Terms of Use

1. Acceptance of Terms

These Terms of Use (“Terms”) form a legally binding agreement between Sparrow Invoicing(“Sparrow”, “we”, “us”, or “our”) and the person or entity registering for, accessing, or using Sparrow Invoicing (“you” or “your”).

By creating an account, clicking to accept these Terms, or accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Service.

If you are entering into these Terms on behalf of a company, partnership, trust, or other entity, you represent and warrant that you have authority to bind that entity, and “you” includes that entity.

2. Definitions

In these Terms:

Account

means the registered accounts used to access the Service.

Authorised User

means any employee, contractor, agent, or other person whom you permit to access the Service under your Account.

Customer Data

means all data, content, records, documents, contact details, invoices, financial information, and other materials submitted to, uploaded to, stored in, generated by, or transmitted through the Service by you or on your behalf.

Documentation

means any user guides, helpful materials, technical documents, onboarding materials, or instructions we make available for the Service.

Fees

means subscription fees, add-on fees, usage fees, and any other charges payable by you for access to or use of the Service.

Service

means Sparrow Invoicing's software platform, website, applications, APIs, integrations, and related products and services we provide from time to time.

Subscription Term

means the monthly, annual, or other subscription period selected by you.

3. Eligibility and Business Use

You must be at least 18 years old and legally capable of entering binding contracts to use the Service.

The Service is intended primarily for business users operating in New Zealand and Australia. You may use the Service only for lawful business purposes and in accordance with these Terms.

You are responsible for ensuring that your use of the Service is lawful in each jurisdiction relevant to your business activities.

4. Account Registration and Security

You must provide accurate, complete, and current information when registering for an Account and keep that information updated.

You are responsible for:

1. maintaining the confidentiality of your login credentials;
2. all activities that occur under your Account;
3. ensuring that only Authorised Users access the Service;
4. promptly removing access for any person who is no longer authorised to use the Service on your behalf.

You must notify us immediately at admin@cozysparrow.com if you become aware of any unauthorised access, suspected compromise, or misuse of your Account.

We may require you to adopt reasonable security measures, including password controls, multi-factor authentication where available, and other account security practices.

5. Subscription, Billing, and Payment

Certain features of the Service may require a paid subscription.

Unless otherwise agreed in writing:

1. Fees are billed in advance for the selected Subscription Term;
2. subscriptions renew automatically at the end of each Subscription Term unless cancelled before renewal;
3. all Fees are payable in the currency specified at the time of purchase;
4. all Fees are non-refundable except as required by law or expressly stated otherwise in these Terms.

You authorise us, and any third-party payment processor acting on our behalf, to charge the payment method you nominate for all applicable Fees.

If payment is not successfully received by the due date, we may:

1. retry the payment method;
2. suspend or limit access to the Service;
3. charge interest or reasonable recovery costs where permitted by law;
4. terminate your Account for prolonged non-payment.

For annual subscriptions, we may send renewal reminders before the renewal date by email, in-app notice, text message, or another appropriate method. You are responsible for keeping your contact details up to date.

We may change our pricing from time to time. If we do, we will give you at least 30 days' prior notice before the new pricing takes effect for a renewed or new Subscription Term.

You are responsible for any taxes, duties, levies, or charges imposed in connection with your subscription, other than taxes based on our net income.

6. Free Trials, Beta Features, and Early Access

We may offer free trials, promotional access, beta features, pilot features, or pre-release functionality from time to time.

Unless we state otherwise in writing:

1. free trials are provided once per organisation or user group;
2. beta or early access features may be incomplete, modified, suspended, or withdrawn at any time;
3. beta or early access features may be provided “as is” without service levels, warranties, or support commitments;
4. we may collect additional feedback and usage information relating to such features.

7. Permitted Use

Subject to these Terms and payment of applicable Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your Subscription Term to access and use the Service for your internal business operations.

You may use the Service to:

1. create, issue, manage, and store invoices, quotes, statements, and related records;
2. manage customers, contacts, products, services, and payment records;
3. generate business reports and related business documents;
4. use approved integrations and related features made available by Sparrow.

8. Prohibited Conduct

You must not, and must not permit any other person to:

1. use the Service for any unlawful, fraudulent, misleading, deceptive, or abusive purpose;
2. create false, misleading, or unlawful invoices, tax documents, or business records;
3. use the Service to evade, manipulate, falsify, or misrepresent tax, accounting, reporting, or regulatory obligations;
4. upload, transmit, or distribute malware, ransomware, malicious code, spam, or harmful content;
5. interfere with or disrupt the Service, servers, networks, or security measures;
6. access the Service to build a competing product or service;
7. copy, frame, mirror, scrape, benchmark, crawl, reverse engineer, decompile, or attempt to derive source code from any part of the Service, except to the extent such restriction is prohibited by law;
8. resell, lease, sublicense, or otherwise make the Service available to third parties except as expressly permitted by us in writing;
9. use the Service in a way that infringes any person's intellectual property, privacy, confidentiality, or other rights;
10. use automated means to access the Service except through approved APIs or features made available by us.

We may investigate suspected breaches of this clause and take any reasonably necessary action to protect the Service, our users, and third parties.

9. Your Data

As between you and Sparrow, you retain ownership of your Customer Data.

You grant us a non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, back up, store, display, and otherwise use Customer Data only to the extent reasonably necessary to:

1. provide, maintain, secure, and improve the Service;
2. support your use of the Service;
3. comply with legal obligations;
4. enforce these Terms;
5. prevent fraud, abuse, and security incidents.

You represent and warrant that:

1. you have all rights, permissions, and authority necessary to provide Customer Data to us and to allow us to process it under these Terms;
2. your collection and use of Customer Data through the Service comply with applicable privacy, employment, tax, and other laws;
3. your Customer Data does not infringe any third-party rights.

We may use aggregated and de-identified data derived from use of the Service for analytics, service improvement, benchmarking, security, and business operations, provided that such data does not reasonably identify you or any individual.

10. Privacy and Data Handling

We handle personal information in accordance with our Privacy Policy.

You acknowledge that:

1. the Service may process personal information contained in Customer Data;
2. you are responsible for ensuring that you have all necessary notices, consent, and lawful grounds required for your use of the Service;
3. we may engage hosting, infrastructure, payment, communications, analytics, support, and security providers to assist in operating the Service, subject to appropriate contractual and operational safeguards.

11. GST, Tax, and Accounting Responsibility

The Service may provide tools, settings, templates, calculations, automation, and workflows intended to assist with invoicing, GST handling, and business record management in New Zealand and Australia.

However, you remain solely responsible for:

1. the accuracy and completeness of all invoices, tax codes, tax settings, and financial records;
2. ensuring that GST, BAS, tax invoice, taxable supply information, and other compliance requirements are satisfied;
3. reviewing and approving all returns, filings, calculations, and records before submission or use;
4. obtaining independent accounting, legal, or tax advice where needed.

The Service is a software tool only. It does not constitute legal, tax, financial, or accounting advice.

12. Third-Party Services and Integrations

The Service may interoperate with third-party services, including payment providers, accounting systems, email tools, or other applications.

Your use of third-party services is subject to the terms and privacy policies of those third parties. We are not responsible for the availability, accuracy, security, functionality, or acts or omissions of third-party services.

We may enable or disable integrations at any time, including where required for legal, security, operational, or commercial reasons.

13. Service Availability, Maintenance, and Changes

We aim to provide a reliable Service, but we do not guarantee uninterrupted, error-free, or continuous availability.

From time to time, we may:

1. perform maintenance, updates, upgrades, patches, or emergency work;
2. modify, replace, enhance, suspend, or discontinue any feature or part of the Service;
3. impose or update technical, storage, usage, or feature limits.

Where reasonably practicable, we will provide advance notice of material planned downtime or material changes.

We are not liable for delays, interruptions, or failures caused by events outside our reasonable control, including internet outages, telecommunications failures, cyber incidents, force majeure events, government action, labour disputes, or failures of third-party providers.

14. Intellectual Property

We and our licensors own all rights, title, and interest in and to the Service, Documentation, software, source code, object code, interfaces, design elements, trade names, logos, branding, know-how, and all related intellectual property rights.

Except for the limited rights expressly granted under these Terms, no rights are granted to you by implication, estoppel, or otherwise.

You must not remove, obscure, or alter any copyright, trademark, proprietary, or attribution notices appearing in the Service or Documentation.

If you provide suggestions, ideas, enhancement requests, recommendations, or feedback relating to the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or obligation to you.

15. Confidentiality

Each party may receive or have access to non-public information of the other party that is confidential by nature or designated as confidential.

Each party agrees to:

1. use the other party's confidential information only as necessary to perform or receive the benefit of these Terms;
2. protect the other party's confidential information using reasonable safeguards;
3. not disclose the other party's confidential information to any third party except to employees, contractors, advisers, and service providers who have a genuine need to know and are bound by confidentiality obligations.

This clause does not apply to information that:

1. is or becomes public through no wrongful act;
2. was lawfully known without confidentiality restriction before disclosure;
3. is lawfully received from a third party without restriction;
4. is independently developed without use of the other party's confidential information;
5. must be disclosed by law, court order, or regulatory requirement.

16. Suspension and Termination

You may stop using the Service and cancel your subscription at any time through your Account settings or by contacting us. Cancellation will take effect at the end of the then-current Subscription Term unless we agree otherwise in writing or applicable law requires otherwise.

We may suspend, restrict, or terminate your access to the Service immediately, with or without notice, if:

1. you breach these Terms;
2. you fail to pay Fees when due;
3. your use of the Service creates a security risk or may harm the Service, us, other users, or third parties;
4. we reasonably suspect unlawful, fraudulent, or abusive conduct;
5. we are required to do so by law or a regulator.

Termination or suspension does not affect any accrued rights, obligations, or remedies.

17. Effect of Termination

Upon termination or expiry of your subscription:

1. your right to access and use the Service ends;
2. we may deactivate or close your Account;
3. we may retain Customer Data for a limited period in accordance with our retention practices, legal obligations, backup cycles, fraud prevention, and dispute resolution needs;
4. where reasonably available, you may have up to 30 days after termination to export certain Customer Data, unless your Account was terminated for serious misuse, unlawful conduct, or where continued access would create legal or security risk.

You are responsible for exporting or downloading invoices and business records before cancellation takes effect. After the applicable post-termination period, we may delete or de-identify Customer Data, subject to our legal and operational retention requirements.

Even after cancellation, we may retain limited customer profile details for legitimate business purposes, including account administration, legal compliance, marketing preferences, fraud prevention, and future reactivation, in accordance with our Privacy Policy and applicable law.

18. Warranties and Disclaimers

To the maximum extent permitted by law, the Service is provided on an “as is” and “as available” basis.

We do not warrant that:

1. the Service will be uninterrupted, secure, or error-free;
2. the Service will meet all of your business, tax, accounting, legal, operational, or regulatory needs;
3. the Service will prevent all human error, fraud, non-compliance, or data loss;
4. any generated outputs, calculations, workflows, or reports will be complete, accurate, or legally sufficient without your review.

You acknowledge that software services may contain bugs, errors, delays, and limitations, and that you should maintain your own backups, review processes, and professional oversight appropriate to your business.

Nothing in these Terms excludes any non-excludable rights or guarantees that apply under law.

19. Consumer Rights and Non-Excludable Guarantees

Nothing in these Terms excludes, restricts, or modifies any condition, warranty, guarantee, right, or remedy that cannot lawfully be excluded, restricted, or modified under applicable law.

If the Australian Consumer Law or any other mandatory law implies a guarantee, condition, or warranty into these Terms that cannot lawfully be excluded, our liability is limited only to the extent permitted by law.

If you are acquiring the Service in trade for the purposes of New Zealand law, you and Sparrow agree that, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the Service, and sections 9, 12A, 13, and 14(1) of the Fair Trading Act 1986 are contracted out of, and both parties agree that this is fair and reasonable in the circumstances.

20. Limitation of Liability

To the maximum extent permitted by law:

1. neither party is liable to the other for any indirect, consequential, incidental, special, exemplary, or punitive loss or damage;
2. neither party is liable for loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, loss of anticipated savings, or loss or corruption of data;
3. we are not liable for any loss arising from your failure to review outputs, maintain records, secure your systems, or obtain professional advice where needed.

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Service or these Terms, whether in contract, tort, equity, statute, or otherwise, will not exceed the total Fees actually paid by you to us for the Service in the 12 months immediately preceding the event giving rise to the claim.

The limitations in this clause do not apply to:

1. liability that cannot lawfully be limited or excluded;
2. your obligation to pay Fees due and owing;
3. your misuse of the Service or breach of clause 8;
4. either party's fraud or wilful misconduct.

21. Indemnity

You indemnify and hold harmless Sparrow, its officers, employees, contractors, and agents from and against any claims, losses, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

1. your breach of these Terms;
2. your misuse of the Service;
3. your Customer Data;
4. your breach of any law or third-party right;
5. any act or omission of your Authorised Users.

This indemnity is reduced to the extent that a claim is caused by our breach of these Terms or our unlawful act or omission.

22. Changes to the Service or Terms

We may update the Service and these Terms from time to time.

If we make a material change to these Terms, we will give you reasonable notice by email, in-app notice, website posting, or another appropriate method. The updated Terms will take effect from the stated effective date.

If you continue to use the Service after the updated Terms take effect, you are deemed to have accepted the updated Terms. If you do not agree, you must stop using the Service and cancel your subscription before the new Terms take effect.

23. Governing Law and Jurisdiction

These Terms are governed by the laws of New Zealand, excluding its conflict of law rules.

The courts of New Zealand will have non-exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms or the Service.

Nothing in this clause prevents either party from seeking urgent interlocutory or equitable relief in any court of competent jurisdiction.

24. General

You may not assign, transfer, novate, or otherwise deal with your rights or obligations under these Terms without our prior written consent.

We may assign or transfer our rights and obligations under these Terms as part of a merger, acquisition, group restructuring, sale of assets, or by operation of law.

If any provision of these Terms is held to be invalid, unenforceable, or illegal, that provision will be severed and the remaining provisions will continue in full force and effect.

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

These Terms, together with any applicable order form, subscription details, pricing page, acceptable use rules, and Privacy Policy, constitute the entire agreement between you and Sparrow regarding the Service and supersede all prior discussions or understandings relating to the Service.

25. Contact

If you have any questions about these Terms, please contact:

Sparrow Invoicing

Email: admin@cozysparrow.com