Simply Payroll Terms and Conditions

Simply Payroll is an online payroll service for small businesses within New Zealand, that is accessed via its mobile device app or its website.

1. APPLICATION OF THE TERMS

  1.1 The Terms apply to Your use of the Services. By accessing (whether via the App or the Website)
      and using the Services:

    1.a You agree to the Terms; and

    1.b where Your access and use is on behalf of another person (e.g. a company), You confirm that You are
      authorised to, and do in fact, agree to the Terms on that person’s behalf and that, by agreeing to the
      Terms on that person’s behalf, that person is bound by the Terms.

  1.2 If You do not agree to the Terms, You are not authorised to access and use the Services, and You must
      immediately stop doing so.

2. CHANGES

  2.1 Simply Payroll may change the Terms at any time by updating them on the App and the Website. Unless stated
      otherwise and subject to clause 2.2, any change takes effect immediately. You are responsible for ensuring
      that You are familiar with the latest Terms. By continuing to access and use the Services, You agree to be
      bound by the changed Terms.

  2.2 Simply Payroll may change the Fees payable by You from time to time by updating them on the App and the
      Website. The changed Fees will apply from the next Payrun after the expiry of one calendar month from the
      date of the update. If the change is a Fee increase and You do not want to pay that increase, You may
      terminate the Terms and Your use of the Services in accordance with clause 13.3.

  2.3 The Terms were last updated on 25 May 2015.

3. DEFINITIONS AND INTERPRETATION

  3.1 In the Terms:

      - “App” means the Simply Payroll application that may be downloaded by You or an Authorised User onto
        a mobile device.
      - “Authorised User” means a member of Your personnel that is authorised by You to use the Services on
        Your behalf.
      - “collection costs” has the meaning given in clause 6.3d of the Terms.
      - “Confidential Information” means any information that is not public knowledge and that is obtained from
        the other party in the course of, or in connection with, the Terms and the provision of the Services.
        Intellectual Property owned by Simply Payroll (or its licensors) is Simply Payroll’s Confidential
        Information. The Data is Your Confidential Information.
      - “Data” means any data inputted into the Services via the App or the Website by You or on Your behalf,
        including Personal Information and any payroll and employee information required by Simply Payroll to
        provide the Services, including to complete a Payrun and make associated IRD filings.
      - “Fees” means the fees (plus GST) payable by You for the use of the Services, as set out on the App and
        the Website, and as updated from time to time by Simply Payroll in accordance with clause 2.2.
      - “Force Majeure” means an event beyond Simply Payroll’s or the PAYE Intermediary’s reasonable control,
        including communications lines failure, internet failure, hacking, natural or manmade disaster, acts of
        God, sabotage, or failure of electrical supply.
      - “Holding Account” means Simply Payroll’s bank account, into which You must pay the Payrun Funds on or
        before the dates set out in the App and the Website.
      - “including” and similar phrases do not imply any limit.
      - “IRD” means the New Zealand Inland Revenue Department.
      - “Intellectual Property Right” includes copyright and all worldwide rights conferred under statute, common
        law or equity relating to inventions (including patents), registered and 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, and includes any enhancement, modification or derivative
        work of the Intellectual Property.
      - “Loss” includes loss of profits, savings, revenue, or data, and any other claim, damage, loss, liability
        and cost, including legal costs on a solicitor and own client basis.
      - “Objectionable” includes being objectionable, defamatory, obscene, harassing, or unlawful in any way.
      - “Payrun” means the payment to Your Employees by Simply Payroll of their net wages and/or salaries on the
        payment date set by You (or, if the payment date is not a normal business day in New Zealand, on the
        next business day).
      - “Payrun Funds” means the amount payable by You in respect of a Payrun, including the gross amount payable
        to and in respect of Your employees (including, to avoid doubt, all employment related tax payments and
        deductions and any employer Kiwisaver contribution), plus the Fees.
      - “PAYE Intermediary” means Right Remuneration Limited who is a registered PAYE Intermediary (for the
        purpose of Income Tax Act 1997 and Part 2B of the Tax Administration Act 1994) and who provides the
        PAYE Intermediary Service on behalf of Simply Payroll.
      - “PAYE Intermediary Service” means the Service through which the PAYE Intermediary calculates Your payroll
        information, pays Your employees, pays Your employment related tax deductions to the IRD, and meets Your
        record keeping and return filing requirements.
      - “person” includes an individual, a body corporate, an association of persons (whether corporate or not),
        a trust, a government department, or any other entity.
      - “personnel” includes officers, employees, contractors and agents, but a reference to Your personnel does
        not include Simply Payroll.
      - “Personal Information” means information about an identifiable living person.
      - “Services” means the online payroll services made available by Simply Payroll and subscribed for by You,
        including the PAYE Intermediary Service and Your use of the App and the Website. The online payroll
        services are described in further detail on the App and the Website, as updated by Simply Payroll from
        time to time.
      - “Service Specific Term” means any additional term and condition that applies to a particular service,
        as advised by Simply Payroll.
      - “Simply Payroll” means Payroll.Kiwi Limited trading as Simply Payroll and includes, in respect of the
        PAYE Intermediary Service, the PAYE Intermediary.
      - “Terms” means these terms and conditions titled Simply Payroll Terms and Conditions and includes any
        Service Specific Terms.
      - “Underlying Systems” means any network, system, software, IT solution, hardware, data or material that
        underlies or is used by Simply Payroll to provide the Services, including any third party solution,
        system, network or hardware. To avoid doubt, Underlying Systems exclude any network, system, hardware
        or internet connection required by You to access the Services.
      - “User ID” means a unique name and/or password allocated to You or an Authorised User to access the Services.
      - “Website” means the Internet site at the domain www.simplypayroll.co.nz.
      - “You” means you, or if clause 1.1b applies, both you and the other person on whose behalf you arises
        acting. “Your” has a corresponding meaning.

