terms, and shall remain in force for a minimum Initial Period of one year, to cover 12 reporting months (i.e. 12 monthly or 4 quarterly returns) and shall be deemed renewed automatically each year for an additional one-year period until duly terminated by either party in full compliance with the terms and conditions expressly set forth in these Terms.

4. Signing Up and Registration

4.1 Use of the Services is subject to registration by the Client on the Website and the selection of the relevant Country Subscriptions and Additional Services. The Client should follow the process as set out on the Website in order to create an account.

4.2 When creating an account, the Client shall provide the following personal data: name (first name, last name), e-mail address of the registrant, and password.

4.3 In order for Blue Arrow to provide the services, the Client may be required to provide the following personal data and documents: first name, family name, date of birth, country of birth, city/town of birth, type of personal identification document, number of personal identification document, home address, and statement whether the representative is a Politically Exposed Person, passport copy/identification document of the Client’s representative, VAT/tax certificate (in the country of establishment), as well as any other document requested by Blue Arrow on the Website.

5. Services

5.1 The following Services are Standard Services and included within the Country Subscription fees:

5.1.1 VAT registration

If the Client intends to commence business activity in a Country in which it does not have a VAT registration number, Blue Arrow shall apply for a VAT number on behalf of the Client in that Country. When rendering this service, Blue Arrow will use the data and documents provided by the Client during the registration process detailed in Section 4 above.

5.1.2 Preparing and Filing Returns through the Website

For the performance of Blue Arrow’s Services under this Section 5.1.2, the Client shall ensure that relevant files are uploaded or otherwise made available on the applicable Website, which may be (i) files uploaded or made available from the Marketplace or (ii) applicable template files where the data are uploaded by the Client manually on the Website.

On the basis of the data and documents provided by the Client on the Website, Blue Arrow shall provide the following Services:

(i) calculate the amount of VAT payable by the Client in the selected Countries for which the Client has a valid subscription;

(ii) prepare the Returns to be filed with the taxation authorities of such Countries;

(iii) where legally authorised to do so and upon the Approval of the Client, file the Returns with the taxation authorities of such Countries by the statutory submission deadline and, as applicable, where the deadlines set out in Section 7.3 have been met; and

(iv) inform the Client via the Website of the amount of VAT payable in each selected Country as well as payment details and the deadline for payment in each selected Country.

The statutory responsibility for the Client’s tax affairs remains with the Client and therefore the Client is required to approve each tax return that is prepared by Blue Arrow. Approval is considered as given for the prepared returns upon one of the following events:

(i) the explicit approval by clicking on the “Approve” button or its functional equivalent on the applicable Website;

(ii) by paying the calculated amount of tax to Blue Arrow or to the tax authority; or

(iii) the later of 3 working days from the date of the tax returns being prepared and 3 working days before the statutory submission deadline, or as otherwise indicated to the Client on the applicable Third-Party Website, unless contrary instructions are provided by the Client.

5.1.3 Notification management

If the Client receives a routine notification (as defined below) from a tax authority in any Country for which it has a valid subscription, Blue Arrow will provide a summary translation and details on any actions required by the Client, subject to any specific terms agreed with the Client.

Routine queries are defined as any small and common query or request from a tax authority of an analytical or non-technical nature (e.g. a notification about late payment or non-submission of a Return or a request for clarification or analytics supporting items report in a Return).

5.1.4 Fiscal representation

5.1.4.1 Non-EU established Clients registering or registered for VAT in certain countries (e.g. France, Spain, Italy and Poland) are required to appoint a locally established Fiscal Representative. This service will automatically be added to the Country Subscription where required.

5.1.4.2 Blue Arrow may use subcontractors to provide the fiscal representation services to you. You specifically authorise Blue Arrow to share information and documents that are necessary in order to fulfil the duties of the fiscal representative.

5.1.4.3 Where Blue Arrow provides fiscal representation services, the provision of a bank guarantee or bank deposit is not required in France, Spain, Italy or Poland. Further, should you fail to comply with any of your responsibilities under Section 7 below, Blue Arrow may require the payment of a bank guarantee or bank deposit in order to continue providing the Services. Where a bank guarantee or bank deposit is required, you hereby accept that no work can be performed until the required bank guarantee or bank deposit is properly settled.

5.1.5 Tax payments

5.1.5.1 Where Blue Arrow provides fiscal representation services to the Client under Section 5.1.5 above, the Client is required to remit the tax amount to the fiscal representative who will in turn remit the tax amount to the respective tax authority.

5.1.5.2 Where the fiscal representation service is required, it will automatically be added to the Country Subscription and be subject to a separate fee.

5.1.5.3 In all other cases, the calculated amount of VAT must be paid directly by the Client to the tax authority of each Country and Blue Arrow will in no event be liable for any damage arising from the non-payment or late payment of any amount of VAT in any Country by the Client, unless such non-payment or late payment results from an error or omission by Blue Arrow.

5.1.6 Obtaining an EORI number

EORI number is an Economic Operators Registration and Identification required for businesses which undertake the import or export of products into or out of the European Union. Blue Arrow shall obtain an EORI number for the Client from the respective tax authority.

5.1.7 Intrastat reports

If the Client’s trading volume has exceeded an Intrastat threshold in any Country and it is obliged to file an Intrastat report, Blue Arrow shall prepare and file such reports on behalf of the Client by the statutory submission deadline.

5.1.8 Correspondence address

Blue Arrow undertakes to provide a correspondence address to which mail which is addressed to the Client and is sent by a tax authority from the country in which the Client has a valid subscription can be sent. This service may not be available in all Countries.

5.1.9 Corrective Returns

If a Return that was previously prepared and submitted by Blue Arrow is required to be corrected, the Client shall notify Blue Arrow of the affected period, shall upload the necessary data and documents in accordance with Section 5.1 hereof, and Blue Arrow will then prepare and file the corrective Returns.

5.1.10 Certain Retroactive Returns

Blue Arrow will prepare and file any retroactive returns relating to any period beginning when Client has enrolled in the applicable Country Subscription but prior to the date that Client’s VAT registration number is obtained for the applicable jurisdiction.

5.1.11 Sworn Translations

If as a part of the VAT registration the Client is required to provide sworn translations of certain documents, Blue Arrow shall arrange for the translation of such documents.

5.2 The following Services are Additional Services and may be purchased for a separately agreed fee:

5.2.1 Other Retroactive Returns

Subject to 5.1.10 above, if Blue Arrow registers the Client for VAT purposes in a Country from a retrospective date, Blue Arrow will prepare and file such returns retroactively regarding the period as agreed with the Client.

5.2.2 Other Translations

Subject to 5.1.11 above, if as a part of the VAT registration the Client is required to provide translated documents, Blue Arrow shall arrange for the translation of such documents.

5.2.3 Consultation

Blue Arrow provides consultation with a tax expert regarding any VAT issue (e.g. inspection, VAT reclaim, VAT rate review, etc.) by telephone. The fee for the service will be charged based on the hours spent.

6. Payment

6.1 The fees for the Services under Section 5.1 are described here.

6.2 The use of the Services is subject to the payment of the fees as referred to in Section 6.1, subject to any discount, free trial period or other promotion that may be offered. The fees are payable in EUR, unless indicated otherwise, via the payment methods published on the Website. Blue Arrow will issue an invoice for the fees paid and send it to the Client electronically.

6.3 The fees payable for the Additional Services specified in Section 5.2 hereof will be charged, as the case may be, (i) in one amount, or (i) monthly or annually together with the Country Subscription fee, in accordance with the subscription period of the Client. The use of the Additional Services is subject to the advance payment of the fees.

7. Declarations and responsibilities of the Client

7.1 Acknowledgement: The Client hereby certifies that it has read and understood the Terms and Conditions of the Website that are applicable for the Client, and accepts the provisions determined in it as binding, and the Client is aware of the Services provided and Blue Arrow’s obligations specified in these Terms and Conditions. In case of any questions in this regard the Client can contact the operator of the Website according to the contact details provided on the Website.

7.2 Statutory Responsibility: Blue Arrow exercises due care in providing the Services. The Client understands that the engagement of Blue Arrow does not absolve the Client or its directors from their statutory responsibilities. Blue Arrow draws the Client’s attention to the strict rules and time limits for the submission of Returns and the substantial penalties which may arise if these are not observed. It is therefore essential that the Client provides complete and accurate data to Blue Arrow.

