IOSS Terms of Service (“Terms of Service”). By accessing the MyVAT.com portal, the Merchant is contracting with Desucla Ireland and Desucla UK for the provision of IOSS Intermediary Services and IOSS Payment Services as described herein and as these Terms of Service are updated from time to time. These Terms of Service should be read in conjunction with the Merchant’s Letter of Appointment with Desucla Ireland, and these Terms of Service do not supersede or alter any of the terms of that letter of appointment.

1.    Summary

1. Pursuant to these Terms of Service:

(a) Desucla Ireland provides IOSS Intermediary Services to the Merchant via the IOSS Platform; and

(b) Desucla UK and Desucla Ireland provide IOSS Payment Services to the Merchant via the IOSS Platform.

2. By logging into, and using the IOSS Platform, the Merchant hereby appoints Desucla Ireland to provide the IOSS Intermediary Services and relevant IOSS Payment Services (including procuring the provision of the IOSS Payment Services by Desucla UK). All underlying payment processing is provided by Account Providers of Desucla Ireland and/or Desucla UK. The IOSS Payment Services form part of and are ancillary to the IOSS Intermediary Services provided to the Merchant by Desucla Ireland.

3. Notwithstanding the Merchant’s agreement to these Terms of Service, the provision of Services by Desucla Ireland and/or Desucla UK is subject to the Merchant providing, in the requested form and with the requested formalities, all documents and information required by Desucla Ireland or Desucla UK for:

- Know Your Client (“KYC”), Anti-Money Laundering (“AML”);

- Compliance and / or other statutory purposes;

- To comply with Desucla Ireland’s or Desucla UK’s administrative and risk assessment procedures and with the Account Providers’ requirements.

4. The Merchant accepts that Desucla may require the Merchant to provide Desucla with any additional information and documents from time to time, including but not limited to:

- Source of any Merchant Funds

- Supporting transactional and financial records

- Shipping and Logistic records   

Such checks may be repeated as required by: (i) any Applicable Laws; (ii) the Account Provider; (iii) Tax authorities; (iv) any intermediary bank or payment provider or; (v) Desucla Ireland or Desucla UK policy.

5. Desucla may conduct searches on the Merchant, its directors, shareholders and any Users of the IOSS Platform through an identity referencing agency and through other sources of information and use scoring methods to verify the Merchant’s identity.

6. Desucla may update these Terms of Service from time to time and may change the content at any time. The Merchant must review these Terms of Service periodically and ensure that it is familiar with the latest version. The most recent version of these Terms of Service shall be available on the IOSS Platform and every time that a User logs on to the IOSS Platform the Merchant shall be deemed to accept the most recent version of the Terms of Service then available.

2.    MyVAT.com access

1. Desucla grants to the Merchant a non-transferable, non-exclusive, revocable licence, on these Terms of Service, for Merchant’s Users to access the IOSS Platform to facilitate the submission of relevant shipment and tax information and payment, on behalf of the Merchant, of VAT due under the IOSS scheme. The licence is granted under this clause for the period from the Merchant’s acceptance of these Terms of Service until Merchant’s access to the IOSS Platform is terminated in accordance with clause 10 below.

2. Desucla will provide a unique username and password to allow access to the IOSS Platform to the Merchant and its Users.

3.    IOSS Intermediary Services

1. Desucla Ireland is a registered IOSS intermediary and entitled to act as an IOSS intermediary in respect of the Import One Stop Shop in accordance with (i) sections 2, 91A, 91I, 91J and 91K of the VAT Consolidation Act 2010 and (ii) Implementing Regulation (EU) No. 282/2011 as amended by Council Implementing Regulation (EU) 2019/2026, in each case under the laws of Ireland. Desucla shall use all reasonable endeavours to maintain its registration as an IOSS intermediary.

2. Desucla Ireland shall, on receipt of all requested information from the Merchant, register with the Irish Revenue Service as the authorized IOSS Intermediary for the Merchant.  Any such registration is contingent on the receipt by Desucla Ireland from the Merchant of a letter of authority in the form specified by Desucla Ireland.

3. Subject to these Terms of Service, Desucla Ireland shall, as part of the IOSS Intermediary Services:

- Submit relevant tax and shipping data on the Merchant’s behalf as specified below; and

- Pass on to the Merchant all correspondence received from the Irish Revenue Service, ROS or any relevant tax authority.

Monthly Data Submissions

4. For each calendar month during the Term, the Merchant shall submit relevant tax and shipment data using a Data Request Form on or before the 15^th of the following calendar month. Provided that the relevant Merchant Funds have been received, Desucla Ireland shall then submit the relevant data to ROS on or before the relevant monthly submission date.

5. By submitting all relevant information in respect of each Data Request Form, and then making payment of the relevant Merchant Funds to Desucla, the Merchant shall be deemed to have instructed Desucla Ireland to submit the relevant information to the ROS. In the absence of any relevant information or payment in respect of a particular VAT period, Desucla reserves the right to submit a nil data submission on behalf of the Merchant for that VAT period.

Assistance with information requests and investigations

6. The Merchant accepts that in the event of investigation or the request for information from the Irish Revenue Service or any other regulatory body in relation to declarations and / or IOSS payments made that they are obliged to provide the requested information in less than 48 hours from receipt of the request by the Merchant. If the information request is not met in full then Desucla retains all rights to deregister the Merchant from the IOSS scheme subject to reasonable notice of the intended action to the Merchant.  Desucla reserves the right to charge the Merchant for all relevant time spent responding to any investigation or enquiry at Desucla’s then prevailing hourly rate, which is currently chargeable at 250EU/hr.

IOSS Deregistration

7. Desucla Ireland reserves the right to deregister as the Merchant’s IOSS Intermediary if:

-          The Merchant fails to pay any relevant taxes, interest or penalties when due;

-          The Merchant submits three consecutive nil returns;

-          The Merchant fails to submit a Data Request Form by the 15^th of the month on 3 consecutive occasions; or

-          The Merchant does not provide timely responses to any investigation or information request of the Irish Revenue Service or any other regulatory body.

Accuracy of information submitted

The Merchant warrants that all information submitted via Data Request Forms will be accurate and up to date. Desucla shall be entitled to rely on all such information without further enquiry. Provided that Desucla accurately submits all information received by the Merchant, Desucla shall have no liability in respect of any inaccuracies in any such information and the Merchant shall indemnify and hold harmless Desucla Ireland and Desucla UK for any losses resulting from any such inaccuracies.

4.    IOSS Payment Services

Monthly IOSS VAT Payments

1. Following the Merchant’s submission of each monthly Data Request Form via the IOSS Platform:

- The IOSS Platform will display the IOSS Payment Amount in Euros (€) for that month; and

- The Merchant will be required to immediately confirm a Settlement Currency in which the Merchant wishes to settle the required IOSS Payment Amount.  

Euro Settlement

2. Where the Merchant selects Euros (€) as a Settlement Currency, the Merchant may then make payment either by (i) Bank Transfer of the Settlement Amount (plus all relevant Desucla fees and Intermediary Fees as displayed on the IOSS Platform) in Euros to the Desucla UK Bank Account or (ii) Direct Card Payment on the terms displayed on the IOSS Platform.

Non-Euro Settlement

3. Where the Merchant selects a Settlement Currency other than Euros (€), the IOSS Platform shall display the required Settlement Amount plus all relevant Desucla fees and Intermediary Fees (all expressed in the chosen Settlement Currency). The Merchant may then elect to execute an IOSS Transaction on the terms displayed on the IOSS Platform by selecting ‘Confirm’, which will create a binding IOSS Transaction requiring payment of the displayed Settlement Amount to Desucla by the Merchant. Execution of any IOSS Transaction is subject to prevailing market rates available to Desucla UK at the time of Confirmation. Settlement of any Non-Euros IOSS Transactions as set out in this clause are subject to the late payment terms set out below at Clause 7.

IOSS Payments

4. Desucla Ireland shall provide the Merchant with details of the Account and required referencing for receipt of any Merchant Funds in respect of the settlement amount.

5. Desucla will subject to delays outside of its reasonable control, including but not limited to any delays caused by the Account Provider’s action; and using Good Industry Practice and using reasonable endeavours promptly make payment of the IOSS Payment Amount to the Tax authority following receipt of the Settlement Amount from the Merchant. Once a payment has been effected, Desucla will provide proof of payment on the IOSS Platform.

6. Following execution of an IOSS Payment and in the event that any excess Merchant Funds are held by Desucla, these will be held to the order of the Merchant in the Account and Settlement Currency used for the Settlement Amount and will be displayed as available Merchant Funds on the IOSS Platform pending future IOSS Payments for the Merchant.

7. Subject to these Terms of Service, Desucla Ireland shall provide the Merchant access to view the balance of the Merchant Funds held in the Account and the Merchant’s historic transaction record via the IOSS Platform.

Returned Payments

8. Due to factors beyond Desucla’s control, certain payments of may not be completed or executed by the Account Provider resulting in the relevant funds being returned to Desucla (a “Returned Payment Amount”). Desucla shall provide notice to the Merchant of any Returned Payment Amount that cannot be processed.

9. Desucla will not pay interest on Merchant Funds held on Account

10. Unless there is a Termination event, all Merchant Funds held on behalf of the Merchant in the Bank Account can only be used for Tax Payments to Beneficiaries and will not be returned or refunded to the Merchant.

11. Desucla may, in its reasonable discretion refuse to provide Services to the Merchant, for example where this would put Desucla in breach of existing agreements with third parties or Desucla’s obligations under any Applicable Laws. Desucla shall inform Merchant through the IOSS Platform of any such refusal (unless such notification is prohibited by Applicable Law). Desucla reserves the right, to be exercised reasonably, to suspend the Services in respect of the Merchant’s future Trades where no Tax Payment has yet been Confirmed provided that Desucla notifies the Merchant of such suspension.

5.    IOSS Deposits

1. Desucla may, at its discretion, request that the Merchant provide funds on account, to be held in Desucla UK’s client money account as a condition of Desucla Ireland continuing to provide IOSS Intermediary Services to the Merchant. Typically, Desucla will request a deposit of two times the average monthly tax liability settled through IOSS by the Merchant, but Desucla reserves the right to request a higher amount at its discretion.

2. All such deposits shall be held by Desucla UK in its designated client money account.

3. Should the Merchant refuse any request to provide funds on account as a deposit, Desucla may at its absolute discretion terminate or suspend any IOSS Services or IOSS Payments or deregister the Merchant with ROS.

6.    Fees

1. Desucla shall charge all fees for the IOSS Services as specified on the IOSS Platform.

2. Desucla may update its fee schedule from time to time on the IOSS Platform and by notice by email to the Merchant.

7.    Late, Cancelled or Under-Payment by Merchant

1. If a Merchant in the IOSS Platform submits Confirmation of an IOSS Payment and thereby instructs a Settlement Payment by Desucla, but then (i) cancels the IOSS Payment or (ii) does not make full payment of cleared funds into the Bank Account within 10 Business Days:

(a) Desucla reserves the right to suspend the IOSS Services and access to the IOSS Platform on immediate notice through the IOSS Platform and any future reinstatement of the IOSS Services and access to the IOSS Platform will be at the sole discretion of Desucla;

(b) Merchant shall be solely responsible, and fully indemnify Desucla, its directors, officers, and personnel, for any late or underpayment of Tax and for any associated costs, losses, penalties, or fees (third party or Desucla Fees) imposed because of such underpayment or late payment. Where cancellation or late payment leads to a currency trade being cancelled by Desucla’s Account Provider, then the Merchant shall in addition be liable to Desucla on demand for reimbursement of all fees and losses incurred from the closing of any currency trade(s) that was booked to facilitate the Tax payment(s) (including any foreign exchange loss);

(c) Merchant shall indemnify and hold harmless Desucla, its officers, shareholders, personnel, and affiliates fully for all damages, costs, penalties, and other losses imposed by Tax or regulatory authorities as a result of any breach by Merchant of the Terms of Service;

(d) in addition to the reimbursement of any amounts above, Merchant shall also be required to pay the following to Desucla in respect of its additional administrative burdens:

(i) where Merchant cancels an IOSS Payment, or does not make full payment of cleared funds into the Bank Account within 10 Business Days necessitating Desucla to cancel the payment, Desucla shall send an email  reminder to Merchant within 10 days of the Confirmation Date,  however where a currency exchange is relevant a cancellation fee consisting of (x) 0.5% of the relevant Tax payment(s), which shall not be less that USD1,000 in any event, and (y) a fixed charge of USD500 (together the “Cancellation Fee”); and  

