Standard terms of business

1. Introduction

Property Tax International, hereafter PTI, is a trading name for the services of Taxback Returns, Ireland and the client hereby contracts with Taxback Returns to carry out the services described herewith. The “Agreement” shall take effect from the Effective Date (as defined below). This Agreement sets out the terms and conditions on which PTI will supply the Services to the Client.

2. Interpretation

2.1. The following definitions will apply to this Agreement:
"Agreement" means these terms and conditions including any schedules or addendums which shall for all purposes be incorporated into and form part of this agreement;
"Client" means the person who signs this Agreement or who acknowledges whether in writing or by any other means that he accepts the terms of this Agreement govern the supply of Services to him by PTI;
"DPA" means the Data Protection Acts 1998 and 2003.
"Effective Date" means the date of signature, or electronic acceptance, of this Agreement;
“Mandated Years” means the tax year for which it is agreed that PTI will provide the Services to the Client pursuant to the terms of this Agreement.
"Fees" means the charges as per service agreement;
"Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world
"Personal Data" shall have the meaning set out in the Data Protection Act 1988 as amended.
"Receipts" means the invoices and receipts provided by Client;
"Services" means any services provided by PTI under this Agreement for Client.
2.2. In this Agreement, the following rules will apply:
2.2.1 A reference in this Agreement to the singular includes the plural and vice versa and words in one gender includes both genders.
2.2.2 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation мade under that statute or statutory provision, as amended or re-enacted.
2.2.3 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
2.2.4 A reference to writing or written includes faxes, email or and any modes of representing or reproducing words in a visible form including electronic form).

3. Services

3.1. PTI will prepare Client tax return for submission to the Tax Authorities in the relevant country in respect of the years authorised by Client.
3.2. An application submitted by the client will only cover one tax jurisdiction unless otherwise stated in writing.
3.3. PTI will provide the Services with reasonable due care and skill.
3.4. PTI shall have the right to make any changes to the Services which are necessary to comply with any applicable law, or which do not materially affect the nature or quality of the Services, and PTI shall notify the Client in any such event.
3.5. Except for normal communications (directly related to the tax return prepared by PTI) between PTI and relevant tax authority, all other communications shall be matter for the client.
3.6. Should the client wish for the Agent to act on its behalf in relation to such enquiries, investigations, Revenue Audits or otherwise, then the Client must complete a separate written request to do so. Such services may be provided under separate terms and conditions.

4. Client responsibilities

4.1. Client warrants that it will comply with all its obligations set out in this Agreement.
4.2. Client will sign a Power of Attorney in order to authorise PTI to act as agent.
4.3. To enable PTI to provide the Services, Client will promptly deliver such information and material as PTI reasonably required to supply the Services.
4.4. Where original versions of documentation are required by PTI, Client is responsible for ensuring that it has photocopied such documentation before providing it to PTI.
4.5. Client warrants that all documentation and information provided is true and accurate and is provided in good faith and does not contain information likely to mislead PTI or result in any claims being made against PTI.
4.6. PTI relies on the accuracy and completeness of the provided and timely communication with client in connection with the preparation of the tax return. All Tax Returns are prepared on the basis of full and accurate disclosure by the client. No further audit of information will be carried out.
4.7. Client has full responsibility for tax return and the information contained therein and should review the tax return summary provided carefully for accuracy and completeness before authorisation for submission.
4.8. Client understands that failure to comply with the filing deadline may result in penalty surcharge for late filing together with interest per day and penalties imposed at the discretion of the relevant Tax Authorities.
4.9. If PTI’s performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
4.9.1 PTI shall, without limiting its other rights or remedies, have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations to the extent the Client Default prevents or delays PTI’s performance of any of its obligations;
4.9.2 PTI shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from PTI’s failure or delay to perform any of its obligations as set out in this clause 4.9; and
4.9.3 the Client shall reimburse PTI on written demand for any costs or losses sustained or incurred by PTI arising directly or indirectly from the Client Default.

