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 VAT 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. 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.

8. 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