(ii) where Merchant does not provide cleared funds to Desucla within 10 Business Days, and the payment is still to be executed, then Desucla shall send a reminder to Merchant within 5 days of the Confirmation Date however, a late payment fee shall be charged to Merchant consisting of (x) 0.2% of the relevant unfunded element of the  Tax payment(s), which shall not be less than USD500 in any event, and (y) a fixed charge of USD500 (together the “Late Payment Fee”);

(f) The Late Payment or Cancellation Fee shall be immediately payable, without prejudice to Desucla’s rights to suspend, terminate or otherwise enforce its obligations pursuant to these Terms of Service; and

2. In the event of underpayment from the Merchant:

(a) the Merchant shall have until 10 Business Days from the Confirmation Date (including the details of the booked foreign currency exchange) to settle the required additional funds;

(b)  if the full amount has not been received by Desucla by the deadline stated above, Desucla reserves to the right to pay any amounts received from the Merchant to the relevant Tax authorities but accepts no responsibility for any penalties or fees that may result;

(c)   Desucla reserves the right, having notified Merchant of its intention to do so, to suspend the IOSS Services on immediate notice through the IOSS Platform and any future reinstatement of the IOSS Services will be at the sole discretion of Desucla;

(d) in recognition of the additional administrative burden associated with handling underpayments, Merchant shall be required to pay an additional fee (the “Underpayment Fee”) of USD500, which shall be immediately payable, without prejudice to Desucla’s rights to suspend, terminate or otherwise enforce its obligations pursuant to the TPA; and

(e) Merchant is responsible for any foreign exchange loss due to the underpayment.

3. Desucla may in its absolute discretion exercise full step-in rights in the event of inability of Merchant to fulfil the Merchant’s compliance obligations in the designated jurisdiction. This right does not operate as a waiver of Desucla’s rights pursuant to these Terms of Service or in any way cancel or limit Merchant’s liability but shall be a reasonable optional step by Desucla if it deems appropriate to minimise damages caused by Merchant’s breach.

8.    Limitations of liability

Desucla shall have no liability to the Merchant in respect of any Tax liability of the Merchant, including any penalties or interest applicable for late payments or submissions. Desucla’s liability to the Merchant in respect of any other matter, whether under contract, tort or otherwise, shall be limited to an amount equal to 100% of the subscription fees paid to Desucla by the Merchant in the immediately preceding 12 month period.

9.    Merchant Tax Indemnity

The Merchant agrees to indemnify and hold harmless Desucla, its affiliates, and their respective officers, directors, employees, agents, and representatives (each an ‘Indemnified Party’) from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) (the ‘Losses’) incurred by any Indemnified Party arising out of or relating to:

-          the Merchant’s Tax liabilities with the Irish Revenue Service or any other tax agency; and

-          any associated fines, fees, penalties or interest.

10.Term & Termination

These Terms of Service shall apply for so long as the Merchant subscribes for the provision of IOSS services via the IOSS Platform. The terms of any subscription arrangements shall be as set out on the IOSS Platform. Where any subscription packages are payable over a particular period such as per month or per annum, no refund of any subscription fee will be made following any Merchant cancellation part way through the relevant period. Subject to the above terms, either party may terminate these Terms of Service by written notice.

