Tax Policy and Invoicing

1. Scope and relationship with other documents

This Tax Policy and Invoicing (the "Tax Policy") forms part of the Terms of Service available at everxcloud.ai/legal/terms. It applies to every purchase of the Services, including Instances, Spot Orders, Reservations and Hour Packs, by Individual Customers and Business Customers in all countries.

Capitalised terms not defined in this Tax Policy have the meaning given in the Terms of Service. If this Tax Policy conflicts with the Terms of Service on a tax or invoicing matter, this Tax Policy prevails. The Additional Terms for Consumers prevail over this Tax Policy where they grant an Individual Customer more favourable rights.

The seller of every Service is EverXCloud Inc., a Delaware corporation, with its registered office at 8 The Green, Suite #19720, Dover, DE 19901, United States. EverXCloud sells every rental in its own name and is the merchant of record for every Order, including where the underlying hardware is operated by a Provider. Providers do not invoice Customers and do not charge Customers any tax.

2. General principles

All prices displayed on the website and in the Portal, in US dollars, euros or pounds sterling, exclude taxes unless expressly stated otherwise. Taxes are added to the price where applicable.

The taxes applicable to a purchase depend on (a) the country, and where relevant the state, province or region, in which the Customer is located, and (b) the Customer's status as an Individual Customer or a Business Customer. Where a tax applies, it is calculated at the rate in force in the place of taxation, under the rules of that place.

EverXCloud charges a tax only where it is registered for that tax or is otherwise required by law to collect it. Where EverXCloud is not required to collect a tax, the Customer remains responsible for any tax that the law of its place of residence or establishment requires it to self-assess or pay.

The tax treatment that applies to a purchase, including any tax rate, is shown in the Portal, together with the total price including applicable taxes, before the Customer confirms payment of the Order. It is determined on the date the Order is confirmed and remains fixed for that Order.

3. When tax is charged

Every account is prepaid. Adding funds to the Prepaid Balance (a top-up) is a prepayment, not a purchase of Services. No tax is charged on a top-up. Each top-up gives rise to a receipt that states the amount received and that no tax was charged at top-up.

Tax is charged when the Prepaid Balance is used to pay for Services, as follows:

• Instances, including Instances obtained through a Spot Order: tax is calculated on the amount of each usage charge and debited from the Prepaid Balance together with that charge, as usage is metered;
• Reservations: tax is calculated on the Reservation charge, and on any cancellation fee, and debited together with it; usage delivered under a Reservation is taxed as described for Instances to the extent it is charged separately;
• Hour Packs: tax is calculated on the purchase price of the Hour Pack and debited at the time of purchase; hours later consumed from the Hour Pack are not taxed again;
• any other chargeable Service: tax is calculated on each charge and debited with it.

Before confirming an Order, the Customer must have sufficient Prepaid Balance to cover the price of the Order and the applicable tax. Funds held to secure an Order include the estimated tax.

Promotional Credits reduce the price of the Services to which they are applied. Where the law of the place of taxation so requires, tax is calculated on the price before the Promotional Credits are applied.

4. Determining the Customer's location and status

When the Customer completes its billing profile, it must state its legal name, billing address, country and, where applicable, state or region, its status as an Individual Customer or a Business Customer, and, for a Business Customer, any tax identification number. A billing profile must be completed before the first top-up or Order.

The country of the billing address determines the place of taxation. To meet the evidence requirements of the countries where EverXCloud collects tax, EverXCloud also records, at the time the billing profile is saved or a payment is received, other information indicating the Customer's location, such as the country associated with the Customer's IP address and the country of issue of the payment card used.

Where these items of evidence conflict, EverXCloud may ask the Customer for additional information, suspend the placing of new Orders until the conflict is resolved, and apply the tax treatment of the location that the evidence, taken as a whole, supports, as permitted or required by the applicable law.

A Customer may be treated as a Business Customer for tax purposes only if it acquires the Services for the purposes of a business and provides the tax identification number required by the law of its country. Where a valid tax identification number is not provided or cannot be verified, EverXCloud applies the treatment applicable to Individual Customers in that country.

5. Verification of tax identification numbers

EverXCloud verifies the VAT identification numbers of Business Customers located in the European Union through the European Commission's VIES system, and the VAT registration numbers of Business Customers located in the United Kingdom through the service made available by HM Revenue & Customs, or, where an automated check is not available, by manual review. Numbers are re-verified periodically.

A verification applies to the combination of the tax identification number, the billing country and the Customer status that was checked. A change to any of these elements cancels the verification until the new combination has been verified.

The reverse-charge treatment described in this Tax Policy applies to Orders confirmed after the Customer's tax identification number has been verified. Orders confirmed before verification keep the tax treatment shown at confirmation, unless the applicable law requires an adjustment.

6. Customers in the United States

Sales and use tax treatment of cloud computing, remote access to computing capacity and data storage varies from state to state, and in some cases between localities. Some states and localities tax these services, others do not, and some tax them only in part or only when acquired for business use.

EverXCloud collects state and local sales tax, or similar transaction taxes, on Services sourced to a state or locality in which EverXCloud is registered or is otherwise required by law to collect, at the rate applicable to the Customer's billing address or other location used for sourcing under that state's rules. United States Customers must therefore provide a complete billing address, including the state.

Where EverXCloud does not collect sales tax on a purchase, the Customer may owe use tax or a similar tax to its state or locality, and is responsible for self-assessing and paying it where required.

A Customer that is entitled to an exemption, including a purchase for resale or a purchase by an exempt organisation or government entity, must provide a valid and complete exemption or resale certificate, or equivalent document, acceptable under the law of the relevant state, before the Order is confirmed. Exemptions apply from the date EverXCloud accepts the certificate and are not applied retroactively unless the law requires it. The Customer must notify EverXCloud promptly if the certificate expires, is revoked or ceases to apply.

7. Customers in the European Union

The Services are electronically supplied services. For Customers located in a Member State of the European Union, the place of taxation is the Member State in which the Customer is established, has its permanent address or usually resides.

Individual Customers: where EverXCloud is required to charge value added tax (VAT), the VAT of the Customer's Member State is charged at the rate applicable in that Member State and is accounted for by EverXCloud under the non-Union One-Stop Shop scheme, or under any other scheme available to it. Business Customers that do not provide a valid VAT identification number are treated in the same way.

Business Customers: where the Customer provides a VAT identification number that is valid in VIES, EverXCloud does not charge VAT. The Customer accounts for VAT in its Member State under the reverse-charge mechanism (Article 196 of Council Directive 2006/112/EC). The invoice bears the mention "Reverse charge" and the Customer's VAT identification number.

The same principles apply, with any necessary adaptations, to Customers located in Iceland, Liechtenstein and Norway, which are addressed in Section 9.

8. Customers in the United Kingdom

Individual Customers: where EverXCloud is required to charge UK VAT, it charges UK VAT at the standard rate, currently 20 percent, on the Services supplied to Individual Customers located in the United Kingdom. Business Customers that do not provide a valid UK VAT registration number are treated in the same way.

Business Customers: where the Customer provides a valid UK VAT registration number, EverXCloud does not charge UK VAT. The Customer accounts for UK VAT under the reverse-charge mechanism. The invoice bears the mention "Reverse charge: the customer accounts for UK VAT" and the Customer's VAT registration number.

9. Customers in other countries

Many countries and territories levy value added tax, goods and services tax or a similar consumption tax on digital or electronically supplied services provided by non-resident suppliers, including Switzerland, Liechtenstein, Norway, Iceland, Canada (including GST/HST and Quebec QST), Australia, New Zealand, Japan, Singapore, South Korea, India, Saudi Arabia, the United Arab Emirates, Turkey and others.

For Customers located in these countries and in any other country outside the United States, the European Union and the United Kingdom:

• Individual Customers: EverXCloud charges the applicable tax at the local rate where it is registered for that tax in the Customer's country or is otherwise required by law to collect it. Where EverXCloud is not so registered or required, no such tax is charged and the invoice states that the supply is outside the scope of tax collected by EverXCloud;
• Business Customers: EverXCloud generally does not charge the local tax where the local law places the obligation to account for it on the business recipient, for example under a reverse-charge or self-assessment mechanism. The Business Customer is responsible for accounting for such tax. Where the local law requires EverXCloud to charge the tax to a Business Customer, EverXCloud does so.

EverXCloud may require a Customer in a given country to provide its local tax identification number, and may decline to accept Orders from Individual Customers in a country until it has completed any registration required to supply them.

10. Withholding taxes

All amounts payable by a Business Customer are payable in full, free of any deduction or withholding for or on account of tax. If the law requires a Business Customer to deduct or withhold any tax from a payment to EverXCloud, the Business Customer must pay the additional amount necessary for EverXCloud to receive, after the deduction or withholding, the amount it would have received had no deduction or withholding been required, and must provide EverXCloud with official evidence of the payment of the withheld tax to the competent authority.

Because every account is prepaid, a withholding that reduces the funds received for a top-up reduces the amount credited to the Prepaid Balance accordingly, unless the Customer pays the shortfall.

11. Invoices, receipts and credit notes

EverXCloud issues the following documents electronically, in English, and makes them available in the Portal:

• a receipt for each top-up of the Prepaid Balance, stating the amount received and that no tax was charged at top-up;
• an invoice for each Instance after it ends, for each Reservation after it is closed, and for each Hour Pack purchase, stating the Services supplied, the service period where relevant, the net amount, the tax rate and amount, or the reason no tax is charged, and the total;
• a refund receipt or a credit note for each refund of the Prepaid Balance or correction of an invoice.

Each invoice states the seller's legal name, EverXCloud Inc., a Delaware corporation, its registered address, 8 The Green, Suite #19720, Dover, DE 19901, United States, and, where EverXCloud is registered or the law so requires, the company and tax registration numbers relevant to the supply. It also states the Customer's name, billing address, country and, where provided, tax identification number, the invoice currency and, where the tax is reported in another currency, the tax amount converted at the applicable reference exchange rate.

Invoices are numbered in a continuous sequence and cannot be modified once issued. An invoice is corrected only by issuing a credit note and, where appropriate, a new invoice. Customers must review their invoices and report any error within 60 days of issue; this does not limit any longer period granted by mandatory law.

EverXCloud does not issue invoices to a name, address, country or tax identification number other than those recorded in the billing profile at the time the Order was confirmed. A change to the billing profile applies to Orders confirmed after the change.

12. Tax-exempt customers

A Customer that claims exemption from a tax that EverXCloud would otherwise charge must provide, before the Order is confirmed, the documentation required by the law of the relevant jurisdiction to support the exemption. EverXCloud reviews the documentation and may accept or refuse it. Where an exemption is accepted, invoices bear the mention "Tax-exempt customer".

If the exemption is later found not to apply, or the documentation is found to be invalid, the Customer must pay EverXCloud the tax that should have been charged, together with any interest and penalties assessed on EverXCloud as a result.

13. Customer obligations and indemnity

The Customer must:

• provide accurate and complete information about its identity, billing address, country, state or region, status as an Individual Customer or a Business Customer, and tax identification number;
• update that information in the Portal promptly, and in any event before placing a new Order, whenever it changes;
• not declare itself a Business Customer, or provide a tax identification number, where it acquires the Services for private purposes or is not entitled to use that number;
• provide, on request, any additional information or evidence reasonably required by EverXCloud to determine the correct tax treatment or to meet its legal obligations.

The Customer is responsible for any tax, interest, penalty or cost that results from inaccurate, incomplete or outdated information provided by the Customer. To the extent permitted by law, the Customer shall indemnify EverXCloud against any such tax, interest, penalty or cost, and EverXCloud may charge the corresponding amount to the Prepaid Balance or invoice it separately. This indemnity does not apply to Individual Customers to the extent prohibited by applicable consumer protection law.

14. Changes in tax rates and law

If a tax rate or tax rule changes, the new rate or rule applies to Orders confirmed on or after the date it takes effect, unless the applicable law requires it to apply to supplies already in progress, in which case EverXCloud may adjust the tax charged accordingly and will inform the Customer.

If a tax authority determines that tax was due on a supply on which EverXCloud did not charge it, or was charged at a lower amount than required, EverXCloud may charge the Customer the difference, except where the law of the Customer's country provides otherwise for Individual Customers.

EverXCloud may update this Tax Policy, including to reflect new tax registrations. The version in force and its effective date are published at everxcloud.ai/legal/taxes.

15. Refunds and tax

Where a charge for Services is refunded, credited or reduced in accordance with the Terms of Service, the Refund and Cancellation Policy or the Service Level Agreement, the corresponding tax is refunded, credited or reduced in the same proportion, where the applicable law permits the correction. A refund of unused Prepaid Balance does not involve any tax, because no tax was charged at top-up.

16. No tax advice

This Tax Policy describes how EverXCloud determines and charges taxes on its own supplies. It does not constitute tax advice to the Customer. The Customer is responsible for determining its own tax obligations, including any self-assessment, reverse-charge accounting or use tax obligation, and may wish to consult its own tax adviser.

17. Contact

Questions about this Tax Policy, requests for corrected documents, exemption certificates and tax identification number matters may be sent to [email protected], or by post to EverXCloud Inc., a Delaware corporation, 8 The Green, Suite #19720, Dover, DE 19901, United States.