Sparrow Invoicing Service Agreement

1. Purpose

This Agreement sets out the terms on which Sparrow provides access to its cloud-based invoicing and related business software platform, including any associated websites, customer portal, mobile features, support services, and updates made available by Sparrow from time to time (together, the Services).

2. Definitions

Account

means the Customer's registered account used to access the Services.

Authorised User

means any employee, contractor, agent, or representative authorised by the Customer to access or use the Services on the Customer's behalf.

Business Day

means a day other than a Saturday, Sunday, or public holiday in Auckland, New Zealand.

Customer Data

means any data, records, invoices, customer information, files, communications, or other content uploaded to, entered into, generated through, or stored in the Services by or for the Customer.

Fees

means the subscription fees, add-on fees, implementation fees, support fees, transaction fees, or other charges payable by the Customer for the Services.

Initial Term

means the initial subscription period specified in the Order Form or selected online.

Order Form

means any online sign-up page, proposal, quotation, subscription selection, renewal notice, or other ordering document that specifies the Services, plan, pricing, billing cycle, and any special terms.

Renewal Term

means each further subscription period following the Initial Term.

Privacy Policy

means Sparrow's privacy policy, as updated from time to time.

Cookie Settings

means Sparrow's cookie preference tool, cookie banner, consent panel, or similar mechanism used to explain cookies and manage non-essential cookie preferences.

Marketing Website

means Sparrow's public website, landing pages, pricing pages, help centre, blog, and other online pages used to promote or explain the Services.

3. Scope of Services

3.1 Provision of Services

Sparrow will provide the Services to the Customer during the Term in accordance with this Agreement and any applicable Order Form.

3.2 Service Features

The Services may include, depending on the Customer's subscription plan:

• invoice creation and delivery;
• customer record management;
• GST-ready invoicing functionality;
• payment tracking;
• reporting tools;
• document storage and sharing;
• integrations with third-party services; and
• other features released by Sparrow from time to time.

3.3 Changes to Services

Sparrow may improve, modify, replace, suspend, or discontinue any part of the Services where reasonably necessary for operational, technical, legal, or commercial reasons. Where a change materially reduces core functionality of the subscribed Services, Sparrow will use reasonable efforts to give prior notice.

4. Account Registration and Authority

4.1 Accurate Information

The Customer must provide accurate, complete, and current account and billing information and must promptly update any changes.

4.2 Authority

If the Customer is a company, trust, partnership, or other entity, the person accepting this Agreement warrants that they have authority to bind that entity and its Authorised Users.

4.3 Account Security

The Customer is responsible for:

• keeping login credentials secure;
• controlling access to the Account;
• ensuring Authorised Users comply with this Agreement; and
• all activity conducted through the Account, whether or not authorised by the Customer.

The Customer must notify Sparrow immediately at admin@cozysparrow.com if it becomes aware of any unauthorised access or security incident affecting the Account.

5. Subscription Plans, Fees, and Payment

5.1 Subscription Basis

Access to the Services is provided on a subscription basis in accordance with the selected plan and billing cycle.

5.2 Fees

The Customer must pay all Fees specified in the applicable Order Form or pricing page. Unless otherwise stated:

• Fees may be stated in New Zealand dollars (NZD) or Australian dollars (AUD), as specified in the applicable Order Form or pricing page;
• GST and other applicable taxes are additional where required by law;
• Fees are non-refundable except as expressly stated in this Agreement or required by law; and
• unused subscription periods are not credited or refunded.

5.3 Billing and Payment

The Customer authorises Sparrow to invoice and collect Fees using the nominated payment method. Fees are payable in advance on the agreed billing cycle unless otherwise stated in writing.

5.4 Overdue Amounts

If any amount remains unpaid after the due date, Sparrow may:

• charge default interest at the rate of 10% per annum above Sparrow's main trading bank's base lending rate, calculated daily on overdue amounts;
• suspend access to the Services on notice; and/or
• recover reasonable debt collection or enforcement costs.

5.5 Fee Changes

Sparrow may change its Fees for any Renewal Term by giving at least 30 days' prior notice before the renewal date.

5.6 Free Trial and Minimum Paid Term

Sparrow may offer a three-month free trial to new subscribers across eligible plans. Unless Sparrow agrees otherwise in writing, once the free trial ends the Customer must commit to a minimum paid subscription term of 12 months. Sparrow may require a valid payment method at sign-up and may commence paid billing automatically at the end of the free trial unless the Customer cancels before billing starts.

5.7 Plan Features and Usage Limits

Plan entitlements, user limits, invoice limits, quote limits, workflow tools, reporting features, support levels, and other usage rules are determined by the Customer's selected plan, the applicable Order Form, and Sparrow's then-current pricing page. Sparrow's standard four-plan subscription model may include Starter, Growth, Pro, and Premium tiers as described in Sparrow's pricing materials and commercial schedules.

5.8 Multi-Business Bundle Pricing

Where Sparrow permits multiple businesses or entities to be linked under one customer profile, the first business may be charged at the full annual price and each additional business may be charged at a discounted bundle rate as stated in the applicable Order Form or pricing page. Each business must operate under its own separate dashboard, while bundle pricing may be billed at the customer-profile level.

6. Term and Renewal

6.1 Initial Term

This Agreement begins on the Effective Date and continues for the Initial Term, unless terminated earlier in accordance with this Agreement.

6.2 Automatic Renewal

Unless either party gives notice of non-renewal before the renewal date, the subscription will automatically renew for successive Renewal Terms equal to the previous subscription term or as otherwise stated in the Order Form.

6.3 Renewal Notice

Sparrow will use reasonable efforts to send a renewal reminder to the Customer by both email and text message at least 30 days before the renewal date, so the Customer has the opportunity to renew or cancel before the next billing cycle. The Customer is responsible for keeping its billing and contact details current.

7. Cancellation and Termination

7.1 Cancellation by Customer

The Customer may cancel the subscription by giving notice before the next renewal date. Cancellation will take effect at the end of the current paid subscription period unless Sparrow agrees otherwise in writing.

7.2 No Partial Refunds

No refund will be provided for early cancellation, unused time, or downgrade during a paid subscription period.

7.3 Termination for Cause

Either party may terminate this Agreement immediately by written notice if the other party:

• commits a material breach and fails to remedy that breach within 10 Business Days after receiving notice requiring it to do so; or
• becomes insolvent, enters liquidation, has a receiver appointed, or ceases to carry on business.

7.4 Suspension

Sparrow may suspend access to the Services immediately, with or without notice where reasonably necessary to:

• protect the security or integrity of the Services;
• prevent unlawful conduct, fraud, abuse, or excessive system load;
• address unpaid Fees; or
• comply with law or a lawful request by a regulator or authority.

8. Customer Data, Access, and Retention

8.1 Ownership of Customer Data

As between the parties, the Customer retains ownership of its Customer Data.

8.2 Licence to Sparrow

The Customer grants Sparrow a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit, back up, and otherwise use Customer Data only to the extent reasonably necessary to:

• provide and support the Services;
• maintain security and functionality;
• comply with law; and
• enforce Sparrow's rights under this Agreement.

8.3 Customer Responsibility for Data

The Customer is responsible for:

• the accuracy, quality, legality, and integrity of Customer Data;
• maintaining appropriate backups of critical records; and
• exporting any required invoices, records, or reports before the subscription ends.

8.4 Access After Termination

After termination or expiry:

• Customer access to the Services may cease;
• invoices, records, and other Customer Data may no longer be available through the platform after the subscription ends; and
• Sparrow may delete or anonymise Customer Data after a reasonable retention period, unless retention is required by law, needed for legitimate business purposes, or otherwise stated in Sparrow's policies.

8.5 Limited Retention of Profile Information

Sparrow may retain limited account and customer profile information after cancellation for lawful business purposes, including security, fraud prevention, legal compliance, internal administration, analytics, reactivation of returning customers, and marketing where permitted by law and consistent with the Customer's communication preferences. If a former customer later returns with the same active company, Sparrow may permit the account to be reactivated under a new active subscription.

9. Acceptable Use

The Customer must not, and must ensure its Authorised Users do not:

• use the Services for any unlawful, misleading, fraudulent, or harmful purpose;
• upload malicious code, viruses, or harmful material;
• interfere with or disrupt the Services or networks connected to the Services;
• attempt to gain unauthorised access to any system or data;
• reverse engineer, decompile, copy, modify, or create derivative works from the Services, except to the extent permitted by law and not able to be excluded;
• resell, sublicense, rent, or provide the Services to third parties except as expressly permitted by Sparrow in writing; or
• use the Services in a way that infringes the rights of Sparrow or any third party.

10. Customer Responsibilities

The Customer is responsible for:

• ensuring the Services are suitable for its needs;
• reviewing invoices, tax settings, reports, and outputs before relying on or filing them;
• obtaining independent accounting, tax, payroll, and legal advice where needed;
• ensuring all data entered into the Services is correct and complete;
• maintaining its own internal records and statutory compliance obligations; and
• ensuring appropriate consent has been obtained from any person whose information is entered into the Services.

Sparrow provides software tools only and does not provide legal, accounting, tax, or financial advice unless separately agreed in writing.

11. Third-Party Services and Integrations

The Services and Marketing Website may interoperate with third-party products, payment gateways, communications providers, cookie consent tools, analytics providers, marketing or advertising tools, tracking pixels, cloud infrastructure, or software integrations. Sparrow:

• does not control third-party services;
• is not responsible for their availability, performance, or security; and
• may add, change, or remove integrations from time to time.

The Customer's use of third-party services is governed by the relevant third-party terms.

12. Privacy and Confidentiality

12.1 Privacy

Each party must comply with applicable privacy and data protection laws in relation to personal information handled under this Agreement.

Sparrow will handle personal information in accordance with its Privacy Policy, Cookie Settings, and applicable law.

12.2 Confidential Information

Each party must keep confidential all non-public information received from the other party that is identified as confidential or that ought reasonably to be understood as confidential, and must not use or disclose that information except:

• for the purposes of this Agreement;
• with the other party's prior written consent; or
• where required by law, court order, or regulatory authority.

12.3 Exceptions

Confidential Information does not include information that:

• is or becomes public other than through breach of this Agreement;
• was already known to the receiving party without obligation of confidence;
• is independently developed without reference to the disclosing party's information; or
• is lawfully obtained from a third party without restriction.

12.4 Cookies, Website Analytics, and Tracking Technologies

Sparrow may use cookies, local storage, tracking pixels, analytics tools, marketing technologies, and similar technologies on the Marketing Website and within the Services.

Sparrow may use strictly necessary cookies and similar technologies to operate, secure, deliver, and maintain the Marketing Website and Services.

Where required by applicable law, Sparrow will seek consent before activating non-essential functional, analytics, or marketing cookies and will provide Cookie Settings so users can accept, reject, or manage non-essential cookie preferences.

The Customer acknowledges that approved third-party analytics, advertising, cookie consent, security, support, and hosting providers may process limited technical, device, usage, or consent information where permitted by law, where consent has been given, or where reasonably necessary to provide and secure the Services.

If the Customer uses Sparrow-provided customer portal, embedded form, public payment, or similar public-facing functionality to collect personal information, the Customer remains responsible for providing any additional notices, permissions, or consents required for the Customer's own use of that functionality.

13. Intellectual Property

13.1 Sparrow IP

Sparrow and its licensors own all right, title, and interest in and to the Services, software, platform design, documentation, trademarks, enhancements, analytics, and all related intellectual property rights, excluding Customer Data.

13.2 Limited Licence

Subject to this Agreement and payment of all applicable Fees, Sparrow grants the Customer a limited, non-exclusive, non-transferable, revocable right during the Term to access and use the Services for the Customer's internal business purposes.

13.3 Feedback

If the Customer provides suggestions, ideas, or feedback relating to the Services, Sparrow may use that feedback without restriction or obligation.

14. Service Levels and Support

14.1 General Availability

Sparrow will use reasonable efforts to make the Services available, subject to maintenance, upgrades, outages, third-party failures, and events beyond Sparrow's reasonable control.

14.2 Support

Unless otherwise agreed in writing, Sparrow will provide standard support during its normal business hours. Support may be provided by email, portal, chat, or other channels determined by Sparrow.

14.3 Maintenance

Sparrow may perform scheduled or emergency maintenance and may temporarily limit availability while doing so.

15. Warranties and Disclaimers

15.1 Mutual Authority

Each party warrants that it has the power and authority to enter into this Agreement.

15.2 Service Warranty

Sparrow warrants that it will provide the Services with reasonable care and skill.

15.3 Disclaimer

Except as expressly stated in this Agreement and to the maximum extent permitted by law:

• the Services are provided on an “as is” and “as available” basis;
• Sparrow does not warrant that the Services will be uninterrupted, error-free, or fit for every purpose;
• Sparrow does not guarantee any business outcome, regulatory filing result, tax outcome, payment collection result, or compatibility with every third-party system; and
• the Customer is solely responsible for reviewing all outputs before use or submission.

16. Limitation of Liability

16.1 Excluded Loss

To the maximum extent permitted by law, Sparrow is not liable for any:

• indirect, consequential, incidental, special, or exemplary loss;
• loss of profits, revenue, savings, goodwill, business opportunity, or reputation;
• loss, corruption, or inaccuracy of data;
• business interruption; or
• cost of procuring substitute services.

16.2 Liability Cap

To the maximum extent permitted by law, Sparrow's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), equity, statute, or otherwise, will not exceed the total Fees actually paid by the Customer to Sparrow under this Agreement during the 12 months immediately preceding the event giving rise to the claim.

16.3 No Limitation for Certain Matters

Nothing in this Agreement limits or excludes liability for:

• fraud or wilful misconduct;
• death or personal injury caused by negligence where liability cannot lawfully be excluded; or
• any liability that cannot be excluded or limited by law.

17. Indemnity

The Customer indemnifies Sparrow against all losses, claims, liabilities, damages, costs, and expenses (including reasonable legal costs on a solicitor-client basis) arising from or relating to:

• the Customer's breach of this Agreement;
• Customer Data;
• the Customer's or an Authorised User's unlawful, negligent, or fraudulent use of the Services; or
• any claim that Customer Data infringes the rights of a third party.

18. Compliance with Laws

Each party must comply with all laws applicable to it in connection with this Agreement. The Customer is responsible for ensuring that its use of the Services complies with all laws relevant to its business, including tax, invoicing, employment, privacy, record-keeping, and consumer laws.

19. Contracting Out (Business Customers)

If the Customer acquires the Services in trade, the parties agree that, to the maximum extent permitted by law and where fair and reasonable, the Consumer Guarantees Act 1993 does not apply to the supply of the Services under this Agreement.

Nothing in this Agreement is intended to exclude, restrict, or modify any consumer rights that cannot lawfully be excluded.

20. Notices

Any notice under this Agreement must be in writing and sent by email to the contact details last notified by the receiving party, unless another method is expressly required by this Agreement.

A notice sent by email is deemed received when it enters the recipient's information system, unless the sender receives an automated message indicating delivery failure.

21. Assignment and Subcontracting

The Customer may not assign, transfer, novate, or otherwise deal with its rights or obligations under this Agreement without Sparrow's prior written consent.

Sparrow may assign this Agreement or subcontract any part of the Services, provided Sparrow remains responsible for its subcontracted obligations unless otherwise stated.

22. Force Majeure

Neither party is liable for delay or failure to perform its obligations to the extent caused by events beyond its reasonable control, including natural disasters, utility outages, internet failures, cyber incidents, labour disputes, war, terrorism, acts of government, or failure of third-party service providers.

23. Changes to this Agreement

Sparrow may amend this Agreement from time to time by giving reasonable notice, including by posting an updated version on its website or within the Services.

If an amendment materially adversely affects the Customer and the Customer does not agree to it, the Customer may notify Sparrow before the change takes effect and may cancel the subscription at the end of the current paid term. Continued use of the Services after the effective date of an update constitutes acceptance of the updated Agreement.

24. Dispute Resolution

If a dispute arises under this Agreement, the parties will first use good faith efforts to resolve the dispute through prompt discussions between authorised representatives.

If the dispute is not resolved within 15 Business Days, either party may refer the matter to mediation in Auckland, New Zealand, before commencing court proceedings, except where urgent interlocutory or injunctive relief is required.

25. Governing Law and Jurisdiction

This Agreement is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

26. General

26.1 Entire Agreement

This Agreement, together with the applicable Order Form, Privacy Policy, Cookie Settings or Cookie Notice where applicable, and any documents expressly incorporated by reference, constitutes the entire agreement between the parties relating to the Services and supersedes all prior discussions or understandings relating to its subject matter.

26.2 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force.

26.3 Waiver

A failure or delay to exercise a right does not operate as a waiver of that right.

26.4 Relationship

Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties.

26.5 Counterparts and Electronic Acceptance

This Agreement may be accepted electronically and in counterparts. Electronic acceptance, including click-through acceptance, is binding to the extent permitted by law.

Appendix A — Subscription Plans and Bundle Model

This appendix summarises Sparrow's recommended four-plan subscription structure and related commercial notes. Unless the Order Form states otherwise, prices are monthly subscription fees stated in NZD or AUD, plus GST where applicable.

Key commercial notes

• New subscribers may receive a three-month free trial across all standard plans.
• After the free trial, a minimum 12-month paid subscription applies.
• Pro and Premium plans include more advanced automation, batch processing, workflow tools, and enhanced reporting.
• Premium includes unlimited invoices, priority support, API-ready growth capability, and premium usage flexibility.

Bundle model for multiple businesses

Where one customer profile manages more than one business or entity, Sparrow may apply bundle pricing at the customer-profile billing level while still maintaining a separate dashboard for each business. Bundle records capture the parent customer profile and each linked business, together with the bundle group, the number of businesses, standard pricing, grouped discounts, and the final annual bundle price used for billing purposes.

Contact

Questions about this Agreement, or legal and security notices: admin@cozysparrow.com.