Hnry | Our Service Agreement

PARTIES

1. Hnry (New Zealand) Limited, company number 7809199 (Supplier)

2. You (Client)
   
   

SECTION A: AGREEMENT AND KEY DETAILS

AGREEMENT

The Supplier agrees to provide, and the Client agrees to buy, Services on the terms of the Agreement. The agreement comprises:

▲ Section A (Agreement and Key Details), including this cover page and the signature clause; and

▲ Section B (General Terms).

KEY DETAILS

Start date of the Agreement:

This Agreement begins from the day you complete the sign-up to the Hnry service using your email address. However, Hnry will only become your tax agent, and Hnry’s obligations under this Agreement will only take effect on and from the day you first get paid into your Hnry Account.

End date of the Agreement:

This agreement has no set end date, and will only terminate through notice being given by either party, as per Section B, Part 8 of this Service Agreement. By actively using the Hnry online platform, being paid into an Account provided by Hnry, or using any other aspects of the Hnry service, the Client continues to agree to this Services Agreement.

Services:

Invoicing:

• Where requested, the Supplier agrees to send (tax) invoices on behalf of the Client to a 3rd Party nominated by the Client, based on a specific rate, costs or effort incurred.
• The Client agrees that the Supplier may issue (tax) invoices and invoice reminders as an agent for the Client.
  
  

Tax:

• The Client agrees to nominate the Supplier as their Nominated Person or Tax Agent, allowing the Supplier to represent the Client to both the Inland Revenue Department New Zealand (IRD) and the Accident Compensation Corporation New Zealand (ACC), as set out in Section B of this Agreement.
• The Client agrees to allow the Supplier to determine and adjust without notice their rate of:
  • Income Tax;
  • ACC;
  • GST; and
  • Student Loan repayments over time to ensure tax efficiency and reduce any tax deficit.
• In the process of tax calculation, decision-making, and payments, the Supplier shall implement appropriate technical and organisational measures to ensure that any automated decision-making or profiling conducted is fair, transparent, and respects the rights and freedoms of the Client.
• The Supplier will estimate the appropriate rate of Income Tax, ACC, GST and Student Loan deductions (using data provided to the Supplier by the Client) to ensure that the Client makes appropriate tax contributions and reduces the chance of penalties or fines.
• The Supplier will be responsible for withholding tax from all payments to the Client, at the aforementioned estimated rate, and passing the entire tax amount to the relevant government tax agency. Any remaining funds will be passed immediately to the Client.
• The Supplier will be responsible for calculating the GST liability on behalf of the Client, for only the GST income and expenditure that the Client makes the Supplier aware of, and will only apply to income and expenditure processed via the Supplier’s service. This provision applies only if the Client is GST-registered.
• The Client agrees to provide all their income and expenditure information to the Supplier throughout the course of the tax year. By default, this should be achieved through the Client using the Hnry Account to receive all sources of independent (non-salaried/PAYE) income, as well as using the Hnry software to log all business expenses and the details of any other sources of income.
• From the effective date of this Agreement (Start Date), receipt of self-employed income that is not processed via the Hnry Account is a breach of the Service Agreement and may result in the termination of services if the associated 1%+GST fee for that income is not paid to the Supplier.
• Acting as a tax agent for the Client, the Supplier will store expense receipt data and use that data to calculate the tax liability of the Client, that the Client makes the Supplier aware of.
• The Supplier provides guidance on IRD expense eligibility but cannot guarantee that any specific expense claim will be accepted by IRD. The Client is responsible for ensuring all claims are accurate, complete, and properly documented. The Supplier is not liable for any penalties or reassessments resulting from ineligible claims based on information provided by the Client.
• Where the Supplier is managing self-employed sources of income for the Client, the Client agrees to provide the Supplier with all the necessary information for the Supplier to file an IR3 income tax submission at the end of each Tax Year.
• Where the Supplier is only managing partial sources of income for the Client, the Client agrees to provide the Supplier with all necessary income, expenditure, and payment summaries within four weeks of receiving a request, for the Supplier to be able to file tax submissions on behalf of the Client at the end of each Tax Year.
• The Supplier will file IR3 Income Tax and GST returns on behalf of the Client, only after the Client has either been regularly paid into a Hnry Account for a period of 90 consecutive days, or has paid an additional fee for a one-off tax filing.
• Without the full and correct income and expenditure information being provided by the Client, the Supplier can accept no responsibility for the accuracy of tax rates or filings.
• The Client agrees to be readily accessible and contactable to the Supplier to promptly respond to any requests for information about their tax affairs.
  
  

ACC:

• The Supplier will deduct the necessary amounts from every payment to the Client, to cover all relevant ACC levies, based on the levy rates specified by the Accident Compensation Corporation New Zealand, and relevant to the types of work undertaken by the Client, as defined by the Client themselves.
• The Client agrees to provide all relevant information to the Supplier regarding the type and frequency of work undertaken, to allow the Supplier to accurately represent their area and industry of work with ACC.
  
  

Insurance:

• Where requested and available, the Supplier agrees to provide the Client with a Professional Indemnity and Public Liability insurance policy, as appropriate for the Industry Type and Role selected by the Client during the registration process with the Supplier.
• Once the Client has provided their Industry and Role Type, as well as their estimated income, a full breakdown of Insurance Fees can be requested by the Client in the form of a quote.
• If the Client chooses to be provided an insurance policy by Hnry, additional fees will be charged on each dollar earned, at the percentage rate specified on the agreed quote.
• Insurance costs are based on the Clients’ type of work, the level of cover required, and the Clients’ annual income from self-employed work. Should these details materially change, any insurance policy will need to be amended, which may impact the price of the policy.
• If the Client chooses to purchase an insurance policy, facilitated by Hnry, through one of our partners, by agreeing to this Service Agreement, the Client indicates that they have read both the Insurance Declaration and Insurance Provider Terms of Business documents, and agree to those terms set out in the documents.
• Insurance policies through Hnry are only valid whilst the Client is an active user of the Hnry service.
  
  

Deduction of Funds:

• Any funds deducted by the Supplier to cover the cost of the Client’s tax obligations (including Income Tax, ACC Levies, GST, as applicable, ) will be held in trust in cash or other liquid assets that are readily converted into cash, before being passed to the relevant government tax agency.
• Any Client funds held by the Supplier are held in trust and are therefore protected in the event of Supplier liquidity.
• In the event that any funds held in trust accrue interest, the interest accrued against held funds will be awarded to the Supplier.
  
  

Retention of Business Records:

• The supplier maintains records of customer identification procedures and transaction history throughout the duration of the Client relationship. Additionally, these records are retained for seven years following the cessation of services provided by the Supplier to the Client.
• When the contractual relationship between the Supplier and the Client is terminated, the Client’s transaction records and onboarding documents will be available upon request for the retention period.
• The Supplier will provide the Client’s data and information to Inland Revenue upon the request of the Commissioner under the Tax Administration Act 1994.
  
  

Pricing:

• Unless otherwise agreed between the Client and Supplier, for every dollar paid into a Hnry Account by the Client, or by end customers of the Client, the Client agrees to pay a percentage of that amount to the Supplier. The current standard pricing is as follows:
  • 1.0% +GST (capped at $1,500 +GST per financial year)
• Where a Client receives individual payments of under $50, a minimum fee of $0.50 +GST per payment applies.
• Fees will be deducted every time the Supplier receives a payment on behalf of the Client. Should an entity for any reason deduct any Withholding Taxes before an amount is paid into a Hnry Account, the Hnry Fee will be charged on the gross earnings amount (pre-tax, after GST has been deducted).
• If a Client uses a Hnry Account for the first time within 45 days of the end of the tax year (March 31st), the supplier reserves the right to request a one-off fee to cover the filing of tax returns on behalf of the Client for that financial year.
• Where a Client is an individual, for additional self-employed income that is received directly by the Client and not processed via a Hnry Account after the effective date of this Agreement, the Client agrees to pay the Supplier 1% +GST of that income.
• If a Client does not provide the Supplier with their acceptance of the Annual Review Form displayed on their Hnry Dashboard by the notified deadline, the Supplier reserves the right to request a one-off fee to cover the cost of filing the Income Tax return for that financial year on behalf of the Client.
  
  

SECTION B: GENERAL TERMS

1 INTERPRETATION

1.1 Definitions:

In the Agreement, the following terms have the stated meaning:

Agreement: Section A (Agreement and Key Details, including the cover page and signature clauses) and Section B (terms and conditions).

Confidential Information: the terms and conditions of the Agreement and any information that is not public knowledge and which is obtained from the other party in the course of, or in connection with, the Agreement. Intellectual Property owned by the Supplier is the Supplier’s Confidential Information.

Fees: the fees set out in the Pricing section A of this Services Agreement.