  3.2 You are referred, in particular, to the definition of “Simply Payroll” in clause 3.1, which includes a
      reference to the PAYE Intermediary in respect of the PAYE Intermediary Service. As a result, the rights
      and obligations of Simply Payroll (including any disclaimer or exclusion or limitation of liability) apply
      jointly to Simply Payroll and the PAYE Intermediary. Each of Simply Payroll and the PAYE Intermediary
      may enforce the Terms against You.

4. SERVICES

  4.1 Simply Payroll must use its best efforts to provide the Services:

    1.a in accordance with the Terms and New Zealand law; and

    1.b exercising reasonable care, skill and diligence.

  4.2 Simply Payroll’s provision of the Services to You is non-exclusive.

  4.3 Simply Payroll will use its reasonable efforts to ensure the Services are available on a 24/7 basis in New
      Zealand. However, on occasion the Services may be unavailable to permit maintenance or other development
      activity to take place, or in the event of Force Majeure. Simply Payroll will use reasonable efforts to
      advise You in advance of any unavailability.

  4.4 Simply Payroll is responsible for procuring all Underlying Systems reasonably required for it to provide the
      Services in accordance with the Terms.

  4.5 Simply Payroll may advise You of other restrictions on the use of the Services, including any Service
      Specific Term, including dates on which Data must be submitted to enable the processing of a Payrun and
      provision of other Services. These restrictions are binding on You. Restrictions will be advised in advance
      and may include restrictions imposed on Simply Payroll by third parties, e.g. any IRD limit on the use of
      the PAYE Intermediary Service.

  4.6 Support:

    6.a Subject to You complying with Your obligations in the Terms and the conditions in clause 4.6b,
        between 8.30am to 5.00pm on normal business days in New Zealand, Simply Payroll must use reasonable
        efforts to provide telephone and email support in the form of consultation, assistance and advice.

    6.b Before contacting Simply Payroll for support, You must use reasonable efforts to resolve the issue by
        referring to explanatory notes and other material that is available on the App and the Website.

    6.c Simply Payroll is not required to provide support, or may charge You additional fees for any support
        provided, if the need for support results from a breach of the Terms by You or an Authorised User or
        the issue to which the support relates has been corrected by an update to the App that You have
        not downloaded.

  4.7 Where You have subscribed for the PAYE Intermediary Service, the following terms applies.

    7.a On the direct debit date, Simply Payroll will debit the Payroll Funds from Your nominated account. You
        acknowledge that, if the amount of the Payroll Funds is not available (in whole or in part) in Your
        account on the direct debit date, Simply Payroll will not be able to provide the Services, including
        processing the Payrun. Simply Payroll will have no responsibility or liability to You or any other
        person due to a lack of funds on Your behalf.

    7.b On the Payrun date, Simply Payroll will disburse the Payroll Funds as follows.

      7.b.i Each employee’s net wage or salary will be paid into the employee’s account.

      7.b.ii All employer deductions and other IRD payments will be deposited into the PAYE Intermediary trust
             account, including PAYE, student loan deductions, child support payments, specified superannuation
             contributions withholding tax, employer superannuation contribution tax, withholding tax, KiwiSaver
             employee deductions, KiwiSaver employer contributions, and payroll giving donations. These deductions
             and other IRD payments will be paid by the PAYE Intermediary to the IRD on or before the due date
             for payment.

      7.b.iii The Fees will be deducted by Simply Payroll.

    7.c You authorise Simply Payroll to debit from the Holding Account any amount paid into that account on
        account of an invoice or future invoice for Fees.

    7.d To the extent that the Holding Account or the PAYE Intermediary trust account is interest bearing,
        all such interest accrues to Simply Payroll.

    7.e You acknowledge that only one employer related filing may be filed with the IRD each filing period and,
        as a result, You must ensure that You start to use the Services at the start of such period. To the
        extent that You do not do so, Simply Payroll may charge additional fees for its extra time and costs
        incurred as a result of this.

5. YOUR GENERAL OBLIGATIONS

  5.1 You and the Authorised Users must:

    1.a use the Services in accordance with the Terms solely for:

      1.a.i Your internal business purposes; and

      1.a.ii lawful purposes; and

    1.b not transfer or resell the Services to any third party, act as a service bureau in respect of the
        Services, or otherwise commercially exploit the Services; and

    1.c ensure that the Services are only accessed by You or Your Authorised Users.

  5.2 You must provide true, current and complete information and Data in Your dealings with Simply Payroll and
      within any timeframe required for the provision of that information and Data (e.g. processing deadlines
      for Payruns). You must promptly update that information and Data as required so that it remains true,
      current and complete. Without limit, this clause 5.2 applies to the provision of:

    2.a account “set up” information; and

    2.b any information and Data required to provide the Services, including to process a Payrun. Simply Payroll
        has no liability or responsibility to You or any third party to the extent that it fails to provide the
        Services or breaches the Terms (including failing to process a Payrun or to provide the correct
        information to the IRD) where that breach is caused by Your or an Authorised User’s breach of this
        clause 5.2 (whether intentional or not). Simply Payroll may charge You additional fees for the
        correction of any information or Data.

  5.3 You must keep Your User ID secure and:

    3.a not permit any other person to use Your User ID, including not disclosing or providing it to
        any other person;

    3.b immediately notify Simply Payroll if you become aware of any disclosure or unauthorised use of Your
        User ID, by sending an email to helpdesk@simplypayroll.co.nz.

  5.4 You (as the administrator of Your account) are responsible for the granting of Services access rights to
      Authorised Users, including for imposing any restriction on that right. If You wish to stop an Authorised
      User’s access rights, You must terminate those rights via the administration settings on Your account. To
      avoid doubt, Simply Payroll has no responsibility or liability in respect of the termination of an
      Authorised User’s access rights.

  5.5 To use the Services, You must:

    5.a maintain an internet connection at Your own cost;

    5.b complete all third party forms and authorisations required by Simply Payroll to provide the Services,
        including any direct debit and other bank authorisation forms required to enable the payment into the
        Holding Account of the Payment Funds. These third parties may impose additional terms in respect of
        their functions. You must comply with those additional terms;

    5.c do anything reasonably required by Simply Payroll to enable it to provide the Services; and

    5.d ensure Your bank account from which the Payroll Funds are debited has sufficient funds in it at the
        time of the debit.

  5.6 When accessing the Services, You and the Authorised Users must:

    6.a not impersonate another person or misrepresent authorisation to act on behalf of others or Simply Payroll;

    6.b correctly identify the sender of all electronic transmissions;

    6.c not attempt to undermine the security or integrity of the Underlying Systems;

    6.d not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems
        or impair the ability of any other user to use the Services;

    6.e not attempt to view, access or copy any material or data other than that to which You are authorised
        to access; and

    6.f neither use the Services in a manner, nor transmit, input or store any Data, that breaches any third
        party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect
        or misleading.

  5.7 A breach of Your obligations under the Terms by an Authorised User or any of Your personnel is deemed to
      be a breach of the Terms by You. You must procure those persons compliance with the Terms (including
      this clause 5).

6. FEES

  6.1 You must pay the Fees (which are listed in NZD), plus GST, to Simply Payroll for the Services on or before
      the date of each PayRun. The Fees must be paid electronically in cleared funds and without set off or
      deduction, as part of the Payrun Funds.

  6.2 Simply Payroll must provide invoices for all Fees due under the Terms.

  6.3 If You do not pay any Fee by the due date, without limiting any right or remedy of Simply Payroll,
      Simply Payroll may do any or all of the following:

    3.a suspend the provision of the Services, including any Payrun occurring after the due date;

    3.b terminate the Terms, in which case the Services shall cease immediately;

    3.c charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment
        (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate
        (monthly charging cycle) applied by Simply Payroll’s primary trading bank as at the due date (or if
        Simply Payroll’s primary trading bank ceases to quote such a rate, then the rate which in the opinion
        of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a
        percentage) plus 2% per annum; and/or

    3.d require You to pay on demand all costs and expenses incurred by Simply Payroll in the recovery or
        attempted recovery of any overdue amount, including any debt collection agency fees and administration
        costs (together, collection costs).

  6.4 You acknowledge that an IRD subsidy may be available to Simply Payroll resulting from Your use of the
      PAYE Intermediary Service. You agree to complete any form or provide any approval required for
      Simply Payroll to obtain that subsidy.

7. DATA

  7.1 You acknowledge that Simply Payroll requires access to the Data to fulfil its obligations under the Terms
      and to provide the Services. To the extent that this is necessary but subject to clause 8, Simply Payroll
      may authorise a member or members of its personnel to access the Data for that purpose. You must arrange
      all necessary consents and approvals (including any employee consent and approval) for Simply Payroll
      (and its personnel) to access the Data for that purpose.

  7.2 You acknowledge and agree that, to the extent that Data contains Personal Information, in collecting,
      holding and processing that information through the Services, Simply Payroll is acting as Your agent for
      the purposes of the Privacy Act 1993 and any other applicable privacy law.

  7.3 While Simply Payroll will take standard industry measures to back up all Data stored using the Services,
      You must keep a separate back-up copy of all Data uploaded by You onto the Services.

  7.4 You indemnify Simply Payroll against any Loss arising from any actual or alleged claim by a third party
      that any Data infringes the rights of that third party (including Intellectual Property Rights and
      privacy rights) or that the Data is Objectionable, incorrect or misleading.

  7.5 You acknowledge and agree that Simply Payroll may anonymise and publish Data on an aggregated basis for
      reporting to third parties or on public mediums. Such reporting and publishing shall not be completed
      in such a way to make your Data identifiable to any party other than Simply Payroll.

8. CONFIDENTIALITY

  8.1 Each party agrees that, unless it has the prior written consent of the other party, it must:

    1.a keep confidential at all times the Confidential Information of the other party; and

    1.b ensure that any personnel or professional advisor to whom a party discloses other party’s
        Confidential Information is aware of, and complies with, the provisions of this clause 8.

