Marosa Legal Center

Please note that these Marosa General Terms and Conditions will apply to your Marosa Service upon any renewal, upgrade, or Service purchase made on or after January 27, 2026. If Service-Specific Supplemental Terms apply to your Marosa Service, please also review those terms for updates.

These Marosa General Terms and Conditions located at Marosa General Terms and Conditions (these “Terms”), together with any applicable Order Document(s) and applicable Service-Specific Supplemental Terms (collectively, the “Agreement”), constitute a binding agreement between Marosa and the Customer (as defined in Section 1) (each, a “Party”), under which Marosa provides the Marosa Services to the Customer.

The Agreement between Marosa and the Customer is deemed concluded at the moment the Customer accepts these Terms or any Order Document, including through the online signup process, by clicking “I agree,” “Accept,” “Sign up,” or any similar button indicating consent. The Customer acknowledges and agrees that such acceptance constitutes a valid electronic signature and results in a legally binding contract between the Parties. The Customer represents and warrants that the individual completing the online signup process on behalf of the Customer is fully authorized to bind the Customer to the Agreement. Marosa shall be entitled to rely on such representation without further verification.

In the event of any conflict between these Terms and any Order Document, the Order Document shall prevail unless expressly stated otherwise.

1. Definitions. Unless otherwise defined in the Agreement, capitalized terms have the following meaning:

a. “Access” means the right granted to the Customer by Marosa to use the Platform, subject to authentication and authorization controls, for fulfilling specific regulatory obligations.

b. “Affiliate” means an entity that controls, is controlled by, or is under common control with a Party. For this definition, “control” means direct or indirect ownership of more than 50% of the voting interests of the subject entity.

c. “Applicable Laws” means all applicable local, state, provincial, federal, EU, and international laws and regulations.

d. “Authorized User” means any Representative or other person or entity acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services either by Customer or by Marosa at Customer’s written request.

e. "Business Day" means any weekday other than a bank or public holiday in Spain.

f. "Business Hours" means the hours of 09:00 to 17:00 Central European Time on a Business Day.

g. “Content” means any information provided by Marosa through its Services and the Platform, including, for example, tax forms, laws, explanations, answers, matrices, rates, rules, fees, ontologies, taxonomies, decision trees, history and changes, tax code mappings, data schemas, reports, taxing jurisdiction boundary information, information about exemption certificates, information about applicable regulations, responses to questions posed through the “Ask an Expert” feature, and anything provided through a custom library and/or through a customized research engagement.

h. “Customer” means the legal entity that executes an Order Document or uses the Services.

i. “Customer Data” means all data, works, materials and any other information, including Personal Data, uploaded, provided, transmitted, or otherwise made accessible to Marosa by the Customer or Authorized Users (or by Marosa on behalf of Customer), via the Platform or otherwise, in connection with the Services, but excluding analytics data relating to the use of the Platform and server log files (that is considered anonymous).

j. “Confidential Information” means any non-public information, whether written, oral, electronic, or in any other form, that is disclosed by one Party to the other Party in connection with this Agreement, including but not limited to Customer Data, Personal Data, Content, customer lists, trade secrets, software functionalities, business strategies, financial information, technical data, and any other information that a reasonable person would consider confidential given the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) is or becomes publicly available through no breach of this Agreement; (ii) was lawfully known to the receiving Party prior to disclosure; (iii) is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information; or (iv) is lawfully obtained from a third party without restriction on disclosure.

k. “Data Protection Agreement” or “DPA” means the Data Processing Agreement entered into between Marosa and the Customer upon conclusion of, and incorporated into, the Data Processing Agreement, governing the processing of Personal Data by Marosa on behalf of the Customer in accordance with Article 28 of the General Data Protection Regulation.

l. “Documentation” means Marosa’s user guides, training manuals, instructions, usage information, and other similar documentation, as updated or revised by Marosa from time to time, that Marosa provides to Customer (i) within the Services or (ii) at https//www.marosavat.com.

m. “Expenses” means any reasonable expenses described in an Order Document or otherwise as being reimbursable to Marosa by Customer, that Marosa actually incurs while providing the Services to the Customer. Marosa’s reimbursable Expenses include (as applicable), but are not limited to, postage fees, wire transfer fees, translation fees, legal fees, courier fees, apostille costs, administrative costs, and any other reasonable out-of-pocket costs and expenses, which Marosa incurs when providing the Services.

n. “Intellectual Property” means all trade secrets, Inventions, patents and patent applications, trademarks and service marks (whether registered or unregistered and including any goodwill acquired in such marks), trade names, trade dress, copyrights, moral rights, rights in Inventions, and all other intellectual property and proprietary rights (whether registered or unregistered, any application for the foregoing, and all rights to enforce the foregoing), and all other equivalent rights that may exist anywhere in the world.

o. “Invention” means any work of authorship, invention, know-how, device, design, algorithm, method, process, improvement, concept, idea, expression, or discovery, whether or not copyrightable or patentable and whether or not reduced to practice.

p. “Right of Use” means the  limited, non-exclusive, non-transferable right granted by Marosa to the Customer to use the Platform for the Customer’s internal business operations to enable the use of the Services, safeguarding against unauthorized sublicensing or distribution.

