GENERAL TERMS AND CONDITIONS TAXEROO B.V.

Welcome to the Taxeroo 100% digital Tax Free Shopping solution! You've downloaded our Taxeroo app and all the benefits that come with it. We care deeply about transparency, so you here find the Taxeroo app General Terms and Conditions between you as a Consumer and Taxeroo.

Please read these T&Cs before using our Taxeroo app. By accessing and using our Taxeroo app, you explicitly acknowledge that you have read, understood, and accept to be bound by these T&Cs. If you have any questions regarding (the applicability of) these Terms and Conditions and/or at a later stage would like to read these Terms and Conditions once more, please check our Taxeroo app or contact us via info@taxeroo.com.

Enjoy a completely new and digital Tax Free Shopping experience with the Taxeroo app. Simple, no paper, no queues and the highest refund available today.

HOW IT BASICALLY WORKS

Taxeroo offers VAT free sales to non-EU residents that are travelling to the European Union. Please check our Taxeroo app in which EU countries we are offering VAT free sales. Taxeroo is expanding rapidly with a continuous increasing EU country coverage.

The Taxeroo app works in a close partnership with national EU governments; in other words Taxeroo is fully compliant with and acts in accordance with the tax and privacy-legislation of the EU-countries. This allows you as a traveller to export your personal retail purchases outside the EU, much easier than ever before. To comply with all regulatory and legal requirements to export your purchases and refund your VAT, the Taxeroo app will ask you to scan and upload two documents during your stay in the EU: ID/Residency and a proof of purchase. This is the absolute legal minimum.

With this info received and validated, Taxeroo will automatically process and transact the VAT refund to your chosen payment method. The easy-to-use-Taxeroo app will speak for itself!

Taxeroo uses the highest standards in privacy protection and will never share or use your identity information for any other purposes than VAT refund.

1. DEFINITIONS

1.1. Article: an article from these T&Cs.

1.2. Consumer or you: the natural person as meant under Article 4.3. that has downloaded the Taxeroo app and has accepted the T&Cs.

1.3. Export Validation: proof of export by means of the TTFS Invoice, validated by the customs authorities at the point of departure from the European Union.

1.4. Goods: tangible movable items, eligible for VAT- refund.

1.5. In-store Purchase: the sale and purchase transaction whereby Goods are bought from a Retailer in the name of Taxeroo with the purpose to re-sell the Goods to Consumer instantly.

1.6. Parties: Consumer and Taxeroo.

1.7. Retailer: a person or business established in the European Union who is registered for VAT-purposes in its country of establishment, that sells Goods to the public in relatively small quantities for use or consumption.

1.8. Retailers Invoice: a legally valid invoice including VAT issued by a Retailer regarding an In-store Purchase that meets the country specific minimum value requirement for tax free shopping.

1.9. Sale and Purchase Agreement: the sale and purchase transaction whereby Goods are bought from Taxeroo by Consumer.

1.10. Taxeroo: Taxeroo B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its registered office (statutaire zetel) in Amsterdam, the Netherlands, registered with the Dutch trade registry under number 82285500, and with a branch office at Av. des Arts 56, 1000 Brussels, Belgium, registered with the Belgium trade registry under number 0768.565.543.

1.11. Taxeroo app: the mobile application provided by Taxeroo.

1.12. TTFS Invoice: Taxeroo Tax Free Shopping Invoice, that needs to be presented to the customs authorities for Export Validation.

1.13. T&Cs: the present general terms and conditions which – as stated in Article 10 – may be amended from time to time in the future.

2. APPLICABILITY

2.1. By accessing and using our Taxeroo app, Customer explicitly acknowledges that he/she has read, understood, and accept to be bound by these T&Cs. These T&Cs will apply to all existing and future agreements and to all other relations between Consumer and Taxeroo.

2.2. The applicability of any other (general) Terms and Conditions is explicitly rejected by Taxeroo.

3. INFORMATION ABOUT TAXEROO

3.1. Taxeroo is a technology company that offers a digital solution for European VAT refunds in tax free shopping by eliminating paper and process waste and maximize refunds for you.