7.3 Blue Arrow Website Deadlines: With respect to the Blue Arrow Website, the following deadlines must be met by the Client in order to ensure that all statutory filing and payment deadlines are met:

- Data is to be provided not later than the 6th working day following the end of the reporting month

- Returns should be approved not later than 5 working days prior to the statutory submission deadline

- If Blue Arrow is required to intermediate the tax payments on behalf of the Client, those full payments must be received by Blue Arrow not later than 5 working days prior to the statutory payment deadline.

Please note that these deadlines may vary as indicated to the Client on the applicable Third-Party Website.

7.4 Complete and Accurate Data: The Client declares that all documents uploaded by the Client (or third party acting on behalf of the Client) and all data provided by the Client (or third party acting on behalf of the Client) in order for rendering the Services, as well as during the whole term of the agreement are true, correct, accurate and valid. In no event will Blue Arrow or its affiliates or officers, directors, employees, shareholders, agents, representatives, licensors, successors or assignees, be liable to the Client or to any third party whatsoever for any damage, including, but not limited to, indirect, direct, special, punitive, incidental or consequential damages (including, but not limited to, damages for loss of business profits, business interruption, or loss, and any other kind of damage), or any other damages arising in connection with or in any way out of not receiving necessary documents or data in due time or using incorrect, inaccurate or invalid data or documents by Blue Arrow during the provision of the Services. Further, client agrees to notify Blue Arrow immediately if any of the data previously provided is no longer valid or changes.

7.5 Payment of Taxes: The Client is fully and wholly responsible for ensuring that all taxes are paid in each of the Countries. In case of any underpayment of tax for which Blue Arrow or one of its subcontractors may be liable, the Client will fully indemnify Blue Arrow and its subcontractors for any loss directly incurred.

7.6 Updates of Information: The Client undertakes to provide Blue Arrow, in writing or through the Website, with updated information concerning any changes related to the data or documents provided during the registration process, within the term of five (5) days counted from the occurrence/communication of said changes.

7.7 Transfers: The Client is not entitled to assign or transfer its contractual position to any other person/entity. The Client agrees and as the case may be it will be responsible and liable that the username/password must not be provided to any other person, and under the registered account only the Client – registered in accordance with Section 4 of these Terms – will appear, otherwise the Client shall be held liable under this Terms.

7.8 Unauthorised Use: The Client shall immediately inform Blue Arrow of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password. The Client shall also remain exclusively and personally liable for any unauthorized use of the Services.

7.9 Indemnification: The Client shall fully indemnify and pay any and all costs of defence to Blue Arrow in case of breach of any of the clauses set forth in the present Terms.

7.10 Fulfilment of Responsibilities: The Client agrees that Blue Arrow is unable to provide the Services until the Client has completed all steps required by Blue Arrow. This may include, inter alia, signing and legalising documents and providing personal data. Further, Blue Arrow has no responsibility to provide the Services until it has specifically confirmed that it is authorised and ready to provide the Services. Blue Arrow bears no responsibility for any consequences of the Client not fulfilling their obligations.

7.11 Responsibility associated to missing VAT number in the country of departure: The client acknowledges that Blue Arrow may solicit the client to initiate the VAT registration process in countries where the client did not comply with local regulations and arrange for a VAT number previously. The client is obliged to comply with the document and information request of Blue Arrow or otherwise Blue Arrow can terminate this agreement.

8. Termination

8.1 The Client may terminate this agreement for convenience and without liability at any time on giving prior written notice via the applicable Website, which written notice must be given not less than 30 days before this agreement will be terminated in case the Client receives Services in France, Italy, Spain and/or Poland. When the Client requests to terminate this agreement, the Services will at the same time be terminated in all jurisdictions in which the Client receives the Services.

If the Client receives the Services only in the United Kingdom, Germany and/or the Czech Republic, Blue Arrow will not file any filings or provide any Services related to the calendar month or quarter in which this agreement is terminated.

If the Client receives the Services (also) in France, Italy, Spain and/or Poland, Blue Arrow will file any filings and provide the Services related to the calendar month or quarter in which this agreement is terminated for all jurisdictions in which the Client receives the Services, even if these jurisdictions are other jurisdictions than France, Italy, Spain or Poland. If the Client has an obligation to file in a certain jurisdiction(s) on a quarterly basis but has an obligation to file in another jurisdiction(s) on a monthly basis, Blue Arrow will file any monthly and quarterly filings and provide the Services related to the calendar quarter (and the months within that calendar quarter) in which this agreement is terminated for all jurisdictions in which the Client receives the Services.

8.2 Blue Arrow may terminate this contract with immediate effect and resign as fiscal representative (if applicable) in the event Blue Arrow is restricted from providing the Services due to any ruling by a governmental authority in one or more Countries that makes it unlawful or significantly more burdensome for Blue Arrow to provide the Services to the Client in the affected countries or in the event of a serious breach by the Client, inter alia, the following: Blue Arrow becomes aware that the Client is involved in criminal activity, poses personal threat or is in default of any of its statutory tax obligations in any country (e.g. provides incorrect data or misses deadlines several times, etc).

8.3 Blue Arrow accepts no responsibility for the consequences to your business of terminating the contract and resigning as fiscal representative, including but not limited to being deregistered for VAT, and you remain fully liable for all taxes due at all times.

9. [Reserved]

10. Data Protection

In respect of any data which is processed for the performance of the Services and which is personal data, the Parties acknowledge and agree that the Client shall be the controller and Blue Arrow shall be the processor and Blue Arrow shall process personal data in accordance with the Data Processing Agreement attached hereto as Exhibit A (Data Processing Agreement).

11. Copyright

11.1 All materials on the Blue Arrow Website are proprietary to Blue Arrow, constitute valuable intellectual property, are copyrighted and are protected under treaty provisions and worldwide copyright laws, and may not be reproduced, copied, edited, published, transmitted or uploaded in any way without written permission from Blue Arrow.

11.2 The Client acknowledges and agrees that any material recorded or any original work published on the Blue Arrow Website (and all rights therein, including, without limitation, author rights to such recorded works and materials) belong to and shall be the sole and exclusive property of Blue Arrow.

12. Contacts and notices

12.1 Blue Arrow can be contacted by:

Sending of an email to: legal@taxually.com;

Sending of a letter to: Taxually Kft., Eiffel Irodahaz, Terez Korut 55, 1062 Budapest, Hungary

Telephone: +442080894204

12.2 Notices

Notices by Blue Arrow to the Client may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email. Notices by the Client to Blue Arrow may be given by electronic messages, or conventional mail unless otherwise specified in these Terms.

13. Miscellaneous

13.1 **Warranties **To the fullest extent possible under applicable law Blue Arrow specifically disclaims any and all warranties, including, but not limited to: (i) any warranties concerning the availability, accuracy, reliability, completeness, capabilities, security, timeliness, usefulness or content of the Website and any host services or the ability of the Website or any host services to interoperate or integrate with any third party products such as software or hardware; (ii) any warranties with regard to the accuracy or completeness of or errors in the contents or functioning of or the accuracy of the results or output that derives from the use of the Website or any host services; (iii) any warranties regarding the rights and title of Blue Arrow in the Website and any host services, or any warranty that the Website or any host services do not infringe the intellectual property rights of any third party. This disclaimer of liability applies to any damages or injury caused to you or to any third party including, without limitation, as a result of any failure of performance, bug, error, omission, interruption, deletion, defect, delay in operation or transmission, virus, communication line failure, theft or destruction or unauthorized access to, alteration, inaccessibility or loss of, or use of data, information and/or records, whether for breach of contract, tort, negligence, or under any other cause of action. Blue Arrow specifically does not warrant or guarantee (1) that the Website or any host services or any portion thereof will be free of infection by viruses, or anything else manifesting contaminating or destructive properties, or (2) that the functions performed by the Website or any host services will be uninterrupted or error-free or that defects in the Website or any host services will be corrected. It is your sole responsibility to execute anti-contamination/virus software and otherwise take steps to ensure that the Website and any host services, if contaminated or infected, will not damage your information or system.

13.2 **Limitation of liability **In no event will Blue Arrow or its affiliates or officers, directors, employees, shareholders, agents, representatives, licensors, successors or assigns, be liable to the Client or to any third party whatsoever for any indirect, consequential or special damages arising in connection with or in any way out of the availability or use of, reliance on, or inability to use, the Website or any host services, even if Blue Arrow or any host were advised of the possibility of such damage, and regardless of the form of action whether in contract, tort, equity or otherwise.

The Parties agree that the provisions of Section 5(2) of Act CVIII of 2001 on Electronic Commerce and Information Society Services will not be applicable to these Terms and the legal relationship of the Parties.

13.3 **Trademarks and Domains **“Taxually” and taxually.com, taxually.net, taxual.ly, taxually.de, taxually.org, taxually.co.uk, taxually.fr, taxually.eu and taxually.es are registered international trademarks and domain names of Taxually. All rights are reserved. Nothing herein shall be construed as a grant or assignment of any rights in any intellectual property owned by Blue Arrow, including, without limitation, any of its current and future trademarks or domain names. No use of these trademarks and domain names shall be permitted except through the prior written authorization and permission of Blue Arrow.

13.4 **Rules on the prevention of money laundering** The Client understands that the effective provisions of the AML Act prescribe an identification obligation for Blue Arrow as a person rendering accounting services. Based on these Terms, the required data of the Client and Client’s representative – as provided by the Client during the registration process – are recorded according to the provisions the AML Act. Under the AML Act, the Client shall provide Blue Arrow with a written declaration on whether it is proceeding on its own behalf and in its own interests or those of the beneficial owner in accordance with the attached declaration, as well as whether Blue Arrow’s representative is a Politically Exposed Person. Blue Arrow must reject the conclusion of the agreement with the Client pursuant to the provisions of the AML Act or, in the case of an existing contract, must refuse to perform the Services if any data, facts or circumstances referring to money-laundering, financing of terrorism or origin from criminal acts arise during the Client identification procedure or during the entire term of the agreement.

13.5 **Confidentiality **The Parties shall treat as confidential and not disclose or use any information received or obtained as a result of entering into these Terms which relates to the provisions of these Terms, or Blue Arrow’s or the Client’s business, financial or other affairs. This includes the sharing of negative information on social media and Marketplace platforms. Notwithstanding the foregoing, each Party may disclose confidential information to their respective advisors, any governmental entity of any Country or any other persons, if disclosure is mandated under applicable law.

Notwithstanding the foregoing, the Client acknowledges that Blue Arrow may disclose confidential information regarding your account to the operator of the applicable Third-Party Website, or the affiliate of such operator, for purposes relating to Blue Arrow’s provision of Services through such Third-Party Website.

For the purposes of this Section, confidential information shall not include any information which:

  1. is available to the general public at the time of use or disclosure;
  2. becomes available to the general public other than by a manner of unauthorized disclosure or use; or
  3. is provided to Blue Arrow or the Client, as the case may be, by a third party who is lawfully in possession of such information and has the lawful right to disclose or use it.

Any product of the Services released to the Client in any form or medium shall be supplied by Blue Arrow on the basis that it is for the Client’s benefit and information only and that, save as may be required by law or by a competent regulatory authority (in which case the Client shall, unless prohibited by law, inform Blue Arrow in advance), it shall not be copied, referred to or disclosed, in whole (save for your own internal purposes) or in part, without the prior written consent of Blue Arrow (which may be conditional on confirming the terms under which release is made). The Services shall be delivered on the basis that the Client shall not quote Blue Arrow’s name or reproduce Blue Arrow’s trademarks in any form or medium without our prior written consent. The Client may disclose in whole any product of the Services to the Client’s legal and other professional advisers for the purposes of the Client seeking advice in relation to the Services, provided that when doing so the Client informs them that:

(i) disclosure by them (save for their own internal purposes) is not permitted without Blue Arrow’s prior written consent, and

(ii) to the fullest extent permitted by law Blue Arrow accepts no responsibility or liability to them in connection with the Services.

13.6 These Terms sets forth the full and complete understanding between Blue Arrow and the Client with respect to its subject matter, and supersedes all prior understanding or agreements, whether written or verbal in relation to the subject matter of these Terms.

13.7 Blue Arrow undertakes to render Services to the Client for the period for which the Client has a valid subscription and for which the Client paid the subscription fee. After the expiry of the subscription period of the Services Blue Arrow is by no means obliged to provide any Services to the Client unless the renewal of the subscription period and payment of the subscription fee has taken place by Client for the following period.

13.8 **Severability **In the event that any one or more of the provisions contained in these Terms shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms and the Parties shall attempt to deliver the benefits of such provision in a manner that is not invalid, illegal or unenforceable.

13.9 **Waivers **Any failure by any Party to exercise, or any delay, forbearance or indulgence by any Party in exercising, any right, power or remedy under these Terms or under applicable law shall not operate as a waiver of the right, power or remedy or preclude its exercise at any subsequent time or on any subsequent occasion. The single or partial exercise of any right, power or remedy shall not preclude any other or further exercise of that right, power or remedy nor shall such waiver constitute a continuing waiver.

13.10 **Use of subcontractors** Blue Arrow is entitled to make use of subcontractors to render the Services to the Client and is authorised to share such confidential information as is necessary to render the Services.

13.11 **Force majeure** If, by reason of failure of telecommunications or internet service providers, labour disputes, riots, inability to obtain labour or materials, earthquake, fire or other action of the elements, accidents, governmental restrictions or other causes beyond the control of Blue Arrow, Blue Arrow is unable to perform in whole or in part its obligations, then Blue Arrow shall be relieved of those obligations to the extent it is so unable to perform and such inability to perform shall not make Blue Arrow liable to the Client or other third Parties.

13.12 **Amendments **If any modification of these Terms is unacceptable to you, you may cancel your registration/subscription on the Website and thus the agreement will not be renewed for the next subscription period.

13.13 **Language **The English version shall prevail of all legal statements, statutory declarations made by Blue Arrow, including these Terms. Blue Arrow does not accept any kind of legal claims, or other complaints for misunderstandings, as a result of any mistranslation.

13.14 **Applicable Law **These Terms shall be governed by and construed in accordance with the laws of Ireland, excluding its conflicts of law rules.

13.15 Opportunities for improvement, complaints If at any time the Client would like to discuss with Blue Arrow how the Services to the Client can be improved or if the Client has a complaint, Blue Arrow encourages the Client to speak first to the responsible account manager. If any matter is not resolved to the Client’s satisfaction, the Client should contact the Quality Department, either by sending a letter to them at Blue Arrow’s address or by sending an e-mail to qualitymatters@taxually.com. Blue Arrow aims to investigate matters brought to Blue Arrow’s attention promptly and to agree a mutually acceptable resolution wherever this is possible.

13.16 **Jurisdiction **In the event of any dispute arising from or in connection with these Terms, especially with its breach, termination, validity or interpretation, the Parties exclude the state court procedure and agree to submit the matter to the exclusive and final decision of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest). The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings). The number of arbitrators shall be three and the language to be used in the arbitral proceedings shall be English. The Parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute the Hungarian substantive law shall apply, excluding its private international law rules.

Exhibit A: Data Processing Agreement

This Data Processing Agreement is part of, and is governed by, the terms and conditions set forth in our Terms and Conditions. The different terms not defined in this Data Processing Agreement shall have the meaning given to them in our Terms and Conditions.

Our Data Processing Agreement may change from time to time. If we make a change to this Policy that we believe materially affects how we process your information or reduces your rights, we will provide you with notice (for example, by email).

A “data controller” is an entity that determines the purposes for which and the manner in which any personal information is processed. Any third parties that handle your personal information in accordance with our instructions are our service providers and are “data processors.”

If you have any questions about this Data Processing Agreement, want to find out more about our data protection practices, to exercise your rights in connection with the processing of your personal data, please contact us at privacy@taxually.com.

References to the Client, the Company and the Parties have the same meaning as defined in the Terms. References to the “Data Processor” in this agreement refer to the Company.

WHEREAS

  • A. The Client acts as a Data Controller.
  • B. The Client has requested certain Services, which imply the processing of personal data by the Data Processor.
  • C. The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
  • D. The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

  • 1.1 Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:
    • 1.1.1. “Agreement” means this Data Processing Agreement;
    • 1.1.2 “Client Personal Data” means any Personal Data Processed by a Contracted Processor on behalf of Client pursuant to or in connection with the Terms;
    • 1.1.3 “Contracted Processor” means a Processor or Subprocessor;
    • 1.1.4 “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;
    • 1.1.5 “EEA” means the European Economic Area;
    • 1.1.6 “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;
    • 1.1.7 “GDPR” means EU General Data Protection Regulation 2016/679;
    • 1.1.8 “Data Transfer” means:
      • 1.1.8.1 a transfer of Client Personal Data from the Client to a Contracted Processor; or
      • 1.1.8.2 an onward transfer of Client Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);
    • 1.1.9 “Services” means the Services provided by the Company under the Terms.
    • 1.1.10 “Subprocessor” means any person appointed by or on behalf of Processor to process Personal Data on behalf of the Client in connection with the Agreement.
  • 1.2 The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Client Personal Data

  • 2.1 The Processor shall:
    • 2.1.1 comply with all applicable Data Protection Laws in the Processing of Client Personal Data; and
    • 2.1.2 not Process Client Personal Data other than on the relevant Client’s documented instructions;
    • 2.1.3 only Process Personal Data to the extent necessary to comply with its obligations under the Terms save to the extent required by EU law or a member state of the European Union in which case the Company will to the extent permitted by that law inform the Client
  • 2.2 The Client instructs Processor to process Client Personal Data.
  • 2.3 The Personal Data that may be processed is set out in the Terms.

3. Processor Personnel

  • 3.1 Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Client Personal Data, ensuring in each case that access is strictly limited to those individuals who need to know / access the relevant Client Personal Data, as strictly necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor, ensuring that all such individuals are subject to confidentiality undertakings or professional or statutory obligations of confidentiality.

4. Security

  • 4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Processor shall in relation to the Client Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.
  • 4.2 In assessing the appropriate level of security, Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

  • 5.1 The Client hereby permits the sub-processing of Personal Data by subprocessors, provided that such subprocessor is subject to contractual terms not materially less onerous than those set out in the Terms and otherwise in compliance with applicable Data Protection Laws. A list of subprocessors is available upon request to privacy@taxually.com

6. Data Subject Rights

  • 6.1 Taking into account the nature of the Processing, Processor shall assist the Company by implementing appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws.
  • 6.2 Processor shall:
    • 6.2.1 promptly notify Client if it receives a request from a Data Subject under any Data Protection Law in respect of Client Personal Data; and
    • 6.2.2 ensure that it does not respond to that request except on the documented instructions of Client or as required by Applicable Laws to which the Processor is subject, in which case Processor shall to the extent permitted by Applicable Laws inform Client of that legal requirement before the Contracted Processor responds to the request.

7. Personal Data Breach

  • 7.1 Processor shall notify Client without undue delay upon Processor becoming aware of a Personal Data Breach affecting Client Personal Data, providing Client with sufficient information to allow the Client to meet any obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.
  • 7.2 Processor shall co-operate with the Client and take reasonable commercial steps as are directed by Client to assist in the investigation, mitigation and remediation of each such Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

  • 8.1 Processor shall provide reasonable assistance to the Client with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Client reasonably considers to be required by article 35 or 36 of the GDPR or equivalent provisions of any other Data Protection Law, in each case solely in relation to Processing of Client Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Deletion or return of Client Personal Data

  • 9.1 Subject to this section 9, Processor shall promptly and in any event within 10 business days of the date of cessation of any Services involving the Processing of Client Personal Data (the “Cessation Date”), delete and procure the deletion of all copies of those Client Personal Data.
  • 9.2 Processor shall provide written certification to Client that it has fully complied with this section 9 within 10 business days of the Cessation Date.

10. Audit rights

  • 10.1 Subject to this section 10, Processor shall make available to the Client on request (but not more than once per year) all information necessary to demonstrate compliance with this Agreement, and shall allow for and contribute to audits, including inspections, by the Client or an auditor mandated by the Client in relation to the Processing of the Client Personal Data by the Contracted Processors.
  • 10.2 Information and audit rights of the Client only arise under section 10.1 to the extent that the Agreement does not otherwise give them information and audit rights meeting the relevant requirements of Data Protection Law.

11. Data Transfer

  • 11.1 The Processor shall not Process the Company Personal Data nor permit any Subprocessor to Process the Company Personal Data in a Restricted Country, other than in respect of those recipients in Restricted Countries (if any), unless authorised in writing by the Company in advance via an amendment to this Addendum.
  • 11.2 If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. To achieve this, the Parties shall, unless agreed otherwise, rely on EU approved standard contractual clauses for the transfer of personal data attached hereto by reference (https://ec.europa.eu/info/law/law-topic/data-protection/international-dimension-data-protection/standard-contractual-clauses-scc_en).

12. Company as Data Controller

  • 12.1 In circumstances where the Company is considered a Data Controller, it will use the Client Personal Data in a manner and for the purposes set out in its privacy policy available at taxually.com/privacy.

13. Company as Data Controller

  • 13.1 The Client shall comply with all of its obligations under the applicable Data Protection Laws in relation to the Processing of Personal Data.
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