Client Invoices terms and conditions

IMPORTANT: The following User Terms and Conditions (User Terms) are a legal agreement between you (being a company, partnership, or sole trader who will be referred to as "you" or "your") and Sanderson Howe Limited, trading as Client Invoices, a company incorporated in New Zealand (NZBN 9429049408096) ("us", "we", or "our"), in respect of your access to and use of the Site and Services provided by us. You can contact us about these Terms at team@clientinvoices.com.

Welcome to Client Invoices, an online service that lets you connect your Xero accounting organisation, view your contacts and invoices, and share a client's invoices with that client so they can view and pay them online. When you share a client, the recipient is given access to that client's finalised sales invoices, rather than to a single invoice you select. These Terms of Use are intended to explain our obligations as a service provider and your obligations as a customer. Please read them carefully.

These Terms are binding on any use of the Service and apply to you from the time that Client Invoices provides you with access to the Service. If you do not agree to be bound by these Terms, do not access or use the Site or Services and immediately notify us of this decision.

If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorised representative.

The Client Invoices Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Client Invoices Service.

Client Invoices reserves the right to change these terms at any time, effective upon the posting of modified terms. It is likely the Terms of Use will change over time. It is your obligation to ensure that you have read, understood and agreed to the most recent terms available on the Website.

By registering to use the Service you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1. Licence & billing

   1. We grant you a non-transferable, non-exclusive, and limited by and subject to this Agreement licence to access and use our service.
   2. Paid use of the Services is provided on a subscription basis, billed in advance for the plan and billing period you select — monthly or annually — until you cancel.

2. Connecting Xero and sharing invoices

   1. The Services connect to your Xero accounting organisation using Xero's authorisation (OAuth). You authorise us to access your Xero data on your behalf for the purpose of providing the Services. We request read-only access to your Xero contacts and invoices and do not use the connection to alter your Xero organisation.
   2. You warrant that you are authorised to connect each Xero organisation you link to the Services, and to access and share the contacts and invoices within it. You remain responsible for the accuracy and lawfulness of the data held in your Xero organisation.
   3. Your use of Xero is also governed by your own agreement with Xero. We are not responsible for Xero's availability, the accuracy of data you hold in Xero, or any act or omission of Xero. The member responsible for an organisation may disconnect it from the Services at any time; you may also withdraw your own authorisation at any time, in the Services or in Xero.
   4. When you share a client, you decide which client's invoices are shared and with which recipients. Sharing a client gives each recipient you invite access to all of that client's finalised sales invoices; the Services do not currently let you share a single, individually selected invoice. You are responsible for sharing only with the people the invoices are intended for, and for having a lawful basis to disclose the personal data they contain. You may revoke a share at any time.
   5. You are solely responsible for selecting each recipient and for entering their correct email address. The one-time access link is sent to the email address you provide and may be used by any person who has access to that mailbox. We do not, and cannot, verify the identity of a recipient or confirm that an email address belongs to the person you intend. Accordingly, we are not responsible or liable for any invoice or information that is shared with, accessed by, or disclosed to an unintended, incorrect, or unauthorised recipient as a result of the recipient or email address you selected, or your failure to revoke a share.
   6. As between you and us, you are the agency responsible under the Privacy Act 2020 for your decision to disclose invoices and the personal information they contain. You warrant that, for each recipient you select, you have the authority and any necessary consent to disclose that information to them and that doing so complies with the Privacy Act 2020 and any other applicable law. We act only on your instructions when transmitting a share, and you remain responsible for the consequences of those instructions.
   7. Clients you invite ("Invited Users") access shared invoices by signing in with a one-time link sent to their email address. By accessing a shared invoice, an Invited User agrees to the terms applicable to that access. Payment of a shared invoice is completed on Xero's secure online invoice page; Client Invoices does not process those invoice payments and is not a party to the underlying transaction between you and your client.

3. Provision of services

   1. You acknowledge and agree that there is no guarantee that access to our Services will be without disruptions, delays or communication-related flaws. We are not liable for any such disruptions, delays or other omissions in any communication experienced when using our Services or the Site.
   2. We will use reasonable endeavours to notify you before access to the Services is suspended or restricted.
   3. You agree that we may:
      1. temporarily suspend or restrict access to the Services or Site to carry out maintenance, upgrades, repairs and/or make improvements to the Services or Site; and
      2. change any technical and/or other features of the Services or Site in order to keep pace with the latest demands and technological developments or to comply with any regulations.
   4. We may change these User Terms or the way we provide the Services or Site, at any time. If we do:
      1. the change will take effect when we post it on the Site or through the Services; and
      2. you will be bound by the change immediately upon it being posted on the Site or accessed through the Service. Please check these User Terms periodically to inform yourself of any changes.

4. Your use

   In using the Services or Site, you agree that you will:

   1. ensure that all of your employees, contractors and agents agree to abide by these User Terms and the Privacy Policy;
   2. promptly respond to all reasonable requests made by us for instruction and information, and promptly do all things reasonably necessary to enable us to fully and effectively provide the Services or Site;
   3. use the Services or Site properly and for its intended purpose, in accordance with these User Terms and any written instructions which may be received from us from time to time;
   4. only use the Services or Site in accordance with industry best practices for internet protocol;
   5. ensure that the Services or Site are not used for the sending of unsolicited emails;
   6. not make available, upload or distribute by any means any material or files that contain any viruses, bugs, corrupt data, "Trojan horses", "worms" or any other harmful software to or from the Services or Site;
   7. not share with a third party any login credentials to the Site or Services;
   8. not use the Services or Site for the purposes of data mining, extraction, collection, emulating, phreaking, hacking, password cracking, IP spoofing or overloading the Site or Services, "framing", inserting pop-up windows, interstitial pages, advertisements, performing any automated operation or any such other similar actions.
   9. not use or allow anyone else to use the Services or Site to directly or indirectly input content which is or may be malicious or defamatory, software which assists in or promotes emulators, phreaking, hacking, password cracking, IP spoofing, anything illegal, obscene, offensive, threatening, violent, sexually explicit, pornographic, promotes discrimination or animosity to any person on grounds of gender, race, religion, nationality, disability, sexual orientation, age, is likely to harass, intimidate, bully, upset, embarrass, alarm, annoy any other person, is likely to deceive any person or be used to impersonate any person, or to misrepresent your identity, age or affiliation with any person, give the impression that it emanates from us or that you are connected with us or that we have endorsed you or your business, solicit passwords or personal information from anyone, be used to send any communication by automated email or otherwise, be incomplete or inaccurate or submitted otherwise than as requested by the Site or through the Services, request personal information from other users nor post any unnecessary personal information about you or any user without their permission or link to any of the material specified above in this paragraph.
   10. You must only use the Service and Website for your own lawful internal business purposes, in accordance with these Terms and any notice sent by Client Invoices or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if you do so you must ensure that you are authorised to do so and that all persons for whom or to whom Services are provided comply with and accept all Terms of this Agreement that apply to you.
   11. As a condition of these Terms, when accessing and using the Services, You must:
       1. not attempt to undermine the security or integrity of Client Invoices's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
       2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other User to use the Services or Website;
       3. not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the Services are hosted;
       4. not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and
       5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
   12. You acknowledge and agree that you:
       1. own or have rights to use all contributions that are input into the Service or Site by you or any of your Invited Users;
       2. have the authority or permission of any third party in respect of any personal information provided to us;
       3. are responsible and liable for any breach of intellectual property rights, defamation, or any law, which may occur as a result of any contributions by you when using the Services or Site;
       4. will immediately notify us of any security breach or unauthorised use of your account or any account of an Invited User;
       5. irrevocably release us from any right or claim arising out of or in connection with any contribution inputted by you.
   13. Client Invoices may freely use feedback you provide. You agree that Client Invoices may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant Client Invoices a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to Client Invoices in any way.

5. Price and payment

   1. The prices payable for Services are set out on the pricing section of our home page. All Services are to be paid in full, as charged for the subscription plan you select.
   2. We reserve the right to change prices at any time. The new price will come into effect at the end of your current billing period.
   3. The price charged for any Services may differ from one country to another. You are only entitled to the lowest price if you reside in the respective country.
   4. All prices exclude taxes and you are responsible for payment of any applicable taxes or duties.
   5. When you subscribe to Client Invoices, you are committing to recurring billing for the billing period you selected — monthly or annually — until you cancel.
   6. Payment will be taken from the credit card previously provided and notification will be sent to the last known email address for the organisation being billed. If for any reason you don't receive notification, it will not entitle you to a refund of monies paid.
   7. Cancellation and/or termination of these User Terms by you or us at any time for any reason will not entitle you to a refund of monies paid.
   8. You may change or cancel a subscription at any time through the billing portal linked from the Billing page. Changes are handled by our payment provider, Stripe, and any resulting charge or credit is calculated by them.
   9. At any time, you may login to the Account page to access your details on the Site and discontinue our services by deleting the account, which will take effect immediately. Any outstanding amount due may be charged at that time.
   10. When you upgrade your account you will be required to add a payment method and you will be billed according to the conditions of the plan you selected. You may evaluate the Services under the defined free tier usage conditions, with no obligation to continue to use the Services.
   11. These Terms will continue for the period covered by the Access Fee paid. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided you continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms in accordance with the terms of termination of this agreement.
   12. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any further use of the Services.

6. Intellectual property

   1. You acknowledge that our intellectual property includes all statutory, common law and proprietary rights of a party, including patents, designs, trademarks, copyright works, layout designs, know-how and other information, whether registered or unregistered (including applications for such rights) as may exist anywhere in the world at any time (Intellectual Property) in relation to the Services and Site.
   2. We retain sole and exclusive ownership (including all the Intellectual Property rights) in the Services and the Site, whether in its original form and/or as modified by any person.
   3. You acknowledge and agree that:
      1. nothing in these Terms intends to transfer any such Intellectual Property rights to, or to vest any such Intellectual Property rights in you; and
      2. you will not at any time directly or indirectly challenge or contest ownership of our or any third party's Intellectual Property rights who are providing the Site or Service.
   4. You acknowledge and agree that all title and intellectual property rights in and any third party content that may be accessed through use of the Services or Site is the property of the respective content owners and may be protected by applicable copyright or other Intellectual Property laws and treaties.
   5. You acknowledge and agree that materials on the Site and provided through the Services may not be modified, reproduced, publicly displayed or used for any public or commercial use without our express permission in writing (including third party links). If you do not obtain our express written permission we bear no risk, responsibility or liability.

7. Data

   1. We will store personal information in accordance with the Privacy Policy. We have reasonable security policies and procedures in place to protect personal information from unauthorised loss, misuse, alteration or destruction. Despite our best effort, we cannot guarantee our security against all threats. We will use all reasonable efforts to ensure that access to personal information is limited to those who need to know.
   2. We may use all data and contributions input by you in order to provide and improve the Services, troubleshoot problems, prevent, detect and investigate potentially prohibited or illegal activities, enforce these User Terms, manage, customise and improve our services, content and advertising, tell you about our services, provide you with targeted marketing, service updates, and promotional offers preferences and compare information for accuracy, and verify it with third parties.
   3. Access to all data and contributions input by you is conditional on:
      • Payment for the Services being up to date.
   4. If your access is suspended (for whatever reason), data and contributions input by you will be retained, and access can be restored.
   5. If you delete your Client Invoices account, or your access is terminated (for whatever reason), your user account is permanently deleted, and so is any organisation you are the last remaining member of — including its subscription, its connection to Xero, and the invoices you have shared with clients from it. Your clients lose access to those invoices immediately.
   6. An organisation with other members in it is not deleted when you delete your account. You are removed from it and your authorisation to reach it is revoked, but the organisation, its data, its subscription and the invoices shared from it remain, and its clients keep the access they have. Responsibility for the organisation passes to a remaining member.
   7. We retain records of payments made to us, and of the invoices we have issued to you, after an account is deleted. We may also retain limited records where we are required to, or where they do not identify you.
   8. All your data remains your property. However, your access to the data is contingent on full payment of the Client Invoices Access Fee when due. You grant Client Invoices a licence to use, copy, transmit, store, and backup your information and data for the purposes of enabling you to access and use the Services and for any other purpose related to provision of the Services to you.
   9. Anonymous Data: You acknowledge and agree that we may collect information you provide to us, as well as information about your use of the Services and, after removing any identity information, we may use the aggregated anonymous data to evaluate and enhance the Services and otherwise for any business purpose, during and after the term of this Agreement, including without limitation to develop industry benchmarks, best practice guidelines, reports, or recommendations for other Client Invoices customers and partners. You also acknowledge and agree that we may provide your aggregated anonymised data to any third party.
   10. Client Invoices adheres to its best practice policies and procedures to prevent data loss, including monitoring and redundancy strategies, but does not make any guarantees that there will be no loss of data. Client Invoices expressly excludes liability for any loss of data no matter how caused.
   11. If you enable third-party applications for use in conjunction with the Services, You acknowledge that Client Invoices may allow the providers of those third-party applications to access your data as required for the interoperation of such third-party applications with the Services. Client Invoices shall not be responsible for any disclosure, modification or deletion of your data resulting from any such access by third-party application providers.

8. Liability

   1. All representations and warranties in respect of the Services whether statutory, express or implied are expressly excluded (except any which may not be lawfully excluded), including, without limitation, the implied warranties of merchantability and fitness for any particular purpose.
   2. To the fullest extent permitted by law, in no event will we be liable to you for any direct, indirect, incidental, special, economic or consequential loss or damage or loss of revenue, profits, goodwill, bargain or opportunities or loss of anticipated savings incurred or suffered by you whether caused by negligence or otherwise or whether or not we were aware or should have been aware of the possibility of such loss or damage.
   3. To the fullest extent permitted by law, if we are held or found to be liable to you for any matter, whether based on an action or claim in contract, equity, negligence, tort, or under any indemnity or otherwise, the amount of damages recoverable against us for all events, acts or omissions will not in aggregate exceed the fees paid for the preceding three months by you in respect of your use of the Site or Services.
   4. Nothing in this clause limits, caps or excludes your obligation to pay fees when due or your obligations under the Indemnity clause below, each of which applies in full.

9. Indemnity

   1. You indemnify us, and our directors, officers, employees, contractors and agents (each an "Indemnified Party"), and must keep each Indemnified Party indemnified, against all claims, demands, actions, proceedings, losses, liabilities, damages, fines, penalties, costs and expenses (including legal costs on a solicitor-and-own-client basis) that an Indemnified Party suffers or incurs arising out of or in connection with:
      1. your selection of, or the sharing of any invoice or information with, an incorrect, unintended, or unauthorised recipient, including as a result of an email address or recipient that you entered or selected;
      2. any access to a shared invoice or its contents by a person to whom you did not intend to grant access, or your failure to revoke a share;
      3. any breach by you of the Privacy Act 2020 or of any other privacy, data protection, confidentiality or other law in connection with your use of the Services;
      4. any breach by you of these Terms, or of any warranty you give under them, including your warranties that you are authorised to connect a Xero organisation and to access, share and disclose the contacts and invoices within it; and
      5. any claim by an Invited User, your client, or any other third party arising from the content of, or access to, an invoice or information that you shared.
   2. Your liability under this indemnity is reduced proportionately to the extent that our negligence or wilful misconduct caused or contributed to the relevant claim or loss.
   3. This indemnity is a continuing obligation, separate and independent from your other obligations under these Terms, and survives termination or expiry of these Terms.

10. Provision and acknowledgements

    1. You warrant that where you have registered to use the Service on behalf of another person, you have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service you bind the person on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms, without limiting your own personal obligations under these Terms.
    2. Client Invoices gives no warranty about the Services. Without limiting the foregoing, Client Invoices does not warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
    3. If you are not satisfied with the Service, your sole and exclusive remedy is to terminate these Terms.

11. Termination

    1. Client Invoices may take any or all of the following actions, at its sole discretion:
       1. Terminate this Agreement and your use of the Services and the Website;
       2. Suspend, for any definite or indefinite period of time, your use of the Services and the Website;
       3. Suspend or terminate access to all or any data.
       4. For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of your billing contacts, billing plans or any of your organisations is not made in accordance with the requirements set out in the Fee Schedule, Client Invoices may: suspend or terminate your use of the Service, the authority for all or any of your organisations to use the Service, or your rights of access to all or any data.
    2. Use of the Site and/or Services may be terminated by:
       1. the Account Holder using the "Delete my account" action on the Account page of the Site, in which case termination will take effect immediately and any outstanding amount due may be charged at that time;
       2. immediately by either party if a trustee receiver, administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
    3. Termination by either party shall have the immediate following effects:
       1. you will pay any and all fees and other charges incurred to us (including standard subscription charges and any additional charges payable in arrears) which have not been invoiced prior to the date of termination;
       2. you will cease to have access to and use the Services and Site;
       3. your right to use the Services and Site immediately ceases;
       4. we are under no obligation to forward any unread or unsent messages to you or any third party;
       5. there shall be no reimbursement of credit if we decide in our absolute discretion that you have failed to comply with any of the terms of this Agreement; and
       6. is without prejudice to any other rights or remedies to which a party may be entitled.

12. General terms

    1. You are using and acquiring the Services for the purposes of a business and therefore the provisions of the Consumer Guarantees Act 1993 or any other relevant consumer legislation in any country will not apply (to the extent such liability may be excluded by law).
    2. No delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence by a party in respect of any breach of the other party's obligations under these Terms is to:
       1. operate as a waiver or prevent the subsequent enforcement of that obligation; or
       2. be deemed a delay, grant of time, release, compromise, forbearance (whether partial or otherwise) or other indulgence in respect of, or a waiver of, any subsequent or other breach.
    3. These Terms are governed by and shall be construed in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
    4. Service availability: Whilst Client Invoices intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Client Invoices has to interrupt the Services for longer periods than Client Invoices would normally expect, Client Invoices will use reasonable endeavours to publish in advance details of such activity on the Website.
    5. These Terms, together with the Client Invoices Privacy Policy and the terms of any other notices or instructions given to you under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and Client Invoices relating to the Services and the other matters dealt with in these Terms.
    6. Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
    7. Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
    8. No Assignment: You may not assign or transfer any rights to any other person without Client Invoices's prior written consent.
    9. Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
    10. Client Invoices does not give professional advice. Unless specifically included with the Services, Client Invoices is not in the business of providing legal, financial, accounting, management, human resources or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
    11. We may tell you about other Client Invoices Services. You may be offered other services, products, or promotions by Client Invoices ("Client Invoices Services"). Additional terms and conditions and fees may apply to those other Client Invoices Services. With some Client Invoices Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet. You grant Client Invoices permission to use information about your business and experience to help us to provide the Client Invoices Services (including other products and services you might be interested in), to develop new products and services, and to enhance the Services.
    12. Communications: Client Invoices may be required by law to send you communications about the Services or third party products. You agree that Client Invoices may send these communications to you via email or by posting them on our websites.
    13. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.