Fiscal Services Agreement

This Fiscal Services Agreement (the ‘FSA’) is made and entered into as an integral part of the Terms of Service Agreement (the ‘ToS Agreement’) by and between the User and Remotek Retail Ltd., upon the acceptance of the ToS Agreement by the User through the online process. This FSA supplements and elaborates on the provisions of the ToS Agreement and is effective upon the User’s agreement to the ToS Agreement, indicated by clicking the 'Agree' or similar checkbox on the Company’s website.

This FSA outlines the terms and conditions under which the Service Provider will offer tax consultancy services, software access, and related support to the Client. The services are specifically tailored to companies engaged in cross-border commerce within the European Union, requiring compliance with Value Added Tax (VAT), the One Stop Shop (OSS) framework, and other related fiscal obligations.

For the purposes of this FSA, the following terms shall have the meanings ascribed to them below:

• ‘VAT Returns’ refers to the periodic declarations of Value Added Tax owed or reclaimed, which the Service Provider will prepare and file on behalf of the Client in accordance with the relevant jurisdictional requirements.
• ‘OSS Returns’ pertains to the declarations under the One Stop Shop framework, facilitating VAT compliance for cross-border sales within the European Union.
• ‘Intrastat Returns’ involves the submission of statistical reports on the movement of goods between EU member states, as required for businesses exceeding certain thresholds.
• ‘Fiscal Representation’ denotes the service of acting as a representative for non-EU headquartered clients, particularly those from the UK and US, in dealings with European tax authorities, as mandated by EU tax regulations.
• ‘Personally Identifiable Information (PII)’ means any data that could potentially identify a specific individual, including but not limited to names, addresses, and financial details, which the Client provides to the Service Provider in the course of using the services.
• ‘Amazon Glacier’ refers to the cold storage service used for the long-term preservation of PII and other critical data, as per compliance requirements and special arrangements with marketplaces like Amazon.
• ‘Tax Office Inspections’ are audits or reviews conducted by tax authorities in any of the jurisdictions where the Client operates, for which the Service Provider will offer representation and assistance.
• ‘Encryption’ signifies the security measures implemented to protect data during transmission and while at rest, ensuring confidentiality and compliance with data protection laws.

This FSA shall govern the provision of services, responsibilities of the parties, and other terms as detailed in the following sections.

Through the following comprehensive services, the Service Provider aims to provide a seamless and worry-free tax compliance experience for the Client, covering all aspects of VAT and tax obligations in the European market. The Service Provider’s expertise and dedication are geared towards ensuring that the Client can focus on their core business activities, leaving the complexities of tax compliance and representation to the Service Provider.

A key component of the service offering is the preparation and filing of various tax returns, including VAT, OSS, and Intrastat returns. The Service Provider shall ensure that all returns are filed accurately and on schedule, providing the Client with the assurance that their tax obligations are met in a timely and compliant manner. The Service Provider’s expertise and attention to detail in this area minimise the likelihood of errors and the subsequent complications that may arise from them.

In the event of queries or audits initiated by the tax office, the Service Provider’s service encompasses comprehensive support and representation. The Service Provider understands that tax office inquiries can be complex and time-consuming. The Service Provider’s team is equipped to handle all communication and necessary documentation submissions. This includes responding to inquiries, compiling and presenting required records, and representing the Client’s interests during audits. The Service Provider’s proactive approach aims to resolve such matters efficiently and effectively, reducing the burden on the Client.

For clients, especially those based outside the EU, such as in the UK or US, who require fiscal representation in the EU, the Service Provider’s service extends to include this critical aspect. The Service Provider provides fiscal representation to ensure that the Client complies with the local tax regulations and obligations in their operating jurisdictions. This representation is particularly vital for non-EU companies subject to specific VAT obligations within the EU. The Service Provider’s role as fiscal representative encompasses liaising with tax authorities, managing VAT registrations, and ensuring overall compliance with local tax laws on behalf of the Client.

Recognizing the fluctuating nature of VAT rates across various EU jurisdictions, invoices issued on behalf of the Client shall reflect the most current and accurate VAT rates applicable in each country on the day of issuance, thereby ensuring a high level of accuracy and compliance in the Client’s company’s tax affairs. Subsequent compilation of tax returns from these invoices by the Service Provider will thereby mitigate any risks stemming from erroneous financial reporting.

