Allgemeine Geschäftsbedingungen (Terms & Conditions)

Last updated: August 1, 2019

These Terms and Conditions („Terms“, „General Terms and Conditions“, “Terms of Service”) govern your relationship with hellotax (the „Software-as-a-Service“) operated by hellotax Global S.L. and the with hellotax Accountants (the “Fiscal Service”) operated by hellotax Accountants or any related or dominated, affiliated company (“Service Provider”,“us“, „we“, or „our“).

Contractual partners can only be entrepreneurs, a natural or legal person or a partnership with legal capacity that acts in the exercise of its commercial or independent professional activity when concluding a legal transaction.

Please read these Terms and Conditions carefully before using the Services, in particular the app http://app.hellotax.com or any related or supportive assistance (the „Service“)

Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.

By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

SECTION 1
CONTRACT CONCLUSION AND SUBSCRIPTION


The operator offers its users Saas services via the Internet in the area of business software in conjunction with assistance in tax matters in the area of VAT for e-commerce dealers. The object of the contract is the provision of the Operator’s software for use via the Internet and the storage of the User’s data (data hosting) as well as the collection, preparation and processing of transaction data for the registration of VAT in the member states of the European Union.

Some parts of the Service are billed on a subscription basis („Subscription(s)“). You will be billed in advance on a recurring and periodic basis („Billing Cycle“). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. Services that are provided outside of the subscription are also covered by these Terms & Conditions as Individual Services.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or hellotax Global S.L. cancels it. You may cancel your Subscription renewal by contacting hellotax Global S.L. customer support team.

A valid payment method, including credit card or SEPA direct debit, is required to process the payment for your Subscription. You shall provide hellotax Global S.L. with accurate and complete billing information in particular including company details, full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize hellotax Global S.L. to charge all Subscription fees incurred through your account to any such payment instruments. The billing entity may differ from the company for which we provide our services and for which we are authorised to represent.

Should automatic billing fail to occur for any reason, hellotax Global S.L. will issue an electronic invoice and will try, within a certain deadline date (30 days), to charge your primary payment, secondary or third payment method with the full payment corresponding to the billing amount as indicated on the invoice.

SECTION 2
PAYMENTS

One-off payments are settled on a consolidated basis at the time the invoice is created. One-off payments are in particular registration fees, pro rata service fees, translation or legal fees, fees for individual services and factually comparable payments.

Recurring payments are automatically collected from the deposited primary payment source on the 1st of each month. Recurring payments are in particular the monthly service fees. The first payment is initiated and collected in the last step of the checkout process.

SECTION 2.1
PAYMENT METHODS

The customer is obliged to deposit a valid payment method and observe its validity.

We use an external service provider for the administration of the billing processes. In connection with the processing of these processes, we do not store any personal data or financial data such as credit card numbers. Rather, all such information is shared directly with our third party Chargebee, whose use of your personal information is governed by its privacy policy, which can be viewed at https://www.chargebee.com/privacy/ . The service provider is classified as an EU-GDPR compliant, PCI DSS and ISO certified and SOC-1/SOC-2 compliant.

Credit Card

We use an external payment processor to process payments to us. In relation to the processing of such payments, we do not store any personal or financial information such as credit card numbers. However, all such information will be shared directly with our third party provider Stripe, whose use of your personal information is governed by its Privacy Policy, which can be found at https://stripe.com/us/privacy.

SEPA Direct Debit

We use GoCardless to process your Direct Debit payments. More information on how GoCardless processes your personal data and your data protection rights, including your right to object, is available at gocardless.com/legal/privacy/

SECTION 2.2
FEE CHANGES

hellotax Global S.L., in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

hellotax Global S.L. will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

SECTION 2.3
REFUNDS

Certain refund requests for Subscriptions may be considered by hellotax Global S.L. on a case-by-case basis and granted at the sole discretion of hellotax Global S.L..

SECTION 2.4
CREDIT AND COUPONS

non-refundable credit

Available credit, in particular from marketing activities or goodwill, can be offset against the services used. A disbursement is excluded.

refundable credit

The Customer may recharge his Customer Account with funds and use them for the provision of services. The Customer may request a one-off payment to reimburse the balance on his account.

