Kauftax Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your use of the Kauftax platform and services ("Service"), operated by RespondMate (doing business as "Kauftax"), a company registered in the Netherlands (KVK 73598070) at Warten Midsbuorren 32, The Netherlands. These Terms form a binding agreement between RespondMate ("Company," "we," "us," or "our") and you, the user of the Service, on behalf of the business entity you represent ("you" or "Customer"). By accessing or using Kauftax, you confirm that you are acting in a business capacity and not as a consumer, as this Service is for business users only. If you do not agree to these Terms, you must not use the Service.

Incorporated Policies: Your use of Kauftax is also subject to our Privacy Policy and Data Processing Agreement ("DPA"). The Privacy Policy describes how we collect and use information, and the DPA governs our processing of personal data on your behalf in compliance with the EU General Data Protection Regulation (GDPR). The DPA is incorporated into and forms part of these Terms. In case of any conflict between these Terms and the DPA with respect to data protection matters, the DPA will prevail. By using the Service, you also agree to any additional guidelines or terms provided within the Service for specific features (which will form part of these Terms).

2. Eligibility and Account Registration

Business Use Only: Kauftax is a B2B (business-to-business) software platform intended solely for use by businesses, not individual consumers. By registering an account or using the Service, you represent and warrant that you are using the Service for purposes related to your trade, business, craft, or profession and not for personal consumer use. You further represent that you have the authority to bind the business or entity on whose behalf you are using the Service, and that entity agrees to these Terms.

Account Setup: To access the Service, you must create an account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. You are responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account. You must promptly notify us at support@kauftax.com of any unauthorized access or use of your account. We reserve the right to suspend or disable any account if we suspect unauthorized use or a breach of security.

Age and Capacity: You affirm that you (and any individual registering or using the Service on behalf of a Customer entity) are of legal age and otherwise competent to enter into these Terms. The Service is not intended for minors. If you do not meet these eligibility requirements, you must not use the Service.

3. Service Description and Access

About Kauftax: Kauftax is a Software-as-a-Service platform designed to help businesses manage invoices and tax-related data. The Service may include features such as uploading or importing customer invoices, retrieving transaction data from integrated marketplaces or financial systems, calculating tax obligations, and generating reports. All features and functionalities are provided for your internal business use to assist with tax compliance and accounting processes. Kauftax does not provide professional tax or financial advice; see Section 10 (Disclaimer of Warranties) below for important limitations of the Service.

Access and License: Subject to these Terms and timely payment of all fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Service solely for your internal business purposes. This license allows you and your authorized employees or agents ("Authorized Users") to use the Service and any documentation we provide, in accordance with these Terms. You shall not resell, lease, or provide access to the Service to any third party (except Authorized Users within your organization), and you shall not use the Service in a manner inconsistent with its intended purpose.

Service Modifications: We reserve the right to improve, enhance, or modify the Service at any time. We will endeavor to notify you of material changes, but we may add or remove functionalities or features without prior notice, as long as such changes do not materially reduce the core functionality of the Service. Your continued use of the Service after changes are implemented constitutes your acceptance of the changes. We also reserve the right to discontinue the Service or any portion thereof (on a temporary or permanent basis) with reasonable notice to you when practicable. In the unlikely event of a permanent discontinuation of the entire Service by us (not due to your breach), you may be entitled to a pro rata refund for any prepaid fees for the remaining subscription period, as described in Section 4.

4. Fees, Subscription Term, and Payment

Subscription Plans: Kauftax is offered on a subscription basis. When you sign up, you agree to the subscription plan and pricing as detailed on our website or in a separate order form. Subscription terms may be monthly, annual, or as otherwise agreed. Unless otherwise specified, subscriptions will automatically renew at the end of each term for an additional term of the same length, and you will be charged the applicable renewal fees, unless you cancel your subscription in accordance with the cancellation procedure below.

Fees and Payment: You agree to pay all fees due for your subscription and any other payable services (such as add-on features or usage-based fees) in the currency and payment schedule specified. Subscription fees are typically billed in advance (e.g. at the start of each billing period). All fees and charges are due and payable as indicated, and except as expressly provided in these Terms or required by law, all fees are non-cancellable and non-refundable. This means that if you cancel the Service or if we terminate the Service due to your breach, you will not be entitled to a refund of any prepaid amounts (except where required by applicable law). If you believe there is an error in billing, you must contact us in writing within 30 days of the invoice or charge date.

Payment Method: You must provide a valid payment method (such as a credit card or other accepted payment provider) and authorize us or our payment processor (e.g. Mollie) to charge your payment method for the subscription fees and any applicable taxes. If your payment method is provided through a third-party payment service, you may be subject to terms and conditions of that service; we are not responsible for that service's actions or errors. You remain responsible for any amounts not successfully received by us due to payment issues.

Late Payments: If we do not receive payment on time, we reserve the right to charge interest on the overdue amount at the rate allowed by law (or 1% per month if no maximum is specified by law), and/or suspend or terminate your access to the Service. You will be responsible for any reasonable attorneys' fees and costs we incur in collecting overdue amounts, except where the overdue amounts are due to our billing error.

Taxes: All fees are exclusive of taxes, levies, or duties imposed by taxing authorities. You are responsible for any value-added, sales, or other taxes or duties payable under applicable law for the use of the Service (other than taxes on our income). If you are required by law to withhold any taxes from your payment, you must provide us with an official tax receipt or other appropriate documentation and you remain responsible for paying us the full net amount of fees due.

Upgrades and Downgrades: If you upgrade your plan or add new services, the additional fees may be charged in the current billing period on a pro-rated basis or in the next billing cycle, as described at the time of upgrade. Downgrading your plan may cause loss of features or capacity of the Service; we are not liable for such loss. Downgrades will typically take effect at the next renewal period.

Cancellation: You may cancel your subscription via your account settings or by contacting us in writing. Cancellation will take effect at the end of your current billing period. You will not receive a refund for the current billing period, but you will retain access to the Service until the end of the period for which you have paid. We do not provide refunds or credits for partial-use or mid-period cancellations. We may, however, refund or credit fees on a case-by-case basis where required by law or as explicitly stated in a promotional offer.

Free Trials and Promotions: If we offer a free trial or promotional subscription, such offer is only valid for the period specified. At the end of a free trial, you will need to subscribe to a paid plan to continue using the Service. If you enter a paid subscription during or after a trial, you will be charged according to the plan selected. We reserve the right to modify or terminate free trials and promotions at any time, in accordance with applicable law.

5. Acceptable Use and User Obligations

Prohibited Uses: You agree to use Kauftax only for lawful business purposes and in accordance with these Terms. You must not (and must not allow any third party or Authorized User to) use the Service:

• Illegal Activities: For any purpose or activity that is illegal, fraudulent, or violates any law, regulation, court order, or the rights of any person. This includes, without limitation, using the Service to store, transmit, or facilitate the distribution of illegal content or to engage in money laundering, tax evasion, or other unlawful financial practices.
• Abusive or Harmful Conduct: To engage in any activity that is harmful, threatening, abusive, harassing, defamatory, obscene, or otherwise objectionable. You shall not use the Service in a manner that could damage, disable, overburden, or impair our systems or networks, or interfere with any other party's use of the Service.
• Unauthorized Access and Security Violations: To attempt to gain unauthorized access to the Service or related systems or networks (including any attempt to probe, scan, or test the vulnerability of the Service or to breach security or authentication measures). You shall not attempt to bypass any usage limits or restrictions placed on your account. You shall not introduce any viruses, malware, Trojan horses, spyware, or any other malicious code into the Service.
• Spam and Unsolicited Messages: To transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid schemes using the Service.
• Impersonation and Misrepresentation: To impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity in connection with your use of the Service.
• Data Mining and Abuse of Resources: To scrape, crawl, data-mine, or otherwise extract data from the Service or our systems (except as may be allowed under an API integration expressly provided by us and in accordance with our API terms). You shall not use any automated means (such as bots or scripts) to access or use the Service in excess of authorized use, or in a manner that sends more requests to our servers than a human can reasonably produce in the same time.
• Competitive Use: To use the Service for the purpose of developing or providing a competing product or service, or for benchmarking or competitive analysis of the Service in a manner that is not authorized. You shall not reproduce, sell, or exploit any portion of the Service without our express written permission, except as allowed under these Terms.
• Violation of Others' Rights: To upload or transmit any data, content, or material that infringes or misappropriates any third party's intellectual property rights, privacy rights, or other rights. You must have all necessary rights and permissions for the data you input into the Service (see Section 6 on Customer Data). You shall not use the Service to process or store any sensitive personal data or special categories of data (as defined under GDPR) unless the Service is explicitly intended for such use and you have entered into any required agreements with us.
• Compliance with Laws: You are responsible for ensuring that your use of the Service (including the processing of your Customer Data within the Service) complies with all laws and regulations applicable to you, including data protection laws, export control laws, and tax laws. You shall not use or export the Service in violation of any export embargoes or sanctions. You represent that neither you nor any individual user of your account is located in, under the control of, or a national or resident of any country or region subject to comprehensive economic sanctions (including, for example, those administered by the EU or the U.S. Office of Foreign Assets Control) or is on any sanctions list.

Digital Services Act Compliance: If and to the extent the EU Digital Services Act ("DSA") applies to the Service, we will adhere to the DSA's requirements. In particular, we do not allow any use of the Service that involves dissemination of illegal content. We maintain notice-and-action procedures for any allegedly illegal content: if we become aware (for example, through a notice) that any data stored or transmitted via our Service is illegal or violates these Terms, we reserve the right to remove or disable access to such content. We will act expeditiously and in good faith in compliance with applicable laws. If we remove or disable content or suspend your account based on such a violation, and if the DSA requires, we will provide you with a statement of reasons for our action. Kauftax is not a general-purpose platform for public content dissemination, and as such, content you store in Kauftax is typically accessible only to you; however, you are strictly prohibited from using Kauftax to disseminate illegal content to the public or to other users. We may also report any apparent illegal activities to law enforcement or relevant authorities as required or permitted by law.

Excessive Use and Fair Use: We may specify in our documentation or plans certain limits (e.g. on storage, API calls, or number of users). You agree to use the Service within these published limits. If you exceed any quota or fair use limitation, we may work with you to upgrade your plan or reduce usage so it conforms to limits. If your usage materially exceeds those limits or otherwise negatively impacts the Service or other customers, we may temporarily restrict the Service or throttle your usage until you comply. We will attempt to notify you in such cases and provide an opportunity to remedy the issue.

Consequences of Violations: Any violation of this Section 5 (Acceptable Use) is grounds for immediate suspension or termination of your account, as further described in Section 12 (Termination). We may also take any legal action and seek any remedies available to us under law for unauthorized or illegal usage of the Service.

6. Customer Data and Data Protection

Customer Data Ownership: "Customer Data" refers to any data, content, files, or information that you or your Authorized Users upload, submit, or otherwise transmit to the Service, including but not limited to your company's invoices, transaction records, financial information, and any personal data about your customers or counterparties contained within those records. You retain all rights and ownership in your Customer Data. We do not claim any ownership over Customer Data. These Terms do not grant us any rights to your Customer Data except for the limited rights that are necessary for us to provide the Service.

Our License to Use Customer Data: You grant us a non-exclusive, worldwide, royalty-free license to host, reproduce, process, transmit, and otherwise use Customer Data solely for the purposes of providing and improving the Service and fulfilling our obligations under these Terms. This license also extends to our subprocessors or service providers (such as our cloud hosting providers) that are involved in providing the Service, strictly for the same purposes. We will not use Customer Data for any other purpose without your instruction or consent. We do not sell Customer Data to third parties.

Data Processing and GDPR: To the extent Customer Data includes personal data (as defined under GDPR or other data protection laws), you are the "Data Controller" and we are a "Data Processor" acting on your behalf. Each party agrees to comply with its obligations under applicable data protection laws. We will process personal data contained in Customer Data only on your instructions and in accordance with our DPA and Privacy Policy, and implement appropriate technical and organizational measures to safeguard such data. We maintain industry-standard security measures (including encryption, access controls, and regular backups) designed to protect Customer Data against unauthorized access or data breaches. In the event of a confirmed data breach affecting Customer Data, we will notify you without undue delay and provide relevant details as required by GDPR.

Customer Responsibilities for Data: You are responsible for ensuring that you have all necessary rights, consents, and legal bases to upload or share Customer Data with us for processing. You represent and warrant that you have obtained all necessary consents from individuals (data subjects) and provided any required notices for the processing of any personal data that you input into the Service, and that such personal data has been collected and is shared with us in compliance with applicable law. You also agree not to upload or transmit any Customer Data that is obscene, defamatory, infringing, or that violates any law or rights of any third party. We are not responsible for reviewing Customer Data for accuracy or compliance; you bear sole responsibility for the content of your Customer Data.

Confidentiality of Customer Data: We consider your Customer Data to be your confidential information. We will not disclose Customer Data to any third party except: (i) as necessary to provide the Service (for example, to authorized subprocessors such as our cloud storage provider or as part of an integration you enable), (ii) as expressly permitted by you, (iii) as set forth in these Terms, the DPA or Privacy Policy (e.g., if disclosure is required by a lawful government request or court order), or (iv) as necessary to enforce our rights under these Terms or if the data is illegal (per the procedures in Section 5). Each party agrees to use reasonable care to protect the other party's confidential information and to not use it or disclose it to anyone except as permitted by this Agreement. (See also Section 14 (Miscellaneous) for additional confidentiality provisions.)

Data Retention and Deletion: Upon termination or expiration of your subscription, we will retain your Customer Data for a limited period as set forth in our DPA or internal policies (for example, we may retain data for a number of days to allow you to export your data). After such period, we will delete or anonymize Customer Data in our possession, except as otherwise required by law or permitted by our DPA (e.g. we may retain copies of data in backups for a limited time or retain information as necessary for legal compliance or legitimate business purposes). At any time, you may request deletion of specific personal data in Customer Data, and we will cooperate to fulfill such requests in accordance with the DPA and applicable law. You are responsible for exporting or backing up your Customer Data prior to the termination of Service if you wish to retain it; we do not guarantee that we will continue to hold or provide access to Customer Data beyond the retention period.

Data Localization and Transfers: By using Kauftax, you acknowledge and consent that Customer Data may be transferred to and stored in servers located in the European Economic Area (EEA) or other jurisdictions as needed for service delivery. We will ensure that any international transfers of personal data comply with applicable data transfer regulations (for example, by implementing Standard Contractual Clauses or other approved transfer mechanisms, as detailed in the DPA). A list of our current subprocessors and their locations may be provided in the DPA or on our website.

Requests from Authorities: If a law enforcement or other governmental authority requests access to Customer Data, we will, unless legally prohibited, direct the requesting party to seek the data directly from you or notify you of the request to allow you to intervene. We may, however, disclose Customer Data to the extent required by a valid legal order, and if we are prohibited from notifying you, we will take legally permissible steps to protect your data as much as possible in such circumstances.

7. Third-Party Services and Integrations

Use of Third-Party Services: Kauftax may integrate with or rely on third-party services, products, or platforms ("Third-Party Services") to function effectively. Examples of Third-Party Services include cloud infrastructure providers (e.g., Google Cloud Platform for hosting), payment processors (e.g., Mollie for handling subscription payments), and external APIs from marketplaces or accounting platforms (e.g., e-commerce marketplaces, financial software, or tax authority systems that you connect to Kauftax). While the Service may facilitate your interaction with these Third-Party Services, such Third-Party Services are independent of Kauftax, and we do not control or assume responsibility for them.

No Endorsement or Control: We do not endorse or assume any responsibility for any Third-Party Services. Any use of Third-Party Services is solely between you and the relevant third-party provider, and is subject to the terms and conditions and privacy policies of that provider. We make no representations or warranties about Third-Party Services, and we will not be liable for any acts or omissions of third parties or any issues arising from Third-Party Services.

Third-Party API Integrations: Some features of Kauftax depend on interoperability with Third-Party Services via their application programming interfaces (APIs). You acknowledge that the availability and functionality of the Service may be dependent on the availability of those external APIs and services. For example, if you connect Kauftax to a marketplace's API to import sales data, the Service's ability to fetch that data relies on the marketplace's systems. Such Third-Party Services may change, break, or discontinue their API or service availability to us, and that is outside of our control. If any third party ceases to make its content or APIs available on reasonable terms, we may cease providing the corresponding features or integrations of our Service, without liability to you. In such cases, we will endeavor to inform affected customers and, if applicable, attempt to find alternative solutions, but you agree that no refund, credit, or other compensation will be due for any modification, suspension, or discontinuation of any Third-Party Service or feature that integrates with a Third-Party Service.

Your Responsibilities: If you choose to use a Third-Party Service with Kauftax (for example, by enabling an integration or using an API key), you are responsible for complying with the third party's terms and paying any fees they may charge. You are also responsible for securing any credentials (such as API tokens) for Third-Party Services that you use in connection with Kauftax. If you lose access to a Third-Party Service (for instance, your account with that service is suspended), Kauftax's corresponding features may not function properly, and it is your responsibility to resolve that with the third party. We will not be liable for any inability to use the Service to the extent caused by your failure to maintain necessary third-party accounts or permissions.

Data Sharing with Third-Party Services: When you enable a Third-Party Service integration, you grant us permission to exchange your data as needed with that Third-Party Service to operate the integration. For example, if you connect a payment processing service, we may send invoice data to that service, or if you connect a storage service, we may transfer or retrieve data from it. We will only share data with Third-Party Services as necessary to provide the integration and as described in our Privacy Policy or DPA. Once the data is transmitted to a Third-Party Service, that data is governed by the third party's policies. We are not responsible for how the third party uses or secures your data, so please review their terms and privacy policy.

No Liability for Third-Party Issues: We shall not be liable for any damages, losses, or interruptions caused by the acts or omissions of third-party vendors or service providers that affect the Kauftax Service. This includes, without limitation, downtime in cloud infrastructure, errors caused by third-party software libraries, payment processing errors, or inaccurate data obtained from third-party sources. You acknowledge that your use of Third-Party Services is at your own risk and that the Service is provided "as is" with respect to any integrations. If you have issues arising from a Third-Party Service (such as a dispute over payment or data accuracy), you must address those issues with the third-party provider.

8. Intellectual Property Rights

Our Intellectual Property: The Kauftax Service (including all software, source code, algorithms, user interfaces, know-how, databases, and compilations of data, excluding Customer Data), along with all content provided on our website and documentation, and all trademarks, logos, and service marks of Kauftax or RespondMate, are the intellectual property of RespondMate or its licensors. They are protected by copyright, trademark, trade secret, and other intellectual property laws. Nothing in these Terms transfers any ownership of our intellectual property to you. We grant you a limited right to use our intellectual property only as necessary for your use of the Service, as permitted by these Terms. You must not remove, alter, or obscure any copyright, trademark or other proprietary rights notices on the Service or any reports or output generated by the Service.

Restrictions: Except as expressly allowed in these Terms, you shall not, and shall not permit others to: (i) copy, modify, adapt, translate, or create derivative works of the Service; (ii) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying ideas or algorithms of any part of the Service (except as laws specifically permit despite contractual prohibition, and then only after giving us notice); (iii) use the Service for the benefit of any third party other than your Authorized Users or as part of any time-sharing or service-bureau arrangement; or (iv) use or register any trademarks, trade names, or logos that are confusingly similar to those of Kauftax or RespondMate.

Feedback: We welcome feedback, suggestions, or ideas for improving Kauftax ("Feedback"). If you choose to provide Feedback, you agree that we may freely use, modify, and incorporate such Feedback into our products and services without any obligation to you. You assign to us all rights, title, and interest in any Feedback (and related intellectual property) that you provide, or if such assignment is not permissible, you grant us a perpetual, irrevocable, sublicensable, transferable, worldwide, royalty-free license to use and incorporate the Feedback for any purpose. We are not required to use any Feedback.

Third-Party Components: The Service may include open-source software or third-party components that are licensed under separate terms. Such licenses are incorporated in our documentation or website. To the extent required by the licenses of open-source components, the terms of those licenses will apply to the corresponding components in lieu of these Terms.

9. Service Availability, Maintenance, and Support

Availability: We strive to maintain a reliable and operational Service, but we do not guarantee that the Service will be available 100% of the time. The Service may occasionally be interrupted for scheduled maintenance, updates, or for emergency repairs, or due to failure of telecommunications links and equipment that are beyond our control. We will attempt to schedule maintenance during off-peak hours and provide advance notice when feasible, but we reserve the right to perform emergency maintenance at any time without notice if necessary to protect the security or stability of the Service.

No Guarantee of Uninterrupted Service: Kauftax is provided on an "as available" basis, and we do not warrant that the Service will be uninterrupted, timely, secure, or error-free. Technical support is available via email or our support portal as described on our website; however, we do not guarantee any specific response time, unless you have a separate support SLA (Service Level Agreement) with us for premium support.

Data Backup: We perform regular backups of the Service databases for disaster recovery purposes. However, the responsibility for maintaining copies of your data remains with you. We encourage you to periodically export or back up important Customer Data. Except to the extent required by law, we shall not be liable for any loss or corruption of data or restoration of data.

Changes and Updates: We may deploy changes, updates, or enhancements to the Service at any time. We may also add or remove integrations or features (per Section 3). We will use reasonable efforts to ensure that such changes do not materially degrade the overall service quality. If a change requires an update to your systems (for example, you need to update a version of an API client or adjust settings), we will try to inform you in advance.

Support Services: We will provide standard support for the Service as described on our site or in a separate support policy. Generally, this includes access to help documentation, and channels to contact our support team. Support may be limited to certain hours or ticket-based. Any enhanced support or uptime guarantees would be subject to a separate agreement with additional fees. We strive to address support inquiries promptly and to resolve any issues, but we make no guarantee that all issues or requests can or will be resolved to your satisfaction.

Third-Party Dependencies: As noted in Section 7, certain outages or issues may be due to third-party providers (e.g., our hosting provider or external APIs). In such cases, our ability to resolve the issue may be dependent on those third parties. We will use diligent efforts to work with them to restore service, but extended outages of third-party systems may impact the Service availability for which we are not liable (see Section 11, Limitation of Liability).

10. Disclaimer of Warranties

As-Is, As-Available: Kauftax and all related services are provided "as is" and "as available" without any warranties or guarantees of any kind, except to the extent expressly set forth in these Terms. We expressly disclaim all warranties, whether express, implied, or statutory, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will meet your requirements or that the operation of the Service will be uninterrupted or error-free, or that defects will be corrected. No oral or written information or advice given by us or our authorized representatives shall create any warranty or in any way increase the scope of our obligations under these Terms; you shall not rely on any such information or advice.

No Professional Advice: You acknowledge that Kauftax is a tool for managing invoices and tax data, but it does not provide tax, accounting, legal, or other professional advice. Any information, reports, or calculations provided by the Service are for informational purposes to aid your business processes and are not a substitute for professional judgment or advice from qualified accountants or tax advisors. We do not guarantee that use of the Service will result in compliance with any legal or regulatory obligations. The information provided through Kauftax shall not be construed as tax, accounting, legal, or other professional advice, and you are advised to consult with professional advisors for guidance on compliance and accuracy of your tax filings or financial records. You assume full responsibility for how you use and interpret the results generated by the Service.

No Warranty on Third-Party Services: We make no warranty that the information, data, or results that you obtain from Third-Party Services via our Service (such as data fetched from external APIs) are accurate, reliable, or complete. We do not warrant or support any third-party product or service (see Section 7). Any use of Third-Party Services is at your risk.

Beta Features: If we offer any beta or experimental features (clearly identified as "beta", "preview", "early access" or similar), those are provided without any warranties whatsoever. Such features may be incomplete or contain bugs, and we may discontinue them at any time. We will have no liability arising out of or in connection with beta features.

Jurisdictional Caveats: Some jurisdictions do not allow the exclusion of certain warranties. To the extent that a law applies to you that prohibits the exclusion of certain warranties, some of the exclusions in this Section may not apply to you. In that case, our warranties are limited to the minimum warranty required by law.

Your Warranties: You warrant that you have the right to enter into this agreement and to use the Service, and that your use will be in compliance with these Terms and applicable law. You also warrant that the information you provide to us is accurate and that Customer Data, and our use of it as authorized in this Agreement, does not and will not infringe or violate the rights of any third party.

11. Limitation of Liability

No Indirect Damages: To the maximum extent permitted by law, in no event will RespondMate (Kauftax), or its officers, directors, employees, agents, affiliates, or licensors, be liable to you or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of or in connection with the Service or these Terms, under any theory of liability (whether in contract, tort, negligence, strict liability or any other theory), even if we have been advised of the possibility of such damages. This exclusion includes, without limitation, any loss of profit, loss of revenue, business interruption, loss of business opportunities, loss of data, cost of substitute services, or procurement of substitute goods or services, or any claims by third parties or by your customers arising from errors or omissions in your data or outputs, or penalties or fines imposed on you by any authority due to any tax or compliance issues. You acknowledge that the Service is priced based on this allocation of risk and the limitation of liability set forth in this Agreement.

Cap on Direct Damages: To the extent permitted by law, our total aggregate liability for all claims arising from or related to the Service or these Terms will not exceed the total amount of fees you paid to us for the Service in the twelve (12) months immediately preceding the event giving rise to the liability. If no fees were paid (for example, during a free trial), our liability will be zero. This limitation is cumulative and not per-incident; multiple claims will not increase this cap. You agree that this limitation of liability is a reasonable allocation of risk between us and is a fundamental part of the bargain in allowing you to use the Service for the agreed fees.

Exceptions: Nothing in these Terms is intended to exclude or limit liability that cannot be excluded under applicable law. For instance, no provision of these Terms will exclude or limit our liability for our own intentional misconduct, gross negligence, or for death or personal injury caused by our negligence, or for fraud. Additionally, certain jurisdictions do not allow the exclusion or limitation of liability for certain damages; in such jurisdictions, our liability will be limited to the greatest extent permitted by law.

Release of Liability: To the extent that you may have any claim arising out of your use of the Service that is not released or barred by this Section, you agree that your sole remedy is to recover direct damages up to the limit set forth above. If you are dissatisfied with any aspect of the Service or these Terms, your sole and exclusive remedy is to stop using the Service.

Third-Party Claims: We shall have no liability for any claims or demands made against you by any third party except as expressly provided in these Terms or as required by law. For example, we are not liable if your customer or a tax authority claims that information you provided (even if generated through our Service) is incorrect or causes harm; such issues are between you and that third party, subject to your indemnification obligations in Section 12.

Multiple Parties: If you are accessing the Service for or on behalf of a client or third party (for example, you are a consultant using our Service on behalf of your client), you are solely responsible for your relationship with that third party. We will not be liable for any disputes between you and any third party arising from your use of the Service.

Additional Rights: You acknowledge that we have set our fees and entered into these Terms in reliance upon the disclaimers of warranty and the limitations of liability stated herein, which reflect an agreed allocation of risk between the parties. The limitations and exclusions in this Section will apply even if an exclusive remedy fails of its essential purpose. Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to be severable and independent of any other provision.

12. Indemnification

Your Indemnification of Us: You agree to defend, indemnify, and hold harmless RespondMate (and its affiliates, officers, directors, employees, agents, and advisors) from and against any and all third-party claims, demands, suits, or proceedings ("Claims") and all resulting judgments, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) that arise out of or relate to: (a) Customer Data you provide (including any allegation that the Customer Data infringes a third party's intellectual property or privacy rights, or that your provision of the data to us or our processing of it in accordance with this Agreement violates any law); (b) your use of the Service in violation of these Terms or applicable law (including any actions taken by your Authorized Users that breach the Terms); or (c) your breach of any representation, warranty, or other provision of these Terms. This obligation includes Claims arising from your negligence or willful misconduct and any Claims by your own clients or customers arising from your use of the Service. For example, if a third party (such as one of your customers) sues us because you incorrectly used the Service or provided incorrect data, you will indemnify us for that Claim. Similarly, if a government or regulatory body imposes a fine on us due to your unlawful or improper use of the Service or data, you agree to indemnify us.

Indemnification Procedure: We will: (i) promptly notify you in writing of the Claim (provided that any delay in notification will not relieve you of your obligations except to the extent you are materially prejudiced by the delay); (ii) give you sole control of the defense and settlement of the Claim (provided that you may not settle any Claim unless it unconditionally releases us of all liability, and no settlement shall admit fault on behalf of us without our prior written consent); and (iii) provide you with all information and assistance reasonably required for the defense (at your cost). We have the right to participate in the defense of the Claim with counsel of our choice at our own expense, but you will have control of the defense and settlement. If you fail to assume the defense of a Claim in a timely manner, we may do so and seek reimbursement from you.

Exclusions: Your indemnification obligation will not apply to the extent a Claim arises from our breach of these Terms or from our own gross negligence or willful misconduct. In the event that any Claim is asserted for which you believe we owe indemnification to you (for example, a claim that our Service's core technology infringes a third-party patent), you must promptly notify us, and such Claim will be handled in accordance with applicable law and any separate agreement if we have one for such indemnification. (Please note: These Terms do not include an obligation for us to indemnify you, except to the extent required by law. We stand behind our Service, but we are not providing an intellectual property indemnity in this standard agreement. If you require such terms, please contact us to discuss a custom agreement.)

Continued Obligations: Your obligations under this Section 12 will survive any termination of the Agreement. This means you will continue to be responsible for Claims based on events that occurred during the term of the Agreement, even if a Claim is filed after termination.

Additional Indemnity for DPA Breach: If you have entered into a DPA with us, any indemnification obligations related to data protection (such as breaches of personal data) will be as defined in the DPA. Generally, each party will bear responsibility for its own compliance with data protection laws. You agree that if a third party (including a data subject) brings a Claim against us alleging that your instructions or actions (e.g., the nature of Customer Data you collected) violated GDPR or other laws, you will indemnify us to the extent that we were acting in accordance with your instructions or information.

13. Term and Termination

Term: These Terms are effective as of the moment you first accept them (such as by clicking "I agree" or by using the Service) and will remain in effect for as long as you use the Service or until terminated in accordance with this Section.

Termination by You: You may terminate your subscription and these Terms at any time by canceling your account or subscription via the account management interface or by providing written notice to us. Such termination will take effect at the end of your current subscription term (unless otherwise agreed). If you terminate for convenience (without our breach), you will not be entitled to any refund of prepaid fees (see Section 4 on cancellation). If you terminate due to our material breach of these Terms and we do not cure the breach within a reasonable period after your notice, then we will refund any prepaid fees covering the period after termination on a pro-rata basis.

Suspension or Termination by Us: We may suspend your access to the Service or terminate these Terms (and your account) immediately upon notice to you if: (i) you fail to pay any undisputed amounts due and do not cure within 10 days after notice of non-payment; (ii) you materially breach these Terms (including any breach of the Acceptable Use policy in Section 5 or confidentiality obligations) and do not cure the breach (if curable) within 15 days after our written notice; (iii) we determine that your use of the Service violates any applicable law or regulation, or is subjecting us to liability or risk we cannot reasonably mitigate; or (iv) you undergo a change of control or become subject to insolvency, bankruptcy, or similar proceedings. Additionally, we may suspend the Service, with or without notice, as necessary to address security threats or prevent illegal activity, or in response to a court order or other governmental demand.

Effect of Termination: Upon termination or expiration of these Terms for any reason: (a) your rights to access and use the Service will immediately cease, and you must stop using the Service; (b) any fees owed by you to us up to the date of termination will become immediately due and payable; and (c) Sections of these Terms that by their nature are intended to survive termination (such as indemnification, limitation of liability, accrued rights to payment, confidentiality, and others) will survive. We recommend that prior to the effective termination date, you export or download your Customer Data from the Service. After termination, we will, at your request, provide you a reasonable opportunity (for example, a 30-day period) to obtain a copy of readily-exportable Customer Data, except in cases where we terminated your account due to your breach or unlawful conduct, in which case we may withhold access to Customer Data as necessary to comply with law or protect our rights (subject to applicable law and the DPA).

Following any post-termination retrieval period, we will proceed to delete or anonymize Customer Data as described in Section 6 (Data Retention and Deletion) and the DPA. We are not obligated to retain Customer Data or any backups after the retention period, except as required by law.

No Liability for Termination: Neither party will be liable to the other for any damages resulting solely from terminating these Terms in accordance with its terms. However, termination does not relieve you of any liability for fees due or breach of these Terms prior to termination. If we terminate for your breach, we may refuse to provide you any future access to the Service.

14. Governing Law and Dispute Resolution

Governing Law: These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law principles. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) do not apply to these Terms.

Jurisdiction: The courts of the Netherlands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter. Unless the parties agree to another venue, any legal proceedings by either party shall be brought in the competent courts located in the Netherlands (and specifically, if applicable, the district court in the jurisdiction where RespondMate has its registered address, unless another court in the Netherlands is mandated by law). You and we each irrevocably consent and submit to the personal jurisdiction of such courts.

Injunctive Relief: Notwithstanding the above, you acknowledge that any actual or threatened breach of Section 5 (Acceptable Use) or Section 8 (Intellectual Property) may cause irreparable harm to us for which monetary damages may not be an adequate remedy. In such cases, we may seek immediate injunctive or equitable relief in any court of competent jurisdiction, without the requirement of posting a bond, in addition to any other remedies available.

Amicable Resolution: Before filing any formal legal action, both parties agree to attempt in good faith to resolve any dispute by contacting the other party and engaging in discussions. You can contact us at our official address or at legal@kauftax.com to raise a dispute. We will attempt to respond and discuss a resolution. If we are unable to resolve the dispute within 30 days of initial notice, either party may proceed with legal action.

Language of Proceedings: The language of all proceedings (unless otherwise required by law) shall be English. If these Terms are translated into another language, the English version shall prevail in the event of any conflict between versions.

15. Miscellaneous Provisions

Entire Agreement: These Terms, together with the Privacy Policy, DPA, and any other policies or additional terms expressly referenced herein, constitute the entire agreement between you and RespondMate (Kauftax) regarding the Service. They supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding the Service. In case of any conflict between these Terms and any other agreements between you and us (such as a separately negotiated master services agreement), the terms of the other signed agreement will prevail (for the matters it covers). No terms or conditions stated in your purchase order or other order documentation (other than those expressly incorporated by reference in our order form or agreement with you) shall be incorporated into or form any part of this Agreement, and any such terms are hereby rejected.

Changes to Terms: We may update or revise these Terms from time to time, for example to accommodate new features, changes in the law, or business practices. When we make a material change, we will provide you with notice by email or through the Service (e.g., via an in-app notification) prior to the change taking effect, and the updated Terms will indicate the "Effective Date" at the top. Your continued use of the Service after the effective date of any revised Terms constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Service and, if applicable, may terminate under Section 13. Any changes will not apply retroactively; they will not affect any dispute between you and us arising prior to the date on which the updated Terms containing the change became effective.

No Waiver: Our failure to enforce any provision of these Terms shall not be deemed a waiver of that provision or of the right to enforce it in the future. No waiver of any term shall be effective unless in writing and signed by an authorized representative of the waiving party. A waiver of any breach shall not be a waiver of any subsequent breach.

Severability: If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary so that the remaining provisions of the Terms will continue in full force and effect. The parties shall negotiate in good faith a valid, enforceable substitute provision that most nearly effects the parties' original intent and economic effect.

Assignment: You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without our prior written consent. Any attempted assignment by you in violation of this provision is null and void. We may assign or transfer these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets related to the Service, or by operation of law, with notice to you (and your consent is not required in such case). Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Relationship of Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to make any commitments or agreements on behalf of the other.

Third-Party Beneficiaries: Except as expressly provided in these Terms (for example, the indemnified parties under Section 12), there are no third-party beneficiaries to this Agreement. Your end users or clients are not third-party beneficiaries to your rights under these Terms.

Notices: We may provide notices to you under these Terms by email to the address associated with your account, by postal mail to the address you have provided, by posting on our website, or through the Service interface. You must ensure that your contact information is current and you will be deemed to have received any notice that is sent to the contact information on file (unless we receive notice that the email address is invalid). You may provide notice to us by email at legal@kauftax.com or by registered mail or courier to our registered address provided in the Introduction of these Terms, Attn: Legal Department. Notices shall be deemed given: (i) if by email, when the email is sent (without an error or bounce-back); (ii) if by courier or mail, when received by us.

Force Majeure: Neither party will be liable for any failure or delay in performance of its obligations (other than payment obligations) to the extent due to causes beyond its reasonable control, such as natural disasters, acts of government, war, terrorism, labor disputes, Internet or telecommunications failures, power outages, or failures of third-party service providers (each a "Force Majeure" event). The affected party shall give prompt notice to the other, stating the period of time the occurrence is expected to continue, and will use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure event. If a Force Majeure event continues for an extended period (e.g., more than 60 days), either party may terminate the affected services upon written notice.

Contracting Entity; No Conflict: You acknowledge that RespondMate (KVK 73598070) is the contracting entity providing the Service. You ensure that entering into and performing under these Terms does not violate any law or obligation by which you are bound. If you are located in a jurisdiction where specific legal requirements apply to SaaS agreements (such as mandatory consumer protections, which you waive by affirming business use, or other regulations), you represent that you have complied with and will comply with all such requirements in your use of the Service.

Headings and Interpretation: Headings in these Terms are for convenience only and have no legal effect. Words in the singular include the plural and vice versa. The words "including" or "include" mean "including without limitation." Any phrase introduced by the terms "such as," "including," "in particular," "for example," or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.