The service includes a mandatory real-time verification of buyer VAT numbers via the VIES prior to the issuance of any invoices by the Service Provider. This step is essential to accurately identify transactions eligible for a zero-rated intra-community supply. In the event of a buyer’s VAT number being invalid, the transaction will not be treated as zero-rated, thereby ensuring compliance with VAT regulations. This mechanism is crucial to prevent incorrect application of the 0% VAT rate, which could result in a tax liability for the Client’s company, should the tax authority challenge the VAT treatment. The Service Provider’s real-time verification safeguards against such risks, ensuring that all transactions are invoiced in accordance with the correct VAT status, thereby protecting the Client’s company from potential VAT-related non-compliance and financial repercussions.

The service includes continuous monitoring of the Client’s data from various marketplaces. Should the need for VAT registration arise in a new jurisdiction, especially in cases involving a new permanent establishment stemming from Pan-EU FBA activities and the opening of new Amazon warehouses, the Client will be promptly notified. Assistance will be provided by the Service Provider for the VAT registration process in the new jurisdiction as required.

In instances where the Client is just starting out with their business activities and has yet to exceed the 10 000 EUR threshold which mandates OSS registration, the Client’s turnover is monitored regularly by the Service Platform to identify when it reaches the threshold. Upon reaching this threshold, the Client will be alerted to their obligation for OSS registration. The service includes guiding the Client through the OSS registration process.

The service encompasses monitoring by the Service Platform for the necessity to register for multiple OSS schemes. This is essential if the Client is shipping goods to EU customers from both inside and outside Europe, necessitating registration for both the Union-OSS and Import-OSS schemes. Guidance and support will be provided by the Service Provider to ensure the Client’s compliance with the appropriate OSS schemes.

The Service Provider shall perform daily automated checks against the VIES to maintain a day-to-day record of the validity of the Client’s VAT numbers. In cases where the Client’s VAT number becomes invalid, the Client will be immediately notified to halt shipments from the affected jurisdiction to remain compliant. Conversely, if a VAT number transitions from invalid to valid, the Client will be advised to commence charging VAT and assisted by the Service Provider with the preparation and filing of timely VAT returns.

The service includes monitoring by the Service Provider of sales transactions under the deemed supplier mechanism. This ensures that VAT is correctly managed by the marketplace, preventing double payment of VAT on the part of the Client. Assistance will be provided by the Service Provider in compiling and filing VAT returns in a manner that aligns with the deemed supplier mechanism, ensuring accuracy and compliance.

The Client is required to connect the Service Platform to all marketplaces where they conduct sales. This involves providing API credentials (key/secret) for marketplaces not utilizing OAuth2, and completing the OAuth2 authorization workflow for marketplaces like eBay, Amazon, and Etsy that use OAuth2 which utilise the modern OAuth2 protocol. This connection enables the Service Platform to access order data for invoicing and tax return compilation. The Client must promptly address any revoked or expired authorizations by reinstating them to maintain uninterrupted connectivity of the Service Platform to marketplace APIs.

Upon registering with the Service Platform, the Client must inform the Service Provider of all VAT numbers they currently hold. If the Client chooses to have the Service Provider manage all of their VAT numbers, the Service Provider will be aware of any changes as they will be initiated by the Service Provider. However, if the Client independently registers for VAT in new jurisdictions, they must update their account details in the Service Platform with these new VAT numbers as soon as they become active. This is essential because there is no central European register to query for the Client’s VAT numbers, as each country administers its VAT affairs separately. The Service Platform performs daily automated checks against the VIES for the status of known VAT numbers, but the Client must proactively inform the Service Provider of any new VAT numbers they acquire independently.

The Client is not required to inform the Service Provider if they choose to deregister from VAT independently, as the Service Provider’s automated checks against the VIES will detect any such changes.

The Client must inform the Service Provider of any changes to their registered office address. This information is necessary to ensure that newly issued invoices reflect the current and accurate address of the company.

It is incumbent upon the Client to fulfill these responsibilities to ensure a high level of accuracy in the service delivery by the Service Provider. Failure to provide timely and accurate information may affect the quality and compliance of the services provided by the Service Provider.

The Client is required to specify, via the functionalities available in the Service Platform, which party to this FSA is managing each VAT number. Accurate disclosure of this detail is crucial for the Service Provider to provide timely and accurate services and ensure proper handling of VAT-related matters for each specific VAT number.

The Service Provider is dedicated to maintaining the highest standards of data security and privacy. This commitment extends to implementing robust encryption protocols for protecting the Client’s data.

The Service Provider continuously monitors and updates its security measures to align with evolving threats and technological advancements, ensuring that the Client’s data remains secure under the Service Provider’s care.

All data transferred between the Client and the Service Platform, as well as data exchanged between the Service Platform and marketplaces and other third parties, is encrypted during transit. This ensures that sensitive information, such as financial data and personally identifiable information (PII), is secure from unauthorised access or interception.

Data stored within the Service Provider’s systems, including long-term storage, is encrypted at rest. This level of encryption is critical for protecting the integrity and confidentiality of the Client’s data, especially when stored over extended periods. The Service Provider’s encryption at rest protocols are designed to secure the Client’s data against unauthorised access, data breaches, and other potential security threats.

The Service Provider adheres to stringent privacy regulations and industry best practices. The Service Provider’s data handling procedures are compliant with GDPR and other relevant privacy laws, ensuring that the Client’s data is not only secure but also handled in accordance with legal requirements.

For long-term data storage, particularly in compliance with various jurisdictional requirements for invoice retention, the Service Provider utilises secure storage solutions. This includes the use of technologies like Amazon Glacier for cold storage, ensuring that the Client’s data is preserved securely and accessibly when needed, while maintaining compliance with Amazon’s data storage policies and other regulatory mandates.

The service ensures compliance with the specific VAT return filing deadlines of each EU country in which the Client is registered. This includes adapting to the varying frequencies – monthly, quarterly, or annually – as mandated each separate jurisdiction. Accurate and timely filing of VAT returns in accordance with each country’s regulatory requirements is a fundamental aspect of the service.

The client is solely responsible for the payment of VAT liabilities arising from the returns filed by the Service Provider’s service, except in instances where the Service Provider provides fiscal representation. It is the Client’s obligation to ensure that VAT payments are made promptly and accurately to the respective tax authorities following the submission of VAT returns.

When fiscal representation services are provided, the Client is required to maintain adequate funds in a designated deposit account. This account must hold sufficient funds to cover the VAT obligations for both the current and upcoming reporting periods. This is essential to enable the Service Provider to fulfill its responsibilities as the Client’s fiscal representative, ensuring that VAT payments are managed effectively and in compliance with applicable tax laws.

In compliance with various EU jurisdictional mandates, the service includes the retention of accounting records, such as invoices, for legally stipulated periods, which may extend up to 10 years in some countries. These records are securely stored in long-term storage solutions, including Amazon Glacier, to ensure both security and accessibility in line with legal retention requirements.

The Service Provider shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) the Client’s access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services; (iii) any content obtained from the services; and (iv) unauthorised access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose.

The Client agrees to defend, indemnify, and hold harmless the Service Provider and its licensee and licensors, and their employees, contractors, agents, officers, and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) the Client’s use and access of the services, by the Client or any person using the Client’s account and password; b) a breach of the terms of this FSA, or c) content posted on the service.

In the event of a third-party claim, the Service Provider shall provide the Client with timely notice of such claim, suit, or action. The Service Provider shall have the right to assume the exclusive defence and control of any matter subject to indemnification by the Client, but doing so will not excuse the Client’s indemnity obligations.

Any claims related to the services provided must be filed within one year after such claim or cause of action arose or be forever barred.

Acceptance of the agreement with the Service Provider is confirmed upon the Client’s act of checking the designated checkbox during the registration process. The agreement is effective from this point of acceptance and will continue to be in effect until terminated in accordance with the terms specified therein.

The Client reserves the right to terminate the agreement with the Service Provider at their discretion. To initiate termination, a written notice of thirty (30) days must be provided to the Service Provider. It is important to note that any fees paid in advance, including but not limited to annual subscription fees, are non-refundable. Termination of the agreement by the Client prior to the completion of the paid service period does not entitle the Client to a refund for any part of the service period not utilised.

The Service Provider may unilaterally terminate this FSA with immediate effect and without giving notice. Grounds for termination by the Service Provider may include, but are not limited to, non-compliance with the terms of FSA, failure to pay fees, or legal or regulatory changes that significantly impact the provision of services.

This agreement will automatically terminate in the event of insolvency, bankruptcy, or cessation of business activities by either party.

In the event of termination, either by the Client or by the Service Provider, all data held by the Service Provider belonging to the Client will be retained for a period of six (6) months following the termination date. During this period, the Client is entitled to request the return of their data, which will be provided in a format decided by the Service Provider.

Following the six-month post-termination period, all of the Client’s data in the possession of the Service Provider will be permanently deleted from the Service Provider’s systems.

Retrieval of the Client’s data post-termination is subject to the full settlement of all outstanding fees owed to the Service Provider. Once all financial obligations are fulfilled, the Client may claim their data within this six-month window.

Upon termination of this agreement, all rights and obligations of both parties cease, except for those explicitly stated to continue beyond termination, such as confidentiality, indemnification, and payment obligations for services rendered prior to termination.

