EUify OSS B.V. IOSS Intermedi...

Euify OSS B.V. IOSS Intermediary Terms

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These Euify IOSS Terms (“Euify OSS Intermediary Terms”) govern the Client’s use of Euify OSS B.V. as an IOSS Intermediary. These Euify OSS Intermediary Terms are in addition to and incorporate by reference (i) the Euify OSS B.V. General Terms and Conditions located at www.euify-oss.eu (the “General Terms”) and (ii) the Euify OSS VAT Reporting Terms located at www.euify-oss.eu (the “VAT Terms”).

Any capitalized terms used and not defined in these Euify OSS Intermediary Terms have the meaning given in the General Terms or the VAT Terms. For Euify OSS B.V. IOSS Intermediary, any references in the Agreement to “Euify”, “EUify” or “Euify OSS B.V.” will be deemed to be to “Euify OSS B.V.,”.

The following appendix constitutes part of these Euify OSS Intermediary Terms:

Appendix A – Information and Documents Required Per Transaction

1. Definitions

“Euify OSS B.V. Intermediary” means the Service as defined in Article 369l of Directive 2006/112/EC whereby Euify OSS B.V. is appointed by the Client carrying out distance sales of goods imported into the EU from third territories or third countries as the person liable for payment of the VAT and to fulfil the obligations laid down in this special scheme in the name and on behalf of the Client.

“EU” means the European Union.

“IOSS” means the special scheme for distance sales of goods imported from third territories or third countries as set out in Section 4 of Chapter 6 of Title XII of Directive 2006/112/EC, defined as import scheme in Article 57a of Implementing Regulation (EU) No 282/2011.

“IOSS Transactions” means the transactions within the scope of Section 4 of Chapter 6 of Title XII of Directive 2006/112/EC.

“Payment Services” means, (i) within the EU, any service relating to payment services, including those services that may be regulated in accordance with Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market, and (ii) outside the EU, any service relating to money remittance, money transmission, issuing of payment instruments, acquiring or executing payment transactions, or payment initiation services.

“VAT” means such value added tax as levied in accordance with Directive 2006/112/EC, and any local implementing VAT legislation in any of the EU member states.

“VAT Obligations” mean payments or other obligations related to VAT, penalties and interest on VAT payments that are overdue for any reason, and similar obligations or liabilities relating to IOSS Transactions.

2. Euify OSS B.V. IOSS Intermediary.

a. The Client appoints Euify OSS B.V. as the Client’s exclusive IOSS intermediary solely to assist the Client with its VAT compliance obligations for IOSS Transactions.

b. Euify OSS B.V. VAT Reporting. Euify OSS B.V. will only provide Euify OSS B.V. IOSS Intermediary to the Client under these Euify OSS B.V. Intermediary Terms in the event that the Client has subscribed to Euify OSS B.V. VAT Reporting. Provision of Euify OSS B.V. VAT Reporting and payment of the fees for this service will be governed by the VAT Terms.

c. Euify OSS B.V. Obligations.

Euify OSS B.V. may provide IOSS Intermediary as follows:

a. acting on behalf of the Client in respect of VAT Obligations ensuing from applicable VAT laws;

b. completing and processing supporting documents, including documents related to the termination of Euify OSS B.V. IOSS Intermediary as applicable;

c. assisting the Client to comply with local VAT requirements related to an IOSS intermediary as Euify OSS B.V. determines to be appropriate; and

d. facilitating the provision of Payment Services by a duly licensed third-party payment service provider (“Third-Party PSP”) to collect and remit VAT Obligations due by the Client to tax authorities. Payment Services are further detailed in Section 3.

3. Payments

a. In the event that Euify OSS B.V. elects to use a Third-Party PSP, the Payment Services will be provided in accordance with applicable laws by Third-Party PSP, duly licensed in the relevant EU Member State(s). Third-Party PSP may require the Client to enter into a separate agreement for the provision of the Payment Services.

b. The Client shall pay VAT Obligations to Third-Party PSP, Euify OSS B.V., or the tax authority in accordance with Euify OSS B.V.’s instructions.

c. Euify OSS B.V., in its sole discretion, may direct the Client to apply overpayments to its future VAT Obligations. Any amounts of underpayments will be immediately due and payable by the Client and shall be paid to the Third-Party PSP, Euify OSS B.V., or the tax authority, as directed by Euify OSS B.V..

d. In connection with collection and remittance activities through Third-Party PSP or Euify OSS B.V., the Client shall adhere and be subject to the following processes and requirements:

e. The Client will receive instructions from Euify OSS B.V. or Third-Party PSP stating the amount of the Client’s VAT Obligations and the date due to Euify OSS B.V. or Third-Party PSP to ensure timely payment;

f. The Client will timely fund the VAT Obligations in the currency instructed by Euify OSS B.V. by way of a credit transfer to Euify OSS B.V. or Third-Party PSP’s account, on or before the due date;

g. If Euify OSS B.V. directs the Client to fund Third-Party PSP account, Third-Party PSP will confirm to Euify OSS B.V. that the designated account contains an amount equal to the amount specified in Euify OSS B.V.’s instruction to the Client described under Section 3(d)(i); and

h. Subject to applicable payment requirements and payment processes, Euify OSS B.V. or Third-Party PSP will process the VAT Obligations by (i) transferring the VAT Obligations to the bank account of the applicable tax authorities, or (ii) arranging for the direct debit of this amount by the applicable tax authorities.

4. Euify OSS B.V.’s Rights

a. Euify OSS B.V. may select the jurisdiction in which the the Client will be registered for IOSS and from which to administer the Client 's IOSS requirements. Euify OSS B.V. may engage any Euify OSS B.V. Affiliate or any third party, including Third-Party PSP, as subcontractor to perform certain obligations under these Euify OSS B.V. Intermediary Terms. Euify OSS B.V. is responsible f’s compliance with and performance of these Euify OSS B.V. Intermediary Terms when acting as agent or subcontractor, and the Client shall bring any claims it may have solely against Euify OSS B.V. and not against such Affiliate. The Client will provide Euify OSS B.V. or third parties with any documentation or agreement required to permit them to perform Euify OSS B.V. IOSS Intermediary obligations.

b. Euify OSS B.V. may, in its discretion, impose rules or limits for, or change, suspend, or discontinue any aspect of Euify OSS B.V. IOSS Intermediary at any time.

i. If Euify OSS B.V. identifies any questions or ambiguities related to the application of VAT to the Client’s activities, Euify OSS B.V. may apply VAT rates Euify OSS B.V. determines to be appropriate in the filing of a VAT return or amendment of a VAT return previously filed.

ii. Euify OSS B.V. may consult or negotiate with the applicable tax authorities concerning tax levies, or other costs and matters arising under the Agreement. Euify OSS B.V. will charge for such services at its then-standard rates. Euify OSS B.V. shall, after consultation with the Client, be entitled to engage third parties to handle claims and negotiations with the applicable tax authorities, all of which will be at the additional expense and risk of the Client.

iii. Euify OSS B.V. may modify these Euify OSS B.V. Intermediary Terms at any time upon 30 days’ prior written notice. Euify OSS B.V. may change or modify these Euify OSS B.V. Intermediary Terms at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to Euify OSS B.V. IOSS Intermediary (where this does not materially adversely affect the Client’s use of Euify OSS B.V. IOSS Intermediary); or (c) to restrict products or activities Euify OSS B.V. deems unsafe or inappropriate. The Client’s continued use of Euify OSS B.V. IOSS Intermediary after the effective date of any change to the Euify OSS B.V. Intermediary Terms will constitute the Client’s acceptance of that change. If changes are unacceptable to the Client, the Client shall cease using Euify OSS B.V. IOSS Intermediary and may terminate the Euify OSS B.V. Intermediary Terms by providing written notice to Euify OSS B.V. at any time prior to the effective date of change.

