For the Provision of Tax reporting Services (GTC)

Preamble
The General Terms apply at all times to the online Tax Reporting Services and other Professional Services. The General Terms supplement the applicable legislation. In the event of any conflict between the General Terms and the applicable legislation, the applicable legislation shall prevail.

If you continue to browse and use this website, you are agreeing to comply with and be bound by the following general terms and conditions, which together with our Customer Privacy Policy (as defined below) governs “Iolipay” LLC’s business relations with you in connection with this website. If you disagree with any part of these terms and conditions, please do not use our website.

1. Definitions
The term “Iolipay” LLC” or “us” or “we” refers to the owner of the website whose registered office is Mindeli st. N 12, Block 1, office 94a, Tbilisi, Georgia. Our company is registered under the legislation of Georgia, registration number is 405531214 (hereinafter referred to as the “Company”);
The term “you” refers to the user or viewer of our website, who wishes to access, use and acquire services through the use of the Company’s website, mobile apps or any other platforms (hereinafter referred to as the “App”) through which the Company provides afore-mentioned services (hereinafter referred to as the “Customer”);
“Confidential Information” means all information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its Representatives designates as confidential, internal and / or proprietary at the time of disclosure, or (ii) should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure.
“Customer Data” means any content, materials, data and information that Customer provides to the Company, in order to receive the Professional Services. Customer Data and its derivatives will not include Company’s Confidential Information. Customer Data can also include any information connected to an identified or identifiable natural person. A person shall be identifiable when he/she may be identified directly or indirectly, in particular by an identification number or by any physical, physiological, psychological, economic, cultural or social features specific to this person;
“Commencement Date”: [DATE]/ [means the date of entering into the Agreement (as defined below) between us and you by way of consenting to these terms in accordance with Section 2 “Consent” below].
“Force Majeure Event”: any event, circumstance or cause beyond the Company’s reasonable control which disrupts the provision of the Services.
“General Terms and conditions”/ Agreement means the terms and conditions contained in this GTC that have the title General Terms, which represents a legal contract between the Company and Customer for the provision of tax services, and which regulates our business relationship;
“Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secret, know-how or confidentiality rights, trademarks, trade names and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired;
“Professional Services” means consulting services or other related tax services provided by the Company to the Customer and may also be referred to in the GTC as “Consulting Services” or “Services”;
“Party or Parties” shall mean the Company or the Customer, or both, and their successors in interest to any or all of the rights and obligations hereunder.
“Representatives” means a party’s Affiliates, employees, contractors, sub-contractors, legal representatives, accountants or other professional advisors;
“Taxes” means all transactional taxes, levies and similar charges (and any related interest and penalties) such as state or local sales tax, value added tax, goods and services tax, property tax, or similar taxes defined under the Tax Code of Georgia;
“Tax Authory“ means LEPL Revenue Service of Georgia (RS.ge).
“Tax Portal” means online tax reporting system of the Tax Authority accessible on https://rs.ge/.

2. Consent
a. By accepting the present GTC and all the other related documents (“Customer Privacy Policy”), and pursuant to the Law of Georgia “On Personal Data Protection” dated 16 January, 2012, (No. 5669-რს), you agree to comply with the terms and conditions set forth herein.

b. You hereby provide your consent to “Iolipay” LLC on processing of your personal data in data files and/or information telecommunications systems in Personal Database of “Iolipay” LLC for the purposes of provision of services, client record keeping, development of internal procedures and policies on exercising rights and obligations prescribed by the applicable law and GTC.

c. Hereby you undertake, that for the service provision purposes, the provided information is true and accurate and in case of any changes in your Personal Data, to promptly provide to “Iolipay” LLC the updated information and original copies of relevant documents.

d. By accepting the present GTC, you hereby acknowledge that you are familiarized with the “General Terms and Conditions” and the “Customer Privacy Policy”, your rights and obligations in this regard;

e. You hereby authorize “Iolipay” LLC to perform any actions in respect of your Personal Data for the below purposes, including, but not limited to, collection, systematization, accumulation, retention, amendment (updating, modification), use, dissemination (including transfer), depersonalization, blocking, erasure/ destruction, cross-border transfer, as well as any other actions with your personal data considering the requirements of GTC and the effective legislation of Georgia.