In the event of termination, upon the Client’s request, the Service Provider will offer reasonable assistance to transition services to another provider or to return data to the Client, subject to additional terms and fees to be agreed upon at the time of termination.

Both parties acknowledge that in the course of this agreement, they may be exposed to or acquire information that is proprietary or confidential to the other party. Both parties agree to hold such information in strict confidence and not to disclose it to any third party or use it for any purpose not contemplated by this agreement.

The obligation of confidentiality shall remain in effect for the duration of this agreement and for a period of three (3) years after its termination or expiry.

Confidential information includes, but is not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing. However, information that is publicly known or independently developed by the receiving party without the use of confidential information will not be considered confidential.

Disclosure of confidential information shall be permitted when required by law or by a court of competent jurisdiction. In such cases, the disclosing party shall provide the other party with timely notice of such requirement, to the extent it is legally permissible, to allow the other party to seek a protective order or other remedy.

Upon the termination or expiry of this agreement, or upon the written request of the disclosing party, the receiving party shall return or destroy all copies of confidential information, unless there is a legal requirement to retain it. This includes deleting all digital forms of the confidential information.

In the event of a dispute arising from or relating to this FSA, the Client is first encouraged to contact the Service Provider to seek an informal resolution. The Service Provider will make a diligent effort to resolve the matter amicably and promptly.

Before engaging in formal legal proceedings related to this agreement, both parties commit to a period of at least thirty (30) days of good faith negotiation, aiming to reach a mutually agreeable resolution.

Should negotiations fail to resolve the dispute, both parties agree to engage in mediation. The mediation process will be conducted in accordance with the rules of an agreed-upon mediation service.

If mediation does not lead to a resolution, the dispute will be submitted to binding arbitration. The arbitration will take place in Bulgaria, be conducted under Bulgarian law, and proceedings will be in Bulgarian . The arbitrator’s decision will be final and binding on both parties and enforceable in any court with competent jurisdiction.

Each party retains the right to seek injunctive or other equitable relief from a court of competent jurisdiction for issues concerning actual or threatened infringement, misappropriation, or violation of intellectual property rights.

The prevailing party in any arbitration or legal proceeding related to this FSA shall be entitled to recover reasonable attorneys' fees and costs.

Any claim relating to this FSA must be filed within one (1) year from when the claim arose; otherwise, it is permanently barred.

This FSA shall be governed by and construed in accordance with the laws of Bulgaria, without regard to its conflict of law provisions.

Any legal suit, action, or proceeding arising out of, or related to, this FSA shall be instituted exclusively in the courts of Bulgaria, although the Service Provider retains the right to bring any suit, action, or proceeding against the Client for breach of this FSA in the Client’s country of residence or any other relevant country.

By accepting this FSA, the Client acknowledges that they have understood and agree to the application of Bulgarian law in governing this FSA. This acknowledgment is crucial to ensure that all parties have a clear understanding of the legal framework within which the service operates.

Amendments to this Fiscal Services Agreement can be made through an electronic process, consistent with the initial acceptance method of this agreement. Such amendments must be explicitly presented as modifications to this Agreement and require your affirmative action, such as checking an additional checkbox or clicking an "Accept" button, indicating clear consent to the changes. Any modifications will be effective only upon your acceptance through these electronic means.

Communication regarding amendments, including the presentation of the amendment terms, will be conducted through the same electronic channels used for the original agreement. The Client will be notified of any proposed amendments through the contact information provided during registration or through the Client’s account on the service platform.

The service provider will maintain a record of the date and content of any amendments accepted by you, ensuring transparency and traceability of all changes to the agreement.

No implicit actions taken by either party, nor any failure to enforce rights under this FSA, shall constitute an amendment. All amendments must be explicitly agreed upon through the outlined electronic process.

This FSA, along with the TOS Agreement entered into during registration, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, both written and oral, between the parties concerning its subject matter.

If any provision of this FSA is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the intent of the parties as much as possible. If such modification is not possible, the provision shall be severed from this FSA, and the remaining provisions shall remain in full force and effect.

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognised overnight delivery service.

The Client may not assign any of their rights or delegate any of their obligations under this FSA without the prior written consent of the Service Provider. Any purported assignment or delegation in violation of this provision is null and void. No assignment or delegation relieves the Client of any of their obligations under this FSA.

This FSA is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this FSA.

Neither party shall be liable to the other for any delay or failure in performing its obligations under the FSA to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, such as natural disasters, war, or governmental restrictions.