Introduction

These Terms of Use were last updated on 18 February 2022 and are collectively referred to as “this Agreement”.

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Welcome to “Taxlab”, an online software system designed specifically for businesses and accountants for tax compliance and certain statutory financial reporting (Subscription Services).

This Agreement is between Taxlab and Customer. Please read this Agreement carefully before registering to use the Subscription Services. By using the Subscription Services, Customer agrees to follow and be bound by this Agreement. Please note that additional terms apply to certain types of customers (e.g., licensed auditors, or registered banks in New Zealand) – these additional terms are set out in clause 16 of this Agreement. If Customer does not agree to this Agreement, Customer and its Authorised Users must not use the Subscription Services.

This Agreement may be varied by Taxlab from time to time upon Taxlab providing Customer at least 30 days’ prior written notice of such change, except that Taxlab may give shorter notice where the change is required: (a) by applicable law, regulations, or Tax Office Conditions; or (b) to address any data, information and/or system security issues. Customer will ensure that it, and its Authorised Users, have read, understood and agreed to the most recent version of this Agreement posted on the Taxlab Website, within the Subscription Services, or as otherwise notified to Customer.

1. Definitions and Interpretation

1.1 In this Agreement, unless the context otherwise requires or it is specified otherwise:

Accounting or Audit Firm means any entity that is:

(a) in the business of providing accounting and/or tax advisory services;

(b) a licensed auditor; or 

(c) affiliated with an entity listed in paragraphs (a) or (b) of this definition (Affiliated Entity), and provides operational, management, licensing, resourcing and/or other services to that Affiliated Entity, 

and includes all partners and directors of that entity;

Administration Portal means the portal accessible within the Subscription Services by users authorised by the Customer that allows the Customer to:

(a) add, remove or change Authorised Users;

(b) add, remove or change Subscription Services;

(c) configure or customise any part of the Subscription Services; and

(d) add, remove or change details in relation to the Customer’s account with Taxlab;

Affiliate means any entity that controls, is controlled by or is under common control with a party;

Anonymised means data from which all Customer Data and any other data that identifies any other entity has been removed, so that it is no longer possible to trace or re-identify an individual or other entity from the information;

Arbitration Legislation means:

(a) the Arbitration Act 1996 (NZ) and the Resolution Institution Arbitration Rules, where the Taxlab Entity is Taxlab New Zealand; or

(b) Commercial Arbitration Act 2011 (Vic) and the Resolution Institution Arbitration Rules, where the Taxlab Entity is Taxlab Australia;

Authorised Users means, where Customer:

(a) is using the Subscription Services for its own internal business purposes, any employee, contractor, officer or agent of Customer who is authorised by Customer to access and use the Subscription Services and Documentation; or

(b) is an Accounting or Audit Firm, only partners, directors, employees, contractors, officers or agents of:

(i) Customer but not the Customer’s clients;

(ii) any Member Firm but not the Member Firm’s clients; and

(iii) any Outsourcing Provider.

Basic Support Services has the meaning given to that term in clause 4.3;

Business Day means a day other than a Saturday, Sunday or public holiday in:

(a) Auckland, New Zealand, where the Taxlab Entity is Taxlab New Zealand; or

(b) Melbourne, Australia, where the Taxlab Entity is Taxlab Australia;

Calculations has the meaning given to that term in clause 10.4(e);

Claim has the meaning given to that term in clause 10.9;

Confidential Information has the meaning set out in clause 9.2;

Customer means the entity that has entered into this Agreement with the relevant Taxlab Entity for the provision of the Subscription Services;

Customer Data means the data inputted, imported, and/or uploaded, by or on behalf of Customer for the purpose of using the Subscription Services or facilitating Customer’s use of the Subscription Services, including, where applicable, Authorised Users’ data and Personal Data;

Dispute has the meaning given to that term in clause 13.1;

Documentation means the documentation (if any) made available to Customer by Taxlab (whether in hardcopy or electronic form) which sets out a description of the Subscription Services and the user instructions for the Subscription Services;

End User Terms and Conditions means the relevant terms and conditions of this Agreement that apply to the Authorised Users’ access and use of the Subscription Services, and any other terms that are made available through the Subscription Services (as may be amended from time to time by Taxlab);

Effective Date means the date that Taxlab provides Customer with access to the Subscription Services;

Extended Support Services means extended support services for the Subscription Services provided to Customer if it has purchased such support as part of its subscription to the Subscription Services, as set out at www.taxlab.online/extended-support-services-and-service-levels-schedule/;

Force Majeure Event means an event as described under clause 14.1;

Harmful Code means any thing or device (including any software, code, file or program) which may:

(a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;

(b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or

(c) adversely affect the user experience, including worms, trojan horses, malware, viruses and other similar things or devices.

Intellectual Property Rights means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual property rights, whether registered, in the course of being registered or unregistered and any analogous rights worldwide;

Intellectual Property Warranty has the meaning set out in clause 10.1(b);

Jurisdiction means:

(a) New Zealand, where the Taxlab Entity is Taxlab New Zealand; or

(b) Australia, where the Taxlab Entity is Taxlab Australia;

Member Firm has the meaning set out in clause 16.5;

Other User Data has the meaning set out in clause 5.5;

Outsourcing Provider has the meaning set out in clause 16.6;

Personal Data means any information, including information in electronic form, relating to a living person who can be identified:

(a) from that information; or

(b) from that information and the use of additional information, taking into account all means reasonably likely to be used by anyone to identify the person directly or indirectly; and

includes, without limitation, first and last names, ID numbers, including government-issued identifiers, personal dates such as birthdates, email addresses, location data, internet protocol address or other online identifiers and information concerning race, ethnicity or mental or physical health. For clarity, Personal Data includes personal data that is publicly available and excludes personal data that has been Anonymised so that it is no longer possible to re-identify an individual from the information, taking into account all means reasonably likely to be used by Taxlab or anyone else to re-identify an individual;

Privacy Policy means Taxlab’s privacy policy accessible from the Taxlab Website at www.taxlab.online/taxlab-privacy-policy/, within the Subscription Services, or other URL address notified to Customer by Taxlab from time to time. If there is any inconsistency between the Privacy Policy and these Terms of Use, these Terms of Use will prevail to the extent of any inconsistency;

Purpose means:

(a) Customer’s own accounting and tax compliance purposes; and

(b) if Customer is an Accounting or Audit Firm, the accounting and tax compliance purposes of its clients, or where applicable, its Member Firm’s clients;;

Services means the Subscription Services, Basic Support Services and Extended Support Services (where applicable);

Subscription Fee means:

(a) the subscription fee payable by Customer to Taxlab for the access and use of the Subscription Services by Authorised Users;

(b) such other fee for functionality, entity numbers, data volumes or anything else Customer is subscribed for,

as set out on the Taxlab Website at www.taxlab.online/taxlab-pricing/;

Subscription Level has the meaning given to that term in clause 3.2;

Subscription Services has the meaning described at the beginning of this Agreement, which is accessible via the Taxlab Website;

Taxlab means the Taxlab Entity invoicing Customer for the provision of the Subscription Services, and which has entered into this Agreement with Customer;

Taxlab Entity means either:

(a) Taxlab Limited (Taxlab New Zealand); or

(b) Taxlab Australia Pty Limited (Taxlab Australia);

Tax Office means, where the Jurisdiction is:

(a) New Zealand, the Inland Revenue Department; or

(b) Australia, the Australian Taxation Office;

Tax Office Conditions means the conditions subject to which Taxlab has been authorised by a relevant Tax Office to provide the Subscription Services as specified in the Tax Office Conditions Schedule at www.taxlab.online/tax-office-conditions-schedule/;

Taxlab Website means www.taxlab.online or any sub-domains or other URL address notified to Customer by Taxlab from time to time;

Term means the term commencing on the Effective Date and ending on termination or expiry of this Agreement in accordance with the terms of this Agreement;

Terminating Party has the meaning given to that term in clause 11.2;

Third Party Provider has the meaning set out in clause 10.5(b).

1.2 In this Agreement, unless the context requires otherwise:

(a) words importing one gender include the others;

(b) words importing the singular or plural number include the plural and singular number respectively;

(c) headings are inserted for the sake of convenience of reference only and do not affect the interpretation of this Agreement; and

(d) a person includes any individual, corporation, unincorporated association, government department or municipal authority.

2. Access to Subscription Services

2.1 Taxlab grants to Customer a non-exclusive, non-transferable right to:

(a) access and use the Subscription Services that Customer has subscribed to, and the relevant Documentation; and

(b) permit the Authorised Users to access and use the Subscription Services and the Documentation,

during the Term, solely for the Purpose, all on the terms and conditions set out in this Agreement.

2.2 Customer will:

(a) ensure that only Customer and Authorised Users access and use the Subscription Services and the Documentation;

(b) keep secure logins and passwords for Customer’s access and use of the Subscription Services and Documentation and keep such logins and passwords confidential;

(c) procure that the Authorised Users keep secure logins and passwords for their access and use of the Subscription Services and Documentation and keep such logins and passwords confidential;

(d) procure that the Authorised Users comply with the End User Terms and Conditions and acknowledges that:

(i) Taxlab will have no liability to Authorised Users (whether direct or indirect) arising out of or in connection with their use of the Subscription Services;

(ii) any act or omission of Authorised Users relating to the use of the Subscription Services will be treated as Customer’s act or omission; and

(iii) Taxlab may terminate or change any access privileges or authority Customer has granted to any Authorised User if Taxlab considers that the relevant Authorised User is in breach of this Agreement or puts Customer in breach of this Agreement;

(e) permit Taxlab to actively monitor and audit the Subscription Services to establish whether the Subscription Services are being used in accordance with this Agreement;

(f) promptly disable any login account if Taxlab discovers that any login details have been provided to any party that is not an Authorised User;

(g) on demand, pay to Taxlab an amount of any underpayment of Subscription Fees discovered by Taxlab; and

(h) be responsible for determining the level of access that each Authorised User has to access and use the Subscription Services, and Customer acknowledges that Taxlab will not be responsible for Customer’s use of, inability to use, or incorrect use of, the Subscription Services arising out of or in connection with:

(i) any act or omission of the Authorised Users; or

(ii) Customer incorrectly granting a level of access to an Authorised User, which that Authorised User is not entitled to.

2.3 Customer will not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under this Agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Subscription Services and/or Documentation (as applicable) in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Subscription Services;

(b) access all or any part of the Subscription Services and Documentation to build a product or service which competes with the Subscription Services and/or the Documentation;

(c) use the Subscription Services and/or Documentation to provide services to third parties (other than to Authorised Users in accordance with this Agreement) except to the extent such use is included in the functionality of the Subscription Services;

(d) make the Subscription Services and/or Documentation available to any third party except the Authorised Users;

(e) attempt to undermine the integrity or security of:

(i) the Subscription Services; or

(ii) Taxlab’s, or any third party’s systems, networks or resources used in the provision of the Subscription Services;

(f) attempt to gain unauthorised access to any information or materials other than those to which Customer has been given express permission to access as part of the Subscription Services;

(g) attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause 2; or

(h) access, store, distribute or transmit any Harmful Code, and Taxlab may, without liability to Customer, disable Customer’s access to the Subscription Services if Customer is in breach of this clause.

2.4 Customer will use all reasonable endeavours to prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Taxlab.

2.5 If the Authorised User is authorised by the Customer as an administrator of the Customer’s account with Taxlab, Authorised User may access the Administration Portal.

3. Change in Authorised Users and Subscription Levels

3.1 Customer may add, remove or change the number of Authorised Users by accessing and using the Administration Portal. Taxlab will grant, remove or change access to the Subscription Services and the Documentation for the relevant Authorised Users as soon as practicable in accordance with the provisions of this Agreement.

3.2 The parties acknowledge and agree that Customer may choose different subscription options or levels where offered by Taxlab as part of the Subscription Services (Subscription Level). If Customer changes its Subscription Level, no refunds will be paid or credits provided if the Subscription Fees for the new Subscription Level are lower than the Subscription Fees paid for the previous Subscription Level. If Customer changes to a Subscription Level where the Subscription Fees are more than the Subscription Fees for the previous Subscription Level, the balance already paid for the rest of the term for the previous Subscription Level will be credited to Customer’s account for the new Subscription Level. Taxlab will charge Customer for any net amount due as a result of the change to Subscription Level and Customer’s renewal date for the new Subscription Level will be reset to the next available billing day.

3.3 If Customer downgrades its Subscription Level, that may cause the loss of content, or features or capacity in relation to the Subscription Services. If Customer chooses to change its Subscription Level, Taxlab does not accept any liability for the resulting loss of data, content, features or capacity.

4. Services

4.1 Taxlab will, during the Term, provide the Subscription Services and make available the Documentation to Customer on and subject to the terms of this Agreement.

4.2 Taxlab will use commercially reasonable endeavours to provide the Subscription Services.

4.3 Taxlab will provide Customer with basic helpdesk and/or other services in relation to the Subscription Services (Basic Support Services). Taxlab may at any time suspend, discontinue, or change the Basic Support Services without notice to Customer. Customer may change its Subscription Level to include the provision of Extended Support Services.

4.4 Customer acknowledges that Taxlab regularly upgrades and updates the Subscription Services and that the Subscription Services are continually evolving. Taxlab may update, upgrade and/or vary the Subscription Services at any time provided that the changes do not cause a breach of the security obligations set out in this Agreement.

4.5 Customer will, where required, upgrade its software and/or equipment to make efficient use of the Subscription Services. Taxlab will provide Customer with reasonable notice of any such upgrades required by the Customer.

5. Customer Data and Security

5.1 Taxlab acknowledges and agrees that Customer and/or the other Authorised Users will own all rights, title and interest in and to all of the Customer Data and will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

5.2 Where Customer Data comprises personal information or data (as may be defined in privacy legislation in the relevant Jurisdiction), Taxlab’s Privacy Policy at www.taxlab.online/taxlab-privacy-policy/,will apply.

5.3 Customer acknowledges and agrees, and Customer will procure that other Authorised Users acknowledge and agree, that Taxlab may be approved by the Tax Office under the relevant legislation or otherwise in the Jurisdiction, to store taxpayers’ records outside of the Jurisdiction. As part of receiving this approval Customer agrees to Taxlab:

(a) holding Customer Data in a form approved by the Tax Office;

(b) ensuring that Customer Data is accessible by the Tax Office in a way approved by the Tax Office; and

(c) complying with the Tax Office Conditions.

5.4 Taxlab may use Customer Data for the purpose of:

(a) performing Taxlab’s obligations under this Agreement;

(b) ensuring that Customer is complying with this Agreement;

(c) ensuring that the Authorised Users are complying with the End User Terms and Conditions;

(d) improving or enhancing the Subscription Services; and

(e) performing data analysis, machine learning, or cross entity analysis, on an Anonymised basis, including in the manner contemplated in clause 5.5,
provided that Taxlab complies with its confidentiality obligations under clause 9.

5.5 Taxlab’s Subscription Services may offer Customer the ability to benchmark Customer Data against the data provided by other users of the Subscription Services (Other User Data) and to receive the results of such benchmarking. If Customer wishes to benefit from the benchmarking offered by Taxlab’s Subscription Services Customer must opt-in to participate in the benchmarking by selecting the relevant option in the Administration Portal or such other location within the Subscription Services. If Customer is involved in any benchmarking exercises, Customer agrees to Taxlab using Customer Data to benchmark against Other User Data. Taxlab may, from time to time, provide Customer with such benchmarking results. Taxlab does not systematically and/or independently verify Customer Data or Other User Data entered into the Subscription Services by Customer or other users of the Subscription Services. Therefore, Customer acknowledges that any benchmarking or other report generated by the Subscription Services may not be accurate, and under no circumstances does Taxlab guarantee the accuracy of any reports generated by the Subscription Services, or accept liability for any form of loss or damage arising out of Customer’s use of reports generated through the use of the Subscription Services.

5.6 Each party will take appropriate technical, physical and organisational security measures and safeguards against unauthorised or unlawful processing of the Customer Data or its accidental loss, destruction or damage and Taxlab will, as part of these measures, back-up Customer Data on a regular basis. Customer acknowledges that if there is any loss or damage to Customer Data, the Customer’s sole and exclusive remedy will be for Taxlab to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Taxlab. Taxlab will not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.

5.7 Each party will notify the other party as soon as reasonably practicable if it becomes aware of any security breach resulting in loss, destruction, or damage to Customer Data, and Taxlab will immediately make available appropriately skilled personnel to Customer to address such breach or occurrence.

5.8 Unless otherwise agreed between the parties in writing, Taxlab is under no obligation to prepare or complete security assessments or questionnaires for Customer.

6. Customer’s Obligations

6.1 Customer will:

(a) provide Taxlab with all necessary co-operation in relation to this Agreement, and all necessary access to such information as may be required by Taxlab, so that Taxlab can provide the Services including but not limited to Customer Data, security access information and configuration services. Customer warrants that it is authorised to provide the foregoing information and/or access to Taxlab so that Taxlab can provide the Services to Customer;

(b) comply with all applicable laws and regulations in respect of the collection, use and disclosure of personal information that is included in Customer Data with respect to the use of the Subscription Services and its activities under this Agreement;

(c) ensure that it, and its Authorised Users, use(s) the Subscription Services and the Documentation in accordance with this Agreement and the End User Terms and Conditions;

(d) be responsible for all acts and omissions of the other Authorised Users as if those acts and omissions are those of Customer;

(e) ensure that its network and systems comply with the relevant specifications as may be specified by Taxlab from time to time; and

(f) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Taxlab’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Customer’s network connections or telecommunications links or caused by the internet.

7. Charges and Payment

7.1 Customer will pay to Taxlab the Subscription Fees for the Subscription Services in accordance with this clause 7.

7.2 Taxlab will issue a valid tax invoice to Customer for the Subscription Fees at the end of each month. Unless otherwise specified by Taxlab, payment of each invoice will be payable on the 20th of the month following the date of the invoice. Payment details will be specified on the invoice.

7.3 If Customer fails to pay any invoice when due then without prejudice to any other rights and remedies of Taxlab:

(a) Taxlab may, subject to clause 7.4, without liability to Customer, disable access to all or part of the Subscription Services, and Taxlab will be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and/or

(b) interest will accrue on such due amounts at an annual rate equal to 2% over the then current base overdraft rate of Taxlab’s bankers calculated from the due date until the date the amount is paid in full.

7.4 If Customer disputes in good faith the whole or any portion of any valid tax invoice, Customer will pay the portion of the valid tax invoice that is not in dispute, but may withhold payment of the disputed portion until the dispute is resolved.

7.5 All amounts stated or referred to in this Agreement are exclusive of GST and any other taxes, levies and duties (if any), which will be paid for by Customer.

7.6 If Customer is required by law to deduct or withhold taxes or charges from the amounts due to Taxlab under this Agreement, Customer will ensure that the amount due to Taxlab is increased so that the payment actually made to Taxlab equals the amount due to Taxlab as if no such taxes or charges had been imposed.

7.7 Taxlab may change the Subscription Fees at any time by giving Customer at least 30 days’ prior written notice.

8. Intellectual Property Rights

8.1 Customer acknowledges and agrees that Taxlab and/or its licensors own all Intellectual Property Rights:

(a) in, or created during the performance of, the Services (except Customer Data); and

(b) in the Documentation,

together with all modifications, enhancements and other developments to the Services and Documentation (whether or not recommended or suggested by Customer).

8.2 Except as expressly stated in this Agreement, this Agreement does not grant Customer any rights to, or in, the Intellectual Property Rights, or any other rights or licences in respect of the Services or the Documentation.

8.3 Taxlab acknowledges and agrees that, subject to clause 8.1, Customer owns the Intellectual Property Rights in Customer Data. Customer grants to Taxlab a non-exclusive right to use Customer Data in the manner set out or contemplated in this Agreement, and to perform its obligations under this Agreement.

8.4 Taxlab confirms that it has all the rights in relation to the Subscription Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9. Confidentiality

9.1 Each party (receiving party) will treat as confidential all information obtained from the other party (disclosing party) pursuant to this Agreement. Receiving party will not disclose such information to any persons without the disclosing party’s prior written consent except:

(a) to any employee, contractor, officer, agent of, or professional advisor to, the receiving party;

(b) where the receiving party is the Customer and that Customer is an Accounting or Audit Firm, to partners, directors, employees, contractors, officers, agents, or professional advisors of:

(i) the Customer;

(ii) Member Firms it has identified to Taxlab in accordance with clause 16.5;

(iii) Outsourcing Providers it has identified to Taxlab in accordance with clause 16.6;

and in all cases of disclosure, only on a “need to know” basis and on terms of confidentiality at least as protective as the terms set out in this clause 9.

9.2 In relation to either party, Confidential Information means any information relating to the business or affairs of that party and includes, without limitation, its designs, drawings, manufacturing know how, object codes, source codes, planned modifications to hardware or software, planned enhancements to hardware or software, product knowledge, quality standards, research and development, unpublished specifications, technical information, pricing, manipulated data, business plans, business processes, methodologies, techniques, general know-how, costs and margins, customer lists, financial data, internal price information, market research, marketing plans, sales forecasts and trade secrets, and in the case of Customer, includes the Customer Data and personal information of individuals provided to Taxlab by or on behalf of Customer.

9.3 The obligations of confidentiality set out in this Agreement will not apply to Confidential Information which:

(a) is authorised by the disclosing party in writing to not have obligations of confidentiality attached;

(b) at the time of execution of this Agreement is in the public domain or subsequently enters the public domain through no fault on the part of the receiving party or any other person who has similar confidentiality obligations owed to the disclosing party;

(c) the receiving party can show by written record was in the receiving party’s lawful possession prior to disclosure and had not been obtained by the receiving party from the disclosing party;

(d) the receiving party can show by written record has been lawfully disclosed to the receiving party by a third party having the right to disclose it; or

(e) is independently developed by the receiving party without the benefit or use of any of the disclosing party’s Confidential Information or knowledge derived from such Confidential Information.

9.4 If the recipient of any Confidential Information is required by any applicable law, court or authority, or professional association, to disclose such Confidential Information to any person, it will:

(a) give the disclosing party prompt written notice of the disclosure, where practicable before it occurs, so that the disclosing party has sufficient opportunity to prevent the disclosure through appropriate legal means;

(b) disclose only that part of the Confidential Information which the recipient’s legal advisors consider is legally required to be disclosed; and

(c) use all reasonable endeavours to obtain an assurance that the Confidential Information disclosed will be treated confidentially by the recipient.

9.5 Subject to clause 11.4(d), each party will on demand and, in any event, on termination of this Agreement, deliver to the other party all Confidential Information and any other document supplied by or obtained from the other party.

9.6 This clause 9 will survive termination of this Agreement.

10. Warranties and Liability

10.1 Taxlab warrants that:

(a) the Subscription Services will function substantially as described in the Documentation; and

(b) to the best of its knowledge and belief the Subscription Services do not infringe the copyright of any third party (Intellectual Property Warranty) and Taxlab will indemnify Customer against any loss or damage that Customer incurs arising out of a breach by Taxlab of the Intellectual Property Warranty.

10.2 If the Subscription Services do not function substantially in accordance with the Documentation, Taxlab will, at its option, either:

(a) modify the Subscription Services to conform to the Documentation; or

(b) provide a workaround solution.

If neither of the options in paragraphs (a) or (b) is commercially feasible, either party may terminate this Agreement by giving written notice to the other party, in which case Taxlab will refund to Customer all Subscription Fees pre-paid to Taxlab for unused Subscription Services. Such correction or substitution constitutes Customer’s sole and exclusive remedy for any breach of the warranty set out in clause 10.1.

10.3 Taxlab will not be liable for a breach of the warranty in clause 10.1 to the extent of any non-conformance which is caused by use of the Subscription Services contrary to the Documentation and any other Taxlab instructions, or modification or alteration of the Subscription Services by any party other than Taxlab or Taxlab’s duly authorised contractors or agents.

10.4 Taxlab does not warrant:

(a) that Customer’s use of the Subscription Services will be uninterrupted or error-free;

(b) that the Subscription Services, Documentation and/or the information obtained by Customer through the Subscription Services will always be available, either in its current form or at all;

(c) that Taxlab will support, maintain or continue to offer the Subscription Services;

(d) that the Subscription Services, Documentation and/or the information obtained by Customer through the Subscription Services will meet Customer’s requirements; and

(e) the accuracy, correctness, reliability and completeness of any information, formulae, or calculation provided through the use of the Subscription Services (together referred to as Calculations). Customer acknowledges the results from any Calculations are for informational purposes only, and that the assumptions used and figures generated are for purposes of illustration and reference only, and are subject to change depending on a variety of factors, which may not have been taken into account in the computation. To the maximum extent permitted by law, Taxlab will not be liable for any form of loss or damage, arising out of or in connection with Customer’s reliance on and use of the Subscription Services. Customer agrees that it will not rely solely on the Calculations and will carry out its own calculations (other than by using the Subscription Services) to verify the accuracy, correctness, reliability and completeness of the Calculations.

10.5 Customer acknowledges that:

(a) Taxlab is not Customer’s accountant, tax or other professional advisor and Customer is solely responsible for ensuring the accuracy and correctness of any inputs (including Customer Data), output or result from Customer’s use of the Subscription Services;

(b) Taxlab may rely on the provision of services by third parties (including data centre, electricity, telecommunications and outsourcing providers) in order to provide the Subscription Services (Third Party Providers) and that the Subscription Services may be subject to limitations, delays and other problems inherent in the use of such services provided by Third Party Providers; and

(c) Taxlab will not be responsible for any delays, delivery failures, or any other loss or damage arising out of or in connection with any services provided by Third Party Providers, including any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet.

10.6 Each party warrants that it is to the extent applicable to the performance of that party’s obligations under this Agreement in compliance with all relevant laws and regulations, including privacy laws, in New Zealand and any other countries in which that party operates.

10.7 Except as expressly set out in this Agreement, the Subscription Services and the Documentation are provided on an “as is” basis and all representations, conditions or warranties (whether express or implied, statutory or otherwise, and including warranties of merchantability and fitness for a particular purpose) in respect of the Subscription Services and Documentation are expressly excluded.

10.8 Customer will indemnify Taxlab against all costs, losses, expenses and damages arising out of or in connection with, or incurred through:

(a) any claims by a third party against Taxlab resulting from use of the Subscription Services and the Documentation by Customer and/or other Authorised Users; and

(b) any breach of this Agreement by Customer.

10.9 Except where Taxlab has liability to Customer under clause 10.1(b) and unless stated otherwise in this Agreement, Taxlab will not be liable to Customer under the law of tort, contract or otherwise for any claim, damages or liability (collectively referred to as a Claim), including loss of profits, loss of revenue, loss of data, or any direct, indirect, consequential or special loss or damage suffered or incurred by Customer, however caused, arising out of or in connection with this Agreement.

10.10 If, despite clause 10.10, Taxlab is found liable for any Claim (including where Taxlab has liability to Customer under clause 10.1(b)), then to the maximum extent permitted by law, Taxlab’s liability arising out of all Claims under this Agreement will not exceed in aggregate an amount equal to the Subscription Fees actually paid by Customer to Taxlab in the 12 months prior to time the liability arises.

10.11 Customer acknowledges and agrees that no Authorised User (other than Customer) may make a claim in relation to this Agreement provided that where any Authorised User suffers any loss or damage which, if suffered by Customer, would be recoverable from Taxlab then Customer may make that claim on the Authorised User’s behalf. Customer will indemnify Taxlab against any claims made by any Authorised User in relation to this Agreement.

10.12 Each party (Licensee) agrees that if it wishes to use any of the other party’s (Licensor) trade marks or other branding in any disclosure, press release or announcement referred to in clause 10.12, such use is subject to approval of the Licensor. Licensee will act strictly in accordance with any brand approval processes and brand requirements specified by the Licensor in writing.

11. Term and Termination

11.1 This Agreement is in full force and effect during the Term.

11.2 Either party (Terminating Party) may terminate this Agreement without cause by giving the other party at least:

(a) 30 days’ prior written notice, where Customer is the Terminating Party; or

(b) 120 days’ prior written notice, where Taxlab is the Terminating Party.

11.3 Either party may terminate this Agreement if the other party:

(a) is in material breach of this Agreement and fails to remedy such breach within 14 days of receiving notice from the other party specifying the breach and requiring it to be remedied; or

(b) goes into liquidation or has a receiver or statutory manager appointed of any of its assets, becomes insolvent or makes any arrangement with creditors.

11.4 On termination of this Agreement for any reason:

(a) all licences granted under this Agreement will immediately terminate and Customer must cease using the Subscription Services and the Documentation;

(b) each party will return, and make no further use of, any equipment, property, Documentation and other items (and all copies of them) belonging to the other party;

(c) Taxlab will retain Customer Data for such period reasonably required so that it can comply with relevant laws, regulations and the Tax Office Conditions (if any). Taxlab will also hold Customer Data in the form approved by the Tax Office, and allow the Tax Office to access Customer Data in a way approved by the Tax Office;

(d) Following Customer’s written request, Taxlab shall provide Customer, and/or allow Customer to export, a copy of Customer Data in a meaningful and usable format specified by Taxlab within 30 Business Days of Customer’s request. Customer acknowledges that exported Customer Data cannot be used as a restore function and may not be suitable for import or upload as part of any subsequent subscription to the Subscription Services and/or any other third party system;

(e) Provided that Taxlab is complying with relevant laws, regulations and Tax Office Conditions and has met its obligations under clause 11.4(d), at any time following termination of this Agreement, Taxlab:

(i) will, if requested by Customer in writing or through functionality within the Subscription Services, permanently delete any Customer Data from any of its production or other systems, where reasonably practical to do so; or

(ii) may at its discretion and by providing at least 30 days’ prior written notice to Customer, permanently delete any Customer Data from any of its production or other systems;

(f) Customer acknowledges and agrees that:

(i) it may not be reasonably practical to permanently delete Customer Data where such Customer Data is held in backups; and

(ii) permanently deleted Customer Data cannot be recovered;

(g) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination (including clauses 5.3 and 11.4) will not be affected or prejudiced;

(h) (except where Customer has terminated in accordance with clause 11.3), Customer will:

(i) not be entitled to a refund of any Subscription Fees pre-paid to Taxlab for unused Subscription Services; and

(ii) be liable to pay the Subscription Fees on a pro-rata basis for each day up to and including the date of termination of this Agreement to the extent that Customer has not paid for the use of the Subscription Services on those days;

(i) notwithstanding clause 11.4(b) Taxlab may retain and continue to use after termination of this Agreement any aggregated and Anonymised data that is derived from the Customer Data.