5. The Client’s Obligations.

a. The Client will keep its IOSS VAT identification number confidential and secure at all times and will not share it with any other party other than with its customs agent and with Euify OSS B.V. for the duration of the Euify OSS B.V. IOSS Intermediary appointment. The Client will ensure that its IOSS VAT identification number is used solely for the Client’s transactions. The Client is responsible for the correct customs declarations, labelling of consignments, and any other customs requirements falling under IOSS. The Client must not falsely declare the value of consignments with intrinsic value above EUR 150.

b. The Client is prohibited from conducting any activities in the EU that may give rise to any VAT Obligations that are not reported to Euify OSS B.V., or that may give rise to any other form of tax representation. If at any time during the Term the Client becomes aware of any such prohibited activities that may require another form of tax representation, the Client will immediately notify Euify OSS B.V. in writing. Further, the Client will ensure that its systems are properly configured to ensure that all VAT Obligations in the EU are managed correctly through Euify OSS B.V. IOSS Intermediary, and it is solely the Client’s obligation to do so.

c. Under these Euify OSS B.V. Intermediary Terms and as between the Parties, the Client is solely liable and responsible for, and shall timely remit funds for, all of its VAT Obligations. This includes the timely and correct remittance of any VAT Obligations due, including any penalties and interest incurred in relation to any late VAT filing, payment or otherwise.

d. Promptly upon Euify OSS B.V.’s request, the Client will provide Euify OSS B.V. with

(a) proof of funding for any applicable VAT Obligation or other obligation, including for the period after termination of these Euify OSS B.V. Intermediary Terms during which a tax authority may impose tax assessments retroactively; or

(b) security for the Client’s VAT Obligations, or for any other payment obligations to Euify OSS B.V., a tax authority, or any third party arising under these Euify OSS B.V. Intermediary Terms. Euify OSS B.V. will determine the form and amount of security necessary in its discretion and may require security to be made in the form of one or more payments made to Third-Party PSP pursuant to Section 3(d)(i), or a first demand bank guarantee, in form and in amounts Euify OSS B.V. determines to be appropriate in its discretion. If requested by Euify OSS B.V., the Client shall provide Euify OSS B.V. with such additional security as Euify OSS B.V. deems appropriate in its discretion, taking into account Euify OSS B.V.’s potential liabilities.

e. The Client will ensure its invoices are compliant with the EU VAT Directive 2006/112/EC, as amended from time to time, will provide VAT-compliant invoices to Euify OSS B.V. promptly upon request, and will follow all compliance-related requirements specified by Euify OSS B.V.. The Client will provide Euify OSS B.V. information, in the format and manner specified by Euify OSS B.V., for all transactions giving rise to VAT Obligations, as required under relevant VAT regulations and in accordance with Appendix A, and in response to all other requests Euify OSS B.V. determines to be appropriate in connection with Euify OSS B.V. IOSS Intermediary. The Client will respond promptly, and no later than 7 days from the date of the request, to all information requests from Euify OSS B.V. related to Euify OSS B.V. IOSS Intermediary.

f. If the Client fails under these Euify OSS B.V. Intermediary Terms to (i) pay the Client’s VAT Obligations to Euify OSS B.V., Third-Party PSP or tax authority in whole or in part, or (ii) timely provide to Euify OSS B.V. The information or documentation required by Euify OSS B.V. to determine the Client’s VAT Obligations, Euify OSS B.V. may take action it deems appropriate with respect to the Client’s local VAT requirements, including reporting no VAT Obligations for a period (filing a “nil return”) or filing additional or supplementary VAT returns. Any such activities Euify OSS B.V. undertakes, and any related VAT Obligations that arise will be at the Client’s expense and risk.