  8.2 The obligations of confidentiality in clause 8 do not apply to any disclosure:

    2.a for the purpose of performing the Agreement or enforcing a party’s rights under the Agreement;

    2.b required by law (including the rules of any stock exchange);

    2.c of Confidential Information which:

      2.c.i is publicly available through no fault of the recipient of the Confidential Information or
            its personnel; or

      2.c.ii was rightfully received from a third party without restriction or without breach of the Terms; or

    2.d by Simply Payroll as part of a bona fide sale of its business (assets or shares, whether in whole or in
        part) to a third party, provided that Simply Payroll enters into a confidentiality agreement with the
        third party on terms no less restrictive than this clause 8.

  8.3 Except to the extent that a party has ongoing rights to use Confidential Information or is required by law
      to retain Confidential Information (and, to avoid doubt, Simply Payroll is required under New Zealand Law
      to retain certain Data for 7 years from Your last processed Payrun), a party must, at the request of the
      other party following the 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.

9. PRIVACY

  9.1 For Simply Payroll to provide the Services, You will need to provide Personal Information to Simply Payroll,
      particularly about Your employees. When You provide this information, Simply Payroll will comply with the
      New Zealand Privacy Act 1993.

  9.2 Simply Payroll’s Privacy Policy, as updated from time to time by Simply Payroll, applies to its use of
      Personal Information.

10. INTELLECTUAL PROPERTY

  10.1 Subject to clause 10.2, title to, and all Intellectual Property Rights in, the App, the Website, and the
       Services (including all information, data, text, graphics, artwork, photographs, logos, icons, sound
       recordings, videos and look and feel), and all Underlying Systems is and remains the property of
       Simply Payroll (and its licensors). You must not dispute that ownership.

  10.2 Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains Your property.
       You grant Simply Payroll a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to
       use, store, copy, modify, make available and communicate the Data for any purpose connected with the
       exercise of its rights and performance of its obligations in accordance with the Terms.

  10.3 To the extent not owned by Simply Payroll, You grant Simply Payroll a royalty-free, irrevocable and
       perpetual licence to use any know how, techniques, ideas, methodologies, and similar Intellectual Property
       used by Simply Payroll in the provision of the Services.

11. DISCLAIMER

  11.1 To the extent permitted by law, Simply Payroll (and its licensors) have no liability or responsibility to
       You or any other person for any Loss in connection with:

    1.a the Services being unavailable (in whole or in part) or performing slowly;

    1.b any error in, or omission from, any information made available through the Services;

    1.c any exposure to viruses or other forms of interference which may damage Your computer system or expose You
        to fraud when You access or use the Services. To avoid doubt, You are responsible for ensuring the process
        by which You access and use the Services protects You from this; and

    1.d any site linked from the Services. Any link on the Services to a third party website does not imply any
        endorsement, approval or recommendation of, or responsibility for, that site or its contents, operations,
        products or operator.

  11.2 To the extent permitted by law:

    2.a Simply Payroll’s warranties are limited to those set out in the Terms, and all other conditions,
        guarantees or warranties whether express or implied by statute or otherwise (including any warranty
        under the Sale of Goods Act 1908) are expressly excluded; and

    2.b Simply Payroll makes no representation on the quality of the Services and does not promise that the
        Services will:

      2.b.i meet Your requirements or be suitable for a particular purpose, including that the use of the Services
            will fulfil or meet any statutory role, responsibility or obligation imposed on You; or

      2.b.ii be secure, free of viruses or other harmful code, uninterrupted or error free.

  11.3 You agree and represent that You are acquiring the Services for the purpose of a business, You are not a
       “consumer” as defined in the Consumer Guarantees Act 1993, and that the Consumer Guarantees Act 1993 does
       not apply to the supply of the Services or the Terms.

  11.4 To avoid doubt, the provision of the Services is not intended, and does not, create any relationship
       between Simply Payroll and any of Your employees.

12. LIABILITY

  12.1 To the maximum extent permitted by law but subject to clause 12.2:

    1.a Your access and use of the Services is at Your own risk; and

    1.b Simply Payroll is not liable or responsible to You or any other person for any Loss under or in connection
        with the Terms, the Services, or Your access and use of (or inability to access or use) the Services.
        This exclusion applies regardless of whether Simply Payroll’s liability or responsibility arises in
        contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

  12.2 To the extent that the IRD imposes on You a penalty, fine, or interest charges (IRD penalty) as a result of
       Simply Payroll’s failure to provide the Services in accordance with the Terms, on receipt of sufficient
       information to enable Simply Payroll to verify the IRD penalty, Simply Payroll will pay You the amount of
       that penalty, provided that:

    2.a You must notify Simply Payroll immediately on receipt of the notice from IRD specifying the IRD penalty
        and must provide Simply Payroll the opportunity to contact the IRD to determine whether the IRD will waive
        the IRD penalty; and

    2.b if a waiver of the penalty is not possible, You must immediately pay the IRD penalty and do all other acts
        required to minimise the IRD Penalty.

  12.3 Clause 12.2 does not apply, and Simply Payroll is not liable to You or to any other person for the IRD
       penalty to the extent that the IRD penalty results from:

    3.a a Force Majeure;

    3.b a failure of You or an Authorised User to supply the Data required to provide the Services or to supply
        the correct and/or complete Data;

    3.c insufficient funds in the Holding Account, including as a result of Your failure to ensure that sufficient
        funds could be debited from Your account into the Holding Account on the direct debit date;

    3.d without limiting the previous items in this clause 12.3, any breach of the Terms by You or an
        Authorised User.

  12.4 Subject to clause 12.2, Simply Payroll is not liable to You for any:

    4.a loss of profit, use, revenue, data (including Data), savings, business, and/or goodwill, or

    4.b indirect, consequential or incidental loss or damage arising under or in connection with the Terms
        or the Services.

  12.5 Where Simply Payroll cannot at law exclude its liability under clause 12.1b but subject to the remaining
       provisions of this clause 12, to the maximum extent permitted by law, Simply Payroll’s total liability to
       You under or in connection with the Terms, or in connection with the Services, or Your access and use of
       (or inability to access or use) the Services in any 12 month period is limited to the total Fees paid by
       You under the Agreement in the previous 12 months, which in the first 12 months of the Terms is deemed
       to be NZD 500.00.

  12.6 Despite anything to the contrary in this clause 12, nothing in this clause 12 has the effect of
       contracting out of or excluding or limiting liability that cannot, at law, be excluded or limited.

  12.7 Without limiting any right or remedy of Simply Payroll, You indemnify Simply Payroll for any IRD penalty
       imposed on it or the PAYE Intermediary, and any collection costs, as a result of Your breach of the Terms.
       You must pay Simply Payroll an amount equivalent to that penalty and/or costs on demand.

13. TERMINATION AND SUSPENSION

  13.1 Either party may terminate the Terms and the provision of the Services:

    1.a by providing at least one calendar month’s notice in writing to the other party;

    1.b immediately on notice if the other party 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

    1.c immediately on notice if Simply Payroll is unable to perform a material obligation under the Agreement
        for 30 days or more due to Force Majeure.

  13.2 Without limiting any other right or remedy available to Simply Payroll, if Simply Payroll considers that
       You (or an Authorised User) have breached the Terms or Simply Payroll otherwise considers it appropriate,
       it may immediately terminate all or part of the Services and the Terms. Simply Payroll will provide You
       with notice of any termination under this clause. Under such circumstances, Simply Payroll will provide
       you with a copy of Data stored using the Services in common electronic form. Simply Payroll does not
       warrant that the format of the Data will be compatible with any software.

  13.3 You may terminate the Terms and the provision of the Services if Simply Payroll has increased the Fees
       under clause 2.2 and You do not wish to pay those increased fees, provided that Simply Payroll must
       receive Your notice of termination within 10 days of the change being advised to you. The termination
       will take effect on the date of the Fee increase. If You do not terminate the Terms in accordance with
       this clause, You are deemed to have agreed to the increased Fees.

  13.4 Without limiting any other right or remedy available to Simply Payroll, Simply Payroll may immediately
       restrict or suspend Your access to the Services where it considers that You (or an Authorised User) have:

    4.a undermined, or attempted to undermine, the security or integrity of the Services or any Underlying System;

    4.b used, or attempted to use, the Services:

      4.b.i for improper purposes; or

      4.b.ii in a manner, other than for normal operational purposes, that materially reduces the operational
             performance of the Services;

    4.c failed to provide the Data required for Simply Payroll to properly process a Payrun or to provide the
        relevant information to the IRD (by way of return or otherwise); or

    4.d otherwise breached the Terms.

  13.5 Simply Payroll will advise You of any suspension under this clause. During the period of a suspension, no
       Services will be provided and You will be responsible for all of Your payroll and associated
       (e.g. IRD filings and wage and salary payment) obligations. During suspension, You may request a copy of
       Data stored using the Services. On receipt of the request, Simply Payroll must provide a copy of the
       Data in a common electronic form. Simply Payroll does not warrant that the format of the Data will be
       compatible with any software.

  13.6 On suspension or termination, your access to the Services will be limited to the access, retrieval and
       export of Data stored using the Services. Access to this Data will continue to be provided indefinitely
       following termination of the Agreement.

  13.7 On termination:

    7.a You must pay for all Services provided up to and including the termination date. For this purpose
        (and to the extent the money is available), You authorise Simply Payroll to deduct all outstanding
        Fees and other amounts owed to Simply Payroll from Your funds in the Holding Account; and

    7.b subject to clause 13.6a, Simply Payroll must transfer Your residual funds in the Holding Account
        (if any) to an account nominated by You.

  13.8 At any time prior to one month after the termination date, You may request a copy of Data stored using the
       Services. On receipt of the request, Simply Payroll must provide a copy of the Data in a common electronic
       form. Simply Payroll does not warrant that the format of the Data will be compatible with any software.

  13.9 Termination of the Terms does not affect each party’s rights and obligations that accrued before the
       termination date.

  13.10 Clauses which, by their nature, are intended to survive termination of the Terms, including
        clauses 6, 7, 8, 9, 10, 11, 12, 13, and 14.7, continue in force.

14. GENERAL

    14.1 If Simply Payroll needs to contact You, it may do so by email or posting a notice on the App or the
         Website. You agree that this satisfies all legal requirements in relation to written communications.

    14.2 Simply Payroll is not liable to You for any failure to provide the Services or to otherwise perform its
         obligations under the Terms to the extent the failure is caused by Force Majeure.

    14.3 You may not assign or transfer any right or obligation under the Terms without Simply Payroll’s
         prior written consent.

    14.4 Subject to clause 3.2, no person other than Simply Payroll and You has any right to a benefit under,
         or to enforce, the Agreement.

    14.5 For a party to waive a right under the Terms, the waiver must be in writing.

    14.6 If any part or provision of the Terms is or becomes illegal, unenforceable, or invalid, the part or
         provision is deemed to be modified to the extent required to remedy the illegality, unenforceability
         or invalidity. If a modification is not possible, the part or provision must be treated for all
         purposes as severed from the Terms. The remainder of the Terms are binding on You.

    14.7 The Terms, and any dispute relating to the Terms or the Services, are 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 Terms or the Services.

    14.8 The Terms and Simply Payroll’s Privacy Policy sets out everything agreed by the parties relating to
         Your use of the Services and supersede and cancel anything discussed, exchanged or agreed prior to You
         agreeing to the Terms. The parties have not relied on any representation, warranty or agreement relating
         to the Services that is not expressly set out in the Terms, and no such representation, warranty or
         agreement has any effect from the date You agreed to the Terms. Without limiting the previous sentence,
         the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986.