Force Majeure: 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 but cannot apply with respect to the payment of Fees due under this document.

Intellectual Property Rights: includes copyright and all rights conferred under statute, common law, or equity relating to inventions (including patents), registered or 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.

Key Details: the agreement specific details are set out in Section A of the Agreement.

Services: the services set out in the Key Details.

1.2 Interpretation:

In the Agreement:

• a. clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
• b. words importing the singular include the plural and vice versa; and
• c. a reference to:
  • i. a party to this Agreement includes that party’s permitted assigns; and
  • ii. including and similar words do not imply any limit.
    
    

2 OBLIGATIONS

2.1 General:

In addition to the other obligations of the Agreement:

• a. the Supplier must provide the Services:
  • i. in accordance with the Agreement,and;
  • ii. exercising reasonable care, skill and diligence; and
  • iii. using suitably skilled, experienced, and qualified staff;
• b. the Client must:
  • i. promptly make decisions
  • ii. Provide comprehensive and accurate information.
  • iii. Provide all necessary information, documentation, and approvals in a timely manner to enable Hnry to deliver the Services effectively.
  • iv. Notify Hnry promptly of any changes in your financial or business circumstances that may affect the provision of the Services.
  • v. Comply with all legal and regulatory requirements related to your business activities that may impact the Services provided by Hnry.
    
    

3 WARRANTIES

3.1 General:

The Supplier warrants that the Services will, at the time they are provided, materially conform to any requirement set out in the Key Details.

3.2 Breach of warranty:

If the Services do not meet a warranty, at the Client’s request and at the Supplier’s cost, the Supplier must re-perform the Services so that they meet or satisfy that warranty. The Supplier’s obligation under this clause 3.2 is the Client’s sole remedy against the Supplier for breach of warranty.

3.3 Exclusions:

• a. To the maximum extent permitted by law, the Supplier’s warranties are limited to those stated in clause 3.1. Any implied condition or warranty (including any warranty under the New Zealand Sale of Goods Act 1908) is excluded.
• b. The Client agrees and represents that it is acquiring the Services for the purposes of a business and that the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement.
• The warranties provided do not cover issues arising from:
  • Misuse, alteration, or improper handling of the delivered Services by the Client or third parties.
  • The Client’s failure to follow Hnry’s recommendations or instructions.
  • Using the Service with equipment, software, or services not provided, or approved, by Hnry.
    
    

4 INTELLECTUAL PROPERTY

4.1 Retained Intellectual Property:

The following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) remains the property of the current owner, regardless of its use in the Services:

• a. Intellectual Property that existed prior to the date of the Agreement; and
• b. Intellectual Property that was developed independently of the Agreement.
  
  

4.2 Know how:

To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free, transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any know how, techniques, ideas, methodologies, and similar Intellectual Property developed by the Supplier in the provision of the Services to the Client.

4.3 Ownership going forward:

Subject to clauses 4.1 and 4.2, all Intellectual Property created, developed, or contributed to by the Supplier in connection with the provision of the Services (including any enhancements, modifications, or derivative works), whether solely or jointly with the Client, shall be and remain the exclusive property of the Supplier.

4.4 Third Party Intellectual Property:

Hnry acknowledges that it may utilise third-party intellectual property in the delivery Services and warrants that it has obtained all necessary licences and permissions to use such intellectual property in connection with the Services.

5 FEES

5.1 Fees:

The Client must pay the Fees to the Supplier for providing the Services. Fees will be deducted automatically by the Supplier from all self-employed income managed on behalf of the Client.

5.2 Changes to Fees:

Changes to Fees: Hnry reserves the right to modify the Service Fees at any time, subject to providing you with two months notice of such changes. The continued use of Hnry’s services after fee changes have been notified will constitute your agreement to such changes

5.3 Promotional Credit:

• Periodically, Hnry may, in its absolute discretion, offer promotional credit to existing and prospective customers as a form of incentive or reward. Credit is only valid for active, transacting Hnry customers. Any credit earned by the Client via referral of Hnry to other parties will be valid only after that party has received their first payment through Hnry. Once active, Credits will be automatically used in lieu of payment of Hnry fees.
• Credits earned by the Client are non-redeemable for cash, serving solely for offsetting Hnry fees.
  
  

6 CONFIDENTIALITY

6.1 Security:

Each party agrees that, unless it has the prior written consent of the other party, it will:

• a. keep confidential at all times the Confidential Information of the other party; and
• b. ensure that any personnel or professional advisor to whom a party discloses other party’s Confidential Information is aware of, and complies with, the provisions of this clause 6.1.
• c. not permit third-party access to the Client’s Hnry login details and Confidential Information.
  
  

6.2 Third-party access:

Sharing personal login details to the Client’s Hnry profile contravenes the Supplier’s Terms and Conditions. The Supplier cannot be held liable for providing Confidential Information to a third party in the event of third-party access being granted by the Client.

6.3 Disclosure required:

The obligations of confidentiality in clause 6.1 do not apply to any disclosure:

• a. for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
• b. required by law (including under the rules of any stock exchange);
• c. of Confidential Information which:
  • i. is publicly available through no fault of the recipient of the Confidential Information or its personnel; or
  • ii. was rightfully received from a third party without restriction or without breach of the Agreement; or
• d. by the Supplier if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that the Supplier enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 6.
  
  

6.4 Return of information:

Except to the extent that a party has ongoing rights to use Confidential Information, a party must, at the request of the other party following the expiry or termination of the Agreement, promptly return to the other party or destroy all Confidential Information of the other party in the recipient party’s possession or control.

6.5 Privacy Policy:

The Supplier shall handle any personal data collected or processed in the course of providing the Services in accordance with its privacy policy. By entering into this Agreement, the Client acknowledges that they have read and understood the Supplier’s privacy policy, which outlines how personal data is handled. The Supplier’s privacy policy can be found here.

6.6 Authority to Verify Identity

By agreeing to Hnry’s terms, the Client consents to their information being passed to, and checked with, the document issuer, official record holder, a credit bureau and authorised third parties for the purpose of verifying the Client’s identity and address.

6.7 Duration of Confidentiality

The obligation to keep Confidential Information confidential shall persist for five years after the termination or expiry of this Agreement, subject to any longer periods required by applicable law.

7 LIABILITY

7.1 Maximum liability:

To the extent permitted by law, the Supplier’s maximum aggregate liability to the Client under or in connection with this Agreement (whether in contract, tort including negligence, breach of statutory duty, or otherwise) will not exceed the total Fees paid by the Client to the Supplier for Services properly provided under this Agreement in the 12-month period preceding the event giving rise to the claim.

7.2 Excluded and Unrecoverable loss:

Except for the Client’s obligation to pay Fees, neither party will be liable (whether in contract, tort, equity, or otherwise) for any:

• loss of profit, data, revenue, business, opportunity, or goodwill;
• indirect, consequential, incidental, special, or punitive damages, arising from or in connection with this Agreement, including but not limited to:
  • service outages or interruptions;
  • errors in tax calculations or filings caused by system or input failure; or
  • financial loss resulting from incorrect or incomplete information provided by the Client.
    
    

7.3 Specific Liability Limits

If any failure by the Supplier (including a system failure or administrative error) results in an incorrect tax filing, misallocation of funds, or other financial loss directly caused by the Supplier, the Supplier’s liability will be limited to:

• correcting the error where possible; and
• compensating the Client up to the equivalent of the Fees paid for the affected period or service.

This clause does not entitle the Client to compensation for consequential losses arising from tax penalties, interest, or regulatory action unless such loss is directly attributable to the Supplier’s negligence or wilful misconduct.

7.4 Unlimited liability:

Nothing in this Agreement limits or excludes either party’s liability for:

• death or personal injury caused by negligence; or
• fraud or wilful misconduct
  
  

7.5 No liability for the other’s failure:

Neither party will be liable for any failure to perform its obligations under this Agreement to the extent that such failure is directly caused by:

• the other party’s breach of the Agreement;
• the negligence, act, or omission of the other party or its personnel.
  
  

7.6 Indemnification

The Client agrees to indemnify and hold the Supplier harmless from and against any claims, losses, or liabilities arising from the Client’s:

• breach of this Agreement;
• misuse of the Services; or
• failure to provide accurate or complete information required for the proper provision of the Services.
  
  

7.7 Liability Notice

Any claim the Client intends to bring against the Supplier must be made within 12 months of the event giving rise to the claim. The Client must provide the Supplier with a reasonable opportunity to remedy any alleged breach before pursuing any other remedy.

8 TERM AND TERMINATION

8.1 Duration:

Unless terminated under this clause 8, the Agreement starts and ends on the dates set out in the Key Details.

8.2 No fault termination:

Either party may terminate the Agreement on no less than one month’s prior written notice to the other party.

