Last updated 23 April 2014.
TaxLab is a tax software system (Tax Provision Software, Income Tax Software and FBT Software) designed specifically for New Zealand businesses and accountants. These Terms set out TaxLab’s obligations to You and Your obligations to TaxLab. It is important that You read the Terms carefully because You are bound by them as soon as You agree to them.
TaxLab intends to regularly enhance and upgrade the System so You continually have access to the latest in tax software. Because the system will change over time, TaxLab reserves the right to change the Terms from time to time at its discretion. We will endeavour to notify you of changes to the Terms via email or the System. All changes are effective as soon as they are posted on the Website.
1. YOUR RIGHT TO USE
1.1. TaxLab grants You a non-exclusive and non-transferable right to access and use the System to the extent of subscriptions that You have paid for. This right is limited by the Terms.
1.2. Your right to use the System will continue from the day You agree to the Terms until terminated in accordance with the Terms.
2. YOUR OBLIGATIONS
2.1. You will pay Subscription Fees for any taxpayer, functionality, data volumes or anything else You are subscribed for. Subscription Fees are quoted exclusive of GST and You must pay any GST in addition to the Subscription Fee.
2.2. You are responsible for ensuring You have read, understood and agree to the most recent Terms, which are available on the Website.
2.3. You will only use the System for lawful New Zealand business purposes, in accordance with the Terms, any condition posted in the System and any notice from TaxLab and You agree not to breach any contract or law by accessing or using the System (including but not limited to data protection, confidentiality and intellectual property).
2.4. You acknowledge and confirm that:
(a) TaxLab provides the System to You on an “as is, where is” basis entirely at Your risk;
(b) it is Your sole responsibility to determine whether the System is appropriate for Your requirements;
(c) TaxLab is not Your accountant or tax advisor and that use of the System and / or support does not constitute accounting or tax advice and does not substitute professional accounting or tax advice;
(d) where You use the System on behalf of, or for the benefit of, a third party, You are authorised to do so; and
(e) if the System does not meet Your expectations or requirements Your only remedy is to terminate in accordance with the Terms.
3. SUBSCRIPTION FEES
3.1. Subscription Fees for TaxLab FBT are payable per taxpayer per FBT Year in advance. Invoices are issued when You first add a subscription and then annually at the beginning of each FBT Year. TaxLab will continue to invoice You annually for a subscription until You cancel that subscription.
3.2. Subscription Fees for TaxLab Income Tax are payable per taxpayer per Income Tax Year in advance. Invoices are issued when You first add a subscription and then annually at the beginning of each Income Tax Year. TaxLab will continue to invoice You annually for a subscription until You cancel that subscription.
3.3. Invoices are payable within 10 days of the invoice issue date.
4. INTEGRITY OF THE SYSTEM
4.1. You will keep all usernames and passwords that are required to access the Software secure and confidential. You will immediately notify TaxLab of any breach of security or confidentiality, or any unauthorised use of Your usernames and passwords.
4.2. You must not attempt to undermine the security or integrity of the systems or networks of TaxLab or any third party or use the Software in a way that might damage Software content or functionality or that might impair other users from accessing or using the Software.
4.3. You must not attempt to gain unauthorised access to any data that is not Yours or to Software functionality or any part of TaxLab or third party systems that You have not been given access to.
4.4. You must not post, input or import anything to the Software or the Website (including but not limited to comments, forums, instant messaging or other communication methods) that might damage computer hardware or software, that might be offensive, or that You do not have a legal right to post, input or import.
5.1. While TaxLab does provide phone, email, instant message and other forms of support and training to users, TaxLab is under no obligation to do so. To request support, please email email@example.com.
6.1. Neither party will disclose any part of the other party’s Confidential Information to any third party or use the other party’s Confidential Information for any purpose other than normal System access or use unless it:
(a) has the prior written consent of the other party; or
(b) is required to do so by law including, but not limited to, when required to do so under section 17 of the Tax Administration Act 1994. Where one party is required to make disclosure by law, they will notify the other party as soon as the disclosure request is received.
6.2. You agree not to breach confidentiality under any contract or law by accessing or using the System.
7. INTELLECTUAL PROPERTY
7.1. TaxLab, or its licensors, owns all Intellectual Property Rights in the System and any corresponding documentation. No such rights transfer to You under any circumstance. You must not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer the Software or the Website or allow anyone else to do so.
7.2. You own all Intellectual Property Rights in the Data. You grant TaxLab a licence to use, copy, transmit, store, and back-up the Data for the purposes of enabling You to access and use the System and for any other purpose related to provision of services to You. Your access to the Data is contingent on full payment of Subscription Fees when due.
7.3. You will not input any Data into the System (whether that Data owned by You or by anyone else) if doing so would breach anyone’s intellectual property rights.
8.1. You agree and confirm that TaxLab is authorised to hold the Data in accordance with the Terms.
8.2. You agree and confirm that it is ultimately Your obligation to comply with all applicable tax and accounting laws (including, but not limited to, record keeping requirements) and that it is Your responsibility to ensure that storage of and access to Your Data via the System complies with such laws.
