Terms and Conditions


1. Introduction

These terms (Terms) and our privacy policy apply to your participation in the Taxoshi early adopter programme (the Programme), which is operated by Taxoshi Limited (the Companyweour or us).

2. Eligibility

By completing the registration process you covenant, represent and warrant that you have read, understood and agree to be bound by these terms and our privacy policy and are eligible to participate in the Programme. Any determination as to a person’s eligibility will be made by us at our sole discretion, and we reserve the right to determine that a person is ineligible to participate at any time. We further reserve the right to terminate the Programme at any time and without consideration.  In these terms we refer to someone who we have determined is eligible to participate in the Programme as an Eligible Person.

There are no charges for participating in the Programme.  If anyone asks you to pay to participate in the Programme, do not do so.

You acknowledge and accept that the terms of the Programme are subject to change, modifications, amendments, alterations or supplements at any time without prior written notice, at the Company’s sole discretion.

We may terminate your participation in the Programme at any time if you violate these Terms or any other ancillary agreements or documents released by us, at our sole discretion and without prior notice and/or without any compensation or liability or further obligation of any kind whatsoever to you or any other party, when we find such measures reasonable and/or necessary in a particular situation.

3. Representations and warranties

By participating in the Programme, you covenant, represent, and warrant that (under New Zealand law and law of the country of your residence and citizenship):

  • you meet all eligibility requirements, and are fully able and legally competent to enter into these terms and in doing so will not violate any other agreement to which you are a party; and
  • if you are a corporation, governmental organisation or other legal entity, you have the right, power and authority to enter into these Terms on behalf of the corporation, governmental organisation or other legal entity and bind them to these terms.

6. Limitation of liability and indemnification

To the maximum extent permitted by law, neither the Company nor any other person will be liable for any direct, indirect, special, incidental, consequential or other loss of any kind arising directly or indirectly in connection with the Programme, termination of the Programme, failure or inability to complete the Programme, or the use of the Taxoshi Platform during the Programme, regardless of the basis or source of the claim and without limiting the foregoing, in no event will the aggregate liability of the Company and any other person arising directly or indirectly in connection with the Programme exceed NZ$10.  You understand and agree that the Company and its affiliated persons shall not be held liable to and shall not accept any liability, obligation or responsibility whatsoever for any change in the Programme.

You understand and agree that it is your sole obligation to ensure compliance with any legislation relevant to your country of citizenship, residency or domicile concerning use of the Taxoshi Platform, and that the Company does not accept any liability for any illegal or unauthorized use by you of the Taxoshi Platform. In case of any change in legislation in your country of citizenship, residency or domicile which makes the use of the Taxoshi Platform illegal, you agree to cease use of the Taxoshi Platform immediately. The Company reserves the right not to allow you access to the Taxoshi Platform, if the Company determines, in its sole discretion, that it may be unlawful to do so.

You indemnify, defend and hold harmless the Company and its shareholders, directors, officers, employees, contractors, advisers, successors and permitted assignees from and against any losses, expenses, claims or costs (including legal costs on a solicitor and own-client basis) incurred as a result of your participation in the Programme, termination of the Programme, failure or inability to launch the Programme, or your use of the Taxoshi Platform, any failure by you to comply with these terms, or any breach of these Terms or law by you.

You understand that the platform is not yet ready to be used for generating reports which can be submitted to your local tax department. The tax report generating process should be considered in an incomplete state, pending review until otherwise notified.

Nothing in these terms is intended to limit any rights or remedies that you may have under the Fair Trading Act 1986 (NZ) or the Consumer Guarantees Act 1993 (NZ).

7. Amendments and termination

We reserve the right to amend any of these terms in any respect, or terminate the Program at any time, for any reason.  Any decision to do so will be announced on our website, and take immediate effect. Your continued participation in the Program will constitute your acceptance of any amendments.

8. General

Complete Agreement: These Terms set forth the entire understanding between you and us with respect to the Programme and use of the Taxoshi Platform. For facts relating to the Programme, you agree to rely only on these Terms and any ancillary documents in determining the decision for registration for Programme and understand that these documents govern the Programme and supersede any public statements about the Programme made by third parties or the Company or individuals associated with the Company, past and present and during the Programme.

Assignment: Your participation in the Programme is not transferable in any way.

Sole Determination of the Company: All determinations made by us under these terms will be made at our sole discretion, and be final and binding.

Severability: If any provision of these terms is held unlawful, void or unenforceable, then that provision will be severable from these terms and will not affect the validity or enforceability of any remaining part of that provision, or any other provision of these terms.

Governing Law: The Programme is governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.  Any dispute or difference arising out of or in connection with these Terms or the subject matter of these Terms (Dispute) shall at the Company’s option be referred to and finally resolved by arbitration as follows:

  • in the event that the relief sought in relation to such Dispute (including both claim(s) and any counterclaim(s)) is NZ$100,000.00 or less, the New Zealand Dispute Resolution Centre (NZDRC) Rules for Expedited Arbitration ECA60 for the time being in force shall apply;
  • in the event that the relief sought in relation to such Dispute (including both claim(s) and any counterclaim(s)) is greater than NZ$100,000.00, the NZDRC Rules for Administered Domestic Commercial Arbitration for the time being in force shall apply;
  • the seat of any arbitration shall be Auckland, New Zealand;
  • the parties agree that the arbitration shall be conducted according to the IBA Rules of Evidence as at the commencement of the arbitration;
  • the parties agree to exclude all rights under clause 4 of the Second Schedule to the Arbitration Act 1996 (the Arbitration Act) to determine any question of law in the course of any arbitration;
  • the parties agree to exclude all rights under clause 5 of the Second Schedule to the Arbitration Act to appeal to the High Court from any award made in any arbitration; and
  • the parties agree to exclude all rights under clause 6(3) of the Second Schedule to the Arbitration Act to appeal to the High Court from any award allocating the costs and expenses of any arbitration.