Terms and Conditions
A. CONFIDENTIALITY
i. The Parties shall hold in confidence all information of whatever nature, which has been or may be obtained by either of the Parties from the other, whether in writing or in electronic form or pursuant to discussions between the Parties, or which can be obtained by examination, testing, visual inspections or analysis, including, without limitation, scientific business or financial data, know-how, formulae, processes, sample reports, customer lists, price lists, findings, computer software, inventions or ideas, analyses, concepts, personal information, personal identity documents and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this clause (“Confidential Information”). Neither Party shall divulge the Confidential Information of the other Party to any person, including any of its employees, save for employees directly involved with the execution of this Agreement.
ii. The Parties shall prevent disclosure of the Confidential information, by the use of reasonable means which are at least as stringent as those used to protect the Party’s own Confidential Information, except as may be required by law.
iii. Within six (6) months after the termination of this Agreement, for whatever reason, the recipient of Confidential Information shall return same or at the discretion of the original owner thereof, destroy such Confidential Information, and shall not retain copies, samples or excerpts thereof, other than for legal, audit and/or archival purposes.
iv. It is recorded that the following information will for the purpose of this Agreement, not be considered to be Confidential Information:
a. Information known to either of the Parties prior to the date that it was received from the other Party;
b. Information known to the public or generally available to the public prior to the date that it was disclosed by either of the Parties to the other;
c. Information which becomes known to the public or becomes generally available to the public subsequent to the date that it was disclosed by either of the Parties to the other, through no act or failure to act on the party of the recipient of such information; or
d. Information which either of the Parties, in writing, authorises the other to disclose.
B. THE COMPANY’S OBLIGATIONS
i. The Company warrants that all documentation and/or information which it provides to VAT IT is, to the best of its knowledge, complete, unedited and both true and correct. The Company warrants that it will not withhold any documentation and/or information necessary for VAT IT to provide the Services in terms of this Agreement.
ii. The Company undertakes to:
a. Provide VAT IT with a complete set of documents, information and/or any other data as required by the relevant VAT and/or tax authority and/or VAT IT for the purposes of enabling VAT IT to submit and successfully perform the Services. The complete set of documents must be submitted to VAT IT within sixty (60) days from the Effective Date, or such other time period as may be communicated to the Company by VAT IT;
b. Provide VAT IT with all the necessary documentation and/or information required by the relevant VAT and/or tax authority to enable VAT IT to prepare and submit the Company’s VAT Return timeously. The Company undertakes to provide VAT IT with the required information at least ten (10) Business Days (defined below) prior to the deadline date for the filing of VAT and other statutory returns, unless otherwise agreed with VAT IT in writing;
c. Make all payments due to the relevant VAT and/or tax authority and/or VAT IT within the time periods enforced by said VAT and/or tax authority and/or VAT IT;
d. Where the Company requests Services in France, Italy and/or Spain and the Company is not established within the European Union then, payment of the Company’s VAT liability and/or penalty must originate from a VAT IT bank account. In this instance, the Company must make payment to VAT IT within five (5) Business Days of receipt of written request for payment by VAT IT, unless otherwise agreed with VAT IT in writing. The Company must ensure that the payment is correctly referenced and easily identifiable to VAT IT; and
e. Ensure that it takes all reasonable steps to keep a record of and adhere to all mandatory deadlines imposed by VAT IT and/or the relevant VAT and/or tax authority.
C. VAT IT’S OBLGATIONS
i. VAT IT undertakes to:
a. By itself or through a third party appointed by VAT IT in certain jurisdictions (as may be required) (“Third Party”) provide the Services to the Company; and/or act as either (i) the Company’s local VAT agent, where required by law, for the purposes of the Company’s obligations arising in relation to the submission of VAT Returns, and those obligations necessary for the timeous payment of VAT amounts due (“Tax Agent”) or (ii) as a tax registered company acting as the local VAT representative on behalf of the Company, where required by law, for the purposes of the Company’s obligations arising in relation to the submission of VAT Returns, and those obligations necessary for the timeous payment of VAT amounts due (“Fiscal Representative”) as and when required in terms of this Agreement and/or any relevant legislation;
b. Provide the Services as set out in this Agreement with due care and skill and within the time frame stipulated by the relevant VAT and/or tax authority;
c. Subject to clause B(ii)(d) above, submit the Company’s VAT Return and timeously make the corresponding payment on behalf of the Company to the relevant VAT and/or tax authority upon receipt of payment by the Company;
d. Submit the Company’s VAT Return and/or statutory reports provided that (i) where required, the Company provides proof of payment of its VAT liability due to a relevant VAT and/or tax authority and/or VAT IT; or (ii) it is determined by VAT IT that the Company is required to file a VAT Return where there is no taxable transaction to be declared by the Company in a specified VAT period (“Nil VAT Return”). Where a VAT lability is payable by the Company, VAT IT will not file the said VAT Return until it receives such proof of payment from the Company. VAT IT will not be liable for any penalties and/or other charges and/or any damages that directly arise as a result of the late or unfiled VAT Return. If any VAT liability is due by the Company, VAT IT shall provide the Company with reasonable notice thereof to enable the Company to timeously settle such VAT liability prior to the deadline for submission of the VAT Return; and/or
e. In circumstances where the Company does not meet the deadline imposed in clause B(ii)(b) above, endeavour to use reasonable and commercial efforts to provide the Submission Services to the Company however, in these circumstances, VAT IT cannot ensure the timeous provision of the Submission Services and therefore shall not be held liable for any penalties and/or late filing fees that stem therefrom.
D. MATTERS RELATING TO MISSING TRADER
i. In the event that VAT IT requests the Company to provide, inter alia, documents, information, reports and/or any other information required for VAT IT to prepare and calculate the VAT Returns, and the Company fails to respond within thirty (30) Business Days of such request (“Missing Trader”), VAT IT will be entitled to terminate its mandate with the Missing Trader within 5 (five) Business Days written notice.
ii. VAT IT cannot be held liable for the information not being provided to it and therefore being precluded from submitting the VAT Returns timeously.
iii. The Missing Trader has no claim for damages against VAT IT for non-performance in terms of this Agreement.
E. INVOICING AND PAYMENT
i. The costs mentioned in clause 2 of the Agreement, together with any costs which stem from the provision of the Services, including but not limited to, the authentication of documents, disbursements, bank charges and/or currency charges (“Additional Costs”) incurred by VAT IT and/or the Company in the provision of the Services, shall be for the Company’s account in addition to the fees mentioned above.
ii. The aforementioned fees and Additional Costs are exclusive of taxes. The Company undertakes to pay VAT IT, in addition to the aforementioned fees and Additional Costs, all taxes and duties (including withholding taxes, VAT, Goods and Services Tax or any other equivalent indirect tax applied and/or any other taxes, to the exclusion of income taxes), as and where may be applicable, imposed on VAT IT. The aforementioned fees shall be subject to annual review and upon written notice to the Company, reasonable adjustment from the beginning of each Renewal Period.
iii. VAT IT shall issue invoices (together “the Invoices”) in the following manner:
a. Registration Service:
Immediately upon execution of this Agreement.
b. Submission Service:
In advance on the first (1st) day of every month.
c. Historic VAT Return Service:
Half of the amount to be invoiced upon execution of the Agreement and thereafter the outstanding amount upon completion of the historic VAT work.
d. Special Service:
Upon completion of the Special Service.
iv. The Invoices shall be issued in the currency set out in Schedule A to this Agreement. Duly submitted and valid Invoices shall be due and payable by the Company within fourteen (14) Business Days of the date of the Invoices. Any Invoice/s, issued under the terms above, must be paid in cleared funds in full into the provided bank account of VAT IT. Without prejudice to VAT IT’s other rights or remedies, in the event that the Invoices remain unpaid for more than thirty (30) days after the presentation thereof, interest will be payable in addition and charged on a monthly basis at a rate of five percent (5%) above the Bank of England base interest rate until full payment in cleared funds is received by VAT IT.
v. In the event that VAT IT determines that the Company requires services not listed herein, VAT IT shall provide a quotation for the scope of additional work in writing. All additional fees and services to be rendered must be confirmed in writing by the Company prior to commencement of work and such an undertaking will be treated as an addendum to this Agreement. The payment terms for the additional work shall be subject to the same terms of this Agreement.
F. TERMINATION
i. This Agreement may not be terminated during the Initial Period unless mutually agreed by the Parties in writing. In the event that the Parties agree to the early termination, VAT IT shall remain entitled to payment of the amounts due, owing and payable to VAT IT, as set out in Schedule A, within fourteen (14) days of the mutually agreed to termination date.
ii. VAT IT shall have the right to make reasonable amendments to this Agreement prior to any Renewal Period subject to written notice being given to the Company. During a Renewal Period, either Party may terminate this Agreement on the provision of ninety (90) days’ written notice to the other Party.
iii. Either Party may terminate this Agreement with immediate effect, at any time if:
a. The other Party commits a material breach of this Agreement which is irremediable or which (if remediable) is not remedied within fourteen (14) days (other than a Saturday or Sunday) on which the banks are ordinarily open for business in the United Kingdom (“Business Days”) of receiving written notification of such breach; or
b. The other Party becomes or is deemed insolvent, has a receiver, administrator or manager appointed to the whole or any part of the Company, makes any composition or arrangement with its creditors or an order or resolution is made for the Company’s dissolution or liquidations (other than for the purposes of solvent amalgamation or reconstruction), or takes or suffers any similar or analogous procedure, action or event in consequence of debt in any jurisdiction.
iv. In the event that the Company terminates the Agreement prior to the completion of any Special Service/s by VAT IT, VAT IT shall be entitled to finalise any Special Service/s that it had commenced working on, as at the date of termination. Notwithstanding the completion of the Special Service/s, VAT IT shall be entitled to its fee in relation thereto.
v. In addition, VAT IT shall be entitled to charge the Company for all fees accrued, as at the date of termination, in relation to any and all such Services performed by VAT IT.
G. LIABILITY
i. The Company shall indemnify and hold VAT IT and any of its affiliates harmless against any costs, claims, penalties and/or charges by any relevant authority arising out of or in connection with the provision of Services provided to it by VAT IT as a result of:
a. Any documentation and/or information which the Company provides to VAT IT, which is untrue, inaccurate, modified, out of date, incomplete or otherwise incorrect;
b. The Company’s VAT erroneously being declared or underpaid or any negligent, misleading, fraudulent or dishonest acts or omissions by the Company or any activity that constitutes tax avoidance or evasion;
c. Any breach of this Agreement by the Company;
d. The Company’s incorrect application and/or implementation of applicable VAT rules and/ legislation; and/or
e. The occurrence of a force majeure event.
ii. Where VAT IT acts negligently in the preparation and/or submission of a VAT Return, which results in a late filing, VAT IT shall be held liable for any late penalties or interest payments which stem directly therefrom and will not charge the Company for any extra time required to make amendments and/or corrections to the VAT Return.
iii. In the event that the Company provides the required accurate data within the time periods set out in clause B(ii)(b), in the correct format for efficient submission by VAT IT; and VAT IT fails to file the VAT Return and/or any other statutory report before the requisite deadline, VAT IT shall be held liable for any late penalties or interest payable which emanate directly therefrom.
iv. Where any component of the Services is provided by VAT IT through a Third Party, VAT IT shall ensure that such Third Party complies with the terms and conditions herein. VAT IT shall remain responsible and liable to the Company for all Services performed by any Third Party and for payment to the Third Party for any services rendered in terms of this Agreement.
v. Notwithstanding anything to the contrary contained in this Agreement, VAT IT’s entire liability to the Company whether in contract, tort (including negligence) in respect of claims arising under this Agreement in any twelve (12) month period shall not exceed the lesser of the total amount of fees set out in Schedule A of this Agreement and ten thousand pounds (£10,000.00).
H. WARRANTIES
i. VAT IT warrants for the duration of this Agreement:
a. The Services shall be carried out in a professional workman like manner; and
b. It will adhere, as far as reasonably practicable, to all time period limitations imposed by the relevant VAT and/or tax authority.
ii. The warranties set out in clause H(i) above shall not apply in the event that:
a. The breach of warranty is a result of force majeure event; and/or
b. Any data provided to VAT IT by the Company is inaccurate, not up to date and/or falsely amended in any manner other than as required by law or industry practice.
iii. VAT IT, in the provision of Services shall solely rely upon the accuracy of written statements and information given to it by the Company together with the applicable prevailing legislation at the time of providing the Services.
I. INTELLECTUAL PROPERTY RIGHTS
i. Each Party shall retain the Intellectual Property Rights owned by them and nothing in this Agreement shall grant either Party any Intellectual Property Rights owned by the other Party. “Intellectual Property Rights” shall mean all present and future rights of any kind whatsoever and however embodied which may subsist or be capable of protection wherever in the world, including without limitation patents, trademarks, present and future rights of copyright in and to inventions, topography rights, rights in and to trade secrets, rights in and to trade names, business names, domain names and logos, rights in and to know-how, rights in and to databases (including rights of extraction), and all rights and forms of protection of a similar nature or having equivalent effect to any of them which may subsist or be capable of protection as at the Effective Date or thereafter wheresoever in the world, whether or not any of these are registered and including applications for any such rights or registration thereof and any goodwill related to or arising from such rights.
J. MISCELLANEOUS
i. It is agreed and acknowledged by the Company that the provision of the Services rendered by VAT IT is conditional upon the Company’s continued compliance with its information, payment and/or any other obligations under this Agreement.
ii. By entering into this Agreement, the Parties confirm that they have not been involved in nor participated in and will not be involved nor participate at any time in any tax avoidance or evasion relating to VAT or any other taxation matters. For the avoidance of doubt, the Company remains at all material times, responsible for any and all VAT related affairs. VAT IT cannot be held liable for the Company’s failure to ensure compliance with this clause.
iii. It is agreed and acknowledged by the Company that the provision of Services rendered by VAT IT is conditional upon:
a. The Company and/or affiliate’s continued compliance with its information, payment and/or any other obligations under this Agreement; and
b. The Company and/or affiliate successfully passing VAT IT’s (i) due diligence and onboarding procedures (ii) “know your client” and compliance checks and (iii) any sanctions check run by VAT IT (collectively referred to as “Check/s”). The initial Check shall be carried out within in thirty (30) days from the Effective Date. In addition to the initial Check, VAT IT is entitled to perform Checks at any time during the term of this Agreement as it deems necessary. In the event that the Company and/or affiliate fails any Check, VAT IT shall be entitled to cancel the Agreement immediately upon written notice to the Company and may withdraw its representation on behalf and suspend Services of the Company and/or affiliate at its earliest convenience. VAT IT shall not be liable to the Company and/or affiliate for any damages caused as a result of termination of this Agreement in accordance with this clause.
iv. This Agreement constitutes the entire Agreement concluded between the Parties and this Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the Parties prior to or simultaneously with this Agreement and constitutes the entire understanding between them. Except as otherwise provided in this Agreement, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of both Parties. Neither Party has relied upon any statement, representation or warranty of any person other than as expressly set out in this Agreement but nothing in this Agreement shall limit or exclude either Party’s liability for fraud.
v. This Agreement shall be governed by and construed in accordance with the Law of England and Wales and the parties submit to the non-exclusive jurisdiction of the Courts of England and Wales.
vi. In the event that this Agreement is executed in in English and any other language, the English version shall prevail.