12. Subcontracting

12.1  Taxlab may subcontract any of its obligations under this Agreement without obtaining Customer’s prior written consent.

12.2 Where Taxlab subcontracts or transfers any of its material obligations under this Agreement it will provide Customer with at least 30 days prior written notice of the subcontract or transfer.

12.3 Taxlab will not be relieved from any of its liabilities or obligations under this Agreement as a result of any subcontracting.

13. Disputes

13.1 If a dispute arises out of or relates to this Agreement (Dispute), a party may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with the following paragraphs of this clause, except where the party seeks urgent interlocutory relief.

13.2 A party claiming the Dispute has arisen must give written notice to the other party specifying the nature of the Dispute.

13.3 On receipt of that notice, the parties will use all reasonable endeavours to resolve the Dispute by discussion, consultation, negotiation or other informal means.

13.4 If the Dispute is not resolved within 15 Business Days of the notice being given pursuant to clause 13.2 (or within such further period agreed in writing by the parties), either party may, by giving written notice to the other party, require the Dispute to be determined by the arbitration of a single arbitrator. The arbitrator will be appointed by the parties or, failing agreement within 5 Business Days of the notice requiring arbitration, by:

(a) the President of the New Zealand Law Society, where the Taxlab Entity that has entered into this Agreement is Taxlab New Zealand; or

(b) the President of the Law Institute of Victoria, where the Taxlab Entity that has entered into this Agreement is Taxlab Australia,

on application of either party. The arbitration will be conducted as soon as possible and in accordance with the provisions of the Arbitration Legislation.

14. Force Majeure

14.1  Neither party (Affected Party) will have liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement (except an obligation to pay money), or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control (Force Majeure Event), including, without limitation, failure of a utility service or transport or telecommunications network or service of a Third Party Provider, act of God, war, riot, civil commotion, malicious damage, epidemic, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors, provided that the other party is notified of the Force Majeure Event and its expected duration. A strike, lockout or labour dispute involving a party’s personnel does not excuse that party from its obligations under this Agreement.

14.2 The Affected Party will:

(a) as soon as reasonably practicable after the start of the Force Majeure Event, notify the other Party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under this Agreement; and

(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations and minimise delay.

14.3 If the Force Majeure Event continues for more than 30 days, the party not affected by the Force Majeure Event may terminate this Agreement by written notice to the Affected Party at no cost.

15. General

15.1 This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements on that subject matter.

15.2 This Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.

15.3 If any part or a provision of this Agreement is judged invalid or unenforceable in a jurisdiction it is severed for that jurisdiction and the remainder of this Agreement will continue to operate.

15.4 A provision or a right under this Agreement may not be waived except in writing signed by the party granting the waiver.

15.5 A party may exercise a right, power or remedy under this Agreement at its discretion, and separately or concurrently with another right, power or remedy. A single or partial exercise of a right, power or remedy by a party under this Agreement does not prevent a further exercise of that or of any other right, power or remedy.

15.6 This Agreement may be varied by Taxlab from time to time upon Taxlab providing Customer at least 30 days’ prior written notice of such change, except that Taxlab may give shorter notice where the change is required: (a) by applicable law, regulations, or Tax Office Conditions; or (b) to address any data, information and/or system security issues. Customer will ensure that it has read, understood and agreed to the most recent terms once notified to Customer.

15.7 Customer will not, and will procure that other Authorised Users will not, assign, transfer or otherwise deal with this Agreement or any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of Taxlab.

15.8 Notices and other communications under this Agreement are to be given in writing by email, personal delivery or by post and must be sent to the correct email or address of the receiving party. The email address for email notices to Taxlab is legal@taxlab.online.

15.9 A notice or communication in relation to this Agreement will be deemed to be received:

(a) in the case of a letter, on the third Business Day after posting;

(b) in the case of email, on the Business Day on which the email is successfully delivered; and

(c) in the case of personal delivery, when delivered.

15.10 This Agreement will be governed by and construed in accordance with the laws of the place where the Taxlab Entity is incorporated, being:

(a) New Zealand, where the Taxlab Entity that has entered into this Agreement is Taxlab New Zealand; or

(b) the Commonwealth of Australia, and where relevant, the State of Victoria, Australia where the Taxlab Entity that has entered into this Agreement is Taxlab Australia.

If Customer seeks to bring any claim or other action against Taxlab arising out of or in connection with this Agreement, then Customer must bring that claim or other action against Taxlab in the relevant Jurisdiction.

16. Additional Terms Applicable to Certain Customers

16.1 This clause 16 sets out additional terms that apply to Customer and Taxlab if Customer meets certain criteria. The terms set out below will apply to Customer and Taxlab, to the extent applicable.

Extended Support Services and Service Levels

16.2 Additional terms apply to Customer if it has subscribed to the Extended Support Services and Service Level Agreement and these terms are set out in the Extended Support Services and Service Level Schedule at www.taxlab.online/extended-support-services-and-service-levels-schedule/.

Extended Security Warranty

16.3 If Customer has subscribed to the Extended Security Warranty then Taxlab warrants that it meets or exceeds the security controls set out in the Extended Security Warranty Schedule at www.taxlab.online/extended-security-warranty-schedule/ in accordance with ISO/IEC 27001:2013.

Extended Security Questionnaire Service

16.4 Additional terms apply to Customer if it has subscribed to the Extended Security Questionnaire Service as follows:

(a) Customer will request in writing that Taxlab complete a security questionnaire;

(b) Taxlab will, within a commercially reasonable timeframe following such request, complete the security questionnaire;

(c) Customer may only request one request in any 12 month period;

(d) Customer agrees that responses to security questionnaires are at a point in time and do not override this Agreement, Taxlab’s security controls, or Taxlab’s compliance with ISO/IEC 27001:2013; and

(e) Customer acknowledges that it is solely responsible for evaluating Taxlab’s responses to security questionnaires and determining whether they are appropriate and adequate for Customer’s own security policies. Taxlab is not required to change any aspect of its security controls, the Subscription Services, and/or its operations following Customer’s review of Taxlab’s responses.

Customers that are Accounting or Audit Firms

16.5 If agreed by Taxlab in writing, if Customer is an Accounting or Audit Firm, it may enter into this Agreement on behalf of its member or affiliated firms (Member Firms). The parties acknowledge and agree that:

(a) Customer must identify the Member Firms to Taxlab in writing;

(b) the rights granted, and the benefits flowing, under this Agreement are intended to be for the benefit of Customer and its Member Firms and that this Agreement creates obligations on the part of Taxlab that are enforceable at the suit of Customer and its Member Firms pursuant to Part 2, Subpart 1 of the Contract and Commercial Law Act 2017;

(c) where any loss is suffered by a Member Firm under this Agreement, that loss will be treated as a loss to Customer (Member Firm Loss);

(d) Customer will procure that none of its Member Firms will bring any claim against Taxlab under this Agreement provided that where any Member Firm Loss is suffered by a Member Firm, Customer may make a claim against Taxlab relating to the Member Firm Loss on the relevant Member Firm’s behalf;

(e) any act or omission of a Member Firm will be deemed to be an act or omission of Customer;

(f) Taxlab will not bring any claim against a Member Firm under this Agreement and Taxlab may only bring any such claim against Customer; and

(g) except as set out in this clause, it is agreed that this Agreement is not intended to, and does not, give to any person who is not a party to this Agreement any rights to enforce any provisions contained in this Agreement.

16.6 If agreed by Taxlab in writing, if Customer is an accounting firm and/or licensed auditor, and outsources and/or sub-contracts the provision of accounting and/or tax advisory services that Customer provides to its clients to a third party (Outsourcing Provider), then Customer may allow that Outsourcing Provider to access and use the Subscription Services provided that:

(a) Customer must identify the Outsourcing Provider to Taxlab in writing;

(b) Customer will procure that Outsourcing Provider accesses and uses the Subscription Services only to the extent required to provide accounting and/or tax advisory services to Customer’s client on behalf of Customer and in accordance with this Agreement;

(c) Customer will procure that Outsourcing Provider does not access and use the Subscription Services for its own business, or any other, purpose (other than in accordance with this clause 16.6); and

(d) any act or omission of the Outsourcing Provider will be deemed to be an act or omission of Customer.

16.7 Taxlab will not use any Confidential Information (including any Confidential Information that relates to a Customer that is an Accounting or Audit Firm, its Member Firms and their clients) to contact Customer’s or Member Firms’ clients directly, including for marketing purposes. Nothing in this clause will prevent Taxlab from contacting a client of the Customer or its Member Firms where Taxlab has a relationship with that client, or a right to contact that client, which is independent of this Agreement and does not use any Confidential Information obtained by Taxlab under or in relation to this Agreement.

16.8 Additional terms apply to Customer if it is a licensed auditor, as follows:

(a) Customer acknowledges that Taxlab does not monitor licensed auditor registers and agrees that it must notify Taxlab in writing that it is a licensed auditor in order for these terms to apply;

(b) Taxlab acknowledges Customer may require certain information to enable Customer to determine whether this Agreement or any Services provided in connection with it, results or may appear to result in Customer, Member Firms, Customer’s Affiliates, or any of their clients, ceasing to be independent of an audit or assurance client or ceasing to comply with professional obligations or regulations;

(c) where Customer requires any such information from Taxlab, Customer will notify Taxlab in writing of the information required;

(d) following Customer’s written request under this clause, Taxlab agrees to provide to Customer (to the extent that it is reasonably able to do so) the information requested by Customer, as soon as reasonably practicable;

(e) Taxlab will notify Customer as soon as reasonably practicable following:

(i) any changes to the directors appointed to Taxlab or any Affiliate of Taxlab; or

(ii) any person acquiring or becoming entitled to 10% or more of the issued share capital of Taxlab or any Affiliate of Taxlab, or becoming entitled to 10% or more of the voting rights in Taxlab or any Affiliate of Taxlab; and

(f) Customer may terminate this Agreement in whole or in part by written notice to Taxlab if Customer reasonably believes that its continued participation in this Agreement results or may appear to result in Customer, Member Firms, Customer’s Affiliates, any worldwide members of Customer’s network, or any of their respective clients, ceasing to be independent of an audit or assurance client or ceasing to comply with professional obligations or regulations.

Customers Utilising Single Sign-On with the Australian Tax Office

16.9 If Customer uses Subscription Services functionality to access its accounts on the Australian Tax Office’s systems using a single sign-on process, Customer warrants that it has met the following minimum requirements:

(a) it has control over the access management solution (e.g. Customer has an active directory and does not use social media to log in);

(b) it has a strong encryption protocol in place (e.g. TLS1.2);

(c) it has a password management policy in place which covers length and complexity (including salt and hashing);

(d) it enforces a brute force lockout regime; and

(e) its software application is positioned behind a firewall and generates security alerts.

16.10 Customer acknowledges and agrees that:

(a) Taxlab, through Customer’s use of the Subscription Services, is not providing an agent service and is not responsible for the preparation of any taxation, superannuation or other related documents on behalf of Customer or its clients; and

(b) Taxlab can, however, submit transmissions (e.g., lodgements and prefill) through the Standard Business Reporting (SBR) channel that Customer or its clients chooses to make through the use of the Subscription Services.

Customers Utilising Taxlab APIs for Sending Data to Third Parties

16.11 If Customer uses the Subscription Services to send any data that was received from an Inland Revenue electronic service (Inland Revenue Sourced Data) to a third party through a Taxlab application programming interface or other means from the Subscription Services, then to ensure that the Inland Revenue Commissioner’s taxpayer information disclosure obligations under the Tax Administration Act 1994 are met:

(a) Customer warrants that, prior to using Subscription Services functionality to send Inland Revenue Sourced Data to a third party, Customer holds the necessary taxpayer authorisations from each taxpayer it represents permitting Customer to authorise Taxlab to send Inland Revenue Sourced Data to a third party;

(b) Customer acknowledges that Inland Revenue may from time to time require Taxlab to provide evidence of the necessary taxpayer authorisations and agrees to provide Taxlab with copies of the necessary taxpayer authorisations when requested for the sole purpose of providing them to Inland Revenue for review; and

(c) Customer acknowledges and agrees that Inland Revenue may require Taxlab to suspend the provision of Inland Revenue Sourced Data sharing functionality within the Subscription Services without notice if Customer does not provide copies of the necessary taxpayer authorisations when requested (within a reasonable timeframe) or if Inland Revenue determines that the necessary taxpayer authorisations are not sufficient.

Customers subject to New Zealand BS11 Outsourcing Policy Requirements

16.12 If Customer is a registered bank under the Reserve Bank of New Zealand Act 1989 and meets the definition of a Large Bank under the Reserve Bank of New Zealand’s BS11 Outsourcing Policy:

(a) Taxlab agrees to maintain and test (on at least an annual basis) business continuity and disaster recovery plans and capability designed to enable continuous availability of the Subscription Services in accordance with Taxlab’s ISO/IEC 27001:2013 certification;

(b) Taxlab agrees to activate business continuity and disaster recovery plans and capability when required to do so under these plans in accordance with Taxlab’s ISO/IEC 27001:2013 certification;

(c) Taxlab agrees that when requested by Customer, Taxlab will provide Customer with evidence that Taxlab’s business continuity and disaster recovery plans are in place and regularly tested in accordance with Taxlab’s ISO/IEC 27001:2013 certification;

(d) Customer acknowledges that it is solely responsible for evaluating Taxlab’s business continuity planning and disaster recovery capability and determining whether they are appropriate and adequate for BS11 Outsourcing Policy purposes;

(e) If a statutory manager has been appointed under section 117 of the Reserve Bank of New Zealand Act 1989 or section 38 of the Corporations (Investigation and Management) Act 1989 to manage Customer then:

(i) Taxlab irrevocably agrees that any notice of termination Taxlab has given Customer within 20 Business Days preceding the date the statutory manager was appointed is deemed to be withdrawn; and

(ii) Taxlab irrevocably agrees that clause 11.3(b) of this Agreement does not apply and Taxlab will not, while Customer is under statutory management, terminate this Agreement or suspend the Subscription Services, and Customer agrees to continue to pay Taxlab the Subscription Fees in accordance with this Agreement except that Taxlab may terminate this Agreement if:

(A) the statutory manager has given Taxlab written consent to terminate this Agreement;

(B) the statutory manager suspends the payment of any fees owing to Taxlab under this Agreement prior to the statutory management taking effect (except if the suspension is due to Taxlab’s material breach of this Agreement); or

(C) following the appointment of the statutory manager, Customer materially breaches this Agreement and that breach cannot be remedied within 20 Business Days;

(f) If Taxlab receives a request from the Reserve Bank of New Zealand for documentation and/or information under the BS11 Outsourcing Policy in relation to the Subscription Services and this Agreement:

(i) Taxlab agrees to immediately notify Customer of the request (unless Taxlab has been instructed not to by the Reserve Bank of New Zealand);

(ii) Taxlab agrees to validate the authenticity of the request with the Reserve Bank of New Zealand before providing any documentation and or information;

(iii) Taxlab agrees to provide to the Reserve Bank of New Zealand the requested documentation and/or information in accordance with timetables Taxlab agrees with the Reserve Bank of New Zealand;

(iv) Customer agrees that, notwithstanding any confidentiality obligations that would otherwise apply, Taxlab may provide any information or documents to the Reserve Bank of New Zealand in response to such a request; and

(v) Taxlab agrees not to disclose or advertise to any third party that the Reserve Bank of New Zealand has asked questions or requested information or conducted an inspection;

(g) If Customer receives a request from the Reserve Bank of New Zealand for documentation and/or information under the BS11 Outsourcing Policy in relation to the Subscription Services and this Agreement, Taxlab agrees:

(i) to assist Customer with meeting its obligation to provide to the Reserve Bank of New Zealand the requested documentation and or information;

(ii) that Taxlab will not communicate or correspond directly with the Reserve Bank of New Zealand in relation to this request;

(iii) that, notwithstanding any confidentiality obligations that would otherwise apply, Customer may provide any information or documents to the Reserve Bank of New Zealand in response to such a request; and

(iv) that Taxlab will not disclose or advertise to any third party that the Reserve Bank of New Zealand has asked questions or requested information or conducted an inspection;

(h) When requested by Customer, Taxlab agrees to provide Customer with the legal name, physical address, and address for service, of the entity providing the Subscription Services to Customer. Taxlab agrees that Customer may provide these details, along with details of fee arrangements, this Agreement and an overview of the Subscription Service to the Reserve Bank of New Zealand.

Tax Office Conditions

Introduction

This Schedule was last updated on 1 April 2021.

This Tax Office Conditions Schedule sets out the Tax Office Conditions subject to which Taxlab has been authorised by a relevant Tax Office to provide the Subscription Services as referred to in clause 1.1 of the Taxlab Terms of Use (http://www.taxlab.online/taxlab-terms/).

New Zealand Inland Revenue Conditions

Last updated by Inland Revenue 16 July 2020.

Taxlab New Zealand, as defined in clause 1.1 of the Taxlab Terms of Use (http://www.taxlab.online/taxlab-terms/), is listed as an approved third party provider to store taxpayer electronic records offshore effective from 27 May 2014. The above approval is conditional on the following:

• It is subject to the obligations and requirements imposed by sections 16, 17, and 22 of the Tax Administration Act 1994 (TAA) with regard to the retention and availability of information and records at the Commissioner’s request.
• All the requirements of the Contract and Commercial Law Act 2017 and Contract and Commercial Law (Electronic Transactions) Regulations 2017 are followed.
• Records will be provided to Inland Revenue on request in an electronic and usable format and at no cost to Inland Revenue.
• Taxlab New Zealand will retain customer data for the period required by the TAA.
• In the event that a service agreement between Taxlab New Zealand and a customer has been terminated by either party (i.e. they are no longer a customer of Taxlab New Zealand), Taxlab New Zealand will return the data to the customer in a format that is meaningful to the customer or in a format that can be readily exported into a meaningful format that the customer can understand and can be used for subsequent reference and to meet their record keeping obligations under the TAA. Once the data has been returned, Taxlab New Zealand may delete the data.
• Taxlab will not delete a customer’s data without advising them first.

An authorisation given to a third party service provider does not replace a taxpayer’s responsibility to meet the record keeping requirements as per the Inland Revenue Acts.

Extended Security Warranty

Introduction

This Extended Security Warranty Schedule was last updated on 4 May 2021.

This Extended Security Warranty Schedule is not a standard warranty and applies only to Customers who have subscribed to the Extended Security Warranty in accordance with clause 16.3 of the Taxlab Terms of Use (http://www.taxlab.online/taxlab-terms/).

Taxlab may update and/or vary this Extended Security Warranty Schedule from time to time provided that if the changes materially degrade the overall security in the Subscription Services, Taxlab will provide Customer at least 30 days’ prior written notice (including by email) of such changes.

Customer acknowledges that Taxlab is an ISO/IEC 27001:2013 certified organisation which complies with Information Security Management System (ISMS) requirements under the standard. If there is any inconsistency between Taxlab’s obligations under clause 5 of the Agreement and ISO/IEC 27001:2013, the requirements under ISO/IEC 27001:2013 will prevail to the extent of any inconsistency.

1. Definitions and Interpretations

1.1. In this Extended Security Warranty Schedule, unless the context otherwise requires or it is specified otherwise:

Privileged User means a user who has been allocated powers within the Subscription Services which are significantly greater than those available to the majority of users.

Processing means any operation or set of operations performed upon Customer Data, whether or not by automatic means. This includes operations such as collection, recording, organisation, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure, or destruction.

Required Policies has the meaning of that term given in clause 15.1 of this Extended Security Warranty Schedule.

Risk Assessment means a planned activity undertaken to identify information security risks, evaluate their potential impact and likelihood, including their impact on individuals who are the subject of any Personal Data, and compare to established risk criteria for acceptance or remediation.

Sanitised means when data in a development or test environment is disguised by overwriting it with realistic looking, but false, data of a similar type (e.g., by masking or substitution techniques, etc.).

2. Policies for Information Security

2.1. Taxlab has a written information security policy that is:

(a) comprehensive, addressing the information security risks and controls identified through the Risk Assessment process, for each area of information security;

(b) reflects the requirements of applicable law, including data protection laws;

(c) approved by executive leadership;

(d) published and communicated to all employees and applicable third-party contractors; and

(e) reviewed at least annually and updated to address:

(i) relevant organisational changes;

(ii) contractual requirements owed to customers;

(iii) identified threats or risks to information assets; and

(iv) relevant changes in applicable laws and regulations.

2.2. Taxlab ensures that executive leadership maintains an Information Security Management System. Responsibilities include:

(a) maintaining the information security management system and any supplemental requirements; and

(b) identifying accountability for the execution of information security activities.

3. Human Resource Security

3.1. Taxlab performs background verification checks on employees or third-party contractors that have access to Customer Data, in accordance with relevant laws, regulations, and ethical requirements for each individual at least upon initial hire (to the extent permitted by law). The level of verification is appropriate according to the role of the employee or third-party contractor, the sensitivity of the information to be accessed in the course of that person’s role, and the risks that may arise from misuse of the information. The following checks are performed for each individual, to the extent permitted by law:

(a) identity verification;

(b) criminal history; and

(c) employment history.

3.2. Taxlab requires employees and third-party contractors with access to Customer Data to commit to written information security, confidentiality, and privacy responsibilities with respect to that information. These responsibilities are binding and survive termination or change of employment or engagement. Conflicting duties and areas of responsibility are segregated to reduce opportunities for unauthorised or unintentional modification or misuse of Customer Data.

3.3. Taxlab provides information security awareness training to employees and third-party contractors upon hire and at least annually thereafter. Such training:

(a) is updated to include changes in organisational policies and procedures;

(b) is relevant to trainee job functions;

(c) communicates the formal disciplinary process in effect when personnel commit an information security breach;

(d) includes specific data protection training for Personal Data; and

(e) includes phishing awareness, either by simulations or explicitly in an annual course.

4. Asset Management

4.1. Assets that store or process Customer Data are identified and included within an asset register. At a minimum, version, license, and ownership information, are included for each asset within the register. Information assets are classified according to asset value, criticality, sensitivity, and the risks resulting from unauthorised disclosure of the information. Procedures for labelling and handling information assets have been developed for each asset classification.

4.2. Taxlab keeps all Customer Data in the cloud, secured within established and accredited data centres using well protected applications and services and other recognised brands.

4.3. The risks around physical security of those selected data centres is covered by Taxlab’s supplier policies, with all data centre providers Taxlab uses separately holding their own ISO/IEC 27001:2013 certificate or other standards that are equal or better.

4.4. Customer acknowledges and agrees that Taxlab primarily uses the Microsoft Azure platform to deliver the Subscription Services which is subject to Microsoft’s standard security and availability policies as updated from time to time by Microsoft (and available on its website). Customer data is stored in the Australia East and Australia Southeast regions. Should Taxlab plan a change to the platform, hosting provider or location of the servers used by Taxlab to deliver the Subscription Services, Taxlab agrees to provide Customer reasonable notice of such a change.

4.5. Taxlab has put in measures to protect against unattended sessions and equipment:

(a) System sessions automatically terminate or revalidate after a maximum of 5 minutes;

(b) Subscription Services sessions automatically terminate or revalidate after a maximum of 30 minutes; and

(c) Infrastructure containing Customer Data stored within Subscription Services are controlled by Microsoft Azure Active Directory Privileged Identity Management and access automatically expires 2 hours after it is granted.

Additionally, a clear desk and clear screen policy is enforced.

4.6. Taxlab Staff are not permitted to print any Customer sensitive information except to the extent necessary to test any printing and/or security features of Taxlab’s products. Such printing is then required to be shredded or securely destroyed.

4.7. Taxlab has controls to protect equipment, information, and assets located off-premise and/or during remote access sessions such as teleworking or remote administration. Teleworking, mobile device, and removable media policies are implemented and enforced.

4.8. Taxlab encrypts remote access communications to systems or applications containing Customer Data and requires a minimum of multi-factor authentication, virtual private networking device access or equivalent, and restricted ports and protocols.

4.9. A bring your own device model is controlled by Taxlab and contains controls commensurate with those on corporate-owned devices. Personally owned and managed equipment is not permitted to be used to access or store Customer Data.

4.10. Removable media devices (e.g. USB drives, memory sticks, Bluetooth storage devices) are disabled on all systems. Customer Data is not transferred using removable media devices. Other data is only transferred using removable media devices in one-off operations and only where approved in writing by executive leadership and data is encrypted and deleted immediately from the removable device after the operation has been completed.

4.11. Taxlab maintains procedures to ensure that Customer Data, is securely destroyed when no longer needed for the purposes authorised by the Customer or at the times set out and in accordance with the Agreement (i.e., following the expiration or termination of the Agreement). In particular:

(a) secure erasure of Customer Data is confirmed prior to asset destruction and disposal;

(b) Taxlab maintains records of destruction; and

(c) Taxlab requires any third parties engaged to process Customer Data to securely dispose of the information when no longer needed for the services they are required to deliver.

4.12. Where it is not possible to irretrievably destroy Customer Data held in electronic format, Taxlab takes reasonable steps to put the Customer Data beyond use.

4.13. Employees and third-party contractors agree to documented policies for the acceptable use and handling of assets. Assets are returned immediately upon termination of employment, and return of assets is tracked and verified.

4.14. Taxlab has formal, documented system hardening procedures and baseline configurations. Unsupported software or hardware are not used.

5. Access Control

5.1. Taxlab has formal, documented access control policies to support creation, amendment, and deletion of user accounts for systems or applications holding or allowing access to Customer Data. Taxlab has a formal, documented user account and access provisioning process to assign and revoke access rights to systems and applications. User account privileges are allocated on a “least privilege” basis and are formally authorised and documented. Taxlab prohibits the use of “generic” or “shared” accounts without system controls enabled to track specific user access and prevents shared passwords.

5.2. Privileged User access rights are:

(a) restricted to users with clear business need;

(b) assigned to a separate user account, to be used only for the time period required to complete the necessary task;

(c) segregated appropriately (e.g., code migration, security administration, audit log permissions, production support administration, etc.);

(d) captured by system logs and periodically reviewed; and

(e) accomplished by multi-factor authentication.

5.3. Taxlab monitors and restricts access to utilities capable of overriding system or application security controls. Administrator access rights to workstation endpoints are restricted. System and application owners review user access rights for appropriateness on a monthly basis. Inappropriate access is revoked immediately upon identification.

5.4. Taxlab use Microsoft Azure Active Directory Privileged Identity Management to control access requests to Customer Data. Access automatically expires two hours after it is granted. User access rights to systems and applications storing or allowing access to Customer Data are removed upon termination or change of employment responsibilities. Specifically, user access rights are:

(a) removed within 24 hours, upon termination of employment; and

(b) reviewed and adjusted within one week, upon change of employment responsibilities.

5.5. User access to systems and applications storing or allowing access to Customer Data is controlled by a secure logon procedure. To support this, Taxlab uses Microsoft Azure for password management. Taxlab also has the following controls for user authentication:

(a) each user account ID must be unique;

(b) each user account has a password;

(c) if set by system administrator, initial password issued is random and is changed by the user upon first use;

(d) users should set their own passwords as part of a password management system; and

(e) passwords are treated as confidential data and are encrypted upon transmission.

5.6. Taxlab supports single sign on or multi-factor authentication.

6. Cryptography

6.1. Customer Data, is encrypted at rest.

6.2. Taxlab uses Microsoft Azure Key Vault for key management. Taxlab has cryptographic key management procedures that include the following:

(a) generation of cryptographic keys with approved key lengths;

(b) secure distribution, activation and storage, recovery, and replacement/update of cryptographic keys;

(c) immediate revocation (deactivation) of cryptographic keys upon compromise or change in user employment responsibility;

(d) recovery of cryptographic keys that are lost, corrupted or have expired;

(e) backup and archive of cryptographic keys and maintenance of cryptographic key history;

(f) allocation of defined cryptographic key activation and deactivation dates;

(g) restriction of cryptographic key access to authorised individuals; and

(h) complying with local legal and regulatory requirements.

7. Physical and Environmental Security

7.1. Taxlab keeps the majority of information assets in the cloud, secured within established and accredited data centres using well protected applications and services and other recognised brands.

7.2. The risks around physical security of those selected data centres is covered by their supplier policies, with all data centre providers that Taxlab uses separately holding their own ISO/IEC 27001:2013 certificate or other standards that are equal or better.

8. Operations Security

8.1. Taxlab defines capacity requirements and monitors service availability.

9. Communications Security

9.1. External network perimeters are hardened and configured to prevent unauthorised traffic. Inbound and outbound points are protected by firewalls and intrusion detection systems. Ports and protocols are limited to those with specific business purpose. Web and application servers are separated from corresponding database servers by the use of firewalls.

9.2. Taxlab has access controls on wireless networks with strong encryption and strong authentication (e.g., WPA2) are used.

9.3. Taxlab relies in Microsoft Azure for synchronisation of system clocks on network servers to UTC (coordinated universal time).

9.4. Taxlab has internet filtering procedures to protect end user workstations from malicious websites and unauthorised file transfers outside the network.

9.5. Customer Data is encrypted during transmission across networks, including over untrusted networks (e.g., public networks) and when writing to removable devices. Taxlab uses platform and data-appropriate encryption. Certificates used for encryption in transit are obtained from an acknowledged certification authority.

9.6. Taxlab encrypts data during transmission between the Internet, the cloud environment, and the Customer network; between each application tier; and between interfacing applications. Cryptographic keys shall be supplied and governed by the Customer (e.g., creation, rotation, and revocation). Management and usage of cryptographic keys are segregated duties.

9.7. Taxlab uses Google Workspace for email and file storage systems used in the exchange of Customer Data and rely on Google’s:

(a) commonly accepted security features, including anti-virus, file inspection, and filtering of known bad IP addresses;

(b) security configuration to protect against common email exploits, including spoofing, anonymous relay functionality, directory harvesting, and denial of service attacks;

(c) encryption method for web client connectivity to email systems; and

(d) encryption method for Customer Data in transit and at rest.

10. System Acquisition, Development and Maintenance

10.1. Taxlab performs penetration testing for the Subscription Services annually and when significant changes are made to the Subscription Services. Testing includes relevant Open Web Application Security Project Top 10 vulnerabilities. Any vulnerability identified during the testing which is defined as “critical” or “high” risk is addressed within 10 Business Days. All other vulnerabilities that do not fall within these categories are addressed within 30 days.

10.2. Upon request by the Customer, Taxlab may provide complete testing results, which include the number of critical, high, and medium severity findings; the name of the third party tester; and the date of such third-party testing.

