Terms and Conditions

1. Terms

  1. Terms and conditions: These terms and conditions (Terms) are between Taxoshi Limited (Taxoshi or Us or We) and the entity or person placing an order for or accessing any Service (Customer or you or your). If you are accessing or using the Service on behalf of your company, you represent that you are authorized to accept these Terms on behalf of your company, and all references to "you" or "Customer" are to your company.
  2. Acceptance: By using Taxoshi, you confirm that you have read, and agree to be bound by, the Terms from the date you access and/or use the Service. 
  3. Changes: Taxoshi may change these Terms at any time by notifying You of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, You agree to be bound by the updated Terms. 

    These Terms were last updated on 12 April 2020.

2. Overview

  1. Service overview: These Terms permit the Customer to access and use Taxoshi’s Service to calculate your tax obligations on those crypto currency transactions and countries supported by Taxoshi. 
    1. Taxoshi supports digital currency exchange trading (on Binance, Bittrex, Poloniex; Easy Crypto and Vimba exchanges) and blockchain mining transactions (on Navcoin), and New Zealand tax laws. Further digital currency exchanges, blockchains and countries will be supported by Taxoshi in the future, at our discretion.
    2. To use or access Taxoshi, You input your crypto trading and mining data, your crypto currencies income and Taxoshi calculates the taxation implications, and after payment is received, generates a report for tax compliance purposes. 

    For clarity, Taxoshi does not receive or hold digital currencies, nor provide financial, legal, tax or accounting advice or act as a tax agent – it is simply a calculator and report generator, based on data the Customer inputs. You are responsible for ensuring the continued accuracy of information you may provide to Us.

3. Service provided by Taxoshi

  1. The Service: We will use reasonable efforts to provide the Service:
    1. in accordance with these Terms and New Zealand law;
    2. exercising reasonable care, skill and diligence; and
    3. using suitably skilled, experienced and qualified personnel.
  2. Licence: Taxoshi grants you a limited, non-exclusive, non-transferable, revocable licence to use the Service (subject to your account type) for the purposes outlined in clause 2.1 and in accordance with these Terms.
  3. Availability: Subject to clause 4.4, we will take reasonable efforts to ensure the Service is available for your use within a reasonable timeframe. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure.  We are not required to notify you in advance the details of any unavailability.
  4. Third party services: Through the use of web service and APIs, the Service interoperates with a range of third party service features, including www.coinmarketcap.com.  Taxoshi makes no representation or warranty about the availability of those features. If a feature or the Taxoshi Software stops working for a time, you are not entitled to any refund, discount or other compensation for the interruption.
  5. Service changes: We may update, modify or revise any current content and Service, add additional services, or cancel and cease offering any of the Service at our discretion.
  6. Taxoshi Beta:   Taxoshi may invite You to trial the Taxoshi Platform while still in development (whether described as beta, pilot, non-production, limited release, evaluation or otherwise) (Taxoshi Beta), at no charge, for a limited period that we agree in writing. You may accept or decline in Your sole discretion. If You accept,You acknowledge and agree that:
    1. Taxoshi Beta is for evaluation purposes (not production use), it is provided “as is where is”, it is not considered the Taxoshi Platform under this Agreement, and that Taxoshi will have no liability for any harm or damage arising out of or in connection with Your use of Taxoshi Beta; and
    2. You will notify Taxoshi of all problems and/or ideas for enhancements which come to your attention during that period (which you agree to assign absolutely to Taxoshi), and at the end of that period, You will provide material, statistics and/or relevant information to Taxoshi relating to the capability, and performance of Taxoshi Beta, to enable Taxoshi to continue developing and enhancing the Taxoshi Platform in readiness for general release.

