eInvoicing Terms
By enabling or using eInvoicing in the Projectworks software, you agree that you are bound by these eInvoicing Terms (the “eInvoicing Terms”) in your use of eInvoicing provided to you by SpiderWorks trading as Projectworks (the “Company”, “us”, “we” and “our”), in addition to our Terms of Service and Privacy Policy. eInvoicing is available to Customers located in New Zealand and Australia, whose contract and services are provided by the Company under the Terms of Service. These eInvoicing Terms are additional terms that form part of your agreement with the Company under the Terms of Service. If there is any inconsistency between these eInvoicing Terms and the Terms of Service, these eInvoicing Terms will prevail in relation to eInvoicing. Capitalized terms that are not defined in these eInvoicing Terms have the meaning given to them in the Terms of Service.
In these eInvoicing Terms, “you” and “your” mean the Customer, being the Projectworks customer that sends eInvoices through Projectworks. If you send eInvoices on behalf of a related business, such as a subsidiary, references to “you” include that business, and Sections 3.2(b) and 3.2(i) of the Terms of Service do not prevent you from using eInvoicing to send eInvoices on behalf of that business.
By enabling or using eInvoicing, you confirm that you are authorized to accept these eInvoicing Terms on behalf of your business, and on behalf of any related business whose eInvoices you send through Projectworks.
These eInvoicing Terms may be changed by the Company from time to time, including where required by changes to the rules of the Peppol Network, the Company’s arrangements with its Access Point Provider, or applicable law. The Company will use reasonable efforts to keep you updated on material changes via the notice address provided by you or within Projectworks. Your continued use of eInvoicing after the update will be deemed to be with your consent to the new eInvoicing Terms. If you do not agree to a change, you may stop using eInvoicing.
1 - Definitions
a. Access Point Provider means the accredited Peppol service provider used by the Company to connect you to the Peppol Network, currently Tickstar AB (a subsidiary of Xero Limited), or any replacement provider appointed by the Company.
b. Business Identifier means a New Zealand Business Number (NZBN), an Australian Business Number (ABN) or other identifier recognized on the Peppol Network that identifies a business.
c. eInvoicing means the electronic invoicing functionality in Projectworks that enables you to send Peppol Documents to your clients through the Peppol Network. eInvoicing in Projectworks is a send-only service and does not receive Peppol Documents on your behalf.
d. Peppol Authority means an organization responsible for governing the use of the Peppol Network within its jurisdiction, being the Ministry of Business, Innovation and Employment (MBIE) in New Zealand and the Australian Taxation Office (ATO) in Australia.
e. Peppol Document means an invoice, credit note or other document, including its attachments and related information, sent through the Peppol Network.
f. Peppol Network means the international network for the exchange of electronic business documents between registered businesses through accredited service providers, governed by OpenPeppol AISBL and the applicable Peppol Authorities.
g. Recipient means a client of yours to which you send Peppol Documents through eInvoicing.
2 - The Peppol Network
2.1. About Peppol. eInvoicing uses the Peppol Network, which allows accredited service providers (known as access points) to exchange Peppol Documents securely between registered businesses, regardless of the software each business uses.
2.2. Governance and Contact Points. The Peppol Network is governed by OpenPeppol AISBL and, within each jurisdiction, by the relevant Peppol Authority: MBIE in New Zealand and the ATO in Australia. Information about the Peppol Network and relevant contact points is available from OpenPeppol AISBL and the relevant Peppol Authority.
2.3. Third-Party Dependency. The Company does not operate or control the Peppol Network or the Access Point Provider. Your use of eInvoicing depends on their availability and operation, and is subject to the rules and technical specifications that apply to the Peppol Network, which may change from time to time.
3 - Access to eInvoicing
3.1. Eligibility. eInvoicing is available if your business is located in New Zealand or Australia, has a valid NZBN or ABN, and has the appropriate Projectworks subscription in place.
3.2. Beta. While eInvoicing, or any part of it, is designated as a Beta Service, Section 5 of the Terms of Service applies to eInvoicing, except that: (a) notwithstanding Section 5 of the Terms of Service, you may use eInvoicing for production purposes, including to send live invoices to your clients; (b) the beta period will end on the date notified by the Company, or the date eInvoicing becomes generally available, whichever is earlier, instead of the three-month period referred to in Section 5 of the Terms of Service; and (c) the remainder of Section 5 of the Terms of Service continues to apply, including the Company’s right to discontinue eInvoicing at any time and that the Company will have no liability for any harm or damage arising out of or in connection with eInvoicing while it is a Beta Service. When eInvoicing becomes generally available, it will form part of the Services and these eInvoicing Terms will continue to apply.
3.3. Fair Use. Your use of eInvoicing is subject to fair use. The Company may set reasonable limits on your use of eInvoicing, including on the number of Peppol Documents you send in any period. If the Company reasonably considers that your use of eInvoicing is excessive or unreasonable, it may notify you and ask you to reduce your use. If you do not do so within a reasonable time, the Company may restrict, suspend or disable eInvoicing for you, and the Company will have no liability for doing so.
4 - Authorization
4.1. Authorization to Act. You authorize the Company and the Access Point Provider, on your behalf, to: ( a) identify you as the sender of Peppol Documents on the Peppol Network using your Business Identifier; and (b) send the Peppol Documents you submit through Projectworks to the intended Recipients through the Peppol Network.
4.2. Disclosure. You authorize the Company to provide the Access Point Provider, and other participants involved in transmitting and delivering a Peppol Document, with the information necessary to do so.
4.3. Send Only. eInvoicing does not receive Peppol Documents, such as supplier invoices, on your behalf, and the Company does not register you as a participant on the Peppol Network. Using eInvoicing does not affect any registration you hold with another provider, such as your accounting system, to receive Peppol Documents. Each Recipient must be registered on the Peppol Network to receive Peppol Documents.
5 - Identity Verification
5.1. Verification. The Company will complete verification checks before you first send a Peppol Document through eInvoicing and periodically afterwards. You must keep your business details accurate and up to date, and promptly provide any information the Company reasonably requests to complete verification.
5.2. Refusal and Disabling. The Company may decline to provide, or may suspend or disable, eInvoicing for you if it is unable to complete verification, or if it reasonably believes that information you have provided is inaccurate or that the person enabling eInvoicing is not authorized to act for you.
6 - Your Responsibilities
6.1. Business Content. You remain fully responsible for the business content of all Peppol Documents you send through eInvoicing, including: (a) their accuracy, completeness and legality; (b) their compliance with applicable laws, including tax invoice, goods and services tax (GST) and record-keeping requirements in New Zealand or Australia (as applicable); and (c) any business commitments, express or implied, made in or resulting from them.
6.2. Authority and Recipients. You are responsible for ensuring that you are authorized to send each Peppol Document and to use each Business Identifier you provide or select. You are responsible for deciding which Recipients to enable for eInvoicing, for ensuring that each Recipient’s details (including its Business Identifier) are correct, and for ensuring that each Recipient is registered on the Peppol Network to receive Peppol Documents.
6.3. No Content Review. Other than the verification checks under Section 5, the Company does not review the content of Peppol Documents or whether a Peppol Document is appropriate for its intended Recipient.
6.4. Records. You are responsible for retaining your own records of Peppol Documents for as long as required by applicable law.
6.5. Authorized Users. You are responsible and liable for all use of eInvoicing by your Authorized Users in accordance with Section 4 of the Terms of Service.
7 - Acceptable Use, Suspension and Blocking
7.1. Restrictions. You must not use eInvoicing to: (a) send fraudulent, misleading, defamatory, obscene, unlawful or malicious content, or spam; (b) send viruses or other harmful software; (c) interfere with or compromise the security or operation of Projectworks, the Access Point Provider or the Peppol Network; or (d) infringe any third party’s rights or breach any applicable law. The Company may treat any such use as an Unauthorized Use under the Terms of Service.
7.2. Suspension and Blocking. Your access to eInvoicing and the Peppol Network may be suspended or blocked immediately and without notice in the case of fraud, spam or other unlawful or criminal acts committed by you or on your behalf, where the Company reasonably suspects a breach of Section 7.1, or where required by the Access Point Provider, OpenPeppol, a Peppol Authority or applicable law. Section 12.2 of the Terms of Service does not apply to any suspension, block or disabling under this Section 7.2 or Section 5.2, and the Company will have no liability for any such suspension, block or disabling.
8 - Delivery and Availability
8.1. No Guarantee of Delivery. Sending a Peppol Document through Projectworks does not guarantee that it will be delivered to, accepted by or processed by the Recipient or the Recipient’s systems. You remain responsible for confirming delivery or payment where appropriate.
8.2. Changes and Interruptions. The Company may suspend, restrict or modify eInvoicing where reasonably necessary, including for maintenance or security, to reflect changes to the rules or specifications of the Peppol Network, or where required by the Access Point Provider or applicable law.
9 - Data and Privacy
9.1. Customer Materials. Peppol Documents and related information are Customer Materials. You authorize the Company to process and disclose them as described in these eInvoicing Terms and the Privacy Policy for the purpose of providing eInvoicing.
9.2. Access Point Provider. The Access Point Provider processes Peppol Documents on behalf of the Company, hosts them with Amazon Web Services in Sydney, Australia, and may retain them for a limited period after they are sent. A Recipient’s access point may be located in a different country from you, in which case the Peppol Document will be transferred to that country.
9.3. Personal Information. Where a Peppol Document contains personal information about any individual, you are responsible for ensuring that you are authorized to provide that information to the Company for the purposes of eInvoicing, and that the individual has been informed of this processing as required by applicable privacy law.
9.4. Reporting. The Company and the Access Point Provider may provide transaction statistics to OpenPeppol and the Peppol Authorities as required by the rules of the Peppol Network.
10 - LIMITATION OF LIABILITY
10.1. TO THE EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM THE ACTS OR OMISSIONS OF THE ACCESS POINT PROVIDER, ANY OTHER PARTICIPANT ON THE PEPPOL NETWORK, ANY RECIPIENT, OR ANY FAILURE, DELAY OR UNAVAILABILITY OF THE PEPPOL NETWORK.
10.2. SUBJECT TO SECTION 3.2(c) AND THIS SECTION 10, SECTION 11 OF THE TERMS OF SERVICE APPLIES TO THE COMPANY’S LIABILITY IN CONNECTION WITH EINVOICING.
11 - Indemnity
11.1. You shall indemnify, defend and hold harmless the Company and its affiliates, and its and their employees, directors, officers, shareholders, agents, successors and permitted assigns, from and against any and all losses, liabilities, costs and expenses (including reasonable legal costs), actions, claims, lawsuits, mediations and arbitrations arising from or in connection with any third party claim arising as a result of: (a) your breach of your confidentiality obligations under the Terms of Service in connection with eInvoicing; (b) your infringement or violation of any third party rights (including intellectual property rights); (c) any unlawful, fraudulent, criminal or misleading activities, acts or omissions by you or on your behalf on the Peppol Network; (d) any content or other information included in the Peppol Documents sent by you or on your behalf; or (e) your breach of Section 5, 6 or 7.1 of these eInvoicing Terms.
11.2. Section 11 of the Terms of Service does not limit your liability under this Section 11.
12 - Stopping eInvoicing and Termination
12.1. Stopping eInvoicing. You may stop using eInvoicing, or disable it for any Recipient, at any time. When you stop using eInvoicing, or the Agreement is terminated or expires, the Company will stop sending Peppol Documents on your behalf.
12.2. Withdrawal by the Company. The Company may withdraw eInvoicing, for you or for all customers, by giving reasonable notice, or immediately where required by the Access Point Provider, a Peppol Authority or applicable law, or if the Company’s arrangements with the Access Point Provider end.
12.3. Effect. Peppol Documents that have already been sent remain with their Recipients, and copies may be retained by the Access Point Provider for a limited period. Section 12.4(c) of the Terms of Service does not apply to copies retained by the Access Point Provider under this Section 12.3.
12.4. Survival. Sections 6, 9, 10, 11 and 12 of these eInvoicing Terms will survive when you stop using eInvoicing or on any termination or expiration of the Agreement.
13 - Miscellaneous
13.1. Governing Law. These eInvoicing Terms will be governed in accordance with Section 13.9 of the Terms of Service.
13.2. Relationship to the Terms of Service. Except as set out in these eInvoicing Terms, the Terms of Service continue to apply in full to your use of eInvoicing.