Terms of Use

Collectively referred to as “TaxRoom”

These Terms of Use apply when accessing or using TaxRoom’s website or TaxRoom’s digital tax due diligence platform “the Website or TaxRoom’s Platform” as a Client, Fund Manager, an Advisor or a Visitor on the Website all referred to as “Users”. Users irrevocably represent and acknowledge to have read and understood the Terms of Use and agree to follow and be bound by these rules.

If you do not agree to comply with these Terms of Use, you or the organization you are representing and maybe having been granted log-in details must stop using the Website, TaxRoom’s Platform and click the unsubscribe link in case of having log-in details.

As Client you have also received an engagement letter (“Engagement Letter”) which may deviate these Terms of Use. In the event of any conflict between the Engagement Letter and the Terms of Use, the provisions of the Engagement Letter shall prevail.

TaxRoom reserves the right to vary, amend or remove the Terms of Use at any time without any notification or warnings. Such amendments shall be effective immediately. Your continued access and use of the Website or TaxRoom’s Platform following the posting of the updated Terms of Use shall constitute your acknowledgment and acceptance of such amendments.

When using the Website or TaxRoom’s Platform do not try to disrupt these, the questionnaires, calculations or assistance services made available.

You must always keep your login ID and password confidential and immediately notify TaxRoom if you become aware of any unauthorized use of your login ID and password.

You may not use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Website, TaxRoom’s Platform or any other content, or in any way reproduce or circumvent the navigational structure or presentation of the Website or TaxRoom’s Platform, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website or TaxRoom’s Platform.

This section is only relevant if you are a Client and have entered an Engagement Letter.

TaxRoom’s fee is determined in the Engagement Letter and if you have not entered an Engagement Letter there are no fees or invoicing involved with the use of the Website or TaxRoom’s Platform.

VAT is not included in fee statements or estimates provided, unless specifically stated. In addition to TaxRoom’s fee, TaxRoom shall invoice for any costs and disbursements incurred in connection with the performance of the engagement. All costs and disbursements must be approved in writing by the Client prior to invoicing.

Costs for obtaining expert opinions, assistance from foreign lawyers and similar shall be settled separately and may only be requested at the Client’s expense and risk upon obtaining the Client’s prior written acceptance of the task description and the associated fee estimate.

TaxRoom generally invoices monthly in connection with the performance of engagements for the Client. Invoices fall due to payment 15 days after the invoice date. In the event of late payment, interest of 1% per commenced month shall be added to the outstanding balance at any given time. If the payment deadline is not met, TaxRoom may suspend further work, withhold further services, and close down the Client’s access to TaxRoom’s Platform until payment has been made.

If a Client has several overdue debts, TaxRoom itself determines which debts a payment received from the Client shall be applied to.

Either party may terminate the Engagement Letter, use of the Website or TaxRoom’s Platform at any time. Any termination by TaxRoom shall in such case take place with due regard to the reasonable commercial interest of the Client.

The following provisions shall continue to apply after termination: 6 (Marketing), 7 (Confidentiality), 10 (Limitation of Liability), 12 (Disputes and Complaints) and 14 (Intellectual Property Rights).

TaxRoom may, in its marketing, refer to the fact that TaxRoom has acted as adviser to the Client or carried out specific tax due diligence assignments on TaxRoom’s Platform.

TaxRoom and the Users are subject to a strict duty of confidentiality with respect to information received from the Users and exchanged via TaxRoom’s Platform. The duty of confidentiality also applies after the completion of an engagement, termination or un-subscription from TaxRoom’s Platform.

The duty of confidentiality applies subject to rules imposing a duty of disclosure to public authorities or others like EU DAC6 and anti-money laundering rules.

Immediately upon receipt of an engagement or onboarding a Client on TaxRoom’s Platform - and before work on it is commenced - TaxRoom checks whether TaxRoom’s engagement gives rise to conflicts of interest which preclude TaxRoom from representing the Client in relation to the engagement in question. Relevant matters are discussed with the Client before work on the matter begins.

TaxRoom complies with the rules of the Danish Anti-Money Laundering Act and will in certain situations obtain and retain identity information about the Client as well as documentation for such information. The documentation will be retained for at least 5 years after the client relationship has ended.

TaxRoom is liable in damages in accordance with the general rules of Danish law for any loss which the advice may cause the Client having entered an Engagement Letter, subject to the limitations set out herein.

TaxRoom has no responsibility or liability towards other Users except for Clients. In case information on TaxRoom’s Platform is disclosed or otherwise made available by Users to a third party TaxRoom’s accept no liability or responsibility and a User disclosing such information must indemnify TaxRoom against any claims, losses, liabilities, costs and expenses coming out of such disclosure of information not having been approved by TaxRoom.

TaxRoom’s liability does not cover liability for operating losses, loss of time, loss of profit, loss of goodwill or other indirect loss.

A Client may only bring claims against TaxRoom P/S, CVR 37 91 89 11 and thus not against the individual partner, employees, board members or TaxRoom Tech ApS.

TaxRoom is not liable for advice provided by the Client’s other advisers, regardless of whether such advisers have been engaged with TaxRoom’s assistance.

TaxRoom is not liable for any failure or delay in fulfilling its obligations under an Engagement Letter if this is due to obstacles or circumstances beyond the reasonable control of TaxRoom or a subcontractor (force majeure).

Users are solely responsible for any and all necessary equipment and connections from Users own software systems to TaxRoom’s Platform that will allow for access to the Website or TaxRoom’s Platform. TaxRoom shall have no responsibility for any such equipment or connections. Users must ensure having implemented security systems and procedures to prevent the unauthorized access to or misuse or disruption of the Website or TaxRoom’s Platform.

TaxRoom and the Client accept the use of electronic communication (including e-mail, other media or TaxRoom’s Platform) and the risks associated therewith. Each party is responsible for protecting its own systems and interests in connection with electronic communication.

TaxRoom and TaxRoom’s subcontractors are not liable for errors, loss, viruses, delays, destruction, etc. in connection with or caused using electronic communication or TaxRoom’s Platform.

In the event of dissatisfaction with TaxRoom’s advice or handling of the engagement in general, the Client may at any time contact either the responsible partner or the chairman of TaxRoom’s board of directors.

Engagement Letters, TaxRoom’s advice, deliveries or TaxRoom’s Platform are governed by and shall be construed in accordance with Danish law, excluding its conflict of laws rules.

Any dispute arising between the Client and TaxRoom as a result of TaxRoom’s advice or deliveries from TaxRoom’s Platform shall be finally and bindingly resolved by arbitration at the Danish Institute of Arbitration in accordance with the rules adopted by the Danish Institute of Arbitration in force at the commencement of the arbitration proceedings. The parties shall maintain confidentiality regarding the arbitration proceedings and the results thereof. Notwithstanding the foregoing, TaxRoom may, in cases concerning non-payment of fees, initiate proceedings with the Court in Lyngby.

TaxRoom has its own Privacy Policy, which governs Users’ use of the Website and TaxRoom’s Platform. For further information we refer to this Privacy Policy.

TaxRoom retains all intellectual property rights and other similar rights to the Website and TaxRoom’s Platform and other material prepared by TaxRoom. The Client is only entitled to use the material to the extent required by the specific engagement.

TaxRoom’s reports, calculations and other material produced or processed on TaxRoom’s Platform shall be treated as confidential and, except for the Client’s auditors or professional advisors, may not be disclosed to others without TaxRoom’s prior consent.

Users acquire no rights or licenses to the Website or TaxRoom’s Platform other than the limited right to monitor tax due diligence reports via TaxRoom’s Platform granted to Clients having a valid Engagement Letter with TaxRoom.

Copyright and Trademarks. Users are not allowed to use or copy TaxRoom’s trademarks, logos, procedures, presentations or designs etc.

Users are prohibited from violating or attempting to violate the security of the website or TaxRoom’s Platform. TaxRoom will investigate occurrences of possible violations and will cooperate with all relevant authorities in prosecuting violators.

In addition to the Terms of Use Users as well as TaxRoom may be required to comply with the terms of a third-party data provider. If a third-party data provider suspends or terminates the services to a User, the Website or TaxRoom’s Platform this may without notice terminate or suspend accessibility to the Website and TaxRoom’s Platform. TaxRoom has no responsibility or liability related to any loss or damage caused by actions or in-actions from third-party data providers.

TaxRoom has its own Security and Data Provider Policy and for further information we refer to this policy.