Coupons


hellotax shall have the right to, in its case, provide promotional and/or discount coupons for its customers.

SECTION 2.5
DEFERRAL AND PROVISION FOR PAYMENTS

hellotax can postpone the required payment of an invoice until revoked. The customer must submit the request in advance to the customer service in an appropriate manner and will be informed about the granting of the deferral of the invoice. The invoice is then due on the agreed deferred date and is automatically collected via the customer’s primary payment method. The customer is obliged to deposit a valid and chargeable payment method for this purpose.

SECTION 2.6
DUNNING AND COLLECTION

Any delay in payment shall be subject to collection costs (including reasonable attorneys‘ fees) and shall bear interest at one and a half percent (1.5%) per month (pro rata for part periods) or at the maximum rate permitted by law, whichever is lower. If the Customer has established a direct debit, the Service Provider will not debit the account specified by the Customer before three (3) days have elapsed from the date of invoice. If the Customer is in arrears with the payment of fees for twenty (20) days or more, the Service Provider may suspend access to the Application and any related services. Complaints about invoices must be made in writing within thirty (30) days of the invoice date. Invoices will only be sent electronically to the email address stored and verified in the customer account.

After thirty (30) days, the claim plus an administration fee of five (5) percent of the claim, but at least €50 – fifty euros, and the interest accrued since the due date will be automatically forwarded to eCollect AG (Switzerland) or any other collection agency. All fees of the debt collection service provider incurred by us through the collection increase the total amount at the expense of the client collected by the partner company.

SECTION 3
INTELLECTUAL PROPERTY

The Service and its original content, features and functionality are and will remain the exclusive property of hellotax Global S.L. and its licensors. The Service is protected by copyright, trademark, and other laws of both the Spanish and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of hellotax Global S.L..

SECTION 4
LINKS TO OTHER WEBSITES

Our Service may contain links to third-party web sites or services that are not owned or controlled by hellotax Global S.L..

hellotax Global S.L. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. You further acknowledge and agree that hellotax Global S.L. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

SECTION 5
TERM & TERMINATION

We may terminate or suspend your account immediately, with suitable advance notice and without liability for any reason whatsoever, including, but not limited to, if you breach the Terms.

Upon termination, your right to use the Service will immediately cease and we will immediately cease the filing of VAT returns by our tax advisors. Consequences of (partial-) contract termination are in particular final filing in the canceled countries for the current billing period, software account retirement, archiving of tax documents.

Limited access to the basic functions of the software will continue to be provided after the termination of the Fiscal Service Agreement.

If you wish to cancel your account, please contact Customer Service.

monthly subscriptions

The contract has a minimum term of one (1) month and can be terminated with one week’s notice to the end of the month. Non-refundable setup fees according to the price/performance list may apply.

yearly subscriptions

The contract has a minimum duration of 1 year and is automatically renewed at the end of the contract period. The contract can only be terminated prematurely as a gesture of goodwill and by a mathematical, pro-rata downgrade to a monthly subscription. A regular cancellation is possible with one month’s (1) notice before the subscription expires.

SECTION 6
CONTRACT EXECUTION

The execution of the contract in accordance with these Terms & Conditions is the responsibility of the contracting parties HTG and HTA in equal parts. HTG shall be responsible for the delivery of the Software, the provision of joint customer services, the Tax Letter Inbox and HTA for the execution of all tax assistance and consulting services.

SECTION 7
LIMITATION OF LIABILITY

In no event shall hellotax Global S.L., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of a third party on the Service, including but not limited to data or documents provided through an integration or interface.; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

SECTION 8
INDEMNITY

hellotax releases the customer and defends it against third parties claims that the SaaS violates copyright laws during the SaaS term provided hellotax is promptly informed of such claim and receives information, adequate support and sole authority to defend or resolve such claim. Hellotax, at its sole discretion and expense, at its own discretion and expense, will: (i) grant the Customer the right to continue to use the SaaS, (ii) replace the SaaS, or to defend or settle claims related to any breach of Saas so that it does not become hurtful while offering essentially equivalent functionality; or (iii) if hellotax determines that the remedies referred to in (i) or (ii) are not economically viable, terminate the SaaS Term as the sole obligation.

hellotax is under no obligation to indemnify and hold the customer harmless to the extent that (i) the alleged infringement is based on infringing information, data, software, applications, services or programs created or provided by or on behalf of the customer; (ii) the alleged infringement is the result of a change by someone other than hellotax; or (iii) Customer uses the SaaS other than in accordance with these Terms and Conditions or any documentation provided by hellotax.

