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