Last updated: 27 April 2018. By registering for access to the Services and your continued use of the Services, you confirm you accept these Terms of Service and agree to be bound by them. These Terms of Service were last updated in April 2018. We may change these Terms of Service and will use reasonable endeavours to notify you of these changes. Your continued use of the Services following any changes indicate your acceptance of the changes.
1.1 To access the Services, you must set up an account. You agree and acknowledge that:
1.2 You are responsible for maintaining the confidentially of your account and password and for all activity
on or through your account (including unauthorised access by third parties) and you must not sell, transfer, license or
assign your account, username, or any account rights.
1.3 You must notify Simplifi immediately of any unauthorised use of your account. Simplifi are not liable for any loss or damage
arising in connection with any unauthorised use of your account.
2.1 If you are first time user of the Services, Simplifi may provide you with access to the Services for a Trial Period;
2.2 During the Trial Period:
2.3 At the end of the Trial Period:
3.1 Simplifi grants you a non-exclusive, non-transferable, limited licence to access and use the Services in accordance with your
Subscription, including any new releases and updates of Services Simplifi may make available from time to time.
3.2 Simplifi may upgrade or update the Services at any time in its sole discretion
3.3 You acknowledge and agree that the Services do not constitute advice and you should seek legal, accounting or other relevant independent
professional advice before taking any action in reliance on the Services.
3.4 You are solely responsible for:
3.5 You must not:
4.1 Simplifi may update and carry out scheduled maintenance of the Services, so Simplifi may have to suspend access to, or
functionality on, the Services from time to time. Simplifi will notify you of any scheduled maintenance that may interrupt the Services.
4.2 If You need technical help, please check the support provided online by Simplifi on the Website or failing that email us at support@simplifi-hq.com
4.3 If you initiate a support request, you grant Simplifi direct access to your account to provide you with such support.
5.1 In consideration of Simplifi’s provision of the Service, you agree to pay Simplifi the fees as set out on the Website for the
Subscription you have selected, plus any applicable taxes. Simplifi may change the Fees payable on notice to you.
5.2 Your Subscription will automatically renew, unless you give Simplifi notice prior to the end of the current term.
5.3 Where the service is terminated partway through a calendar month, the full monthly fee for that month will remain payable.
5.4 Simplifi will invoice you in advance for the provision of the Service. You will not be entitled to a refund of any Fees you have paid in advance.
5.5 You must nominate to have the Fees debited from your nominated bank account or paid by Debit/Credit card, and you authorise Simplifi to charge the
ees to your nominated account/card each month.
5.6 If you fail to pay an invoice by the due date (as a result of a dishonoured payment on your nominated credit or debit card, bank account
or otherwise), Simplifi may charge interest on overdue amounts at the rate of 1.5% per month, or the maximum amount permitted by law (whichever is greater)
with interest accruing daily, and/or suspend your account and access to the Services until all overdue amounts are paid.
6.1 The Services may contain features that interface with Third Party Products. If Third Party Products form part of your Subscription or Services, the following will apply:
6.2 You acknowledge and agree Simplifi will make Your Data available to the providers of the Third Party Products subject to the terms of the Simplifi privacy policy.
7.1 All copyright, database rights, trade marks and other intellectual property rights in The Service (including any such rights
in our website) are either owned by or licensed to Simplifi and nothing in these Terms of Service shall transfer any ownership rights to you.
7.2 You grant Simplifi a non-exclusive licence to use Your Data for the purpose of performing Simplifi’s obligations under these Terms of Service.
8.1 Each party must comply with applicable privacy law in connection with the collection, use, handling, disclosure, quality, security of
and access to personal information that the party holds. Simplifi’s applicable Privacy Policies are at https://www.simplifi-hq.com/privacy-policy and you
will be taken to have accepted that Privacy Policy by accepting these Terms of Service.
8.2 Both parties must keep all Confidential Information confidential and use such information for the sole purpose of performing the obligations under these Terms of Service.
8.3 Neither party may use or disclose the Confidential Information except:
9.1 Subject to clause (c) and to the fullest extent permitted by law:
9.2 To the fullest extent permitted by law, where a mandatory term or statutory right cannot be waived, Simplifi’s liability is limited, at Simplifi’s option, to:
9.3 If the breach relates to services:
10.1 Simplifi will use reasonable precautions to prevent unauthorised disclosure of Your Data, but Simplifi shall not be responsible for any breach
of its systems by any unauthorised third party unless such breach arises as a result of Simplifi’s gross negligence.
