Last updated on 09 Aug 2023
These are your legal rights and obligations, so please read everything. If you can’t agree to our terms, then you can’t use our services.
If you still have questions or comments after you’ve read these terms, please get in touch.
These Terms of Use (including the ‘Software Agreement’) apply to anyone who visits the Skinny Robot Ltd website or uses any of our products or services. Your use of our website, products or services constitutes your acceptance of these Terms of Use. In these Terms of Use and generally on the Skinny Robot website.
“Website” means the Skinny Robot website;
“we”, “our” or “us” means Skinny Robot Limited and all current and future global subsidiaries. When we say Skinny Robot, we, our or us, we’re talking about the Skinny Robot entity you contract with and pay fees to based on the edition of the Skinny Robot product you’re using;
“you” means you, the person using our Services. When we say you or your, we mean both you and any entity or firm you’re authorised to represent;
“Services” means all products, goods or services we provide to you including our Website;
“Software” means the software we provide to you as part of our products and means for example the Skinny Robot software;
“Intellectual Property Rights” includes without limitation any copyright, patents, trade marks, design rights or database rights, whether registrable or not, and whether registered or not, and also includes any other proprietary rights, trade secrets or rights of publicity, privacy or confidentiality;
When you create a “subscription” to use our services and accept these terms, you become a subscriber. If you’re the subscriber, you’re the one responsible for paying for your subscription.
“Subscriber” means a person setup to use the Services and is a person who can have all available or limited privileges in using the Software. As a subscriber inviting other users into a subscription, you should understand the permissions you’re granting to invited users.
“invited user” is a person other than the subscriber who has been invited to use our services through a subscription. It is possible to create a User who will never access the system, the functions of such a user will be performed by a user with a higher degree of security privileges. If you’re an invited user, you must also accept these terms to use our services.
Whether you’re a subscriber or an invited user, we grant you the right to use our services (based on your subscription type, your user role and the level of access you’ve been granted) for as long as the subscriber continues to pay for the subscription, until the subscription is terminated, or – if you’re an invited user – until your access is revoked.
“Software Agreement” means the relevant Subscription agreement under which any of our Software products are subscribed to and comprises the terms and conditions contained in these Terms of Use which are expressly or by implication intended to apply to the Subscription of the Software;
In addition to these ‘Terms of Use’ other contractual terms may apply to some Services. It is important that you are familiar with all of the terms applying to your use of our Services.
Any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or bylaw made under that enactment.
Words like ‘include’ and ‘including’ are not words of limitation and where anything is within our discretion we mean our sole discretion.
Promotional pricing and free trials cannot be combined with other offers and are not available to existing customers or for upgrades. Any promotional offers are available for a limited time only. Pricing, terms, features and support are subject to change by Xero at any time. See the terms of use for additional terms.
Your use of our services generally requires you to pay a monthly subscription fee based on your subscription type (the subscription fee). The pricing plan consists of the subscription and subscription fees we offered you, including invoicing, payment, auto-renewal and cancellation terms. The pricing plan may vary by region and includes information set out in the offer details and pricing page. We may update or amend the pricing plan from time to time. The terms of the pricing plan form part of these terms. As with any other changes to our terms, changes to the pricing plan won’t apply retrospectively and, if we make changes and you’re a subscriber, we’ll make every effort to let you know. Depending on your region, subscription fees may be inclusive or exclusive of transactional taxes where relevant (like VAT and GST), as reflected in the pricing plan.
You’re responsible for paying all other external fees and taxes associated with your use of our services wherever levied. Your responsibility includes withholding tax if it applies unless we already process that withholding tax. We may collect geographical location information to determine your location, which may be used for tax purposes. This means the location information you give us must be accurate for tax residency purposes.
In order to continue accessing our services, you need to make timely payments based on the pricing plan you selected. To avoid delayed or missed payments, please make sure we have accurate payment information. If we don’t receive timely payments, we may suspend access to your subscription until the payment is made.
You and we will agree on any further costs and term payments related to professional services such as technical consulting, training, technical setup, integrations, and customisation of our software.
We will use reasonable efforts to improve and maintain the SaaS Service and provide reasonable technical support at no extra cost during the term of your subscription.
When you first sign up, you can opt for a free trial, based on the terms specified at the time. If you choose to continue using our services after the trial, you’ll be billed according to our pricing plans. If you choose not to continue using our services following a trial, you may delete your organisation.
If you have elected to buy a paid subscription, you are not eligible for a free trial. If you have elected a free trial subscription, your trial will expire after 30 days, or earlier if you elect to buy a subscription before then.
Occasionally we may offer a service at no charge – for example a beta service, or a time-limited trial account. Because of the nature of these services, you use them at your own risk.
As a subscriber, you take responsibility for fully controlling how your subscription is managed and who can access it. You can transfer a subscription, You control access to a subscription. You decide who’s invited to use our services you’ve subscribed to and what kind of access the invited user has. You can change or stop that access at any time. You’re responsible for resolving any disputes with any invited users over access to your subscription. You’re responsible for all your invited users’ activity;
You agree you’ll keep your information up to date. You’re responsible for providing true, accurate and complete information and for verifying the accuracy of any information that you use from our services for your legal, tax and compliance obligations.
You must maintain the confidentiality of any passwords in respect of your account and are fully responsible for all activities that occur under your password or account. You’re also responsible for protecting your username and password from getting stolen or misused. Our service has minimum password standards but you will ensure that passwords are very strong and not easily determined.
You agree to notify us immediately of any disclosure or unauthorized use of your password or account or any other breach of security and to ensure that you exit from your account at the end of each session.
You agree to use our services only for lawful business purposes and in line with the instructions and guidance we provide.
You shall never:
Your activities on our Software and any information provided by you to us including but not limited to any information provided in your registration details must not:
We respect your privacy, the privacy of your data and the privacy of all users and visitors. All information and data entered by you into the system is treated as confidential. When you enter or upload your data into our services, we don’t own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; send you information we think may be of interest to you based on your marketing preferences; and disclose to third-party service providers and partners to enable and support such purposes.
Depending on where your contacts are based, our data processing terms may also apply to the personal data of others (such as your customers, suppliers and employees) that you enter into our software.
When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. Any information collected may be used to investigate any possible breach of these Terms of Use or illegality.
Where there has been unauthorised access to personal data that you’ve entered into our software, we’ll let you know and, where possible, give you information about what has happened. Depending on the nature of the unauthorised access, and the location of your affected contacts, you may be required to assess whether the unauthorised access must be reported to the contact and/or a relevant authority because you’ll have the most knowledge about the personal data you have entered in your subscription.
While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so.
We may notify you if we have reason to believe that someone has accessed (or may be able to access) your account without authorisation and we may also restrict access to certain parts of our services until you verify that access was by an authorised user.
When We introduce new security features to make your account more secure, such as multi-factor authentication. Where we make the use of security features optional, you’re responsible (meaning we’re not liable) for any consequences of not using those features.
we regularly expand and update our services. For new or updated services, there might be additional terms. We’ll let you know what those terms are before you start using those services.
We sometimes will decide to change these terms of use. The changes won’t apply retrospectively and, if we make changes, we’ll make every effort to let you know. You can keep track of changes to our terms by referring to the version and the date last updated at the top of the terms. Generally, we endeavour to provide you with 30 days’ notice of material changes before they become effective, unless we need to make immediate changes for reasons we don’t have control over. When we notify you, we’ll do it by email or by posting a visible notice through our services. If a change isn’t material, we may not notify you. If you find a modified term unacceptable, you may terminate your subscription by giving the standard advance notice to us.
We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we’ll endeavour to notify you where practical (for example, by email, on our blog, or within our services when you log in).
We strive to maintain the availability of our services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it.
Occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.
Data loss is an unavoidable risk when using any technology. You’re responsible for maintaining copies of your data entered into our services.
Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.
These Terms of Use are intended to confer a benefit on our proper assigns and successors but are not intended to confer any rights on any other third parties whether pursuant to the Contracts (Privity) Act 1982 or otherwise.
Some of our services, such as our mobile apps or the multi-currency functionality, are available through other companies’ services. These companies may have additional terms that apply to you.
Along with the use of our services, you may use data, services and apps from other companies (third-party products). Any third party providing a third-party product is a provider and is independent of us, so be aware that a provider may also charge you fees in addition to what you pay us.
Third-party products are subject to terms and conditions and privacy notices set by their providers. These include important things like pricing, refund policies, and how the provider will use your data that you make available to them. Be sure to read and make sure you agree to their terms and conditions and understand their approach before you connect to them. The descriptions of third-party products that we publish, and any associated links, have been provided to us by the providers. While we make reasonable efforts to check the accuracy of the descriptions, the providers are solely responsible for any representations contained in those descriptions. We don’t endorse or assume any responsibility for third-party products.
If you choose to connect your subscription to third-party products, we will use your personal data for that connection. Where we receive data as a result of that connection, we will use that data in line with our privacy notice and these terms. If that third-party product is the Gmail app for example, our use of any data received from Gmail APIs will also comply with Google’s Limited Use Requirements.
Your subscription continues for the period covered by the subscription fee paid or payable. At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan. You may choose to terminate your subscription at any time by providing one month’s written notice in advance. You’ll still need to pay all relevant subscription fees up to and including the day of termination.
We may choose to terminate your subscription at any time by providing you with one month’s written notice in advance. Skinny Robot may also terminate or suspend your subscription or access to all or any data immediately if:
We accept no responsibility for problems arising from the use or abuse of any of our Services. No refunds will be made in any circumstances. Our Services are provided on an ‘as is’ basis. Any warranties whether express or implied including but not limited to warranties as to ownership, merchantability and fitness for purpose are hereby excluded to the maximum extent permissible by law. In no event shall we be liable for any direct, indirect, incidental, special, exemplary or consequential damages, (including but not limited to procurement of substitute goods or services, loss of use, data, revenue, profits, contracts, business, anticipated savings, business interruption, loss of goodwill or reputation) however arising, including negligence, relating to these Terms of Use or the use of our Services.
In the event that we are held liable to you, our maximum total liability will be the total amount of the licence fee paid by you to us in the continuous 1 month period immediately prior to the bringing of such claim or $50 whichever is the greater.
Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees. We retain data in case you need it as part of your record retention obligations, but you can get in touch with us to have your data removed completely if you wish.
In some places, there may be non-excludable warranties, guarantees or other rights provided by law (non-excludable guarantees). They still apply – these terms do not exclude, restrict or modify them. Except for non-excludable guarantees and other rights you have that we cannot exclude, we’re bound only by the express promises made in these terms. Our liability for breach of a non-excludable guarantee is limited, at our option, to either replacing or paying the cost of replacing the relevant service (unless the non-excludable guarantee says otherwise).
Any notice required to be given by us to you shall be sent to the e-mail address provided by you in your registration details or as updated by you from time to time in accordance with the proper use of our Website. Any such notice shall be deemed (a) to be notice in writing and (b) to have been received 24 hours after being sent. Any notice required to be given by you to us under this Agreement shall be sent to the email address provided under our contact details on our Website and as updated from time to time.
You acknowledge that we or our suppliers and partners own any Intellectual Property Rights which subsist in any aspect of our website, products, goods or services.
We own everything we’ve put into our services unless otherwise stated and excluding content owned by others. This includes rights in the design, compilation, and look and feel of our services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us.
You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your use of our Services or your breach of these Terms of Use, any applicable law or the rights of a third party.
Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:
We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, legal, tax or accounting compliance issues, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense;
For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups;
Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.
We shall not be liable for any delay or failure in performing these Terms of Use which results from circumstances outside our reasonable control.
Any term or condition of these Terms of Use which is found to be unlawful, void or unenforceable shall to the extent required be severed and be rendered ineffective as far as possible without modifying the remaining terms and conditions.
Any delay or failure by us in enforcing any right under these Terms of Use is not a waiver of that right and will not prevent that right or any other right or remedy from being exercised or enforced.
The terms of the United Nations Convention on Contracts for the Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these terms.
If we’re unable to resolve your complaint to your satisfaction (or if we haven’t been able to resolve a dispute we have with you after attempting to do so informally), you and we agree to resolve those disputes through binding arbitration or small claims court instead of in courts of general jurisdiction. You and we agree that any dispute must be brought in the parties’ individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
Nothing in these terms is to be construed as constituting a partnership, joint venture, employment or agency relationship between you and us, or between you and any other subscriber or invited user. You’re solely responsible for resolving disputes between you and any other subscriber or invited user.
If the information or Data You are accessing using the Services is solely that of a person who is a tax resident in New Zealand, then New Zealand law governs this Agreement and You submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement. If the information or Data You are accessing using the Services is solely that of a person who is a tax resident in Australia, then Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement. In all other situations, this Agreement is governed by the laws of New Zealand and You hereby submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.