g. Prior to acceptance of these Euify OSS B.V. Intermediary Terms and at all times thereafter upon request, the Client will provide all information requested by Euify OSS B.V. or its subcontractor regarding the Client’s legal existence, equity owners and other affiliated persons, and otherwise related to its operations or circumstances, to conduct “know your the Client,” anti-money laundering, the Client suitability, tax information exchange requirements or related checks or inquiries based on Euify OSS B.V.’s legal and regulatory obligations or commercial considerations (“Background Screen”). Euify OSS B.V. may engage Third-Party PSP or another third party for this purpose (the “Screener”). The Client expressly authorizes all such activities, will provide additional information and otherwise cooperate with Euify OSS B.V. or the Screener in connection with the Background Screen. If the Client provides any information related to its Background Screen directly to the Screener, the Client expressly authorizes Euify OSS B.V. to obtain copies of, transmit to its Affiliates and third parties for processing, and use such information and data from the Screener in connection with such Background Screen as Euify OSS B.V. determines to be appropriate. The Client also expressly authorizes the Screener to provide to Euify OSS B.V., and Euify OSS B.V. to obtain, any analyses, conclusions or assessments made by the Screener regarding the Client relating to or arising out of the Background Screen process. At any time during the Background Screen process and the Term, Euify OSS B.V. may, in its discretion, refuse to provide the Client with Euify OSS B.V. IOSS Intermediary or terminate Euify OSS B.V. IOSS Intermediary; provided that if Euify OSS B.V. refuses to provide Euify OSS B.V. IOSS Intermediary or terminates Euify OSS B.V. IOSS Intermediary under this Section 5(g) other than for failure to provide documentation required for the Background Screen, Euify OSS B.V. will refund any prepaid unused fees related to Euify OSS B.V. IOSS Intermediary (excluding any activation or other one-time fees). Euify OSS B.V. may elect to co-ordinate IOSS intermediary to the Client through one or more third party IOSS intermediaries under such third party’s terms, and different fees and expenses may apply.

h. At any time, in Euify OSS B.V.’s discretion and in accordance with Applicable Laws, and without notice to the Client, Euify OSS B.V. may report any information related to the Client’s use of Euify OSS B.V. IOSS Intermediary or its Background Screen process to a regulator, law enforcement agency, or government department or unit.

6. The Client’s Representations and Warranties.

a. The Client represents and warrants that none of the Client, any of its Affiliates, or any of their respective officers, directors, owners, employees, representatives or agents (the “The Client Affiliated Parties”) is or has engaged in, been charged with or indicted for, or convicted of, any “criminal activity” as defined in Article 2 of the Directive (EU) 2018/1673 of the European Parliament and of the Council of 23 October 2018 on combating money laundering by criminal law. Subject to this definition, for these purposes, “criminal activity” generally means any kind of criminal involvement in the commission of any offense or crime punishable, in accordance with relevant national law, by deprivation of liberty or a detention order for a maximum of more than one year or, as regards EU member states that have a minimum threshold for crimes or offenses in their legal systems, any crime or offense punishable by deprivation of liberty or a detention order for a minimum of more than six months.

b. The Client represents and warrants that it is not (i) registered for VAT purposes under IOSS with another IOSS intermediary, nor that it is in the process to do so, unless such establishment or registration is agreed to in writing by Euify OSS B.V.. The Client will take all actions requested by Euify OSS B.V. to transition any prior IOSS registrations to Euify OSS B.V. in order for Euify OSS B.V. to provide Euify OSS B.V. IOSS Intermediary. Unless the Client separately has notified Euify OSS B.V. to the contrary in writing prior to entering into these Euify OSS B.V. Intermediary Terms, the Client represents and warrants that it has no outstanding tax liability in the EU.

c. Unless the Client notifies Euify OSS B.V. to the contrary in writing, the Client represents and warrants that none of the the Client Affiliated Parties is a Politically Exposed Person (“PEP”) as defined by the Financial Action Task Force and which definition is located in the document available at https://www.fatf-gafi.org/documents/documents/peps-r12-r22.html. The Client represents and warrants that none of the the Client Affiliated Parties are under sanction, prohibition, or restriction from the United Nations, the EU, any other EU member states, Canada, or the United States.

d. The Client represents and warrants that all information and documentation provided to Euify OSS B.V. under these Euify OSS B.V. Intermediary Terms, including in relation to Payment Services and to fulfil its obligations under Section 5, are true, correct and complete.

e. The Client’s representations and warranties in this Section 6 are deemed to be made continuously throughout the Term, and the Client will immediately provide written notice in reasonable detail to Euify OSS B.V. at any time that such statement ceases to be true, correct, or complete during the Term.

