TaxPay Platform Terms of Service (“Terms of Service”). In consideration of and subject to the mutual obligations agreed below, Desucla is contracting with the Merchant to provide Services as described herein, and as updated from time to time.

Merchant further acknowledges, agrees and provides all necessary consents to the processing of its Personal Data as provided by the Desucla Privacy Policy at https://www.desucla.com/privacy-policy/

1. Summary

1. Desucla provides Services to the Merchant via the TaxPay Platform pursuant to these Terms of Service. 

2. By logging into, and using the TaxPay Platform, the Merchant hereby appoints Desucla to provide the Services in its own name as an agent of the Merchant. All underlying payment processing is provided by Desucla’s Account Providers. The Services form part of and are ancillary to a wider range of services (subject to their own terms) provided by Desucla to the Merchant. 

3. Notwithstanding the Merchant’s agreement to these Terms of Service, the provision of Services by Desucla is subject to the Merchant providing, in the requested form and with the requested formalities, all documents and information required by Desucla for know your client (“KYC”), Anti-Money Laundering (“AML”), compliance or other statutory purposes and also to comply with Desucla’s administrative and risk assessment procedures and with the Account Providers’ requirements. The Merchant accepts that Desucla may require the Merchant to provide Desucla with additional information and documents from time to time, including in relation to the source of any Merchant Funds or the purpose of any proposed payments. Such checks may be repeated as required by (i) any Applicable Laws, (ii) the Account Provider or any intermediary bank or payment provider or (iii) Desucla policy, prior to the execution of Trades or provision of any Services. Desucla may conduct searches on the Merchant, its directors, shareholders and any Users of the TaxPay Platform through an identity referencing agency and through other sources of information and use scoring methods to verify the Merchant’s identity.

4. Desucla may update these Terms of Service from time to time and may change the content at any time. Merchant must review these Terms of Service periodically and ensure that it is familiar with the latest version. The most recent version of these Terms of Service shall be available on Desucla’s website and every time that a User logs on to the TaxPay Platform the Merchant shall be deemed to accept the most recent version of the Terms of Service then available. 

2. Desucla Obligations

1. Desucla grants to the Merchant a non-transferable, non-exclusive, revocable licence, on these Terms of Service, for Merchant’s Users to access the TaxPay Platform to facilitate the payment, on behalf of the Merchant, of Taxes due to Beneficiaries in various jurisdictions in local Settlement Currencies as applicable. The licence is granted under this clause for the period from the Merchant’s acceptance of these Terms of Service until Merchant’s access to the TaxPay Platform is terminated in accordance with clause 8 below.

2. Desucla will provide a unique username and password to allow access to the TaxPay Platform to the Merchant and its Users.

3. Desucla shall provide the Merchant with details of the Bank Account for receipt of any Merchant Funds in the Receiving Currency. This may include allocation of an individual virtual IBAN to the Merchant.

4. Subject to these Terms of Service, Desucla shall provide the Merchant access to view the balance of the Merchant Funds held in the Bank Account and the Merchant’s historic transaction record via the TaxPay Platform.

5. In relation to any proposed Trade, the TaxPay Platform will display the Transaction Amount representing the amount in the Receiving Currency to be debited from the Merchant Funds contained in the Bank Account in order to execute the relevant Tax Payment in the relevant Settlement Currency. The Transaction Amount for each Trade will be displayed in the TaxPay Platform before the Merchant Confirms a Trade.

6. Execution of any Trade involving foreign exchange is subject to prevailing market rates available to Desucla at the time of Confirmation. Due to the operation of the TaxPay Platform, it is not possible to cancel or amend a Trade for which a Merchant has submitted a relevant Confirmation. 

7. If the Merchant has sufficient Merchant Funds in the Bank Account to execute a Trade, the Merchant will be invited to submit a Confirmation in respect of that Trade. Following a Confirmation in respect of a Trade, Desucla shall liaise with its Account Provider to reserve the required amount of the Settlement Currency. 

8. If the Merchant has insufficient Merchant Funds in the Bank Account to execute a Trade, the TaxPay Platform will nominate the minimum amount of Merchant Funds to be transferred into the Bank Account by the Merchant. 

9. Subject to delays outside of its reasonable control, including but not limited to any delays caused by the Account Provider’s action or omission or the requirements of any Beneficiary as to timing and receipt of funds, Desucla shall use reasonable endeavours to promptly make onward payment to each Beneficiary following (i) receipt of required Merchant Funds from the Merchant and (ii) Confirmation of each relevant Trade. Once a payment has been effected, Desucla shall notify the Merchant via the TaxPay Platform. 

10. Following execution of a Trade, any excess Merchant Funds will be held by Desucla to the order of the Merchant in the Bank Account in the Receiving Currency and will be displayed as available Merchant Funds on the TaxPay Platform pending future Trades for the Merchant.

11. Desucla will, using Good Industry Practice, make onward payments to the Beneficiary(s) in such jurisdictions as the Parties may agree from time to time from Merchant Funds in respect of Confirmed Trades, subject to the Merchant’s compliance with its obligations pursuant to these Terms of Service. 

12. In some circumstances intermediaries (such as correspondent banks) may be involved in an international payment and they or the Beneficiary bank may deduct Intermediary Fees. Desucla will use reasonable efforts to structure payment flows so as to avoid Intermediary Fees, however where such Intermediary Fees cannot be avoided or anticipated, the Merchant agrees to be liable for such Intermediary Fees which will be payable as part of relevant Transaction Amounts. Desucla will not under any circumstances be liable for any direct or indirect losses that result from intermediary, correspondent or receiving bank or any other third party fees or charges. 

13. If Desucla receives funds from the Merchant, or for the Merchant, in a currency denomination other than the Receiving Currency, the Account Provider will convert the funds to the Receiving Currency at the Account Provider’s available spot rate and the Merchant may be charged a fee representing the actual costs incurred by Desucla as a result which will be deducted from any such funds received. The Receiving Currency funds net of any such fees will then be credited to the Bank Account as Merchant Funds.

Returned Payments

14. Due to factors beyond Desucla’s control, certain payments of Transaction Amounts to Beneficiaries may not be completed or executed by the Account Provider, an intermediary bank or the relevant receiving bank, resulting in the relevant funds being returned to Desucla (a “Returned Payment Amount”). Desucla shall manage any Returned Payment Amounts as follows:

Desucla shall provide notice to the Merchant of any Returned Payment Amount that cannot be processed in accordance with the relevant Confirmation.

15. Desucla will not pay interest on Merchant Funds held in the Bank Account and Desucla may retain and deduct, for its own benefit, any interest which accrues from Merchant Funds held in the Bank Account.

16. Unless there is a Termination event, all Merchant Funds held on behalf of the Merchant in the Bank Account can only be used for Tax Payments to Beneficiaries and will not be returned or refunded to the Merchant.

17. Desucla may in its reasonable discretion refuse to provide Services to the Merchant, for example where this would put Desucla in breach of existing agreements with third parties or Desucla’s obligations under any Applicable Laws. Desucla shall inform Merchant through the TaxPay Platform of any such refusal (unless such notification is prohibited by Applicable Law). Desucla reserves the right, to be exercised reasonably, to suspend the Services in respect of the Merchant’s future Trades where no Tax Payment has yet been Confirmed provided that Desucla notifies the Merchant of such suspension.

3. Merchant Obligations

1. The Merchant appoints Desucla to (a) make certain Tax Payments in respect of the Merchant’s Tax liabilities owed to relevant Beneficiaries; and (b) process and retain documentation and records associated with such payments. Further:

i. Where relevant, the Merchant shall nominate a Tax Agent(s) and will set the delegated authorities of all authorised Users and Tax Agents within the TaxPay Platform. 

ii. From time to time, the Merchant may provide Desucla with delegated authority to establish and execute a Tax Payment on behalf of the Merchant, subject to the Merchant holding sufficient Merchant Funds in the Bank Account.

iii. The Merchant shall nominate account details of all Beneficiaries within the TaxPay Platform. The Merchant shall be responsible for the accuracy of all Beneficiary account details and Desucla shall have no obligation to verify or otherwise confirm the validity of any such Beneficiary account details.

iv. The Merchant and, where applicable, the Tax Agent and named representatives, shall input, the amounts of any Tax Payments required via the TaxPay Platform as required. 

v. The Merchant is fully liable for the Confirmation and all Tax calculations and updates to Tax paperwork and otherwise that it makes or that are made on its behalf prior to the Merchant instructing Desucla to make any payments. Desucla has no obligation to check such calculations, or the Confirmation received. Desucla has no obligation in respect of and cannot verify any calculations by the Account Provider.

2. The Merchant shall, and shall procure that its Tax Agent(s) shall:

provide promptly in the TaxPay Platform all data, documents and information which Desucla and/or the Beneficiary considers are required to support the delivery of the Service, or by law, to enable Desucla to duly perform the Services and make any Tax Payment.

3. The Merchant shall input Tax Payment details in the TaxPay Platform and shall append a relevant proof of demand to the Trade record in the TaxPay Platform. If a Merchant fails to append any relevant proof of demand in respect of a Trade, Desucla may be unable to execute any relevant payments and Desucla will bear no responsibility in relation to any such delays in payment.

4. The Merchant will provide cleared funds in respect of any Tax Payment in the Receiving Currency for payment of Tax into the agreed Bank Account(s). Unless otherwise permitted by Desucla, the account from which the Merchant uploads funds to the TaxPay Bank Account must be in the name of the Merchant’s business. The Merchant must not receive funds from third parties to the TaxPay Bank Account. If Desucla is unable to independently verify the source of any purported Merchant Funds in the Bank Account then Desucla may, subject to its obligations under all Applicable Laws, return any such funds to the relevant source (after deducting (i) any applicable transaction fees that would otherwise be payable by Desucla and (ii) any other costs incurred by Desucla).

5. Unless directed otherwise, the Merchant shall pay the Transaction Amount and any other amounts payable under these Terms of Service to the Bank Account by electronic transfer in full and without set-off, counterclaim, deduction or withholding (other than as required by law). When the Merchant uploads funds to the TaxPay Bank Account, the Account Provider will issue Desucla with electronic money for equivalent value in the relevant Receiving Currency. The Merchant acknowledges and accepts that electronic money is not covered by any relevant statutory deposit guarantee scheme of the Account Provider’s jurisdiction and the financial position of the Account Provider is beyond Desucla’s reasonable control.

6. The Merchant is solely responsible for ensuring that payments into the Bank Account are made safely, securely and cleared before the applicable deadlines for the payment of taxes to the relevant Beneficiaries. It shall be the Merchant’s responsibility to ensure that Tax Due Dates reflect local time zones when setting Trades.

Manual Confirmations

7. The Merchant shall manually Confirm all Trades on the TaxPay Platform other than where the Merchant elects for one of more Trades to be Confirmed by Automatic Confirmation under paragraphs 9 to12 below. 

8. Subject to sufficient Merchant Funds being held in the Bank Account by the Merchant, the Merchant shall submit Confirmation of a Manual Trade in the TaxPay Platform. The Merchant may only manually Confirm a Trade after it pays the Transaction Amount to the Bank Account, i.e. subject to sufficient available Merchant Funds being held in the Bank Account for the Merchant to allow for the relevant Transaction Amount to be deducted from Merchant Funds.

Automatic Confirmations

9. The Merchant may elect, via the TaxPay Platform, for a Trade or series of Trades to be Confirmed by Automatic Confirmation.

10. If the Merchant elects for one or more Trades to be Confirmed by Automatic Confirmation, the TaxPay Platform will indicate to the Merchant the amount of Merchant Funds (the “Top Up Amount”) required to be transferred into the Bank Account in order to execute the Trade(s). The Merchant can elect to allocate some or all of its Merchant Funds currently in the Bank Account to any such Trades, and the Top Up Amount indicated on the Platform will be adjusted accordingly.

11. If the Merchant subsequently transfers the Top Up Amount into the Bank Account, then the relevant Trade(s) shall be deemed to be Confirmed provided that there are sufficient Merchant Funds in the Bank Account to execute those Trade(s) under the then prevailing foreign exchange rates available on the TaxPay Platform. 

12. If the Merchant subsequently transfers the Top Up Amount into the Bank Account and, under the then prevailing foreign exchange rates available on the TaxPay Platform, there are insufficient Merchant Funds available to execute all relevant Trades, then the TaxPay Platform will determine which (if any) Trades may be completed using the relevant Merchant Funds available by executing Trades in the sequence specified by the Merchant at the time of calculation of the Top Up Amount. Any such Trades for which there are sufficient Merchant Funds available shall be deemed to have been Confirmed by Automatic Confirmation and shall be executed by Desucla in order of Tax Due Date priority until there are insufficient Merchant Funds available to make any relevant Trades. Any Merchant Funds not utilised in this manner shall be retained in the Bank Account in the name of the Merchant and shall be made available for future Trades.

Trades – Miscellaneous 

13. The Merchant shall further append other relevant documents and data to the transaction record in the TaxPay Platform, including all documentation requested by Desucla evidencing the relevant Tax assessment or Tax return relating to a payment.

14. By utilising the TaxPay Platform Merchant confirms that it is using the Services for its own Tax Payment (and no other) purposes and not for the business activities of any third party. Merchant also confirms that it is not engaged in any Prohibited Activities as listed in Schedule 2 attached to these Terms of Service.

15. The Merchant shall be liable for all acts and omissions of its employees, officers and subcontractors including the Tax Agent and any other relevant agents, Users and other persons. It shall ensure that TaxPay Platform unique usernames and passwords are protected and not shared, save as strictly necessary for the Merchant to access the Services. It shall procure the full adherence by its Users to the TaxPay Platform Terms of Use on the website. 

16. The Merchant shall reimburse all damages, costs, penalties, fees and other losses imposed by courts, Tax or regulatory authorities on Desucla as a result of any late payment or underpayment of Tax by the Merchant or any other breach by the Merchant of these Terms of Service. The Merchant shall also reimburse all damages, costs, penalties, fees and other losses imposed by the Account Partner or other third-party suppliers on Desucla as a result of any breach by the Merchant of these Terms of Service.

17. If the Merchant in good faith believes it has a right of dispute in respect of a Trade, it shall notify Desucla in writing with details of the dispute in any event within 5 Business Days of the applicable Trade. The Merchant shall be deemed to have waived any and all rights to dispute a Confirmed Trade if the Merchant does not give notice of a dispute under this clause within 5 Business Days of the Confirmation of the applicable Trade. The Parties shall use best endeavours to resolve the dispute amicably and promptly, escalating the matter to each Party’s executives as necessary. 

4. Appointment of Third Parties

Third Parties generally

1. The Merchant shall be solely responsible for the work and fees of Users and any other party engaged by it to provide services in connection with the Merchant’s payment of any tax or the Services regardless of whether such party was introduced to the Merchant by Desucla. 

2. Desucla is not responsible for providing or reviewing the advice or services of any Tax Agent or other third party, including advice as to legal, regulatory, accounting or taxation matters.

Tax Agents

3. If the Merchant appoints a Tax Agent or other representative as a User, Desucla shall have no duty to enquire as to the authority of that User to make Trades, input Confirmations or change any other Merchant or User settings on the TaxPay Platform. Desucla shall be entitled to rely on all instructions received from a Tax Agent or other representative in accordance with the permission settings for that User on the TaxPay Platform as allocated during the Merchant onboarding process or subsequently. If the Merchant chooses to delegate its use of the TaxPay Platform to a Tax Agent or other representative, including the set-up of any User permissions or inputting of any Trades or Confirmations, Desucla shall not be responsible for any losses caused as a result of any such Trade instructions or Confirmations inputted into the TaxPay Platform in accordance with the permission settings for the relevant User.

5. Fees 

1. Merchant shall pay to Desucla in consideration for the Services and subject to these Terms of Service certain fees and charges applicable to each Trade which are included within and form part of the Transaction Amount for that Trade as displayed on the TaxPay Platform. Any such fees applicable under these Terms of Service do not include VAT or other government charges, and if applicable such taxes will be added to those fees and become payable as part of the Transaction Amount in respect of any relevant Trade. 

2. Desucla has a right of set off and counterclaim against cleared funds to be paid for all outstanding fees and outstanding liabilities which are due under any agreement between the Parties pursuant to these Terms of Service or otherwise. If any fees are due and owing to Desucla pursuant to these Terms of Service, other than because Desucla is in Material Breach of the Terms of Service, it may suspend its provisions of the Services following written notice but without any liability to Merchant for any cause of action. Further, Desucla may deduct any unpaid fees (or any other overdue amount to be reimbursed by Merchant to Desucla under these Terms of Service) from the balance held by the Merchant in the TaxPay Bank Account by notifying the Merchant of such deduction.

6. Warranties 

1. Desucla represents, warrants and covenants that:

(i)            It shall perform the Services in a timely, professional and competent manner and in accordance with Good Industry Practice prevailing among providers of similar services. However, Desucla is not a provider of Tax, legal or other advice and does not make Tax calculations on the Merchant’s behalf and is not responsible for calculating or nominating Tax Due Dates;

(ii)           Its use of any API and of any Account Provider to provide Services to the Merchant shall be in accordance with Applicable Laws; and

(iii)          It shall comply with current data security requirements in accordance with GDPR and its UK equivalent, Data Protection Act 2018 as amended from time to time and comply with its published privacy policy at: https://www.desucla.com/privacy-policy/. Merchant is responsible for obtaining all necessary consents in respect of the personal data which it provides to Desucla pursuant to Merchant’s use of the TaxPay Platform. 

2. Desucla’s liability is limited as these Terms of Service expressly provide. Desucla provides the Services and the TaxPay Platform on an "as is" and "as available" basis and expressly disclaims, to the maximum extent permitted by Applicable Laws, any and all representations and warranties, express, implied or statutory, as to merchantability, fitness for a particular purpose, system integration and data accuracy in respect of the TaxPay Platform or otherwise.

3. Each Party warrants and represents to the other Party that:

(i) it shall carry out and perform its obligations under these Terms of Service in full compliance with Applicable Laws, and obtain all necessary consents including in respect of data protection;

(ii) it has the power to enter into and to fully perform these Terms of Service and the performance of any of its obligations under these Terms of Service does not and will not infringe upon the rights of any person including the other Party (including in respect of IPRs).

4. Desucla specifically does not warrant or guarantee (i) that the TaxPay Platform or any host services or any portion thereof will be free of infection by viruses, or anything else manifesting contaminating or destructive properties, or (ii) that the functions performed by the TaxPay Platform, any Account Provider or any host services or third party supplier platforms will be uninterrupted or error-free or that defects in the TaxPay Platform or any host services will be corrected. It is Merchant’s sole responsibility to execute anti-contamination/virus software and otherwise take steps to ensure that the TaxPay Platform and any host services, if contaminated or infected, will not damage Merchant’s information or systems.

5. Each Party acknowledges and agrees that Desucla accepts no liability, provides no warranties and makes no representation in respect of services provided by Account Providers and third party suppliers, nor in respect of services other than these Tax Payment Services. No liability is accepted for delays caused by Account Providers or other matters outside of Desucla’s reasonable direct control.

6. The Merchant represents and warrants to Desucla that all Users which are given access to a Merchant account with the ability to make Confirmations within the TaxPay Platform are duly authorised to Confirm Trades on behalf of the Merchant. Desucla shall have no obligation to verify the authority given to Users by the Merchant and shall be entitled to rely on the validity of all Confirmations made by any such User in accordance with that User’s account permissions as set by the Merchant on the TaxPay Platform.

7. The Merchant represents and warrants to Desucla that:

(i) it is a corporation or other legal person validly existing under the laws of its jurisdiction of incorporation; and 

(ii) it shall use the TaxPay Platform and make provision of the Services solely for the payment of its own (or of its Merchant Group Companies’) Tax obligations.

7. Limitation of Liability

1. Nothing in these Terms of Service will exclude or limit: either Party’s liability (i) for death or personal injury caused by such Party’s negligence or the negligence of such Party's employees, agents or sub-contractors (ii) for fraud or fraudulent misrepresentation (iii) for gross negligence; or (iv) for any other liability that cannot be excluded or limited by Applicable Law.

2. Desucla is not liable to the Merchant or any third party for any incidental, indirect, consequential, punitive, exemplary, lost profits or special damages, even if Desucla has been advised of the possibility of such damages and even if such damages are reasonably foreseeable.

3. Desucla’s total liability in respect of any obligation to be performed under of in connection with these Terms of Service in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms of Service will be limited to the amount of EUR25,000 (Twenty Five Thousand).

4.   Desucla is not liable for and cannot verify nor guarantee the accuracy, authenticity, reliability, appropriateness, or completeness of any and all information and data that is provided by the Account Provider and made available to the Merchant through the TaxPay Platform (including but not limited to, where applicable, any underlying foreign exchange rates for the calculation of Transaction Amounts) as those are beyond Desucla’s reasonable control.

5. The Merchant shall be exclusively liable for its Tax liabilities and obligations. It fully indemnifies Desucla and any of its officers, personnel, agents, shareholders and affiliates against all Tax liabilities in respect of any Tax payable by the Merchant (or any of its affiliates) and any relevant penalties, costs, charges and claims in connection with any such Taxes (“Merchant Tax Claims”).

6. Provided that Desucla shall in all events exercise due diligence and promptly implement any business continuity plan, Desucla is not liable for any (A) Merchant Tax Claims or (B) any delays or failure to provide the Services due to factors beyond its reasonable control, including:

(i) non-availability of the TaxPay Platform;

(ii) where Merchant has breached these Terms of Service;

(iii) Delays or mistakes made by or on behalf of Merchant in: (a) Trades entered or Confirmed by Merchant, (b) submission paperwork required by a Beneficiary, (c) Tax Due Dates (d) Confirmations, (e) Beneficiary supporting documentation or (f) failure to complete any part of the process (including a failure to upload any required supporting documentation) to enable a Tax Payment to be fully processed/actioned  to the extent, in all cases, that such delays or mistakes delay or impede the provision of Services;

(iv) onward payment delays with a Beneficiary receiving funds; 

(v) Late, partial or cancelled payments by or on behalf of the Merchant into the Bank Account of the Transaction Amount by the Settlement Date; 

(vi) Trades where the Confirmation Date is less than 5 Business Days before the Tax Due Date;

(vii) Incomplete Transaction Amounts being paid into the Bank Account by the Settlement Date to the extent that Desucla is unable to make even a partial payment to the Beneficiary as a result;

(viii) Account Provider delays caused by regulatory conditions/requirements in any transitory country for example Anti Money Laundering requirements, Know Your Customer requirements or regulatory impositions that restrict the flow of funds to the required payee; 

(ix) Suspension of the Bank Account by the Account Provider or cancellation of a Trade by the Account Provider in accordance with its terms of service;

(x) Foreign Exchange controls imposed by governments or their nominated agencies that prevent the execution of Trades between set currencies; 

(xi) Suspension of service due to actual or reasonably believed malicious or fraudulent activity on the platform by Merchant or third parties that causes or requires forensic review, stabilisation and/or recovery activity;

(xii) Suspension of Services during targeted and maintained cyber security events that require the Services to be suspended or delayed to protect funds;

(xiii) Regulatory or compliance demands to suspend or limit the Services offered to Merchant for legally enforceable events (such as may be defined now or in the future); 

(xiv) Account Provider cancellation of a Trade in accordance with its terms of service; 

(xv) Force Majeure Events including but not limited to natural disasters (such as earthquakes, floods, or hurricanes), acts of war or terrorism, civil disturbances, governmental actions, strikes, lockouts, pandemics, or other significant disruptions to financial or foreign exchange markets; or 

(xvi) any Trades or other transactions which result from unauthorised access to the TaxPay Platform arising from or in connection with a Merchant or User failing to maintain security of login details including passwords, user identifiers and any other login information.

7. Desucla is not liable for, and Merchant shall indemnify Desucla, its officers, personnel, agents and affiliates, for all damages, penalties, claims and losses due to, any fees, penalties, interest and other charges assessed by a Tax or other regulatory authority or otherwise due to a partial, late or missed filing resulting from the Merchant’s failure to provide any required information (including any proof of demand from a Tax authority) or timely approval of a Tax return, or due to a partial, late or missed Tax obligation or other payment owed by the Merchant or other breach by the Merchant of these Terms of Service. It is agreed that each of Desucla’s members, employees and agents will have the right to enforce this paragraph pursuant to the Contracts (Rights of Third Parties) Act 1999.

8. To the extent permitted by Applicable Law, the Merchant hereby waives any and all rights to bring any claim or action under these Terms of Service beyond three (3) months from the first occurrence of the act, event, condition or commission on which such claim or action is based.

9. These Terms of Service are with Desucla and not with any of its members, employees or agents and accordingly the Merchant agrees not to bring any claim in respect of loss or damage suffered by the Merchant arising out of or in connection with the TaxPay Platform or these Terms of Service against any of Desucla’s members, employees or agents even where members, employees or agents have been negligent. This restriction will not operate to exclude any liability which cannot be excluded at law or to exclude the liability of Desucla for the acts of any of its members, employees or agents. It is agreed that each of Desucla’s members, employees and agents will have the right to enforce this paragraph pursuant to the Contracts (Rights of Third Parties) Act 1999.  

8. Termination

1. The Merchant may terminate its access to the Tax Pay Platform at any time by contacting Desucla support and following the instructions provided. Termination will be on not less than 14 days’ notice and subject to any previously Confirmed Trades, which cannot be cancelled.

2. Desucla may in its absolute discretion, without prejudice to its rights, suspend the Services or terminate access to the TaxPay Platform immediately on notice through the TaxPay Platform if: (i) it does not receive promptly all materials, information and data reasonably requested; (ii) the Merchant is in breach of these Terms of Service or any of its Users are materially in breach of the TaxPay Platform Terms of Use; (iii) where this would put Desucla in breach of existing agreements or legal obligations or it considers itself unable to provide the Services for the Merchant; (iv) Where the Merchant is or Desucla believes that it may be (or will be) in breach of any of its Tax obligations or of any relevant tax law or regulation; (iv) Desucla suspects that the Merchant or its business is involved in fraudulent activity; (v) by commencing or continuing the provision of the Services to the Merchant, Desucla would be in breach of the Account Provider’s, Desucla’s or any other third party supplier’s service terms and conditions; (vi) The Merchant becomes insolvent or goes into either compulsory or voluntary liquidation (except for the purpose of solvent reconstruction) or if a receiver, administrative receiver or administrator is appointed in respect of the whole or any part of the Merchant’s assets or if it makes an assignment for the benefit of its creditors generally or threaten to do any of these things or any similar event occurs in any other jurisdiction and/or the Merchant is unable substantially to fulfil all of its obligations pursuant to these Terms of Service. The right to suspend shall not operate as a waiver of Desucla’s rights. 

3. Desucla may in its absolute discretion, terminate the Merchant’s access to the TaxPay Platform (a) for a remediable Material Breach by the Merchant if it fails to remedy such breach within 30 days of written notice to remedy; or (b) for an irremediable Material Breach without notice. A breach of the Desucla’s Confidential Information, IPR or data privacy by the Merchant shall be deemed an irremediable Material Breach. 

4. Consequences of termination for any reason: (a) Access to the TaxPay Platform by the Merchant and its Tax Agent and other Users shall cease (other than in respect of Merchant’s ability to access its own transaction records on a read only basis for a period of 30 days following termination); (b) any Merchant Funds held in the Bank Account i) which are not due to be paid to a Beneficiary in respect of a Confirmed Trade shall be repaid to the Merchant after deduction of all relevant Desucla fees, and any costs including Intermediary Fees (subject always to Desucla’s obligations pursuant to any Applicable Laws and all relevant AML, KYC and other confirmatory verification required by Desucla in its reasonable discretion); and ii) which are due to be paid pursuant to Confirmed Trades shall be paid as Tax after deduction of any Desucla Fees and Intermediary Fees due, and as a partial payment of Tax due only where funds are insufficient to meet the full Tax liability; (c) Desucla shall certify destruction of any Merchant Confidential Information, save as it deems necessary for its legitimate purposes; it may retain one archival copy of all relevant materials; (d) Desucla shall stop all work immediately on the effective date of termination.

Regardless of the terminating party, all fees and expenses incurred by Desucla through to the effective date of termination will continue to be payable promptly. Termination will not affect any of the rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms of Service which existed at or before the date of termination. Desucla shall in all cases be entitled to maintain transaction records and KYC and AML documentation as required by Applicable Law, relevant KYC or AML regulation or practice, or in accordance with the requirements of any Account Provider.

9. Merchant Group Companies

Where the Merchant or any of its Users are utilising the TaxPay Platform on behalf of a Merchant Group Company, that Merchant Group Company shall be bound by these Terms of Service on the same basis as such terms apply to the Merchant.

10. Additional Provisions:

A. Data and Intellectual Property Rights: 1. Tax documentation shall be processed and retained by Desucla for the purposes of complying with its professional and contractual obligations and thereafter for legitimate purposes as it reasonably deems necessary. 2. The Parties shall be entitled to retain a copy of these Terms of Service and connected materials for the purpose of possible statutory inspections and controls and to share the Terms of Service as necessary on a need to know basis with third parties as evidence of the Services. 3. Each Party undertakes that it will not at any time disclose to any person any Confidential Information concerning the business or tax affairs or suppliers of the other Party, except as permitted by these Terms of Service. 4. The Merchant materials and data are its IP including Confidential Information and may not be made available to third parties save as the Services require. This data may include Personal Data as defined in the UK Data Protection Act 2018 as amended from time to time, in which case it shall be subject to appropriate technical and organisational measures to be processed securely by Desucla. The Merchant hereby consents to the transfer of such Personal Data to the jurisdiction as the Services require. A data processing agreement providing for the UK standard clauses for transfers of Personal Data outside of the UK or EEA is available as to be found at: https://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf.  5. All Desucla materials, including logos, trademarks, graphics, designs, software, the TaxPay Platform including pages, screens, information and material and other copyright material and IPRs, are owned by and shall remain the exclusive property of Desucla. Desucla hereby grants to the Merchant and its authorised Tax Agent a nonexclusive, non-transferable, non-sub-licensable, revocable, limited licence to access and use the TaxPay Platform solely in connection with these Terms of Service. 6. Desucla may disable any login or password, whether chosen by the Merchant or allocated by Desucla, at any time, for security reasons or if it believes that the Merchant has failed to comply with any of the provisions contained in these Terms of Service or the TaxPay Platform Terms of Use at https://www.desucla.com/terms-condition/. 

B. Confidential Information. 1. Each Party as “Recipient” of confidential information disclosed by the other Party (“Discloser”) shall only be used for the purposes of the Services under the Terms of Service. Except as provided below, a Recipient will not disclose Discloser’s Confidential Information to any third party without Discloser’s consent. Confidential information shall not include information that a) is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause B; b) is acquired from a third party who, to the Recipient’s knowledge, owes no obligation of confidence in respect of the information; or c) is or has been independently developed by the Recipient. 2. Notwithstanding Clause B1. Above, Recipient will be entitled to disclose Confidential Information of the other to a third party: a) to the extent that this is allowed by the Terms of Service for a particular jurisdiction. This is to enable prompt information exchange relating to the VAT and related Tax liabilities of the Merchant; b) where Confidential Information is required by a third party as part of a valid legal process (including requests from Tax authorities), provided that (and without breaching any legal or regulatory requirement) where reasonably practicable not less than 2 Business Days’ notice in writing is first given to the Discloser; c) Desucla may disclose any information referred to in this Clause B to any other Desucla entity and may keep one archival set of the Merchant papers (in hard or copy or both) from the Services, including working papers containing or reflecting Confidential Information, in accordance with Desucla’s professional standards, internal policies and local legal requirements. 3. The Merchant grants to Desucla the right to use its name and logo in any PR and marketing, social media or published material, including on the Desucla website, for the purposes of identifying including naming the Merchant as a client of Desucla. Desucla’s Account Provider details are Desucla’s Confidential Information. Desucla will not be required to disclose to the Merchant the name or other details of Account Providers or the terms of the agreements which Desucla concludes with Account Providers.

C. Complete Agreement: These Terms of Service (and the TaxPay Platform Terms of Use) represent the entire agreement of the Parties with respect to usage of the TaxPay Platform and (i) contain all covenants, representations and warranties of the Parties with respect to the Services and (ii) supersedes any prior agreement and contemporaneous oral agreements of the Parties concerning their subject matter. 

D. Amendments: Desucla may update these Terms of Service. No amendment or modification of these Terms of Service shall be binding on Desucla unless it is in writing and is signed by each of the Parties, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void. No waiver of any rights hereunder shall be binding on any Party hereto unless such waiver is in writing and signed by the Party against whom enforcement is sought. 

E. Severability: If any term or provision set forth in these Terms of Service shall be invalid or unenforceable, the remainder of the Terms of Service shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

F. Governing Law: The Terms of Service are governed by the laws of the United Kingdom and the Parties hereby submit to the exclusive jurisdiction of the Courts of the United Kingdom without giving effect to any choice of law principles or provisions relating to conflicts of laws that would require the laws of another jurisdiction to apply.  

G. Survival: Following termination, the Parties shall have no further obligations or rights under the Terms of Service other than certain clauses which by their nature should survive, including clauses 3.6, 5, and 7 which shall survive any termination.

H. Third Party Rights: Other than as set out in clause 7 above, a person who is not a party to these Terms of Service has no right to rely upon or enforce any term of the Terms of Service pursuant to the Contracts (Rights of Third Parties) Act 1999 and neither Party can enforce its rights directly against third parties, but this does not affect any statutory or regulatory right or remedy of a third party which exists or is available to it.

I. No Partnership: The Parties are independent contractors, and no agency, partnership, joint venture, or employment is created as a result of the Terms of Service or use of the TaxPay Platform. The Terms of Service do not constitute an employee hiring or offer of employment by either Party. It is the Parties’ intention that Desucla shall have an independent contractor status and no Desucla personnel or affiliates shall be an employee of the Merchant for any purposes. 

J. Notices. All notices by either Party to the other shall be in writing and deemed delivered 2 Business Days after first class post or delivered by email where a read receipt is obtained. Notice may generally be by the TaxPay Platform.

K. Compliance. Desucla staff are required to report all knowledge or suspicion of, or reasonable grounds to know or suspect that, a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offence has been committed by the Merchant or by a third party. Due to the restrictions imposed by these types of provisions, Desucla may be prevented from discussing such matters with the Merchants or even from carrying on an engagement. The Parties shall: (a) avoid deceptive, misleading or unethical practices that are, or might be, detrimental to the other Party, the Services or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to the other Party or the Services; (b) not on-supply the Services to any person or entities based in territories in which the sale, provision and/or use of the Services would be illegal; (c) comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“ABC Requirements”); (d) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (e) have and shall maintain in place throughout the Term  its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the ABC Requirements, and will enforce them where appropriate; (f) upon request, certify to the other Party in writing, signed by an officer of the Party, compliance with this clause by the Party and all persons associated with it and all other persons for whom the Party is responsible. The Party shall provide such supporting evidence of compliance as the other Party may reasonably request; and (g) the Party shall ensure that any person associated with the Party who is performing services or providing goods in connection with the Terms of Service does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Party in this clause (“ABC Terms”). The Party shall in all circumstances be responsible for the observance and performance by such persons of the ABC Terms and shall in all circumstances be directly liable to the other Party for any breach by such persons of any of the ABC Terms however arising; (h) in performing its obligations under the Terms of Service, Desucla will: i) comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including but not limited to the Modern Slavery Act 2015; ii) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in the UK; and iii) promptly report to the Merchant any actual or suspected slavery or human trafficking in Desucla’s supply chain which has a connection with the Services. Desucla will certify to the Merchant on request at any time, in writing signed by an officer of Desucla, compliance with this Clause K. by Desucla and all persons associated with it under Clause K. Desucla will provide such supporting evidence of compliance as the Merchant may reasonably request. Where Freedom of Information Act 2000 (“FIA”) applies, the Merchant agrees to notify Desucla immediately and prior to disclosure of any request under the FIA for disclosure of any information which includes information provided by Desucla to the Merchant. Regulated activities: Where any of the Services amount to “regulated activities” Desucla shall inform the Merchant and set out the implications such Services or elsewhere in writing. Desucla reserves the right to revise the Terms of Service, including replacing Desucla with another member of the Desucla group and may also issue additional terms including provisions referable to “regulated activities”.

L. Sub-contracting/Assignment. 1. The Merchant may not assign its rights under the Terms of Service without Desucla’s prior written consent. 2. Desucla may subcontract the Services at it deems necessary. It shall subcontract processing of Tax Payments to its Account Provider. Desucla accepts no liability for and makes no representations or warranties in respect of the use of the Account Provider to support the Services.

M. Complaints. Desucla strives to provide the highest quality service. If at any time the Merchant is unhappy with the Service, please do not hesitate to contact [email protected].  In the event that the Merchant has a complaint in respect of the performance by Desucla of the Services, without prejudice to any other remedy available under the Terms of Service, the Merchant will be entitled to have access to the complaints handling procedure, a written copy of which is available on request.

N. Supplier Non-solicit. With regard to Desucla’s legitimate business interests and in acknowledgement that the respective obligations within these Terms of Service are for valuable consideration by each Party to the other, Merchant agrees that it must not (without Desucla’s consent), whilst accessing the TaxPay Platform or for 18 months after cessation, directly or indirectly request, encourage, canvass, accept an offer from or solicit or endeavour to entice or employ: any of Desucla’s current or former third party suppliers to provide the same or similar or competing products or services directly or indirectly to those of Desucla, its products or Services (as the case may be) or any other services in connection with Desucla’s wider suite of products, services or software.

Account Provider

A third-party partner of Desucla which provides banking services or payment provider services to Desucla as part of Desucla’s delivery of the Services. Each Account Provider shall be registered with the Financial Conduct Authority as an Electronic Money Institution under the Electronic Money Regulations, 2011. Account Providers are Third Party Suppliers. 

Applicable Laws

The statutory and regulatory laws of the UK including UK GDPR, any export laws, any applicable sanctions, financial crime and money-laundering laws and regulations in any jurisdiction, and any anti-bribery laws in any jurisdiction including the UK Bribery Act and related statutory regulations.

Automatic Confirmation

A Confirmation in respect of one or more Trades which is instructed by the Merchant and then implemented by Desucla on an automated basis in accordance with the provisions of these Terms of Service.

Bank Account

The dedicated bank account held by Desucla as registered account holder with an Account Provider, which is exclusively administered and controlled by Desucla for the purpose of provision of the Services as the account’s sole authorised user. Through operation of the TaxPay Platform, Merchants exclusively view their dedicated records within the Bank Account.

Beneficiary

A Tax authority or, in jurisdictions where payments cannot be made directly to the Tax authority, a Fiscal Representative which is obliged to pay the Tax authority, or in the case of import duty or import tax payments, the Desucla Duty Account which shall in turn pay the Tax authority. 

Beneficiary Currency

The currency(s) selected by the Merchant from the list of Settlement Currencies.

Business Day

A day other than a Saturday, Sunday or public holiday in England or the relevant territory (with regard to the initiation of the payment, currency exchanges or payment currency transmission and/or payment receipt), when banks are open for business during the period from 9am to 5pm.

Confirmation

Merchant’s confirmation and agreement to the Transaction Amount of a Trade within the TaxPay Platform (along with any calculations, sub-payments, payment references, and Tax Due Date and any currency conversion rates) executed as a Manual Confirmation or Automatic Confirmation. 

Desucla 

Desucla Limited is a company registered in the UK having its registered address at Carter House, Stanier Way, Wyvern Business Park, Derby, DE21 6BF with company number 10278865.

Desucla Duty Account

An account managed by Desucla that is operated by Desucla to discharge import duty and tax liabilities incurred by, or on behalf of Merchant and other clients of Desucla. 

Fiscal Representative

A type of Tax Agent appointed by the Merchant to act as a conduit for payments in the respective jurisdiction and subject to approval by Desucla to be nominated as a Beneficiary.

Force Majeure Event

Any circumstance not within a Party's reasonable control including: 

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b)  epidemic or pandemic; (c)  terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d)  nuclear, chemical or biological contamination or sonic boom; (e)  any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition[, or failing to grant a necessary licence or consent]; (f) collapse of buildings, fire, explosion or accident; (g) interruption or failure of utility service; g) government, regulatory or other third party acts, omissions or determinations such as import/export and trade controls, currency controls and labour strike action and disputes .

Good Industry Practice

Using the standards, practices, methods and procedures conforming to the Applicable Laws and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances.

Home Currency

The operational currency of the Merchant as notified by the Merchant to Desucla.

Intellectual Property Rights or IPR

Means any and all intellectual property rights of any nature anywhere in the world whether registered, unregistered or otherwise, including but not limited to patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, database rights, sui generis rights, copyright and rights in the nature of copyright, design rights, rights in designs, moral rights, know-how and any other intellectual property rights including those which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of Desucla or marketing methods and procedures and advertising literature, in each case for their full term, together with any renewals or extensions. In the case of Desucla, IPR includes the TaxPay Platform and other Desucla software, including all releases and versions of TaxPay Platform and all derivative works, and includes any other software, data, materials, graphics, equipment, the Desucla software components or arrangements of components or functionality including (but not limited to) menu trees, buttons, website architecture, process flow, payment methodology, wireframes, searches and navigation paths generic roadmaps, product designs, technical outputs and project plans, technical and other Desucla documentation provided to Merchant under the Terms of Service which is owned by Desucla and may include licensed third party software and open-source software licensed to Desucla. Desucla IPR includes Desucla’s proprietary software platform, selected modules or features of which are utilised to enable TaxPay Platform and which includes the portions of Desucla IPR accessible by Merchants (subject to these Terms of Service) to a Merchant’s device, including (but not limited to), for the purposes of allowing the Merchant to access the Services through the TaxPay Platform.

Intermediary Fees

Any fees or charges imposed by an Account Provider, a bank or other payment intermediary as a result of a Trade.

Manual Confirmation

A Confirmation in respect of a Trade which is made by the Merchant manually submitting a Confirmation within the TaxPay Platform.

Material Breach

A breach going to the root of the Terms of Service. Irremediable Material Breach includes a breach of Clauses 3, 5, 10A10B. 10K and 10N or breach of Desucla IPR or failure by the Merchant to comply with EU or UK GDPR and Applicable Laws, AML/KYC or other applicable laws anywhere in the world.

Merchant

A corporate entity which registers on the TaxPay Platform for Services. A Merchant is a Party to these Terms of Service.

Merchant Funds

Cleared funds held by Desucla in the Bank Account on behalf of the Merchant.

Merchant Group Company

Any corporation, company, partnership, joint venture or other business entity Controlling, Controlled by or under common Control from time to time with the Merchant, either directly or indirectly. For purposes of this definition, the term “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010.

Party

Desucla and Merchant are each a Party to these Terms of Service and are together the “Parties”.

Receiving Currency

The currency in which inbound payments can be received by the Bank Account, which is:

Services

The provision of Tax Payment services accessed by Merchant on the TaxPay Platform as provided by Desucla in accordance with these Terms of Service.

Settlement Currencies

List of currencies in which outbound Beneficiary payments can be made, as specified from time to time on the TaxPay Platform.

Tax

Valued added tax, sales tax, insurance premium tax, digital services tax, corporation tax, income tax, real estate tax, import duty and other relevant taxes.

Tax Agent

An individual or corporate entity contracted by the Merchant to make Tax Payments on Merchant’s behalf. A Tax Agent is a User.

Tax Due Date

The date entered by the Merchant in respect of a Trade for receipt of a Tax Payment in local time, or as otherwise nominated by the Merchant.

Tax Payment Amount

The amount of the Tax Payment to be paid to the Beneficiary in the Settlement Currency.

Tax Payments

Payments to be made pursuant to these Terms of Service in respect of the Merchant’s Tax liabilities owed to the relevant Beneficiary, in various jurisdictions, in the agreed Settlement Currencies.

TaxPay Platform

The part of Desucla IPR operated and/or licensed by Desucla which enables Merchant to access the Services. TaxPay Platform is a solution which will be made available to multiple Desucla customers in return for various fees; not all features or functionality of TaxPay Platform shall necessarily be made available to Merchant. Only those features for the agreed Services as updated from time to time in the TaxPay Platform shall be made available to Merchant pursuant to these Terms of Service. Features may be updated or modified by Desucla from time to time in its absolute discretion.

Third Party Suppliers

Such third parties, including Account Providers, who have completed licences with Desucla to permit and authorise Desucla to connect to such third parties’ platforms, information repositories or products and use their live data to enable Desucla to provide the Services.

Top Up Amount

The amount of Merchant Funds required to be transferred into the Bank Account in order to execute the Trade(s) pursuant to paragraph 3.10.

Trade

The aggregate of one or more Tax Payments to be made to one or more Beneficiaries across one or more Settlement Currencies uploaded to the TaxPay Platform by, or on behalf of the Merchant, and subject to Confirmation by the Merchant.

Transaction Amount

The Tax Payment Amount in respect of a Trade, converted as Merchant determines from the Settlement Currency to the Receiving Currency, inclusive of all relevant fees and charges, to be paid by or on behalf of the Merchant in cleared funds in the Receiving Currency to settle the relevant Trade.

UK GDPR

The Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 as retained under UK law.

User

Any employee, agent, Tax Agent or contractor of Merchant.