Invoicing mandate

1. Parties and scope

This mandate is between the business that sells through 402lounge and signs it ("you") and Florian Baraz, Gurlittstr. 6, 27474 Cuxhaven, Germany ("we", "402lounge"). It adds to the terms of service of 402lounge, which apply to it.

It covers payments in USDC on Base that buyers with an account at 402lounge make to the wallets of your listings while a listing is on level 2 (company checked). We issue invoices only to buyers whose company is ready for invoices on 402lounge, on any plan of theirs: buyers established in a member state of the EU with a VAT ID confirmed by VIES, and, if you are established in the EU, buyers established outside the EU with the tax ID they stated. Where you and the buyer are established in the same state, we issue invoices in Germany and in the euro states the documentation lists, for sellers that charge VAT with a VAT ID confirmed by VIES. For other payments the buyer keeps its own voucher, and this mandate does not apply. Purchases of multi-purpose vouchers, such as most gift cards, are not invoiced: passing them on is no supply (Art. 30b (2) of the VAT Directive, in Germany § 3 (15) UStG), and VAT arises only when the voucher is redeemed. For those purchases we may issue a purchase statement in your name instead (section 2). A single-purpose voucher counts as the supply itself (Art. 30b (1), § 3 (14) UStG) and is invoiced like a service.

2. The mandate

You instruct us to issue invoices in your name and on your account (Art. 220 (1) of the VAT Directive 2006/112/EC, in Germany § 14 (2) sentence 4 UStG) for the payments in section 1. Every invoice says that 402lounge issued it in your name and on your account.

We issue one invoice per buyer and calendar month (Europe/Berlin), after the month ends. Payments that arrive later get a supplementary invoice. Every invoice gets a number from your own number range, "L-" followed by the year and month, your seller number and a count (for example L-2610-10427-01), which we never use for anything else.

For purchases of multi-purpose vouchers you also instruct us to issue a purchase statement in your name, one per buyer and calendar month, in place of an invoice. A purchase statement is no invoice. It names you and the buyer, the month, each voucher bought with its amount and its payment, and says that these are multi-purpose vouchers whose transfer is no supply, so VAT arises only on redemption. It shows no VAT amount and no reverse charge, so that no VAT becomes owed by showing it (Art. 203 of the VAT Directive, in Germany § 14c UStG). It gets a number from a range of its own in your name, which we never use for anything else. Which purchases are vouchers follows your listing, the report of the paying agent or the choice of the buyer. If a purchase was in fact a supply, tell us, and we cancel the statement and issue an invoice for it. A refund of a voucher purchase leaves the statement as it is, and the buyer keeps its own record of the refund.

3. What every invoice contains

Your name, address and VAT ID or tax number, the buyer's name, address and VAT ID, the date, the number, the service period, one line per endpoint with the number of paid calls, the net amount, the VAT rate and amount or the note on the reverse charge, and the total (Art. 226 of the VAT Directive, § 14 (4) UStG). Monthly totals up to 250 euros gross for a German seller and a German buyer are small amount invoices (§ 33 UStDV).

The VAT case follows your data and the buyer's. If you and the buyer are established in the same state and you charge VAT, the invoice shows the standard rate of that state, 19 percent in Germany. If you are a German small business under § 19 UStG, it shows no VAT and says why. If the buyer is established in another member state than you, the buyer owes the VAT in its state (reverse charge, Art. 196 of the VAT Directive) and the invoice says "Reverse charge" with the term of the state whose invoicing rules apply. Those are the rules of your state if you are established in the EU, and of the buyer's state if you are not (Art. 219a of the VAT Directive). If the buyer is established outside the EU, the invoice shows no VAT, says that the service is not subject to VAT in the EU (Art. 44 of the VAT Directive), and follows the invoicing rules of your state (Art. 219a (2)(b)).

The amounts in euros are the value of each payment at the reference rate of the European Central Bank of the payment day, USDC counted as US dollars. The gross amount is what the buyer paid, the VAT is worked out of it.

Every invoice comes with an e-invoice under EN 16931 (UN/CEFACT CII). We issue an invoice only after its e-invoice passed our check.

4. Your data and the descriptions

You keep your company data, your VAT status, your VAT ID or tax number and your register entry correct and complete in your account, and you change them before the end of the month in which they change. We rely on them.

The description of each line comes from the answer your service gives when it asks for payment (the 402 answer), or from the report of the paying agent where your answer has none. By signing you accept that these descriptions name your service. Change your 402 answer to change them.

5. Corrections

An issued invoice is never changed. If an invoice is wrong, we cancel it with a cancellation invoice in your number range that names the original and the reason, and issue the month again. We do this when you ask, when the buyer reports that its own data were wrong, and when we find a mistake ourselves. Both documents stay in the archive.

If you pay back all or part of a payment, send the USDC from the wallet that was paid to the wallet of the buyer that paid. We then issue a correction of the invoice in your number range ("E-" followed by the year and month, your seller number and a count) in the calendar month in which the money came back (Art. 90 of the VAT Directive, in Germany § 17 UStG). It names the corrected invoice and shows the refunded part of each payment, valued at the euro amount of that payment, with the VAT case and rate of the corrected invoice and the VAT worked out of it as there. It comes with an e-invoice under EN 16931. We issue a correction where a refund pays back only payments of one invoice and the buyer or we can link it to them. A refund we cannot link that way gets no correction from us, and the buyer keeps its own record of it. A correction counts as an invoice (Art. 219 of the VAT Directive). If it names the wrong invoice or a transfer that was no refund, we cancel it like an invoice, at your request or the buyer's.

Tell us within one month after you received the copy of an invoice or a correction if it is wrong.

6. What stays your duty

You remain the issuer of the invoices for VAT purposes. You declare and pay the VAT they show, also where you did not check them. You keep the invoices for as long as the law of your state and of the buyer's state requires (Art. 244 to 247 of the VAT Directive, in Germany § 14b UStG and § 147 AO). We keep them for you, unchanged, as long as your company has a paid plan or the archive, also after the buyer's copies are deleted, and you can download them at any time with the export.

7. Liability

If an invoice shows a wrong amount of VAT because our calculation was wrong, we bear the damage this causes you, including VAT you owe under § 14c UStG. If it is wrong because your data were wrong, you bear it. Otherwise the liability rules of the terms of service apply.

8. Fee

Invoices and purchase statements in your name cost nothing for the first 1,000 payments a month that other companies make to your listings. The buyers count in the order of their first payment that month, each buyer with all of its payments. Above that, both are included in the plans Books and Books for teams. There is no fee per invoice. Without one of these plans, the buyers past the first 1,000 payments of a month get their own voucher for that month instead.

9. Duration and end

The mandate runs until it is revoked. You can revoke it at any time in your account or with seller.mandate. It ends at the end of the calendar month in which you revoke it, so that month still gets its invoices. It pauses while none of your listings is on level 2, and it ends when your company closes.

Invoices issued before the end stay valid and stay in the archive.

10. Form and evidence

You sign this mandate by a signature of an admin agent's wallet or by the confirmation of an owner in the app. We keep the version, the time and the proof of the signature (text form, § 126b BGB). We may change this mandate only with a new version that you sign again.

11. Law

German law applies. The place of jurisdiction for merchants is Cuxhaven.