This Addendum supplements the Quaderno Terms of Service and governs the indirect tax filing and registration services made available through Quaderno’s platform. In the event of any conflict between this Addendum and the main Terms of Service, this Addendum shall prevail with respect to Indirect Tax Compliance Services. This Addendum constitutes, together with the main Terms of Service, the entire agreement between the parties regarding Indirect Tax Compliance Services and supersedes any prior representations, statements, or agreements on this subject.

The Indirect Tax Compliance Services are intended exclusively for business clients. By accepting this Addendum, you confirm that you are acting in the course of a business, trade, or profession.

1. Scope of Services

Quaderno offers indirect tax compliance services through its platform, consisting of indirect tax registration and periodic indirect tax filing services (collectively, “Indirect Tax Compliance Services”). The Indirect Tax Compliance Services do not include tax advisory, legal opinions, customs duties, corporate income tax, transfer pricing, or any other tax matter outside the scope of indirect tax registration and filing.

These services are delivered in part through licensed tax advisors and filing agents engaged by Quaderno (“Specialists”). Quaderno remains your sole point of contact and contractual counterparty for all Indirect Tax Compliance Services. No direct legal or contractual relationship is formed between you and any Specialist by virtue of this Addendum or the delivery of services hereunder.

2. Fees and Invoicing

Fees for Indirect Tax Compliance Services are set out in your subscription plan or, where applicable, in a separate order form. Unless otherwise agreed in writing:

  • Fees are invoiced monthly in arrears for services rendered in the preceding calendar month.
  • All fees are exclusive of applicable taxes, which will be added where required by law.
  • Quaderno reserves the right to adjust its fee structure with at least 15 days’ prior written notice. Continued use of Indirect Tax Compliance Services after the effective date of any fee change constitutes acceptance of the revised fees.

Out-of-pocket expenses incurred by Quaderno in executing your assignment (such as mandatory government filing fees or registration costs) will be charged at cost and itemised on your invoice. Where such expenses are reasonably foreseeable, Quaderno will communicate them to you in advance. Expenses above EUR 150 per item require your prior written approval, except where the expense is a mandatory government fee that cannot be deferred without prejudicing your compliance obligations, in which case Quaderno will notify you as soon as practicable.

3. Termination

Either party may terminate Indirect Tax Compliance Services at any time in accordance with the termination provisions of the main Terms of Service, subject to a minimum notice period of 30 days.

Where termination occurs during an active filing cycle, Quaderno will complete any filing for which the relevant client data was uploaded to the platform prior to the first day of the filing month and before the termination notice was issued, and will invoice for such work at the applicable rate. Where a filing deadline falls within the 30-day notice period and the required data has not yet been uploaded, Quaderno will notify the client immediately so that the client may make alternative arrangements before the deadline.

The handling of personal data and filing records upon termination is governed by Quaderno’s Data Processing Agreement, which is incorporated by reference.

Termination does not affect any fees accrued or invoiced prior to the termination date.

4. Limitation of Liability

Quaderno’s total aggregate liability arising out of or in connection with the Indirect Tax Compliance Services — whether in contract, tort, or otherwise — shall not exceed the total net fees paid by you to Quaderno for Indirect Tax Compliance Services in the twelve (12) calendar months immediately preceding the event giving rise to the claim.

In all other respects, including the exclusion of indirect losses and the mandatory carve-outs from liability, the provisions of the Terms of Service shall apply.

5. Use of Specialists

Quaderno may engage licensed tax advisors and filing agents, duly qualified in the relevant jurisdiction, to deliver all or part of the Indirect Tax Compliance Services. Quaderno warrants that it will exercise reasonable care in the selection of Specialists and that any Specialist engaged holds the necessary licences, registrations, or professional qualifications required to perform the relevant services in the applicable jurisdiction.

Quaderno remains responsible to you for the quality and completeness of services delivered, including work performed by Specialists on Quaderno’s behalf, subject to the liability cap set out in Section 4.

Quaderno will use commercially reasonable efforts to ensure continuity of service. In the event a Specialist becomes unavailable for a particular jurisdiction, Quaderno will notify you promptly and endeavour to appoint a qualified replacement or recommend an alternative path to compliance.

Customer data shall be shared with Specialists only to the extent strictly necessary for the delivery of the relevant Indirect Tax Compliance Services, and Quaderno shall ensure that all Specialists are subject to confidentiality obligations no less protective than those applicable under the Terms of Service.

6. Client Responsibilities and Data Obligations

The accuracy and timeliness of your indirect tax compliance depends entirely on the completeness and correctness of the information you provide. You are responsible for:

  • Supplying all data, documents, and information required for Quaderno to perform the Indirect Tax Compliance Services (including transaction records, invoices, and any other supporting materials) in the format reasonably specified by Quaderno.
  • Ensuring that all information provided is accurate, complete, and not misleading.
  • Uploading all required data to Quaderno no later than the first day of each filing month. Quaderno will process only the data available on the platform as of that date. Data uploaded after this deadline will not be included in the relevant filing period.

Quaderno shall not be liable for any tax penalties, surcharges, late filing fees, interest charges, or other costs imposed by any tax authority arising from: (i) your failure to upload the required data; (ii) the provision of inaccurate, incomplete, or misleading data; or (iii) the upload of data after the first day of the relevant filing month. Any such penalties or costs shall remain your sole responsibility.

7. Quaderno’s Responsibilities

Where none of the circumstances set out in Section 6 applies, Quaderno bears responsibility for the following failures, including any resulting tax penalties, interest charges, and the reasonable cost of correcting and re-filing, subject in all cases to the liability cap in Section 4:

  1. Threshold monitoring. Quaderno fails to reflect a reached registration threshold in the client’s dashboard, in a jurisdiction covered by Quaderno’s threshold monitoring service as listed at https://support.quaderno.io/article/1328-which-jurisdictions-does-quaderno-monitor-for-sales-thresholds, and the client consequently owes tax in a jurisdiction where it should already have been registered; or a registration submitted by Quaderno stalls or is rejected and Quaderno does not pursue it to resolution. During the period a registration is pending, Quaderno’s responsibility is limited to pursuing it diligently and keeping the client informed of its status; liabilities accruing during a pending registration are not automatically Quaderno’s responsibility. The dashboard is the authoritative source of threshold information; Quaderno may send email notifications as a courtesy but delivery of such notifications does not form part of Quaderno’s obligation under this section. Clients are responsible for monitoring their dashboard. Where a threshold is correctly reflected in the dashboard and the client decides not to register, responsibility for any resulting liability rests with the client. Thresholds in jurisdictions not covered by Quaderno’s monitoring service are the client’s sole responsibility.
  2. Incorrect rate application. Quaderno calculates an incorrect indirect tax rate based on data that was accurate and complete as provided by the client, and the client has not modified that rate. Quaderno is responsible for maintaining current rate tables for the jurisdictions it covers; where an incorrect rate results from Quaderno’s failure to update its rate tables following a regulatory change, this scenario applies subject to the force majeure provision in the Terms of Service. Quaderno will use reasonable efforts to flag rate customisations that appear inconsistent with known applicable rates, but where the client has customised or overridden a rate calculated by Quaderno, responsibility for the accuracy of that rate rests with the client.
  3. Filing errors or omissions. A return prepared by Quaderno is filed late, not filed at all, or contains errors on data that was accurate and complete as uploaded by the client before the first day of the filing month as required by Section 6. Quaderno’s obligation to file on time is conditional on the client having uploaded complete and accurate data before that deadline. Where data is uploaded on time and Quaderno files late, that is Quaderno’s failure. Where data is uploaded late, any resulting filing delay falls under Section 6 regardless of whether Quaderno attempts to file on the basis of the late data.
  4. Notice handling. A notice from a tax authority is received through a channel Quaderno monitors as part of the services — including tax authority portal inboxes and correspondence addresses registered in Quaderno’s or a Specialist’s name — and Quaderno fails to act before the authority’s stated deadline. Notices sent directly to the client’s own address or contact details are the client’s responsibility to forward to Quaderno promptly.
  5. Nil returns, deregistrations, and account access. Where the client has given explicit written instruction to file a nil return or complete a deregistration in a given jurisdiction, Quaderno fails to do so. Access to a tax authority portal required to perform the services is lost due to Quaderno’s or a Specialist’s own action or inaction, and Quaderno fails to restore it or notify the client in time to prevent a compliance failure. Quaderno’s obligation under this scenario arises only in respect of jurisdictions and actions for which explicit written instruction has been received from the client.

8. Data Protection

Tax filings may require the transfer of personal data to tax authorities in multiple jurisdictions; such transfers are made on the basis of a legal obligation under Article 6(1)(c) GDPR and do not require your separate consent.

9. Amendments

Quaderno may update this Addendum from time to time to reflect changes in services, pricing, or applicable law. We will notify you of any changes with at least 15 days’ prior written notice via email or through the Quaderno platform.

For material changes affecting the scope of services, liability, or client obligations, you may terminate the Indirect Tax Compliance Services without penalty before the effective date of the amendment by providing written notice to support@quaderno.io. If you do not terminate before the effective date, continued use of the Indirect Tax Compliance Services will constitute your acceptance of the updated terms.

Updated at · Effective as of