These Terms are binding on any use of the Service and apply to You from the time that AccountingPod provides You with access to the Service.
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you are invited and have agreed to use the Service.
These Terms were last updated on 21 January 2019 and are effective immediately.
means the fees (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.
includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally and including the Course Content provided within our Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.
means any data inputted by You or with Your authority into the Website.
means the information relating to course fees set out on the Your Service Agreement with AccountingPod, the AccountingPod Teaching page on the Website, or any other page(s) on the Website notified by AccountingPod, which may be updated or amended by AccountingPod from time to time. For clarification, Your Service Agreement when fully executed in writing by both parties, shall take precedence over the Website fee schedule.
“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
means the Content, online learning platform accessed by You via the Website, the enabling technology and teaching tools to deliver Content to Educational Providers and/or their Invited Students within the Website or any online business software made available (as may be changed or updated from time to time by AccountingPod) via the Website.
means accounting and business scenario/ case study or practice Content [also described as the ‘Course’] and includes all related financial and non-financial data, audio, text or video developed by AccountingPod or any other Content Creator notified to you in your Service Agreement.
means the Internet site at the domain www.AccountingPod.com or any other site operated by AccountingPod.
means AccountingPod Limited which is private company headquartered in New Zealand with Business Number [NZBSN] 9429042215127 and all current and future global subsidiaries of AccountingPod Limited.
means any person or entity, other than the Educational Provider, that uses the Service with the authorisation of the Educational Provider from time to time.
means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
means the Educational Provider, and where the context permits, an Invited Student. “Your” has a corresponding meaning.
means an Agreement between AccountingPod and the Educational Provider, that sets out further customised detail of the Service.
2. Use of Software
AccountingPod grants You the right to access and use the Service via the Website with the user role available to You according to Your Service Agreement with AccountingPod. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Educational Provider and the Invited Students, or any other applicable laws:
2.1. the Educational Provider determines who is an Invited Student and what access to any relevant Service that Invited Student has;
2.2. the Educational Provider is responsible for all Invited Students’ use of the Service;
2.3. the Educational Provider controls each Invited Student’s access to the Service at all times and can revoke or change an Invited Student’s access, at any time and for any reason, in which case that person or entity will cease to be an Invited Student;
2.4. if there is any dispute between a Educational Provider and an Invited Student regarding access to any Service, the Educational Provider shall decide what access those Invited Students shall have, if any.
3. Your Obligations
3.1. Payment obligations:
An invoice for the Access Fee will be issued in accordance with the details set out in the Fee Schedule.
All AccountingPod invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.
3.2. Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of students that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Students. Without prejudice to any other rights that AccountingPod may have under these Terms or at law, AccountingPod reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Students in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule.
3.3. General obligations:
You must only use the Service and Website for Your own lawful Educational Provider purposes, in accordance with these Terms and any notice sent by AccountingPod or condition posted on the Website.
3.4. Access conditions:
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify AccountingPod of any unauthorized use of Your passwords or any other breach of security and AccountingPod will reset Your password and You must take all other actions that AccountingPod reasonably deems necessary to maintain or enhance the security of AccountingPod’s computing systems and networks and Your access to the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
i. not attempt to undermine the security or integrity of AccountingPod’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. 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;
iii. not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. 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 (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
v. 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 is strictly necessary to use either of them for normal operation.
c) By enabling and /or requesting Invited Students to access online accounting software platform Xero.com, You confirm that You have read and accept the www.xero.com terms and conditions applicable for your Invited Students.
d) By enabling and /or requesting Invited Students to access any other cloud business software platform as set out in Your Services Agreement, You confirm that You have read and accept that website terms and conditions applicable for your Invited Students.
3.5. Usage Limitations:
Use of the Service may be subject to limitations, including but not limited to monthly student useage volumes and the number of calls You are permitted to make against AccountingPod’s application programming interface. Any such limitations will be advised.
3.6. Communication Conditions:
As a condition of these Terms, if You use any communication tools available through the Website (such as any forum), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
When You make any communication on the Website, You represent that You are permitted to make such communication. AccountingPod is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, AccountingPod does reserve the right to remove any communication at any time in its sole discretion.
You indemnify AccountingPod against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to AccountingPod, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
4. Confidentiality and Privacy
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party’s obligations under this clause will survive termination of these Terms.
- The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information.
For the avoidance of doubt, Confidential Information includes all Content, provided to You for Your use including Your Invited Students. You and Your Invited Students will be required to reconfirm these Terms and Privacy per Schedule 1 below at commencement of access to the Services.
5. Intellectual Property
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of AccountingPod (or its licensors).
5.2. Ownership of Student Data:
Title to, and all Intellectual Property Rights in, the Student Data remain Your property. However, Your access to the Student Data is contingent on full payment of the AccountingPod Access Fee when due. You grant AccountingPod a licence to use, copy, transmit, store, and back-up Your information and Student Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
5.3. Backup of Student Data:
You must maintain copies of all Student Data inputted into the Service. AccountingPod adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Student Data. Student Marks Data can be downloaded at any time throughout Your access period. AccountingPod expressly excludes liability for any loss of Student Data no matter how caused.