7. Termination and Suspension.

a. Euify OSS B.V. may suspend operations and activities on behalf of the Client at any time if the Client has not fully paid its VAT Obligations or performed its other obligations under the Agreement, or while any the Client action or provision of information is outstanding after the relevant deadline, or if Euify OSS B.V. has reasonable grounds to believe that the Client will not be able to comply with its obligations under the Agreement. If Euify OSS B.V. invokes such right to suspend operations or activities, Euify OSS B.V. will notify the Client accordingly and may also notify affected third parties.

b. Notwithstanding anything to the contrary in the Terms, the Client acknowledges that Euify OSS B.V. may, at its option, terminate the Agreement and the Client’s use of Euify OSS B.V. IOSS Intermediary for cause at any time. Grounds for termination for cause include but are not limited to the following:

i. The Client suffers from an insolvency event, i.e.

(a) upon the filing of any voluntary petition by the Client under any bankruptcy laws;

(b) upon the filing of any involuntary petition against the Client under any bankruptcy laws that is not dismissed within sixty (60) days after filing;

(d) upon any assignment of all or substantially all the assets of the Client for the benefit of creditors; or

(e) in the event of a change of control over the Client.

ii. The Client has violated any Applicable Laws, prior to or during the Term;

iii. The Client breaches the Agreement (including these Euify OSS B.V. Intermediary Terms), including by failing to timely provide required information or fund VAT Obligations or other payments;

iv. The Client s uses Euify OSS B.V. IOSS Intermediary in a manner that threatens the reputation or wellbeing of Euify OSS B.V. or the integrity of Euify OSS B.V. IOSS Intermediary, or that impairs the use of Euify OSS B.V. IOSS Intermediary by other Euify OSS B.V. The Client s;

v. if a power of attorney granted by the Client to Euify OSS B.V. terminates, or any appointment of Euify OSS B.V. is terminated for any reason; or

vi. if Euify OSS B.V. VAT Reporting or any other Services or contractual relationship between Euify OSS B.V. and the Client, terminates for any reason.

c. The Euify OSS B.V. IOSS Intermediary termination date will be the earlier date on which either the Client’s access to Euify OSS B.V. IOSS Intermediary is terminated or the date on which the appropriate form(s) to terminate Euify OSS B.V. as the Client’s IOSS intermediary is filed with the applicable tax authority. Termination of Euify OSS B.V. IOSS Intermediary will automatically lead to termination of any appointment or any power of attorney granted under these Euify OSS B.V. Intermediary Terms.

d. Upon any termination by Euify OSS B.V. under Section 7(b), Euify OSS B.V. will not refund any amount of fees to the Client. Euify OSS B.V. expressly disclaims liability for any damages the Client incurs related to such termination. In the event of such termination, Euify OSS B.V. may terminate the Client’s use of any other product or service offered by Euify OSS B.V. or any Affiliate immediately upon written notice.

e. If required under any Applicable Laws or requested by Euify OSS B.V., the Client will appoint another IOSS intermediary that assumes Euify OSS B.V.’s obligations under these Euify OSS B.V. Intermediary Terms immediately following termination of the Client’s subscription for Euify OSS B.V. IOSS Intermediary under these Euify OSS B.V. Intermediary Terms, or at any other time specified by Euify OSS B.V. in its discretion. During any period in which the Client fails to comply with this obligation, the Client shall continue to comply with its obligations towards Euify OSS B.V. and will be liable for all resulting Losses (as defined below).

f. Following any termination, the Client remains subject to all obligations and liabilities, including VAT and other payment obligations and information requirements, arising out of or related to Euify OSS B.V. IOSS Intermediary prior to termination.

8. Autorenewal and Notification of Contract Termination.

Euify OSS B.V. contact runs indefinitely for a minimum of 3 months. The contract will automatically renew for another 3 months unless notification to terminate the contract is given in writing at least one month prior to the renewal date. An advance payment fee of €95.00 is required to de-register with the Dutch tax authorities.

9. Fees.

(a) Invoices or other Order Documents specifying fees may be issued and sent to the Client by Euify OSS B.V., an Affiliate, or on behalf of Euify OSS B.V. by Third-Party PSP or another service provider.

(b) The Client authorizes Third-Party PSP to collect subscription fees and pay such amounts to Euify OSS B.V., provided that the Client may also pay such amounts to Euify OSS B.V. directly. Any subscription fees collected by Third-Party PSP may be deducted from amounts that Third-Party PSP holds on behalf of the Client. If the Client is required to report transactions that occurred prior to the Client’s appointment of Euify OSS B.V. under these Euify OSS B.V. Intermediary Terms, these backfilling services will be considered an ancillary service.

10. Further Limitations of Liability.

a. Euify OSS B.V. IOSS intermediary is made available to the client on an “as is” and “as available” basis, unless otherwise specified in these Euify OSS B.V. intermediary terms. To the fullest extent permitted by applicable laws, Euify OSS B.V. Disclaims all warranties express or implied, including the implied warranties of merchantability, noninfringement, and fitness for a particular purpose. Euify OSS B.V. Specifically disclaims any representations or warranties that (a) any governmental information (including without limitation information regarding tax rates or the applicability of certain taxes), or (b) any information imported from any other application, site, or service, is accurate, complete, current, or applicable to the client or its business.

b. nothing in this agreement shall be construed as limiting either party’s liability for death or personal injury caused by negligence, for fraud or for fraudulent misrepresentation or any other liability which cannot be excluded or limited by law. The remedies described in this section are the Client’s only remedies for any breach of warranty or any other claim. Euify OSS B.V.’s total liability arising out of Euify OSS B.V. IOSS intermediary, whether on warranties, claim of negligence, or otherwise, shall not, in any case, exceed the amount paid by the client to use Euify OSS B.V. IOSS intermediary during the twelve-month period preceding the events giving rise to the claim.

c. save as otherwise stated in section 9(b), Euify OSS B.V. Shall not be liable to the client or any third party for any incidental, indirect, consequential, punitive, exemplary, lost profits or special damages, even if the client has been advised of the possibility of such damages and even if such damages are reasonably foreseeable. Further, Euify OSS B.V. Shall not be liable for any fees, penalties, interest and other charges assessed by a tax authority of an eu member state due to a late or missed filing resulting from the Client’s failure to provide any required information or timely approval of a return, or due to late or missed vat obligation or other payment owed by the client. Except as prohibited by applicable laws, the client may not bring any claim relating to these Euify OSS B.V. intermediary terms or Euify OSS B.V. IOSS intermediary more than two years after the events giving rise to the claim occurred.

11. Indemnification; Liability of the Client.

a. Euify OSS B.V. and the Client may have joint and several liability for the Client’s fulfillment of VAT Obligations. If Euify OSS B.V. incurs any liability, or is compelled to pay any amount related to the Client’s actions, omissions, or obligations, the Client shall indemnify and hold harmless, and at Euify OSS B.V.’s option shall defend, Euify OSS B.V.,, and each of its and their officers, directors, owners, employees, representatives and agents (each, an “Euify OSS B.V. Indemnitee”) from and against any liability, loss, settlement payment (including any settlement an Euify OSS B.V. Indemnitee agrees to pay), interest, award, judgment, damages (including punitive damages), fines, fees, penalties, filing fees and court costs, witness fees, reasonable attorneys’ and other professionals’ fees, other reasonable investigation and defense costs, and any other fees, costs, expenses and charges (“Losses”) incurred by, or pending or threatened against, any Euify OSS B.V. Indemnitee that arise out or relate to any (i) any VAT Obligations, or (ii) any third-party claim or action arising out of or related to the Client’s actions or omissions or the provision of Euify OSS B.V. IOSS Intermediary to the Client (including any claims or actions in connection with Euify OSS B.V.’s termination of the Client under these Euify OSS B.V. Intermediary Terms), except to the extent such claim or action results directly from the gross negligence or intentional misconduct of Euify OSS B.V., or (iii) breach of any of the Client’s representations or warranties, or any failure or omission of the Client to meet or perform any of its covenants, undertakings or obligations pursuant to the Euify OSS B.V. Intermediary Terms or to Euify OSS B.V. IOSS Intermediary, including without limitation the payment of any VAT Obligation or other liability hereunder or the provision of accurate VAT identification numbers and correct documents, information and data.