10.3. Taxlab relies on Microsoft Azure Platform as a Service (PaaS) which has a patch and vulnerability management process to identify, report, and remediate system and application vulnerabilities by:

(a) performing vulnerability scans on a monthly basis and during any major system or application updates;

(b) implementing vendor patches or fixes; and

(c) developing procedures to address the remediation of identified vulnerabilities.

The procedures are approved by the application or system owner and by implemented commensurate with the level of risk.

10.4. Taxlab uses Microsoft Defender on all workstations and on our Azure environment we use PaaS which is managed by the Azure platform.

10.5. Taxlab generates administrator and event logs for systems and applications that store, allow access to, or process Customer Data. Logs are archived for a minimum of 180 days. Logs for all application, systems, or infrastructure that support, process, or store confidential or highly confidential Customer Data are archived for at least one year. Logs capture date, time, user ID, device accessed, and port used. Logs capture key security event types (e.g., critical files accessed, user accounts generated, multiple failed login attempts, events related to systems that have an Internet connection). Access to modify system logs are restricted. Logs can be provided to Customer upon request. Taxlab uses Azure Sentinel, which is a cloud-native security information and event manager platform with built in artificial intelligence, to review system logs in real time to identify system failures, faults, or potential security incidents affecting Customer Data. Corrective actions are taken to resolve or address issues within any required timeframes.

10.6. The hardware, software, and service procurement process is documented and includes identification and evaluation of information security risks.

10.7. Taxlab has formal, documented change control procedures to manage changes to information systems, supporting infrastructure, and facilities.

10.8. Taxlab logically or physically separate environments for development, testing, and production. User access to environments and Customer Data, is restricted and segregated, based on job responsibilities. User access to program source code is restricted and tracked.

10.9. Secure system engineering and coding practices have been established, documented, and integrated within the system development life cycle. Developers attend secure development training periodically.

10.10. Subscription Service changes undergo testing and meet defined acceptance criteria prior to implementation. Testing includes relevant security controls. Changes that have a major impact on Customer Data will be communicated to Customer with a minimum of 30 days’ notice prior to release.

10.11. Customer Data for use in a production environment will not be used within a test environment without written permission from the Customer and Taxlab executive leadership. If usage is approved, data will be masked (e.g. obfuscated, Sanitised, de-identified, Anonymised) or the non-production environment will have security controls equivalent to those within the production environment.

10.12. Source code undergoes automated static source code analysis and vulnerability remediation prior to implementation. Post-implementation testing shall occur subsequent to system changes, to validate that existing applications and security controls were not compromised.

10.13. Taxlab monitors outsourced system development activities, subject to third party supplier management controls.

11. Supplier Relationships

11.1. Supplier agreements with third parties processing Customer Data includes appropriate information security, confidentiality, and data protection requirements. Agreements with such parties are reviewed periodically to validate that information security and data protection requirements remain appropriate. Taxlab reviews its third parties’ information security controls periodically and validates that these controls remain appropriate according to the risks represented by the third party’s handling of Customer Data, taking into account technology needs and the costs of implementation.

11.2. Taxlab restricts third party access to Customer Data. When access to Customer Data is necessary for performance by third parties of the supplier agreements with those third parties, Taxlab will:

(a) provide the Customer with a list of third parties with required access to the Customer Data when requested by the Customer;

(b) permit access to Customer Data only as necessary so that the relevant third party can perform its obligations under the relevant supplier agreements; and

(c) record third party access to Customer Data within system logs, subject to Taxlab’s controls for logging and monitoring.

12. Information Security Incident Management

12.1. Taxlab maintains a formally documented incident management policy that includes:

(a) clearly defined management and user roles and responsibilities;

(b) a reporting mechanism for suspected vulnerabilities and events affecting the security of Customer Data (including reporting of suspected unauthorised or unlawful access, disclosure, loss, alteration, and destruction of Customer Data);

(c) procedures for assessment of, classification of, and response to, security incidents within reasonable timeframes and proportionate to the nature of the security incident and the harm, or potential harm, caused;

(d) procedures for notification to relevant authorities as required by law, within the timeframes required by law;

(e) procedures for forensic investigation of a security incident; and

(f) a process for incident and resolution analysis designed to prevent the same, or similar, incidents from happening again.

12.2. Taxlab maintains a security incident tracking system that documents the following items for each security incident affecting Customer Data:

(a) incident type, including how and where the incident occurred;

(b) whether there has been any unauthorised or unlawful access, disclosure, loss, alteration or destruction of Customer Data;

(c) the Customer Data affected by the incident, including the categories of any Personal Data affected;

(d) the time when the incident occurred, or is estimated to have occurred; and

(e) remediation actions taken to prevent the same, or similar, incidents from happening again. Incident documentation is reviewed periodically to validate response and resolution.

12.3. If a security breach results in loss, destruction or damage to Customer Data, Taxlab will notify Customer within 24 hours after Taxlab becomes aware of the breach.

12.4. Taxlab supports any investigation (e.g., by the Customer, law enforcement, or regulatory authorities) that involves the Customer Data. Forensic procedures will be developed to support incident investigation. Engagement with a forensic specialist would be considered. Integrity of event and system log data shall be forensically maintained. Local legal requirements will be followed.

13. Information Security Aspects of Business Continuity Management

13.1. Taxlab performs business continuity risk assessment activities to determine relevant risks, threats, impacts, likelihood, and required controls and procedures. Based on risk assessment results, Taxlab documents, implements, annually tests and reviews business continuity and disaster recovery plans to validate the ability to restore availability and access to Customer Data in a timely manner in the event of a physical or technical incident that results in loss or corruption of Customer Data. Business continuity and disaster recovery plans include:

(a) availability requirements for Customer’s services, specifying critical systems and agreed upon recovery points (RPO) and recovery time objectives (RTO);

(b) clearly defined roles and responsibilities;

(c) provisions for a geographically separate alternate site subject to physical and environmental controls; and

(d) backup and restoration procedures that include Sanitisation, disposal, or destruction of data stored at the alternate site.

For the provision of the Subscription Services, the target RPO is no more than 1 hour and the target RTO is no more than 4 hours.

13.2. Information backup procedures and media include:

(a) strong encryption technology;

(b) integrity validation;

(c) reconciliation with disaster recovery requirements; and

(d) secure offsite storage supporting availability requirements.

14. Compliance

14.1. Taxlab periodically reviews whether its systems and equipment storing, enabling access to, or otherwise processing Customer Data comply with legal and regulatory requirements and contractual obligations owed to the Customer. Upon request, Taxlab may allow the Customer to monitor and assess adherence to contractual requirements, including information security controls. Taxlab may also make relevant documentation, reports, and/or evidence available for review. All disclosed information is subject to the confidentiality obligations under clause 9 of the Agreement and all requests must be commercially reasonable.

14.2. Taxlab reviews the technical and organisational controls implemented to protect Customer Data for compliance with agreed-upon information security controls at least annually and the report results may be made available to the Customer upon request.

14.3. Taxlab maintains current independent verification of the effectiveness of its technical and organisational security measures, including ISO 27001 certification. The independent information security review is performed at least annually.

14.4. Taxlab complies with a documented termination or conclusion of service process. Non-disclosure and confidentiality responsibilities with respect to Customer Data remains in place following Agreement termination or conclusion. A primary point of contact will be identified to support the service termination process. Taxlab communicates agreement termination or conclusion to relevant employees and stakeholders. Taxlab revokes access to the Subscription Services promptly upon completion or termination of the Agreement.

15. Insurance

15.1. During the term of this Agreement, and for a period of six years thereafter in the case of policies written on a “claims made” basis, Taxlab maintains in force with a reputable and financially sound insurance company, at least the following insurance policies (Required Policies):

(a) public and products liability insurance in an amount of NZD$20 million in the aggregate; and

(b) professional indemnity insurance in an amount of NZD$5 million in the aggregate.

15.2. In addition to the Required Policies, Taxlab maintains in force with a reputable and financially sound insurance company workers’ compensation insurance in accordance with applicable legislation and/or awards.

15.3. Taxlab may provide Customer certificates of currency for the Required Policies upon written request.

15.4. If for any reason an insurer cancels, or fails or declines to renew, a Required Policy, then Taxlab will, at its own cost, as soon as reasonably practicable purchase a replacement policy and ensure that the replacement policy includes “prior acts coverage endorsement” effective from the date on which the previous Required Policy ceased to take effect.

Extended Support Services

Introduction

This Extended Support Services and Service Levels Schedule was last updated on 1 April 2021.

This Extended Support Services and Service Levels Schedule (SLA Schedule) is not standard and applies only to Customers who have subscribed to the Extended Support Services and Service Levels Schedule in accordance with clause 16.2 of the Taxlab Terms of Use (http://www.taxlab.online/taxlab-terms/lab-terms/).

Taxlab may update and/or vary the terms set out in this Extended Support Services and Service Levels Schedule from time to time provided that if the changes materially degrade the level of support, Taxlab will provide Customer at least 30 days’ prior written notice (including by email) of such changes.

1. Definitions and Interpretations

1.1 For the purposes of this SLA Schedule:

Disengagement Period has the meaning set out in clause 4.3 of this SLA Schedule;

Disengagement Services has the meaning set out in clause 4.2 of this SLA Schedule;

Extended Support Services means:

(a) advice in relation to the use and operation of the Subscription Services;

(b) the investigation, diagnosis and resolution of Faults; and

(c) the provision of an online knowledge base including self-help for Authorised Users and a known issues register;

Fault means a failure of the Subscription Services to function substantially as described in the Documentation or published specifications, such Fault to be reported by Customer;

Fault Classification means the classifications specified in the table below:

Fault Classification	Type Descriptions	Target First Response Time (Normal Business Hours)	Target Resolution Time (Normal Business Hours)
1 – Urgent	Taxlab is unavailable.	30 minutes	4 hours
2 – High	Taxlab is experiencing major functionality Faults; or is materially impacted and not working in accordance with the technical specifications in the Documentation; or significant performance degradation is experienced so that critical business operations cannot be performed.	30 minutes	24 hours
3 – Medium	Taxlab is available but there are functional Faults with a workaround meaning the user can proceed albeit at a slower pace or the Faults only affect a small number of users.	1 hour	5 days
4 – Low	A Fault that is impacting a user with a loss of functionality where straightforward workaround is possible or the Fault has a minor impact on user.	8 hours	90 days

First Response Time means the time elapsed from when Customer reports a Fault to Taxlab via the Helpdesk Channels to the time when Taxlab notifies Customer that it has received that report by acknowledgement by email or over the phone;

First Response Time Commitment has the meaning set out in clause 3.2 of this SLA Schedule;

Helpdesk Channels has the meaning set out in clause 2.1 of this SLA Schedule;

Minimum System Requirements has the meaning set out in clause 2.2(e) of this SLA Schedule;

Normal Business Hours means 8.30 am to 5.30 pm on a day other than a Saturday, Sunday or public holiday in:

(a) New Zealand Time (observing daylight savings time changes), where the Taxlab Entity is Taxlab New Zealand; or

(b) all Australian time zones (observing daylight savings time changes), where the Taxlab Entity is Taxlab Australia;

Service Levels has the meaning set out in clause 3.1 of this SLA Schedule;

Service Level Credit has the meaning set out in clause 3.1 of this SLA Schedule;

Successor Supplier has the meaning set out in clause 4.1 of this SLA Schedule;

Resolution Time means the time elapsed from when Customer reports a Fault to Taxlab via the Helpdesk Channels to the time when Taxlab resolves the Fault permanently or through a workaround;

Uptime Commitment has the meaning set out in clause 3.3 of this SLA Schedule.

2. Extended Support Services

2.1 Taxlab will provide the Extended Support Services to Authorised Users during Normal Business Hours though the e-mail and telephone helpdesk channels specified at www.taxlab.online/contact-taxlab/, as may be updated from time to time (Helpdesk Channels).

2.2 The Extended Support Services do not include services provided by Taxlab relating to or resulting from:

(a) misuse of the Subscription Services or failure to use the Subscription Services in accordance with the Documentation or this Agreement;

(b) unauthorised attempts to repair, replace, modify or maintain the Subscription Services by persons other than Taxlab;

(c) support provided outside Normal Business Hours;

(d) fluctuations in external power supplies or faults in communications networks; and

(e) failure by Customer to operate the Subscription Services in accordance with the minimum system requirements specified at www.taxlab.online/taxlab-security/, as may be updated from time to time (Minimum System Requirements).

2.3 Customer or its Authorised Users will:

(a) promptly report to Taxlab full details of all Faults which Customer discovers to assist with diagnosing and resolving Faults including the specific entity impacted, the likely impact on other entities and users, the estimated number of users impacted and the contact details for any relevant Authorised Users where relevant;

(b) make all reasonable efforts at investigation and diagnosis of Faults before contacting Taxlab;

(c) maintain a list of all Subscription Services problems to assist with the diagnosis and resolution of Faults; and

(d) when notifying Taxlab of Faults, correctly classify the nature and severity of the Fault in accordance with the Fault Classifications. If Customer or its Authorised User do not classify the Faults in accordance with the Fault Classification table above, Taxlab will endeavour to correctly classify the Fault in accordance with the above table based on the information provided.

2.4 Authorised Users may also use Helpdesk Channels to request new features.

2.5 All requests made through the Helpdesk Channels that do not fall into the Fault Classification table categories will be treated as a feature request not subject to Target First Response Times or Target Resolution Times.

2.6 Taxlab agrees to use a professional support ticketing system for Extended Support Services and to monitor performance against Target First Response Times and Target Resolution Time in accordance with good industry practices.

2.7 Taxlab may, from time to time, publish reports that address performance with respect to response and resolution metrics at www.taxlab.online or through another mutually agreed method.

3. Service Levels, Service Level Credits and Remedies

General

3.1 Taxlab will provide the Subscription Services to meet the service levels as agreed to by the parties in this Schedule (the Service Levels). If Taxlab fails to meet any Service Level, then Taxlab will pay or credit Customer for the amounts provided in this Schedule for the applicable failure (each, a Service Level Credit).

Extended Support Services Commitment

3.2 Taxlab will use commercially reasonable efforts to ensure the Target First Response Time is met at least 99% of the time during any monthly billing cycle (the First Response Time Commitment). If Taxlab does not meet the First Response Time Commitment over three consecutive monthly billing cycles, this will be considered a material breach of this Agreement provided Customer delivers notice to Taxlab to that effect within one billing cycle following the month in which this occurred. Taxlab does not guarantee to meet Target Resolution Times because of the inherent unknown nature of what they may be and what the effort may be to resolve them.

Uptime Commitment

3.3 Taxlab will use commercially reasonable efforts to ensure the Subscription Services are available twenty-four hours a day, seven days a week with a Monthly Uptime Percentage of at least 99.99% during any monthly billing cycle (the Uptime Commitment). If Taxlab does not meet the Uptime Commitment, Customer will be eligible to request a Service Level Credit.

For example, in a 31 day monthly billing cycle with no Excluded Events a Monthly Uptime Percentage of 99.99% means a commitment that Customer will experience no more than 4min and 28sec of Downtime.

Monthly Uptime Percentage

3.4 The Monthly Uptime Percentage is calculated by subtracting the percentage of Downtime minutes during the monthly billing cycle from 100.00%.

3.5 Downtime means when the Subscription Services are unavailable for multiple users due to Taxlab’s fault excluding Excluded Events.

3.6 Excluded Events means scheduled Downtime, unavailability caused by a failure of a Third Party Provider, unavailability caused by a Force Majeure Event and/or unavailability caused by a failure of Customer to operate the Subscription Services in accordance with the Minimum System Requirements.

Monitoring the Uptime Commitment

3.7 Taxlab agrees to monitor availability of the Subscription Services in accordance with good industry practice, and to provide Customer with information about how Taxlab’s monitoring systems work as requested by Customer from time to time.

Reporting on the Uptime Commitment

3.8 Taxlab may, from time to time, publish reports that address performance with respect to the Uptime Commitment at www.taxlab.online or through another mutually agreed method.

Service Level Credits and Material Breach

3.9 A Service Level Credit means a credit (denominated in the same currency in which the Subscription Fees are charged) in accordance with the following table:

Monthly Uptime Percentage of	Customer will be eligible for a Service Level Credit equal to
Less than 99.99% but greater than or equal to 99.90%	10% of that monthly billing cycle’s Subscription Fees
Less than 99.90% but greater than or equal to 99.00%	30% of that monthly billing cycle’s Subscription Fees
Less than 99.00% but greater than or equal to 95.00%	60% of that monthly billing cycle’s Subscription Fees
Less than 95.00%	100% of that monthly billing cycle’s Subscription Fees

For example, in a 31 day monthly billing cycle with no Excluded Events if there were 25 minutes of Downtime the Monthly Uptime Percentage would be 99.94% and Customer would be eligible to request a Service Level Credit for 10% of Customer’s Subscription Fees for that monthly billing cycle.

3.10 Customer is not entitled to any Service Level Credit if it is in breach of the Agreement (including Customer’s payment obligations) at the time of the occurrence of the Downtime minutes that would otherwise have given rise to a Service Level Credit.

3.11 If the Monthly Uptime Percentage is less than 95.00% in a monthly billing cycle this will also result in a material breach of this Agreement provided Customer delivers notice to Taxlab to that effect within one billing cycle following the month in which this occurred.

Credit Request and Payment Procedures

3.12 To receive a Service Level Credit, Customer must submit a claim by emailing accounts@taxlab.online. To be eligible, the credit request must be received by Taxlab within one billing cycle following the month in which the Downtime occurred and must include the words “SLA Credit Request” in the email subject line and the dates and times of Downtime that Customer is claiming.

3.13 If the Monthly Uptime Percentage of such a request is confirmed by Taxlab and is less than the Uptime Commitment, then Taxlab will issue the Service Level Credit to Customer within one billing cycle following the month in which Customer’s request is confirmed by Taxlab. Taxlab will apply any Service Level Credit to the next invoice(s) issued to Customer. If any credits remain upon expiration or termination of the Term, then Taxlab will refund Customer the credit amount.

Sole Remedies in Relation to the Uptime Commitment

3.14 Customer’s rights to a Service Level Credit or material breach of this Agreement in relation to the Uptime Commitment are Customer’s sole and exclusive remedy for any failure by Taxlab to meet the Uptime Commitment. The maximum total Service Level Credit for failure to meet the Uptime Commitment for any given monthly billing cycle will not exceed 100% of the Subscription Fees in that monthly billing cycle.

4. Disengagement Services

4.1 Following termination or expiry of this Agreement for any reason other than termination by Taxlab for cause, Taxlab will perform the Disengagement Services to facilitate the removal of Taxlab and/or the transition to a replacement supplier (Successor Supplier) by the end of the Disengagement Period when requested to do so by Customer in writing.

4.2 The disengagement services include the following (Disengagement Services):

(a) Taxlab continuing to perform its obligations under this Agreement in accordance with this Agreement to the extent required to provide the Disengagement Services;

(b) Taxlab ensuring that during the Disengagement Period there is no degradation or interruption to the Subscription Services in accordance with the Agreement; and

(c) Taxlab doing all things reasonably requested by Customer to enable Customer to transition to a Successor Supplier, including:

(i) providing Customer with such information about the Subscription Services that is reasonably necessary to ensure a seamless transition to a Successor Supplier; and

(ii) providing Customer with an export of applicable Customer Data back to a format agreed by both parties.

4.3 The disengagement period (Disengagement Period) commences on the earlier of:

(a) the date notified by Customer to Taxlab, which date must not be earlier than 3 months prior to the date of expiry or termination of this Agreement; and

(b) the date on which such expiry or termination occurs.

4.4 The Disengagement Period ends when Customer terminates the Disengagement Period by giving Taxlab at least 14 days’ notice of such termination, which date must not be more than 6 months after the date on which this Agreement expired or was terminated.

4.5 Customer must continue to pay the Subscription Fee during the Disengagement Period in accordance with this Agreement.

4.6 To the extent that any termination or disengagement assistance provided at Customer’s request does not otherwise form part of Taxlab’s obligations under this Agreement, Customer must pay for such assistance in accordance with Taxlab’s normal hourly rates of NZD$250/hour.

5. Update, Upgrades and Variations to the Subscription Services

5.1 Under clause 4.4 of the Agreement, Taxlab may update, upgrade and/or vary the Subscription Services at any time. In addition to Tablab’s obligations under clause 4.4 of the Agreement, Taxlab agrees that it will give 90 days’ prior written notice of any changes that:

(a) materially decrease the functionality of the Subscription Services or adversely impact its performance;

(b) remove or disable functionality of the Subscription Services without providing equivalent functionality except to the extent that such functionality is:

(i) no longer required due to changes to legislation; or

(ii) no longer commercially viable for Taxlab.

This Privacy Policy was last updated on 1 April 2021.

See archived versions

Welcome to “Taxlab”, an online software system designed specifically for businesses and accountants for tax compliance and certain statutory financial reporting (referred to in the Terms of Use and this Privacy Policy as the Subscription Services).

This Privacy Policy sets out our, and your, rights and obligations in relation to personal information provided through the use of the Subscription Services. Please read this Privacy Policy carefully before registering to use the Subscription Services. By using the Subscription Services you agree to follow and be bound by the terms and conditions of Taxlab’s Terms of Use (including this Privacy Policy). If you do not agree to all the Terms of Use (including this Privacy Policy), you must not use the Subscription Services. Capitalised terms used in this Privacy Policy have the same meanings as set out in the Terms of Use (unless otherwise defined in this Privacy Policy).

This Privacy Policy may be varied by us at any time, effective upon the posting of modified terms on the Taxlab Website, within the Subscription Services, or as otherwise notified to you in writing (including by email). You will ensure that you have read, understood, and agree to the most recent terms posted on the Taxlab Website, within the Subscription Services, or as otherwise notified to you.

1. Collection

1.1 We may gather two types of information about you from the Subscription Services:

(a) personal information, provided by you both at the time of registration in order to use the Subscription Services and also when you use the Subscription Services; and

(b) aggregate and/or anonymised information generated by our systems which track traffic to the Subscription Services but do not relate to you personally. Failure to provide necessary personal information when requested may result in certain services not being available to you.

1.2 Information collected may include:

(a) your personal details, such as your first and last names, email and physical addresses, and payment card or account details;

(b) your IP address;

(c) information about the web browser used to access the Subscription Services;

(d) information about content you access on the Subscription Services; and

(e) any other information relating to you that you provide to us through other methods or that is publicly available.

2. Disclosure

2.1 We may disclose:

(a) any information that we gather about you to third parties for the purposes of providing the Subscription Services to you, together with any additional services we consider are appropriate;

(b) aggregate tracking information and other information that does not personally identify you, to third parties;

(c) your personal information to third parties, when we believe in good faith that we are required to do so by law;

(d) your personal information to third parties, provided we have your prior authorisation which we will obtain at the time of collecting the information from you. Your personal information may be transferred to third parties located in other countries that may not be required to protect your personal information in a way that, overall, provides comparable safeguards to those provided under the privacy laws of the Jurisdiction you reside in. However, our policy is to only work with reputable third party suppliers who have appropriate information security credentials such as ISO27001:2013 or equivalent.

2.2 We may engage other companies and individuals to perform services for us (including some who might be located outside Australia or New Zealand). Examples include providing hosting and web services, sending communications, analysing data, providing marketing assistance, and processing card payments. We will ensure that they agree to use personal information only as required to provide their services (and not for other purposes), and that they comply with applicable privacy laws.

3. Use

3.1 We use the personal information we collect:

(a) to verify your identity and assist you if you forget your password or registered user login details;

(b) to assist you in using the Subscription Services;

(c) to enhance the delivery of the Subscription Services;

(d) to contact you in relation to the use of the Subscription Services;

(e) to provide further information to you about suppliers or other websites and services which we consider may be of interest to you;

(f) for future marketing, promotional and publicity purposes, including to carry out direct marketing, market research and surveys;

(g) for ensuring that you are shown the information that is most relevant to you and your interests;

(h) to develop and improve the Subscription Services, products and services;

(i) to comply with our legal obligations; and

(j) for any other use that you authorise.

4. Cookies and tracking

4.1 We may use a cookie file containing information that can identify details of your IP address, device platform (e.g., Windows, Mac OS, iOS or Android), browser (e.g., Internet Explorer, Edge, Safari, Chrome or other, plus the version of browser), domain (whether you are accessing the Subscription Services from New Zealand or Australia or elsewhere) and other user information (e.g., your username). We may use the information generated by cookies to:

(a) track traffic patterns to and from the Subscription Services;

(b) ensure any advertising or communications are being shown to the most appropriate person; and

(c) enable you to enter the Subscription Services and use certain services and to visit registered user only areas of the Subscription Services. You can choose to refuse cookies by turning them off in your browser and/or deleting them from your hard drive. You do not need to have cookies turned on to use the Subscription Services, but you will need them to log on to the Subscription Services and to access personalised or secure content on the Subscription Services. Some pages may not function properly if the cookies are turned off.

5. Content providers, Advertisers and Partners

5.1 We do not control the practices of content providers, advertisers, partners and other third parties connected with the Subscription Services and to whom you provide personal information whilst using the Subscription Services. The Subscription Services may contain links to other sites, which may not follow the same privacy policies that we adopt. We recommend that you check any relevant privacy policies before providing your personal information to any third party.

6. Opting in and opting out

6.1 If our intended collection, use or disclosure of your personal information is outside the collection, use or disclosure set out in this Privacy Policy, we will give you the option to:

(a) opt out and not receive certain services or participate in certain interactive areas; or

(b) opt in to agree to be contacted by us in relation to certain matters such as notification of new features to the Subscription Services, beta testing or promotional activities.

6.2 You have the option to choose not to receive certain types of communications from us. Any marketing communications we send will always contain a link at the bottom enabling you to unsubscribe. If you elect not to receive communications or ask to be removed from a mailing list, we may still send you communications where necessary to provide you with important information about details of or changes to the Subscription Services you receive from us.

7. Holding, correcting and updating

7.1 Any personal information that you provide to us will be collected and held by us at nominated datacentres from which we provide the Subscription Services. If you are an individual, in accordance with the privacy laws of the Jurisdiction you reside in, you may have rights of access to and correction of personal information that we hold. We offer the ability to correct or change the information collected at any time and as often as necessary. If you have any questions about how our services work or regarding this Privacy Policy, please contact us by sending an email to privacyofficer@taxlab.online.

8. Contact information

8.1 If you would like to contact us about this Privacy Policy, please email us at privacyofficer@taxlab.online.

Subprocessors

This subprocessors list was last updated on 21 February 2024.

Subprocessor list

Taxlab uses third-party subprocessors to help provide our services in accordance with the Taxlab Terms of Use (http://www.taxlab.online/taxlab-terms/) and Taxlab’s Privacy Policy (www.taxlab.online/taxlab-privacy-policy/). These third-party subprocessors process data that you input, which may include personal data.

SUBPROCESSOR	PURPOSE	DATA STORAGE LOCATION
Microsoft	Microsoft Azure Platform for hosting, application deployment and cloud data storage for Taxlab applications	Australia East
Google	Google Workspace for email, office applications including file storage	United States & EU
Backupify	Backup for Google Workspace	Australia
Freshdesk	Support ticketing	United States
Pipedrive	Client relationship management	United States
MailChimp	Customer notification email automation and email marketing	United States

PS 3: Terms of Engagement

Information in respect of Chartered Accountants Australia and New Zealand (“CA ANZ”) – New Zealand Professional and Ethical Standards – PS 3: Terms of Engagement – R2.7 Services from a service provider:

INFORMATION	DISCLOSURE	REFERENCE
Service provider	Taxlab Limited	Taxlab Terms of Use
Service used	Taxlab is an online software system designed specifically for businesses and accountants for tax compliance and certain statutory financial reporting	Taxlab Terms of Use
Customer data storage	Please refer to our subprocessor list above for the location of customer data storage	Subprocessor list above
Other information	Inland Revenue has approved Taxlab Limited to store electronic records outside of New Zealand pursuant to section 22(8)(a) of the Tax Administration Act 1994

360 Network agreement

Last updated on 1 July 2024

From 1 July 2024 we’re updating this agreement in accordance with clause 1.3 to reflect rebranding to TaxLab 360 Network. Please refer here for current pricing which is in place until 30 June 2024.

1. Purpose

1.1. TaxLab Limited (“we” or “us”) welcomes you to apply to join the TaxLab 360 Network (the “Network”) to receive the benefits as a registered 360 Network member (a “Member”).

1.2. By applying to join the Network you are agreeing to the terms and conditions set out in this TaxLab 360 Network Agreement (“this agreement”), which become effective immediately upon you being accepted into the Network.

1.3. TaxLab may vary this agreement by giving 60 days written notice, effective upon the posting of modified terms on TaxLab’s website and notifying you in writing (including by email) that modified terms are available to view. You will ensure that you have read, understood and agreed to the most recent terms posted on the TaxLab website and notified to you.

2. Prerequisites

2.1. To be considered as a Member for the Network, your organisation must:

(a) apply in writing to legal@taxlab.online;
(b) maintain a current TaxLab software subscription; and
(c) have at least one staff member that TaxLab has certified as having a high standard of knowledge of TaxLab products.

2.2. We reserve the right to accept or decline any organisation as a Member of the Network at our discretion and regardless of whether or not the prerequisites are met.

3. Background

3.1. We regularly receive requests for a free demonstration of our products, and then to provide training and / or setup services once a sale is made. The requests come to TaxLab from a variety of sources including:

(a) TaxLab website enquiries;
(b) TaxLab marketing initiatives;
(c) TaxLab general brand awareness activities; and
(d) word of mouth referrals from existing TaxLab clients and their advisors.

3.2. We prefer tax professionals to provide these demonstration, training and / or setup services under their normal engagement terms as opposed to providing such services ourselves.

4. Benefits to your organisation

4.1. As a tax professional, the benefits for you in providing TaxLab product demonstrations to potential new clients, as well as your existing clients include:

(a) TaxLab product demonstrations provide client facing opportunities where you can demonstrate your value-added approach to tax compliance, and that technology is part of your toolkit for providing ongoing services;
(b) they provide the best opportunity for you to inform the client about your TaxLab training / setup services and how this will help with ongoing tax compliance services; and
(c) providing training / setup services provides client work for your organisation and will often uncover tax issues that can be resolved as part of the setup, ensuring that ongoing tax compliance runs smoothly.

4.2. As a Member you will receive benefits that are only available through the Network, including:

(a) referrals from TaxLab where an organisation would like to meet you for a demonstration of TaxLab products;
(b) referrals from TaxLab where an organisation would like you to provide TaxLab product training or setup services; and
(c) promotion of your organisation as a Member on our website and during our sales and marketing activities (in each case, as approved by you).

4.3. For the avoidance of doubt, as a TaxLab Partner, you are not entitled to any software subscription or other revenue that is received by us.

5. Promotional activities

5.1. We will list your organisation as a TaxLab Partner on our website and promote you as a TaxLab Partner through our sales and marketing activities (in each case, as approved by you) and in order to do so you grant us the non-exclusive right to use your name, trade marks, logos and any other branding you provide us for this purpose. We will act strictly in accordance with any brand approval processes and brand requirements set by you from time to time.

5.2. In return, you will promote TaxLab to existing and potential new clients, where TaxLab would be an appropriate option for the client to consider, consistent with your professional and ethical obligations. We grant you the non-exclusive right to use our name, trade marks, logos and other branding solely in relation to the promotion of TaxLab, and in accordance with any guidelines set by us from time to time.

5.3. We will assist you in promoting your services around training and set-up to allow clients to make an informed decision around their training and set-up needs. We will make time available to assist you with any activities that include promotion of TaxLab, including providing content for proposals or client communications.

5.4. To ensure your staff are equipped to discuss TaxLab with clients, we will provide training and supporting materials on a regular basis. In return, you will ensure that your staff are familiar with TaxLab products and have access to any training and materials we provide.

5.5. Neither party will send unsolicited electronic messages to multiple unrelated recipients in promoting the other party, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this agreement.

5.6. Both parties will conduct their business in a manner that reflects favourably at all times on the other party and their good name, goodwill and reputation and not enter into any contract or engage in any practice detrimental to the interests or the service of the other party.

5.7. Both parties will avoid deceptive, misleading or unethical practices that are, or might be, detrimental to the other party, their service, or the public and will not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to the other party or their service.

5.8. Both parties will ensure they have the right to use and a right provide to another party (without infringing any third party’s rights) any content for client proposals and other sales and marketing materials made available from time to time.

6. Referrals from TaxLab

6.1. When we receive a request for a demonstration, or for training or setup services, we will present the client with a list of Members. We will generally recommend the client consider its existing advisor if they are on the list. We will then provide a referral in accordance with the client’s preference.

6.2. While we will only promote and include Members on this list, we will respect a client’s wishes if the client wishes to use an alternative provider.

6.3. We will endeavour to qualify referrals before providing them to you to ensure there is a reasonable likelihood of you gaining value from an initial client meeting or any demonstration.

6.4. You have the right to refuse any referral from us for any reason.

6.5. When you accept a referral from TaxLab, you will make initial contact with the client within 2 working days and to book a product demonstration or meeting within a reasonable timeframe, ideally within 10 working days of making initial contact. You also agree to respond to client questions within reasonable timeframes, ideally less than 4 working days and to request assistance from TaxLab for any questions you are unsure of or cannot answer. We reserve the right to refer the client to another Member if you have not moved on a referral within reasonable timeframes, but will discuss this with you before doing so.

7. Referrals from your organisation

7.1. For opportunities generated by you within your existing client base or as a result of your own networks, we encourage you to pursue these without intervention from us, unless you request otherwise. This includes carrying out a demonstration of TaxLab products, interacting with the decision makers progressing the sale process.

7.2. You agree to refer client inquiries for tax software to us where you do not wish to pursue the opportunity directly for any reason (where TaxLab would be an appropriate option for the client to consider, consistent with your professional and ethical obligations).

7.3. We will provide you with sales materials including recorded video demonstrations of our products that you can share with clients to enable you to quickly qualify client interest without overinvesting time.

8. Product demonstrations

8.1. You agree that TaxLab demonstrations will only be carried out by staff that we have certified as having a high standard of knowledge of TaxLab products. We will provide your staff with any training and materials needed to ensure that demonstrations are comprehensive and efficient. We may also make ourselves available to attend demonstrations provided that you give us reasonable notice.

8.2. You agree to direct clients to our website to answer any questions about pricing, IT and security or our terms of use, as all of these may change over time.

8.3. You will inform each client that wishes to use TaxLab that it must enter into a software subscription agreement with us for the use of TaxLab by opening an account and subscribing to TaxLab.

8.4. You will not make any representations, warranties, guarantees or other commitments with respect to the specifications, features or capabilities of TaxLab which you know to be incorrect or otherwise incur any liability on our behalf.

9. Training and set-up services

9.1. You agree that training and set-up services will only be carried out by staff that we have certified as having a high standard of knowledge of TaxLab products and an understanding of our training and setup procedures We will provide your staff with any training and materials needed to ensure that your staff can provide such services comprehensively and efficiently. We may also make ourselves available to attend trainings or setups provided that you give us reasonable notice.

9.2. TaxLab agrees to discuss any training or set-up with you prior to your staff carrying out the work to assist with any potential issues or barriers to a smooth set-up.

9.3. You agree that any services you provide to your clients are to be provided under your own client engagement procedures and documentation and that TaxLab has no responsibility or liability for any services you provide – you will ensure that you inform your clients of this and that they understand there is no contractual relationship between your client and us in relation to any services that you provide.

9.4. You will be responsible for any direct cost, loss or damage we incur arising out of or in connection with any third-party claim made against us in relation to the services that you provide. However, you will assume no risk for the software itself, as this will be covered under the terms and conditions between TaxLab and the client and we will be responsible for any direct cost, loss or damage you incur arising out of or in connection with any third-party claim made against you in relation to the software. In terms of each party’s liability to the other under this clause, we agree that each party will only be liable to the other for the proportion of legally payable amounts that the party has directly caused.

10. Communication and co-ordination

10.1. To aid the communication process, we will appoint an account manager to your organisation to liaise with your people and keep in regular contact with you around the progression of opportunities. In return, we ask that you nominate a primary contact within your organisation for us to liaise with.

11. No Exclusivity

11.1. One of our guiding principles is that all New Zealand taxpayers should have the opportunity of benefiting from the most sophisticated and most appropriate tax compliance system available to them. As such, the Network will not be exclusive in any way to either party. We will not be restricted from signing other organisations to the Network and your organisation will not be restricted from entering into similar arrangements with other parties. We will keep you informed of the new Members we sign up to the Network to enable you to meet your conflict and independence obligations.

12. TaxLab’s Terms of Use

12.1. This agreement applies in addition to TaxLab’s software terms of use (including any variations agreed with you), which covers intellectual property rights and confidentiality between both parties, which will apply to any dealings between TaxLab and you under this agreement. In the event of any inconsistency between this agreement and our software terms of use (including any variations agreed with you), the software terms of use (as varied) will apply.

13. Relationship of parties

13.1. This Agreement does not in any way result in an agency, partnership, joint venture or employment relationship. Neither party is authorised to create any obligation, express or implied, on behalf of the other party.

14. Termination

14.1. Either party may terminate this agreement:

(a) for any reason by providing 30 days’ prior written notice to the other party; or
(b) immediately if the other party is in material breach of the agreement and either the breach is incapable of remedy or is not remedied within 7 days of the breach being notified.

14.2. You may terminate this agreement immediately if:

(a) you conclude that the existence of this agreement constitutes (or may constitute) actual (or the appearance of) impairment of independence with respect to a “restricted entity” from whom you must be independent; or
(b) if circumstances arise that would make continuation of all or any portion of this agreement conflict with any other applicable law, rule, or other professional regulation or standard; or
(c) for any other actual or perceived conflict of interest for your organisation.

Interface Terms of Use

These Interface Terms of Use were last updated on 21 June 2018.

Welcome to Taxlab, an online software-as-a-service system designed to assist you with accounting and tax compliance.

These Interface Terms of Use set out our, and your, rights and obligations in relation to interfacing your Partner Application with the Taxlab Application. Please read these Interface Terms of Use carefully before interfacing your Partner Application with the Taxlab Application. By interfacing your Partner Application with the Taxlab Application you agree to follow and be bound by these Interface Terms of Use. If you do not agree to all the Interface Terms of Use, you must not interface the Partner Application with the Taxlab Application.

These Interface Terms of Use may be varied by us at any time, effective upon the posting of modified terms on the Taxlab Website or as otherwise notified to you in writing (including by email). You will ensure that you have read, understood and agreed to the most recent terms posted on the Taxlab Website or as otherwise notified to you.

1. Definitions and Interpretation

1.1 In this Agreement, unless the context requires otherwise:

Agreement means these Interface Terms of Use, the Specific Terms, and the Registration Page;

Application means any iOS, Android or other mobile app made available by Taxlab that allows Partner or Users to access the Taxlab Application;

Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand;

Commencement Date means the date you request a subscription through the Registration Page;

Confidential Information means the Partner APIs, Taxlab APIs, the Taxlab Data, the Taxlab Access Details, roadmaps or other information on upcoming releases for the Taxlab Application, Taxlab APIs or other Taxlab products, the Partner Data (if any), and all information that is by its designation or nature confidential including as applicable but not limited to results, outcomes, conclusions, experimental methods, notes, designs, records, computer programs, inventions, innovations, software, patterns, specifications, drawings, techniques, reports, know-how, data, processes, developments, formulations, applications, methods of manufacture, and graphics, and for the purposes of this Agreement will include the terms of this Agreement or the fact that an agreement between the parties may be in place, but will not include information which:
(a) is or becomes generally available to the public (other than as a result of a breach by the receiving party of clause 6);
(b) was, is, or becomes, available to the receiving party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(c) the parties agree in writing is not confidential or may be disclosed;

Intellectual Property Rights means all brand names, trade marks, service marks, trade names, logos, copyrights, patents, licences, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide;

Interface Method means one or both of the following methods by which Partner will interface the Partner Application with the Taxlab Application:
(a) use of the Taxlab APIs; or
(b) use of the Partner APIs;

Partner means the partner specified on the Registration Page;

Partner APIs means:
(a) application programming interfaces developed by or for Partner, and other tools used by Partner, as specified on the Registration Page, that allow Partner to interface its Partner Application with the Taxlab Application;
(b) a method of transferring Partner Data and/or Taxlab Data between the Partner Application and Taxlab Application using CSV or other agreed file format; or
(c) such other method agreed between the parties;

Partner Application means the software and other technology offered to customers by Partner, as described more fully on the Registration Page;

Partner Data means the data (if any) owned by or licensed to Partner as more particularly described on the Registration Page;

Purpose means the purpose set out on the Registration Page;

Registration Page means the Registration Page on the Taxlab Website https://developer.taxlab.co.nz/ or otherwise in writing where Partner registers to interface its Partner Application with the Taxlab Application, and includes any commercial, technical and/or legal terms populated by Taxlab that Partner agrees to in order to interface the Partner Application with the Taxlab Application;

Specific Terms means the specific terms (if any) set out on the Registration Page;

Taxlab, we, us and our means Taxlab Limited;

Taxlab Application means the Taxlab software-as-a-service consisting of tax provisioning, income tax returns, FBT returns and any other modules offered by Taxlab from time to time, accessible via the Taxlab Website and/or Application;

Taxlab Access Details means any details to access or use the Taxlab APIs or

Taxlab Application, including user names, passwords or API registration keys;

Taxlab Interface Fees means the fees, if any, payable for the use of the Taxlab APIs, as set out on the Registration Page, or otherwise specified by Taxlab on the Taxlab Website or in writing;

Taxlab APIs means the Taxlab application programming interfaces, and other tools made available by Taxlab, as specified on the Registration Page, that allow Partner to interface its Partner Application with the Taxlab Application;

Taxlab Data means the data owned by or licensed to Taxlab as more particularly described on the Registration Page and includes any modifications or enhancements to that data, whether developed by Taxlab, Partner or any third party;

Taxlab Website means http://www.taxlab.co.nz or any other URL address notified to Partner by Taxlab from time to time;

User means end-users of the Taxlab Application and/or the Partner Application; and

Virus means any thing or device (including any software, code, file or program) which may:
(a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device;
(b) prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or
(c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 In this Agreement, unless the context requires otherwise:
(a) words importing one gender include the others;
(b) words importing the singular or plural number include the plural and singular number respectively;
(c) headings are inserted for the sake of convenience of reference only and do not affect the interpretation of this Agreement; and
(d) a person includes any individual, corporation, unincorporated association, government department or municipal authority.

2. Licence

2.1 Taxlab Licences: In consideration for giving Users the ability to use the Taxlab Application and Partner Application seamlessly, Taxlab grants to Partner with effect from the Commencement Date a non-exclusive, non-transferable and revocable right to:
(a) interface the Partner Application with the Taxlab Application using the Interface Method;
(b) use the Taxlab APIs to enable the Partner Application to interface with the Taxlab Application where the Interface Method requires the use of those Taxlab APIs; and
(c) retrieve and use the Taxlab Data to the extent necessary to facilitate Partner’s own, or a User’s, use of the Taxlab Application through the Partner Application. Nothing in this clause permits Partner or its Users to retrieve or use any Taxlab Data that they are not authorised to access,
solely for the Purpose and subject to the terms of this Agreement.

2.2 Partner Licences: Partner grants to Taxlab a royalty-free, non-exclusive, non-transferable licence to:
(a) use the Partner Application and Partner APIs to:
(i) use and demonstrate the Partner Application and its content for the purposes of marketing, demonstrating, and making the Partner Application available, to Users;
(ii) link to and direct Taxlab Users to the Partner Application;
(iii) carry out any testing to ensure the level of usability, performance, functionality and/or security of the Partner Application as interfaced with the Taxlab Application is acceptable to Taxlab;
(b) use the Partner Data to the extent necessary to update any data in the Taxlab Application (in which case that Partner Data, to the extent it updates any data in the Taxlab Application, will be deemed to form part of the data in the Taxlab Application;
(c) refer to Partner in any marketing or publicity as a party authorised to interface the Partner Application with the Taxlab Application (including as a licensee of the Taxlab API, if applicable);
(d) publish details relating to the Partner Application, Interface Method, and Partner’s name and branding, on the Taxlab Website, promotional materials and press releases.

2.3 Updates and Modifications: Taxlab may, at its sole discretion, modify the Taxlab APIs or release subsequent versions of the Taxlab APIs. Partner may not modify the Partner APIs, or the Interface Method, without Taxlab’s prior written consent. Partner is responsible for ensuring the Partner Application interfaces with any modified or updated version of the Taxlab APIs or Partner APIs.

2.4 Discontinuation of API or right to Interface: Partner acknowledges and agrees that Taxlab may:
(a) discontinue the Taxlab APIs at any time. No such discontinuance will be a breach of this Agreement or in any way be deemed to be a termination of this Agreement; or
(b) terminate the licence(s) granted under clause 2.1 (in respect of any or all of the Interface Methods under clause 2.1) by giving Partner 5 Business Days’ prior notice, if the Partner Application does not operate with the Taxlab Application in the manner specified, or as contemplated, by Taxlab.

2.5 Fees and Payment: Partner will pay:
(a) the Taxlab Interface Fees (if any); and
(b) Taxlab for any assistance provided by it to Partner to interface the Partner Application with the Taxlab Application where specified on the Registration Page or otherwise agreed in writing. Unless otherwise agreed between the parties, the fees for such services will be charged on a time and materials basis at Taxlab’s then current standard services rates.
Taxlab will issue invoices for the fees set out in this clause and Partner will pay such invoices by the 20th of the month following the month of the invoice. If Partner fails to pay any invoice when due, Taxlab may, without liability to Partner, suspend access to all or any of the Taxlab APIs used by Partner (even if provided at no charge) and/or cease to allow any other Interface Method, until all amounts owing are paid in full. Taxlab may vary any of the Taxlab Interface Fees or other fees by giving Partner at least 30 days’ prior written notice.

3. Restrictions on use

3.1 Restrictions: Partner will not:
(a) copy, other than as permitted under this Agreement, modify, translate, reverse engineer, decompile or (as applicable) otherwise attempt to extract the source code of the Taxlab APIs, the Taxlab Application, the Taxlab Data or any part of those items;
(b) use the Taxlab APIs to connect to any application other than the Partner Application, including any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code;
(c) use the Taxlab APIs or the Taxlab Data in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to Intellectual Property Rights or rights of privacy;
(d) use the Interface Method in a manner that:
(i) infringes the Intellectual Property Rights of a third party;
(ii) introduces any Viruses into the Taxlab Application;
(iii) negatively impacts on the level of usability, performance, functionality and/or security of the Partner Application as interfaced with the Taxlab Application;
(e) share, sell or transfer Taxlab Data. Partner may only use such Taxlab Data within the Partner Application itself;
(f) use Taxlab Data for any data analytics;
(g) replicate, in whole or in part, the “look and feel” of the Taxlab Application in the Partner Application;
(h) circumvent technological measures that prevent direct database access, or manufacture tools or products to that effect;
(i) build conversion functionality that converts Taxlab Data from the Taxlab Application for use in the Partner Application, or on a competing product or service, except to the extent approved by Taxlab in writing;
(j) use Taxlab’s branding, trademarks or logos, or the names of the Taxlab Application without the prior written consent from Taxlab; or
(k) do anything to incur any liability on Taxlab, harm the reputation of Taxlab or otherwise bring Taxlab’s brand into disrepute, or cause Taxlab to lose the services of any of its suppliers (including any ISP) or business of any of its Users.

3.2 Other Partner Obligations: Partner will:
(a) ensure that it includes its own end-user licence agreement and privacy policy for Users to agree to when they access the Partner Application or Partner APIs (to the extent Users are required to access those Partner APIs);
(b) subject to clause 4.1, use reasonable endeavours to promote the use of the Taxlab Application including, where relevant, on Partner’s website and in other marketing materials;
(c) at Taxlab’s request, provide appropriate training for Taxlab personnel on the use and operation of the Partner Application (as the functionality of the Partner Application may change from time to time) to enable Taxlab to assist its Users with their use of the Partner Application, as interfaced with the Taxlab Application;
(d) support, manage and maintain all functions of the Partner Application and Partner APIs, including the interfacing of the Partner Application with the Taxlab Application (Support Services). Such Support Services will ensure that the Partner Application interfaces seamlessly with the Taxlab Application (including through the Interface Method) and will include the provision of prompt fault resolution and updates to the Partner Application and/or Partner APIs from time to time.

3.3 Right to test: Partner acknowledges and agrees that Taxlab may, prior to the Partner Application (as interfaced with the Taxlab Application) being made available to third parties, request that Partner demonstrates to Taxlab that the Partner Application operates with the Taxlab Application in the manner specified, or other contemplated by, Taxlab. Taxlab may request Partner to make any reasonable changes to the interface between the Partner Application and the Taxlab Software before the interfaced platforms are made available to third parties.

3.4 Restrictions on API Calls: Partner acknowledges and agrees that Taxlab may limit the number of API calls to the Taxlab Application (using the Interface Method) that Partner will be permitted to make during any given period. Taxlab will determine, at its sole discretion, call limits based on any factors it considers relevant, including how the Partner Application is used or the anticipated volume of use associated with the Partner Application. Taxlab may charge Partner for API calls that exceed the call limits determined by Taxlab.

3.5 Open Source Licence Restrictions: Certain third party licence terms require that computer code be generally:
(a) disclosed in source code form to third parties;
(b) licensed to third parties for the purpose of making derivative works; or
(c) redistributable to third parties at no charge (collectively, Open Source Licence Terms).
Partner will not, by interfacing the Partner Application with the Taxlab Application using the Interface Method, use, incorporate, modify, distribute, provide access to, or combine the computer code of Taxlab with any other computer code or intellectual property in a manner that would subject Taxlab’s computer code to Open Source Licence Terms.

4. Consultation and Publicity

4.1 Consultation: Each party agrees to consult with the other party when developing marketing materials, promotional items, user manuals, and similar items (including price lists, brochures and other documents) relating to the Partner Application as interfaced with the Taxlab Application.

4.2 Publicity: Except as set out in this Agreement, Partner may not make any public statements about this Agreement or the interfacing of the Partner Application with the Taxlab Application without Taxlab’s prior written consent.

4.3 Good faith: Each party will act in good faith towards the other party in all communications with its respective Users or otherwise in the public domain (including by maintaining professional opinions of one another and its products). Each party will not intentionally harm the reputation of the other party or otherwise bring the other party’s brand into disrepute.

4.4 Conduct: Partner will avoid deceptive, misleading or unethical practices that are, or might be, detrimental to Taxlab, the Taxlab Application, or the public, and will not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations with regard to Partner, Taxlab, the Partner Application or the Taxlab Application.

5. Term and Termination

5.1 Term: This Agreement will commence on the Commencement Date and will continue until either party gives the other party at least 5 Business Days’ prior written notice of its intention to terminate this Agreement.

5.2 Termination for cause: A party may terminate this Agreement with immediate effect on giving written notice to the other party if the other party:
(a) materially breaches this Agreement and:
(i) the material breach cannot be rectified; or
(ii) the material breach can be rectified but the defaulting party fails to remedy such breach within 10 Business Days of notice in writing of that breach; or
(b) becomes bankrupt, goes into liquidation or has a receiver, statutory manager or administrator appointed over any of its assets, becomes insolvent, ceases to carry on its business or makes any composition or arrangement with creditors.

5.3 Consequences of termination or expiry: On expiry or termination of this Agreement:
(a) subject to paragraph (c) below, Partner will cease using the Interface Method and Taxlab Data, and deactivate the Partner Application or otherwise remove its interface with the Taxlab Application;
(b) each party will, at each other party’s direction, either deliver to that other party, or destroy/delete, all copies of that other party’s Confidential Information in its possession or control; and
(c) unless otherwise specified by Taxlab, Partner will continue to supply the Partner Data (if any) to the Taxlab Application for such period reasonably specified by Taxlab to allow for a smooth transition for Users from the Partner Application to any other application that interfaces with the Taxlab Application, on and subject to the terms and conditions of this Agreement.

5.4 Survival: Clauses 4, 6, 7, 8, 9 and 10 survive expiry or termination of this Agreement. Termination of this Agreement will not affect any claim by either party against the other party arising out of any breach or failure under this Agreement prior to termination.

6. Confidentiality

6.1 Obligation: Each party will keep the other party’s Confidential Information confidential and will not:
(a) use any of the other party’s Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement; or
(b) disclose any of the other party’s Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement (Permitted Purpose).

6.2 Disclosure:
(a) A party may disclose the other party’s Confidential Information to those of its officers, employees, contractors or professional advisors (Representatives) who need to know that Confidential Information for the Permitted Purpose, provided that:
(i) it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
(ii) at all times, it is responsible for the Representatives’ compliance with the confidentiality obligations set out in this clause 6.
(b) A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, 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 notice of the disclosure as possible.

7. Intellectual Property Rights

7.1 Taxlab IP: Partner acknowledges and agrees that all Intellectual Property Rights in the Taxlab APIs, the Taxlab Application, the Taxlab Website and the Taxlab Data are the property of Taxlab or its licensors, as the case may be, and Partner will have no rights in or to the Taxlab APIs, the Taxlab Application, the Taxlab Website or the Taxlab Data other than as expressly provided in this Agreement.

7.2 Partner IP: Taxlab acknowledges and agrees that all Intellectual Property Rights in the Partner Application, Partner APIs, and Partner Data are the property of Partner or its licensors. Partner will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Partner Application, Partner APIs, and Partner Data.

7.3 Indemnity: Partner warrants:
(a) it is authorised to input the Partner Data (if any) into the Taxlab Application; and
(b) the Partner Application, Partner APIs, and Partner Data (if any) inputted to the Taxlab Application in accordance with this Agreement, do not infringe the Intellectual Property Rights or any other rights of any third party.
Partner will indemnify Taxlab against all loss or damage that Taxlab sustains or incurs arising out of or in connection with any breach of warranty under this clause.

7.4 Taxlab Developments: Partner acknowledges and agrees that Taxlab may independently create products or services that may be the same or similar to, or competing with, the Partner Application or Partner APIs. Nothing in this Agreement will be construed as restricting or preventing Taxlab from creating and fully exploiting such products or services.

8. Warranties

8.1 Warranty: Each party warrants to the other party that it has the full power and authority to enter into this Agreement.

8.2 Exclusions: Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law. Without limiting the effect of the preceding sentence, Taxlab does not warrant that the Taxlab Application, Taxlab APIs or the Taxlab Data is accurate, complete, reliable, secure, useful or fit for purpose.

9. Limitation of Liability

9.1 Unrecoverable loss: Notwithstanding anything in this Agreement to the contrary, Taxlab will not be liable under the law of tort, contract or otherwise for any form of loss or damage, including:
(a) loss suffered or incurred by Partner as a result of or in connection with Partner’s use of the Interface Method, Taxlab Data, or the Taxlab Application; or
(b) direct, indirect or consequential loss or damage arising out of, or in connection with, this Agreement.

9.2 Maximum liability: If, despite clause 9.1, Taxlab is liable to Partner, Taxlab’s maximum aggregate liability for any loss or damage under this Agreement will not exceed in aggregate NZD$50.

10. General

10.1 Entire Agreement: This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements on that subject matter.

10.2 Relationship: This Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.

10.3 Invalid Provisions: If any part or a provision of this Agreement is judged invalid or unenforceable in a jurisdiction it is severed for that jurisdiction and the remainder of this Agreement will continue to operate.

10.4 Waivers: A provision or a right under this Agreement may not be waived except in writing signed by the party granting the waiver.

10.5 Variations: This Agreement may be varied by Taxlab at any time, effective upon the posting of modified terms on the Taxlab Website or as otherwise notified to Partner in writing (including by email). Partner will ensure that it has read, understood and agreed to the most recent terms posted on the Taxlab Website or as otherwise notified to Partner.

10.6 Assignment: Partner will not assign, transfer or otherwise deal with this Agreement or any of its rights or obligations under this Agreement, whether in whole or in part, without Taxlab’s prior written consent.

10.7 Notices: Notices and other communications under this Agreement are to be given in writing by email, personal delivery or by post and must be:
(a) sent to the correct email or address designated in writing by each party for that purpose from time to time. The designated email address for notices Partner sends to Taxlab is support@taxlab.com; and
(b) marked for the attention of the designated person or office holder (if any).

10.8 Deemed Receipt: A notice or communication in relation to this Agreement will be deemed to be received:
(a) in the case of a letter, on the third Business Day after posting; or
(b) in the case of email, on the Business Day on which the email is successfully delivered; and
(c) in the case of personal delivery, when delivered.

10.9 Governing Law: This Agreement will be governed by and construed in accordance with the laws of New Zealand. If Partner wishes to bring any claim or other action against Taxlab arising out of or in connection with this Agreement then Partner must bring that claim or other action against Taxlab in New Zealand.

These webinar terms and conditions were last updated on 9 May 2023.

Privacy

By registering for and participating in a Taxlab webinar, you give your explicit consent to Taxlab to process your personal data in accordance with our privacy policy which is located at www.taxlab.co.nz/taxlab-privacy-policy/ and UK, European, New Zealand and Australian data protection rules and regulations.

The personal data Taxlab will collect from you may include your name, email address and phone number, which Taxlab will use for the purpose of organising, managing, and following up on the webinar and for the purpose of marketing our products and services to you.

By registering for and participating in a Taxlab webinar, you give your explicit consent to Taxlab to share your personal data with any webinar partners, sponsors or affiliates named for that webinar, for the purpose of marketing their products and services to you. The legal basis for such processing is the organiser’s legitimate interest in promoting their business.

You have the right to access, rectify, or erase your personal data, and the right to restrict or object to the processing of your personal data. You may exercise these rights by contacting Taxlab at privacy@taxlab.online.

Taxlab will keep your personal data for as long as necessary for the purpose for which we collected it, or as required by law.

Taxlab has implemented appropriate technical and organisational measures to ensure the security of your personal data in accordance with ISO27001.

If you have any concerns or questions about how Taxlab processes your personal data, you may contact our data protection officer at privacy@taxlab.online. You also have the right to lodge a complaint with the relevant supervisory authority.

Our presentations and attachments are classified under our ISO/IEC 27001 certified information security management system as Public Information, Confidential Information or Restricted Information and may contain information which is confidential or subject to copyright. If you are not the intended recipient of a presentation, you may not read, use, copy or disclose it or its attachments. If you are not the intended recipient please notify us immediately and then securely destroy all copies of the presentation and attachments.

Disclaimers

The information presented in our webinars are provided for general information purposes only. While we have taken every effort to ensure that the information provided is accurate and up-to-date, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the information, products, services, or related graphics contained in our presentations for any purpose.

All opinions, conclusions, advice and information contained in our presentations and attachments are subject to our terms of use at www.taxlab.online/taxlab-terms/ and do not constitute legal, accounting, or other professional advice, and should not be relied upon as such. Any reliance you place on such information is therefore strictly at your own risk. We will not be liable for any loss or damage whatsoever arising from the use of or reliance on any information in our presentations. Any person relying on this information should seek independent advice from a qualified professional before taking any action.

Our presentations may contain links to other websites, which are not under the control of our company. We have no control over the nature, content, and availability of those sites. The inclusion of any links does not necessarily imply a recommendation or endorse the views expressed within them. All trademarks mentioned in our presentations are the property of their respective owners. 

Acceptance

By registering for and participating in this webinar, or by viewing our presentations, you confirm that you have read, understood, and agree to these terms and conditions and privacy policy which is located at www.taxlab.co.nz/taxlab-privacy-policy/. If you do not agree to these terms, please do not register or join the webinar or view the presentation.

Negotiation Policy

Our terms are
non-negotiable

We understand that negotiating the terms of use for software has historically been a common practice. At Taxlab we take a different approach and do not negotiate our terms. We take the same approach with information security.

The benefits

We frequently review our terms and conditions for information security updates, changes in regulations, best practices and for issues that customers have raised where we believe that our terms could be improved. We firmly believe that our standard terms are fit for use for any customer and taking a no-negotiation approach provides a number of tangible benefits to you as a customer:

Clarity and consistency

Our standard terms of use are clear, concise, and easy to understand and cover a single software service across thousands of customers and users. Everyone using our software is on the same page. By avoiding the negotiation process, we ensure that our terms remain consistent , making it easier for your legal team to review.

Lower subscription fees

Negotiating terms of use is always a costly process, both in terms of time and money. By avoiding a negotiation process, we can keep our costs lower and pass those savings on to you. This means that you get access to our software at the best price, which benefits your business.

Efficiency and speed

By having standard terms of use, we can avoid lengthy negotiation processes that can take weeks or even months to complete. This means that your business can get up and running with our software quickly, without having to dedicate valuable time and resources to the negotiation process.

Better support and faster development

By using our standardised terms of use, we can focus on providing better support to our customers and rapid development. This means that if you have any questions or concerns about our software, our team can address them quickly and efficiently without having to navigate complicated legal agreements.