4. CONSUMERS DETAILS AND OBLIGATIONS

4.1. In order to enable a successful execution of the VAT refund, it is important that Consumers personal information, including but not necessarily limited to ID, residency, shopping, travel and payment information, is made available truthfully, readable, complete and correct as per the instructions given via the Taxeroo app. The Consumer is solely responsible for the correctness and the completeness of the information provided and to update this information whenever and as soon as it changes. The Consumer is fully and solely responsible that all information is clearly readable and delivered via the Taxeroo app timely.

4.2. Taxeroo will only use Consumer information in accordance with the Articles outlined in our privacy statement, which can be read in the Taxeroo app.

4.3. You are only eligible for using the Taxeroo app if you:

• are a natural person with a permanent address or habitual residence that is not located within the European Union;
• are at least eighteen years old at the moment of scanning your passport in the Taxeroo app for identification purposes and possess legal capacity of entering into a legally binding contracts;
• are buying the Goods for your private use;
• will transport the Goods out of the European Union in an unopened and unused condition and carried in your personal luggage, before the end of the third month following that in which the In-store Purchase took place and obtain the Export Validation;
• will not violate the law, including any (intellectual property) rights of Taxeroo or others;
• will not use the Taxeroo app in a way causing Taxeroo to be in violation of any law;
• hinder or damage the accessibility, functioning or security of the Taxeroo app.

4.4. Your Taxeroo-account is strictly personal. It is not allowed for others to use your Taxeroo-account.

5. Taxeroo app USE

5.1. Taxeroo licenses the use of the Taxeroo app to Consumer. Taxeroo remains the sole owner of the Taxeroo app at all times. Taxeroo keeps the sole right to make changes and/or updates to the Taxeroo app at any given time and without prior notification, potentially impacting use and functionality of the Taxeroo app.

5.2. Taxeroo may monitor your use of the Taxeroo app for the following purposes:

• to prevent fraud, misuse or any other violation of the law;
• to perform, evaluate and improve our Taxeroo app and/or other possible Taxeroo products or services.

5.3. If Taxeroo has reasonable suspicion of fraud, attempt of fraud, misuse or any other violation of the law regarding your use of the Taxeroo app and notwithstanding Article 17, Taxeroo reserves the right not to make a VAT refund.

6. IN-STORE PURCHASE

6.1. After downloading the Taxeroo app, filling in your personal details and scanning and uploading your passport, Taxeroo can support VAT refunds for qualifying purchases.

6.2. Taxeroo hereby grants a power of attorney to Consumer to making an In-store Purchase in the name of Taxeroo and Consumer agrees to act as an authorized representative of Taxeroo strictly for that purpose. Before making an In-store Purchase, the Consumer must inform the Retailer the purchase is made in the name of, and the invoice need to be addressed to Taxeroo. Note: An invoice is different from a regular store receipt and must comply with national legislation.

6.3. Immediately after the In-store Purchase the Consumer must scan and upload the Retailers Invoice via the Taxeroo app.

7. SALE AND PURCHASE AGREEMENT

7.1. The Sale and Purchase Agreement is entered into at the instant moment the In-store Purchase has been successfully concluded.

7.2. Consumer hereby agrees, in all circumstances, to purchase all of the in Article 6 mentioned Goods from Taxeroo immediate at the moment the In-store Purchase is successfully concluded, and a sale and purchase agreement between Taxeroo and you is constituted and confirmed via the Taxeroo app. Taxeroo hereby grants Consumer the necessary authority to conclude the sale and purchase agreement with you, as the authorized representative of Taxeroo as the selling party. The Consumer will accept the Goods as is, where is, with any faults and defects.

7.3. You are solely responsible for the Goods at the instant moment of the sale and purchase agreement and accept that in case of possible loss of the Goods, possible damages, theft and other risks associated with the holding and the ownership of the Goods, Taxeroo will neither reimburse you nor accepts any liability or debts to you or third parties.

7.4. Taxeroo assigns to Consumer any guarantees, entitlements and warranties regarding the Goods as applicable under the terms and conditions that apply in connection with the In-store Purchase between the Retailer and Taxeroo. Warranties, complaints, return policies, or entitlements with regard to the Goods, at any given moment, can be directed, and supported by Taxeroo, to the Retailer by the Consumer.

8. PRICE, VAT, PAYMENT AND SETTLEMENT ("REFUND")

8.1. The Taxeroo sales price in case Export Validation is obtained is equal to the sales price on the Retailers Invoice excluding VAT plus Taxeroo's commission margin as shown in the Taxeroo app. No rights can be derived by the Customer from amounts mentioned in the Taxeroo app, including amounts of the (estimated) VAT refund.

8.2. The commission margin will only be charged if all conditions for a tax free purchase, including but not limited to the obtaining of Export Validation, have been fulfilled. If it appears from Taxeroo's screening of all documents uploaded in the Taxeroo app that the Goods legally do not qualify for tax free shopping, you will be notified via the Taxeroo app. In case of a negative validation, you cannot use the Taxeroo app for VAT refund. In such case, the sales price will be equal to the sales price on the Retailers Invoice and will thus include VAT.

8.3. All TTFS Invoice amounts are quoted in Euro and any possible currency exchange loss is for the Consumer's account as this is not part of the services provided by Taxeroo. Taxeroo has no obligation to compensate the Consumer for such loss.

8.4. Third-party financial transaction providers can charge for processing refunds. Such charges will be passed on to the Consumer by way of a deduction from the refund amount.

8.5. Only the Consumer that paid for the In-store Purchase and is registered in the Taxeroo app is entitled to receive the VAT refund on a preferred payment method on his/her name.

8.6. Transaction delays may occur processing your refund whereby Taxeroo always strives to transfer the refund as soon as possible. In case a refund is delayed, Taxeroo will neither compensate any interest nor accept any forfeits you might have had incurred.

8.7. In the unlikely case the Consumer's provided erroneous account details, Taxeroo will inform the Consumer, and keep the balance available to the Consumer for a maximum period of 6 months after the refund request was submitted by the Consumer.

9. ELECTRONIC COMMUNICATIONS

9.1. When using our Taxeroo app, you are communicating with us electronically. Taxeroo will communicate with you electronically in various ways, predominantly by the Taxeroo app (notifications, chat), but also by e-mail and instant messaging. For contractual purposes, by accepting these T&Cs you consent to receive all communications, all agreements, TTFS Invoices, notifications and all other communications from us electronically.

9.2. Possible charges for the usage of internet, data usage charges, roaming charges and possible other charges linked to the usage of the Taxeroo app are entirely for Consumers account.

10. CHANGES TO THESE TERMS

10.1. Taxeroo is unilaterally entitled and without being obliged to give prior notification thereof to change and/or complement these T&Cs. If Taxeroo decides to do so, the changed T&Cs will be updated in the Taxeroo app. You are advised to check on a regular basis if these T&Cs have changed. Any changes and/or complements do not apply to the Goods that were purchased before the date of change, unless such changes support the prevention of misuse and fraud.

11. FORCE MAJEUR

11.1. If Taxeroo cannot fulfil an obligation under these T&Cs due to a force majeure, this will not result in any liability by Taxeroo to the Consumer. Force majeure includes non-attributable failure in the performance of obligations by a supplier of Taxeroo and events such as strike, fire, theft, water damage, natural disasters, operational failures, defects or damage to machinery and equipment, failure of the internet or other means of communications, government measures, illness of an owner or director of Taxeroo, sabotage, boycotts, riots, terrorist attacks and/or acts of war.

12. COMPLAINTS

12.1. Taxeroo aims to deliver the highest possible quality regarding its products and services. Should you have any complaints, please contact us via info@taxeroo.com">info@taxeroo.com or inside the Taxeroo app chat and Taxeroo will get back to you as soon as possible, guaranteed!

13. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY

13.1. The Taxeroo app is provided on an “as is” and “as available” basis. To the full extent permissible by law, Taxeroo expressly disclaims all representations or warranties of any kind.

13.2. Taxeroo shall not be liable for any damage suffered by the Customer, unless such damage is the result or consequence of wilful intent or gross negligence or fraud on the part of Taxeroo. The burden of proving the aforementioned intent, gross negligence or fraud rests on the Customer. Taxeroo's total liability for each Sale and Purchase Agreement shall never exceed 50% of Taxeroo's commission margin as shown in the Taxeroo app related to the concerned Sale and Purchase Agreement.

