These terms apply in addition to the Terms of Service where the Subscription Services include Loctax products. In the event of any conflict, these Product Specific Terms take precedence over the Terms of Service.
Loctax products are provided by Tax Systems’ Affiliate, Loctax NV, which has its registered office at Lokaal 37, Gebroeders Vandeveldestraat 68, 9000 Ghent, Belgium (“Loctax”).
For the purposes of these Product Specific Terms, references to “Tax Systems” shall include its Affiliate, Loctax NV, where relevant to the provision of the AI Features. For the avoidance of doubt, the Agreement remains between the Client and the Tax Systems entity named in the applicable Order Form, and Tax Systems shall remain responsible for the performance of the AI Features in accordance with the Terms of Service.
Defined terms from the Terms of Service shall apply to these Product Specific Terms. In addition, the following terms shall have the following meanings:
Definitions #
AI Act means Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024 laying down harmonised rules on artificial intelligence, as amended, supplemented, or replaced from time to time.
AI Features means any machine-based functionality made available by Loctax that is designed to operate with varying levels of autonomy and that, for explicit or implicit objectives, infers from input data how to generate outputs such as recommendations, analyses, or alerts within the Platform.
Input means any data, instruction, or information provided or made available by or on behalf of the Client and/or Users to the AI Features for the purpose of obtaining Outputs.
Output means any result, prediction, recommendation, or other response generated by the AI Features in response to Inputs.
Tax Systems Obligations #
(a) During the Term, Tax Systems shall use reasonable care and skill to design and operate the AI Features in accordance with applicable laws, including the AI Act where relevant, and with generally accepted principles of security, transparency, and accountability.
(b) Tax Systems shall implement reasonable technical and organisational measures to ensure the AI Features function as intended, are appropriately monitored, and are protected from unauthorised access or misuse.
(c) Tax Systems shall make available high-level information describing the purpose, capabilities, and material limitations of the AI Features to enable the Client to understand its intended use.
(d) For the avoidance of doubt, Tax Systems’ obligations under these Product Specific Terms are limited to those applicable to it in its capacity as provider of the AI Features.
(e) Tax Systems shall make available information regarding the hosting locations, data residency, infrastructure providers, sub-processors, and applicable security measures, certifications, and service levels relevant to the AI Features via its Trust Centre (https://trust.loctax.com/), as updated from time to time. Information relating to other Tax Systems services shall continue to be made available through the Website, as updated from time to time.
Client Obligations #
(a) The Client shall use the AI Features only in accordance with applicable law (including the AI Act), the terms of the Agreement, and these Product Specific Terms.
(b) The Client shall not use, and shall ensure that its Users do not use, the AI Features or any Outputs for any unlawful purpose, to develop or train a competing artificial intelligence model, product, or service, or in any context where such use could reasonably be expected to cause material harm to persons, property, or the environment.
(c) The Client shall maintain appropriate human oversight of the AI Features and shall not rely solely on any Output to make decisions producing legal, regulatory, or material effects without independent review.
(d) The Client is solely responsible for (i) the accuracy and quality of any Inputs, (ii) verifying and validating the accuracy of any Outputs, and (iii) any decision, action or omitted action based on any Outputs.
(e) The Client shall promptly inform Tax Systems of any material malfunction, error, or unexpected behaviour of which it becomes aware and shall reasonably cooperate with Tax Systems in investigating and resolving such incidents.
(f) The Client shall ensure that its personnel and Users are informed of the nature and limitations of the AI Features and are trained to use the AI Features responsibly and in accordance with Tax Systems Documentation.
Use of Data and Training #
(a) Tax Systems shall not use Client Data (other than Aggregated Data) for training or retraining of its AI Features unless expressly authorised in writing by the Client.
(b) Tax Systems may, however, freely use Aggregated Data derived from Client Data, including Inputs and Outputs, for statistical analysis, benchmarking, model evaluation, and general improvement of its products and services, provided that such data does not identify the Client or any individual and does not include any Client Confidential Information in an identifiable form.
AI Features Fees and Opt-Out #
(a) If Tax Systems introduces separate or additional charges for access to or use of any AI Features, Tax Systems shall give the Client not less than thirty (30) days’ prior written notice specifying the applicable fees and the effective date.
(b) The Client may elect, at its discretion, to deactivate or opt out of the relevant AI Features before such fees take effect. Tax Systems shall not charge the Client for any AI Features that have been deactivated or opted out of.
(c) Continued use of the AI Features after the effective date of the notified charges shall constitute the Client’s acceptance of the applicable fees.
Compliance Assurance #
Tax Systems shall maintain internal records, controls, and documentation sufficient to demonstrate its compliance with these Product Specific Terms and with applicable law relating to the design and operation of the AI Features. Upon the Client’s written request, Tax Systems shall provide evidence reasonably necessary to confirm such compliance, which may include audit summaries, certifications, risk assessments, or third-party assurance reports.
Indemnity #
(a) The Client shall indemnify, defend, and hold harmless Tax Systems, Loctax, their Affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable legal fees) finally awarded by a court of competent jurisdiction (or agreed in settlement with Tax Systems’ prior written consent) arising out of or in connection with:
(i) the Client’s unlawful or improper use of the AI Features or any Outputs; or
(ii) any claim alleging that Client Data, Inputs, or materials provided by or on behalf of the Client infringe, misappropriate, or violate any third-party rights or applicable law.
(b) In the event of a claim, Tax Systems shall:
(i) promptly notify the Client in writing of any claim for which it seeks indemnification;
(ii) allow the Client to assume sole control of the defence and settlement of such claim (provided that the settlement does not impose any liability or admission of fault on Tax Systems); and
(iii) provide reasonable cooperation and assistance, at the Client’s expense, in the defence of such claim.
(c) Tax Systems shall indemnify and hold harmless the Client, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all losses, damages, liabilities, costs, or expenses (including reasonable legal fees) finally awarded by a court of competent jurisdiction (or agreed in settlement with Tax Systems’ prior written consent) that arise directly from Tax Systems’ material breach of its obligations under these Product Specific Terms relating to the responsible, lawful, and secure design, development, or operation of the AI Features.
(d) The Client shall:
(i) promptly notify Tax Systems in writing of any claim for which indemnification is sought;
(ii) allow Tax Systems to control the defence and settlement of such claim; and
(iii) provide reasonable cooperation and assistance in the defence at Tax Systems’ expense.
(e) If a claim is made under clause 7(c) above, Tax Systems shall, at its expense either: (a) take steps to ensure that the Client can continue to use the relevant AI Features; or (b) modify or replace the AI Features to remedy the relevant breach or non-compliance, provided that it does not affect the functionality or performance of the AI Features; or (c) if neither (a) nor (b) is commercially reasonable, terminate the affected AI Features upon written notice to the Client and refund the Client a proportion of the fees paid in respect of such AI Features, pro-rated for the period during which the AI Features were not available due to such termination.
(f) This clause 7 is subject to the limitations and exclusions of liability set out in the Terms of Service.
Audit Rights #
(a) Subject to clause 8(b), at Client’s request, Tax Systems shall make available to and provide Client (or an auditor nominated by Client) with all information necessary to demonstrate compliance by Tax Systems with these Product Specific Terms and shall allow the Client (or an auditor nominated by the Client) to conduct audits for the purposes of assessing such compliance. Such audit rights under this clause 8 are limited to AI Features. Such information may be provided through existing third-party certifications, audit reports, or summaries where available.
(b) All audits pursuant to clause 8(a) must be conducted with reasonable notice (but no less than thirty (30) days’ prior written notice) and without unreasonable interference to Tax Systems’ business activities. Furthermore, audits shall be conducted no more than once in any twelve (12) month period unless required by applicable law or following a substantiated breach. Client shall bear its own costs and reimburse Tax Systems for any reasonable costs and expenses incurred in connection with facilitating such audits.
(c) All information disclosed during or in connection with an audit shall be treated as Tax Systems’ Confidential Information and used solely for verifying compliance with these Product Specific Terms. Tax Systems may redact or withhold information that would reveal trade secrets, third-party data, or other commercially sensitive information, provided this does not prevent verification of compliance.
(d) If an audit reveals any material non-compliance, the Parties shall agree in good faith on a corrective action plan and a reasonable timeframe for remediation. Tax Systems shall take commercially reasonable steps to address any confirmed deficiencies within the agreed timeframe.
Change Management #
(a) Tax Systems may modify the AI Features or their operation, as reasonably necessary:
(i) to comply with applicable laws, regulations, technical standards, or regulatory or supervisory guidance (including the AI Act and any implementing measures); or
(ii) to maintain or improve the security, performance, or integrity of the AI Features.
(b) The Client shall cooperate in good faith with Tax Systems to implement any reasonable measures, configuration changes, or updates that are necessary to maintain legal and technical compliance of the AI Features.
GenAI Module (AI Assistant) #
Scope and Nature of the GenAI Module #
(a) The GenAI Module (including any AI Assistant functionality) is a distinct component of the AI Features and may rely on third-party licensed content, including content provided by external licensors.
(b) The Client acknowledges that the availability, scope, and functionality of the GenAI Module are dependent on such third-party content, which may change over time, subject to the terms of these Product Specific Terms.
Content Dependency and Substitution #
(a) The GenAI Module incorporates and relies on third-party content sources. Tax Systems does not guarantee the continued availability of any specific third-party content provider.
(b) Tax Systems reserves the right, at its discretion, to modify, replace, or remove any third-party content or content provider used in connection with the GenAI Module, provided that such change does not materially and adversely affect the overall functionality of the GenAI Module.
(c) Notwithstanding 10.2(b), the Client acknowledges that changes to third-party content sources or providers may result in changes to certain features, Outputs, or capabilities of the GenAI Module, including the scope, coverage, completeness, or availability of the third-party content made available through the GenAI Module.
Subscription Term and Renewal #
(a) Notwithstanding anything to the contrary in the Agreement, the GenAI Module shall be provided on a fixed-term subscription basis only.
(b) Unless otherwise expressly agreed in writing, the subscription term for the GenAI Module shall not exceed twelve (12) months and shall not automatically renew. This clause expressly supersedes clause 2.6 of the Terms of Service with respect to autorenewal only.
(c) Any continued use of the GenAI Module following expiry of the applicable term shall be subject to mutual agreement in writing, including agreement on applicable fees and terms.
Seat Availability and Expansion Limitations #
(a) Any increase in the number of authorised Users or usage volumes for the GenAI Module shall be subject to availability and any applicable third-party licensing constraints.
(b) Tax Systems does not guarantee the ability to increase seat numbers, capacity, or usage rights during the subscription term.
(c) The Client acknowledges that, in certain circumstances (including where required by third-party licensors), Tax Systems may be restricted from permitting expansions or upgrades to the GenAI Module.
Pricing and Adjustments #
(a) Without prejudice to any pricing adjustment provisions in the Terms of Service, Tax Systems may adjust fees applicable to the GenAI Module where there is an increase or change in underlying third-party costs, licensing terms, or commercial arrangements.
(b) Tax Systems shall provide the Client with not less than thirty (30) days’ prior written notice of any such price adjustment.
(c) Where a price adjustment takes effect during a subscription term, the Client may elect to discontinue use of the GenAI Module before the effective date of the adjustment, and no further fees shall be payable in respect of the period following such discontinuation.
Third-Party Notices #
(a) The Client acknowledges that the GenAI Module may include third-party content subject to specific copyright requirements.
(b) The Client shall not remove, obscure, or alter any copyright notices, attributions, or other proprietary notices displayed within the GenAI Module.
(c) Tax Systems may include such notices within the user interface and documentation as required to comply with third-party licensing obligations.
Service Continuity and Changes #
(a) The Client acknowledges that third-party content providers may modify, suspend, or terminate the availability of their content.
(b) Tax Systems shall not be liable for any unavailability, modification, or discontinuation of third-party content, provided that it uses reasonable efforts to mitigate material adverse impact on the GenAI Module.
(c) Where continued provision of the GenAI Module (or any material component of it) is no longer commercially or legally viable due to third-party dependencies, Tax Systems may suspend or terminate the affected functionality on written notice to the Client.