4. Your obligations and responsibilities

  1. Your obligations: You and your personnel shall:
    1. use the Service in accordance with these Terms and applicable laws solely for your own lawful purposes in preparing your personal or business tax profit or loss in relation to your cryptocurrency transactions, for filing with the New Zealand IRD;
    2. correctly identify the sender of all electronic transmissions e.g. for support;
    3. be responsible for maintaining the security of your account and password;
    4. not:
      1. modify or copy any Materials, remove any copyright or other proprietary Materials or transfer the Materials to another person or “mirror” the Materials on another server; 
      2. resell, or otherwise make available, the Service to any third party, or otherwise commercially exploit the Service;
      3. attempt to decompile or reverse engineer any software, including the Taxoshi Software;
      4. impersonate another person or misrepresent that you are authorised to act on behalf of others or us;
      5. attempt to undermine the security or integrity of the Taxoshi Platform and/or the Underlying Systems, or use, or misuse, the Service in any way which may impair the functionality of the Taxoshi Platform and/or Underlying Systems or the ability of any other user to use the Service;
      6. attempt to view, access or copy any Material or Data other than that which you are authorised to access, and to the extent necessary for you to use the Service in accordance with these Terms; and/or
      7. use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
  2. Your personnel: You are responsible for the acts and omissions of your personnel. Any breach of these Terms by your personnel is deemed to be a breach by you of these Terms.
  3. Your account, Data and information: You are responsible for:
    1. You are responsible for:
      1. procuring all licences, authorisations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service; 
      2. all activities conducted through your account. You agree to notify us immediately of any unauthorized use of your password or customer ID, as well as any other breach of security. Although we strive to maintain security on our website we are not responsible for any unauthorized use of your account, and you agree that you are responsible for such unauthorized use and for protecting the confidentiality of your customer ID and password. 
    2. To the fullest extent permissible by applicable law, Taxoshi will have no liability associated with or arising from your failure to maintain accurate Data, including your failure to receive important information and updates about the Service. 
    3. If Taxoshi or its authorized agents have reasonable grounds to suspect that any information or Data you provided to us is untrue, inaccurate or incomplete:
      1. We may suspend or terminate your Account and refuse  your current or future use of the Site, including the Service and/or the Taxoshi Platform (or relevant part), as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution; and 
      2. We shall not be liable to make any compensation, monetary or otherwise, following such suspension, termination or inability to use the Site, the Service and/or the Taxoshi Platform.

5. Data 

  1. You acknowledge that we may require access to the Data to exercise our rights and perform our obligations under these Terms; and to the extent that this is necessary, we may authorise our personnel to access the Data for this purpose. You must arrange all consents and approvals that are necessary for us to access the Data.
  2. You acknowledge and agree that:
    1. We may use Data and information about your (and as relevant, your end users’) use of the Service to generate anonymised and aggregated statistical and analytical data (Analytical Data); we may use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and prepare, identify trends and insights and supply Analytical Data to third parties; and our rights under this clause will survive termination or expiry of the Agreement; and title to, and all Intellectual Property Rights in, Analytical Data is and remains our property.
    2. To the extent that Data contains personal information, in collecting, holding and processing that information through the Service, we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law. You must obtain all necessary consents from the relevant individual to enable us to collect, use, hold and process that information in accordance with these Terms.
    3. We may store Data (including any personal information) in secure servers in Europe, USA, Australia, Asia and New Zealand and may access that Data (including any personal information) in Europe, USA, Australia, Asia and New Zealand from time to time;
    4. While we will take standard industry measures to back up all Data stored using the Service, you will keep a separate back-up copy of all Data uploaded by you onto the Service. You must keep all records for at least seven years as required by the IRD.
  3. Protecting Data: We will maintain appropriate technical and organizational measures to protect the security of the Data or content that you input into the Service.
  4. Indemnity: You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect or misleading.

6. Fees

  1. Fees You must pay us the Fees, plus GST, for the Service before a report will be generated. Such payment shall be made electronically in cleared funds without set off or deduction.
  2. GST invoice: We will provide you with a valid GST tax invoice at the time of payment or if a subscription at the exact moment just before payment is due and automatically charged to your credit card or cryptocurrency transferred.
  3. Changes in Fees: We may increase the Fees for future reports by giving at least 15 days’ notice.  If you do not wish to pay the increased Fees, you may terminate these Terms and your right to access and use the Service on no less than 5 days’ notice, provided the notice is received by us before the effective date of the Fee increase.

7. Intellectual property 

  1. Intellectual property: Subject to clause 8.2 (confidentiality), title to, and all Intellectual Property Rights in, the Service, the Taxoshi Platform, the Website, and all Underlying Systems is and remains our property (and our licensors’ property).  You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.
  2. Data: Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.  You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with exercising our rights and performing our obligations under these Terms. 
  3. Know-how: To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.
  4. Feedback: If you provide us with ideas, comments or suggestions relating to the Service, the Taxoshi Platform and/or Underlying Systems (together feedback):
    1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
    2. we may use or disclose the feedback for any purpose.
  5. Third party links: The Service may link to third party websites or feeds that are connected or relevant to the Service.  Any link from the Service does not imply that we endorse, approve or recommend, or have responsibility for, those websites or feeds or their content or operators.  To the maximum extent permitted by law, we exclude all responsibility or liability for those websites, feeds, content or operators.

