Terms of Service

In these Terms:

• "Szord", "we", "us", "our" means Szord Accounting Limited, a New Zealand company.
• "Service" means the Szord Accounting software platform, including the web application, APIs, Help Centre, and any related services we provide.
• "Customer", "you", "your" means the individual or entity that has registered for or is using the Service.
• "Account" means the account you create to access and use the Service.
• "Organisation" means a business entity you set up within the Service to manage accounting data.
• "User" means any individual authorised by you to access the Service under your Account.
• "Content" means data, text, files, information and other materials you input into or generate using the Service.
• "Subscription" means your paid or trial access to the Service.
• "Fees" means the charges payable for your Subscription as set out on our Pricing page.

Creating an account

To use the Service you must register for an account. You agree to provide accurate, current and complete information during registration and to keep that information up to date. You must be at least 18 years old to create an account.

Account security

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You must notify us immediately at hello@szord.co.nz if you become aware of any unauthorised access to your account.

We will not be liable for any loss or damage arising from your failure to keep your credentials secure.

Account for a business

If you register on behalf of a business or organisation, you represent and warrant that you have the authority to bind that entity to these Terms. References to "you" in these Terms include that entity.

Inviting Users

You may invite other Users to access your Organisation. You are responsible for ensuring that any Users you invite comply with these Terms. You are liable for the actions of Users you authorise.

Provision of the Service

Subject to these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your internal business purposes during the Subscription term.

Service availability

We will use commercially reasonable efforts to make the Service available. However, we do not guarantee uninterrupted or error-free operation. We may suspend access to the Service for scheduled maintenance, security updates or circumstances beyond our control. Where reasonably practicable, we will provide advance notice of planned maintenance.

Changes to the Service

We may modify, add or remove features of the Service at any time. Where a change materially reduces functionality, we will endeavour to provide at least 30 days' notice. Your continued use of the Service after any change constitutes acceptance of the updated Service.

Third-party integrations

The Service may integrate with third-party services (e.g. Shopify, Vend, bank statement imports). We are not responsible for the availability, accuracy or content of those services, and your use of them is governed by their respective terms and conditions.

Subscription plans

The Service is offered on a subscription basis. Fees and plan details are set out on our Pricing page and may be updated from time to time. All prices are in New Zealand dollars (NZD) and, where applicable, are inclusive of GST.

Free trial

We may offer a free trial period. At the end of the trial, you must select a paid plan to continue using the Service. We reserve the right to modify or discontinue trial offers at any time.

Billing

Subscriptions are billed in advance on a monthly or annual basis depending on the plan you select. By providing payment details, you authorise us (or our payment processor) to charge your payment method for the applicable Fees on each billing date.

Upgrades and downgrades

You may change your plan at any time. Upgrades take effect immediately and are charged on a pro-rata basis. Downgrades take effect at the start of your next billing period.

Failed payments

If a payment fails, we will notify you and attempt to retry the charge. If payment is not received within 14 days of the due date, we may suspend access to your account until the outstanding amount is paid.

Refunds

Subscription Fees are generally non-refundable except where required by law (including the Consumer Guarantees Act 1993 where it applies). If you cancel your subscription, you will retain access until the end of your current billing period.

Price changes

We may change our Fees on 30 days' written notice. Your continued use of the Service after the notice period constitutes acceptance of the new Fees.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You must not:

• Use the Service to engage in any unlawful activity, including fraud, money laundering or tax evasion
• Input data that is false, misleading or that you do not have the right to use
• Attempt to gain unauthorised access to any part of the Service or its infrastructure
• Reverse engineer, decompile or disassemble any part of the Service
• Use the Service to store or transmit malicious code, viruses or harmful data
• Resell, sublicense or make the Service available to third parties without our prior written consent
• Use automated tools (bots, scrapers) to access the Service in a manner that places excessive load on our infrastructure
• Remove or alter any proprietary notices, labels or marks on the Service
• Use the Service in any way that violates applicable New Zealand or international laws or regulations

We reserve the right to suspend or terminate your account if we reasonably believe you have breached this section.

Ownership

You retain all ownership and intellectual property rights in the Content you input into the Service. We claim no ownership over your accounting data, customer information or other Content.

Licence to us

By using the Service, you grant us a limited, non-exclusive licence to host, store, process and display your Content solely to the extent necessary to provide the Service to you and as described in our Privacy Policy.

Your responsibility for Content

You are solely responsible for the accuracy, legality and completeness of the Content you enter into the Service. We are not responsible for errors, omissions or inaccuracies in your financial records or any reports generated from them. You should not rely solely on the Service as a substitute for professional accounting or legal advice.

Data export

You may export your Content at any time while your account is active. We will provide your data in a common format (e.g. CSV) upon reasonable request. Following account termination, data export will be available for 30 days, after which we may delete your Content subject to any legal retention obligations.

Aggregated data

We may collect and use aggregated, de-identified data derived from your use of the Service (e.g. usage statistics, performance metrics) for product improvement and analytics. This data will not identify you or your business.

Szord Accounting Limited owns all intellectual property rights in the Service, including the software, design, logos, trademarks, documentation and any improvements or derivatives thereof. Nothing in these Terms transfers any intellectual property rights to you.

The name "Szord" and associated logos are trademarks of Szord Accounting Limited. You must not use our trademarks without our prior written consent.

If you provide feedback, suggestions or ideas about the Service, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback in any way we choose, without obligation to you.

Each party agrees to keep the other's confidential information secret and not to use it for any purpose other than performing obligations or exercising rights under these Terms.

"Confidential information" means any non-public information disclosed by one party to the other that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

This obligation does not apply to information that is or becomes publicly known through no fault of the receiving party, or that is required to be disclosed by law or court order (in which case the disclosing party will give reasonable advance notice where permitted).

Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service you agree to our Privacy Policy.

Our warranties

We warrant that:

• We have the right to grant you the licence set out in these Terms
• We will provide the Service with reasonable care and skill
• We will implement reasonable security measures to protect your data as described in our Privacy Policy

Disclaimer

To the maximum extent permitted by law, the Service is provided "as is" and "as available". We expressly disclaim all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement.

We do not warrant that:

• The Service will be uninterrupted, error-free or completely secure
• Any reports, calculations or figures produced by the Service are accurate or suitable for reliance for tax, legal or financial compliance purposes
• The Service will meet all your particular requirements

Consumer Guarantees Act

If you are acquiring the Service for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply to the extent permitted by section 43 of that Act. If you are a consumer, nothing in these Terms limits rights you have under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 that cannot be excluded by contract.

Tax and financial advice

The Service is accounting software, not a licensed tax agent or financial advisor. Reports and calculations generated by the Service should be reviewed by a qualified accountant or tax advisor before being relied upon for compliance or decision-making purposes. We are not responsible for penalties, interest or losses arising from reliance on the Service's output.

Exclusion of consequential loss

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential or punitive loss or damage, including loss of profits, loss of revenue, loss of data, loss of business or loss of goodwill, even if advised of the possibility of such loss.

Cap on liability

Our total aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise, is limited to the total Fees paid by you to us in the 12 months immediately preceding the event giving rise to the claim, or NZD $500 (whichever is greater).

Exceptions

Nothing in these Terms limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be excluded or limited by New Zealand law

You agree to indemnify, defend and hold harmless Szord Accounting Limited and its officers, directors, employees and contractors from and against any claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees) arising out of or relating to:

• Your breach of these Terms
• Your Content (including any claim that your Content infringes the rights of a third party)
• Your use of the Service in violation of applicable law
• Any activity by a User you have authorised

Termination by you

You may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period. No refund is provided for unused portions of the current period except as required by law.

Termination by us

We may suspend or terminate your account immediately if:

• You materially breach these Terms and fail to remedy the breach within 14 days of written notice
• You breach the Acceptable Use provisions (Section 5)
• You fail to pay Fees when due and the failure continues for more than 14 days
• We are required to do so by law or a government authority
• We reasonably believe your account poses a security or legal risk to us or other customers

We may also terminate the Service entirely on 90 days' notice to all customers.

Effect of termination

On termination: your access to the Service will cease; you may export your Content for 30 days; after that period we may delete your Content. Sections that by their nature should survive termination (including Sections 7, 8, 10, 11, 12, 14 and 15) will survive.

Governing law

These Terms are governed by and construed in accordance with the laws of New Zealand. The courts of New Zealand have exclusive jurisdiction to resolve any dispute arising out of or in connection with these Terms.

Dispute resolution

Before commencing legal proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. If a dispute is not resolved within 30 days of one party notifying the other in writing, either party may refer the matter to mediation administered by the New Zealand Resolution Institute, before resorting to litigation.

Entire agreement

These Terms, together with our Privacy Policy and any Order Form or plan description, constitute the entire agreement between you and us relating to the Service and supersede all prior agreements, representations and understandings.

Amendments

We may amend these Terms at any time by posting updated Terms on our website and notifying you by email or in-app notification. If you continue to use the Service after the amended Terms take effect, you are deemed to have accepted the changes. If you do not accept the changes, you may terminate your account before the changes take effect.

Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without your consent in connection with a merger, acquisition or sale of all or substantially all of our assets, provided the assignee agrees to be bound by these Terms.

Severability

If any provision of these Terms is held to be invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

Waiver

Failure by either party to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

Force majeure

Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) where such delay or failure arises from circumstances beyond its reasonable control, including natural disasters, acts of government, internet outages or third-party service failures.

Notices

Notices to us must be sent to legal@szord.co.nz. Notices to you will be sent to the email address associated with your account. Notices are deemed received on the next business day after sending.

Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between the parties.

For any questions about these Terms, please contact: