Terms and Conditions

These Terms were last updated on 20th April 2026.

Introduction

These Terms apply to your use of our Services. By using a Service, you agree to be bound by these Terms. These Terms, together with your applicable License Agreement(s) (if any), are a binding contract between us and you (which we refer to in these Terms as the Agreement).

Read these Terms carefully as they outline your legal rights and obligations.

Words that are capitalised have defined meanings, which can be found in the Glossary at the end of these Terms.

We might update or make changes to the terms of the Agreement from time to time. Continuing to use our Services after the update or changes become effective means you agree to the update or changes.

1. Using our Services

1. Application of Terms

These Terms apply to those of our Services which you are subscribed or connected to from time to time.

We agree to supply, and you agree to use, these Services in accordance with these Terms.

2. Understanding our Services' Purpose

Our Services include:

• Usable Balance: Usable Balance is a financial platform that helps you gain real-time, actionable insights from Your Data. The Service allows: (a) you to connect Data Sources (such as bank accounts or the IRD) so that we can generate real-time insights on your behalf (such as your "Usable Balance" - how much money in your account is safe to spend); (b) us to generate Taxable Supply Information that may in time replace the need for receipts. By using this Service, you approve us using Your Data in Taxable Supply Information for your customers, and supplying you with Taxable Supply Information if you trade with a business that we hold information on.
• Usable Advisory: Usable Advisory is a financial platform that helps your advisors gain real-time, actionable insights from Your Data. The Service allows: (a) advisors to connect Data Sources (such as the IRD) so that we can generate real-time insights on your behalf; (b) file returns and interact with the tax authority on your behalf.

1. Limitations on our Services

There are a few things our Services are not or do not provide or guarantee:

• Not Professional Advice. Our Services are designed to assist with accounting, tax and financial administration. They do not constitute or deliver (and do not replace the need for) accounting, tax, financial or legal advice. We are not responsible or liable for any advice you receive from your accountant, financial adviser or other adviser. You or your client (as applicable) remain responsible for meeting all applicable tax and other obligations, and for ensuring that any filings, payments, or submissions are accurate and complete.
• Acting on Information. Our Services may display, report, produce or generate certain data or information relating to your financial and/or tax position, performance, cashflow, commitments or obligations (such as your "Usable Balance" referred to above). These will be based on or generated from Your Data and may not take into account all relevant information, facts and circumstances. You should always vet this information before acting on it or supplying it to anyone else who needs to rely on it. We are not responsible or liable for any decisions or actions you make or take based on this data or information.
• Not a Fraud Detection Service. While our Services may display or produce certain information which may be useful when it comes to detecting, identifying or investigating fraudulent transactions, they are not designed to provide or operate as a fraud detection or prevention service. You should ensure you adopt and implement appropriate controls, systems and measures to protect your business against these risks.

1. Beta Versions

From time to time, we may offer you certain Services or Service features (referred to as Beta Versions) on a trial, early access or "beta" testing basis.

As a condition to using any Beta Version, you agree to provide us with such feedback and information regarding your use of the Beta Version which we may reasonably require.

Beta Versions may be modified, limited, or withdrawn at any time without notice. We do not guarantee that any Beta Version (or component of a Beta Version) will become generally available or made available to you on a permanent basis.

Beta Versions may be incomplete and/or contain or generate errors. To the maximum extent permitted by law (but subject to section 10.3 (Statutory rights)), all Beta Versions are provided "as is" and we expressly disclaim all warranties, guarantees and conditions (whether express, implied or statutory) in relation to the Beta Versions.

2. Responsibility for staff and contractors

You must ensure that your staff and contractors who access and/or use any of our Services and/or any of our Confidential Information comply with the Agreement. Any acts or omissions of your staff and contractors in relation to our Services and/or any of our Confidential Information will for the purposes of the Agreement also be deemed to be your acts or omissions.

