1. Provider and scope
These Terms govern the provision of the TaxRouter software-as-a-service by TaxRouter UG (haftungsbeschränkt), Lange Reihe 14, 20099 Hamburg, Germany ("TaxRouter"), to the contracting customer ("Customer").
The service is offered exclusively to entrepreneurs within the meaning of section 14 of the German Civil Code, legal entities under public law, and special funds under public law. It is not offered to consumers.
At contract formation, the Customer separately confirms that it enters into the agreement in the exercise of its trade, business, or independent professional activity and does not act as a consumer.
2. Contract formation and documents
A contract is formed when TaxRouter accepts the Customer's order, activates a paid workspace, or otherwise confirms the agreement. The order, plan description, these Terms, the Data Processing Addendum where applicable, and any individually agreed order form together constitute the agreement. Individually negotiated terms prevail over these Terms.
The Customer must provide accurate company and contact details and ensure that the person accepting the agreement is authorized to act for the Customer.
3. Service
TaxRouter provides a hosted platform supporting marketplace-data synchronization, VAT and accounting workflows, settlement reconciliation, evidence handling, and DATEV-oriented exports. The functions, usage limits, and support scope depend on the selected plan and current product description.
TaxRouter may improve and modify the service where this does not materially reduce the agreed core functionality. Material changes will be communicated in advance where reasonably possible.
TaxRouter does not provide tax, legal, or accounting advice. Results and exports are technical work products based on the data and configuration supplied. They must be reviewed by the Customer or its qualified adviser before filing, booking, or relying on them.
4. Customer obligations
The Customer must:
- use the service only for lawful business purposes and in accordance with the documentation;
- maintain complete and accurate source data, configuration, tax settings, and account information;
- verify outputs before using them in accounting, tax returns, filings, or business decisions;
- protect credentials, enforce appropriate user access, and notify TaxRouter promptly of suspected unauthorized access;
- obtain all rights and authorizations needed for data, marketplace accounts, integrations, and instructions supplied to TaxRouter;
- avoid uploading unlawful content, malware, or data that is not required for the agreed purpose; and
- cooperate reasonably in troubleshooting, security, migration, and compliance matters.
The Customer remains responsible for statutory filing and payment deadlines unless an individual written agreement expressly assigns a specific obligation to TaxRouter.
5. Integrations
Third-party integrations are subject to their providers' availability, interfaces, authorizations, and terms. The Customer authorizes TaxRouter to exchange data with connected accounts within the granted scope. TaxRouter is not responsible for changes, restrictions, outages, or data errors originating in a third-party service unless TaxRouter is legally responsible for them.
6. Accounts and authorized users
The Customer controls its authorized users and is responsible for activity performed through their accounts to the extent legally attributable to the Customer. Accounts are personal and may not be shared. TaxRouter may temporarily restrict access where reasonably necessary to address a security risk, unlawful use, payment default, or a material breach. Where circumstances permit, TaxRouter will notify the Customer and allow an opportunity to remedy the issue.
7. Fees and payment
The Customer pays the fees shown in the applicable order or price page, plus legally applicable VAT. Subscription fees are billed monthly in advance. Usage-dependent fees are calculated using the usage unit identified in the order or price page and the usage recorded by TaxRouter for the relevant billing period. The Customer may raise substantiated objections to the recorded usage in text form within 14 calendar days after receiving the invoice.
Invoices are due within 14 calendar days after receipt. TaxRouter may adjust prices for a renewal period by giving at least 30 calendar days' notice before that renewal period begins. If the increase exceeds 5% of the previously applicable price, the Customer may terminate the agreement for cause within two weeks after receiving the notice, effective when the renewal period begins.
8. Term and termination
The initial term, renewal term, and ordinary termination notice period are stated in the order or selected plan. If they are not stated, the initial term is twelve months. The agreement renews for successive twelve-month periods unless terminated in text form on three months' notice to the end of the applicable term. The right to terminate for cause remains unaffected.
At contract end, access is disabled in accordance with the agreement. The Customer should export required data before termination. Return, export, retention, and deletion of personal data are governed by the Data Processing Addendum where applicable.
9. Data portability and switching
To the extent the switching obligations for data processing services under Regulation (EU) 2023/2854 (EU Data Act) apply to the Service, TaxRouter will enable the Customer to initiate a switch to another provider or to its own infrastructure. The Customer may export the data it provided and exportable data and digital assets generated directly through its use in CSV or JSON format. TaxRouter trade secrets, internal analytics, security and operational data, and data whose disclosure would infringe third-party rights are excluded.
The Customer initiates the switch by sending a request to info@taxrouter.com or through the contact form. TaxRouter will provide reasonable assistance, maintain continuity and security measures, and comply with the applicable time limits: a notice period of no more than two months, an ordinarily applicable transition period of no more than 30 calendar days, and a subsequent retrieval period of at least 30 calendar days. Through 11 January 2027, any switching charges will not exceed TaxRouter's directly incurred switching costs; from 12 January 2027, no switching charges will apply. TaxRouter provides exports through the service or a secure download in a commonly used machine-readable format. After the retrieval period, TaxRouter will delete the exportable data and digital assets within the periods stated in the Data Processing Addendum, subject to applicable retention duties, and confirm deletion in text form on request.
10. Intellectual property and feedback
TaxRouter and its licensors retain all rights in the service, software, documentation, designs, and improvements. For the contract term, the Customer receives a non-exclusive, non-transferable right to use the service for its internal business purposes within the agreed scope.
The Customer retains its rights in Customer data. The Customer grants TaxRouter the rights necessary to host, process, transmit, reproduce, and transform Customer data solely to provide, secure, support, and comply with law in relation to the service.
11. Confidentiality
Each party must protect the other party's non-public business, technical, security, customer, and pricing information using reasonable care and use it only for the agreement. This obligation does not apply to information that is public without breach, was lawfully known, is independently developed, or is lawfully received from a third party. Legally required disclosure is permitted after advance notice where lawful.
12. Data protection and security
Each party complies with the data-protection obligations applicable to it. Where TaxRouter acts as processor, the Data Processing Addendum forms part of the agreement. TaxRouter maintains technical and organizational measures appropriate to the service and risk. The Customer remains responsible for the lawful basis, transparency, instructions, and configuration of its processing.
13. Availability, maintenance, and support
TaxRouter uses commercially reasonable efforts to keep the service available. Announced maintenance windows, outages outside TaxRouter's responsibility, and disruptions caused by the Customer do not count as unavailability. Planned maintenance should be announced at least 48 hours in advance where practical. Support channels are defined in the selected plan or order. No guaranteed availability, binding support response time, or service credit applies unless expressly stated in the selected plan or an individual order.
14. Defects
The statutory rules on defects apply subject to the valid limitations in the agreement. The Customer must describe reproducible defects promptly and provide reasonable diagnostic information. TaxRouter may remedy a defect by correction, workaround, or replacement function where reasonable.
15. Liability
TaxRouter is liable without limitation for intent and gross negligence, injury to life, body, or health, fraudulently concealed defects, guarantees expressly assumed, and liability under the German Product Liability Act.
For slight negligence, TaxRouter is liable only for breach of an essential contractual obligation whose performance makes proper execution of the agreement possible and on whose performance the Customer regularly relies. In that case, liability is limited to the foreseeable damage typical for this type of agreement.
Liability for slight negligence is limited per loss event and in aggregate per contract year to the higher of EUR 10,000 or the net fees paid by the Customer during the twelve months preceding the loss event. For data loss, TaxRouter is liable only for the restoration effort that would have been required had the Customer maintained proper, regular backups. To the extent permitted by law, liability for indirect or consequential loss and lost profits is excluded. These limitations do not apply to the cases of unlimited liability stated in paragraph 1.
16. Changes to these Terms
TaxRouter may amend these Terms for legal, security, technical, or service-development reasons where the amendment is reasonable for the Customer and does not materially shift the contractual balance to the Customer's detriment. TaxRouter will provide notice in text form at least six weeks before the intended effective date. If the Customer does not object within that period, its consent is deemed granted, provided TaxRouter specifically draws attention in the notice to the deadline, the right to object, and the meaning of silence. If the Customer objects, the prior Terms continue to apply; TaxRouter may terminate the agreement with the contractual notice period at the next available date. Changes to essential performance obligations or fees require express consent unless section 7 permits a valid price adjustment.
17. Final provisions
German law applies, excluding the United Nations Convention on Contracts for the International Sale of Goods. If the Customer is a merchant, legal entity under public law, or special fund under public law, the exclusive place of jurisdiction is Hamburg.
The parties may use electronic communications for contractual notices unless mandatory law or the agreement requires another form. If a provision is invalid, the remaining provisions remain unaffected; the statutory rule applies in place of the invalid provision.