XEBRA accounting Limited (“Xebra”) TERMS AND CONDITIONS

 

Xebra and the Subscriber (each a “Party” and together the “Parties”) have entered into this Agreement on the following terms and conditions:

1.          Accounting and Taxation Services

1.1           Xebra and Xebra Tax (‘Xebra’) offer Accounting and Taxation Compliance Services. The services to be offered to a Subscriber are set out in the offer for Scope of Services letter (‘Services’).

1.2           The Services offered by Xebra may be varied from time to time, and any variation will be agreed in writing.

 

2.          Effective Date of the Agreement

2.1           The Effective Date of this Agreement is the date the Subscriber agrees to the Services.

3.          Commencement Date for Subscription of the Agreement

3.1           The Commencement Date of services is detailed in the offer for Scope of Services.

 

4.          Terms of the Agreement

4.1           This Agreement will continue until cancelled by either Party.

4.2           Neither Party will cancel this Agreement without first giving notification of the intention to cancel the Agreement to the other Party; such notification must be in writing or by email and must state the proposed date the Services are to cease.

4.3           Preceding cancellation notification this Agreement will continue for:

               i.          the remainder of the month in which notification is received,

             ii.          or such later date agreed in writing between the Parties (collectively “the Termination Date”).

 

5.          Xebra’s Responsibilities

5.1           Xebra warrants that they are fully compliant and qualify with the applicable laws and accounting practices in performing the Services under this Agreement.

5.2           Xebra will compile all financial statements and tax returns in accordance with the best practice and applicable tax laws of New Zealand.

5.3           Subject to the Subscriber providing the necessary information to Xebra in a timely manner and in accordance with the Subscriber Responsibilities (Clause 6), Xebra will have your accounting transactions coded within Ten (10) Business Days following month end.

5.4           Subject to the Subscriber providing the necessary information to Xebra in a timely manner and in accordance with the Subscriber Responsibilities, Xebra will prepare and file any Goods and Services Tax returns and any other tax returns that are required on time and without late penalties being accrued by the Subscriber.   

5.5           Subject to the Subscribers providing the necessary information to Xebra in a timely manner and in accordance with their responsibilities, Xebra will prepare the end of year accounts and draft income tax returns within Fifteen (15) days of receiving a written request from the Subscriber.

5.6           Xebra will act as the Subscriber’s registered Taxation Agent with the Taxation Authorities for all tax returns required to be filed and that are included in the Services.

5.7           We will prepare an On-boarding Plan when the Subscriber or representative of the Subscriber, has signed this Agreement and returned it to us.

 

6.          The Subscriber’s Responsibilities

6.1           By agreeing to the offer of Scope of Services you acknowledge you have authority to enter into this Agreement, where the Subscriber is a Partnership, Trust, Company, or such other entity entering into this Agreement.

6.2           The Subscriber agrees to disclose all material facts to Xebra or its representatives in relation to all services provided by Xebra.

6.3           The Subscriber acknowledges and consents to the use of electronic communications between the Parties.

6.4           The Subscriber acknowledges and consents to Xebra using the Xero Accounting Software.  Xero’s Terms of Use will apply to the Services we provide. 

6.5           The Subscriber will hold bank account(s) solely for the purpose of recording business income and expenses.  Wherever possible they undertake not use these bank account(s) for non-business related expenses.  In the event that these account(s) contain a non-business item they undertake to inform Xebra or its representative within Three (3) business days.

6.6           The Subscriber agrees to respond to any questions or request for additional information from Xebra or its representatives within Three (3) Business Days of that request.

6.7           The Subscriber authorises Xebra to contact their previous accountant to secure the transfer of their Xero Subscription, or they agree to transfer their existing Xero Subscription to Xebra, or to enter into a new Xero Subscription.

6.8           The Subscriber agrees to pay to all taxes to the IRD on time. If any payment penalties are issued by the IRD, which require Xebra to conduct further administration on behalf of the client, then this service will incur an additional fee.

 

7.          Authority to Act as Taxation Agent

7.1           The Subscriber appoints Xebra as its registered Taxation Agent with the Taxation Authorities and they will not withdraw that authority during the term of this Agreement.

 

8.          Subscription Fees

8.1           The current Subscription Fees (“Fees”) for the services are set out in offer for Scope of Services. All fees are exclusive GST.

8.2           Xebra will not increase their Fees for the Services for Twelve (12) months after the 31st March immediately following the Effective Date.

