TERMS AND CONDITIONS
1. INTRODUCTION AND SERVICE OBLIGATIONS
1.1. Yonda agrees, subject to the terms of the Agreement, to provide the below mentioned services via its Yonda Sales Tax platform, which includes assisting the Customer with its (i) application/s to be registered for sales and use tax or the state equivalent in the United States of America (“US Sales Tax”) and (ii) US Sales Tax calculation and submission to the relevant governing bodies (Services”).
1.2. Customer agrees to provide Yonda with any and all information/data and/or documents reasonably required for Yonda to provide the Services which includes, but is not limited to, transactional sales/order data, any log in credentials, and/or passwords the Customer may have. The Customer further agrees to ensure that the amounts required to be remitted to the governing bodies shall be maintained in the bank account set out in the corresponding Order Form.
1.3. Yonda will provide the Customer with a table that lists the ZIP code and/or general address information required for sales tax calculation at the point of sale (“Rates Table”). The Rates Table will be updated by Yonda every quarter.
1.4. Customer agrees to provide Yonda with the transactional sales/order data no later than seven (7) business days into each calendar month. If the Customer is unable to provide the transactional sales/order data by this deadline, Yonda may not be able to provide the Services to the Customer.
1.5. In the event that the transactional sales/order data is provided after the deadline specified in Clause 1.4, Yonda may charge an additional fee of $100 for completing the Services.
2. PERFORMANCE AND USAGE
2.1. Yonda shall provide the Services with a reasonable degree of care and skill. Yonda agrees to provide and the Client agrees to access the Services in accordance with this Agreement together with any operation specifications to run or access the Services as may be amended from time to time.
2.2. Yonda permits the Client access to the Services within the scope of this Agreement and in accordance with the applicable laws and regulations. For the duration of this Agreement and subject to the relevant provisions set out herein, Yonda grants the Customer a non-exclusive and non-transferable license to access the platform for the purposes of receiving the Services.
2.3. Customer may not copy, modify, decompile, reverse engineer, attempt to circumvent, disable, or discover the source code of any part of the platform, use and/or create derivative works, use or provide the services on a white label basis for the benefit of any third party not expressly mentioned within this Agreement. Additionally, the Customer may not use the platform in an unlawful manner.
3. SUPPORT AND CHANGES TO THE SERVICE
3.1. In order to assist the Customer with technical support and problems with the Service, Yonda may provide a dedicated support manager who can be contacted at all times and will respond within forty eight (48) hours of any requests.
3.2. Yonda may modify the Service from time to time, so long as it shall not materially change the nature of the Services unless required by changes in law, regulation and/or statute.
4.1. The Customer agrees to pay fees set out in the corresponding Order Form (that are not subject to dispute) within fourteen (14) days of receipt of the invoice setting out the payment terms. Fees payable on a recurrent basis shall be invoiced on the first Friday of every month, from the date on which the Services commence as detailed in the corresponding Order Form (“Fees”).
4.2. In the event of a dispute of Fees, the Customer shall notify Yonda within 10 days of receipt of the relevant invoice. Failing which the invoice shall be deemed valid and payable in accordance with this clause.
4.3. Yonda may, by way of written notice to the Customer, increase and/or adjust the Fees prior to any renewal period. Should the increase and/or adjustment not be accepted and/or acknowledged by the Customer within 30 days of receiving notice, it shall be deemed as accepted and implemented accordingly. Should the Customer, object to the increase and/or adjustment in Fees, this Agreement shall become terminable within 30 days in accordance with clause 11.1 below.
5. CONFIDENTIALITY AND NON-DISCLOSURE
5.1. In connection with this Agreement, each party (“Recipient”) may be exposed to or acquire Confidential Information from the other party (“Discloser”) or third parties to whom the Discloser has a duty of confidentiality. Confidential Information means any non-public information in any form and regardless of the method of acquisition that the Discloser designates as confidential to the Recipient or which, due to the nature of such information and/or under the circumstances surrounding disclosure ought to be treated as confidential by the Recipient. Confidential Information shall not include information that is (i) in or becomes part of the public domain, (ii) previously known by the Recipient (which must be demonstrable) without an obligation of confidentiality, (iii) independently developed by the Recipient without use of the Discloser’s Confidential Information and (iv) rightfully obtained by the Recipient from third parties without and obligation of confidentiality.
5.2. Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees, agents, consultants including without limitation to counsel, accountants and advisors (collectively “Representatives”). Representatives who need to know such information and who are bound by restrictions regarding disclosure and us of such information comparable to and no less restrictive than those set forth herein. Recipient shall take the same degree of care that it uses to protect its own confidential information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized us, disclosure, publication or dissemination of the Disclosers Confidential Information. Recipient shall promptly notify the Discloser of any breach of this Agreement if it becomes aware.
5.3. Recipient may disclose Discloser’s Confidential Information (i) to the extent required by applicable law or regulation or (ii) pursuant to a subpoena or order of the court or regulator, self-regulatory or legislative body of a competent jurisdiction or (iii) in connection with any regulatory report, audit, inquiry or (iv) where requested by a regulator with jurisdiction over the Recipient.In the event of such a required, Recipient shall notify the Discloser in writing or such request.
5.4. Upon the Discloser’s request, Recipient shall use reasonably commercial efforts to either return or destroy Confidential Information and any copies or extracts thereof. Recipient may retain any Confidential Information that (i) they are required require to keep for compliance purposes under a document retention policy or as required by law, regulatory or professional standards, (ii) have been created electronically pursuant to any disaster recovery, archiving, backup however that such Confidential Information shall remain subject to this Agreement.
6. INTELLECTUAL PROPERTY
6.1. The Customer acknowledges that all Intellectual Property rights in respect of the Services (including the Platform). Intellectual property means, copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation to, trade names, trademarks and service marks), know-how, trade secrets, author rights and/or all other intellectual property that may exist now and/or in the future.
7. DATA PRIVACY AND INFORMATION GATHERING
7.1. YONDA agrees that it shall comply with all applicable data privacy laws and regulations with respect to personal data processed by Yonda under this Agreement. Personal Data means any information relating to an identified or identifiable natural person. Without limiting the generality of this clause, Yonda agrees to use reasonable and appropriate technical, organisational and physical controls to protect personal data proceeded on behalf of the Customer from loss or destruction or unauthorised access, use or disclosure. Yonda agrees and understands that it may process personal data solely to provide the Services under this Agreement any associated Order Form.
7.2. Notwithstanding anything to contrary, Yonda shall have the right to contrary, Yonda through the Services, may gather, collect, collate, track and analyse data and information provided to it for the purposes of improving and enhancing the services and diagnostic and corrective services.
8. USE OF THIRD PARTIES
8.1. The Customer acknowledges that there may be instances where Yonda is required to provide certain Services by means of a third-party service provider or platform.
9.1. All warranties, conditions and other terms implied by statute or common law are excluded to the maximum extent permitted by law. Unless expressly provided, all Services are provided on an “as is” basis without any warranty of any kind. Yonda does not warrant or represent that the Services (including materials) will be free from inaccuracies, interruptions, delays, omission or errors (“Faults”). Yonda shall not be liable for any damages resulting from such Faults.
9.2. Customer understands that Yonda is, in certain respects, an aggregator and/or provider of information. This includes opinions and therefore does not amount to financial, tax advice or any other professional advice. Yonda shall not be liable for any damages resulting from this clause.
10. LIMITATION OF LIABILITY
10.1. In no event shall either Party be liable to the other party whether under contract, tort or negligence for any (a) indirect, incidental, punitive, consequential or special damages (including any damage to business reputation, lost profits or lost data) arising from this Agreement, or (b) loss of data or (c) loss or damage resulting from the inadequacy of security of data during transmission via public electronic communications, networks or facilities or (d) loss of profits even if such damages or losses in respect of (a)- (d) could have been foreseeable or not and whether such party is advice of the possibility of such damages.
10.2. Customer understands and agrees that Yonda may not audit and/or verify the information/data/documents provided to it by the Customer. Yonda is therefore not responsible for any rejection/s of the Customer’s tax returns together with any penalties or interest that stems therefrom.
10.3. Nothing in this Agreement shall exclude or limit either party´s liability for:
10.4. Neither Party will be liable for damages or failure to perform its obligation under this agreement due to circumstances that are beyond its reasonable control. If such circumstance cause material deficiencies in the Services and continue for more than thirty (30) days then, either Party may terminate the Agreement upon notice to the other Party.
10.5. Notwithstanding the provisions of this Agreement, Yonda’s entire liability whether in contract, tort (including negligence) in respect of any claims arising under this Agreement in any twelve (12) month period shall not exceed the value of Fees in the same twelve (12) year period.
11. TERMINATION AND ITS CONSEQUENCES
11.1. This Agreement shall commence from the date on which the Order Form is signed by the parties and either party may terminate this Agreement at any time without cause, which termination shall become effective upon sixty (60) days written notice to other party.
11.2. Either party may terminate this Agreement upon 30 days written notice of a material breach of this Agreement if the breach of this Agreement is not cured within a ten (10) day period.
12.1. By entering into this Agreement, the Parties confirm that they have not been involved in nor participated in and will not be involved nor participate at any time in any tax avoidance or evasion relating to Sales Tax or any other taxation matters. The Customer remains at all material times, responsible for any and all tax related affairs. Yonda cannot be held liable for the Customer’s failure to ensure compliance with this clause.
12.2. Except as expressly set forth in this Agreement, we make no express or implied warranties or representations with respect to the accuracy of the Services. Moreover, we make no representation that the operation of our platform will be uninterrupted or error-free, secure, free from viruses.
12.3. The Customer acknowledges that Yonda may not audit, review and/or verify the accuracy of the Customer data provided to it by the Customer. Yonda therefore cannot be held liable for any implications that stem therefrom
13.1. Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation shall (unless otherwise provided) be in writing and shall be sent by email only. Email notices from the Customer must be send to firstname.lastname@example.org
14.1. This Agreement constitutes the entire Agreement concluded between the Parties and this Agreement supersedes any arrangements, understandings, promises or agreements made or existing between the Parties prior to or simultaneously with this Agreement and constitutes the entire understanding between them.Except as otherwise provided in this Agreement, no addition, amendment or modification of this Agreement shall be effective unless it is in writing and signed by and on behalf of both parties.Neither Party has relied upon any statement, representation or warranty of any person other than as expressly set out in this Agreement but nothing in this Agreement shall limit or exclude either party’s liability for fraud.
14.2. This Agreement shall be governed by and construed in accordance with the Law of England and Wales and the parties submit to the non-exclusive jurisdiction of the Courts of England and Wales.
14.3. If any provision or part provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of this Agreement.
14.4. If any provision or part provision of this Agreement is deemed deleted under the above clauses, the Parties shall negotiate in good faith to agree to a replacement provision that, to the greatest extent possible achieves the intended commercial result of the original provision.
14.5. Failure or neglect by either Party to enforce at any time any of the provisions of this Agreement shall not be construed to be a waiver by either Party of those rights nor in any way affect the validity of the whole or any part of this Agreement nor prejudice either parties’ rights to take subsequent action.
14.6. The Agreement is binding when the Order From is countersigned by the Customer. This Agreement may be executed in any number of counterparts, each of which, when executed, shall constitute a duplicate original, but all the counterparts shall together constitute one agreement. However, no counterpart shall be effective until each Party has executed at least one counterpart.