8. Confidentiality

  1. Confidentiality: Each party shall (unless agreed otherwise in writing by the other party):
    1. Keep confidential at all times the Confidential Information of the other party; 
    2. Effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
    3. Only disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that such personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clause 8.1.
  2. Exceptions: The confidentiality obligations in clause 8.1 do not apply to any disclosure or use of Confidential Information:
    1. Solely for the purpose of a party performing its obligations, or exercising its rights, under these Terms;
    2. Required by law (including under the rules of any stock exchange);
    3. Which is publicly available through no fault of the recipient;
    4. Which was rightfully received by a party from a third party without restriction and without breaching any obligation of confidentiality; or
    5. By us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 8.

9. Warranties

  1. Authorisation: Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.
  2. Service:The Service is provided on an "as is" and "as available" basis, and your use of them is at your sole risk. We make no representation concerning the quality of the Service and do not promise that the Service will meet your requirements or be suitable for a particular purpose, [including that the use of the Service will fulfil or meet your tax compliance obligations]; or be secure, free of viruses or other harmful code, uninterrupted or error free.
  3. No other warranties: To the maximum extent permitted by law:
    1. Our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties (whether expressed or implied by statute or otherwise, including any warranty under Part 3 of the Contract and Commercial Law Act 2017) are expressly excluded and, to the extent that they cannot be excluded, liability for them is limited to $100 or the total amount of invoices for the preceding 3 months, whichever is larger;
    2. Unless you are purchasing the Service for your domestic, personal or household use (in which case the Consumer Guarantees Act 1993 applies, you agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade, and accordingly the Consumer Guarantees Act 1993 and any other applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and it is fair and reasonable that the parties are bound by this clause 9.3(b).

    Where legislation or rule of law implies to these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms.  However, our liability for any breach of that condition or warranty is limited, at our option, to supplying the Service again without fault; and/or paying the Fee back to you as a refund.

  4. Compliance with law: It is your sole responsibility to ensure that your use of the Service complies with any laws or regulations applicable to you and your business, and allows you to meet any legal obligations you might have. Such laws might include requirements regarding the retention or storage location of accounting, taxation and/or transaction records. We make no representation or warranty regarding your ability to comply with laws applicable to you when you use the Service.

10. Liability

  1. Limitation of liability: Our maximum aggregate liability under or in connection with these Terms or relating to the Service (whether in contract, tort (including negligence), breach of statutory duty or otherwise) shall not exceed $500 or (if greater) the Fees paid by you in the three months preceding the claim. This liability cap includes the cap set out in clause 9.3(a) ($100).
  2. Consequential loss: Neither party is liable to the other under or in connection with these Terms or the Service for any: 
    1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill; or
    2. consequential, indirect, incidental or special damage or loss of any kind.
  3. Exceptions: 
    1. Clauses 10.1 and 10.2 do not limit our liability under or in connection with these Terms for personal injury or death; fraud or wilful misconduct; and/or a breach of clause 8 (confidentiality). Clause 10.2 does not apply to limit your liability to pay the Fees; under the indemnity in clause 6.6 (security of Data); and/or for the matters in clause 10.3.
    2. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
  4. Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

11. Term, termination and suspension

  1. Term: These Terms and your right to access and use the Service:
    1. Starts on the date that you set up an account and first access or use the Service (Start Date); and
    2. Unless terminated earlier under this clause 11, continues until [a party gives][we give] at least 5 days’ notice to the other party that these Terms and your access to and use of the Service will terminate on the expiry of that notice.
  2. Termination for cause: A party may, by written notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party:
    1. Breaches any material provision of these Terms and the breach is not remedied within 10 days of receiving a notice from the first party requiring it to remedy the breach; or is incapable of being remedied; or
    2. Becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.
  3. Termination on Fees increase: You may terminate these Terms and your right to access and use the Service in accordance with clause 6.3 (increase of fees). 
  4. Consequences of Termination
    1. Termination of these Terms does not affect a party’s rights and obligations that accrued before termination. Clauses which, by their nature, are intended to survive termination of these Terms continue in force.
    2. On termination, you must pay all Fees for the Service provided prior to termination. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid. 
    3. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms but subject to clause 11.7, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.  
  5. Data: At any time prior to one month after the date of termination, you may request: 
    1. a copy of any Data stored using the Service, provided that you pay our reasonable costs of providing that copy.  On receipt of that request, we must provide a copy of the Data in a common electronic form. We do not warrant that the format of the Data will be compatible with any software; and/or
    2. deletion of the Data stored using the Service, in which case we must use reasonable efforts to promptly delete that Data.  

    For clarity, we are not required to comply with clause 11.5 to the extent that you have previously requested deletion of the Data.

  6. Suspension: Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or your personnel have:
    1. Undermined, or attempted to undermine, the security or integrity of the Service, the Taxoshi Platform and/or any Underlying Systems;
    2. used, or attempted to use, the Service:
      1. for improper purposes; or
      2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service; 
      3. transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or
    3. Otherwise materially breached these Terms.

12. Disputes

  1. Notice of dispute: If there is a dispute between the parties in relation to these Terms (or any previous version of them), a party must give the other party notice of the nature and details of the dispute, and neither party will commence any court or arbitration proceedings until the dispute resolution procedure described in this clause 12 has been complied with.
  2. Internal dispute resolution and mediation: 
    1. Within ten business days of receiving the notice of dispute, senior managers of the parties shall meet to endeavour to resolve the dispute.
    2. If the dispute is not resolved within 20 business days of receiving the notice of dispute, a party may by notice to the other party refer the dispute to mediation. The mediation will be in Auckland, New Zealand and conducted under the LEADR New Zealand Incorporated (LEADR) standard mediation agreement. If the parties do not agree on a mediator and/or the mediator’s fees within 10 business days of receiving the notice of mediation, the mediator shall be appointed and/or the fees set by the chair of LEADR (or their nominee) at the request of either party.
  3. Arbitration: If the dispute cannot be resolved through mediation, then a party may refer the dispute to binding arbitration. The arbitration will be in Auckland, New Zealand and the results of the arbitration shall be non-appealable and binding on both parties.

13. General 

  1. Force majeure: Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.
  2. No transfer, no right of survivorship:  You acknowledge, understand and agree that your account is non-transferable and any rights to your ID and/or contents within your account shall terminate upon your death. Upon receipt of a copy of a death certificate, your account may be terminated and all data anonymised. 
  3. No third party rights, and waivers: No person other than you and us has any right to a benefit under, or to enforce, these Terms. For us to waive a right under these Terms, that waiver must be in writing and signed by us.
  4. Relationship of parties: Subject to clause 7.3 (c) (IP rights), we are your independent contractor, and no other relationship such as joint venture, agency, employer, employee, trust or partnership exists under these Terms.
  5. Notices: If we need to contact you, we may do so by email or by using our support form on the Website.  You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected].
  6. Governing law: These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with New Zealand law.  Each party submits to the non-exclusive jurisdiction of the New Zealand courts in relation to any dispute connected with these Terms or the Service.
  7. Severability: If any provision in these Terms is or becomes illegal, unenforceable, or invalid, that provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.  If modification is not possible, the provision must be treated for all purposes as severed from these Terms, and the remainder of these Terms will be binding on you.
  8. Entire agreement: These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date.  The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date.  Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986, and that it is fair and reasonable that the parties are bound by this clause 13.8.
  9. No assignment: You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent (not to be unreasonably withheld or delayed). You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

14. Definitions and interpretation

  1. Definitions: In these Terms, unless the context requires otherwise:

    Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, providing and accessing and/or using the Service.  Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Taxoshi Software. Your Confidential Information includes the Data.

    Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service.

    Fees means the applicable fees for the Service at https://taxoshi.com/pricing (or as agreed otherwise in writing between you and us), as updated from time to time.

    Force Majeure means an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or a lack of funds for any reason.

    Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. 

    Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.

    IRD means the Inland Revenue Department, New Zealand.

    Materials mean any data, information, documentation or software provided by Taxoshi. 

    personal information means information about an identifiable, living person.

    personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.

    Service means the cryptocurrency taxation calculator and report generator service/s provided by Taxoshi using the Taxoshi Platform as described on the Website, as updated from time to time.

    Taxoshi Platform means the Taxoshi Software and other Underlying Systems provided by Taxoshi;

    Taxoshi Software means the software owned by us or our licensors used to provide the Service.

    Underlying Systems means the Taxoshi Software, IT solutions, systems and networks (including software and hardware) used to provide the Service, including any third-party solutions, systems and networks.

    Website or Site means Taxoshi’s website at https://taxoshi.com and https://app.taxoshi.com

     or such other site notified to you by us.

  2. In these Terms, unless the context requires otherwise:
    1. References to:
      1. a party includes that party’s permitted assigns.
      2. including and similar words do not imply any limit.
      3. a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity
      4. a New Zealand statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them..
    2. Words in the singular include the plural and vice versa.