13.3. Taxeroo shall not be liable for any consequential loss and/or damage sustained by the Customer or by a third party, including but not limited to consequential damage, non-material damage/losses, punitive damage and/or loss of profits whether such claim is based on warranty, contract, unlawful act, or otherwise, even if Taxeroo has been advised of the possibility of such damages.

13.4. Without prejudice to the provisions of article 6:89 of the Dutch Civil Code and the preceding provision, every claim from the Customer for compensation for damages and/or losses lapses 6 months after the commencement of the day following that on which the Customer has become aware or should have become aware of both the damages / losses and Taxeroo as the liable party.

13.5. Taxeroo does not warrant that the Taxeroo app will be available error free and/or that it or its content is free of computer viruses or similar contamination or destructive features. If your use of the Taxeroo app results in the need for servicing or replacing equipment or data, Taxeroo will neither be responsible nor liable for any direct or indirect resulting costs.

14. INDEMNITY

14.1. You agree to defend, indemnify and hold Taxeroo harmless from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of these T&Cs or your uploading of, access to, or use or misuse of the Taxeroo app and/or related services. Taxeroo will provide notice to you of any such claim, suit, or proceeding. Taxeroo reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this Article. In such case, you agree to cooperate with any reasonable requests assisting our defence of such matter.

15. INTELLECTUAL PROPERTY RIGHTS

15.1. The property rights in the Taxeroo app and all other intellectual property rights related to the products and services of Taxeroo are owned by Taxeroo and its licensors. These T&Cs, all agreements and any other legal relationships between you and Taxeroo do not transfer any intellectual property rights with respect thereto and only provides Consumer a limited, non-transferable and non-exclusive license to use the Taxeroo app and all other materials made available by Taxeroo solely for the purpose of using the products and services in accordance with these Terms.

15.2. The Taxeroo app and any documentation produced as part of Taxeroo's working model cannot be assigned to another service provider and is Taxeroo property.

16. PRIVACY AND DATA PROCESSING

16.1. Taxeroo complies with the Dutch Personal Data Protection Act (Wet bescherming persoonsgegevens) and/or other applicable legislation and regulations in the area of the processing of personal data, including the General Data Protection Regulation (GDPR). For more information, reference is made to our privacy statement, which can be read via the Taxeroo app.

17. TERMINATION

17.1. Taxeroo is, in its sole discretion, entitled to unilaterally suspend or terminate your registration and access to the Taxeroo app and these T&Cs without giving any reasons, after a written notification with an immediate termination period if needed.

17.2. Termination has the following consequences:

• Taxeroo will block your access to the Taxeroo app;
• Taxeroo will remove all information related to your account, unless this information is necessary as evidence towards any government authority for providing application of the VAT exemption or nil VAT tariff on a sale and purchase transaction as meant in Article 7.

17.3. Taxeroo is not responsible for any compensation or any damages incurred or to be incurred in connection with any termination and/or suspension of access in accordance with these Terms.

18. APPLICABLE LAW AND COMPETENT COURT

18.1. These T&Cs, all In-store Purchases, all Sale and Purchase Agreements and any other legal relationships between you and Taxeroo are solely governed by Dutch law. The applicability of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This choice of law shall not affect any further protection that you may have based on the mandatory provisions of the law that would apply without this provision.

18.2. Any disputes which may arise between the Consumer and Taxeroo, will exclusively be submitted to the competent court in whose jurisdiction Taxeroo has its registered office. Taxeroo will, however, remain entitled to submit a dispute to the court which is competent by law.

19. CONVERSION AND FILING

19.1. If any Article('s) or the agreement is or will become invalid, the remaining Article('s) will continue to apply in full. The Parties will replace the invalid Article('s) by an article with a corresponding meaning that matches the original meaning as closely as possible.

19.2. All obligations arising for Consumer from the agreement or these T&Cs, that are by their nature intended to continue after the termination of the agreement, including but not limited to the obligations laid down in Article 15, will remain in force after termination of the agreement.