5.4. Third-party applications and your Student Data.
If You consent to third-party applications for use in conjunction with the Services, You acknowledge that AccountingPod may allow the providers of those third-party applications to access Your Student Data as required for the interoperation of such third-party applications with the Services. AccountingPod shall not be responsible for any disclosure, modification or deletion of Your Student Data resulting from any such access by third-party application providers.
6. Warranties and Acknowledgements
You warrant that where You have registered to use the Service on behalf of another person or entity, You have the authority to agree to these Terms on behalf of that person or entity and agree that by registering to use the Service You bind the person or entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
- You are authorized to use the Services and the Website and to access the information and Student Data that You input into the Website, including any information or Student Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the reporting information and Student Data that is made available to You through Your use of the Website and the Services (whether that information and Student Data is Your own or that of anyone else).
- AccountingPod has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. You are responsible for authorizing any person who is given access to information or Student Data, and you agree that AccountingPod has no obligation to provide any person access to such information or Student Data without Your authorization and may refer any requests for information to You to address; and
iii. You will indemnify AccountingPod against any claims or loss relating to:
i. AccountingPod’s refusal to provide any person access to Your information or Student Data in accordance with these Terms,
ii. AccountingPod’s making available information or Student Data to any person with Your authorization.
c) The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk.
d) AccountingPod does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, 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. AccountingPod is not in any way responsible for any such interference or prevention of Your access or use of the Services.
e) It is Your sole responsibility to determine that the Services meet the needs of Your Educational Provider requirements and are suitable for the purposes for which they are used.
f) You remain solely responsible for complying with all applicable laws. It is Your responsibility to check that storage of and access to your Student Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
6.3. No warranties:
AccountingPod gives no warranty about the Services. Without limiting the foregoing, AccountingPod does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
6.4. Consumer guarantees:
You warrant and represent that You are acquiring the right to access and use the Services for the purposes of an Educational Provider business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business [Educational Provider] consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
7. Limitation of Liability
7.1 To the maximum extent permitted by law, AccountingPod excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
7.2 If You suffer loss or damage as a result of AccountingPod’s negligence or failure to comply with these Terms, any claim by You against AccountingPod arising from AccountingPod’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
7.3 If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
8.1. Free Trial policy
When You first sign up for access to the Services You can evaluate the Services under the defined free trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed in accordance with the Fee Schedule and further defined in Your Services Agreement.
8.2. Prepaid Fees
AccountingPod will not provide any refund for any remaining prepaid period for a prepaid Access Fee.
8.3. No-fault termination:
These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.
- breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
AccountingPod may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Student Data.
- Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Invited Students is not made in accordance with the requirements set out in the Fee Schedule, AccountingPod may: suspend or terminate Your use of the Service, the authority for all or any of Your Invited Students to use the Service, or Your rights of access to all or any Data.
8.5. 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 this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
8.6. Expiry or termination:
Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
9. Help Desk
9.1. Technical Problems:
In the case of technical problems: You must make all reasonable efforts to investigate and diagnose problems before contacting AccountingPod. If You still need technical help, please check the support provided online by AccountingPod on the Website Help menu, Website In-Web Support desk or failing that email us at support@AccountingPod.com. Our Support desk responsiveness is governed by Your Service Agreement.
9.2. Service availability:
Whilst AccountingPod intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place.
If for any reason AccountingPod has to interrupt the Services for longer periods than AccountingPod would normally expect, AccountingPod will use reasonable endeavours to publish in advance details of such activity on the Website.
10.1. Entire agreement:
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
10.4. No Assignment:
You may not assign or transfer any rights to any other person without AccountingPod’s prior written consent.
10.5. Governing law and jurisdiction:
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.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to AccountingPod must be sent to support@AccountingPod.com or to any other email address notified by email to You by AccountingPod. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
10.8. 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.
See Schedule 1 below:
By accessing the Services of AccountingPod You confirm Your agreement to our Terms, Notices and our Privacy statement accessed via our Website. AccountingPod will also require the positive confirmation of all users be recorded, (You and Your Invited Students) prior to the commencement of access to Services per the example set out here below:
Further Reminder when using our Services
The Content and Services are only available for educational purposes to Educational Providers and their Invited Students, the users of AccountingPod Services. Under NO CIRCUMSTANCES is Content to be shared with anyone else absolutely nor made publicly available. Copying of AccountingPod Content is absolutely forbidden.
The Content including financial and non-financial data used by AccountingPod has been obfuscated to ensure the privacy of any business, its customers, suppliers and employees. Likeness to any particular business is unintended.
During the period of ‘learning delivery’ each Invited Student will be provided with hyperlinks, links, emailed invitations to access or references to the content of other Third Party web pages. AccountingPod cannot accept any liability whatsoever for the content of these providers nor any breach by You or Your Invited Students of those Third Party web pages acceptable use policies or terms and conditions.
You will ensure the confidentiality of Content is retained at all times including, when no longer a registered user of AccountingPod.
Breach of these Terms and Privacy will result in immediate ‘denial of access’ to www.accountingpod.com and its partner learning portals and websites and legal action will be commenced.
AccountingPod will not accept liability in any respect for the actions of You and /or Invited Students who breach these Terms.
AccountingPod reserves the right to update this Notice or amend our Terms or Privacy statement at any time. If there is conflict between this Notice and our Terms then the Terms will prevail.