q. “Marosa Technology” means the technology and Intellectual Property used by Marosa in providing the Platform and Services to the Customer, including computer software, programs, code, websites, networks, and equipment.

r. “Marosa” means MAROSA LTD, having its registered office, America House, Rumford Court, Rumford Place, L3 9DD, Liverpool, United Kingdom.

s. “Order Document” means a Sales Order Form executed by the Parties to purchase Services from Marosa outlining the Services, Fees, certain Expenses and other specified terms.

t. “Personal Data” means any information that relates to an identified or identifiable natural person or that reasonably could be used to identify that person, or other data or information defined as personal information under Applicable Laws.

u. "Platform" means the “VATify” platform, a software solution made available to the Customer via the internet and managed and used by Marosa to provide the Services to the Customer, including all related software to  the Platform, the database, system and server software, and the computer hardware on which that software, application, database, system and server software is installed.

v. "Platform Defect" means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Services, but excluding any defect, error or bug caused by or arising as a result of:

1.  any act or omission of the Customer or any person authorized by the Customer to use the Platform or Services.
2. any use of the Platform or Services contrary to the Documentation, whether by the Customer or by any person authorized by the Customer;
3. a failure of the Customer to perform or observe any of its obligations in this Agreement;
4. an incompatibility between the Platform or Services and any other system, network, application, program, hardware or software not specified as compatible in the Platform Specification;

w. "Platform Specification" means the specification for the Platform and Services made available to the Customer by Marosa.

x. “Representative” means a director, officer, employee, consultant, advisor, representative, or agent of the subject party.

y. “Service(s)” means the Platform and Marosa Services provided by Marosa under this Agreement, as specified in the applicable Order Document(s).

z. “Service Level Agreement (SLA)” means a commitment by Marosa outlining the expected performance, availability, and support response times for the Platform, ensuring reliability and Customer satisfaction.

aa. "Service-Specific Supplemental Terms" means additional supplemental terms that apply to certain Services, as specified in the applicable Order Document, currently located here.

 

bb. “Subscription” means the Customer’s entitlement to receive specified Marosa Services for the duration and scope set out in the relevant Order Document, subject to timely payment of all applicable Fees and compliance with this Agreement.

 

cc. “Subscription Period” means the recurring billing and Service period applicable to the Customer’s Subscription, as set out in the Order Document (for example, monthly, quarterly, or annually). Each Subscription Period commences on the Subscription start date and renews automatically for successive periods of equal length unless terminated in accordance with these Terms. Fees for each Subscription Period are payable in advance.

 

dd. “Term” has the meaning provided in Section 8 (Term and Termination) of these Terms.

 

ee. “Third-Party Applications” means computer software programs and other technology that are provided or made available to the Customer by third parties.

 

ff. “Use” means the Customer’s permitted activities on the Platform and Services, strictly limited to internal business purposes and in accordance with this Agreement, the Documentation, and all Applicable Laws.

 

gg. "User Interface" means the interface for the Platform designed to allow Authorized Users to access and use the Platform and the Services.


hh. “VAT” means value-added and indirect tax.

2. The Services. Marosa will provide the Customer with the Services in accordance with these Terms, the applicable Service-Specific Supplemental Terms, and the applicable Order Document(s).

a. Platform Services. Marosa provides a comprehensive suite of technology-enabled tax and compliance Services through the Platform, known as VATify, including but not limited to VAT compliance, e-invoicing, e-reporting, fiscal representation, VAT registration and deregistration, OSS/IOSS intermediary Services, tax advisory, VAT payments, EPR services, and VAT recovery. The Platform serves as the environment through which the Customer accesses and manages these Services, facilitating automated data exchange, regulatory submissions, and communication with tax authorities across multiple jurisdictions. Marosa’s comprehensive suite of Services is designed to streamline the Customer’s tax reporting and compliance processes efficiently.

b. All Services provided via the Platform are governed by these Terms, together with any applicable Service-Specific Supplemental Terms and Order Documents.

c. Service-Specific Supplemental Terms. Some Services may be subject to additional terms specific to that Service as set forth in the Service-Specific Supplemental Terms. By accessing or using a Service governed by Service-Specific Supplemental Terms or by accepting the relevant Service-Specific Supplemental Terms, the Customer also agrees to the applicable Service-Specific Supplemental Terms. Service-Specific Supplemental Terms for Services that Customer does not purchase or use do not apply to Customer. The Customer shall not use any Services that are not set forth in an Order Document signed by Customer and accepted by Marosa, except as otherwise provided in the Agreement. For the avoidance of doubt, Marosa is not obliged to provide any Services unless and until such Services are expressly agreed in an Order Document. Marosa’s obligations are strictly limited to those expressly set out in this Agreement, the applicable Service-Specific Supplemental Terms, and the applicable Order Document(s).

d. Marosa Affiliates. Marosa may perform the Services itself or through any of its Affiliates. When an Affiliate of Marosa provides the Services, all applicable references to “Marosa” in the Agreement relating to provision of the Services refer to such Affiliate. Marosa is responsible for its Affiliates’ compliance with the terms of the Agreement, and Marosa shall be responsible for their acts and omissions relating to the Agreement as though they were those of Marosa.

e. Subcontractors. Marosa may use subcontractors to perform the Services and facilitate its obligations under the Agreement, and Marosa shall be responsible for the acts and omissions of such subcontractors used by Marosa for the purposes of performing the Agreement as though they were those of Marosa.

3. Use of the Platform. The Customer acknowledges and agrees that the Services provided under this Agreement may be delivered via the Platform developed and owned by Marosa.

a. Right of Use. Marosa hereby grants the Customer a limited, non-exclusive, non-transferable, and non-sublicensable worldwide right to access and use the Platform during the Term solely for the purpose of receiving the Services under this Agreement, subject to the terms and limitations of this Agreement and any applicable Order Document. Marosa reserves all other rights. The Customer is responsible for ensuring that all use of the Platform and Services complies with this Agreement, the Documentation, and all Applicable Laws and regulations.

b. Customer’s Account. Marosa shall enable the Customer to create an account for Customer to access the Platform and the Service(s) (“Account”). Customer shall designate a specific Representative or Representatives authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users.

c. Platform Availability. Marosa shall use all reasonable endeavours to maintain the availability of the Platform,  but does not guarantee 100% availability.

d. Service Level Agreement (SLA). Marosa guarantees that the Platform will be available 99% of the time, excluding periods of scheduled maintenance. This SLA underscores our commitment to providing reliable and continuous service to Marosa’s Customers. In addition to uptime guarantees, the following service commitments are included:

1. Response Time: Marosa commits to responding to all Customer inquiries and requests regarding the Platform within 24 hours. This ensures that the Customer receives timely support and assistance for their operational needs.
2. Bug Resolution: Marosa endeavors to identify and resolve any Platform Defects, bugs or issues within the shortest possible timeline. While the complexity and severity of issues may affect resolution times, Marosa’s team prioritizes prompt and effective solutions to maintain Platform performance and reliability.
3. Scheduled Maintenance: Marosa may from time to time suspend the Services for the purposes of scheduled maintenance to the Platform. The Customer will be notified in advance of any scheduled maintenance that may temporarily affect the availability of the Platform and/or Services. Marosa strives to schedule maintenance during off-peak hours to minimize disruption to the Customer’s operations.
4. Support Channels: The Customer has access to multiple support channels, including email, phone, and an online support portal. These channels are monitored closely to ensure that all Customer requests are addressed promptly.
5. Performance Monitoring: Continuous monitoring of Platform performance and security is conducted to preemptively address potential issues and ensure the integrity of the service.

e. Software updates. Marosa will provide software updates and upgrades to the Platform and Services on a regular basis, with the aim of maintaining industry standards, enhancing security, and improving the overall user experience. Marosa will use commercially reasonable efforts to provide advance notice of any scheduled updates or upgrades that may materially affect the availability or functionality of the Platform and/or Services, and to minimize any Platform and Service disruptions. Marosa shall not be liable for any temporary unavailability or reduced functionality resulting from such updates or upgrades. Marosa reserves the right, at its sole discretion, to suspend, delay, or modify any update or upgrade if Marosa believes that such action is necessary to maintain the security or stability of the Platform and/or Services. The Customer is responsible for taking any actions reasonably requested by Marosa, including training, updating integrations, or adjusting internal processes, to ensure continued compatibility of the Customer’s technical systems with the updated Platform and Services. If the Customer does not carry out these actions, Marosa may be unable to guarantee full functionality or provide ongoing support, and Marosa will not be liable for any resulting limitations or interruptions in the Platform and/or Services.

f. Ownership. All rights, title, and interest in and to the Platform, including all Intellectual Property rights, remain with Marosa. No rights are granted to the Customer except as expressly set forth in this Agreement.

g. Suspension or Termination of Access. Marosa reserves the right to suspend or terminate the Customer’s access to the Platform in the event of any breach of this Agreement or misuse of the Platform, without prejudice to any other rights or remedies available to Marosa.

4. Customer Responsibilities and Obligations.

a. Provision of Data and Information. The Customer shall provide Marosa with all Customer Data and other information required for the performance of the Services, in the format and by the deadlines specified by Marosa.

b. Customer Cooperation. The Customer shall promptly advise Marosa of any proposed transactions or anticipated changes in transactions that may affect the Services provided by Marosa under this Agreement.

c. Data Quality and Timeliness. The Customer is responsible for ensuring the accuracy, quality, legality, completeness, timeliness, and integrity of all Customer Data provided by Customer to Marosa, and the means by which Customer acquired the Customer Data. The Customer shall promptly provide any missing Customer Data upon request by Marosa and shall cooperate in good faith to facilitate the provision of Services. The Customer is responsible for the timely and contractual provision of such cooperation. Marosa shall not be liable for any damages incurred by the Customer resulting from delayed, incomplete or inaccurate Customer Data.

d. Technical Compatibility. The Customer is solely responsible for ensuring that the provision, maintenance, and proper functioning of all hardware, software, network infrastructure, and internet connectivity necessary for secure and effective access and use of the Services and Platform. The Customer shall ensure that its technical environment is compatible with the requirements specified by Marosa and is sufficient to support the secure and effective use of the Platform and Services. Marosa shall not be liable for any failure or delay in the performance of the Platform and/or Services to the extent such failure or delay is attributable to deficiencies or incompatibilities in the Customer’s technical environment. Marosa will provide reasonable advance notice of any changes to technical requirements.

e. Confidentiality and Security. The Customer shall treat all login credentials and access data for the Platform as confidential and shall not disclose such information to third parties. The Customer shall promptly notify Marosa if it suspects unauthorized access to its login data and/or account.

f. Data Backup. The Customer acknowledges that Marosa is not a provider of data backup services. The Customer is responsible for backing up all Customer Data transmitted to Marosa at intervals appropriate to the importance of the data.

g. Compliance with Laws and Acceptable Use. Customer shall use the Services only as set forth in the Agreement  and the Documentation, and not for the benefit of any third party.  The Customer shall use the Services and Platform strictly in accordance with this Agreement, Marosa’s Acceptable Use Policy  and all Applicable Laws. The Customer shall not use the Services for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the Services or interfere with any other party’s use and enjoyment of the Services. The Customer is responsible for ensuring that its use of the Services complies with all applicable financial services regulations, data protection and privacy laws, and any other relevant statutory or regulatory requirements. The Customer shall ensure that all Authorized Users and Representatives comply with these obligations and shall be responsible for their acts and omissions as if they were the Customer’s own.

h. Prohibited Activities and Security Obligations. The Customer shall not, and shall not permit any Authorized User or Representative to:

1. Use the Platform or Services for any purpose other than as expressly permitted by this Agreement;
2. b.Use the Platform or Services for any unlawful purpose or in any manner that could damage, disable, overburden, or impair the service or interfere with any other party's use and enjoyment of the Platform and/or Services;
3. Attempt to gain unauthorized access to the Platform, Services, other accounts, computer systems, or networks connected to the Platform and/or Services, including by hacking, password mining, or any other means;
4. Use the Services or Platform to support activities directly or indirectly related to money laundering, terrorism financing, fraud, or other financial crimes;
5. Transmit via the Platform or its interfaces any viruses, malware, or content that infringes the rights of third parties (including copyrights and personality rights), or otherwise misuse the Platform for purposes unrelated to the Agreement;
6. Provide personal data not required for billing or service provision, or any content that is unlawful or violates third-party rights;
7. Reverse assemble, reverse engineer, decompile, or attempt to derive source code from Marosa’s Platform, Services, Content, or Marosa Technology;
8. Reproduce, modify, create, or prepare derivative works of Marosa’s Platform, Services, Content, Marosa Technology, or Documentation;
9. Distribute or display Marosa’s Platform, Services, Content, Marosa Technology, or Documentation other than to Authorized Users;
10. Share, sell, rent, lease, or otherwise distribute access to Marosa’s Platform, Services (except with respect to Customer’s Affiliates as expressly provided in these Terms) or use Marosa’s Services to operate any timesharing, merchant of record, service bureau, or similar business;
11. Alter, destroy, or otherwise remove any proprietary notices within the Platform, Content, Marosa Technology, or Documentation;
12. Disclose the results of any benchmark tests to any third parties without Marosa’s prior written consent;
13. Use the Services in any manner that could unlawfully or unethically damage Marosa’s reputation or violate the Agreement.
14. Using the Services to support activities directly or indirectly related to money laundering, terrorism financing, fraud, or other financial crimes;
15. Transmitting via the Platform or its interfaces any viruses, malware, or content that infringes the rights of third parties (including copyrights and personality rights), or otherwise misusing the Platform for purposes unrelated to the Agreement;

i. Compliance and Enforcement. Marosa reserves the right, where reasonably necessary and in accordance with Applicable Laws, to monitor compliance and restrict or terminate the Customer's access to the Service and Platform for any breach of these Terms without notice.

5. Proprietary Rights.

a. Marosa’s Intellectual Property. Marosa retains and own all right, title, and interest in Marosa’s Platform, Services, Content, Marosa Technology, the Documentation, Marosa’s Confidential Information, and all enhancements or improvements to, or derivative works of, the foregoing, including any Intellectual Property rights contained therein. Nothing in the Agreement transfers or conveys to Customer any ownership, interest in, or any other right to Marosa’s Intellectual Property, except as expressly provided in the Agreement. The Customer shall not copy, modify, reverse engineer, or create derivative works from the Platform or Services, except as expressly permitted by Applicable Law. Marosa reserves the right to revoke the Customer’s Right of Use in the event of any breach or misuse.

b. Suggestions. If Customer provides Marosa with any suggested improvements to the Services, that suggestion is provided “as-is,” and Customer grants Marosa nonexclusive, perpetual, irrevocable, fully paid-up, royalty-free, worldwide license to, with rights to transfer, sublicense, sell, use, reproduce, display, and make derivative works of, such suggested improvements.

c. Customer’s Intellectual Property. Customer retains all ownership rights in Customer Data and Customer’s Confidential Information, including any Intellectual Property rights therein. Nothing in the Agreement transfers or conveys to Marosa any ownership, interest in, or any other right to the Customer Data or Customer’s Confidential Information.

6. Data Processing and Data Protection.

a. Use of Customer Data. Marosa may retain, use, and disclose Customer Data solely (i) to provide the Services; (ii) to provide customer support to the Customer; and (iii) to comply with Applicable Laws. Customer Data and Customer’s Confidential Information do not include Personal Data relating to an employee or other authorized Representative of Customer that is collected or received by Marosa in connection with the procurement or use of, or payment for, the Services (for example, the names and email addresses of Customer’s account representatives and accounting personnel). Marosa’s use of Personal Data of such an employee or other Representative is governed by the Marosa Privacy Policy. Each Party shall be responsible for informing its own Representatives of the processing of their Personal Data as provided in the Agreement.

b. Protection of Customer Data, Personal Information, and Confidential Information. Both Parties commit to protecting the confidentiality of Confidential Information exchanged under this Agreement. Confidential Information includes any data, Customer Data, Personal Data, Content, customer lists, trade secrets, software functionalities, and business strategies shared during the term of this Agreement.

c. Marosa’s Confidentiality Obligations. Marosa must: (i) keep the Customer Confidential Information strictly confidential; (ii) not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer; (iii) use the same degree of care to protect the confidentiality of the Customer Confidential Information as Marosa uses to protect its own Confidential Information of a similar nature, being at least a reasonable degree of care; (iv) act in good faith at all times in relation to the Customer Confidential Information.

d. Limitations of Marosa’s Confidentiality Obligations. Marosa’s Confidentiality Obligations do not apply to Customer Data that: (i) was known to Marosa before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (ii) is or becomes publicly known through no act or default of Marosa; or (iii) is obtained by Marosa from a third party in circumstances where Marosa has no reason to believe that there has been a breach of an obligation of confidentiality. The restrictions in this Clause do not apply to the extent that any Customer Confidential Information is required to be disclosed by law or regulation, by any judicial or government order or request, or pursuant to disclosure requirements relating to the listing of the stock of Marosa on any recognised stock exchange. The provisions of this Clause shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

e. Data Protection Agreement and Data Protection Laws. Marosa and the Customer shall enter into and agree to comply with a DPA in accordance with Article 28 of the GDPR, which is incorporated into the Agreement by this reference and is located at DPA. The conclusion of the DPA is a condition precedent for the provision of Services by Marosa. Marosa processes Personal Data strictly in accordance with applicable data protection laws, including the GDPR and the German Federal Data Protection Act (BDSG), as well as the DPA concluded between Marosa and the Customer. Marosa commits to adhering to the DPA.

f. Standard Contractual Clauses. Marosa hereby agrees to adopt and adhere to the European Union’s standard contractual clauses for data protection agreements as set forth by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation, GDPR). Marosa commits to implementing these clauses within the framework of this Agreement, making all necessary modifications to enhance the protection of Personal Data transferred between the EU and third countries, ensuring that Marosa’s data processing activities remain in strict compliance with GDPR.

g. Anonymization. Marosa is entitled to anonymize Customer Data provided by the Customer, including Personal Data, and to process such data in anonymized form, especially for the purpose of generating statistics and evaluations regarding the use of Marosa’s services.

7. Fees and Taxes.

a. Fees. Customer shall pay all Service fees and Expenses for the applicable Services specified in each Order Document or as otherwise stated in the Agreement.

b. Scheduled Payments. If the Customer is required to pay any scheduled subscription fees or other scheduled payments for the Services in accordance with an Order Document, such payments will be automatically charged from the Customer’s designated card on the scheduled payment date.

c. Additional Payments. Any additional amounts and payments due under an Order Document, other than Scheduled Payments, shall be payable subject to invoice. The Customer will be invoiced for the Additional Payments and Expenses based on the Order Document. The Customer must pay such invoices within 15 calendar days from the date of issuance.

d. Payment Terms. Except as otherwise specified in the Agreement or the applicable Order Document: (i) amounts are quoted and payable in the currency specified on the Order Document; and (ii) all payments made by the Customer are non-cancelable and fees and Expenses paid are non-refundable. For the avoidance of doubt, any Scheduled Payments, including periodic (annual or monthly) subscription fees, and any other payments paid by the Customer for Services not yet delivered are non-refundable.

e. Payment Term and Late Payment. Invoices for payments other than Scheduled Payments issued under the Agreement must be paid by the Customer within 15 calendar days from the moment they are issued. Late payment interest will be charged in case of payments received later than the 60th day following the issuance of an invoice.

f. Expenses. Customer shall be responsible for any out-of-pocket Expenses incurred by Marosa in the delivery of the Services to the Customer, provided these Expenses are directly related to the Services described in this Agreement. All Expenses will be billed at cost.

g. Additional Fees for Incorrect or Incomplete Data. In case incorrect or incomplete Customer Data is received from the Customer, or in case further instructions are received which require a new filing to be prepared by Marosa with the additional or corrected information or which otherwise require Marosa to re-perform the Services or provide additional Services not included in the scope of the agreed Services, Marosa will charge an additional fee corresponding to the same amount as the standard fee agreed for the relevant filing and/or Services.

h. Excessive Preparation Time; Data Transformation. If Customer fails to timely provide accurate and complete Customer Data (including additional information requested by Marosa to clarify the Customer Data), fails to provide Customer Data that meets Marosa’s minimum transactional data requirements for the Service, or fails to fulfil any other obligation under these Terms, or if Customer requires a change to Marosa’s standard process for the applicable Service, Marosa may charge on an hourly-rate basis (in 0.25-hour increments) for any resulting additional time spent by Marosa in providing the Service or in providing data transformation services, at the hourly rate specified in the Order Document.

i. Upgrades. If the Customer elects to upgrade its subscription or purchase additional Services during the valid subscription Term, any resulting increase in fees will be calculated in accordance with the then-current rates specified in the applicable Order Document or as otherwise agreed in writing. Fees for upgrades will be prorated for the remainder of the current subscription period unless otherwise specified.

j. Overages. If the Customer’s usage of the Services exceeds the limits or usage tier specified in the applicable Order Document, Marosa will invoice the Customer for such overages at the rates set forth in the Order Document or, if not specified, at Marosa’s then-current standard rates. The Customer shall pay all overage fees in accordance with the payment terms set forth in the Agreement.

k. VAT and other Taxes. Amounts invoiced to the Customer do not include value added tax (VAT), which will be applied separately as required by Applicable Laws. Where any taxable supply for VAT purposes is made under this Agreement, the Customer shall, on receipt of a valid VAT invoice from Marosa, pay to Marosa such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services. The Customer is solely responsible for the payment of any applicable sales, use, excise, value-added, or similar taxes, duties, levies, or similar governmental assessments of any nature (including, without limitation, value-added, sales, use, and withholding taxes) payable in connection with the Services in any local, state, provincial, federal, or foreign jurisdiction. Unless expressly specified otherwise in any Order Document, all fees, rates, and estimates exclude such taxes, levies, and duties. Marosa is responsible only for taxes based upon Marosa’s net income, assets, payroll, property, and employees.

l. Annual Increases. Unless otherwise agreed in writing, Marosa reserves the right to review and adjust the prices for the Services specified in this Agreement, Marosa’s price list or the Order Document on an annual basis, to reflect changes in the Consumer Price Index (CPI) published by the National Institute of Statistics or any other official body in Spain. The Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or any additional Service that Customer orders; (ii) fees for usage in excess of Customer’s usage tier; and (iii) the expiry of any discount or incentive programs to which Customer was previously entitled.

8. Term and Termination.

a. Term. This Agreement and any Services under this Agreement may be concluded for a fixed Term or for an unspecified Term. The Term applicable to this Agreement and any Services hereunder is specified in the relevant Order Document.

b. Termination of Indefinite Term Services. Unless the Order Document or specification of the relevant Service provides for a fixed term, this Agreement and any Service subscription is concluded for an indefinite Term. The Agreement and any indefinite Service subscription hereunder may be terminated ordinarily by either Party, by giving the other Party at least 90 calendar days advance written notice.

c. Renewal and Termination of Fixed Term Services. Unless provided otherwise in the Order Document or Service-Specific Supplemental Terms of a fixed-term Service, the Agreement is automatically renewed for successive periods of the same duration upon expiry of the initial Term, unless either Party terminates the Agreement with a notice period of at least 90 days in advance of the subsequent renewal date, thereby objecting to the renewal. Otherwise, the Agreement and any fixed-term Service may not be terminated (ordinary termination) during the fixed Term.

d. Termination for Cause. Either Party may terminate the Agreement and any Services hereunder for good cause without adhering to a notice period (extraordinary termination) in accordance with Applicable Laws. Good cause for Good cause includes, but is not limited to failure to make due payments after reminder and reasonable deadline; breach of material obligations under the Agreement; insolvency, bankruptcy, or cessation of business.

e. Suspension of Services. Marosa may temporarily or permanently suspend the Customer’s access to part of all of the Services for material risk, violation of the Agreement, or delinquent payment by the Customer. Marosa will notify the Customer at least 10 days before suspension for payment issues, and make reasonable efforts to provide advance notice for other suspensions.

f. Dispute Resolution. Suspension or extraordinary termination is a last resort, and Marosa will collaborate with the Customer to resolve issues and avoid suspension or termination if reasonably possible. The Customer must assert any payment dispute in writing within 15 days of the invoice due date. Marosa will not suspend or terminate Services, or apply interest, if the Customer disputes charges reasonably and in good faith and cooperates to resolve the dispute.

g. Notices. Notices of termination must be made in a form reproducible in writing (email suffices).

h. Effects of Termination or Suspension. Upon termination or suspension of the Agreement and/or Services, all rights under the Agreement immediately terminate, except those that survive by their nature (including confidentiality, indemnity, limitation of liability, intellectual property and other clauses intended to survive termination). The Customer shall immediately cease using the Platform and Services and shall delete all copies of the Platform and Services from its systems. Marosa shall have no obligation to refund any Subscription fees paid by the Customer prior to termination. The Customer remains liable for all fees, charges, and obligations incurred prior to termination or suspension.

i. Obligations Due Upon Termination. Any payments or other obligations that become due prior to termination or expiry of the Agreement for any reason shall remain due and payable after the termination.

j. Consequences of Termination for Breach. If the Customer terminates the Agreement and/or Services due to Marosa’s material breach, Marosa will refund the pro rata amount of any prepaid Service subscription fees for the unused portion of the subscription Term (excluding activation or one-time fees). If Marosa terminates due to the Customer’s breach, no refund is due.

k. Deletion of Customer Data. Upon termination or expiry of the Agreement for any reason, Marosa shall delete the Customer’s account and all Customer Data unless this conflicts with statutory retention obligations or other valid legal basis for retention exist under Applicable Laws. In such cases, the Customer Data will be archived and stored by Marosa until the end of the statutory retention periods, and only then deleted.

9. Warranties.

a. Mutual Warranties. Each Party represents and warrants to the other Party that:

1. it has the authority to enter into and perform its obligations under the Agreement;

2. entering into and performing this Agreement does not conflict with any other agreement to which it is a party;

3. it does not conduct business for any unlawful purpose; and

4. neither it nor its Representatives are listed on any applicable sanctions or embargo lists, including His Majesty’s Treasury, Asset Freezing Unit’s Consolidated List of Financial Sanctions Targets, the European Union’s consolidated list of persons, groups, and entities subject to EU financial sanctions, or any similar list in any relevant jurisdiction.

b. Marosa’s Limited Warranties. Marosa warrants to Customer that:

1. the Services and Platform will perform in all material respects in accordance with the then-current Documentation;
2. Marosa will not materially reduce the features or functionality of the Platform or a Service during a subscription Term, except as required by Applicable Laws or upon expiration of a subscription Term with at least 90 days’ written notice to the Customer;
3. Marosa will use commercially reasonable efforts, including up-to-date antivirus software, to ensure the Platform, Services and Marosa Technology provided to Customer are free from known viruses, Trojan horses, worms, or other similar malicious code.
4. The Platform and Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under Applicable Laws.
5. Marosa does not warrant that the Services or Marosa Technology are error-free or uninterrupted, or that all defects will be corrected.

c. Exclusive Remedy. If Marosa fails to conform to any of the warranties in Section 9(b) and Marosa does not remedy the nonconformance within 30 days of Customer’s written notice, Customer’s sole and exclusive remedy is to terminate the affected Service and receive a pro rata refund of any prepaid Service subscription fees for the unused portion of the Subscription Term, excluding activation or other one-time fees. The refund will be calculated from the date that Customer notifies Marosa of the nonconformance.

d. Exclusions. Warranties and support obligations do not apply to Services, systems, or software that have been modified by anyone other than Marosa or at Marosa’s direction. Content warranties, if any, are set forth in the applicable Service-Specific Supplemental Terms. All warranties in this Agreement are for Customer’s sole benefit and do not extend to any other person or entity.

e. Disclaimer of Implied Warranties. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by Applicable Law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract. Except as expressly provided in the Agreement, the Services and Platform are provided on an “as-is” and “as available” basis. Marosa makes no warranties of any kind, whether express, implied, statutory, or otherwise, and Marosa specifically disclaims all implied warranties with regard to the Services and Platform, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by Applicable Laws. Marosa expressly disclaims all warranties regarding the effectiveness of the Platform and Services in meeting the Customer’s compliance obligations.

f. Acknowledgements of Warranty. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Marosa gives no warranty or representation that the Platform and/or Services will be wholly free from defects, errors and bugs.
10. Indemnity.

a. Customer Indemnity. The Customer shall indemnify, defend, and hold harmless Marosa and its Affiliates, Representatives, officers, employees, and agents from and against any and all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees), and claims arising out of or in connection with:

1. the Customer’s failure to comply with its obligations under this Agreement or with applicable tax laws and regulations;
2. any liability imposed on Marosa as a result of acting as representative of the Customer, except to the extent such liability arises from Marosa’s gross negligence or willful misconduct;
3. any claim by tax authorities related to the Customer’s supply, acquisition, or importation of goods or services within the scope of Applicable Laws, including any liability to tax authorities. The Customer shall ensure timely payment of all taxes due and shall indemnify and hold harmless Marosa from any claims, penalties, interest, or other liabilities imposed by tax authorities in connection with such transactions, except to the extent caused by Marosa’s gross negligence or willful misconduct. This indemnity extends to all costs and expenses reasonably incurred by Marosa in connection with such liabilities or claims.

b. Marosa Indemnity. Marosa shall indemnify, defend, and hold harmless the Customer from and against any liabilities, losses, damages, costs, expenses, and claims arising solely from Marosa’s gross negligence or willful misconduct in the provision of Services.

11. Limitation of Liability.

a. Aggregate Liability Cap. Except for liability arising from gross negligence, willful misconduct, death or personal injury, fraud, infringement or misappropriation of Intellectual Property, breach of confidentiality, or indemnification obligations, Marosa’s aggregate liability to the Customer under this Agreement shall not in any event exceed the total fees paid or payable by Customer to Marosa in the twelve (12) months preceding the event giving rise to the claim. Marosa’s total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement.

b. Excluded Damages. To the maximum extent permitted by Applicable Laws, Marosa and its Affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages; any loss of profits, sales, business, agreements, contracts, anticipated savings, goodwill, use, or corruption of software, data (including Customer Data), or information; any loss or damage arising from technical problems in the website of any tax authority, or loss of original documentation during consignment by third parties or fiscal authorities.

c. Limitation of Claims. Except for claims relating to Intellectual Property infringement, breach of confidentiality, or Customer’s failure to pay amounts due, neither Party may bring any claim relating to this Agreement more than two (2) years after the Party knew or should have known about the events giving rise to the claim, and in no event more than six (6) years after the events giving rise to the claim occurred.

d. Exceptions. Nothing in this Agreement shall limit or exclude a Party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any liability which cannot be limited or excluded by law.

e. General. These exclusions and limitations apply even if the remedies are insufficient to cover all of the losses or damages of the Customer, its Affiliates or Authorized Users. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some or all of the above exclusions or limitations may not apply under Applicable Laws, and the Parties may have additional rights.

f. Marosa Affiliates. These liability limitations also apply to Affiliates, Representatives, employees, subcontractors and other vicarious agents and assistants of Marosa.