2. Your responsibilities – do's and don'ts

1. Do’s

As someone using our Services, there's some stuff you need to do or take responsibility for:

• Provide current contact details. You must ensure that we have your up-to-date contact details.
• Be responsible for use under your account. You are responsible for all use of the Services under your account for the Services.
• Provide accurate data. You are responsible for the accuracy and completeness of any data or information you enter into, upload to or connect to the Services.
• Backup Data. There is an inherent risk of data loss with any technology. You should regularly back up Your Data independently.
• Keep your own records. You should retain your own copy of your business and financial records, including Your Data.
• Comply with law. It is your responsibility to comply with all applicable laws, including retaining records for tax law compliance purposes. If your access to a Service is terminated, you should ensure you have retained all necessary data.
• Make sure the Services are right for you. The features and functionality of the Services may change over time. Your needs may also evolve. This means that the Services may not be, or may not remain, suitable for your needs. You must assess the ongoing suitability of the Services to meet your needs.

1. Don’ts

Also, there's some important stuff you mustn't do:

• Don't exceed licence or use limitations. You must ensure that your use of our Services does not exceed or breach any relevant licence or use restrictions or limitations (such as your number of permitted users or number of clients for which the Services are used) as stated in the applicable License Agreement or on our website. If we discover that, based on your actual use, there has been any underpayment of Fees, we may invoice you for and you must pay the underpayment in accordance with section 4 (Fees).
• Don't break the law. You must not use our Services in a way that contravenes any applicable law or violates a third party’s legal rights.
• Don't interfere. You must not interfere with the operation of the Services.
• Don't reverse engineer our software. You must not reverse-engineer, decompile, or otherwise attempt to access or discover any source code, formulae or processes in respect of the software behind the Services.
• Don't copy our Services or content. You must not copy, reproduce, alter, modify, create derivative works of, or publicly display, any of our Services or any content we provide via or in relation to our Services (except Your Data or where we have given you prior written consent). You also must not access or use our Services in order to build or develop or help anyone else to build or develop a product or service that competes with any of our Services.
• Don't resell our Services. You must not resell, distribute, sublicense or otherwise make available our Services to any third parties. However to be clear this doesn't stop you from: (a) using our Services to provide accounting, taxation or other financial services or facilities to your clients; (b) inviting your clients or advisers to connect to the Services for that purpose; or (c) connecting Data Sources.
• Don't cause harm. You must not use our Services or otherwise act in any way which is harmful to us or anyone else. This includes using our Services in any way which is threatening, abusive, defamatory, vulgar, obscene or otherwise objectionable. It also includes behaviour that is verbally or physically abusive, threatening or amounts to bullying or harassment of any of our employees, contractors or agents (including our customer support teams).
• Prohibited information. You must not enter into, upload to or connect to the Services any data, information or material that:
• is harmful (see above);
• contains Personal Information if this would breach the relevant individual's rights under any applicable privacy laws; or
• infringes the Intellectual Property Rights of any third party.
• Don't introduce viruses or malicious software. You must not directly or indirectly introduce or permit to be introduced into our Services any software viruses or other malicious computer code, files or programs, or in any other items whatsoever that corrupt, interrupt, destroy or limit the functionality of our Services.
• Don't spam. You must not use our Services to send “spam” or otherwise for any illegal activities.
• Don't mess with our marks and notices. You must not remove, modify or tamper with any copyright mark, acknowledgment or attribution, any trade mark, or any warning, disclaimer, regulatory or legal notice or link that is displayed on or incorporated into our Services or any associated documentation.

3. Service support, disruptions and maintenance

1. Support

For support in using our Services, contact our customer support team at help@usablebalance.com.

Our customer support team will only respond to communications from you. For security reasons, our customer support team will not respond to instructions or requests from other parties.

2. Service disruption and maintenance

We do not guarantee that our Services will be uninterrupted or available at all times.

Our Services may be disrupted or unavailable during certain periods due to circumstances or events beyond our reasonable control, including as a result of:

• internet service provider or telecommunications unavailability, interruption, delay, bottleneck, failure or fault;
• negligent, malicious or wilful acts or omissions of third parties;
• maintenance or repairs carried out by any third party in respect of any of the systems used in connection with providing our Services; or
• services provided by third parties ceasing or becoming unavailable.

Our Services may also be disrupted or unavailable during certain periods due to system maintenance or repairs. Where a Service is unavailable because of system maintenance or repairs, we will endeavour to notify you beforehand except in cases where urgent system maintenance or repairs are needed to maintain critical functionality or security. Updates about system downtime may be posted on our website or in the Services themselves.

4. Fees

1. Fees payable by Subscribers

If you are a Subscriber, you must pay the applicable Fees for the Services.

You don't need to pay us any Fees if:

• Invited User. You're an Invited User and not a Subscriber. You may still need to pay certain fees or costs to the Subscriber who invited you to connect to the Services. You should get in touch with that Subscriber to confirm if you need to pay them anything.
• Purchase from Authorised Reseller. You have purchased Services from an Authorised Reseller under an arrangement where the Authorised Reseller charges you direct. In this case you must pay the Authorised Reseller's fees or charges in accordance with your agreement with them.

Except as provided in section 7.4 (Your rights to pro-rated refund if we make material changes), all Fees are non-refundable.

2. Fee adjustments

We may adjust all or any of our Fees at any time on not less than 30 days' notice. If you’re unhappy with any adjustments, you can terminate the Agreement under section 8.1 (Termination by you). Continuing to use our Services after the adjustment becomes effective means you agree to the adjusted Fees.

3. Invoicing

We will invoice you the Fees on either an annual or monthly basis in advance, as specified in the relevant License Agreement or otherwise as selected by you. Any Fees charged on a monthly basis will be pro-rated for any applicable part months.

4. Payments

You must pay each invoice received within 30 days of the date of the invoice. If you have agreed to pay by direct debit, direct credit or another enduring payment consent or authority, we will charge and collect payment of the Fees that way.

5. Late payment

If you fail to pay any Fees or other amount when due, we may:

• Charge interest. charge interest on the overdue amount from the date on which payment first became overdue until the date on which payment is made in full. Any such interest will accrue and be calculated on a daily basis (after as well as before judgment) at 12% per annum and will be compounded monthly; and/or
• Suspend or terminate. exercise our rights under section 8.2 (Termination or suspension by us).

1. Service Tax

Unless otherwise expressly stated otherwise, all Fees are stated exclusive of any applicable Service Tax. If any Service Tax is payable in relation to any supply by us under the Agreement, you must pay that Service Tax (in addition to the relevant Fees or other amounts) by the due date for payment under section 4.4.

2. Gross up

If:

• you are required by law to make any deduction or withholding from any amount paid or payable by you under the Agreement; or
• we are required by law to make any payment on account of tax or any other tariff, levy or duty (other than Service Tax or tax on our overall net income) on or relating to any supply, or amount received or receivable, by us under the Agreement,

then you must make a gross up payment to us to ensure that we receive and keep (free from any liability for any deduction, withholding or payment) a net amount equal to the amount which we would have received and retained if the deduction, withholding or payment had not been made.

5. Data Sources

1. Connecting Data Sources

Some of our services allow you to connect Data Sources (such as bank or IRD accounts) so that we can generate real-time insights on your behalf.

2. Authorisations

When you connect a Data Source, you confirm that you are the account holder (or equivalent) or have authority from the account holder (or equivalent) to connect the Data Source to the Services.

3. Information from Data Sources

We do not independently verify any information or data received from Data Sources. As a result, we cannot and do not guarantee that this information or data will always be accurate, complete, up to date, or free from errors.

4. Availability of Data Sources

Our ability to access Data Sources depends on the Data Source Operators continuing to make their systems available.

Access may be interrupted, limited, or discontinued due to:

• changes to Data Source Operator systems, APIs, or authentication requirements;
• maintenance, outages, or technical issues relating to Data Source Operator Systems or APIs;
• legal or regulatory requirements; or
• a decision by a Data Source Operator to restrict or withdraw access.

Accordingly we cannot and do not guarantee uninterrupted or ongoing access to any Data Source.

5. Security

Data Source Operators are responsible for the security of their own systems. We are not responsible or liable for the security of your data or information stored in their systems.

6. Data Source Operator terms and conditions

Data Source Operators may have their own terms and conditions for providing your data. You must comply with those terms and conditions.

7. How you can end your use of connected Data Sources

If you wish to terminate or cancel the connection of a Data Source but continue to use our Services, you must manage this through the relevant Data Source Operator or within our Services if that functionality is available.

8. When Data Sources can terminate or cancel your access

Data Source Operators may have a right to terminate or cancel the connection of the Data Source to our Services at any time, for any reason. We are not liable to you if a Data Source Operator does this.

9. Fees for Data Sources

If a Data Source Operator charges you any fees related to your connected Data Source, you are responsible for and must pay those fees. If a Data Source Operator charges us any fees related to your connected Data Source, we may pass these fees on to you. Details of any fees that we will pass on will be specified in the License Agreement or otherwise as advised by us prior to your entry into the Agreement or on at least 30 days' notice.

6. Data, IP and privacy

1. Your Data

1. Ownership of Your Data

As between you and us, you own Your Data.

2. Licence to Your Data

You grant to us a non-exclusive licence to use Your Data:

• to provide our Services and enable us to perform our obligations and exercise our rights under the Agreement;
• to develop and improve our Services;
• to identify, develop and deliver other functionality, products and services that may be of interest to you; and
• for other purposes to which you expressly consent from time to time.

1. Necessary rights in Your Data

You warrant that you have obtained any necessary consents and have all necessary rights to grant us the licences to Your Data under section 6.1(b) (Licence to Your Data) and 6.2 (Aggregated Data).

2. Aggregated Data

You grant us a licence to use Your Data and any other data generated by relating to your use of our Services or from the infrastructure used to provide our Services (for example, the duration of a page visit) (Usage Data) in order to create (including by aggregating with other data) data sets that incorporate or are derived from Your Data and/or Usage Data (Aggregated Data). We may use, publish, distribute, license, sell and commercialise the Aggregated Data and/or reports based on or incorporating the Aggregated Data in perpetuity for any purpose, provided that before doing so we will ensure that the Aggregated Data is anonymised so that it does not contain any Personal Information or other information which identifies you or your client or would enable the identity of you or your client to be readily inferred or deciphered.

3. Our IP

1. Ownership of our Intellectual Property Rights

Subject to section 6.1(a) (Ownership of Your Data), we (and our licensors, where applicable) own all Intellectual Property Rights:

• in or relating to our Services, including the underlying software, source code and object code;
• in or relating to our templates, documents, marketing material, trade marks, business names, logos, trading styles, get-up, processes and methodologies; and
• arising from or as a result of the creation of the Aggregated Data.

1. Licence to use our Services

Subject to you complying with the Agreement, we grant you a non-exclusive, revocable, and non-transferable licence to access and use our Services for your lawful business purposes. This licence continues until your access is terminated in accordance with these Terms.

4. Privacy and security

We take the privacy and protection of Your Data very seriously.

We will take reasonable precautions to protect Your Data from loss, unauthorised or accidental access, disclosure, alteration, destruction, other misuse and actions which prevent us from accessing your information on a temporary or permanent basis (Data Breaches). If we become aware of a Data Breach we will inform you without undue delay and will cooperate with you in relation to your response to the Data Breach.

We will comply with applicable privacy laws in relation to any Personal Information that we obtain or have access to as part of us providing the Services to you. More about our privacy practices are set out in our Privacy Policy, which can be read here: https://gousable.com/legal-privacy.html

You must:

• obtain all necessary consents and provide all necessary notices in accordance with applicable privacy laws in relation to any Personal Information you enter into, upload to or connect to the Services; and
• ensure that the consents are sufficient to enable us to collect, hold, use and disclose the Personal Information in the manner contemplated in these Terms and our Privacy Policy, including by ensuring that the relevant individuals are made aware of our collection of their Personal Information and our Privacy Policy.

7. Changes to these Terms or our Services

1. Changes to terms

We may update or change the terms of the Agreement from time to time by giving at least 30 days' notice. Continuing to use our Services after the update or change becomes effective means you agree to the update or change. If you're unhappy with any update or changes, you can terminate the Agreement under section 8.1 (Termination by you).

You may not update or change the terms of the Agreement without our written agreement.

2. Changes to the Services

We may change any of our Services at any time and in any way, including by:

• adding, removing or discontinuing product features;
• changing the inclusions or limitations of our services;
• updating or modifying a Service to enhance its functionality, performance, security, or compatibility.

If the changes are likely to have a material impact on how you use our Services, we will endeavour to provide you with reasonable notice before the changes take effect. If you're unhappy with any changes, you can terminate the Agreement under section 8.1 (Termination by you).

3. Discontinuing a Service

We may decide to discontinue the development, maintenance or offering of a Service. We will provide you with reasonable notice if this occurs so that you can make alternative arrangements.

4. Rights to pro-rated refund if we make material changes

If we make material updates or changes to the Agreement or the functionality of the Services that adversely impact you or your use of our Services and you elect to terminate the Agreement within 30 days of being notified or becoming aware (whichever occurs first) of the updates or changes, you will be entitled to claim a pro-rata refund of any Fees paid in advance to the extent they relate to any period(s) after the effective date of termination.

8. Termination and suspension

1. Termination by you

You may terminate the Agreement at any time by giving us notice or by disconnecting your Data Sources and requesting the closure of your account within the Services.

2. Termination or suspension by us

We may terminate the Agreement or your access to a Service at any time for any reason by providing you with at least 30 days' notice.

We may also suspend or terminate the Agreement or your access to a Service immediately if:

• you fail to pay any Fees or other amounts when due;
• you breach any other terms of the Agreement;
• we believe it is reasonably necessary to protect the security of a Service or Your Data or any critical functionality of the Service; or
• your use of a Service contravenes an applicable law.

1. What happens on termination

Upon or following (as the case may be) termination:

• you must cease use of our Services;
• you must pay all outstanding or unpaid Fees and other amounts for the period up to termination;
• for up to 90 days following the termination you will be given an opportunity to download or extract a copy of Your Data. If this requires or you request any support or assistance from us, we may charge a reasonable fee for doing so, which we will advise in advance. After that 90 day period we may delete some or all of Your Data; and
• the following sections of these Terms, together with any other sections which are incidental to and/or required to give effect to those sections, will remain in full force and effect: 6.1 (Your Data), 6.2 (Aggregated Data), 6.3 (Our IP), 7.4 (Your rights to pro-rated refund if we make material changes), 8.3 (What happens on termination), 9 (Liability), 10 (Warranties and indemnities), 11 (Confidentiality), 12 (General Terms) and 13 (Glossary and rules of interpretation).

9. Liability

1. Limits to liability

To the maximum extent permitted by law and subject to sections 9.3 (Circumstances where liability isn't limited) and 10.3 (Statutory rights), the total liability of a party to the other party in respect of all breaches and events occurring during any 12-month period will be limited to the greater of:

• NZ$500; and
• an amount equal to the total Fees paid by you in respect of Services provided or to be provided during that 12-month period.

1. Liability for certain types of Losses excluded

To the maximum extent permitted by law and subject to sections 9.3 (Circumstances where liability isn't limited) and 10.3 (Statutory rights), neither party will be responsible or liable to the other party for any: (a) consequential, incidental, indirect, special, exemplary or punitive Losses; or (b) Losses arising from or based on late or incorrect payment of taxes, business interruption, loss of data, lost business, loss of revenue or lost profits, in each case even if that party has been advised of the possibility of such Losses.

2. Circumstances where liability isn't limited

The exclusions and limitations of liability in sections 9.1 (Limits to liability) and 9.2 (Liability for certain types of Losses excluded) will not apply to any liability:

• to pay us Fees and other amounts stated as being payable under the Agreement;
• in relation to any breach of section 2.2 (Don'ts) or 11 (Confidentiality);
• under an indemnity in section 10.2 (Indemnities); or
• in relation to any fraudulent act or any wilful misconduct.

1. Circumstances where not liable

There are some circumstances where a party won't be liable to the other party:

• Caused own Losses. Neither party will be liable to the other party for any Losses incurred by the other party to the extent these Losses have arisen due to the other party's breach of the Agreement, negligence or failure to take reasonable steps to mitigate the Losses.
• Force majeure. Neither party will be in breach of the Agreement, or liable for any Losses incurred, as a result of any act, omission or failure to the extent that act, omission or failure was caused by an event or circumstances outside of that party's reasonable control.
• Specifically excluded matters. We will not be liable to you for any Losses you may incur for, in connection with or as a result of any matter or thing which these Terms expressly state: (a) we do not warrant, guarantee or promise; or (b) we are not responsible or liable for.

1. Application of limitations and exclusions

The limitations and exclusions of liability in this section 9 apply to all claims under or in connection with the Agreement regardless of how they arise or are brought, whether for breach of the Agreement, under an indemnity, under a statue, in tort, in equity or on any other basis.

10. Warranties and indemnities

1. No other warranties

Except as expressly stated otherwise in the Agreement, our Services are provided on an “as is” and “as available” basis and to the fullest extent permitted by law we disclaim all warranties, guarantees and conditions (whether express, implied or statutory) in relation to our Services.

2. Indemnities

You indemnify us against all Losses we incur directly from or in direct connection with a third party claim or action against us which arises due to your breach of the Agreement.

We indemnify you against all Losses you incur directly from or in direct connection with a third party claim or action against you that your use of our Services infringes any third party's Intellectual Property Rights.

However neither party will be required to indemnify the other party to the extent that the relevant third party claim or action has arisen due to or would not have occurred but for:

• a breach of the Agreement by the other party; or
• any negligent or fraudulent act or omission, or any wilful misconduct, by the other party.

Where a party is indemnifying the other party in relation to a third party claim or action, the indemnifying party will have the right to control the defence of and to settle the claim or action, and the indemnified party must provide the indemnifying party with such information, cooperation and assistance as the indemnifying party may reasonably request for this purpose.

3. Statutory rights

You acknowledge and agree that our Services are services of a kind ordinarily acquired for business use, and accordingly the Consumer Guarantees Act 1993 (NZ) does not apply to our supply of the Services.

Subject to the above, nothing in these Terms will or is intended to:

• exclude, contract out of, limit or restrict any right or remedy you may have under the Fair Trading Act 1986 (NZ) or under Subpart 3 (Contractual Remedies) of Part 2 of the Contract and Commercial Law Act 2017 (NZ) in relation to misrepresentations which induced your entry into the Agreement; or
• exclude, contract out of, limit or restrict any other right or remedy which cannot be lawfully excluded, contracted out of, limited or restricted under applicable law.

11. Confidentiality

1. Confidentiality undertaking

Subject to section 11.2 (Permitted disclosure and use) and except with the other party's prior written consent, each party must not disclose to any third party, or use for its own business purposes, the other party's Confidential Information.

