Service Terms and Conditions

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

a. “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.

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

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

d. “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 by Marosa on behalf of the 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).

e. “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.

f. “Entrepreneur” means a natural or legal person who, when entering into this Agreement, acts in exercise of their trade, business, or profession within the meaning of §14 BGB.
g. “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 Marosa incurs when providing the Services.

h. “Filing Approval Deadline” means the deadline by which Customer must review and request adjustment of a draft filing prepared by Marosa, as specified in the Tax Calendar. If the Customer does not provide written feedback or objections to the draft filing by the Filing Approval Deadline, Marosa shall not file or submit the document, unless the Customer has expressly authorized Marosa in writing to file or submit the filings without the Customer’s review and approval.
i. “Filing Entity” means the entity for which Customer requests that Marosa provide the applicable Service.
j. “Filing Information” means the Filing Entities and, for each Filing Entity, the Filing Jurisdiction(s), VAT Registration Number(s), Tax Data, other information supporting identification and filing with the Filing Jurisdiction(s), E-Portal Credentials (if applicable), and other information requested by Marosa to provide the applicable Service.
k. “Filing Jurisdiction” means a taxing jurisdiction supported by Marosa for which Customer requests Marosa to provide the applicable Service.
l. “Indirect Tax Agent” means a person or entity authorized to prepare and file Standard and/or Non-Standard Indirect Tax Returns or perform related duties as prescribed by Applicable Laws.
m. “Marosa” means MAROSA LTD, having its registered office, America House, Rumford Court, Rumford Place, L3 9DD, Liverpool, United Kingdom.
n. “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.
o. “Non-Standard Indirect Tax Return” means any corrective or retrospective indirect tax return, that is not part of the Standard Indirect Tax Returns or the Customer’s regular, periodic VAT indirect tax compliance obligations, but is instead prepared and submitted to regularize past VAT periods, correct previously declared operations, include undeclared VAT or transactions, or make other adjustments necessary to ensure that the VAT return accurately reflects the Customer’s true VAT position, all in accordance with Applicable Laws and as specified in the applicable Order Document.
p. “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. 
q. “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 the Platform, the database, system and server software, and the computer hardware on which that software, application, database, system and server software is installed.
r. “Registration” means the process of registering a Filing Entity with the taxing authority in a Filing Jurisdiction to report and pay indirect tax.
s. “Services” means the Services provided by Marosa under this Agreement, including the VATify Managed Indirect Tax Compliance Service, as well as any optional Additional Services specified in the applicable Order Document (e.g. VAT Registration, VAT De-Registration, OSS, IOSS, and Pro forma invoicing).
t. "Service-Specific Supplemental Terms" means additional supplemental terms that apply to certain Services, as specified in the applicable Order Document.
u. “Standard Indirect Tax Return” means (i) a periodic Indirect Tax Return; (ii) a VAT return available under a special scheme or arrangement as provided for under the VAT Directive (both Chapters 6 and 7 of Title XII) (OSS/IOSS); or (iii) a Supplementary Filing required with a Standard Indirect Tax Return.
v. “Supplementary Filing” means Intrastat, European Sales Listing, Annual Summary Returns or other forms required by a Filing Jurisdiction.
w. “Tax Calendar” means the dates and deadlines relating to the performance of the applicable Service that Marosa makes available to Customer through the Service, in the Documentation or otherwise. The Tax Calendar for VATify Managed Indirect Tax Compliance includes, for example, the date by which Tax Data must be received from Customer, the Filing Approval Deadline, the filing date for the Standard or Non-Standard Indirect Tax Return, and the due date for the VAT payment associated with the Return.
x. “Tax Data” means all the Customer Data necessary to properly complete the applicable Standard Indirect Tax Return and/or Non Standard Indirect Tax Return or other Services.
y. “VAT” means value-added and indirect tax.
z. "VAT De-Registration" means Marosa's Service for de-registering Filing Entities in Filing Jurisdictions.
aa. “VATify Managed Indirect Tax Compliance” means Marosa’s Service for preparation and filing (if applicable) of Standard Indirect Tax Returns and/or Non-Standard Indirect Tax Returns, and as applicable, notice management related thereto as specified in the Order Document.
bb. “VAT Registration” means Marosa’s Service for registering Filing Entities in Filing Jurisdictions.
cc. “VAT Registration Number” means a unique number provided by the tax authority in the applicable Filing Jurisdiction for use by a Filing Entity.

2. The Services

2.1. VATify Managed Indirect Tax Compliance Service. Marosa will provide the Customer with the VATify Managed Indirect Tax Compliance Service as described in these Terms and the applicable Order Document. This Service includes that Marosa will:

2.1.1. Provide the Customer with assistance with the software and support to complete and submit (if applicable) periodic Standard Indirect Tax Returns required under Applicable Laws. All the Tax Data required for completing the Standard Indirect Tax Returns will be provided by the Customer.

2.1.2. Inform the Customer in a timely manner about:

2.1.2.1. Additional information requirements, if any, to prepare the Standard Indirect Tax Returns;

2.1.2.2. Relevant changes in Applicable Laws that could affect the tax compliance obligations described in Clause 2.1;

2.1.2.3. Additional reporting obligations in each country according to relevant statutory reporting requirements.

2.1.3. Prepare a Tax Calendar with internal and statutory deadlines for each tax obligation according to the Tax Data provided by the Customer. Unless otherwise expressly agreed with Marosa, receiving this Tax Calendar will constitute acceptance by the Customer of each internal deadline and every reporting period.

2.1.4. Prepare and send a request for Tax Data for the relevant Filing Jurisdiction for which information is required.

2.1.5. Arrange for preparation and submission (if applicable) of Standard Indirect Tax Returns with sub-contractors where required. If it is not possible to delegate submission, Marosa will provide instructions on how to submit the relevant return.

2.1.6. Be responsible for archiving all relevant documentation related to the Services.

2.2. Additional Services. Additional Services may be acquired by the Customer on an optional basis, subject to and as specified in an applicable Order Document. Each additional Service will be subject to the terms, scope, and fees set out in the relevant Order Document. Additional Services may be subject to Service-Specific Supplemental Terms, which Marosa shall make available to the Customer and the Customer shall accept upon execution of the relevant Order Document. For the avoidance of doubt, Marosa is not obliged to provide any additional Services unless and until such Services are expressly agreed in an Order Document.

The following Additional Services may be provided by Marosa, as further detailed in the relevant Order Document

2.2.1. VAT Registration. Where applicable, Marosa will co-ordinate new VAT registrations of the Customer in accordance with the Filing jurisdictions outlined in the Order Document, as requested by the Customer. Marosa will provide the list of required documents and, upon receiving all requested documentation, prepare the relevant registration forms and supporting letters. Marosa shall prepare and furnish to the Customer all information and Documentation reasonably required for the Customer to execute and submit the applicable VAT Registration applications and filings. Upon review, completion and signing of the VAT Registration documents by the Customer, the Customer shall return the completed applications to Marosa, and, where applicable, Marosa shall submit such applications to the relevant tax authorities on the Customer’s behalf, as agreed in the relevant Order Document. For the avoidance of doubt, registration under VAT Registration includes only the one-time registration effort and does not include any maintenance of registrations, Fiscal Representation registrations (unless Customer purchases Fiscal Representation services for the applicable Filing Jurisdiction), EORI applications, VAT deferment or similar schemes, any negotiations with tax authorities, or preparation or filing of any Non-Standard Indirect Tax Return.)

2.2.2. Transferring VAT Agent Role. Where applicable, Marosa will co-ordinate the transfer of the role of the Customer’s VAT Agent in accordance with the Filing Jurisdictions outlined in the Order Document, as requested by the Customer.

2.2.3. VAT De-Registrations. Where applicable, Marosa will co-ordinate VAT De-Registrations of the Customer in accordance with the Filing Jurisdictions outlined in the Order Document, as requested by the Customer.

2.2.4. Non-Standard Indirect Tax Returns Service. Where requested by the Customer and as specified in the applicable Order Document, Marosa will assist with the regularization of past VAT periods and preparation and submission of other Non-Standard Indirect Tax Returns, by preparing and submitting (if applicable) the Non-Standard Indirect Tax Returns or amendments for prior periods to bring the Customer’s VAT obligations up to date, in accordance with Applicable Laws. This Service covers corrections of previously declared operations, inclusion of undeclared VAT or transactions, and any other adjustments necessary to ensure that the VAT return reflects the Customer’s true VAT position.

2.2.5. Pro forma invoices. Where applicable, Marosa will provide automated invoice generation, documenting tax-exempt intra-EU goods movements. Pro forma invoice Services ensure that businesses can correctly apply 0% VAT on European Community Supplies (ECS) and deduct VAT on European Community Acquisitions (ECA) outlined in the Order Document, as requested by the Customer.

