Standard Terms of Engagement
Current Version: v2.01
Last Updated: 10 May 2022
Welcome to Thankyou Payroll; a payroll intermediary service provided by Thankyou Payroll Limited.
These are our Standard Terms of Engagement. These Terms explain both our obligations as a service provider and your obligations as a customer or user of the Services. Please read them carefully.
- Eligibility: To be eligible to receive the Services you must complete our online signup form, be registered as an employer with Inland Revenue, complete an IR920 form and return it to us and provide such other information as we may request in order to verify your identity and proposed use of the Services. In order to be eligible to use our Website and/or our Services you must be a New Zealand based, IRD registered business providing payroll funds from a New Zealand located bank account. If you are not IRD registered and/or will not be providing payroll funds from a New Zealand bank account you must immediately cease to use our Website and our Services.
- Information: During your registration we may ask you for certain information about your business and employees. You must provide accurate and complete answers to these questions.
- Acknowledgement: By registering to receive our Services you acknowledge and agree that:
- you have read and understood these Terms;
- these Terms are binding on any use of the Services and apply to you from the time that you are provided with access to the Services;
- you grant Thankyou Payroll authority to link your business as your PAYE intermediary with Inland Revenue and submit to Inland Revenue your payroll tax obligations on your behalf and you will complete any form, and take any other step, required by Thankyou Payroll to give effect to this authority; and
- you have the authority to act on behalf of any person or entity for whom you are intending to use the Services and shall be deemed to have agreed to these Terms on behalf of any such person or entity.
- Right of use: Subject to these Terms, Thankyou Payroll grants you the right to access and use the Services via the Website through your Thankyou Payroll Account and in accordance with these Terms.
- To receive Services: Without limiting any other part of these Terms, in order to receive the Services on any occasion you must:
- provide us on a timely basis with all the Data we reasonably request or require to provide the Services; and
- transfer to our Trust Account (without deduction or set off) in cleared funds all amounts required to enable us to deliver the Services and, in particular, make payments to your employees,
- transfer to our Fees Account (without deduction or set off) in cleared funds all fee amounts accrued in the delivery of the Services and, in particular, make payments to your employees, and
- if we are not satisfied that you have fully complied with the requirements in this clause 3.1, we may postpone performance of the Services until we are satisfied that those requirements are met.
- General obligations: You may only use the Services and the Website for your own lawful internal business purposes, in accordance with these Terms and in accordance with any other condition sent to you by Thankyou Payroll or posted on the Website.
- Data: You agree:
- to provide us on a timely basis with all the Data we reasonably request or require to provide the Services;
- that the Data provided by you (or on your behalf) will be accurate, complete and not misleading and, if you become aware that any Data provided to us has become inaccurate, incomplete or misleading, you will promptly notify us;
- that we may, and you acknowledge that we will (unless otherwise agreed), rely on the Data provided to us as accurate, complete and not misleading without seeking further independent verification or clarification; and
- we will not be responsible or liable if the Data which is provided to us or we are instructed to obtain under or in relation to these Terms is or becomes inaccurate, incomplete or misleading or is not provided to us in a timely manner.
- Account Owner and Account Users:
- The Account Owner is responsible for determining who can be an Account User and determining each Account User’s level of access to the Thankyou Payroll Account.
- The Account Owner is responsible for each Account User’s use of the Services, and we have no responsibility or liability for the acts or omissions of any Account User.
- We will not be a party to any dispute between an Account Owner and an Account User for any reason.
Price and Payment
- Fees: You agree to pay the Fees in accordance with the Subscription Charges Schedule and these Terms (plus goods and Services tax, if any).
- At our discretion, the Subscription Charges Schedule is subject to change. Communication will be provided in line with clause 14.1, and reasonable efforts will be made to provide a notice period prior to implementation of any fee variation.
- Invoices: we will endeavor to invoice you for the Fees by the third Business Day of the calendar month following the month in which the relevant Services are provided.
- You will pay any Fees invoiced to you by no later than the 20th of the calendar month in which the relevant invoice is dated.
- You authorise any relevant payment service provider to process payment of your Fees and any other outstanding amounts (as applicable) as they become due, including by any direct debit method (such as paperless direct debit) provided you have completed the relevant authorisations.
- Charities: If you wish to apply for our Fees exemption for charitable entities, you must provide us with such information and evidence we reasonably require in order to confirm your donee or charitable status.
- Any service fees accrued, paid or unpaid, in the period prior to an exemption being granted are considered fully payable.