8.3 Other termination rights:

Either party may, by notice to the other party, immediately terminate the Agreement if the other party:

• a. breaches any material provision of the Agreement and the breach is not:
  • i. remedied within 10 days of the receipt of the notice from the first party requiring it to remedy the breach; or
  • ii. capable of being remedied;
• b. has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason; or
• c. is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
  
  

8.4 Consequences of expiry or termination:

• a. Expiry or termination of the Agreement does not affect each party’s rights and obligations accrued before the termination or expiry date.
• b. The Client must pay for Services provided before the expiry or termination date.
  
  

8.5 Obligations continuing:

Clauses which, by their nature are intended to survive expiry or termination, including clauses 6, 7 and 8, continue in force.

8.6 Forced Termination:

The Supplier reserves the right to terminate the Client’s access to the Supplier’s services with immediate effect, including (but not limited to) tax payment and filing services, invoicing, Public Liability and Professional Indemnity Insurance under the following circumstances:

• In the event that the Supplier becomes aware that the Client has no intention of using the Hnry service for their self-employed income.
• In the event that the Supplier determines that the Client is not (and will not in future be) earning income as a sole-trader, freelancer or contractor.
• In the event that the Client ceases to receive funds into a Hnry account for a period of 90 consecutive days without prior notice.
• In the event that the Client remains uncontactable or unresponsive for a period longer than 30 consecutive days, impeding the Supplier’s ability to provide necessary services.
• Where required by law, including where the Supplier suspects your account is linked to suspicious or illegal activity, including breaches of anti-money laundering (AML) and counter-terrorism financing (CTF) obligations.
• Where it is reasonable for us to do so, Hnry may, with no prior notice to you, temporarily suspend or terminate services to prevent unauthorised access or mitigate potential threats to maintain the security or integrity of our systems: In the event that the Client engages in abusive, threatening, or inappropriate behaviour toward the Supplier’s staff or representatives, whether written, verbal, or otherwise.
  
  

9 DISPUTES

9.1 Good faith negotiations:

Before taking any legal or Court action, a party must use their best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.

10 GENERAL PROVISIONS

10.1 Force Majeure:

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by unforeseen events beyond reasonable control, such as natural disasters, war, regulatory actions by government authorities (e.g., IRD), or government restrictions (force majeure events), excluding financial inability to perform. Where possible, Hnry will keep you informed of the force majeure and will make reasonable efforts to resume performance as soon as possible.

10.2 Waiver:

A delay or failure by us to exercise any right or remedy under this Agreement does not constitute a waiver of that right or remedy, nor does it prevent us from exercising it later. Any waiver of rights under this Agreement must be made expressly, and will generally be in writing and signed by us. However, we may, at our discretion, choose to waive a right in another manner — but only where such waiver is communicated clearly and unambiguously by us.

10.3 Independent contractor:

The Supplier is an independent contractor of the Client. No other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.

10.4 Notices:

Termination notices shall be delivered electronically in writing to the designated representative of the other party and will be deemed effective upon receipt.

10.5 Severability:

If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in effect, and the invalid or unenforceable provision shall be replaced with a valid provision that most closely matches the intent of the original provision.

10.6 Variation:

We may change this Agreement, including fees and limits by providing you with at least two months prior notice via the App and/or by e-mail (provided you have supplied us with an up-to-date e-mail address) and will ensure the most recent version is always available on the Website. If you do not agree with the changes to the Agreement, you may at any time within the two months’ notice period terminate this Agreement and close your Account without a charge. However, in the event you do not cancel during this period then you will be deemed to have accepted them and the changes will apply to you. If any part of this Agreement is inconsistent with any regulatory requirements then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical. We will update our Agreement to reflect the new regulatory requirements when they are next reprinted.

10.7 Entire Agreement:

The Agreement sets out everything agreed by the parties relating to the Services and supersedes and cancels anything discussed, exchanged or agreed prior to the Agreement’s start. The parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement, and no such representation, warranty or agreement has any effect from the Agreement’s start. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A, and13 of the Fair Trading Act 1986.

10.8 Subcontracting and assignment:

You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to the contract between us. You will remain liable until all Accounts issued to you are terminated and all sums due under this Agreement have been paid by you in full. We may assign our rights and benefits at any time without prior written notice to you. We may subcontract any of our obligations under this Agreement.

10.9 Law:

The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the Exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement.

10.10 Counterparts:

The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and sending (including by facsimile or email) a counterpart copy to the other party.