3. Subject of the GTC
a. The Company shall provide the tax reporting services to the Customer by submitting individual entrepreneur monthly income tax reports to the Tax Authority through the Tax Portal.

b. The Company shall provide the following services to the Customer:

Managing Customer’s Tax Portal in accordance with the information provided by the Customer.
According to the Customer’s information assisting the Customer in the process of filing a tax return;
Submitting the Customer’s tax return via the Tax Portal;
Consulting the Customer regarding the tax payment procedure;
Consulting the individual entrepreneurs regarding the status of a small business in Georgia in terms of tax legislation and any possible changes/ amendments to it.
c. The Customer agrees to pay the fees prescribed under this GTC, provide the requested accurate information for the purposes of service provision and perform its obligations duly, in good faith, and at the time and place determined.

4. Fees and Taxes
The Customer shall pay fees no later than 15 date of each month (Monthly Subscription) or no later than 15 date of the following month of the commencement date (Annual Subscription), depending on the service option defined in the paragraph 4.2.
Customer has the right to choose between the following subscription plans:
1. Monthly subscription, which shall be automatically renewed unless terminated by either Party effective as of the end of the term or any subsequent term by giving 1 (one) week prior written notice to the other Party; The fee for such subscription shall amount in 25 (Twenty-five) US Dollars equivalent to 69 (Sixty-nine) GEL (including VAT) .

2. Annual subscription, which shall be automatically renewed unless terminated by either Party effective as of the end of the term or any subsequent term by giving 60 (Sixty) days prior written notice to the other Party; The fee for such subscription shall amount in 250 (Two hundred and fifty) US Dollars equivalent to 690 (Six hundred and ninety) GEL (including VAT).

c. If the Customer does not pay any fees (and Taxes) in accordance with the GTC then, in addition to any other available remedies, the Company may suspend Customer’s use of the Services or the provision of Professional Services until payment is made. Company shall provide Customer with prior written notice before any such suspension. Any fees (and Taxes) not paid when due shall accrue interest in the amount of 0.3% of each day overdue.

d. All fees and taxes shall be paid by the bank transfer on the Company’s bank account:

BANK: JSC “TBC Bank”;

SWIFT: TBCBGE22;

IBAN : GE35TB7729633060100001;

e. All fees and other charges included in the GTC are subject to applicable Taxes, which will be charged (and payable) in addition to fees under the Agreement.

5. Term, Termination and refund
The term of the Agreement shall be determined in accordance with the subscription plan chosen by the Customer pursuant to Clause 4.2 above and shall be in force, unless otherwise terminated earlier by either party in accordance with this Article.
Either party may terminate the present Agreement:
5.1. In the case of the Annual Subscription Plan:

With the mutual agreement by giving 60 (Sixty) days prior written notice to the other Party;
for cause upon 30 days prior written notice of the other party’s material breach of any provision of the Agreement (including Customer’s failure to pay any money due hereunder within 30 days of the payment due date) unless the breaching party has cured such breach during such 30 days period.
Immediately, by giving written notice to the other party if the other party files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or otherwise materially breaches Articles 7 or 15 of the GTC.
For annual subscriptions, if the customer terminates the contract by written email notice, Company will refund the amount according to the formula:
X = Y – m*n

X – refund amount

Y – annual subscription price

m – monthly subscription plan

n – the number of months used, including the month of termination notice

5.2. In the case of the Monthly Subscription Plan:

With the mutual agreement by giving 30 (Thirty) days prior written notice to the other Party;
for cause upon 7 (seven) days prior written notice of the other party’s material breach of any provision of the Agreement (including Customer’s failure to pay any money due hereunder within 7 (seven) days of the payment due date) unless the breaching party has cured such breach during such 7 (seven) days period.
Immediately, by giving written notice to the other party if the other party files for bankruptcy, becomes insolvent, makes an assignment for the benefit of creditors, or otherwise materially breaches Articles 7 or 15 of the GTC.
The Company has the right to terminate the present GTC with an immediate effect, by giving written notice to the Customer, in case the Customer within a reasonable time fails to provide the information that is necessary for the provision of the services and/ or the Customer in any way hinders/ delays the provision of Services. In case the Customer has already paid the fees for the services that were not provided due to such termination, the Customer shall have the right to request the remuneration of the fees for the non-performed services.
In case of the termination of the present GTC by the Customer, all the fees and taxes payed by the Customer in advance (even if the services have not been provided) shall NOT be subject to remuneration or refund.

6. Limitation of Liability
The Company shall not be liable to the Customer, whether in contract or in tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this
Agreement for:

loss of profits;
loss of sales or business;
loss of agreements or contracts;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of or damage to goodwill; and
any indirect or consequential loss.
b. The Company shall not be liable to the Customer, for the delay of services outside its control, including, but not limited to actions (inaction) of state bodies, commercial banks or any other third parties including for the delay in finalisation of procedures.

c. In case of the delay under any event outside the Company’s control, the Company shall contact you as soon as possible to inform you regarding the steps taken to minimize the effect of the delay.

d. The Company shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack unless such damage or interruption originated from gross negligence, fraud, wilful misconduct or breach of this Agreement.

e. The Company shall not be responsible or liable for any failure to fill and submit the tax return in a timely manner or for incorrect tax calculations, if such failure and inaccuracy was caused by the Customer’s fault, due to the delay in the provision of the requested information, provision of inaccurate information and failure to pay taxes and/or delay of the tax payment.

7. Confidentiality
Each party undertakes to the other:

to keep confidential all information of a confidential nature (written or oral) concerning this agreement and the other party’s business and affairs that it has obtained or received as a result of the discussions leading up to or the entering into or performance of this Agreement (Information);
not without the other party’s prior written consent disclose the Information in whole or in part to any other person save those of its employees, agents, consultants or sub-contractors involved in the performance of this agreement; and
to use the Information solely in connection with the implementation of this agreement and not otherwise for its own benefit or for the benefit of any third party.
b. The provisions of Article 7 shall not apply to the whole or any part of the Information to the extent that it can be shown by the receiving party to be:

known to the receiving party prior to the date of this agreement and not obtained directly or indirectly from the disclosing party; or
obtained by the receiving party from a third party who lawfully possesses such information and which has not been obtained in breach of a duty of confidence owed to the disclosing party by any person; or
in the public domain in the form in which it is possessed by the disclosing party other than as a result of a breach of a duty of confidence owed to the disclosing party by any person; or
necessary to disclose Information pursuant to a statutory, legal obligation placed on the party making the disclosure.
c. Each party hereby undertakes to the other to make all relevant employees, agents, consultants and sub-contractors aware of the confidentiality of the Information and the provisions of this Article 7 and, without prejudice to the generality of the foregoing, to ensure compliance by its employees, agents, consultants and sub-contractors with the provisions of this Article 7.

d. The obligations as to confidentiality contained in the agreement shall continue in force notwithstanding termination of this agreement, however caused.

8. Warranties
The Company warrants that:

it has full power and authority to enter into this agreement and provide the services prescribed under the GTC; and
it will use appropriately experienced, qualified and trained personnel who will use all reasonable skill and care in performing its obligations under this agreement
b. The Customer warrants that:

All information provided by you to the Company is true, accurate, current, and complete;
You are at least 18 years of age and eligible to purchase/ receive the services under the GTC.
Your use of this App is intended for making legitimate orders to purchase the services offered. Customer agrees not to make any speculative, false or fraudulent requests;
You have not previously been suspended by the Company or otherwise banned from using the App and purchasing services;
You have full power and authority to enter into this Agreement and in doing so, will not violate any other agreement to which you are a party.
You will create necessary conditions for the company to duly perform its obligations (provide correct billing information, address, etc.);

9. Force Majeure
Under the Agreement, the parties shall not be liable for non-performance or improper performance of an obligation if such non-performance is caused by insuperable force independent of the parties, including: natural disasters, accidents, fires (other than those caused by any appropriate party), riots, revolutions, military actions, declared quarantine or other natural disaster, the control over which is beyond the reasonable capacity of the parties;
If one of the parties fails to perform its obligations due to force majeure circumstances, it is obliged to notify the other party within 3 (three) days of their occurrence and/or termination, otherwise, the respective party will not be released from its obligations;
Liability and obligations of the parties shall be renewed upon the expiry of the force majeure circumstances.

