Tax and Duty Payment Subscription Terms

Version: Version 1.0
Published: 4 October 2026
Effective date: These Terms take effect for a Customer when its authorised representative accepts them during onboarding.

These Tax and Duty Payment Subscription Terms (the Terms) govern access to and use of the Tax and Duty Payment software-as-a-service product (the Service).

1. Parties and acceptance

The provider is ByLogic OÜ, an Estonian private limited company, registry code 16567996, registered at Tartu mnt 67/1-13b, Tallinn 10115, Estonia, notice email info@bylogic.io (the Provider). The business accepting these Terms is the Customer. The Provider and the Customer are each a Party and together the Parties.

The Customer enters into a binding agreement by selecting the acceptance checkbox and completing onboarding. No handwritten or electronic signature, Order Form or Statement of Work is required. The person accepting confirms that they have authority to bind the Customer.

The Provider will retain an electronic acceptance record containing:

• the Customer's legal name, country of registration, registration number and VAT identification number, if applicable;
• the accepting person's full name, title or position and business email address;
• the agreed fee per Billable Consignment and the fixed invoicing currency;
• any applicable monthly minimum charge, with the absence of a minimum recorded where none applies;
• the versions of these Terms, the Privacy Policy and the Data Processing Addendum accepted;
• the UTC date and time of acceptance; and
• the accepting device's IP address and user-agent string.

The acceptance record and these incorporated documents form the entire agreement for the Service. Commercial terms specific to the Customer are those displayed during onboarding and preserved in that record. If there is a conflict, the Data Processing Addendum controls for processing personal data, the recorded commercial terms control for the rate, currency and any monthly minimum, and these Terms control in all other respects.

2. Service and access rights

The Service is software that supports the processing of express consignments and the formation of customs payments from data supplied or connected by the Customer. It is a software tool only. The Provider is not the Customer's customs representative, declarant, tax adviser, legal adviser, carrier or payment institution and does not make customs or regulatory decisions for the Customer.

Subject to these Terms and timely payment, the Provider grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right to permit its authorised users to access the Service for the Customer's internal business purposes on a month-to-month basis. The Customer is responsible for its authorised users, account security and all activity under its accounts. It must promptly remove unnecessary access and notify the Provider of suspected compromise.

The Provider will supply the Service with reasonable skill and care. It may use personnel, subprocessors and tools of its choice, subject to the Data Processing Addendum where personal data is involved. The Provider may update the Service, security controls and delivery methods, provided that it does not materially reduce the core paid functionality during a paid billing period. Beta, preview and free functionality is provided as available, without warranty, and may be changed or withdrawn.

Unless expressly agreed otherwise in writing, the Service is provided using commercially reasonable efforts without a guaranteed uptime or service level. No system can be guaranteed to be completely secure or uninterrupted.

3. Acceptable use and prohibited clients

The Customer must use the Service only lawfully and in accordance with these Terms and the Provider's then-current user instructions (Documentation). The Customer must not, and must not permit any other person to:

• copy, resell, rent, sublicense, reverse engineer or create a competing service from the Service, except to the limited extent that applicable law does not permit the restriction;
• bypass security, access or usage controls, perform unauthorised security testing, introduce malicious code, interfere with the Service or other users, or attempt unauthorised access;
• use the Service for fraud, unlawful activity or in breach of customs, sanctions, trade, tax, data-protection or other applicable law; or
• submit full payment-card data, special-category personal data or criminal-offence data unless the Parties first enter into a separate written agreement permitting it.

The Provider does not onboard as a Customer, and may refuse or end the Service to, any company that:

• is established, resident or effectively managed in Russia or Belarus, or is owned or controlled by a person or entity established or resident there;
• trades in, ships, forwards or clears goods originating in, destined for, or routed through Russia or Belarus;
• is subject to sanctions imposed by the European Union, the United Kingdom, the United States, the United Nations or the Republic of Estonia, or is owned or controlled by, or acting on behalf of, a person or entity subject to such sanctions;
• carries on any activity that is illegal, criminal, fraudulent or otherwise unlawful in the jurisdictions in which it operates;
• is engaged in gambling, betting, lotteries or games of chance;
• is engaged in adult content, sexual services or the sale of pornography;
• manufactures, trades in or transports weapons, ammunition, explosives or military or dual-use goods, or moves export-controlled goods without the required licence;
• manufactures, trades in or transports narcotics, controlled substances or precursor chemicals;
• is engaged in human trafficking, forced labour, the organ trade, or trade in protected species, wildlife or timber harvested in breach of local law;
• trades in counterfeit, pirated or otherwise intellectual-property-infringing goods, or in stolen goods;
• provides unlicensed financial, payment, money-transmission, virtual-asset or currency-exchange services, or any service designed to conceal the origin of funds;
• operates a pyramid scheme, a Ponzi scheme or any other fraudulent investment arrangement;
• trades in or transports, without the required authorisations, pharmaceutical products or hazardous, radioactive or ozone-depleting materials;
• has a director, controller or beneficial owner who is a politically exposed person, unless the Provider has satisfied itself that the engagement is acceptable; or
• declines to identify itself, its beneficial owners or the nature of its business when the Provider reasonably asks.

This list is not exhaustive. The Provider may decline or end an engagement at any time where continuing it would expose the Provider to legal, regulatory, sanctions, tax or reputational risk.

4. Customer responsibilities and customs decisions

The Customer is responsible for the completeness, accuracy, timeliness and lawfulness of all shipment, recipient, sender, tariff, valuation, origin, customs and other data, materials and instructions submitted to or connected with the Service (Customer Data). The Customer warrants that it has all rights, notices, permissions and lawful bases required for Customer Data and its instructions.

The Customer remains solely responsible for:

• determining the correct customs treatment and amount payable;
• verifying Service outputs before relying on or using them operationally;
• deciding whether and how to make, authorise, amend or cancel a customs payment;
• filing declarations, keeping records and meeting deadlines; and
• compliance with customs, tax, sanctions, trade and other laws applicable to its business and consignments.

The Customer will defend and indemnify the Provider against third-party claims, regulatory costs and reasonable expenses arising from Customer Data, Customer materials, Customer instructions, the Customer's business, or unlawful or unauthorised use of the Service, except to the extent caused by the Provider's breach of these Terms.

5. Billable Consignments

A Billable Consignment is an express consignment for which the Service has successfully formed a customs payment. The Customer is charged exactly one unit for each unique express-consignment waybill number over the entire period in which the Customer uses the Service.

The following rules apply:

• repeated processing, retries, exports or reports for the same unique waybill number do not create another billable unit;
• a consignment for which the successfully formed customs payment amount is zero is billable in the same way as any other Billable Consignment;
• a consignment cancelled before the Service successfully forms a customs payment is not billable; and
• a consignment cancelled, reversed or otherwise discontinued after that event remains billable and the fee is not refundable.

The applicable pricing and invoicing currency are displayed during activation and preserved in the acceptance record. Pricing may consist of a unit price per Billable Consignment, an agreed monthly fixed rate, or both. Where only a unit price applies, the monthly fee is the total of Billable Consignment charges. Where only a monthly fixed rate applies, that fixed rate is charged for the month without a per-consignment fee. Where both apply, the monthly charge is the greater of the Billable Consignment total and the agreed monthly minimum; the two amounts are not added together. There is no connection or setup fee. No monthly fixed rate or minimum applies unless expressly displayed and preserved in the acceptance record.

6. Billing period and time zone

Each billing period is a calendar month. The beginning and end of the period are determined in the time zone applicable to the Customer's country and configured for that Customer by the Provider. That configured time zone will be shown in the Customer's billing settings or invoice. If a Customer's country has more than one time zone, the Provider will use the time zone associated with the Customer's registered address unless the Parties agree another appropriate local time zone in writing.

A Billable Consignment belongs to the period in which its own successful processing event occurred in the configured time zone. Its allocation does not depend on when an invoice or report is generated, downloaded or exported.

7. Invoices, currency and payment

After each billing period, the Provider's system will issue a PDF invoice containing or accompanied by a list of the Billable Consignments for that period. Fees are charged in arrears. The invoicing currency is assigned to the Customer, shown during onboarding and fixed in the acceptance record; the Customer cannot select or change it through the Service.

Each invoice is due within five working days after its invoice date. The invoice date (the issue day) is excluded from the calculation. Working days are calculated in the country recorded for the Customer and in the time zone configured for that Customer, and exclude Saturdays, Sundays and public holidays. For a Customer recorded in the United Kingdom, public holidays are the bank holidays of England and Wales; for a Customer recorded in Estonia, public holidays are the statutory public holidays of Estonia. The due date is stated on the invoice.

Payment must be made by bank card through the hosted payment page operated by Stripe, the Provider's payment-service provider. The Provider does not receive or store card numbers, card security codes or other full card details. The card is not stored on file, and the Provider does not make automatic or recurring charges. The Customer must initiate each invoice payment through the hosted page.

The Customer must pay in the invoiced currency without set-off or deduction except where required by law. The Customer must promptly notify the Provider at info@bylogic.io of a genuine invoice dispute, identify the disputed consignments or amount and explain the basis of the dispute. The Customer must pay all undisputed amounts on time while the Parties address the disputed amount in good faith. A dispute does not make an otherwise valid Billable Consignment refundable.

8. Taxes

At the time this version is published, the Provider is not registered as a person liable to VAT in Estonia. The Provider will therefore not state or charge VAT unless and until applicable law requires it to do so. The Provider's tax status and the legally required treatment of a supply may change.

Fees are exclusive of VAT, sales, use, withholding and similar transaction taxes that become applicable. If the Provider becomes legally required to charge a tax, it may add that tax to the invoice and will provide a legally compliant invoice. Where reverse-charge or similar rules apply, the Customer is responsible for accounting for the relevant tax and providing accurate registration and VAT identification information. Each Party remains responsible for its own tax reporting and liabilities. If the Customer is required by law to withhold an amount, it must provide the Provider with the relevant official evidence and cooperate in applying any available relief.

9. Late payment and suspension

All periods in this section are counted from the invoice date. The Provider may send a payment reminder on the fourteenth calendar day, a second reminder including a suspension warning on the twentieth calendar day, and from the thirty-first calendar day may suspend processing of new consignments, but only after manual confirmation by an authorised representative of the Provider. The Provider does not suspend the Service before that date for non-payment alone.

A payment suspension affects only new consignments. Any consignment whose processing began before suspension must be carried through to completion and, if it becomes a Billable Consignment, remains chargeable. Access may be restored after the overdue undisputed amount is paid.

The Provider retains the right to claim statutory late-payment interest and reasonable recovery costs where permitted by law, but interest will not be added automatically by the Service.

The Provider may immediately restrict or suspend affected functionality where reasonably necessary to prevent security harm, fraud, unlawful use, material platform risk or breach of a third-party platform's terms, or to comply with law. For another remediable breach, it will normally give notice and a reasonable opportunity to cure. Charges for Billable Consignments already processed remain payable during any suspension caused by the Customer.

10. Rate changes

The Provider may revise any fee or pricing structure applicable to the Service, including the fee per Billable Consignment, any fixed monthly fee, any monthly minimum, or any combination of these, by giving the Customer at least 30 calendar days’ prior written notice in accordance with Section 19.

The notice will state the revised pricing and its effective date. A revised unit fee will apply only to Billable Consignments processed on or after the effective date. A revised fixed monthly fee or monthly minimum will apply only from the beginning of the first full billing period starting on or after the effective date. No pricing change will apply retroactively or result in a mid-period increase or recalculation.

The Customer may cancel the Service before the revised pricing takes effect without any cancellation fee or early-termination charge. If the Customer continues to use the Service on or after the effective date, the Customer will be deemed to have accepted the revised pricing.

The Provider will retain the notice, its effective date and the applicable pricing in its billing records.

11. Cancellation and termination

There is no committed subscription term. The subscription continues month to month, and the Customer may cancel at any time. Cancellation takes effect at the end of the calendar billing period in which notice is received. The Customer remains responsible for all Billable Consignments processed through that effective date and for every other outstanding undisputed amount. No cancellation fee applies.

Either Party may terminate for a material breach not cured within 10 calendar days after written notice, or immediately for insolvency where permitted by law. The Provider may terminate immediately for fraud, illegal use or a serious security threat, or where the Customer falls within a category listed in section 3.

When termination or cancellation takes effect, access ends. The Customer has 30 calendar days to request a standard export of Customer Data. Working copies will then be deleted within 30 days and backups within 90 days, subject to legal retention requirements and normal backup cycles. Security, acceptance, billing and operational records may be retained for up to 12 months or longer where required to establish, exercise or defend legal claims or comply with law. Provisions intended by their nature to survive, including payment, intellectual property, confidentiality, indemnity, disclaimers, liability limits, dispute resolution and data-retention obligations, survive.

12. Customer Data, privacy and data processing

The Customer retains its rights in Customer Data and grants the Provider the limited rights necessary to host, copy, transmit and otherwise process it to provide, support, secure and improve the Service. The Provider does not sell Customer Data or use it for advertising. It may use aggregated and irreversibly anonymised information for analytics, security and product improvement. Customer personal data will not be used to train publicly available AI models.

Express-consignment data may include personal data about recipients, senders and other individuals. Whenever the Provider processes that personal data on the Customer's behalf, the Tax and Duty Payment Data Processing Addendum (DPA) is mandatory and forms part of the agreement. The Customer is normally the controller and the Provider the processor, or the Provider is the Customer's subprocessor where the Customer acts as a processor.

The public Privacy Policy describes the Provider's current processing for its website and Telegram bot; it does not by itself govern Customer Data processed through the Service. Service processing is governed by these Terms and the DPA. Each Party acts as an independent controller for business-contact, onboarding, acceptance-record, billing, fraud-prevention and legal-compliance data that it determines for itself.

13. Third-party platforms

The Service may connect to customs systems, carriers, cloud platforms, payment providers and other third-party services. Except for Stripe's hosted card-payment function described in section 7, the Customer normally contracts with and pays a third-party provider directly. The Customer authorises the Provider to use Customer-supplied API credentials only as necessary to provide an agreed integration.

The Customer is responsible for selecting and maintaining its third-party accounts, complying with their terms and ensuring that it has all permissions necessary for each integration. The Provider will use reasonable safeguards for credentials while under its control and will return, disable or delete them when access is no longer needed. The Provider is not responsible for a third-party service's availability, security incident, price, feature, policy or discontinuation, except to the extent that loss is directly caused by the Provider's breach of these Terms.

14. Intellectual property

Each Party retains its pre-existing materials, technology, data, methods and intellectual property. The Provider retains all rights in the Service, software, platforms, templates, libraries, connectors, Documentation, know-how, generic methods and reusable components, including improvements made while providing the Service (Provider Materials). No ownership is assigned to the Customer.

The Provider may use general skills, experience and ideas retained in unaided memory and may reuse non-customer-specific components, but may not disclose the Customer's confidential information, personal data or unique business logic. Feedback may be used without restriction or payment, provided it does not identify the Customer without consent.

If a third-party claim alleges that the unmodified Service infringes intellectual-property rights, the Provider may obtain continued rights, modify or replace the affected element, or terminate it. These measures are the Customer's exclusive remedy for such a claim. They do not apply to Customer Data, Customer instructions, modifications, unauthorised combinations or use outside the Documentation.

15. Confidentiality

Each recipient must protect the other Party's non-public business, technical and commercial information with at least reasonable care, use it only for the agreement and disclose it only to personnel, subcontractors and advisers who need it and are bound by confidentiality. These duties continue for five years after termination. Trade secrets, source code, credentials, API keys and security information remain protected for as long as they remain confidential.

Confidential information excludes information that is public without breach, already lawfully known, independently developed without use of the information, or lawfully received from a third party. A recipient may disclose information where legally required but, where permitted, must give prompt notice and reasonable assistance to limit disclosure.

16. Warranties and disclaimers

Each Party warrants that it has authority to enter into the agreement. The Provider warrants that it will provide the Service with reasonable skill and care. The Customer must notify the Provider promptly of a claimed breach and allow a reasonable opportunity to cure it. The Provider's first obligation for defective performance is to cure or reperform the affected Service; if cure is not reasonably possible, the Customer's exclusive monetary remedy is a refund of the fees paid for the directly affected Service.

To the maximum extent permitted by law, all other warranties, conditions and representations are excluded. The Service is not guaranteed to be error-free, uninterrupted, suitable for every purpose, or compliant with requirements that the Customer has not disclosed and the Provider has not expressly accepted in writing. The Customer remains responsible for business and customs decisions, statutory compliance, the accuracy of its data, appropriate backups and verification of outputs before operational use.

17. Limitation of liability

To the maximum extent permitted by law, neither the Provider nor its suppliers is liable for indirect, incidental, special, punitive or consequential loss; loss of profit, revenue, savings, opportunity, goodwill or reputation; or loss or corruption of data that the Customer was responsible for backing up.

The Provider's total aggregate liability arising from or related to an event or series of connected events will not exceed the fees actually paid by the Customer for the Service during the six months before the first event giving rise to liability. The cap applies to confidentiality, data-protection and intellectual-property claims to the fullest extent permitted by law. The limitations apply regardless of legal theory and even if a remedy fails of its essential purpose.

Nothing in these Terms limits the Customer's payment obligations or indemnity, or either Party's liability to the extent it cannot lawfully be limited. Each Party must take reasonable steps to mitigate loss and notify a claim within 12 months after it became aware, or should reasonably have become aware, of the relevant event.

18. Changes to the Terms and versioning

The Provider may update these Terms, the DPA or the Privacy Policy on at least 30 days' written notice. Each published document will identify its version. The Provider's notice will identify the new version and its effective date and provide or link to the changed document. A materially adverse change will normally take effect from the next calendar billing period after the notice period. A change required by law, security needs or a third-party platform may apply earlier where reasonably necessary.

The Customer may cancel the Service before a change takes effect. Continued use on or after the effective date constitutes acceptance where the Customer had a reasonable opportunity to review the change. The Provider will retain the applicable document versions with the Customer's original acceptance record and subsequent change records.

19. Notices

Legal notices must be in writing and sent by email to the Provider at info@bylogic.io and to the Customer at the acceptance-record email or another notice address notified in writing. Operational support messages are not legal notices. Email is treated as received on the next business day after sending unless the sender receives a delivery-failure notice.

20. General

The Provider may subcontract performance and remains responsible for its contractual obligations. It may assign the agreement to an affiliate or in connection with a merger, reorganisation or sale of the relevant business, product or assets. The Customer may not assign or transfer the agreement or Service access without the Provider's written consent.

Neither Party is liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations. The affected Party must notify the other Party and use reasonable efforts to reduce the impact.

The Parties are independent contractors. The agreement creates no employment, partnership, agency, exclusivity or fiduciary duty. Failure to enforce a right is not a waiver. If a provision is invalid or unenforceable, it will be adjusted to the minimum extent necessary and the remainder will continue. These Terms, the acceptance record, the DPA and the referenced Privacy Policy constitute the entire agreement concerning the Service and replace prior discussions about it.

21. Governing law and disputes

The agreement is governed by Estonian law. The Parties will first attempt in good faith to resolve a dispute for 30 calendar days after written notice. The courts of Harju County, Estonia have exclusive jurisdiction, except that the Provider may seek urgent protective relief or recover an undisputed debt in any competent court. The controlling language is English.

Deliberate differences from the signed Master Services Agreement

These self-service Terms deliberately differ from the Provider's signed Master Services Agreement as follows:

1. There is no Order Form or Statement of Work. Customer identity, authority, document versions, rate, fixed currency and any monthly minimum are established by the onboarding acceptance record.
2. There is no 12-month committed term or automatic renewal. Access is month to month, the Customer may cancel at any time, and cancellation takes effect at the end of the current calendar billing period.
3. Invoices are due within five working days after the invoice date, rather than five calendar days, and non-payment does not lead to suspension before the thirty-first calendar day.
4. Payment is made only by card through Stripe's hosted payment page. No bank-payment details are offered, no card is stored on file and there are no automatic charges.
5. Pricing is established by the activation record rather than an Order Form: it may be a unit price per Billable Consignment, an agreed monthly fixed rate, or both. When both apply, the monthly rate is a minimum floor rather than an additional fee.

Acceptance

By checking the acceptance box on the activation page, the person accepting confirms that they are authorised to bind the Customer and accepts these Subscription Terms, the Privacy Policy and the Data Processing Addendum on its behalf. The applicable pricing and currency are those displayed on the activation page and preserved in the acceptance record. Pricing may be a unit price per Billable Consignment, a monthly fixed rate, or both, as disclosed for that Customer.

Related documents

• Subscription Terms
• Privacy Policy
• Data Processing Addendum