The customer exempts hellotax from any claims and defends them against the use of the software or services. (i) that any customer content, including the content provided by the customer for the preparation of VAT reports, infringes or violates the rights of third parties, including, but not limited to, publicity rights, data protection rights, intellectual property, trade secrets or licenses; or (ii) that is due to or in connection with the customer’s non-compliance with these terms and conditions.

SECTION 9
DOCUMENTATION OF SERVICE

hellotax shall keep track of its activities in a suitable manner, in particular through execution notes and filing process records.

The customer consents and hellotax is entitled, for the purpose of minimizing possible misunderstandings, to automatically record all telephone conversations that the customer has made with hellotax in the context of and in connection with tax consulting and to store these records for the duration of the service contract and the subsequent legal storage periods. hellotax takes all necessary measures to otherwise preserve the confidentiality of the spoken word. The customer can object to a recording of the telephone conversation at any time; however, telephone consultation is then no longer possible; in this case, the customer is requested to contact hellotax by e-mail.

The records serve in particular as evidence of the contents of the telephone conversations in the event of complaints or other disputes. In such cases, the retention period may be extended until the matter is finally resolved.

SECTION 10
INCORPORATION OF THE SCHEDULES

The Schedules and Annexes attached to this Agreement are incorporated herein and shall be considered a part of this Agreement for all purposes.

  • Agreements
    • Software-as-a-Service Agreement
    • Fiscal Services Agreement
    • Tax Letter Inbox
    • Data Hosting and Management
  • Schedules
    • SLA Customer Service: Freemium Clients
    • SLA Customer Service: Subscription Clients
    • Services & Fees

SECTION 11
CHANGE OF THE FRAMEWORK OF CONTRACT EXECUTION

Changes in the legal or technological environment in which the contract is performed do not constitute an extraordinary reason for termination or a basis for claiming reimbursement for services already paid for. The customer’s contractual payment obligations shall remain unaffected even after the change has occurred until revoked.

SECTION 12
WARRANTIES

Each party warrants that (i) it has the right and power to enter into these Terms and Conditions, and (ii) it will comply with any applicable laws and regulations pertaining to these Terms and Conditions.

hellotax guarantees that the provision of the SaaS and the associated services will be carried out professionally in accordance with recognized industry standards.

SECTION 13
DISCLAIMER

Your use of the Service is at your sole risk. The Service is provided on an „AS IS“ and „AS AVAILABLE“ basis. The Service is provided without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.

hellotax Global S.L. its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.

SECTION 14
FORCE MAJEURE

Apart from the client’s obligation to pay hellotax, neither party shall be liable for the non-performance of its obligations under these terms and conditions if prevented from doing so by one or more causes. beyond their control, including, but not limited to, force majeure, failure of suppliers to carry out, delays in official authorities, fires, floods, storms, epidemics or quarantine restrictions, earthquakes, riots or civil unrest, strikes, war and restrictions on government property or other property. Embargoes, weather conditions or failures of hellotax subcontractors or suppliers.

SECTION 15
GOVERNING LAW

These Terms shall be governed and construed in accordance with the laws of Spain, without regard to its conflict of law provisions. Alicante is agreed as the place of jurisdiction.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.

SECTION 16
CHANGES

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

In the case of exclusive announcement via e-mail, the new terms of use shall become effective at the time of which will be communicated to you in the e-mail and you have the right to amend the GTC within a period of one month. The customer is entitled to object to the amendment in writing within one month of receipt of the notification of amendment, otherwise the amended conditions will be accepted by the customer by agreement. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please do not continue using the Service and contact our customer service.

Changes to the supplementary schedules can be made without explicit notification, insofar as this is operationally necessary and not to the disadvantage of the customer. These changes take immediate effect and can be retrieved online in the history log.

Contact Us

If you have any questions about these Terms, please contact us via email at legal@hellotax.com.