10. Intellectual Property Rights
10.1. All materials within the website are the intellectual property of the Company. Such materials may not be copied save to the extent necessary to view them online. However, you may print complete pages of the site as hard copies for your own personal, non-business use.

10.2. Ownership of the intellectual property in any copies shall remain with the Company.

10.3. Except for any rights expressly granted to Customer under the GTC, Company owns all Intellectual Property Rights in and any derivative works of:

the tax Service;
Materials;
Documentation; and
any Professional Services, Deliverables and Work Products (including any techniques, knowledge or processes of the Professional Services or Deliverables) whether or not developed for the Customer.
10.4. Except for any rights expressly granted to the Customer under the Agreement, Customer shall not:

copy, translate, disassemble, decompile, make derivative works, reverse engineer or be permitted to modify the Services or any Company Materials (or attempt any of the foregoing); b) enter, store or transfer any content or data on or via the Cloud Service that is unlawful or infringes any Intellectual Property Rights;
circumvent or endanger the operation or security of the Services; or
remove Company’s copyright and authorship notices.

11. Accuracy of Information
11.1. Whilst the Company uses reasonable endeavours to ensure that the contents of this website are accurate and up to date, it does not accept any liability for any information that may not be accurate or complete or is out of date. Company is reliant upon third parties for much of the information provided (see below) and reserves the right to change data, references and product or service specifications at any time, or to make access subject to additional terms and conditions.

11.2. The contents of this website are for general information and public relations purposes only and do not purport to provide advice, make any offer or otherwise create or lead to the creation of any legally enforceable relationship between Company and you. No reliance should be placed on any statements made on the website, whether for investment purposes or otherwise.

11.3. COMPANY EXCLUDES TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITY, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE INCLUDING (WITHOUT LIMITATION) ANY LOSS, (FINANCIAL OR OTHERWISE) OR DAMAGE RESULTING DIRECTLY OR INDIRECTLY FROM ANY SUCH RELIANCE.

11.4. The Company accepts no liability or responsibility whatsoever for the content or functionality of any other web sites that may be accessed through the Company website, nor any responsibility for ensuring the proper functioning of any hyperlinks.

12. Notices
All notices and communications to be given or otherwise made to the Customer shall be deemed to be sufficient if sent by e-mail to such address provided by the Customer via the website. Unless otherwise specified in this GTC, Customer shall send all notices or other communications required to be given hereunder to the Company via e-mail at Support@iolipay.com. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the e-mail has been sent (assuming that there is no error in delivery).

13. Severance
13.1. If any provision or part-provision of this GTC is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this agreement.

13.2. If any provision or part-provision of this GTC is deemed deleted under Article 13 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. Waiver
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

15. Assignment
The Company has the right to transfer its rights and obligations under the same terms prescribed herein to another organization. Without prejudice to the provisions of this Article, the Customer shall have no right to assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under this agreement to any other company, firm or person without first obtaining the written consent of the Company.

16. Third party rights
No one other than a party to this agreement shall have any right to enforce any of its terms.

17. Governing law
This GTC and any other related documents and agreement between the Parties and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Georgia.

18. Jurisdiction
Each party irrevocably agrees that the General Courts of Georgia shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this GTC ad any other related documents and agreement between the Parties or its subject matter or formation (including non-contractual disputes or claims).

19. Entire Agreement
The present GTC constitutes the complete and exclusive statement of the agreement between the Company and Customer in connection with the parties’ business relationship related to the subject matter of the Agreement. All previous representations, discussions and writings (including any confidentiality agreements) are merged in and superseded by the GTC and the parties disclaim any reliance on them. The Agreement may be modified solely in writing signed by both parties, except as permitted under the Agreement.