2.2.6. OSS Services: Preparation of VAT returns via Union OSS or Non-Union OSS outlined in the Order Document, as requested by the Customer.

2.2.7. IOSS Intermediary. If Customer requests, Marosa may provide IOSS Intermediary services to Customer outlined in the Order Document, as requested by the Customer.

2.2.8. Correspondence Services: Marosa will act as correspondence address for the Customer, which includes receiving letters from tax authorities and making them available in the Platform outlined in the Order Document, as requested by the Customer.

2.2.9. The Additional Services are optional and may be subject to Service-Specific Supplemental Terms, which Marosa shall make available to the Customer and the Customer shall accept upon execution of the relevant Order Document. 

2.3. General Provisions Applicable to All Services.

2.3.1. 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.

2.3.2. Marosa may use subcontractors to facilitate its obligations under the Agreement, and Marosa shall be responsible for the acts and omissions of such subcontractors relating to the Agreement as though they were those of Marosa.

2.3.3. Marosa’s obligations are strictly limited to those expressly set out in this Agreement and the applicable Order Document.

2.3.4. As the basis for informing the Customer of a potential tax liability abroad, Marosa uses information on tax rates and sales thresholds provided by official bodies. Marosa is not obliged to provide independent consulting services or verification of the accuracy of such information communicated by official bodies and assumes no warranty or liability in this respect. Marosa does not provide any independent assistance in tax matters and does not conduct any tax-related research, in particular with regard to potential changes in legislation or amended announcements issued by the relevant tax authorities. Marosa is not obliged to provide any Service beyond those listed in the respective Order Document, in particular no verification of the accuracy of the Tax Data or the tax rates provided.

2.3.5. The Service is available only for sales of products subject to standard taxation. This refers to transactions where the purchaser pays for the service exclusively in monetary form and said payment is fully subject to tax. The Services are therefore not offered, for example, for sales that are subject to the margin taxation scheme as defined in section 25a German Sales Tax Act (UStG).

2.3.6. Marosa shall use all reasonable endeavors to maintain the availability of the Services and the Platform to the Customer, but does not guarantee 100% availability. The Customer has access to Marosa’s support channels, including email and phone. Marosa commits to responding to the Customer’s inquiries and requests regarding the Platform within 5 business days. Marosa endeavors to identify and resolve any Platform bugs or issues within the shortest possible timeline to maintain Platform performance and reliability. The Customer will be notified in advance of any scheduled maintenance that may temporarily affect the availability of the Platform. Marosa strives to schedule maintenance during off-peak hours to minimize disruption to the Customer’s operations.

3. Customer Responsibilities and Obligations

3.1. Provision of Data and Information. The Customer shall provide Marosa with all Tax Data and other information required for the performance of the Services, in the format and by the deadlines specified by Marosa or as set out in the Tax Calendar. The Customer is solely responsible for the accuracy, completeness, and timeliness of all data and information provided to Marosa.

3.2. Approval of Filings. Where applicable, the Customer shall review and approve any Standard Indirect Tax Returns, Non-Standard Indirect Tax Returns, or other filings prepared by Marosa within the Filing Approval Deadline specified in the Tax Calendar or as otherwise communicated by Marosa, but in any case, at least two (2) working days before the relevant statutory deadline. If the Customer does not provide written feedback or objections to the draft filing by the Filing Approval Deadline, Marosa shall not file or submit the document and shall not bear any responsibility for such non-filing or non-submission, unless the Customer has expressly authorized Marosa in writing to file or submit the filings without the Customers’s review and approval. In any case, Marosa shall bear no responsibility whatsoever for any filing deadlines exceeded or unreviewed filings submitted to tax authorities due to the Customer’s failure to review and approve the draft filings by the Filing Approval Deadline. Moreover, Marosa shall be entitled to charge the Customer for any Standard Indirect Tax Returns, Non-Standard Indirect Tax Returns or other filings prepared and submitted for the Customer’s review, even if the relevant Standard Indirect Tax Returns, Non-Standard Indirect Tax Returns or other filings is was not submitted to the tax authorities due to reasons arising from the Customer. Marosa will remind the Customer of the Filing Approval Deadline and the consequences of non-response each time a draft filing is provided. If the Customer is prevented from responding due to force majeure or technical issues outside their control, the Customer must notify Marosa as soon as reasonably possible, and the parties will agree on a reasonable extension.

3.3. Compliance and Cooperation. The Customer shall: (i) ensure the correct tax treatment of its invoices and activities; (ii) be responsible for ensuring its correct VAT status in each relevant jurisdiction, such as permanent establishment implications; (iii) keep all records required by Applicable Laws for the statutory retention period; and (iv) provide Marosa with an overview of its activities relevant to VAT compliance and, if required, copies of all VAT-relevant correspondence with its tax advisor.

3.4. Tax Payments. The Customer shall be responsible for making payment, where due, of the liability associated with the Standard and Non-Standard Indirect Tax Returns to the relevant authorities.

3.5. Access and Authorizations. The Customer shall provide Marosa with all necessary access to its systems, accounts, and documentation as required for the provision of the Services, including, if applicable, provide Marosa with the required access to their accounts on the respective online shop systems or marketplaces. The Customer shall execute any powers of attorney or other authorizations for each Filing Entity, in the form requested by Marosa, as reasonably requested by Marosa for purposes of providing the applicable Service. Upon termination of Marosa’s provision of the applicable Service with no balance due, Marosa will cease to use any power or authority granted by a Customer power of attorney.

3.6. 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.

3.7. 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.

3.8. Data Quality and Timeliness. The Customer is responsible for ensuring that all Tax Data and other information provided to Marosa is complete, accurate, and provided in a timely manner. The Customer shall promptly provide any missing data or approvals upon request by Marosa. The Customer is responsible for the timely and contractual provision of such cooperation. Marosa is not liable for any damages incurred by the Customer caused by delayed, incomplete or inaccurate data or approvals (for example, due to a failure to update relevant interfaces to online shop systems or marketplaces, or due to non-compliance with certain documentation guidelines provided by Marosa). This does not affect Marosa’s liability (as limited in accordance with Section 11) in cases where, due to reasons attributable to Marosa, Marosa fails to forward information received, forwards it incorrectly, or delays notifying the Customer of missing data or data records for approval to such an extent that, even if the Customer acts dutifully, a delay in the VAT return filing is unavoidable.

3.9. Technical Compatibility. The Customer is solely responsible for the provision, maintenance, and proper functioning of all hardware, software, network infrastructure, and internet connectivity necessary to access and use 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 Services. Marosa shall not be liable for any failure or delay in the performance of the Services resulting from deficiencies or incompatibilities in the Customer’s technical environment.

3.10. Compliance with Laws and Acceptable Use. The Customer shall use the Services and Platform strictly in accordance with this Agreement 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.

3.11. Prohibited Activities and Security Obligations. The Customer is expressly prohibited from:

3.11.1. Attempting to gain unauthorized access to the Platform, Services, other accounts, computer systems, or networks connected to the Services, including by hacking, password mining, or any other means;

3.11.2. Using the Services to support activities directly or indirectly related to money laundering, terrorism financing, fraud, or other financial crimes;

3.11.3. 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;

3.11.4. Providing personal data not required for billing or service provision, or any content that is unlawful or violates third-party rights;

3.11.5. Using the Services in any manner that could damage Marosa’s reputation or violate the Agreement.

3.12. Termination or Restriction of the Services. The Customer is responsible for ensuring that only relevant Customer Data is provided to Marosa, and for promptly notifying Marosa of any suspected unauthorized access or security incidents. Marosa reserves the right to monitor compliance with this Agreement and to restrict or terminate the Customer’s access to the Services for any breach of this Agreement, without notice.

4. Fees

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

4.2. Scheduled Payments. If the Customer is required to pay 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.

4.3. 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.

4.4. 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) payment obligations are non-cancellable and fees and Expenses paid are non-refundable. For the avoidance of doubt, any periodic (annual or monthly) subscription fees and any other payments paid by the Customer for Services not yet delivered are non-refundable.

4.5. 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 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 all other taxes, duties, levies, or similar governmental assessments of any nature (including, without limitation, value-added, sales, use, and withholding taxes) imposed in connection with the Services.

4.6. 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 60^th day following the issuance of an invoice.

4.7. Price Adjustments. Unless expressly agreed otherwise in writing, Marosa reserves the right to review and adjust the prices for the Services specified in this Agreement on an annual basis, to reflect changes in the Consumer Price Index (CPI) as published by the Federal Statistical Office of Germany (Statistisches Bundesamt) or any other official German body. Any such adjustment shall be made in accordance with sections 305 et seqq. and 307 of the German Civil Code (Bürgerliches Gesetzbuch, BGB), ensuring that the adjustment is reasonable and transparent for the Customer. The Customer acknowledges that the following shall not be regarded as price increases within the meaning of this clause: (i) additional fees charged for any upgrade or for additional Services ordered by the Customer; (ii) fees for usage exceeding the Customer’s agreed usage tier; and (iii) the expiry of any discount or incentive programmes to which the Customer was previously entitled.

4.8. Additional Services and Fees. For each Additional Service acquired by the Customer under an Order Document (including but not limited to each Registration or De-Registration of a Filing Entity, Non-Standard Indirect Tax Filing, country-specific support tasks or filings, EORI or VIES registrations, VAT deferment filings, and provision of additional information or certificates required by certain countries), the Customer shall pay the fee specified in the relevant Order Document.

4.9. 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.

4.10. Additional Fees for Incorrect or Incomplete Data. In case incorrect or incomplete Tax Data is received from the Customer, or in case further instructions are received which require a new form to be prepared with the additional or corrected information, Marosa will charge an additional fee corresponding to the same amount as the standard fee agreed for the relevant return.

4.11. Excessive Preparation Time; Data Transformation. If Customer fails to timely provide accurate and complete Filing Information or Tax Data (including additional information requested by Marosa to clarify the Filing Information or Tax Data), fails to provide VAT 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.

5. Use of Platform

5.1. Right of Use. The Customer acknowledges and agrees that the Managed Indirect Tax Compliance Services provided under this Agreement may be delivered in conjunction with the Platform developed and owned by Marosa. Marosa hereby grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform solely for the purpose of receiving the Services under this Agreement and for the duration of the Agreement.

5.2. Restrictions. The Customer is expressly prohibited to:

5.2.1. Use the Platform for any purpose other than as expressly permitted by this Agreement;

5.2.2. Reproduce, modify, adapt, translate, distribute, sell, lease, sublicense, or otherwise make the Platform available to any third party;

5.2.3. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Platform, except to the extent expressly permitted by Applicable Laws;

5.2.4. Remove, alter, or obscure any proprietary notices or labels on the Platform.

5.3. 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.

5.4. 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.

6. Legal Nature of the Services

Unless expressly agreed otherwise in the relevant Order Document, the contractual relationship between Marosa and the Customer under this Agreement shall be classified as a service contract (“Dienstvertrag”) within the meaning of sections 611 et seqq. of the German Civil Code (BGB). Accordingly, Marosa undertakes to perform the agreed activities with due care, but does not guarantee the achievement of a specific result unless expressly stated otherwise.

7. Eligibility – Entrepreneur Status

Marosa provides the Services exclusively to Entrepreneurs (“Unternehmer”) within the meaning of section 14 of the German Civil Code (BGB). If, contrary to this intention, a contract is inadvertently concluded with a consumer (“Verbraucher” as defined in section 13 BGB), Marosa shall be entitled to withdraw from or terminate the Agreement with immediate effect upon written notice to the consumer. In such a case, Marosa will refund any payments received for Services not yet performed, unless otherwise required by Applicable Laws. Any further claims of the consumer are excluded to the extent permitted by Applicable Laws.

8. Data Processing and Data Protection

8.1. Marosa and the Customer shall enter into a data processing agreement (“DPA”) in accordance with Article 28 of the General Data Protection Regulation (GDPR). The conclusion of such a DPA is a condition precedent for the provision of Services by Marosa.

8.2. 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. For more information, please refer to the Privacy Policy.

8.3. Marosa is entitled to anonymize all 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. 

9. Indemnification

The Customer indemnifies Marosa against all claims, damages and costs (including reasonable legal defence expenses, in particular standard attorney’s fees) that are incurred by Marosa as a result of third-party claims arising from an actual or alleged breach by the Customer of its obligations under this Agreement.

10. Term, Termination

10.1. Unless the Order Document or specification of the relevant Service provides for a fixed term, this Agreement is concluded for an indefinite period and may be terminated ordinarily by either Party, by giving the other Party at least 90 calendar days advance written notice.

10.2. Unless provided otherwise in the Order Document or specifications 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 may not be terminated (ordinary termination) during the fixed term.

10.3. Either Party may terminate the contract for good cause without adhering to a notice period (extraordinary termination) in accordance with Applicable Laws. Good cause for Marosa exists in particular if the Customer, despite a reminder and the setting of a reasonable deadline, fails to make due payments, or if the Customer breaches its obligations under Section 3 or other material obligations under the Agreement.

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

10.5. 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.

10.6. 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.

11. Warranty and Liability

11.1. Where the Customer is, on the merits, entitled to statutory warranty claims with respect to a part of the Service (in particular, where the Service does not qualify as a service (“Dienstvertrag”) within the meaning of sections 611 et seqq. German Civil Code (BGB)), Marosa is entitled, at its discretion and at its expense, to remedy the defect or to perform the Service again within a reasonable period.

11.2. The Customer must immediately, and in any case no later than within 10 business days of discovery, report and describe any errors in sufficient detail to enable Marosa to analyze, reproduce, and correct them.

11.3. If subsequent performance fails irreparably, the Customer is entitled to terminate the Agreement, reduce the remuneration, or claim damages in accordance with this Section 11. Other claims, in particular any right of self-remedy, are excluded to the extent permitted by Applicable Laws.

11.4. The following provisions apply exclusively with regard to liability:

11.4.1. Marosa assumes unlimited liability for damages resulting from acts of intent or gross negligence, for damages to life, body or health, for breaches of guarantees expressly designated as such, and in accordance with the German Product Liability Act, and for other damage for which liability may not be limited under Applicable Laws.

11.4.2. In all other cases not covered by Section 11.4.1, Marosa’s liability for damages arising from the Agreement shall be limited to breaches of material contractual obligations (“Kardinalpflichten”), i.e. obligations, the fulfilment of which is essential for the proper execution of this Agreement and on which the Customer may therefore generally rely. In such cases, Marosa’s liability shall be limited to the amount of damages that are typical and foreseeable at the time of conclusion of the Agreement. Furthermore, Marosa’s aggregate liability for damages under the Agreement shall not exceed the total net fees paid by the Customer to Marosa under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11.4.3. Where Marosa is, on the merits, liable for Customer Data loss under the above provisions, such liability is limited to the costs of recovering the Customer Data that would have been incurred if the Customer had fully complied with their data backup obligations pursuant to Section 3.7.

11.4.4. Marosa is not liable for delays in performance caused by events of force majeure (such as strikes, lockouts, official orders, natural disasters, war, general telecommunications disruptions, etc.) or by circumstances within the Customer’s sphere of influence (such as failure to provide required cooperation in a timely manner or delays caused by third parties attributable to the Customer). Such events and circumstances entitle Marosa to postpone the provision of the affected Services for the duration of the disruption plus a reasonable lead time. Marosa will notify the Customer of such delays in the provision of Services, unless the notification of the delay in the provision of Services itself is prevented by the reasons described in this Section.

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

12. Disclaimer of Implied Warranties

Except as expressly provided in the Agreement, the Services and the 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 or Platform, including the implied warranties of merchantability and fitness for a particular purpose, to the maximum extent permitted by Applicable Laws.

13. Miscellaneous

13.1. 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 and Conditions. If the Customer does not agree to the amended Terms and Conditions, 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.

13.2. Language. This Agreement is drafted in English and German language. In case of any discrepancy or inconsistency between the German and English versions of the Agreement (including any Order Document and Service-Specific Supplemental Terms), the English version prevails.

13.3. 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.

13.4. 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.

13.5 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.

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

13.7. Publicity. Marosa is entitled to display the Customer’s name and company logo, as a reference Customer, on Marosa’s company website. For this purpose, the Customer grants Marosa a limited, non-transferable right of use to the Customer’s company logo, and associated copyright and trademark rights solely for this purpose. This right terminates automatically upon termination of the Agreement.

13.8. Other Technology or Services; No Audit Support. The Customer acknowledges and confirms that it 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 expressly specified otherwise in an Order Document).

13.9. Governing Law; Jurisdiction and Venue. The contract concluded between Marosa and the Customer is governed by German law, excluding the UN Convention on Contracts for the International Sale of Goods. The Parties agree that the courts of Munich (city), Germany, have exclusive jurisdiction (if a Landgericht has jurisdiction: Landgericht München I). Insofar as admissible under German law at the time of the commencement of court proceedings, the parties agree on English as language of the proceedings.

13.10. 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 13.9 (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 the Customer terminates the affected Service for Marosa’s failure, Marosa shall refund Customer the pro-rata amount of any prepaid Service fees applicable to the unused portion of the terminated Service (excluding any activation or other one-time fees). If the Customer was unable to use the Service as a result of the force majeure event, the unused portion shall be measured from the last date on which Customer was able to use the Service.

13.11. Entire Agreement. The Agreement, together with 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 zed 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.

13.12. 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.

13.13. 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.

13.14. 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.

13.15. 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.

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

14. Addenda: For further details regarding our Data Processing Agreement and Acceptable Use Policy, please refer to the links below:

Data Processing Agreeement

Acceptable Use Policy