Terms & Conditions (T&Cs)

1. Scope

1. countX GmbH is registered with the Commercial Register of the Local Court of Charlottenburg in Berlin under HRB 218844 with its business address at Friedrichstr. 171, 10117 Berlin, Germany (the “Company”).
2. The Company provides its services exclusively to customers which are entrepreneurs within the meaning of Section 14 of the German Civil Code (BGB) (“Client”). These Terms apply to the extent the parties have not agreed on different regulations in the specific contract. Deviating, opposing or supplementary general terms and conditions of Clients shall only become integral components of the contract if the Company agrees to their validity in text form. This requirement of approval also applies if the Company initiates the performance of services after becoming aware of a Client’s general terms and conditions.
3. The Company handles Client’s data from systems or accounts on platforms or from manually uploaded information, structures the data in a standardized way and may supplement and/or check data with information from public sources (“Service”). The Client can either download the data so prepared or directly pass it on (have it passed on) to a tax consultant for further processing.
4. The Company does not provide any tax consulting services.
5. These are the general terms and conditions for the business relationship between the Company and Clients (“Terms”).
6. The Company hereby expressly contradicts the inclusion of the Client’s purchasing conditions and Client’s general terms and conditions.

2. Definitions

In these Terms, the following words shall, when used in capitals, bear the meaning attributed to them below.

1. “API Access Credentials” means unique identifiers that are required to access Client’s data.
2. “Marketplace” means any online marketplace for online sales used by the Client for sale of its products such as Amazon, eBay, AliExpress, and others.
3. “Returns” means periodic filings with fiscal authorities.
4. “VAT” means value added tax, a tax that is levied on the sale or exchange of goods and services by companies and is proportional to the price of the goods and services, the rate of which may vary from jurisdiction to jurisdiction.
5. “Website” means countx.com.

3. Conclusion of Terms

Upon registration on the Website and by ticking the button “I agree to the Terms”, the Client accepts these Terms.

4. Registration

1. Use of the Service requires registration by the Client. The Client has to follow the process as set out on the Website in order to create an account.
2. To complete registration the Client is required to conclude a data processing agreement with the Company. The data processing agreement will be made available by the Company during the above-mentioned registration process.

5. Entering of Data

1. The Client shall ensure that all documents uploaded by the Client (or any third party acting on behalf of the Client) and all data provided by the Client (or any third party acting on behalf of the Client) during the registration process and anytime thereafter are true, correct, complete, accurate and valid. The Client shall notify the Company immediately if any of the data previously provided is no longer valid or changes.
2. The Company requires access to the Client’s API Access Credentials for performance of the Service. The Client consents that the Company may use its API Access Credentials for obtaining Client’s data (transactional, invoice, and other information provided by the Client’s Marketplaces), and the Company may use in the same manner the data obtained through APIs as those would have been provided by the Client itself for the purposes of rendering the Services.
3. In case of transactions outside the Marketplaces, the Client undertakes to provide all required data to the Company through the Website, in accordance with the first paragraph of this section.
4. The Company has no obligation to verify such data. The Client is solely and fully responsible for the completeness and accuracy of all data used by the Company to prepare the Returns.
5. The engagement of the Company does not release the Client or its directors from their statutory responsibilities. The Company draws the Client’s attention to the strict rules and time limits for the submission of Returns and the substantial penalties which may arise if these are not observed. Returns can only be made on a timely basis if the Client provides the Company with full information in time.
6. Therefore, the Client undertakes to provide all documents and data regarding the subject month and necessary for the Company for rendering the Services on or before the 5th day of the subsequent month.

6. Conclusion of Subscription Agreement

1. Conclusion of a fee-based subscription agreement consists of the following steps:
   1. The Company calculates a monthly fee on the basis of the details provided by the Client and lays out subscription details. The initial calculation may include modules that the Client may choose from. Such calculation constitutes the Company’s invitation to the Client to submit an offer to conclude a subscription as set out in the subscription details.
   2. By choosing the month from which the Company shall provide its Service and clicking on the button “Subscribe now” the Client gives a binding offer to the Company to conclude the subscription as set out in the subscription details.
   3. The Company then sends out an order confirmation which represents the Company’s acceptance of the Client’s offer. This concludes the subscription agreement according to the subscription details.
2. The Client may order modules (retroactive submission of Returns, VAT registration in a new country, etc.) or may remove any modules ordered. The cancellation does not include the running subscriptions.