10.2 Simplifi does not represent or warrant that the Services are entirely secure, uninterrupted or error-free. You acknowledge that the public internet is an
inherently insecure environment and rife with state sponsored hackers. While we suspect small business accounting is a low value target for hackers the risk remains. Having
said that we’re cautious with security and aim to deliver a service in line with currently accepted security norms.
11.1 You may terminate the Services at any time by electronic notice via the Website.
11.2 Simplifi may terminate these Terms of Service on notice to you if you:
11.3 Upon the expiry or termination of these Terms of Service for any reason:
12.1 If a Force Majeure Event occurs, the affected party must notify the other party and the obligations of the party will be suspended to the
extent that they are affected by the relevant Force Majeure Event until that Force Majeure Event has ceased.
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2.2 If a Force Majeure Event continues for more than 60 days, either party may terminate these Terms of Service.
13.1 All notices and consents relating to these Terms of Service must be in writing. A notice is deemed to have been received:
13.2 If Simplifi needs to provide you with notice, consent or other communication under these Terms of Service, Simplifi will do so by sending a message to you via your account, sending an email and/or text message to the email address and/or mobile phone number specified on your account, posting a notice on Simplifi’s Website or through push notifications.
14.1 Nothing in these Terms of Service will be taken as giving rise to a relationship of employment, agency, partnership or joint venture.
14.2 Simplifi may sub-contract the performance of any part of the Services to any third party or assign these Terms of Service or any of Simplifi’s rights or obligations
under these Terms of Service.
14.3 These Terms of Service contains the entire understanding between the parties concerning the subject matter of the agreement and supersedes all prior communications.
14.4 The failure of either party to enforce any provisions under these Terms of Service will not waive the right of such party thereafter to enforce any such provisions.
14.5 If any term or provision of these Terms of Service is held by a court to be illegal, invalid or unenforceable under the applicable law, that term or provision
will be severed from these Terms of Service and the remaining terms and conditions will be unaffected.
14.6 These Terms of Service is governed by, and construed in accordance with the laws of New Zealand. The parties agree to submit to the non-exclusive jurisdiction
of the courts of New Zealand.
14.7 Neither party may assign, transfer or otherwise deal with these Terms of Service or any right under these Terms of Service without the prior written consent of the
other party, which must not be unreasonably withheld.
14.9 Any warranty, indemnity, or obligation of confidentiality in these Terms of Service will survive termination. Any
other term which by its nature is intended to survive termination of these Terms of Service survives termination of these Terms of Service.
15.1 In these Terms of Service:
Confidential Information means confidential, proprietary and commercially-sensitive information (irrespective of the form or the manner in which the information is
disclosed, or the time of such disclosure) including information which:
Consequential Loss means any loss that does not arise naturally in the ordinary course of things from the event or circumstance giving rise to the Loss. Force Majeure Event means any act, event or cause including earthquakes, cyclones, floods, fires, lightening, storms or other acts of God, strikes or industrial disputes, riots, terrorist acts, civil disturbances, breakages of machinery or industrial conditions or arising out of any other unexpected and exceptional cause, delays in transportation and dispositions or orders of governmental authority, which:
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks,
designs, patents, circuit layouts, plant varieties, business and domain names, confidential information, trade secrets, inventions and other results of
intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registered, registrable or patentable.
Pre-Existing Materials mean any of materials existing at the date of these Terms of Service, including all trademarks, designs, design specifications,
software, hardware or other documentation and materials used in Simplifi’s business or operations, including software, source code, scripts, materials,
reports, diagrams, code, processes, methods, specifications and other works.
Simplifi means Simplifi-HQ Limited, a limited company registered in New Zealand, NZBN 9429046042019;
Services means the online accounting software available on the Website.
Subscription means the subscription type selected by you on the Website.
Third Party Products means any third party products and/or services, including band data feeds.
Your Data means the data, content, software, documents, files, information and materials you store, develop, host or publish on Simplifi’s infrastructure using the Services.
Website means Simplifi’s website www.simplifi-hq.com
15.2 In these Terms of Service: