Hnry (New Zealand) Limited, company number 7809199 (Supplier)
SECTION A: AGREEMENT AND KEY DETAILS
The Supplier agrees to provide, and the Client agrees to buy, Services on the terms of the Agreement. The agreement comprises:
▲ Section A (Agreement and Key Details), including this cover page and the signature clause; and
▲ Section B (General Terms).
Start date of the Agreement:
Our agreement with you begins from the day you complete the sign-up to the Hnry service using your email address, and you are provided with email confirmation from us to that effect. Hnry will become your tax agent and be responsible for paying and filing your taxes from the day you first get paid into your Hnry Bank Account.
End date of the Agreement:
This agreement has no set end date, and will only terminate through notice being given by either party, as per Section C, Part 8 of this Services Agreement. By actively using the Hnry online platform, being paid into a Bank Account provided by Hnry, or using any other aspects of the Hnry service, the Client continues to agree to this Services Agreement.
- Where requested, the Supplier agrees to send tax invoices on behalf of the Client to a 3rd Party nominated by the Client, based on a specific rate, costs or effort incurred
- The Client agrees that the Supplier may issue invoices and invoice reminders as agent for the Client.
- The Client agrees to nominate the Supplier as their Nominated Person or Tax Agent, allowing the Supplier to represent the Client to both the Inland Revenue Department New Zealand the Accident Compensation Corporation New Zealand, as set out in Section B of this Agreement
- The Client agrees to allow the Supplier to determine and adjust without notice their rate of Income Tax, ACC and Student Loan repayments over time to ensure tax efficiency and reduce any tax deficit
- The Supplier will be responsible for estimating an appropriate rate of Income Tax, ACC and Student Loan deductions (using income forecasts calculated based on the data provided to the Supplier by the Client) to ensure that the Client makes appropriate tax contributions and reduces the chance of penalties or fines.
- The Supplier will be responsible for withholding tax from all payments to the Client, at the aforementioned adjusting rate, and passing the entire tax amount to the relevant government tax agency as immediately as is possible. Any remaining funds will be passed immediately to the Client.
- The Supplier will be responsible for calculating the GST liability on behalf of the Client, for only the GST income and expenditure that the Client makes the Supplier aware of.
- The Client agrees to provide all their income and expenditure information to the Supplier throughout the course of the year. By default this should be achieved through the Client using a Hnry Bank Account to receive all sources of independent (non-salaried/PAYE) income, as well as using the Hnry software to log all business expenses, and the details of any other sources of income
- Acting as tax agent for the Client, the Supplier will store expense receipt data and use that data to calculate the tax liability of the Client.
- The Supplier will provide information to the Client on IRD policies for expense eligibility, however the Supplier cannot warrant the eligibility of expense claims raised by the Client.
- Where the Supplier is managing all sources of income for the Client, the Client agrees to provide the Supplier with all the necessary information for the Supplier to file an IR3 income tax submission at the end of each Tax Year.
- Where the Supplier is only managing partial sources of income for the Client, the Client agrees to provide the Supplier with all necessary income, expenditure and payment summaries within 4 weeks of receiving a request, for the Supplier to be able to file tax submissions on behalf of the Client at the end of each Tax Year.
- The Supplier will file IR3 Income Tax and GST returns on behalf of the Client, only after the Client has either been regularly paid into a Hnry Bank Account for a period of 90 consecutive days, or has paid a fee for a one-off tax filing.
- Without the full and correct income and expenditure information being provided by the Client, the Supplier can accept no responsibility for the accuracy of tax rates or filings.
- The Supplier will be responsible for deducting the necessary amounts from every payment to the Client, to cover all relevant ACC levies, based on the levy rates specified by the Accident Compensation Corporation New Zealand, and relevant to the types of work undertaken by the Client, as defined by the Client themselves.
- The Client agrees to provide all relevant information to the Supplier regarding type and frequency of work undertaken, to allow the Supplier to accurately represent their area and industry of work with ACC.
- Where requested, the Supplier agrees to provide the Client with a Professional Indemnity and Public Liability insurance policy, as appropriate for the Industry Type and Role selected by the Client during the registration process with the Supplier
- Once the Client has provided their Industry and Role Type, as well as their estimated income, a full breakdown of Insurance Fees can be requested by the Client in the form of a quote.
- If the Client chooses to be provided an insurance policy by Hnry, additional fees will be charged on each dollar earned, at the percentage rate specified on the agreed quote.
- Insurance costs are based on Clients’ type of work, the level of cover required, and the Clients’ annual income from self-employed work. Should these details materially change, any insurance policy will need to be amended, which may impact the price of the policy.
- If the Client chooses to be provided an insurance policy by Hnry, by agreeing to this Service Agreement, the Client indicates that they have read both the Insurance Declaration and Insurance Provider Terms of Business documents, and agree to those terms set out in the documents.
- Insurance policies through Hnry are only valid whilst the Client is an active user of the Hnry service.
Deduction of Funds:
- Any funds deducted by the Supplier to cover the cost of the Client’s tax (Income Tax, ACC Levies, GST) will be held in trust in cash or other liquid assets that are readily converted into cash, before being passed to the relevant government tax agency as immediately as is possible
- Any funds held by the Supplier are held in trust and are therefore protected in the event of Supplier liquidity.
- In the event that any funds held in trust accrue interest, the interest accrued against held funds will be awarded to the Supplier
Retention of Business Records:
- The Supplier will store the Client’s business records for the required retention period of at least 7 years.
- When the contractual relationship between the Supplier and the Client is terminated, the Client’s data will be available to them in a legible and unencrypted format. The Client will then assume the responsibility of retaining those records for the remainder of the retention period. Alternatively, if the Client’s records are not returned to the Client, the Supplier will retain the Client’s records for the remainder of the retention period.
- The Supplier will provide the Client’s data and information to Inland Revenue upon the request of the Commissioner under the Tax Administration Act 1994.
- For every dollar paid into a Hnry Bank Account by the Client, or by end customers of the Client, the Client agrees to pay a percentage of that amount to the Supplier. The current standard pricing is as follows:
- 1.0%+GST (capped at $2,000 per financial year)
- Fees will be deducted every time the Supplier receives a payment on behalf of the Client. Should an entity for any reason deduct Withholding Tax before an amount is paid into a Hnry Bank Account, the Hnry Fee will be charged on the gross earnings amount (pre-tax, after GST has been deducted).
- If a Client uses a Hnry Bank Account for the first time within 45 days of the end of the tax year (March 31st), the supplier reserves the right to request a one-off fee to cover the filing of tax returns on behalf of the Client for that financial year.
- For additional self-employed income that is received directly by the Client and not processed via a Hnry Bank Account after the effective date of this Agreement, the Client agrees to pay the Supplier 1%+GST of that income.
- If a Client does not provide the Supplier with their acceptance of the annual Year End earnings summary displayed on their Hnry Dashboard by the notified deadline, the Supplier reserves the right to request a one-off fee to cover the cost of filing the Income Tax return for that financial year on behalf of the Client.
SECTION B: GENERAL TERMS
In the Agreement, the following terms have the stated meaning:
Agreement: Section A (Agreement and Key Details, including the cover page and signature clauses), Section B (Authority to Act) and Section C (terms and conditions).
Confidential Information: the terms and conditions of the Agreement and any information that is not public knowledge and which is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Supplier is the Supplier’s Confidential Information.
Fees: the fees set out in the Pricing section of ‘Key Details’.
Force Majeure: an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care.
Intellectual Property Rights: includes copyright and all rights conferred under statute, common law or equity relating to inventions (including patents), registered or unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property
has a consistent meaning.
Key Details: the agreement specific details set out in Section A of the Agreement.
Services: the services set out in the Key Details.
In the Agreement:
- a. clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
- b. words importing the singular include the plural and vice versa; and
- c. a reference to:
- i. a party to this Agreement includes that party’s permitted assigns; and
- ii. including and similar words do not imply any limit.
In addition to the other obligations of the Agreement:
- a. the Supplier must provide the Services:
- i. in accordance with the Agreement, including any requirement set out in the Key Details, and all applicable laws;
- ii. exercising reasonable care, skill and diligence; and
- iii. using suitably skilled, experienced and qualified staff; and
- b. the Client must promptly make decisions (including approvals) and provide the Supplier with all information reasonably required to provide the Services.
The Supplier warrants that the Services will, at the time they are provided, materially conform to any requirement set out in the Key Details.
3.2 Breach of warranty:
If the Services do not meet a warranty, at the Client’s request and at the Supplier’s cost, the Supplier must re-perform the Services so that they meet or satisfy that warranty. The Supplier’s obligation under this clause 3.2 is the Client’s sole remedy against the Supplier for breach of warranty.
- a. To the maximum extent permitted by law, the Supplier’s warranties are limited to those stated in clause 3.1. Any implied condition or warranty (including any warranty under the New Zealand Sale of Goods Act 1908) is excluded.
- b. The Client agrees and represents that it is acquiring the Services for the purposes of a business and that the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement.
4 INTELLECTUAL PROPERTY
4.1 Retained Intellectual Property:
The following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) remains the property of the current owner, regardless of its use in the Services:
- a. Intellectual Property that existed prior to the date of the Agreement; and
- b. Intellectual Property that was developed independently of the Agreement.
4.2 Know how:
To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any know how, techniques, ideas, methodologies, and similar Intellectual Property developed by the Supplier in the provision of the Services to the Client.
4.3 Ownership going forward:
- a. Subject to clauses 4.1 and 4.2, all new Intellectual Property created or developed by the Supplier in providing the Services, is owned by the Supplier
The Client must pay the Fees to the Supplier for providing the Services. Fees will be deducted automatically by the Supplier from all income managed on behalf of the Client.
5.2 Promotional Credit:
Periodically, Hnry may offer promotional credit to existing and prospective customers as a form of incentive or rewards. Credit is only valid for active, transacting Hnry customers. Any credit earned by the Client via referral of Hnry to other parties will be valid only after that party has received their first payment through Hnry. Once active, Credits will be automatically used in lieu of payment of Hnry fees.
Each party agrees that, unless it has the prior written consent of the other party, it will:
- a. keep confidential at all times the Confidential Information of the other party; and
- b. ensure that any personnel or professional advisor to whom a party discloses other party’s Confidential Information are aware of, and comply with, the provisions of this clause 6.1.
- c. not permit third-party access to the Client’s Hnry login details and Confidential Information* (Option 1 - using Clause 7.4 as the back-up for liability, or use Option 2 below)
6.2 Third-party access:
Sharing personal log-in details to the Client’s Hnry profile contravenes the Supplier’s Terms and Conditions. The Supplier cannot be held liable for providing Confidential Information to a third party in the event of third party access being granted by the Client.*(Option 2)
6.3 Disclosure required:
The obligations of confidentiality in clause 6.1 do not apply to any disclosure:
- a. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
- b. required by law (including under the rules of any stock exchange);
- c. of Confidential Information which:
- i. is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
- ii. was rightfully received from a third party without restriction or without breach of the Agreement; or
- d. by the Supplier if required as part of a bonafide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 6.
6.4 Return of information:
Except to the extent that a party has ongoing rights to use Confidential Information, a party must, at the request of the other party following the expiry or termination of the Agreement, promptly return to the other party or destroy all Confidential Information of the other party in the recipient party’s possession or control.
7.1 Maximum liability:
The maximum aggregate liability of the Supplier under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed the Fees paid and/or payable by the Client under the Agreement for Services properly provided in accordance with the Agreement.
7.2 Unrecoverable loss:
Except for the Client’s liability to pay the Fees, neither party is liable to the other for any loss of profit, data, savings, business, revenue, and/or goodwill, or other indirect, consequential or incidental loss or damage arising under or in connection with the Agreement.
7.3 Unlimited liability:
- a. Clauses 7.1 and 7.2 do not apply to limit the Supplier’s liability for:
- i. personal injury or death;
- ii. fraud or wilful misconduct; or
- iii. breach of clause 6.
- b. Clause 7.2 does not apply to limit the Client’s liability for those matters stated in clause 7.3a i - iii.
7.4 No liability for the other’s failure:
Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent that such failure is directly attributable to the other party failing to comply with its obligations under the Agreement, or to the negligence or misconduct of the other party or its personnel.
Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
8 TERM AND TERMINATION
Unless terminated under this clause 8, the Agreement starts and ends on the dates set out in the Key Details.
8.2 No fault termination:
Either party may terminate the Agreement on no less than one month’s prior written notice to the other party.
8.3 Other termination rights:
Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
- a. breaches any material provision of the Agreement and the breach is not:
- i. remedied within 10 days of the receipt of the notice from the first party requiring it to remedy the breach; or
- ii. capable of being remedied;
- b. has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason; or
- c. is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
8.4 Consequences of expiry or termination:
- a. Expiry or termination of the Agreement does not affect each party’s rights and obligations accrued before the termination or expiry date.
- b. The Client must pay for Services provided before the expiry or termination date.
8.5 Obligations continuing:
Clauses which, by their nature are intended to survive expiry or termination, including clauses 6, 7 and 8, continue in force.
8.6 Forced Termination:
The Supplier reserves the right to terminate the Client’s access to the Supplier’s services with immediate effect, including (but not limited to) tax payment and filing services, invoicing, Public Liability and Professional Indemnity Insurance under the following circumstances:
- In the event that the Supplier becomes aware that the Client has no intention of using the Hnry service for their self-employed income
- In the event that the Supplier determines that the Client is not (and will not in future be) earning income as a sole-trader, freelancer or contractor
- In the event that the Client ceases to receive funds into a Hnry account for a period of 90 consecutive days without prior notice
9.1 Good faith negotiations:
Before taking any Court action, a party must use their best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
9.2 Obligations continue:
Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.
9.3 Right to seek relief:
This clause 9 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
10 GENERAL PROVISIONS
10.1 Force Majeure:
Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
- a. immediately notifies the other party and provides full information about the Force Majeure;
- b. uses best endeavours to overcome the Force Majeure; and
- c. continues to perform its obligations as far as practicable.
To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.
10.3 Independent contractor:
The Supplier is an independent contractor of the Client. No other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.
A notice given by a party under the Agreement must be delivered via email to an email address notified by the other party for this purpose. If the notice is given under clause 8, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive of the other party.
Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.
Any variation to the Agreement must be in writing and signed by both parties.
10.7 Entire Agreement:
The Agreement sets out everything agreed by the parties relating to the Services and supersedes and cancels anything discussed, exchanged or agreed prior to the Agreement’s start. The parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the Agreement’s start. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A, and13 of the Fair Trading Act 1986.
10.8 Subcontracting and assignment:
Neither party may assign, subcontract or transfer any right or obligation under the Agreement without the prior written approval of the other (not to be unreasonably withheld). The first party remains liable for its obligations under the Agreement despite any approved assignment, subcontracting, or transfer.
The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement.
The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and sending (including by facsimile or email) a counterpart copy to the other party.