7. Test Period

The Company may offer complimentary test periods to the Client. In this case, the contract is made for the time period specified in the description of services and ends automatically, without any termination notice. If the Client wants to continue to use the Service thereafter, it must order a fee-based service package. The Company will remind the Client of this fact in a suitable manner in due time before the end of the test period.

8. Services in General

1. The Company does not render any tax consulting services but reads out the Client’s sales data from systems or accounts or from uploaded sales files, prepares such data in a standardized way and supplements data uploaded by the Client or obtained from public sources with applicable VAT rates.
2. Unless expressly described otherwise in the definition of Services, the Company’s performance comprises services as defined in Sections 611 et seqq. BGB (German Civil Code).
3. The Client recognizes and confirms that the Company’s Services do not qualify as tax advisory services in terms of tax professional law. The Company’s responsibility is limited to processing of data and provision of software via SaaS.
4. The Company is not responsible for completeness nor for correctness of tax-relevant information submitted to tax authorities.

9. Preparing VAT Returns

1. The Client shall upload files on the Website, which may be (i) files transferred by an API-connection where applicable, (ii) files uploaded from the Marketplace or (iii) countX template files where the data are uploaded by the Client. The Client may also provide the Company with credentials required to automate access to Client’s data, so-called API Access Credentials. The Client is responsible for ensuring that the data is complete and accurate. Also, the Client is responsible for providing invoice data via an API to the invoice system or as a countX template.
2. For a more exact calculation, the Client may be required to send further details, such as details of new products (SKU code, commodity code, description, VAT rate, purchase price, currency, VAT numbers of purchasers).

10. Prices and Terms of Payment

1. The Client pays the agreed fee to the Company. Invoices are due immediately, unless stated otherwise on the respective invoice. All prices are exclusive of statutory value added tax. Value added tax shall be added where applicable. In the event of delays, the Company is entitled to its statutory rights.
2. The subscription fee is due at the beginning of each month that the Company has to provide the Service.
3. In the case that an invoice is unpaid for a period longer than 30 days, and no explicit agreement has been made to the contrary, the Company may not provide any further Service for the Client from the start of the following month until all outstanding payments have been made.
4. The Company may, by written notice to the Client, change the subscription fees for the subscription period following the notice. In this case, the Company will send the notice about the upcoming fee change to the Client at least one month prior to the end of the then current subscription period. This notice represents the Company’s offer to conclude the following subscription period at the new fees. Irrespective of the Client’s notice period specified in Section 12.2, the Client may terminate the subscription within one month after receipt of the notice to the end of the current subscription period. If the Client does not terminate the subscription and makes use of the Company’s Service in the following subscription period, the fee change shall be deemed accepted by the Client.
5. The Company’s claim for remuneration shall be independent of whether the Client actually makes use of the Service.

11. Declaration of the Client

1. The Client is not entitled to assign or transfer its rights and obligations derived from this contractual relationship.
2. The Client must not provide the username/password to any other person, and under the registered account only the Client – registered in accordance with the Terms – will act, otherwise the Client shall be held liable under these Terms.
3. The Client undertakes to provide the Company, in writing or through the Website, with updated information concerning any changes related to the data or documents provided during the registration process, within five (5) days from the occurrence/communication of such changes.
4. The Client shall immediately inform the Company of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a username or password. The Client shall also remain exclusively and personally liable for any unauthorized use of the Services.

12. Term and Termination

1. The Company undertakes to render the Service to the Client for the period for which the Client has a valid subscription and for which the Client paid the subscription fee. After the expiry of the subscription period of the Service the Company is by no means obliged to provide any Services to the Client unless the renewal of the subscription period and payment of the subscription fee has taken place by the Client for the following period.
2. No party may terminate the subscription agreement during the initial twelve (12) months subscription period. However, the Client may decide not to renew the subscription for the next subscription period by canceling the subscription by email to vat@countx.com or on the Website with 3 months’ notice before its expiry. For example, if the Client joined on 1 January 2022 and submitted a cancellation request on 1 December 2022, the Client subscription would end on 31 December 2023. If the Client does not terminate the subscription agreement, it will be extended by twelve (12) additional months.
3. The Company is entitled to terminate the subscription agreement with immediate effect in the event of a serious breach by the Client. Inter alia, the following will qualify as a serious breach by the Client: the Company becomes aware that the Client is involved in criminal activity, or the Client seriously breaches these Terms, e.g. provides incorrect data or misses deadlines several times or is in payment default of an amount of more than one monthly payment. In case of termination for any reason, the Company is not obliged to refund any fees or a proportionate amount of fees paid by the Client for the Services.
4. Further, the Company is entitled to void the Terms and the subscription agreement within 7 days of the Client having accepted the Terms and the offer, for any reason.

13. Language

1. The English version of the Terms shall prevail for all legal statements and declarations made by the Company, including these Terms. The Company does not accept any claims resulting from mistranslations.
2. The Terms are drafted in both German and English. In case of discrepancies or contradictions between the German and the English version the English version shall prevail.

14. Opportunities for Improvement & Complaints

If at any time the Client would like to discuss with the Company how the Service can be improved or if the Client has a complaint, the Company encourages the Client to speak first to the responsible account manager. If any matter is not resolved to the Client’s satisfaction, the Client should contact the Quality Department, either by sending a letter to the Company’s address or by sending an email to vat@countx.com. The Company aims to investigate matters brought to the Company’s attention promptly and to agree a mutually acceptable resolution wherever this is possible.

15. Contacts

16. Liability and Damages

1. The Company assumes unlimited liability for willful intent and gross negligence on the part of the Company, its agents and legal representatives; the Company only accepts liability for simple negligence in the event of breaches concerning cardinal contractual duties.
2. Liability for breaches of cardinal contractual duties is restricted to the damages which are typical for this type of contract and which the Company should have been able to anticipate when establishing the contract based on the circumstances known at that time.
3. The no-fault based liability pursuant to Section 536a (1) BGB for defects in the software existing at the time of contracting shall be excluded. The foregoing shall not apply in the event of a breach of essential contractual obligations, the fulfillment of which is a prerequisite for the proper performance of the contract and on the fulfillment of which the customer may rely, or if the defect relates to a feature of the software essential for the Deployment Service.
4. The Company is only liable for the loss of data according to the above paragraphs if the Client could not have prevented this loss by adopting suitable data backup measures.
5. The present limitations of liability do not apply if explicit guarantees have been made, for claims due to a lack of warranted qualities or for damages due to injury of life, body or health. Liability according to the product liability law also remains unaffected.
6. The Company accepts no liability for breakdowns of the internet connection.
7. The Company assumes no liability for any damages caused by the Client’s failure to comply with its obligations under Section 4 or Section 5.
8. The Client is obliged to immediately notify any damage pursuant to the above liability provisions to the Company in text form or to have such damage documented by the Company, so that the Company has a chance to mitigate the damage together with the Client.
9. The Client indemnifies and holds the Company harmless from all claims by third parties (in particular from claims arising out of breach of copyright, competition, trademark or data protection law) that are asserted against the Company in connection with the Client’s use of SaaS insofar as such claims do not result from willful or grossly negligent behavior of the Company or its legal representatives or agents. This indemnification obligation comprises the reimbursement for appropriate costs that the Company incurred in the course of asserting or defending its legal rights in this context.
10. This liability arrangement shall also apply in favor of legal representatives and agents of the Company if claims are asserted directly against them.

17. Limitation of Claims

1. Claims of the Client based on the breach of any duty not consisting of a defect become time-barred, except in the event of intent or gross negligence, within one year from beginning of the limitation period. This shall not apply if the damage in question incurred by the Client consists in personal injury (body, health, life). Claims for personal injury become statute-barred within the statutory limitation period.
2. Any rescission of contract or reduction of payments shall be invalid if the claim to performance or supplementary performance of the Client has become time-barred.

18. Data Protection and Data Security

1. The Company utilizes mandatory and industry-standard technical precautions to protect customer data. The Client is aware of the general risk that transmitted data may be intercepted during transmission. This applies not only to the exchange of information via emails that leave the system, but also to all other data transmission. For this reason, the confidentiality of data transmitted when using the Service cannot be guaranteed.
2. The Client is obliged to comply with applicable data protection laws with respect to the personal data of third parties, such as other Clients, which the Client may obtain when using SaaS. The Client will only use this data for contractual communication or for communication prior to entering into a contract. The Client will instruct all its customers, executive bodies, employees, representatives, authorized users and agents accordingly.
3. The Client agrees that the Company may freely use, exploit and further develop all non-personal data and feedback provided by the Client for the purpose of demand-oriented design, marketing, further development, optimization and the provision of its software.
4. The processing of personal data by the Company is carried out in accordance with applicable data protection laws and the data processing agreement concluded between the Company and the Client. Comprehensive information about how the Company processes the Client’s data can be found in the Company’s privacy policy.
5. The Company is entitled to anonymize all data provided by the Client, including personal data, and to process such data in this anonymized form, in particular to prepare statistics and evaluations on the use of the Company’s Service.

19. Confidentiality

1. “Confidential Information” means all business secrets, the existence and content of the business relationship between the parties as well as all other information on the Services that is non-public, confidential and/or protected, in particular the data submitted by the Client pursuant to Section 5 and the offer that is made to the Client before the subscription is concluded, including, but not limited to, the fee for the agreed services.
2. The parties are obliged
   1. to treat the other party’s Confidential Information as strictly confidential, and only to use such information for the purpose of fulfilling contractual obligations resulting from the contractual relationship with the Client,
   2. to refrain from passing on or disclosing the other party’s Confidential Information to third parties and to refrain from providing access to Confidential Information for third parties,
   3. to adopt appropriate measures to prevent unauthorized persons from obtaining access to the other party’s Confidential Information.
3. The obligations listed in Section 19.2 do not apply to Confidential Information
   1. that was general knowledge or generally accessible to the public before it was disclosed to the other party, or that becomes public without violating any confidentiality obligations;
   2. that was already known to the receiving party before it was disclosed and it can be demonstrated that no confidentiality obligations were violated;
   3. that was developed independently by the receiving party without the use or reference of the disclosing party’s Confidential Information;
   4. that is handed over or made accessible to the receiving party by an authorized third party without violating any confidentiality obligations;
   5. that must be disclosed due to mandatory statutory provisions or a court decision and/or a decision of an authority.
4. The parties shall ensure through suitable contractual arrangements that the employees and contractors working for them shall also, for the time period specified in Section 19.6, refrain from individual use or disclosure of Confidential Information. The parties shall only disclose to employees or contractors Confidential Information to the extent such employees or contractors need to know the information for the fulfilment of the contract.
5. The Client consents that the Company may disclose the collaboration between the parties for marketing purposes and may also use the company logo of the Client in this context. The Client may revoke this consent at any time by declaration in text form.
6. The obligations under Section 19 continue to apply for a period of three years after the termination of the contractual relationship. Statutory provisions concerning the protection of business secrets remain unaffected.

20. Final Provisions

1. The Client shall only have a right to set-off, reduction and/or retention against the Company if its counterclaim has been legally established, undisputed or acknowledged by the Company. Furthermore, the Client may only exercise a right of retention if the counterclaim is based on the same contractual relationship. The Client’s right to reclaim remuneration not actually owed shall remain unaffected by the limitation of this Section.
2. All declarations concerning and amendments to the contract must be submitted in text form (e.g., email). This also applies to amendments of this clause.
3. The contract shall be governed by the laws of the Federal Republic of Germany.
4. Berlin shall be the place of fulfillment and exclusive place of jurisdiction for all disputes arising out of or in connection with the contract. However, the Company is entitled to bring legal action at the registered seat of the Client. In case the registered seat of the Client is outside the European Economic Area, all disputes arising out of or in connection with the contractual relationship shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Berlin, Germany and the language of the arbitration shall be English.