- We reserve the right to amend, or remove our Fees exemption for charitable entities.
- Overdue amounts: If you do not pay any amount due and payable under and in accordance with these Terms:
- every amount then owed to us by you, whether due for payment or not, will become immediately due and payable;
- we may charge you interest at the rate of 12 percent on all amounts due and payable from the date they became due and payable until they are paid in full;
- if we incur any internal or external costs or disbursements (including legal Fees and collection commissions) in recovery of monies owed, we may add these costs to the amounts owed by you; and
- we may suspend usage of your Thankyou Payroll Account in accordance with clause 13. until outstanding debt is recovered.
- Account signatory: In order for you to pay us using direct debit, an account signatory in respect of your bank account (Account Signatory) must:
- complete a Direct Debit Authority Form and return it to us; or
- complete the required details, and accept the direct debit terms and conditions, at the direct debit authority section of our Website (Paperless Direct Debit),
- and, must do anything else that we and/or your bank request in relation to establishing a direct debit authority.
- Fees: Subject to clause 5.1, if you tell us, by clicking the “activate direct debiting for Fees” tick box on our Website, that you want to pay your Fees using direct debit, then each month we will instruct your bank to debit your account and pay to us the Fees incurred by you in the previous month. We will continue to process your monthly Fee via direct debit until you instruct us to stop by giving us notice, in accordance with clause 15.9, at least 10 Business Days before the end of the month to which the Fees relate.
- Payroll Amounts: Subject to clause 5.1, if you tell us, by clicking the “activate direct debiting for payroll amounts” tick box on our Website, that you want to pay Payroll Amounts using direct debit, then each time we calculate a Payroll Amount for you, either an Account Signatory or a Direct Debit Authorised Person may request the transfer of that Payroll Amount to us using direct debit. If an Account Signatory or Direct Debit Authorised Person instructs us to pay the Payroll Amount using direct debit, we will instruct your bank to debit your account and pay us the relevant Payroll Amount.
- Available Funds: You acknowledge and agree to ensure adequate bank funds are available equal to or exceeding the required balance as relating to clauses 5.2 & 5.3. Where funds are available, you accept all responsibility for Direct Debit dishonour and any impacts to service provided.
- We reserve the right to charge a direct debit dishonour fee.
- Reliance: You acknowledge and agree that we are entitled to rely on:
- any Direct Debit Authority Form provided to us, or any Paperless Direct Debit completed, by any person holding themselves out as an Account Signatory; and
- any notification or instruction we receive from an Account Signatory or a Direct Debit Authorised Person to debit Fees or any Payroll Amount from your account.
- Indemnity: To the extent permitted by law, you will assume entire responsibility for, and will defend, indemnify and hold us harmless against, all losses, liabilities, claims (including third party claims), damages, costs and expenses arising out of or in connection with direct debiting, including in respect of any direct debit actioned by us in response to an instruction received under or in relation to this clause 5.
- Problems: If you have any problems using the Services you should make all reasonable efforts to investigate and diagnose problems yourself before contacting us. If you still need help, please check the support provided online by us on the Website or email us at email@example.com. Please note that we are entitled to charge the Account Owner if we reasonably consider the Account Owner and/or Account Users to have made excessive use of the support Services.
- Service availability: Whilst we intend that the Services should be available with an uptime of 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable. If for any reason we have to interrupt the availability of Services for longer periods than we usually anticipate, we will use reasonable endeavours to publish in advance details of such activity on the Website. We will have no liability to you for unavailability of the Services.
Warranties and Acknowledgements
- Acknowledgement: You acknowledge, warrant and agree that:
- you are authorised to create the Thankyou Payroll Account, to access and use the Services and the Website and to use the information and Data that you input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service;
- you may not use the Services or access the Website on behalf of another person, except if you are an Authorised User of a Thankyou Payroll Account who is accessing the Thankyou Payroll Account with permission from the Account Owner. If you are an Authorised User, you warrant that you have the appropriate permissions from the Account Owner, and acknowledge that you must comply with these Terms,
- you are responsible for ensuring the information and Data you input into the Website and provide to us in relation to the Services is accurate, complete and not misleading. Further, in the event that you ask us to enter Data or information on your behalf, we may do so, however, you are responsible for checking that any such information has been entered correctly,
- you are responsible for authorising any person who is given access to information or Data, and you agree that we have no obligation to provide any person access to such information or Data without your authorisation and may refer any requests for information to your address,
- the provision of, access to, and use of, the Services is on an “as is” basis and at your own risk,
- it is your sole responsibility to determine that the Services meet the needs of your business and are suitable for the purposes for which they are used,
- you remain solely responsible for complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of and access to your Data via the Website will comply with laws applicable to you (including any laws requiring you to retain records),
- we may from time to time need to amend the Services. we will use reasonable endeavours to provide you with advance notice of any intention to amend the Services, but you acknowledge that we will not be responsible for any failure to do so, and we will not be responsible for any loss that you may suffer as a result of the amended Services,
- you are responsible for inspecting the Services on delivery and must, within three (3) days of delivery, notify us of any alleged defect, shortage in quantity, errors, omissions or failure to comply with the description of the Services. You will provide us with a reasonable opportunity to inspect the Services following delivery if you believe the Services are defective in any way. If you fail to comply with this provision, the Services will be conclusively deemed to have been made correctly and in accordance with any agreement between us and you, including these Terms,
- we have no responsibility to any person other than the Account Owner and nothing in these Terms confers, or purports to confer, a benefit on any person other than the Account Owner, and
- we are not responsible or liable if any Data, information or documents you provide are inaccurate, incomplete or misleading.
- No warranty: we give no warranty:
- that the use of the Services will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Services, including public telephone Services, computer networks and the internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. we are not in any way responsible for any such interference or prevention of your access or use of the Services,
- about the Services. Without limiting the foregoing, we do not warrant that the Services will meet your requirements, that the Services and any Data used are up-to-date, or that the Services will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded to the extent permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement. The parties acknowledge and agree that the Services are provided for the purpose of your business and accordingly the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 will not apply to these Terms, the Website or the supply of the Service, or
- about the operation, performance or functions of any third party Services integrated into the Services.
- Authorised: Where a person (Authorised Person) is registering for the Service on behalf of the Account Owner, the Authorised Person warrants that:
- the Authorised Person has the authority from the Account Owner to agree to these Terms on behalf of the Account Owner and to access information and give instructions on the Account Owner’s behalf in relation to these Terms,
- by registering to use the Services on behalf of the Account Owner, the Authorised Person binds the Account Owner to the performance of any and all obligations (including payment obligations) of the Account Owner under these Terms, without limiting the Authorised Person’s personal obligations under these Terms,
- where the Authorised Person pays the Fees on behalf of the Account Owner, it shall not charge the Account Owner any premium or additional amount for the Services, and
- we may rely upon and act in accordance with any instructions received from the Authorised Person, as if they had been made by the Account Owner and without checking the authority of the Authorised Person.
- No liability: we are not liable in respect of any act or omission of Thankyou Payroll in reliance on any notice or instructions given by the Authorised Person.
- Removal of Authorised Person: we may remove an Authorised Person’s access to the Website and Services at any time.
Confidentiality, Privacy and Data
- Confidentiality: Each party (the Receiving Party) will use reasonable endeavours to keep the other party’s (the Providing Party) Confidential Information confidential and secure and not disclose or permit disclosure of the Providing Party’s Confidential Information to any third party. This clause does not apply to any disclosure of Confidential Information:
- required to be disclosed by law,
- that Thankyou Payroll determines is reasonably necessary to disclose in order to effectively provide the Services,
- that the Providing Party agrees to in writing before the disclosure is made,
- is or becomes publicly available through no fault of the Receiving Party,
- is independently acquired or developed by the Receiving Party without breaching any of its obligations under these Terms or at law, and without the benefit or use of any of the Providing Party’s Confidential Information disclosed by the Providing Party,
- is in the possession of the Receiving Party without restriction in relation to disclosure before the date of receipt from the Disclosing Party, or
- is lawfully acquired by the Receiving Party from a third party, provided such information is not obtained as a result of a breach by that third party of any confidentiality obligations owing to the Providing Party.
- Data: we may:
- use Data provided by you for analysis in aggregate form or for our internal training or other ordinary business purposes; and
- retain, use and disclose Data provided by you for the purpose of complying with law
- Access conditions: You must ensure that all usernames and passwords required to access the Services are kept secure and confidential. All Account Users and Account Owners must select their passwords carefully, and password numbers must not be sequential or easily-identifiable numbers (for example, birthdates, 1-2-3-4 or 1-1-1-1). You must immediately notify us of any unauthorised use of your passwords or any other breach of security and we will reset your password and you must take all other actions that we reasonably deem necessary.
- When accessing and using the Services, you must:
- not attempt to undermine the security or integrity of our computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks,
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website,
- not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to access the computer system on which the Services are hosted,
- not transmit, or input into the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law,
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as permitted by law,
- ensure that each Account User is allocated to and used by only one person at any time; and
- ensure that each Account User does not access the Services from more than one device at any one time.
- Existing intellectual property: Except as expressly set out in these Terms, nothing in these Terms will confer upon a party any rights, interest or title in Intellectual Property Rights in the other party’s materials (including any modification to that material) existing at the date of these Terms or which is developed independently of the other party’s materials.
- Your Data: we have no Intellectual Property Rights in your Data other than to hold and make it available for the purposes contemplated by these Terms or for which it was provided.
- Backup of Data: You must maintain copies of all Data inputted into the Services. We adhere to reasonable policies and procedures to prevent Data loss, but do not make any guarantees that there will be no loss or corruption of Data. we expressly exclude liability for any loss or corruption of Data, no matter how caused.
- Termination of Service: Without prejudice to any obligation we have at law to retain Data, following the termination of your Thankyou Payroll Account, we reserve the right to delete all your Data in the normal course of operation . You acknowledge and confirm that your Data cannot be recovered from us once it is deleted and we will have no liability for any deleted Data.
Indemnity and Liability
- Account Owner indemnity: To the extent permitted by law, you will assume entire responsibility for, and will defend, indemnify and hold us harmless against, all losses, liabilities, claims (including third party claims), damages, costs and expenses arising out of or in connection with:
- any breach by you of these Terms or your negligence,
- the negligence of any of your Authorised Person, Account Users, employees, staff, or agents,
- our performance of the Services in accordance with these Terms, including (without limitation) any action based on the instruction of or information provided by an Authorised Person or an Account User,
- our refusal to provide any person access to your information or Data in accordance with these Terms,
- us making available information or Data to any person with your authorisation, or
- any claim by any third party that you do not have the right to use any Data that you have used in relation to the Services, or that your use of any such Data is a breach of a third party’s Intellectual Property Rights.
- Exclusion: To the maximum extent permitted by law, in no event shall Thankyou Payroll be liable or responsible to you (or any other person) in contract, tort (including negligence), or otherwise, for any direct, indirect, special, incidental, consequential or punitive damages or loss (including but not limited to loss or corruption of information, loss or corruption of Data, the cost of recovering such Data and any loss of business profits, savings, goodwill, business or anticipated business) or damage arising out of or in connection with any use of, or reliance on, or inability to use or rely on the Service or Website or from any failure or delay by us to deliver the Services.
- Maximum aggregate liability: The maximum aggregate liability of Thankyou Payroll for any reason relating to these Terms, the Website or the Services will be limited in respect of any one incident, or series of connected incidents, to the proper performance (or re-performance) of the Services.
- Exclusive remedy: If you are not satisfied with the Services or these Terms, your sole and exclusive remedy is to terminate these Terms in accordance with clause 12.
Suspension and Termination
- Suspension of Services: Thankyou Payroll may suspend provision of the Services to you at any time if:
- it considers that any information you have provided is incomplete, inaccurate or misleading or if you fail to comply with any request for further information that Thankyou Payroll considers is reasonably required to enable it to perform the Services,
- it reasonably believes that you are not, or have not been, complying with these Terms or any law or regulation, or
- you have not paid any amount due and payable by you in accordance with Terms (including any outstanding debt, interest or any costs we incur in attempting to recover monies owed).
- Termination: Either party may terminate the Services to which these Terms apply, or cancel delivery of Services at any time and for any reason.
- Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms you will:
- remain liable for any accrued charges and amounts (including Fees) which become due for payment before or after termination, and
- immediately cease to use the Services and the Website.
- Survival: Any provisions which by their nature are intended to survive termination, including (without limitation) clauses 4, 6, 8, 9, 11, 12, 13, 15 and 16, survive the termination of these Terms.
Amendments to Terms
- Amendments: we may change these Terms from time to time. The amended Terms will come into effect on the posting of amended Terms on our Website (or at such later date as we may specify). we will make reasonable efforts to communicate any material changes to the Terms prior to them coming into effect.
- Must read Terms: It is your obligation to ensure that you have read and understood the most recent Terms available on the Website.
- Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
- Delays: Neither party will be liable for any delay in meeting, or failure to meet, its obligations under these Terms (other than the obligation to pay money) to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission of the other party).
- Force majeure: Neither party shall be liable for any default due to any Act of God, war, terrorism, strike, fire, flood, storm, or any other event beyond the reasonable control of either party.
- No Assignment: You may not assign, pledge or transfer any rights, duties or obligations to any other person except with the previous written consent of Thankyou Payroll. we may assign, licence or sub-contract all or any part of these Terms, or our rights and obligations under these Terms, without your consent.
- Waiver: No failure or delay by any party in exercising any right, power or privilege under these Terms will operate as a waiver, nor will any single or partial exercise preclude any other or further exercise or the exercise of any right, power or privilege under these Terms. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.
- Severability: If any provision of these Terms is, or becomes, unenforceable, illegal or invalid for any reason the relevant provisions shall be deemed to be modified to the extent necessary to remedy such unenforceability, illegality or invalidity or if this is not possible then such provisions shall be severed from these Terms, without affecting the enforceability, legality or validity of any other provision of these Terms
- Governing law and jurisdiction: These Terms shall be governed and construed in accordance with the laws of New Zealand, and unless specifically stated otherwise, you and Thankyou Payroll Limited submit to the non-exclusive jurisdiction of the Courts of New Zealand.
- Notices: All notices given by a party under these Terms must be in writing and delivered by e-mail or, in the case of a notice by Thankyou Payroll, may also be sent by making the notice available on its Website. A notice sent by email is effective on transmission, provided that any communication received or deemed received after 5 pm or on a day which is not a business day is deemed not to have been received until the next business day. Notices to Thankyou Payroll must be sent to firstname.lastname@example.org or to any other email address notified by email to you by us. Notices sent to you by email will be sent to the email address which you provided when setting up your access to the Services.
- Definitions: Unless the context requires otherwise, capitalised words used in these Terms shall have the following meanings:
Account Owner means the person who is registered to use the Services, and, where the context permits, includes any entity on whose behalf that person has registered to use the Service.
Account User means each person from the Account Owner’s business, other than the Account Owner, that uses the Services with the authorisation of the Account Owner from time to time.
Business Day means any day of the week other than Saturday, Sunday or a public holiday.
Confidential Information includes all information directly or indirectly made available or exchanged between the parties to these Terms, whether in writing, electronically or orally, including through use of the Services.
Data means any Data, information or documents inputted by you or with your authority into the Website, including employee information.
Direct Debit Authorised Person means any person the Account Signatory has notified us is permitted to provide instructions in relation to Payroll Amounts and for which no written notice of revocation of that permission has been provided, in accordance with the requirements of clause 15.9, to us by no later than 10 Business Days prior to the relevant instruction.
Direct Debit Authority Form means a form supplied by us that authorises your bank to make direct debit payments to us.
Intellectual Property Right means any and all intellectual or industrial property rights and interests held, owned or lawfully used, anywhere in the world, whether or not registered, including, without limitation:
– patents, trademarks, service marks, copyright, registered designs, trade names, symbols and logos;
– patent applications and applications to register trademarks, service marks and designs; and
– formulae, methods, workflows, plans, Data, drawings, specifications, characteristics, equipment, designs, inventions, discoveries, improvements, knowhow, experience, software products, trade secrets, price lists, costing and other information.
Fees means the charges (excluding any taxes and duties), if any, payable by you for the Services in accordance with the Subscription Charges Schedule.
Payroll Amount means the gross remuneration (including but not limited to salaries, wages, ACC, redundancy payments, levies, bonuses, sick pay, holiday pay, long service leave, superannuation contributions and other payments) together with payroll taxes and deductions (including PAYE, Student Loan payments, child support payments and debt owed to Inland Revenue) for those persons you tell us are engaged in your business.
Services means the payroll Services, and any other ancillary Services, provided by us to you in relation to these Terms.
Subscription Charges Schedule means the information relating to Services, Fees and billing outlined here: https://thankyoupayroll.co.nz/pricing (which may be updated or amended by us from time to time) or as otherwise notified by us to you. For the avoidance of doubt any such notice will replace any prior pricing arrangements you may have had with us.
Thankyou Payroll, we, us or our means Thankyou Payroll Limited, which is a limited liability company incorporated in New Zealand, and all current and future global subsidiaries.
Thankyou Payroll Account means the current Thankyou Payroll account the Account Owner has registered with Thankyou Payroll.
Trust Account means Bank of New Zealand, Client Trust, 02-0912-0311565-02.
Website means the Internet site at the domain https://thankyoupayroll.co.nz/ or any other site operated by us.
You and your means the Account Owner, and where the context permits, an Account User.