2. Permitted disclosure and use

A party may:

• disclose the other party's Confidential Information to the extent required by law or the listing rules of any applicable stock exchange on which the shares or securities of that party or one of its Affiliates are listed;
• disclose and use the other party's Confidential Information as reasonably required in order to give effect to the Agreement or to exercise any rights or perform any obligations under the Agreement;
• disclose the other party's Confidential Information to its Affiliates, provided that that party must ensure that they maintain the Confidential Information as confidential in a manner consistent with this section 11 (Confidentiality);
• disclose the other party's Confidential Information to its professional advisers, bankers, financiers, auditors or insurers to the extent they reasonably require access to the Confidential Information when acting in those capacities and provided they agree to maintain the information as confidential; and
• disclose the other party's Confidential Information to a potential purchaser of or investor in that party, provided that such disclosure is limited to Confidential Information which is reasonably required for that purchaser or investor to carry out due diligence in relation to that party and that party ensures that the purchaser or investor enters into an agreement or provides an undertaking to maintain the Confidential Information as confidential and to only use it for the purposes of undertaking due diligence in relation to that party.

12. General terms

1. Notices

We can give any notice under the Agreement by post, physical delivery, via email, or via an in-product notification within our Services.

You must give any notice under the Agreement via email to legal@usablebalance.com.

2. Entire agreement

Subject to section 10.3 (Statutory rights), these Terms together with any applicable License Agreement(s) constitute the entire agreement between us in connection with our Services and supersede any previous agreements or communications.

3. What happens if some of the terms can’t operate?

If any part of the Agreement is void, unenforceable or illegal in a jurisdiction, that part does not apply in that jurisdiction. However, the remainder of the Agreement continues in operation in that jurisdiction and the validity or enforceability of the remainder of the Agreement is not affected.

4. No waiver

If a party does not insist on strict performance of any part of the Agreement, that will not be deemed to be a waiver of that or any subsequent breach of the Agreement.

5. Assignment by you

You may not assign, novate or otherwise transfer your rights or obligations under the Agreement to any third party without our prior written consent (not to be unreasonably withheld).

6. Assignment by us

We may assign, novate or otherwise transfer our rights and/or obligations under the Agreement to any of our Affiliates, or to any entity that acquires all or substantially all of our business or assets related to our Services. We will give you written notice of any such assignment, novation or transfer and ensure that the Affiliate or entity to which we assign, novate or transfer agrees to comply with the Agreement (or the relevant aspects of it). You agree that from the date on which we notify you of an assignment, novation or transfer of the Agreement or our obligations under the Agreement, we will be released from any further liability to perform those obligations. If you're unhappy with an assignment, novation or transfer by us, you can terminate the Agreement under section 8.1 (Termination by you).

7. Cumulative remedies

The rights, powers and remedies provided in the Agreement are cumulative and are in addition to any rights, powers or remedies provided by law.

8. Usable contracting entities and governing law

The Agreement will be governed by and construed in accordance with the applicable governing laws listed below, and the applicable venue will have exclusive jurisdiction to adjudicate any dispute under or in connection with the Agreement.

Your location (as recorded in our system)

Usable contracting entity

Governing laws

Venue

Anywhere in the world

Usable Limited, a company incorporated in New Zealand (New Zealand company number 9259626)

Laws of New Zealand

Courts of New Zealand

9. Disputes and Customer Complaints

If you have any questions, complaints or claims that you wish to raise with us you can contact us at complaints@gousable.com.

13. Glossary and rules of interpretation

1. Glossary

The following expressions have the following meaning:

• Affiliate means in relation to a person (First Person), any other person which controls the First Person, is controlled by the First Person, or is controlled by another person who also controls the First Person. In this context control means having the power (whether directly or indirectly) to exercise, or control the exercise of, more than 50% of the voting securities of that person or to otherwise control the business and affairs of that person.
• Agreement is defined in the Introduction section of these Terms.
• Aggregated Data is defined in section 6.2 (Aggregated Data).
• Authorised Reseller means a third party authorised by us to resell any of our Services.
• Confidential Information means any information about a party or its Affiliates or any of their respective businesses, services, products, technology, assets, finances, customers, suppliers or personnel which is provided or made available to the other party under or in connection with the Agreement. Your Confidential Information includes Your Data, and our Confidential Information includes information concerning our Services and Fees, provided that in all cases Confidential Information excludes information which is or becomes (other than due to a breach of section 11 (Confidentiality) by the receiving party) publicly available.
• Data Source means an account, facility or system operated or maintained by a third party that you connect to our Services for the purposes of providing us with your data or information. This may include your bank account, your IRD account or records, or your payroll provider's system.
• Data Source Operator means the third party operator or provider of a Data Source.
• Fees means our fees for the Services, as specified in a License Agreement or, if not so specified, as stated on our website or advised by us in writing, in each case as adjusted from time to time in accordance with section 4.2 (Fee adjustments).
• Intellectual Property Rights means all intellectual property rights, including patents, copyright, designs, trade marks, know-how and moral rights.
• Invited User means a person, business or organisation who has been invited to connect to and/or use the Services by a Subscriber.
• Loss means any loss, damage, cost, expense, penalty or other liability.
• License Agreement means an order, registration or subscription form, agreement or schedule or similar document (however described and whether in physical or electronic form (including a web form)) which: (a) specifies the Services you have agreed to subscribe to or purchase; (b) attaches these Terms or incorporates them by reference; and (c) is in a form provided, approved or signed by us. If you are an Invited User, the relevant License Agreement may be with the Subscriber rather than you and in that case would not form part of your Agreement.
• Party means a party to the Agreement, being either us or you, and when we refer to parties we mean both you and us.
• Personal Information means information about an identifiable individual.
• Service Tax means any applicable goods and services tax, sales tax, value added tax or other similar form tax in any relevant jurisdiction, including (in New Zealand) goods and services tax in terms of the Goods and Services Tax Act 1985, in each case at the rate prevailing from time to time.
• Services means our cloud-based accounting, tax and financial products and services including Usable Balance, as those products and services may be changed or updated from time to time. Further details of our Services may be set out in section 1.2 (Understanding our Services' purpose) and/or on our website.
• Subscriber means a person, business or organisation who has agreed to subscribe to or purchase our Services and pay any associated Fees.
• Taxable Supply Information means taxable supply information as defined in the Goods and Services Tax Act 1985 (NZ) and/or (where applicable) any equivalent information or documentation under Sales Tax legislation in another jurisdiction where the applicable Usable Balance feature described in section 1.2 (Understanding our Services' purpose) is available. Further details relating to taxable supply information in New Zealand are available at: https://www.ird.govt.nz/gst/tax-invoices-for-gst
• Terms means these terms and conditions.
• Usable Balance means our financial platform and related services referred to as Usable Balance, further details of which are set out in section 1.2 (Understanding our Services' Purpose) and on our website.
• we, us and our means the Usable contracting entity as specified in section 12.8 (Usable contracting entities and governing law).
• you and your means the person, business or organisation that is using our Services and has accepted these Terms. This may be an accounting firm, financial institution or financial or other adviser using our Services in relation their client, in which case references to your will include (where the context requires) that client. It may also be a business or organisation which is an Invited User or is using our Services independently for itself. In all cases, if an individual person is using our Services on behalf of a business or organisation, you or your refers to that business or organisation.
• Your Data means: (a) any data, images, information (including Personal Information) and other materials relating to your business which are entered into, uploaded to or connected to a Service by you, on your behalf (e.g. by your accountant or bookkeeper), or by or from a Data Source; and (b) any further data, images, information and other materials (such as your "Usable Balance" as referred to in section 1.2 (Understanding our Services' Purpose)) which are generated by our Services from or based on the data, images, information and materials referred to in (a), but excludes any Aggregated Data.

1. Interpretation

In the Agreement:

• Whenever the words includes or including is used, that means includes (without limitation) or including (without limitation).
• If there is any conflict or inconsistency between these Terms and a License Agreement, these Terms will prevail except where and to the extent that the License Agreement expressly amends or overrides any particular sections or aspects of these Terms.
• References to legislation include any amendments to, or replacements of, that legislation, and include all regulations and binding codes made under or pursuant to that legislation.