11.Miscellaneous

10. Additional Provisions:

A. Data and Intellectual Property Rights: 1. Tax documentation shall be processed and retained by Desucla for the purposes of complying with its professional and contractual obligations and thereafter for legitimate purposes as it reasonably deems necessary. 2. The Parties shall be entitled to retain a copy of these Terms of Service and connected materials for the purpose of possible statutory inspections and controls and to share the Terms of Service as necessary on a need to know basis with third parties as evidence of the Services. 3. Each Party undertakes that it will not at any time disclose to any person any Confidential Information concerning the business or tax affairs or suppliers of the other Party, except as permitted by these Terms of Service. 4. The Merchant materials and data are its IP including Confidential Information and may not be made available to third parties save as the Services require. This data may include Personal Data as defined in the UK Data Protection Act 2018 as amended from time to time, in which case it shall be subject to appropriate technical and organisational measures to be processed securely by Desucla. The Merchant hereby consents to the transfer of such Personal Data to the jurisdiction as the Services require. A data processing agreement providing for the UK standard clauses for transfers of Personal Data outside of the UK or EEA is available as to be found at: https://ico.org.uk/media/about-the-ico/consultations/2620398/draft-ico-addendum-to-com-scc-20210805.pdf.  5. All Desucla materials, including logos, trademarks, graphics, designs, software, the IOSS Platform including pages, screens, information and material and other copyright material and IPRs, are owned by and shall remain the exclusive property of Desucla. Desucla hereby grants to the Merchant and its authorised Tax Agent a nonexclusive, non-transferable, non-sub-licensable, revocable, limited licence to access and use the IOSS Platform solely in connection with these Terms of Service. 6. Desucla may disable any login or password, whether chosen by the Merchant or allocated by Desucla, at any time, for security reasons or if it believes that the Merchant has failed to comply with any of the provisions contained in these Terms of Service or the IOSS Platform Terms of Use at https://www.desucla.com/terms-condition/.

B. Confidential Information. 1. Each Party as “Recipient” of confidential information disclosed by the other Party (“Discloser”) shall only be used for the purposes of the Services under the Terms of Service. Except as provided below, a Recipient will not disclose Discloser’s Confidential Information to any third party without Discloser’s consent. Confidential information shall not include information that a) is or becomes generally available to the public other than as a result of a breach of an obligation under this Clause B; b) is acquired from a third party who, to the Recipient’s knowledge, owes no obligation of confidence in respect of the information; or c) is or has been independently developed by the Recipient. 2. Notwithstanding Clause B1. Above, Recipient will be entitled to disclose Confidential Information of the other to a third party: a) to the extent that this is allowed by the Terms of Service for a particular jurisdiction. This is to enable prompt information exchange relating to the VAT and related Tax liabilities of the Merchant; b) where Confidential Information is required by a third party as part of a valid legal process (including requests from Tax authorities), provided that (and without breaching any legal or regulatory requirement) where reasonably practicable not less than 2 Business Days’ notice in writing is first given to the Discloser; c) Desucla may disclose any information referred to in this Clause B to any other Desucla entity and may keep one archival set of the Merchant papers (in hard or copy or both) from the Services, including working papers containing or reflecting Confidential Information, in accordance with Desucla’s professional standards, internal policies and local legal requirements. 3. The Merchant grants to Desucla the right to use its name and logo in any PR and marketing, social media or published material, including on the Desucla website, for the purposes of identifying including naming the Merchant as a client of Desucla. Desucla’s Account Provider details are Desucla’s Confidential Information. Desucla will not be required to disclose to the Merchant the name or other details of Account Providers or the terms of the agreements which Desucla concludes with Account Providers.

C. Complete Agreement: These Terms of Service (and the IOSS Platform Terms of Use) represent the entire agreement of the Parties with respect to usage of the IOSS Platform and (i) contain all covenants, representations and warranties of the Parties with respect to the Services and (ii) supersedes any prior agreement and contemporaneous oral agreements of the Parties concerning their subject matter.

D. Amendments: Desucla may update these Terms of Service. No amendment or modification of these Terms of Service shall be binding on Desucla unless it is in writing and is signed by each of the Parties, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void. No waiver of any rights hereunder shall be binding on any Party hereto unless such waiver is in writing and signed by the Party against whom enforcement is sought.

E. Severability: If any term or provision set forth in these Terms of Service shall be invalid or unenforceable, the remainder of the Terms of Service shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

F. Governing Law: The Terms of Service are governed by the laws of the United Kingdom and the Parties hereby submit to the exclusive jurisdiction of the Courts of the United Kingdom without giving effect to any choice of law principles or provisions relating to conflicts of laws that would require the laws of another jurisdiction to apply. 

G. Survival: Following termination, the Parties shall have no further obligations or rights under the Terms of Service other than certain clauses which by their nature should survive, including clauses 3.6, 5, and 7 which shall survive any termination.

H. Third Party Rights: Other than as set out in clause 7 above, a person who is not a party to these Terms of Service has no right to rely upon or enforce any term of the Terms of Service pursuant to the Contracts (Rights of Third Parties) Act 1999 and neither Party can enforce its rights directly against third parties, but this does not affect any statutory or regulatory right or remedy of a third party which exists or is available to it.

I. No Partnership: The Parties are independent contractors, and no agency, partnership, joint venture, or employment is created as a result of the Terms of Service or use of the IOSS Platform. The Terms of Service do not constitute an employee hiring or offer of employment by either Party. It is the Parties’ intention that Desucla shall have an independent contractor status and no Desucla personnel or affiliates shall be an employee of the Merchant for any purposes.

J. Notices. All notices by either Party to the other shall be in writing and deemed delivered 2 Business Days after first class post or delivered by email where a read receipt is obtained. Notice may generally be by the IOSS Platform.

K. Compliance. Desucla staff are required to report all knowledge or suspicion of, or reasonable grounds to know or suspect that, a criminal offence giving rise to any direct or indirect benefit from criminal conduct has been committed, regardless of whether that offence has been committed by the Merchant or by a third party. Due to the restrictions imposed by these types of provisions, Desucla may be prevented from discussing such matters with the Merchants or even from carrying on an engagement. The Parties shall: (a) avoid deceptive, misleading or unethical practices that are, or might be, detrimental to the other Party, the Services or the public and shall not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to the other Party or the Services; (b) not on-supply the Services to any person or entities based in territories in which the sale, provision and/or use of the Services would be illegal; (c) comply with all applicable laws, regulations and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“ABC Requirements”); (d) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (e) have and shall maintain in place throughout the Term  its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the ABC Requirements, and will enforce them where appropriate; (f) upon request, certify to the other Party in writing, signed by an officer of the Party, compliance with this clause by the Party and all persons associated with it and all other persons for whom the Party is responsible. The Party shall provide such supporting evidence of compliance as the other Party may reasonably request; and (g) the Party shall ensure that any person associated with the Party who is performing services or providing goods in connection with the Terms of Service does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Party in this clause (“ABC Terms”). The Party shall in all circumstances be responsible for the observance and performance by such persons of the ABC Terms and shall in all circumstances be directly liable to the other Party for any breach by such persons of any of the ABC Terms however arising; (h) in performing its obligations under the Terms of Service, Desucla will: i) comply with all applicable anti-slavery and human trafficking laws, statutes and regulations from time to time in force including but not limited to the Modern Slavery Act 2015; ii) not engage in any activity, practice or conduct that would constitute an offence under sections 1, 2 or 4, of the Modern Slavery Act 2015 if such activity, practice or conduct had been carried out in the UK; and iii) promptly report to the Merchant any actual or suspected slavery or human trafficking in Desucla’s supply chain which has a connection with the Services. Desucla will certify to the Merchant on request at any time, in writing signed by an officer of Desucla, compliance with this Clause K. by Desucla and all persons associated with it under Clause K. Desucla will provide such supporting evidence of compliance as the Merchant may reasonably request. Where Freedom of Information Act 2000 (“FIA”) applies, the Merchant agrees to notify Desucla immediately and prior to disclosure of any request under the FIA for disclosure of any information which includes information provided by Desucla to the Merchant. Regulated activities: Where any of the Services amount to “regulated activities” Desucla shall inform the Merchant and set out the implications such Services or elsewhere in writing. Desucla reserves the right to revise the Terms of Service, including replacing Desucla with another member of the Desucla group and may also issue additional terms including provisions referable to “regulated activities”.

L. Sub-contracting/Assignment. 1. The Merchant may not assign its rights under the Terms of Service without Desucla’s prior written consent. 2. Desucla may subcontract the Services at it deems necessary. It shall subcontract processing of Tax Payments to its Account Provider. Desucla accepts no liability for and makes no representations or warranties in respect of the use of the Account Provider to support the Services.

M. Complaints. Desucla strives to provide the highest quality service. If at any time the Merchant is unhappy with the Service, please do not hesitate to contact [email protected].  In the event that the Merchant has a complaint in respect of the performance by Desucla of the Services, without prejudice to any other remedy available under the Terms of Service, the Merchant will be entitled to have access to the complaints handling procedure, a written copy of which is available on request.

N. Supplier Non-solicit. With regard to Desucla’s legitimate business interests and in acknowledgement that the respective obligations within these Terms of Service are for valuable consideration by each Party to the other, Merchant agrees that it must not (without Desucla’s consent), whilst accessing the IOSS Platform or for 18 months after cessation, directly or indirectly request, encourage, canvass, accept an offer from or solicit or endeavour to entice or employ: any of Desucla’s current or former third party suppliers to provide the same or similar or competing products or services directly or indirectly to those of Desucla, its products or Services (as the case may be) or any other services in connection with Desucla’s wider suite of products, services or software.

Account Provider

A third-party partner of Desucla and/or Desucla Ireland which provides banking services or payment provider services to Desucla or Desucla Ireland as part of Desucla’s delivery of the Services. Each Account Provider shall be (i) registered with the UK Financial Conduct Authority as an Electronic Money Institution under the Electronic Money Regulations, 2011, (ii) registered with the Central Bank of Ireland as a regulated Payments Institution under the European Union (Payment Services) Regulations 2018, or (ii) regulated as a bank with either the UK Financial Conduct Authority or the Central Bank of Ireland. Account Providers are Third Party Suppliers.

Applicable Laws

The statutory and regulatory laws of the UK and of Ireland including UK GDPR, any export laws, any applicable sanctions, financial crime and money-laundering laws and regulations in any jurisdiction, and any anti-bribery laws in any jurisdiction including the UK Bribery Act and related statutory regulations.

Bank Account

A dedicated account is held by Desucla as registered account holder with an Account Provider, which is exclusively administered and controlled by Desucla for the purpose of provision of the Services as the account’s sole authorised user.

Through operation of the IOSS Platform, Merchants exclusively view their dedicated records within the Bank Account.

Business Day

A day other than a Saturday, Sunday or public holiday in England and Ireland or the relevant territory (with regard to the initiation of the payment, currency exchanges or payment currency transmission and/or payment receipt), when banks are open for business during the period from 9am to 5pm.

Confirmation

Merchant’s confirmation and agreement to the Transaction Amount of a Trade within the IOSS Platform (along with any calculations, sub-payments, payment references, and Tax Due Date and any currency conversion rates) executed as a Manual Confirmation or Automatic Confirmation.

Data Request Form

A template data request form as set out on the IOSS Platform.

Desucla IOSS Account

An account held by Desucla Ireland to discharge IOSS tax liabilities incurred by, or on behalf of Merchant, and other clients of Desucla, and from which the Central Bank of Ireland’s Revenue Commission is able to debit relevant tax payments.

Desucla

Desucla Ireland and/or Desucla UK

Desucla Ireland

Desucla Ireland, a company registered in Ireland having its registered address at Pavilion House, 31 Fitzwilliam Square, Dublin 2 Ireland with company number 691075.

Desucla UK

Desucla Limited,  a company registered in the UK having its registered address at Carter House, Stanier Way, Wyvern Business Park, Derby, DE21 6BF with company number 10278865.

Force Majeure Event

Any circumstance not within a Party's reasonable control including:

(a) acts of God, flood, drought, earthquake or other natural disaster;

(b)  epidemic or pandemic; (c)  terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d)  nuclear, chemical or biological contamination or sonic boom; (e)  any law or any action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; (g) interruption or failure of utility service; g) government, regulatory or other third party acts, omissions or determinations such as import/export and trade controls, currency controls and labour strike action and disputes .

Good Industry Practice

Using the standards, practices, methods and procedures conforming to the Applicable Laws and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances.

Intellectual Property Rights or IPR

Means any and all intellectual property rights of any nature anywhere in the world whether registered, unregistered or otherwise, including but not limited to patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, database rights, sui generis rights, copyright and rights in the nature of copyright, design rights, rights in designs, moral rights, know-how and any other intellectual property rights including those which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of Desucla or marketing methods and procedures and advertising literature, in each case for their full term, together with any renewals or extensions. In the case of Desucla, IPR includes the IOSS Platform and other Desucla software, including all releases and versions of IOSS Platform and all derivative works, and includes any other software, data, materials, graphics, equipment, the Desucla software components or arrangements of components or functionality including (but not limited to) menu trees, buttons, website architecture, process flow, payment methodology, wireframes, searches and navigation paths generic roadmaps, product designs, technical outputs and project plans, technical and other Desucla documentation provided to Merchant under the Terms of Service which is owned by Desucla and may include licensed third party software and open-source software licensed to Desucla. Desucla IPR includes Desucla’s proprietary software platform, selected modules or features of which are utilised to enable IOSS Platform and which includes the portions of Desucla IPR accessible by Merchants (subject to these Terms of Service) to a Merchant’s device, including (but not limited to), for the purposes of allowing the Merchant to access the Services through the IOSS Platform.

IOSS Intermediary Services

Acting as an intermediary for the Merchant in respect of the Import One Stop Shop in accordance with (i) sections 2, 91A, 91I, 91J and 91K of the VAT Consolidation Act 2010 and (ii) Implementing Regulation (EU) No. 282/2011 as amended by Council Implementing Regulation (EU) 2019/2026, in each case under the laws of Ireland.

IOSS Beneficiary

The Office of the Revenue Commissioners of Ireland, in its capacity as administrator of the Import One Stop Shop in accordance with (i) sections 2, 91A, 91I, 91J and 91K of the VAT Consolidation Act 2010 and (ii) Implementing Regulation (EU) No. 282/2011 as amended by Council Implementing Regulation (EU) 2019/2026, in each case under the laws of Ireland.

IOSS Due Date

In respect of a calendar month, the last day of the calendar month, or such other date as is specified by the Irish Revenue Service.

IOSS Payments

Payments to be made by Desucla Ireland pursuant to these Terms of Service in respect of the Merchant’s Tax liabilities owed to the relevant tax authorities, in various jurisdictions, in Euros.

IOSS Payment Amount

The amount in Euros to be paid to the Irish Revenue Service by Desucla Ireland on behalf of the Merchant in respect of a calendar month.

IOSS Platform

The part of Desucla IPR operated and/or licensed by Desucla which enables Merchant to access the Services. IOSS Platform is a solution which will be made available to multiple Desucla customers in return for various fees; not all features or functionality of IOSS Platform shall necessarily be made available to Merchant. Only those features for the agreed Services as updated from time to time in the IOSS Platform shall be made available to Merchant pursuant to these Terms of Service. Features may be updated or modified by Desucla from time to time in its absolute discretion.

IOSS Transaction

A transaction in respect of a calendar month consisting of (i) a Settlement Payment by the Merchant to Desucla, and (ii) an IOSS Payment by Desucla Ireland to the Irish Revenue Service, in each case pursuant to these Terms of Service.

Merchant Group Company

Any corporation, company, partnership, joint venture or other business entity Controlling, Controlled by or under common Control from time to time with the Merchant, either directly or indirectly. For purposes of this definition, the term “Control” has the meaning given in section 1124 of the Corporation Tax Act 2010.

Party

Desucla and Merchant are each a Party to these Terms of Service and are together the “Parties”.

Receiving Currency

A currency in which inbound payments can be received by the Bank Account as nominated by Desucla Ireland from time to time and a list of which is displayed in the IOSS Platform.

ROS

The Revenue Online Service of the Ireland Revenue Service.

Services

The provision to the Merchant of:

(i)                    IOSS Services as provided by Desucla Ireland; and

(ii)                   IOSS Payment Services provided by Desucla,

In each case accordance with these Terms of Service.

Tax

Valued added tax, sales tax, insurance premium tax, digital services tax, corporation tax, income tax, real estate tax, import duty and other relevant taxes.

Tax Agent

An individual or corporate entity contracted by the Merchant to make Tax Payments on Merchant’s behalf. A Tax Agent is a User.

Settlement Amount

An amount in the Settlement Currency to be paid by the Merchant to Desucla Ireland in respect of a calendar month. The Settlement Amount is inclusive of any FX margin charged by the Account Provider and/or Desucla for conversion and any payment fees charged by Desucla

Settlement Payment

The payment of a Settlement Amount to Desucla by the Merchant.

Settlement Currency

The currency chosen by the Merchant on the IOSS platform for a particular IOSS Transaction.

Third Party Suppliers

Such third parties, including Account Providers, who have completed licences with Desucla to permit and authorise Desucla to connect to such third parties’ platforms, information repositories or products and use their live data to enable Desucla to provide the Services.

UK GDPR

The Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 as retained under UK law.

User

Any employee, agent, Tax Agent or contractor of Merchant.