12. Miscellaneous.

a. Amendment of Terms. Marosa reserves the right to amend or update these Terms and any Service-Specific Supplemental Terms at any time, in its sole discretion. Any such amendments will become effective upon (i) Marosa providing notice to the Customer by email or through the Platform, and (ii) making the updated Terms available to the Customer, including by posting them on Marosa’s website or within the Platform. Continued use of the Services by the Customer after such notice and availability constitutes acceptance of the amended Terms. If the Customer does not agree to the amended Terms, the Customer must cease using the Services before the amendments take effect. Marosa will provide reasonable advance notice of any material changes, unless immediate changes are required by law or to address security, compliance, or operational issues.

b. Severability. Should any provision of this Agreement be or become invalid or unenforceable, the remaining provisions shall remain unaffected. The invalid or unenforceable provision shall be replaced by a valid provision that most closely reflects the intent of the Parties at the time of conclusion of the Agreement.

c. Anti-Corruption Laws. Each Party shall at all times comply with all applicable anti-corruption laws, including, to the extent applicable, the UK Bribery Act 2010.

d. Relationship of the Parties; No Professional Tax Opinions or Legal Advice. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship between the Parties. Customer acknowledges and agrees that Marosa does not provide any tax consulting services, auditing services, legal advice, including legal or professional tax opinions, or management advice. Customer is responsible for its own tax policies and tax reporting positions taken. Customer is responsible for conducting its own due diligence and for seeking independent assistance of a qualified legal, tax, or accounting professional as needed.

e. Third-Party Applications. Marosa is not responsible for and does not in any way endorse any Third-Party Applications or websites linked to by Marosa’s Platform or the Services.

f. Publicity. Marosa Ltd reserves the right to use the Customer Data (including the Customer’s company name and logo) for marketing and promotional purposes, provided that such use does not disclose any Confidential Information belonging to the Customer. For this purpose, the Customer grants Marosa a limited, non-transferable right of use to the Customer’s company logo and materials, and associated copyright and trademark rights solely for this purpose. This right terminates automatically upon termination of the Agreement.

g. Other Technology or Services; No Audit Support. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or additional, enhanced or updated features or functionality, and that the Services do not include any audit support (unless otherwise specified in an Order Document).

h. Governing Law; Jurisdiction and Venue. This Agreement and any dispute or claim arising out of or in accordance with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Spanish law. The Parties agree that the courts of the city of Vigo, Spain have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement.

i. Force Majeure. Neither Party shall be responsible for failure or delay of performance caused by circumstances beyond its reasonable control, including earthquake, storm, or other act of God; labour disputes; electrical, telecommunications, or other utility failures; embargoes; riots; acts of government; or acts of terrorism or war. A Party seeking relief from performance under this Section 12(i) (Force Majeure) must (i) provide notice of such circumstances to the other Party as soon as practicable, (ii) use commercially reasonable efforts to avoid or mitigate such circumstances, and (iii) resume performance as soon as practicable upon the cessation of the circumstances. If the failure or delay continues for more than 30 days, either Party may, in its discretion, terminate the affected Service. Such termination will not result in any liability by either Party, except that, if Customer terminates the affected Service for Marosa’s failure, Marosa shall refund Customer the pro rata amount of any prepaid Service subscription fees applicable to the unused portion of the subscription Term of the terminated Service (excluding any activation or other one-time fees). If Customer was unable to use the Service as a result of the force majeure event, the unused portion of the Subscription Term will be measured from the last date on which Customer was able to use the Service.

j. Entire Agreement. The Agreement, together with these Terms, any Order Documents and any applicable Service-Specific Supplementary Terms and policies, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. The Agreement may not be modified or amended except by a written instrument executed by both Parties (email suffices unless otherwise required by the Agreement or Applicable Laws). Customer’s standard terms of purchase or vendor management terms (including purchase order terms or click-through terms), if any, are inapplicable to this Agreement.

k. Order of Precedence. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and any of the other Agreement documents, then the following order of precedence applies: (i) any addendum between the Parties, (ii) the Order Document, (iii) the Service-Specific Supplemental Terms, as applicable, and (iv) these Terms.

l. Non-solicitation. For the term of this Agreement and for a period of twelve (12) months following its termination, neither Party shall, without the prior written consent of the other Party, directly or indirectly solicit for employment or engagement any current or former employee or personnel of the other Party or its Affiliates with whom they had direct contact in connection with the performance of this Agreement. This restriction shall not apply to general recruitment efforts not specifically targeted at the other Party’s employees (e.g., public job advertisements). The Parties acknowledge that this restriction is intended solely to protect legitimate business interests, is reasonable in scope and duration, and does not constitute a general prohibition on employment or engagement. Notwithstanding any other provision in this Agreement, the above will remain effective for a period of one year after termination of this Agreement. If any provision of this clause is found to be invalid or unenforceable under Applicable Laws, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

m. Assignment. Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party, except that Marosa may assign this Agreement to an Affiliate or in connection with a merger or sale of substantially all of its assets.

n.  Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

o. Waiver. The failure of either Party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.