5. Fees

5.1. PTI offers a tax preparation service in return for the fee(s) outlined in the service agreement. Subject to any contrary agreement in relation to annual or other periodic charges PTI shall be entitled to vary fees by not less than 30 days notice in writing to the Client.
5.2. The fee includes the deployment of patented intellectual property technology including the Taxback.com CRM system specification no. S85558.
5.3. PTI will proceed on Client verbal instruction to accept supplementary fees.
5.4. On payment of PTI’s fees, Client tax return will be submitted to the Relevant Tax Authorities and/or provided to Client depending on what the case might be.
5.5. Client agrees that PTI may assign its rights to payments under this Agreement.
5.6. All amounts payable by the client under the Agreement are inclusive of amounts chargeable in respect of value added tax (VAT) where applicable.
5.7. Fee notes will be issued to the Client in accordance with the service agreement. All fees must be settled within 30 days of the fee note date. Without limiting any other right or remedy of PTI, if the Client fails to make any payment due to PTI under the Agreement within 30 days of the fee note date, PTI shall have the right to charge interest on the overdue amount at the rate of 4 per cent per annum above the then current Allied Irish Bank’s base lending rate accruing on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment, and compounding quarterly.
5.8. The Client shall pay all amounts due under the Agreement in full without any deduction or withholding except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim against PTI to justify withholding payment of any such amount in whole or in part. PTI may, without limiting its other rights or remedies, set off any amount owing to it by the Client against any amount payable by PTI to the Client.
5.9. PTI reserves the right to charge a supplementary fee for additional work incurred on files that have been received at its office from Client after PTI’s set deadlines.
5.10. PTI reserves the right to retain all or part of a fee received in respect of the agreed services in the event that the Client opts to discontinue with the services after work on the file has commenced.

6. Intellectual Property

All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by PTI.

7. Liability

7.1. Nothing in this Agreement shall limit or exclude either party’s liability for:
a) death or personal injury caused by its negligence; or
b) fraud.
7.2. PTI’s aggregate liability in respect of any loss, damage, liabilities and expenses suffered by Client in respect of any Service and arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way whatsoever, shall not exceed the fees paid or payable by Client for the relevant Service.
7.3. PTI shall not be liable to the Client, whether in contract, tort (including negligence), breach of statutory duty or in any other way whatsoever for any of the following suffered or incurred by Client arising out of or in connection with this Agreement:
7.3.1. any loss arising from or in connection with loss of revenues, profits, data, contracts or business or failure to realise anticipated savings; and
7.3.2. any loss of goodwill or reputation or any special, indirect or consequential losses.
7.4. Client shall indemnify and hold PTI harmless from and against any and all losses, demands, claims, damages, costs, expenses, and liabilities suffered or incurred, directly or indirectly, by PTI in consequence of any breach by Client of any of its obligations and warranties under this Agreement.
7.5. PTI sets out in writing any advice on which Client may wish to rely.
7.6. PTI calculates client liability/refund to its ability however, the liability/refund is subject to final agreement with the relevant Tax Authorities.

8. Term & Termination

8.1. The Agreement to allow PTI to co-ordinate and communicate with Client and relevant Tax Authorities shall remain in full force until until the contract is terminated by either party.
8.2. Either party may terminate this Agreement with immediate effect by written notice to the other:
8.2.1. if the other party commits a material breach of the Agreement and (if such a breach is remediable) fails to remedy that breach within 14 days of that party being notified in writing of the breach; or
8.2.2. if the other party becomes or is declared insolvent or takes formal steps to commence bankruptcy or makes or proposes any composition with its creditors or the appointment of a receiver or similar officer over or in respect of some or all of its assets or the taking of steps for dissolution or strike off.
8.2.3. a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party.
8.2.4. the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;
8.2.5. the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a patient under any mental health legislation.
8.3. PTI may terminate this Agreement with immediate effect if it has concern over legality of activities of Client.

9. Consequences of termination

On termination of the Contract for any reason:
9.1. the Client shall immediately pay to PTI all of PTI’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, PTI shall submit an invoice, which shall be payable by the Client immediately on receipt.
9.2. the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.
9.3. clauses which expressly or by implication have effect after termination shall continue in full force and effect.

10. Confidentiality

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or subcontractors, and any other confidential information concerning the Disclosing Party’s business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. This clause 10 shall survive termination of the Agreement.

11. Data Protection

11.1. PTI and Client are each responsible for complying with their respective obligations under the DPA.
11.2. PTI as data processor under the DPA shall process the Personal Data in the documentation only in accordance with this Agreement.
11.3. PTI shall take such technical and organisational measures against unauthorised or unlawful processing of such Personal Data in the documentation and against accidental loss or destruction of, or damage to, such Personal Data as recommended by Client’s written instructions.

12. General

12.1. This Agreement will be interpreted and construed according to, and governed by the laws of the Republic of Ireland and the Courts of Ireland shall have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with this Agreement.
12.2. Neither party will be held in breach of the Agreement in the event of any delay or failure to perform its obligations by reason and to the extent and duration (only) of any force majeure event.
12.3. Each of the parties acknowledges and agrees that the Agreement constitutes the entire agreement between the parties. The Client acknowledges it has not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) given by or on behalf of PTI which is not set out in this Agreement.
12.4. The terms of this Agreement apply to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
12.5. PTI may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent. The Client shall not, without the prior written consent of PTI, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
12.6. Any variation, including the introduction of any additional terms and conditions to the Agreement, shall only be binding when agreed in writing and signed by PTI.
12.7. A person who is not a party to the Agreement shall not have any rights under or in connection with it.