These General Terms are applicable to the agreement between TaxControlSolutions B.V. (“TCS”) and you (“Customer”) in respect of the VAT validation tool
Software means: the VAT validation tool, which has the following specifications:
- A Microsoft Excel based solution which has an automated interface with the VIES database.
- TCS transfer and grants to Customer a non-exclusive, non-transferable license to use the Software and Documentation for Customer’s internal use.
- Customer shall not resell to, make available for use by, or otherwise transfer title to any Product to, any end user or other third party.
- Customer will forfeit to TCS for every breach of the provisions of par. 2 of this article immediately and in full without the need for a summons or notice of default, a penalty of € 25,000 (in words: twenty fife thousand euros) for each noted breach and of € 1,000 (in words: one thousand euros) for each day that Customer is in breach, without prejudice to TCS’ right to demand compensation of the actual loss instead.
- In consideration for TCS's execution of these General Terms and performance of the terms and conditions contained herein, Customer agrees to pay to TCS the sum of Euro €250 (in words: two-hundred and fifty euros) which shall be paid directly via the Grant Thornton website.
- Customer's exclusive remedy under these General Terms shall be to require TCS to correct any material nonconformance to the specifications as set forth in Exhibit A hereto or, at TCS's option, to receive repayment in full of the Price referred to under art 3.
TCS will not be liable for any:
- damage arising from any use of the Software by Customer;
- special, incidental, indirect or consequential damages;
- loss of any of the following: profits, revenue, business, anticipated savings, use of any product or service, opportunity, goodwill or reputation;
- lost or damaged data;
- TCS’s total aggregate liability is in any event limited to the money paid to TCS under these General Terms;
- This limitation of liability applies whether the claims are contract, tort (including negligence), misrepresentation or otherwise. This limitation of liability is in the aggregate and not per incident.
- Neither Party may assign, directly or indirectly, all or part of its rights or obligations under these General Terms without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.
- If any provision or provisions of these General Terms shall be held invalid, illegal unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions, shall remain in full force and effect as if such invalid or unenforceable term had never been included.
- These General Terms shall be construed, interpreted and enforced in accordance with the laws of the Netherlands.
- The court in ‘s-Gravenhage, the Netherlands, shall have jurisdiction to hear any dispute under these General Terms.