b. If any Euify OSS B.V. Indemnitee incurs any liability in connection with the VAT Obligations or the Client’s actions or omissions under the Agreement, that Euify OSS B.V. Indemnitee shall have full recourse against the Client and all other rights available at law and in equity to recover such liability. In order to secure the payment of any amount that is may be due from the Client to any Euify OSS B.V. Indemnitee under the Agreement or otherwise, Euify OSS B.V. has a right of retention and offset, and a right of pledge over, all moneys and other items of value that Euify OSS B.V. or Third-Party PSP may hold on behalf of the Client, or that may be due from Euify OSS B.V. to the Client under the Agreement or under any other current or future arrangement the Client may enter into with Euify OSS B.V.. Each Euify OSS B.V. Indemnitee is an intended third-party beneficiary under the Agreement.

12. Governing Law

The governing law of these Euify OSS B.V. Intermediary Terms shall be the substantive law of The Netherlands. The language to be used in the proceedings shall be Dutch.

13. General.

a. By using Euify OSS B.V. IOSS Intermediary or sending electronic messages to Euify OSS B.V., the Client is communicating with Euify OSS B.V. electronically. Euify OSS B.V. may be required by law to send the Client communications about Euify OSS B.V. IOSS Intermediary or third-party products or services and will do so in accordance with its then-current privacy policy. By registering for Euify OSS B.V. IOSS Intermediary, sending Euify OSS B.V. an electronic message, or otherwise communicating with Euify OSS B.V., the Client has agreed to communicate with Euify OSS B.V. electronically.

b.In the event of any contrary or inconsistent terms between the VAT Terms and the General Terms, on the one hand, and the Euify OSS B.V. Intermediary Terms, on the other, with respect to the provision of Euify OSS B.V. IOSS Intermediary, the Euify OSS B.V. Intermediary Terms will control with respect to the provision of Euify OSS B.V. IOSS Intermediary.

c.Any reference in these Euify OSS B.V. Intermediary Terms to the “discretion” of Euify OSS B.V. means the “sole and absolute discretion” of Euify OSS B.V..

d. The Client may not assign these Euify OSS B.V. Intermediary Terms without the prior written consent of Euify OSS B.V.. Euify OSS B.V. may assign all or any part of these Euify OSS B.V. Intermediary Terms to any other party upon notice to the Client.

APPENDIX A

Information and Documents Required per Transaction

An authorization to act as IOSS Intermediary may only be granted by local authorities if certain conditions are fulfilled. One of these conditions is that the fiscal representative keeps efficient and well-organized records. These must clearly and convincingly demonstrate to any tax authorities that VAT legislation and VAT regulations have been applied correctly. In many cases Euify OSS B.V. may not have the required documents, information and data at its disposal, but nevertheless shares responsibility to local tax authorities with respect to this information. The Client therefore must provide these in the manner and format specified by Euify OSS B.V. no later than 7 days after expiry of the VAT return period. After termination of Euify OSS B.V. IOSS Intermediary, the Client shall continue to have the obligation, pursuant to Section 7, to cooperate in every way and if so required provide all documents, information, and data concerning the activities carried out within the framework of these Euify OSS B.V. Intermediary Terms for 10 years from the end of the year in which the supply was carried out, as required by Article 63c of the VAT Implementing Regulation. Such records should be made available electronically upon the request of EU member states and may be submitted to the EU member states concerned using a standard form.

GENERAL

Description of any transactions for which Euify OSS B.V. is to act as fiscal representative for the Client pursuant to these Euify OSS B.V. Intermediary Terms.

Required Documents, Information And Data Per Transaction Carried Out By The Client, Including:

• all documents, information and data required for customs clearance;

• all customs declarations of goods imported or to be imported;

• VAT invoice (if issued) or the commercial invoice accompanying the goods for customs clearance

• All specific data referred to in column H7 of Annex B to Delegated Regulation (EU) 2015/2446.

Version 1.2 – 20-Aug-2022