Terms of Service

1Services§

1. 1.1

   During the Term, VATedge will provide Client with the applicable Services. For purposes of this Agreement, “Term” means the initial term identified in the Order Form together with any renewal term under Section 4.1.

2. 1.2

   In order for VATedge to provide the Services, Client may be requested to provide Client Data and any necessary approval for submission of the VAT Refund. For purposes of this Agreement, “Client Data” means any data, information, content, materials, records, or other inputs that are provided or made available by or on behalf of Client to VATedge in connection with the Services. Client represents and warrants that it has all rights, permissions, and consents necessary to provide the Client Data to VATedge and for VATedge to use the Client Data to perform the Services in accordance with this Agreement.

3. 1.3

   VATedge will use commercially reasonable efforts to perform the Services within the timelines, if any, specified in the applicable Order Form.

2Client Data; use of the Services§

1. 2.1

   Client acknowledges and agrees that the Services are and will be based on Client Data. All Client Data shall be deemed Client’s property and shall be provided under Client’s sole responsibility and control, and Client is solely responsible for determining the applicability of any laws, regulations, and industry standards to Client Data and Client’s use of the Services, and for ensuring Client’s and VATedge’s compliance therewith. VATedge shall be entitled to rely on the accuracy and completeness of the Client Data without independent verification and shall have no liability arising from any inaccuracy, deficiency or omission therein. Client is solely responsible for (i) evaluating and validating the Client Data and Services and their suitability for Client’s intended use, and (ii) any decisions, actions, or inaction taken in reliance on the Services.

2. 2.2

   VATedge shall have the right to collect and analyze data and other information relating to the engagement hereunder, including the provision of the Services and usage of related systems and technologies of VATedge (“Usage Data”). Client hereby acknowledges that the Client Data provided by it for the provision of the Services may be implemented by VATedge using machine learning and artificial intelligence systems, with features and implementations designed to generate statistics, calibrate data models, and improve algorithms in the course of processing Client Data and Usage Data.

3. 2.3

   Client shall only use the Services in compliance with all applicable laws, rules, and regulations. Client shall not use the Services for any fraudulent or inappropriate purpose or in a manner that may infringe any third party’s rights.

4. 2.4

   VATedge may suspend performance of the Services, in whole or in part, if (i) Client materially breaches this Agreement, including any failure to pay Fees when due; (ii) VATedge reasonably believes that continued performance would violate applicable law or expose VATedge to liability, including any concern that Client Data is inaccurate, fraudulent, forged, or unlawful; or (iii) Client fails to provide Client Data or cooperation reasonably necessary for VATedge to perform. VATedge will give Client written notice and, where the ground for suspension is curable, a reasonable opportunity to cure before suspending, unless cure is not possible or prior notice is prohibited by law or would expose VATedge to liability. Suspension does not relieve Client of its obligation to pay Fees accrued prior to, during, or after the suspension, including Fees payable in respect of any Pending Application under Section 3.7.

5. 2.5

   Client acknowledges that the Services do not include data backup or archiving. Client remains solely responsible for maintaining independent backup copies of all Client Data provided to VATedge.

6. 2.6

   Collection and Processing of Personal Data. To the extent VATedge processes any personal data on Client’s behalf under this Agreement, the provisions of the VATedge Data Processing Agreement (available online at https://vatedge.com/dpa) will apply and are hereby incorporated by reference. Client is responsible for providing disclosures and obtaining all rights and consents necessary for VATedge’s performance under this Agreement.

3Fees and payment§

1. 3.1

   In consideration for the Services, Client shall pay VATedge the fees set forth in the Order Form (the “Fees”).

2. 3.2

   VATedge shall provide the Client, either (i) with the VAT Refund minus the Fee amount, within 90 days of the date VATedge received the VAT Refund by the applicable tax authority, or (ii) in the event the applicable tax authority elects to provide the Client with the VAT Refund directly, VATedge shall invoice the Client for the Fee amount, as specified in the Order Form. If the applicable tax authority provides the VAT Refund directly to Client, Client shall notify VATedge in writing within fourteen (14) days of receipt. Upon VATedge’s reasonable request, Client shall provide relevant documentation verifying the actual refund amount received. For the purposes of this Agreement, “VAT Refund” means any refund, credit, rebate, or recovery of value added tax or other tax that is claimed, applied for, granted, or paid in respect of Client, in whole or in part, in connection with the Services, including any interest paid by a tax authority thereon.

3. 3.3

   Unless stated otherwise in the Order Form, VATedge will invoice Client in accordance with the Order Form (and any other applicable charges expressly stated in the Order Form). Unless otherwise stated in the Order Form, invoices are due within fifteen (15) days of the invoice date.

4. 3.4

   Client shall make payments of the Fees by wire transfer or such other payment method expressly stated in the Order Form.

5. 3.5

   Client is solely responsible for payment of any taxes, if applicable, resulting from this Agreement, other than VATedge’s income taxes. All Fees under this Agreement are presented as net prices and are exclusive of levies, duties, and taxes, including withholding taxes, which shall be payable by the Client in addition to the Fees owed to VATedge.

6. 3.6

   Except as expressly stated in the applicable Order Form or as required by applicable law, all Fees are non-refundable.

7. 3.7

   Post-Termination Fees. Termination or expiration of this Agreement does not affect Client’s obligation to pay Fees in connection with any VAT Refund relating to a claim or application submitted, prepared, or initiated by VATedge on or before the effective date of termination or expiration (each, a “Pending Application”), regardless of when the applicable VAT Refund is granted, paid, or received. With respect to each Pending Application: (i) Sections 3.1 through 3.6 continue to apply to the resulting VAT Refund and Fees as if this Agreement remained in effect; (ii) VATedge may, but is not obligated to, continue to pursue the Pending Application and to receive the VAT Refund on Client’s behalf, in which case VATedge shall remit the VAT Refund to Client net of the Fee in accordance with Section 3.2(i); and (iii) if the applicable tax authority provides the VAT Refund directly to Client, Client shall notify VATedge in writing within fourteen (14) days of receipt and shall pay the corresponding Fee within fifteen (15) days of VATedge’s invoice. Client shall not withdraw, abandon, amend, or settle any Pending Application, or engage a third party to re-submit the same claim, in a manner that has the effect of avoiding Fees otherwise payable under this Section 3.7. VATedge may set off any Fees or other amounts due to it under this Agreement against any VAT Refund or other amount VATedge holds for or owes to Client.

4Term§

1. 4.1

   This Agreement shall be effective as of the Effective Date and shall remain in full force and effect for the Term identified in the Order Form. Unless terminated before the end of the Term, this Agreement will automatically renew for an additional two-year period unless either Party provides the other Party with ninety (90) days prior written notice requesting not to renew the contract at the end of the then-current Term.

2. 4.2

   Notwithstanding the foregoing, either Party may terminate this Agreement or the Order Form by providing written notice of termination if the other Party (the “Breaching Party”) has breached any material provisions of this Agreement and has failed to cure such breach within fifteen (15) days after written notice of breach has been provided to the Breaching Party.

3. 4.3

   Upon termination of the Agreement: (i) Client shall immediately pay any Fees and other amounts then due and payable, and shall pay all Fees becoming payable thereafter in accordance with Section 3.7, and (ii) each Party shall destroy/delete or return the other Party’s Confidential Information within 30 days, provided that (a) each Party may retain copies to the extent required by applicable law, regulation, or professional record-keeping obligations, or contained in routine archival or backup systems, and (b) VATedge may retain and continue to use Usage Data and data derived from Client Data in accordance with Section 2.2 and any documentation VATedge is required to retain in connection with any VAT Refund application. Notwithstanding the termination or expiration of this Agreement, Sections 1.1 and 1.2 (in each case, with respect to the definitions set out therein), 2.1, 2.2, 2.6, 3 (Fees and Payment), 4.3, 5 (Intellectual Property), 6 (Confidentiality), 7 (Representations and Warranties), 8 (Limitation of Liability) and 9 (General) shall survive termination or expiration of this Agreement.

5Intellectual property§

1. 5.1

   Notwithstanding anything to the contrary herein, as between Client and VATedge, all rights, title and interest in and to the Services and any methodologies, processes, techniques, models, software, tools, templates, know-how, trade secrets, and other intellectual property used by or on behalf of VATedge to perform the Services are and shall remain exclusively owned by VATedge and/or its licensors.

2. 5.2

   Client grants VATedge the right to use Client’s name and logo on VATedge’s website and in promotional materials solely to identify Client as a customer of VATedge. Client may revoke this right at any time upon written notice to VATedge.

6Confidentiality§

Each Party (“Receiving Party”) shall keep confidential and shall not disclose to any third party any Confidential Information which it has acquired from the other Party (“Disclosing Party”) and shall only use such Confidential Information in connection with this Agreement. Such confidentiality obligation shall continue perpetually after the termination of this Agreement.

Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its affiliates, employees, officers, directors, vendors, contractors, and professional advisors (each, a “Representative”) who have a need to know such Confidential Information for the purpose of performing or receiving the Services, provided that each such Representative is bound by written confidentiality obligations no less stringent than those set forth in this Section 6. The Receiving Party shall remain responsible for any breach of this Section 6 by any of its Representatives.

“Confidential Information” means any know-how, any trade or business secrets, any commercial, financial, business, technical or other confidential information of whatever nature relating to Disclosing Party’s business (whether written, oral or in electronic or other form, and whether marked or unmarked as confidential) or of clear confidential nature, and including the Services and Client’s use of the Services.

Confidential Information shall not include information that: (i) is or becomes publicly known other than through any act or omission of the Receiving Party; (ii) was in the Receiving Party’s lawful possession without restrictions before the disclosure, as evidenced by Receiving Party; (iii) is lawfully disclosed to the Receiving Party by a third party without restriction, as evidenced by Receiving Party; (iv) is independently developed by the Receiving Party without use of Confidential Information of Disclosing Party, which independent development can be shown by written or digital evidence; or (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

7Representations and warranties§

1. 7.1

   Each Party hereby represents and warrants that (i) it has the full corporate right, power, and authority to enter into this Agreement and to perform the acts required hereunder; and (ii) the Agreement will constitute the legal, valid and binding obligation of each Party, enforceable against each Party in accordance with its terms.

2. 7.2

   Financial Crime Compliance. For purposes of this Agreement, “Financial Crime Laws” means the laws, regulations, rules, and official codes of practice applicable to a Party that address bribery, corruption, money laundering, terrorist financing, tax evasion and the facilitation thereof, fraud, and forced labor, modern slavery, or human trafficking, including the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977, the UK Criminal Finances Act 2017, and the UK Modern Slavery Act 2015.

   1. (a)

      Each Party covenants that, throughout the Term, it will (i) conduct its performance under this Agreement in compliance with the Financial Crime Laws; (ii) maintain, and operate in accordance with, internal controls reasonably designed to achieve and monitor that compliance; and (iii) refrain from any act or omission that would place either Party in violation of the Financial Crime Laws or of those controls. This Section 7.2 applies to each Party’s own conduct and to the conduct of its directors, officers, employees, agents, representatives, and subcontractors acting in connection with this Agreement, and each Party is accountable for their conduct as if it were its own.

   2. (b)

      Each Party further represents that, as of the Effective Date: (i) it has no conviction for, and is not the subject of any pending investigation or enforcement proceeding concerning, any offense under the Financial Crime Laws; (ii) neither it nor any entity that controls it is a government or a government official; and (iii) no government or government official holds any legal or beneficial interest, whether direct or indirect, in amounts payable under this Agreement.

   3. (c)

      If a representation in Section 7.2(b) becomes inaccurate, or a Party becomes aware of any breach of Section 7.2(a), that Party shall inform the other Party without delay.

   4. (d)

      Any breach of this Section 7.2 constitutes a material breach for which the non-breaching Party may terminate this Agreement by written notice effective on receipt, without the cure period in Section 4.2. Where Client is the breaching Party, VATedge may additionally suspend, withdraw, or decline to submit any claim or application on Client’s behalf, and shall bear no liability to Client for any loss resulting from doing so.

3. 7.3

   THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VATEDGE DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, VATEDGE MAKES NO REPRESENTATION OR WARRANTY AS TO THE CORRECTNESS, ACCURACY, RELIABILITY, CURRENCY, OR COMPLETENESS OF THE SERVICES OR THEIR RESULTS, AND DOES NOT GUARANTEE THAT ANY VAT REFUND WILL BE APPROVED OR PAID BY THE APPLICABLE TAX AUTHORITY OR THAT CLIENT WILL BE ELIGIBLE FOR ANY SUCH REFUND.

4. 7.4

   No Tax Advice; No Guarantee of Recovery. Client acknowledges that VAT and other tax reclaim outcomes depend on numerous factors outside VATedge’s control, including the applicable statutes, regulations, administrative practices, and filing deadlines of each relevant jurisdiction (all of which are subject to change, including retroactively); the discretion, processing times, and interpretations of the applicable tax authorities; Client’s eligibility and registration status; and the accuracy, completeness, legibility, validity, and timely provision of the Client Data, invoices, receipts, and supporting records provided by or on behalf of Client. Nothing in the Services, and no output, estimate, projection, or communication provided by VATedge, constitutes tax, legal, accounting, or other professional advice, and VATedge does not act as Client’s tax advisor, tax agent, accountant, or legal representative. VATedge does not guarantee that any reclaim application will be submitted successfully, accepted, approved, or paid, in whole or in part, or that any particular refund amount, timing, or exchange rate will be achieved, and any estimate of a potential refund is illustrative only and not a representation of the amount Client will receive. Client remains solely responsible for its own tax positions, filings, and compliance obligations, and should consult its own qualified professional advisors before relying on the Services. VATedge shall have no liability for any reclaim that is reduced, delayed, denied, withdrawn, clawed back, or subject to interest, fines, or penalties by a tax authority.

8Limitation of liability§

1. 8.1

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, OR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT.

2. 8.2

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VATEDGE’S MAXIMUM AGGREGATE LIABILITY RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (I) THE FEES ACTUALLY PAID TO VATEDGE FOR THE SPECIFIC CLAIM OR VAT REFUND APPLICATION GIVING RISE TO THE LIABILITY; OR (II) EUR 1,000.

3. 8.3

   Client Indemnification. Client shall defend, indemnify, and hold harmless VATedge from and against any claims, fines, penalties, or damages brought by a third party (including any applicable tax authority) arising out of or relating to: (i) any allegation that the Client Data provided by Client is fraudulent, forged, or unlawful; or (ii) Client’s material breach of its representations and obligations regarding the Client Data.

9General§

1. 9.1

   For the purposes of this Agreement, the Parties will at all times be independent contractors with no right to bind or obligate the other in any manner whatsoever.

2. 9.2

   Neither Party may assign or transfer this Agreement, in whole or in part, or any of its rights or obligations hereunder, without the other Party’s prior written consent; provided that either Party may assign this Agreement without the other Party’s consent in connection with a merger, reorganization, change of control, or sale of all or substantially all of such Party’s assets or business, or to any successor by merger or operation of law.

3. 9.3

   All notices will be made in writing and given by personal delivery, overnight courier, facsimile, email or other means of transmission or by certified or registered mail to the primary contacts listed in the applicable Order Form, and in the case of notices to VATedge, to info@vatedge.com. Either Party may change its notice details by written notice to the other.

4. 9.4

   This Agreement, together with the Order Form and any addenda and documents incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous proposals, representations, and agreements, whether written or oral, relating thereto. In the event of a conflict, the following order of precedence applies: (i) the Order Form; (ii) any addendum executed by both Parties and expressly stating that it prevails over this Agreement; (iii) this Agreement; and (iv) any other document incorporated by reference. No failure or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.

5. 9.5

   Modifications. VATedge may update this Agreement from time to time, including to reflect changes in the Services, applicable law, or tax authority requirements, by posting the updated version at the URL identified above and revising the “Updated” date. VATedge will provide Client with reasonable advance notice of any update that materially and adversely affects Client’s rights, and any such update will take effect at the start of the next renewal term or, if earlier, thirty (30) days after notice. If Client does not agree to an update that materially and adversely affects its rights, Client may terminate this Agreement by written notice to VATedge before the update takes effect, in which case Sections 3.7 and 4.3 apply. Continued use of the Services after an update takes effect constitutes acceptance of it. No update to this Agreement will apply retroactively, reduce a VAT Refund already received by VATedge for Client, or increase the Fee applicable to a Pending Application. The Order Form, and the commercial terms set out in it (including the Fees), may be amended only by a written instrument signed by both Parties.

6. 9.6

   If any provision of this Agreement is held unenforceable, it will be ineffective only to that extent and will not affect the validity or enforceability of the remaining provisions. Headings are for convenience only and do not affect the interpretation of this Agreement.

7. 9.7

   This Agreement and any related legal action or proceeding shall be governed by the laws of the State of Israel, excluding its conflict of laws rules, and subject to the exclusive jurisdiction of Tel Aviv, Israel.