8.3. TaxLab may remove any Data from the System if TaxLab considers it offensive or if TaxLab have reasonable grounds to believe that holding the Data is breaching any contract or law. At its sole discretion, TaxLab may refuse to publish or remove any post You make on any Forum or Comments section of the Website.
9. NO WARRANTIES
9.1. TaxLab gives no warranty about the System. All implied conditions or warranties are excluded to the maximum extent permissible by law.
9.2. You acknowledge and agree that TaxLab provides no warranty about the System and that this includes no warranty that access to, and use of, the System will be uninterrupted, error free or that there will be no Data loss (performance of the System is dependent on many variables that are outside of TaxLabs control including internet, ISP and telephone services).
10.1. You indemnify TaxLab against all liabilities, losses, claims, damages, costs or expenses arising from Your access or use of the System.
10.3. TaxLab excludes all liabilities, losses, claims, damages, costs or expenses incurred by You or any other party resulting from the use of and / or reliance on the System to the maximum extent permitted by law. Where the law does not allow liability exclusion You agree that TaxLab’s maximum liability in respect of any one incident, or in respect of a connected series of incidents, be limited to the aggregate Subscription Fees paid by You in the 12 months directly preceding the date of the incident, or first incident in a connected series.
11. SUSPENSION OF SERVICE
11.1. TaxLab may suspend Your user account, Your access to the System, and Your access to the Data if You breach the Terms including, but not limited to, non-payment of Subscription Fees.
12.1. You may terminate the Terms at any time by providing notice to TaxLab.
12.2. TaxLab may terminate the Terms:
(a) immediately if You breach the Terms and that breach cannot be remedied, or
(b) immediately if the breach can be remedied and You fail to do so within fourteen days of receiving a notice of breach; or
(c) by providing 30 days notice before the end of the relevant FBT Year or Income Tax Year.
12.3. On termination:
(a) at Your request TaxLab will provide You with an export of Your Data in a common file format determined by TaxLab (the likely file format would be CSV but would be determined by TaxLab at the time of Your request). An export of Your Data in a different file format, or with modified data tables or anything else that creates time or cost for TaxLab will be provided solely at TaxLab’s discretion and at Your expense;
(b) TaxLab can terminate access to Your user account, the System and Your Data;
(c) any unpaid Subscription Fees become immediately due for payment; and
(d) TaxLab is not obligated to refund any prepaid Subscription Fee in whole or part but may do so at its sole discretion.
12.4. Clauses 3, 6, 7, 8, 9, 10 and 12 survive the expiry or termination of these Terms
13.1. The Terms is the entire agreement between You and TaxLab and supersedes all prior communications, representations, understandings and agreements, whether oral or written.
13.2. If any part of the Terms is held to be invalid, illegal or unenforceable, that part will be severed and the remainder of the Terms will remain valid and enforceable.
13.3. Except in the case of a delay or failure to pay money, neither party will be liable for a delay or failure in performing its obligations under the Terms if the delay or failure outside its reasonable control.
13.4. Only You and TaxLab may benefit from, or enforce any term or right under the Terms.
13.5. If either party waives a right under, or breach of, the Terms this will not constitute a waiver of any other right or breach. No waiver is made due to time delay or is effective unless made in writing.
13.6. You may not assign or transfer the Terms or any part of it without TaxLab’s prior written consent.
13.7. The Terms is governed by New Zealand law and any legal action in relation to the Terms must be taken exclusively in the courts of New Zealand.
13.8. Notices to TaxLab must be sent to firstname.lastname@example.org. Notices to You will be sent to the email or postal address You specify in Your subscription or user account in the System. All notices are deemed to be given on successful email or postal transmission.
14.1. If a word is defined its other grammatical forms have the corresponding meaning.
14.2. Use of words such as includes or including to introduce a list does not limit what may be included in that list.
14.3. In the Terms:
“Confidential Information” means all information (including Data) exchanged between TaxLab and You by any means (whether in writing or not) but does not include information that:
(a) is, or becomes, public knowledge other than by a breach of the Terms;
(b) is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(c) is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
(d) was independently developed without access to the Confidential Information.
“Data” means any data or file attachment that You enter, import, upload, post or otherwise input into the Software or data that the System creates using that inputted data.
“FBT Year” means a year from 1 June to 31 May.
“Income Tax Year” means a year from 1 April to 31 March.
“Intellectual Property Rights” means any copyright , patent, design right, trade mark, service mark, moral right, know-how and any other intellectual or industrial property right either currently existing or created in the future, anywhere in the world whether or not registered.
“Software” means all versions of all software (including all upgrades and enhancements) available via the Website.
“Subscription Fee” means any fee (excluding GST) payable by You to gain access to functionality, additional taxpayers, data volumes or anything else in the System. Subscription Fees are for the right to access for limited time period as set out in in the Terms. Subscription Fees do not include, and are not payable in relation to, support, which is provided free of charge at TaxLab’s discretion. Fees are set out within the Software or on the Website or as otherwise agreed. TaxLab reserved the right to change subscription fees, on giving notice to You, for any reason including for inflation or changes in tax rules.
“System” means the Website and the Software.
“TaxLab” means TaxLab Limited which is a New Zealand registered company (company number 2470511).
“Website” means the internet site taxlab.co.nz and subdomains
“You” means You and includes Your employees, consultants, representatives and agents.