General Terms and Conditions (AGB)
1. scope of application
1.1 The following General Terms and Conditions govern the use of the TAXWARE Software Solutions GmbH (hereinafter referred to as "TAXWARE") service by the customer. This includes services for support in the areas of financial accounting and VAT compliance.
1.2 Deviating terms and conditions of the customer shall not become part of the contract unless TAXWARE has expressly agreed to their validity in writing.
2. subject matter of the contract
2.1 TAXWARE provides the customer with a cloud-based service that enables the customer to efficiently manage tax-relevant processes. The exact scope of services is set out in TAXWARE's current service description.
2.1.1 As part of the TAXWARE service, the customer's sales data is read from supported online shop systems or accounts on trading platforms or extracted from manually uploaded sales files. This data is then prepared in a clear and standardised format. In addition, information uploaded by the customer or data from public sources is added to the corresponding VAT rates. The resulting, prepared data is available for the customer to download or can be forwarded directly to a tax consultant for further processing.
2.1.2 The service is only available for transactions that are subject to standard taxation. This refers to transactions in which the buyer pays the consideration exclusively in the form of money and the entire amount is subject to taxation. The service is therefore not offered, for example, for transactions that are subject to differential taxation in accordance with Section 25a of the German Value Added Tax Act.
2.2 The customer receives access data to the TAXWARE service after conclusion of the contract and can use it in accordance with the contractual agreements.
3. conclusion of contract
3.1 The use of the TAXWARE service requires the conclusion of a contract between the customer and TAXWARE.
3.2 The contract is concluded as soon as the customer accepts TAXWARE's offer, whether by ordering the service via TAXWARE's website or in any other way.
3.3 TAXWARE reserves the right to reject offers without giving reasons.
4. remuneration and terms of payment
4.1 The remuneration for the use of the TAXWARE service is based on the TAXWARE prices valid at the time the contract is concluded. If an offer is submitted and accepted, it shall apply.
4.2 Invoices from TAXWARE are due immediately. TAXWARE reserves the right to change prices. Price increases will be announced to the customer in good time. The remuneration varies according to the package selected by the customer and is based on the service description of the respective service package and the conditions stated on the website.
4.3 In the event of late payment, TAXWARE shall be entitled to charge interest on arrears at the statutory rate.
5 Obligations of the customer
5.1 Confidentiality of access data and data backup:
The customer shall treat his access data to his account on the TAXWARE platform confidentially and shall not pass them on to third parties. The customer shall inform TAXWARE immediately if there is any suspicion that unauthorised third parties have gained access to their access data and/or account.
5.2 Data backup and recognition:
The customer recognises that TAXWARE is not a provider of data backup services. Therefore, the customer shall back up all data transmitted to TAXWARE independently and at appropriate intervals according to the importance of the data.
5.3 Providing access and enabling data:
The customer provides TAXWARE with the necessary access to his accounts in the respective online shop systems or trading platforms and thus enables TAXWARE to access his sales data.
5.4 Responsibility for data quality and cooperation services:
The customer is responsible for ensuring that the data provided by him is complete, correct and made available on time. In particular, the customer shall provide missing data immediately after being notified by TAXWARE and shall immediately check and release data records submitted for approval. TAXWARE shall not be liable for damages incurred by the customer due to late, incomplete or incorrect data or releases.
5.5 Utilisation of interfaces and IT systems:
The customer guarantees that only transaction data relevant to the service is provided from its IT systems via the interface(s). In particular, the customer may not transmit any viruses or malware, personal data not required for invoicing, content that infringes the rights of third parties or otherwise misuse the interface for non-contractual purposes. These obligations also apply to data records uploaded by the customer to the TAXWARE system.
5.6 Exemption from claims:
The customer shall indemnify TAXWARE against all claims, damages and costs arising from third-party claims due to an actual or alleged breach by the customer of its aforementioned obligations, including legal defence costs.
6 Term and cancellation
6.1 The contract is concluded for an indefinite period, unless a different term has been expressly agreed.
6.2 Both contracting parties have the right to terminate the contract without notice for good cause.
6.3 TAXWARE shall in particular be entitled to terminate the contract without notice if the customer breaches its contractual obligations, in particular the terms of use set out in these GTC.
6.4 After termination of the contract, the customer no longer has access to the TAXWARE platform. It is the customer's responsibility to download and save all relevant data before the end of the contract.
7 Warranty and liability
7.1 Free service (in particular during an agreed trial period)
If TAXWARE provides the service free of charge, TAXWARE shall not assume any warranty and shall only be liable in accordance with the statutory provisions for free services in cases of intent and gross negligence.
7.2 Paid service
The following provisions apply to the service provided against payment:
7.2.1 Warranty for statutory claims
If the customer is entitled to statutory warranty claims in respect of a part of the service (in particular if it is not a service within the meaning of §§ 611 et seq. BGB), TAXWARE shall, at its own discretion and expense, either rectify defects or provide the service again within a reasonable period of time.
7.2.2 Error message and description
The customer must report and describe in detail any errors that occur in order to enable TAXWARE to analyse, reproduce and rectify them.
7.2.3 If the subsequent fulfilment fails
If the subsequent fulfilment finally fails, the customer has the right to terminate the contract and reduce the remuneration. Other claims, including the right of self-remedy, are excluded.
7.3 Liability clauses
7.3.1 TAXWARE shall be liable without limitation for intent and gross negligence, damage to life, limb and health, breach of an expressly given guarantee and under the Product Liability Act.
7.3.2 In the event of slight negligence, TAXWARE shall only be liable in the event of a breach of material contractual obligations on the fulfilment of which the customer may regularly rely and which enable the purpose of the contract to be achieved.
7.3.3 In such cases, liability is limited to foreseeable and contractually typical damages.
7.3.4 TAXWARE's liability for data loss shall be limited to the costs that would have been incurred for the recovery of data if the customer had fully complied with its obligation to back up data (in accordance with section 5.2.).
7.3.5 Delays in performance due to force majeure or within the customer's sphere of influence shall release TAXWARE from its responsibility and shall entitle it to postpone the provision of services accordingly.
7.3.6 The aforementioned limitations of liability shall also apply to representatives, employees and other vicarious agents of TAXWARE.
8. final provisions
8.1 The place of fulfilment for all obligations arising from this contract shall be the registered office of TAXWARE.
8.2 The place of jurisdiction for all disputes arising from this contract is Hamburg.
8.3 This contract shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
8.4 Should individual provisions of this contract be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties undertake to replace the invalid provision with a valid provision that comes as close as possible to the economic purpose of the invalid provision.
8.5 Amendments and supplements to this contract must be made in writing. This also applies to the cancellation of this written form requirement.
8.6 These General Terms and Conditions were last updated on 02.01.2024.
8.7 The General Terms and Conditions of TAXWARE Software Solutions GmbH for the TAXWARE service are an integral part of the contract concluded between the provider and the customer