8.3           Despite clause 8.2, Xebra has the right to pass on any increased fees or costs incurred when purchasing services on their behalf. For example, Xero fees. 

8.4           Xebra reserves the right to increase its Fees if the Parties agree to extend or vary the scope of services.

8.5           If Xebra is authorised to provide Additional Services they will be charged accordingly.

8.6           Where Xebra increases its Fees it will give notice of no less than Ten (10) working days, in line with our direct debit policy before the commencement of the new Fees.

8.7           The Subscriber will ensure that the correct Bank Mandate is complied with when granting authority to release information to us.

8.8           Where the Subscriber fails to pay a Fee or pays a Fee late, Xebra reserves the right to charge an Administration Fee.  The current Administration Fee is $20 (plus GST), but may be increased from time to time.

 

9.          Suspension of Services

9.1           The Subscriber acknowledges that Xebra may suspend performance of the Services in the following circumstances:

               i.           Non-payment of Fees

             ii.           Failure to provide information requested by Xebra within the agreed timeframes

            iii.           Where Xebra becomes aware of non-disclosure by the Subscriber of information or in situations Xebra believes could amount to Tax Avoidance, Tax Evasion, Fraud, Dishonesty or any other situation that may affect the performance of the Services

            iv.           Where Xebra believes that the Subscriber has provided false, misleading or fraudulent information that may affect the performance of the Services

              v.           Any act, statement, comment, action or inaction of the Subscriber or its representatives that may bring the reputation of Xebra, its employees and contractors into disrepute, including but not limited to criminal, social or moral matters.

 

10.       Complaints

10.1        Xebra holds high standards and expectations for itself, its employees and its contractors.  If they believe they have not received the highest standard of customer service and this has not been sufficiently dealt by their Xebra Advisor, they may file a complaint with Xebra’s Chief Executive Officer at enquiries@xebratax.com.

 

11.       Limitation of Liability

11.1        None of the employees, contractors, agents, third-party providers or officers of Xebra will be liable to the Subscriber or anyone else for any claims, costs, damages, losses or other liabilities of any kind arising out of the use of Xebra’s website, the information contained within it or in the financial statements prepared by Xebra. This provision is intended for the benefit of our employees, contractors, agents, third-party providers and offices of the company and can be claimed or enforced by them under the New Zealand Contracts (Privacy) Act 1982 and the law under any other jurisdiction.

11.2        If the Subscriber needs to provide the financial statements (and income tax returns) to a third party they will attach our disclaimer.  

11.3        All warranties, terms, guarantees, representations and conditions that are not expressly set out in this Agreement are excluded to the extent permitted by law.

 

12.       Disputes

12.1        If there is a dispute between the Parties in relation to the provision of the Services in accordance with these terms and conditions, the Parties will endeavour to resolve the dispute between themselves.

12.2        If the dispute is not resolved within One (1) calendar month after notice is given of the dispute, then any Party may refer the dispute to arbitration by a single arbitrator pursuant to the Arbitration Act 1996.  The arbitrator shall be agreed between the Parties, or failing such agreement within Ten (10) days of the notice of arbitration, the arbitrator shall be appointed by the president of the New Zealand Law Society or their nominee. 

 

13.       Effects of Termination

13.1        In the event of this Agreement being terminated Xebra will to the best of its endeavours create a smooth transition of Xero Subscription to their elected representative.

13.2        The Subscriber or their representative will provide us with the authority to transfer their Xero Subscription to their elected representative.

13.3        For taxation, legal and audit purposes Xebra will retain sufficient information, including a snapshot of their Xero Subscription, any correspondence between Parties (including emails, webmail communications and letters). 

13.4        Any information Xebra retains after this Agreement is terminated will be held in accordance with our Privacy Policy which can be found on our website.

 

14.       Terms and Conditions

14.1        By agreeing to the offer for Scope of Services, the Subscriber acknowledges and accepts Xebra’s Terms and Conditions, which are available to review at any time.

 

15.       Security

15.1        The Subscriber has an obligation to maintain security passwords and login codes for Xero and any links or secure parts of the website.  Xebra will not be liable for any damages or information release occurring as a result of a breach of security obligations caused, or contributed to, by the Subscriber or representatives.

 

16.       Privacy Policy

16.1        Xebra is committed to ensuring that the Subscribers privacy is protected. Our Privacy Policy Statement governs the use of information collected from or provided to us. The Privacy Policy Statement can be viewed on our website.  If the Subscriber changes their mind on the use of personal information for direct marketing purposes, they can inform us by email or telephone.

16.2        We will not sell, distribute or lease the Subscriber’s personal information to third parties unless we have their permission or are required to disclose that information by law. 

16.3        We will take all reasonable steps to ensure that the personal information we collect, use or disclose is accurate, complete, up-to-date and stored in a secure environment protected from unauthorized access, modification or disclosure.

16.4        The Subscriber has the right to access their personal information and request corrections or updates to be made, provided the information is being held in a way that it can be readily retrieved, subject to exceptions provided by law.

16.5        We may refuse to release this information if we are not satisfied the request is being made with authority from the Subscriber, or where we cannot reasonably know if the information release could be a breach of someone else’s privacy or a breach of the Privacy Act 1993. 

16.6        The Xebra Privacy Policy (including any subsequent amendments) is effective from 1st July 2015.

16.7        The Privacy Policy may change from time to time.

16.8        For further information about New Zealand’s Privacy Act 1993 and how it protects the personal information of individuals in New Zealand, see our Privacy Policy.

 

17.       Assignment

17.1        The Subscriber agrees to allow Xebra to assign this Agreement to another party should it elect to do so without notification.

17.2        The assignment of this Agreement to another party will not constitute a termination of the Agreement.

17.3        Should Xebra assign this Agreement to another party then we will do so at no charge to the Subscriber and we will minimize any disruption of our Services to You.

 

18.       General

18.1        Entire Agreement: This Agreement constitutes the entire agreement of the Parties and supersedes all prior agreements, arrangements, understandings and representations (whether oral or written) given by or made between the Parties, relating to the matters dealt with in this Agreement. 

18.2        Variations to this Agreement: Variations to our Terms and Conditions may be made from time to time.  These will be published on our website.

18.3        Severance: If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, that provision will be read down to the extent necessary to make it legal, valid and enforceable.

18.4        Electronic signatures: This Agreement may be executed in electronic form with electronic signatures.

 

19.       Definitions

19.1        Additional Services means any further Services that the Subscriber or representative asks us to provide.  These Services may be an extension of the existing Services, new Services that we may offer from time to time, or Services of a one-off nature.

19.2        Administration Fee means the penalty rate charged for a failure of the Subscriber to pay the Service Fee on time.  The current Administration Fee is $20.00 (plus GST), but may be increased from time to time. 

19.3        Agreement means this Subscription Service Agreement.

19.4        Business Days means Monday to Friday, 8.30am to 5.00pm each calendar day except Statutory Holidays and any Anniversary Day in the regions of the Parties (or some other day in its place), and such other days as may be advised.

19.5        Commencement Date of services and billing is ten (10) days after the Effective Date

19.6        Effective Date is the date we receive your signed documents.

19.7        Fees and Subscription Fees means the fees set out in Appendix 1 and any subsequent extensions to the Services or any future increases to those fees.

19.8        GST means New Zealand Goods and Services Tax. All prices stated are exclusive of GST.

19.9        Income Tax has the meaning given to it in the Income Tax Act 2007 and the Tax Administration Act 1994.

19.10     Our Services or the Services have the meaning given to it in clause 1 of this Agreement.

19.11     Personal Information has the meaning given to it in the Privacy Act 1993.

19.12     Privacy Act means the Privacy Act 1993 as amended from time to time.

19.13     Subscriber means the person or entity that has agreed to the offer of Scope of Services.

19.14     Services mean the accounting and tax compliance services in the offer for Scope of Services, which may be varied from time to time.

19.15     The Privacy Policy means the policy published on the Xebra Accounting website and any subsequent updates.

19.16     Tax Avoidance, Tax Evasion, Fraud and Dishonesty have the meanings given to them under the Tax Administration Act 1994.

19.17     Taxation Agent means the registered tax agent with the Taxation Authorities.

19.18     The Taxation Authorities means the New Zealand Inland Revenue Department.

19.19     The Termination Date shall be determined based on this Agreement.

19.20     Xero Subscription means the Xero Subscription owned by the Subscriber, and /or purchased by Xebra on their behalf.

19.21     Xero Accounting Software is an online accounting service designed especially for small businesses.

19.22     Xero Terms of Use means the terms published on the Xero website  https://www.xero.com

19.23     Xebra, Xebra Accounting, Xebra Tax, Our, Us and We means Xebra Accounting Limited