Welcome to A2X, a provider of e-commerce accounting automation services. These Terms are intended to explain our obligations as the provider of the Service and Your obligations as a customer or user of the Service and form the basis of a legal contract between You and A2X. Please read them carefully.
These Terms are binding on any use of the Service and apply to and are deemed to have been accepted by You from the time that A2X first provides You with access to the Service.
The Service will evolve over time based on user feedback and ongoing product development. These Terms are not intended to answer every question or address every issue raised by the use of the Service. A2X reserves the right to change the Service and these terms at any time, effective upon the posting of modified terms to the Website, and A2X will make every effort to communicate these changes to You via email or notification via the Website. It is likely these Terms will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
- means A2X Limited, a limited company incorporated in New Zealand with NZBN 9429047585164.
- means all "observed data" collected automatically by A2X's systems through Your use of the Services and all "inferred" or "derived data" generated through A2X's analysis of such observed data or of the Data.
- means all Intellectual Property Rights in the Services, the Website, the A2X Data and any documentation relating to the Services, including in all content, information, data, text, graphics, artwork, photographs and/or logos displayed on or contained on the Website as well as the look and feel of the Service Website.
- has the meaning given to it in clause 3.8.2.
- means the regular fee (excluding any taxes and duties) payable by You in accordance with the fee schedule set out on the Website (which A2X may change from time to time on notice to You).
- means all confidential information exchanged between the parties to this Agreement, whether in writing, electronically or orally (including, in relation to A2X, the Service and the A2X IP), and all other information that is confidential in nature, marked as confidential or disclosed in circumstances such that it could reasonably be considered confidential
- means any data inputted by You or with Your authority into the Website but excluding (for the avoidance of doubt) the A2X Data.
"Intellectual Property Right"
- means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
- means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time.
- has the meaning given to it in clause 3.2.
"Service" or "Services"
- means the provision of accounting integration services, including automated posting of aggregated ecommerce transactions to accounting systems (as may be changed or updated from time to time by A2X) via the Website.
- means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
- means these Terms as amended from time to time.
- means the internet site at the domain A2Xaccounting.com or any other site operated by A2X.
- means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
2. Use of Software
A2X grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has;
- the Subscriber controls each Invited User's level of access to the relevant organisation and Service at all times and can revoke or change an Invited User's access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any; and
- notwithstanding paragraphs 1-3 above, the Subscriber is and remains primarily liable to A2X for all Invited Users' use of the Service.
3. Your Obligations
An invoice for the Access Fee will be issued each month starting from the date You added Your first organisation to Your A2X account, and on dates You change or update your A2X plan. Invoices will include the Access Fee for the forthcoming one month of use. A2X will continue invoicing You monthly until this Agreement is terminated in accordance with clause 3.12.
All A2X invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. You must pay or arrange payment of all amounts specified in any invoice by the due date for payment and are payable within 10 days of the invoice date. You are responsible for payment of all taxes and duties in addition to the Access Fee.
Preferential pricing or
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of organisations that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service ("Organisations"). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organisations. Without prejudice to any other rights that A2X may have under these Terms or at law, A2X reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organisations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by A2X or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify A2X of any unauthorized use of Your passwords or any other breach of security and A2X will reset Your password and You must take all other actions that A2X reasonably deems necessary to maintain or enhance the security of A2X's computing systems and networks and Your access to the Services.
As a condition of these Terms, when
accessing and using the Services,
- not attempt to undermine the security or integrity of A2X's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
- not modify, copy, adapt, reproduce, disassemble, decompile, reverse engineer or otherwise extract the source code of the whole or any part of any computer programs used to deliver the Services (whether or not such programs constitute part of the A2X IP) nor operate the Website except as is strictly necessary to use either of them for normal operation;
- not make any derivative works of any of the A2X IP, nor use any of the A2X IP to provide services similar to the Services to a third party, nor replicate, in whole or in part, the look and feel of the Services or the Website, in each case in any way not expressly authorised by A2X; and
- otherwise not do anything to harm the reputation of A2X nor otherwise bring A2X's brand into disrepute, nor do anything which You know will cause, or are negligent or reckless as to whether such action will cause, A2X to lose the services of any of its suppliers or business of any of its users.
Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against A2X's application programming interface. Any such limitations will be advised.
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. A2X is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, A2X does reserve the right to remove any communication at any time in its sole discretion.
You indemnify A2X against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to A2X, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
Confidentiality and Privacy
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party's obligations under this clause will survive termination of these Terms.
The provisions of clauses
3.8.1(a) and 3.8.1(b) shall
not apply to any information
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
A party may disclose the
other party's Confidential
Information to those of its
contractors or professional
advisors who need to know
Information for the purposes
of this Agreement, provided
that the party:
- informs those persons of the confidential nature of the Confidential Information before disclosure; and
- at all times is responsible for such persons' compliance with the confidentiality obligations set out in this clause 3.8.
- A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, by any stock exchange, or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much prior notice of the requirement as possible.
All rights, title to and interest in the A2X IP belong to and remain the property of A2X (or its licensors). You agree not to assert any claim of ownership in, or attempt to register, any A2X IP, whether on your behalf or on behalf of a third party. Any modifications, copies, adaptations, reproductions, decompilations, derivative or other works created by You in breach of clauses 3.4.2(v) and/or 3.4.2(vi) shall vest on creation in A2X and form part of the A2X IP. You hereby agree on demand by A2X to assign all rights in the same to A2X to give A2X the full benefit of this clause.
Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the A2X Access Fee when due. You grant A2X a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
- Backup of Data: You must maintain copies of all Data inputted into the Service. A2X adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. A2X expressly excludes liability for any loss of Data no matter how caused.
Third-party applications and
If You enable third-party applications for use in conjunction with the Services, You acknowledge that A2X may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. A2X shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
- You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
A2X has no responsibility to
any person other than You
and nothing in this
Agreement confers, or
purports to confer, a
benefit on any person other
than You. If You use the
Services or access the
Website on behalf of or for
the benefit of anyone other
than yourself (whether a
body corporate or otherwise)
you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorising any person who is given access to information or Data, and you agree that A2X has no obligation to provide any person access to such information or Data without Your authorisation and may refer any requests for information to You to address; and
You will indemnify
A2X against any
claims or loss
- A2X's refusal to provide any person access to Your information or Data in accordance with these Terms; and
- A2X making available information or Data to any person with Your authorisation.
- The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
- A2X does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. A2X is not in any way responsible for any such interference or prevention of Your access or use of the Services.
- A2X is not Your accountant and use of the Services does not constitute the receipt of accounting advice. If You have any accounting questions, please contact an accountant.
- It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
- You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
A2X gives no warranty about the Services. Without limiting the foregoing, A2X does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or this Agreement.
Limitation of Liability
- To the maximum extent permitted by law, A2X excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including any indirect or consequential loss or any loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
- If You suffer loss or damage as a result of A2X's negligence or failure to comply with these Terms, any claim by You against A2X arising from A2X's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees actually received by A2X from You in the previous 12 months.
- If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 3.12.
When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services.
A2X will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
- breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are more than 30 days overdue); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager or administrator appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Data.
- Take either of the actions in sub-clauses (4), (5) and (6) of this clause 3.12(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organisations is not made in full by the relevant due date, A2X may suspend or terminate Your use of the Service, the authority for all or any of Your Organisations to use the Service, and/or Your rights of access to all or any Data.
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
Expiry or termination:
Clauses 3.1, 3.4 and clauses 3.7, to 3.13 inclusive survive the expiry or termination of these Terms.
- Trial policy
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without A2X's prior written consent.
Governing law and
If the information or Data You are accessing using the Services and the Website is solely that of a person who is a tax resident in New Zealand at the time that You accept these terms then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to A2X must be sent to email@example.com or to any other email address notified by email to You by A2X. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third
A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
- Entire agreement:
- Payment obligations: