The Service as described herein are provided by TaxModel International (statutory name: TaxModel In-House B.V.) – a company incorporated under the laws of the Netherlands, having its principal place of business at Stationsplein 12, 5211 AP, ‘s-Hertogenbosch (“TaxModel“). “Subscriber” or “You” shall mean any third party signed up for the Service by means of an Order Form. 

By signing up for or otherwise using the Service (as defined in clause 1), including any and all associated services, features, functionalities, content and user interfaces, You agree to the terms and conditions as stated herein (“Terms of Use“), including all of the Addenda thereto, and the Privacy Policy. The Terms of Use govern your rights and obligations regarding the use of the Services and constitutes a binding agreement between You and TaxModel; therefore, it is recommended that You carefully read these Terms of Use. If You do not agree to these Terms of Use or any part thereof, then You are prohibited and must refrain from using the Services. 

1. Definitions

1.1. “Intellectual Property Rights” means any and all intellectual property rights throughout the world, including, without limitation, any and all patents, copyrights, trademarks, trade secret rights, inventions, and any and all similar or equivalent rights throughout the world. 

1.2. “Service” shall mean the technology driven tax accounting service provided by TaxModel, as further described under 2. 

1.3. “Subscriber Data” shall mean any and all content, data or information, including Personal Data (as defined in the Data Processing Agreement) as well as, but not limited to, software, user interface designs, class libraries, graphics, images, audio files, text, objects and documentation, that is uploaded by Subscriber for use in the Service or processed by TaxModel for the provision of the Service. 

1.4. “Output” means any output response generated by the Service, including but not limited to reports, diagrams, pictures, graphs, charts, etc. generated through Subscriber‘s use and operation of the Service and based on the Subscriber Data uploaded by Subscriber, however excluding the TaxModel Proprietary Materials provided by TaxModel through the Service. 

2. Service Description 

Provision of support in respect of (IFRS / IAS12 based) tax reporting and provision related workstreams, to entities including the Company affiliates. 

3. Fees, Invoicing and Payment

3.1. The fee for the Tax Accounting Service is set forth in the TaxModel Order Form and shall be invoiced and paid monthly. Subscriber shall pay all amounts within 30 days of invoice date. 

3.2. All prices charged for the Service are stated (and payments made) in EUROS. All amounts payable are exclusive of value added tax (“VAT”) or analogous taxes (if any), which Subscriber shall pay at the rate applicable thereto from time to time. TaxModel will provide Subscriber with a valid VAT invoice (applicable in the country of supply). 

3.3. Subscriber shall pay to TaxModel all amounts due without any deductions, except for recoverable withholding taxes. If Subscriber is obliged to make deductions by law, Subscriber shall reimburse TaxModel for any such amounts, except for recoverable withholding taxes. In no event shall Subscriber be obligated to reimburse or compensate for any tax paid on the income of TaxModel or paid for TaxModel‘s privilege of doing business. 

3.4. If any undisputed payments are not received from Subscriber by the due date, then such charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date TaxModel receives such payment. 

3.5. If any undisputed payments are not received from Subscriber by the due date, then in addition to any other remedies available to TaxModel, TaxModel may suspend any further provision of Services until all overdue payments are received from Subscriber. 

4. Term and Termination of the Agreement

4.1. The term of the Agreement between You and TaxModel will commence on the date the Order Form is signed (“Effective Date“) and will continue for the term as chosen in the Order Form. The Agreement shall be renewed automatically for successive one (1) year terms unless (i) terminated by either Party with written notice to the other Party no less than ninety (90) days prior to the anniversary date of the Agreement or (ii) otherwise terminated earlier in accordance with the provisions of these Terms of Use. 

4.2. TaxModel may terminate the Agreement with immediate effect by written notice to Subscriber upon the occurrence of any of the following events; (a) any petition in bankruptcy or any petition for similar relief is filed against Subscriber; (b) a receiver is appointed for Subscriber or any material portion of the property of Subscriber; (c) Subscriber makes an assignment for the benefit of creditors; (d) Subscriber admits in writing its inability to meet its debts as they become due; (e) Subscriber fails to substantially comply with any material term or condition contained herein and such party fails to correct such lack of compliance within thirty (30) days after receipt of a written notice of such failure by the non-defaulting party. 

4.3. Notwithstanding Clause 5.2, if the material breach is a default in payment of any sum due hereunder and Subscriber fails to cure such default within thirty (30) days after notice thereof, then TaxModel shall have the right to do any or all of the following: (a) declare the Agreement to be in default whereupon, to the extent permitted by law, all amounts payable under the Agreement for the entire term as chosen in the Order Form shall become immediately due and payable; (b) suspend the Service; (c) proceed by court action to enforce performance and/or recover damages; and/or (d) terminate the Agreement. 

4.4. Upon termination, TaxModel shall immediately discontinue the provision of the Services and all sums due shall be paid immediately by Subscriber. Unless retention is required by applicable law, TaxModel shall destroy all Confidential Information of Subscriber and any Subscriber Data in its possession. 

4.5. The provisions of Clauses 3, 4, 5, 6, 8, 9 , any accrued payment obligations, and any other provisions that are intended to survive the expiration or termination of the Agreement will survive and continue in effect and will bind the parties and their permitted successors and assigns. 

5. Proprietary Rights

5.1. TaxModel and its licensors retain any and all right, title and interest in and to the Service, including any software, object modules, source code, flow charts, formula engine, layout and structure of the Service, any content therein, and any developments, customizations, modifications, enhancements, updates, translations, localizations, or other derivative works thereof (collectively, the “Proprietary Materials“). Except for the right of use expressly granted herein, these Terms of Use grant no express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other Intellectual Property Right of TAXMODEL. Subscriber receives no rights to and will not, except as expressly permitted herein, sell, assign, lease, market, transfer, encumber or suffer to exist any lien or security interest in the Proprietary Materials, nor will Subscriber take any action that would cause any Proprietary Materials to be placed in the public domain. Subscriber will not remove or destroy and will take commercially reasonable steps to prevent the removal or destruction of, any TAXMODEL or third-party copyright, trade secret or other proprietary rights notice from any Proprietary Material. 

5.2. Subscriber retains any and all right, title and interest in and to the Subscriber Data and Output. Except for the limited right of use by TAXMODEL in relation to the provision of the Service, the Agreement grants no license, right or interest in any copyright, patent, trade secret, trademark, logo, invention or other intellectual property right with respect to the Subscriber Data or Output. 

5.3. Subscriber may from time to time provide suggestions, comments or other feedback (“Feedback“) to TaxModel with respect to the Services, TaxModel Proprietary Materials, and/or the model or way the Output is presented. All Feedback is and shall be given entirely voluntarily. Feedback, even if designated as confidential, shall not, absent a separate written agreement, create any confidentiality obligation for TaxModel. TaxModel is and shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise. 

6. Warranty and Representations 

6.1. TaxModel represents, warrants and covenants during the Term of the Agreement that; (a) it is a legal entity duly organized and validly existing under the laws of jurisdiction in which it is registered or in which its principal office is located, as the case may be; (b) it has the corporate authority to enter into the Agreement; (c) the Agreement to which it is a party is legal, valid and binding on it, and is enforceable in accordance with the terms hereof or thereof; (d) TaxModel and the Service comply with all applicable governmental laws, statutes, ordinances, administrative orders, rules and regulations; (e) the Service will conform in all material respects to all specifications and descriptions set forth in Clause 2 of these Terms of Use; (f) the Services performed by TaxModel will be performed in a good, professional and workmanlike manner, and (f) the Proprietary Materials do not and will not infringe or otherwise violate any statutory, common law or Intellectual Property Rights of any third party. 

6.2. Subscriber represents and warrants that; (a) it is a legal entity duly organized and validly existing under the laws of jurisdiction in which it is registered or in which its principal office is located, as the case may be; (b) it has the corporate authority to enter into the Agreement; (c) the Agreement to which it is a party is legal, valid and binding on it, and is enforceable in accordance with the terms hereof or thereof; and (d) the individual signing the Order Form on its behalf has the power and authority to enter into the Agreement; (e) Subscriber‘s use of the Service comply and will continue to comply with all applicable laws and regulations and the terms of the Agreement and (f) the Subscriber Data shall not infringe or otherwise violate any statutory, common law or any Intellectual Property Rights of any third party. 

7. Processing of Personal Data, Confidentiality and Security

7.1. TaxModel and Subscriber shall each strictly comply with the applicable laws and regulations regarding processing of Personal Data, including the General Data Protection Regulation (2016/679/EU hereinafter referred to as: “GDPR“). With regard to the processing of Personal Data processed in the Service, Subscriber will act as data controller and TaxModel as data processor in accordance with the GDPR. The Data Processing Agreement as set out in Section 6 stipulates the subject-matter, the duration, the nature and purpose of the processing, the type of personal data and categories of data subjects and the obligations and rights of each party. In the event of any conflict or inconsistency between the Data Processing Agreement and this Terms of Use, the terms and provisions of the Data Processing Agreement shall prevail. 

7.2. All Confidential Information exchanged between the parties pursuant to the Agreement: (a) shall not be copied or distributed, disclosed, or disseminated in any way or form by the receiving party to anyone except its own employees, who have need-to-know for the performance of the Agreement; (b) shall be treated by the receiving party with the same degree of care to avoid disclosure to any third party as is used with respect to the receiving party‘s own confidential information, but with no less than reasonable care; (c) shall not be used by the receiving party for its own purposes or any other purpose except as set forth in the Agreement; and (d) shall remain the property of and be returned to the disclosing party (along with all copies thereof) within ten (10) business days of receipt by the receiving party of a written request from the disclosing party setting forth the Confidential Information to be returned or upon expiration or termination of the Agreement. 

7.3. The restrictive obligations as set forth in Clause 6.2 above shall not apply to the disclosure or use of any Confidential Information which (a) is or hereafter becomes public knowledge through no fault of the receiving party; (b) is known by the receiving party on the date of disclosure and is not subject to any restriction on disclosure, as evidenced in documentary form; (c) is disclosed to the receiving party by a third party who is not subject to any restriction on disclosure by the disclosing party; (d) the receiving party can demonstrate was developed by it independently without benefit of, or based on, the disclosures made hereunder, or (e) is disclosed pursuant to a requirement of law, order of a court of competent jurisdiction, or regulatory or government authority, provided that the receiving party shall inform the disclosing party forthwith of such requirement or order in order to enable the Disclosing party to take protective action. 

7.4. Taking into account the state of the art and the costs of implementation, TaxModel shall ensure to maintain appropriate technical, physical and organizational measures and security practices and controls commensurate with the sensitivity of the Subscriber Data, Output and Personal Data to be used and processed by TaxModel in the Service, to prevent unauthorized or unlawful processing, acquisition, access, or accidental loss, destruction, alteration or damage to Subscriber Data and Personal Data. The currently implement security measures are further set out in TaxModel‘s Information Security Management System Policy (ISMS Policy). 

7.5. In the event a Security Event (defined herein below) occurs, the Subscriber Data or Personal Data is disabled, lost, corrupted, destroyed, disclosed or otherwise compromised, TaxModel shall notify Subscriber as soon as possible under the circumstance, and in any event, within two (2) days of discovery. Such notice shall summarize, in reasonable detail, to the best of TaxModel‘s knowledge at the time of the notice: (i) the timing and nature of the Security Event; (ii) the potential impact of such Security Event on Subscriber and any data subjects; and (iii) the corrective action taken or proposed to be taken by TaxModel. “Security Event” means any incident that involves, or which TaxModel reasonably believes may involve: (i) the possible breach of TaxModel Information Security Policy; or (ii) any unauthorized and/or unlawful processing or loss of Subscriber‘s Data or Personal Data. 

8. Disclaimer and Limitation of Liability

8.1. TAXMODEL WILL USE REASONABLE SKILL AND CARE IN PROVIDING THE SERVICE TO SUBSCRIBER BUT DOES NOT GUARANTEE THAT THE SERVICE WILL ALWAYS BE OPERATIONAL, FUNCTION WITHOUT ERRORS, DISRUPTIONS, DELAYS, OR IMPERFECTIONS. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND FREEDOM FROM COMPUTER VIRUS OR OTHER HARMFUL CODE. TAXMODEL DOES NOT WARRANT THAT ANY INFORMATION IS ACCURATE, COMPLETE, OR USEFUL. TAXMODEL DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE USE OF THE SERVICE, ITS FEATURES AND INTERFACES BY SUBSCRIBER. TAXMODEL IS NOT RESPONSIBLE FOR ANY (FAILURE OF) CONNECTIONS OR TELECOMMUNICATION SERVICES NEEDED TO ACCESS THE SERVICES. 

8.2. EXCEPT IN THE EVENT OF WILFUL MISCONDUCT BY TAXMODEL AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TAXMODEL OR TAXMODEL INDEMNIFIED PARTIES (DEFINED IN CLAUSE 10) BE LIABLE TO SUBSCRIBER, OR ANY THIRD PARTY FOR DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES  OR OTHER ECONOMIC HARDSHIP ARISING FROM OR RELATED IN ANY WAY TO THE AGREEMENT AND THE USE OF THE SERVICE, INCLUDING BREACH OF WARRANTY, BREACH OF CONTACT, NEGLIGENCE, OR OTHER LEGAL BASIS OF CLAIM, WHETER IN TORT OR CONTRACT (EVEN IF TAXMODEL IS AWARE OF THE LIKELIHOOD OF SUCH DAMAGES OCCURING), INCLUDING LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME, LOSS OF DATA OR DAMAGE TO OR REPLACEMENT OF DATA OR ANY REASON WHATSOEVER. NEITHER TAXMODEL NOR ANY OF THE TAXMODEL IMDEMNIFIED PARTIES SHALL BE RESPONSIBLE FOR ANY LOSSES OR DAMAGES RESULTING FROM THE USE OF OR INABILITY TO USE THE SERVICE. 

8.3 IN THE EVENT TAXMODEL IS FOUND LIABLE FOR ANY DAMAGES, FOR ANY REASON WHATSOEVER HEREUNDER, THE PARTIES HEREBY EXPRESSLY AGREE THAT THE LIMIT OF TAXMODEL‘S LIABILITY FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID UNDER THE AGREEMENT BETWEEN SUBSCRIBER AND TAXMODEL IN THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM. 

8.4 Subscriber understands and agrees that the remedies provided herein are exclusive and allocate risk of nonconformity of the Service between the parties to the extent authorized by applicable law. No action, regardless of form, arising out of the transactions in relation to the Agreement may be brought by either party more than one (1) years after the cause of action first arises. 

9. Indemnification

9.1. Subscriber hereby agrees, to the maximum extent permitted under applicable law, to indemnify and hold harmless TaxModel, any of its licensors or suppliers, their representatives and their respective successors and permitted assigns (collectively, the “TAXMODEL Indemnified Parties“) from and against any losses, cost or damages of any TaxModel Indemnified Party arising out of or related to: (a) the use of the Service by the Subscriber; (b) breach of any representation or warranty by the Subscriber; (c) any Subscriber Data provided by Subscriber to TaxModel under the Agreement for use in the Service infringing the Intellectual Property Rights of a third party; or (d) any violation of or noncompliance with applicable law by the Subscriber. TaxModel shall (i) notify the Subscriber promptly in writing of any such claim or suit, (ii) make no admission relating to the infringement, (iii) allow Subscriber to conduct all negotiations and proceedings and give Subscriber all reasonable assistance in doing so. 

9.2. TaxModel agrees to indemnify and hold harmless Subscriber, its representatives and employees (collectively, the “Subscriber Indemnified Parties“) from and against any losses, cost or damages arising out of or related to any claim by a third-party that the Subscriber Indemnified Parties‘ authorized use of the Service infringes the Intellectual Property Rights of a third party. TaxModel‘s obligation to so indemnify the Subscriber Indemnified Parties is subject to and conditioned upon Subscriber: (a) notifying TaxModel in writing of any such claim in sufficient time to enable TaxModel to effectively defend any such claim, (b) giving TaxModel sole control of the defence and all related settlement negotiations, (c) having TaxModel expressly agree in advance and in writing to any payments or fees, and (d) giving TaxModel full information and assistance in the defence and all related settlement negotiations, provided further that Subscriber will not accept any settlement that assigns guilt or fault of any kind to Subscriber. In the event that it is reasonably determined by a court of competent jurisdiction that use of the Service or TaxModel App by Subscriber is restricted or prohibited by reason of such an infringement, TaxModel, at its option, may: (x) obtain for Subscriber the right to continue using the Service; or (y) modify the Service such that the Service (as modified) becomes non-infringing or (z) terminate the Agreement. TaxModel shall not be liable for any claim based on, arising out or relating to (a) developments, designs, specifications, modifications or enhancements originating with, or requested by Subscriber, (b) the modification of the Service by any person or entity other than TAXMODEL, (c) the use of the Service in an unauthorized manner or in a way that is not in accordance with applicable law or the terms of the Agreement or (d) any breach by Subscriber of this Terms of Use, including the breach of any representation or warranty or failure to perform. 

10. Miscellaneous

10.1. Changes to Terms of Use and Services 

TaxModel reserves the right to change these Terms of Use at any time. TaxModel will notify You when the Terms of Use have been modified. You are responsible for regularly reviewing these Terms of Use that are continuously put at your disposal through the Service. Continued use of Services following any such modifications shall constitute your acceptance of such changes. TaxModel reserve the right to make and have made any and all changes to the Service, its features, functionalities and/or the information provided therein, at our sole discretion, without notice to You. We reserve the right to, at our sole discretion, deny (temporary) access to the Service to anyone at any time. 

10.2. Force Majeure 

If by reason of labor disputes, strikes, lockouts, riots, war, inability to obtain labor or materials, earthquake, fire or other action of the elements, accidents, Internet service provider failures or delays, governmental restrictions, appropriations or other causes beyond the reasonable control of a party hereto (each, a “Force Majeure Event“), either party is unable to perform in whole or in part its obligations as set forth in these Terms of Use, excluding any obligations to make payments hereunder, then such party will be relieved of those obligations to the extent it is so unable to perform, and such inability to perform will not make such party liable to the other party. Neither party will be liable for any losses, injury, delay, or damages suffered or incurred by the other party due to a Force Majeure Event 

10.3. Notice 

All notices and other communications pertaining to the Agreement shall be in writing and shall be deemed to have been given by a party thereto as set forth below and shall either be (a) personally delivered; (b) sent via postage prepaid certified mail, return receipt requested; or (c) sent by nationally-recognized private express courier. Notices shall be deemed to have been given on the date of receipt if personally delivered, or two (2) days after deposit via certified mail or express courier. Either party may change its address for purposes hereof by written notice to the other in accordance with the provision of this Clause. Subscriber‘s address is as detailed by Subscriber on the TaxModel Order Form. 

TaxModel‘s address is as follows: 

TaxModel International
Attn.: Mr. Hank Moonen
Stationsplein 12
5211 AP ‘s-Hertogenbosch
The Netherlands 

10.4. Governing Law and Venue 

The Terms of Use, the Agreement and any dispute between TaxModel and Subscriber shall be construed, interpreted and enforced in accordance with the laws of the Netherlands. Subscriber irrevocably consents to the exclusive jurisdiction and venue of the court of ‘s-Hertogenbosch, the Netherlands. 

10.5. Assignment 

Subscriber may not assign any of its rights or delegate its obligations under the Agreement without the prior written consent of TaxModel, to which consent condition might apply. Any attempt to assign or transfer the Agreement or delegate any obligations hereunder other than in accordance with this Clause will be null and void. Subject to the foregoing, the Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns. 

10.6. Entire Agreement 

The Order form together with the Terms of Use and addenda thereto constitutes the entire Agreement of the Parties with respect to the subject matter and supersedes proposals, oral or written, all previous negotiations and all previous communications between the parties with respect thereto.No statement or representations made by either party has been relied upon by the other in agreeing to enter into the Agreement. 

10.7. Waiver 

Any waiver of any provision of the Agreement will be effective only if in writing and signed by duly authorized representatives of the party against which the waiver is to be construed regardless of the future behaviour or oral representations of such party. The failure by either party to enforce any provision of these Terms of Use will not constitute a waiver of future enforcement of that or any other provision. 

10.8. Publicity 

As of the Effective Date of the Agreement, TaxModel is entitled to publish a press release stating that TaxModel and Subscriber have entered into an agreement with regard to the provision of the Service. Subscriber agrees that the other Party may disclose the existence of the relationship to third parties and grants TaxModel permission to use its logo, provided that TaxModel complies with the guidelines regarding the use of such logo. Subscriber also grants TaxModel permission to use Subscriber as a reference for the Service and will provide TaxModel reasonable access to senior level personnel for such purpose. 

10.9. Severability 

If any provision or provisions of these Terms of Use shall be held invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect as if such invalid or unenforceable term had never been included. 

10.10. Headings 

Headings used in these Terms of Use are provided for convenience only and shall not be used to construe meaning or intent. 

Last modified: April 2021