1. Introduction: These Terms are a legally binding contract between you, the person registering to the Invoice Hub platform (regardless of which tools you use or whether you access via your web browser or the Invoice Hub app) (the Services), and us. By using the Services, you are agreeing to these Terms.
2. Definitions: In these Terms:
   Invoice Hub, we, us or our means Invoice Hub Limited.
   Lender means a provider of invoice finance that uses our Services. You can see a full list of current lenders on our website.
   Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, demand, proceeding, liability, penalty, expense and cost, including legal and other professional fees.
   Terms means these terms and conditions.
   
3. Subscribing to the Service:
   1. To be eligible to create an account with us and use the Services, you must be a New Zealand incorporated company or otherwise carrying on business in New Zealand, and you will need to meet our identity verification requirements.
   2. If you create an account with us, you agree to keep it secure for example by keeping your username and account passwords secret. You should also make sure that you keep your account and business information complete, correct and up to date. By adding or updating business details via the Service you confirm that you have authority to do so.
4. Changes: We are a new service, so we keep our Services, and these Terms under regular review and may change them at any time. We will provide notice of any changes to these Terms on our website at www.invoicehub.co.nz and, for significant changes, either within the Service when you next sign into your account, or by email to you. We will aim to give you advance notice of changes where practicable and where they will impact a material number of users, except that:
   1. We can make emergency changes to the Services immediately and without notice for security or other urgent reasons; and
   2. we may implement updates, upgrades and changes to our system at any time. For example, as we add new functionalities there may be a requirement to upgrade and interrupt the Services. We will try and do this at a time that will create minimum impact.
5. How indicative offers of finance are requested and made:
   1. If you want to use the Services to find invoice finance, you may upload invoices that are unpaid, not yet due, and that otherwise meet the requirements set out on our website. When you upload a qualifying invoice, we will automatically send it to our Lenders, and invite those Lenders to make you an indicative offer. We will then make any indicative offers that you receive available to view on the Services.
   2. We do not promise that you will receive any indicative offers for any Lenders, or that any indicative offers that you do receive will be suitable for you. If you are interested in any of these indicative offers, you can select those that you are interested in, and we will put you in contact with those Lenders to discuss the possibility of finance further.
   3. Please note that all indicative offers that we receive and provide you via the Services are indicative only, and subject to the Lender's own identity verification, onboarding, and credit criteria, and the terms and conditions applying to the relevant loan. No loan agreement or other contract to take finance will be concluded over the Services – you must enter into a contract directly with the Lender.
   4. As explained further in clauses 15 and 16 below, we do not make any advice, recommendation or opinion about any Lenders or any finance referred to on our platform. You must assess each Lender and the finance they provide for yourself and make your own decision about whether to take finance from that Lender.
   5. We do not provide loans and do not handle any loan monies. Any loan that a lender provides to you will be between you and the lender, and you will be responsible for repaying the lender (and any other fees and interest) directly.
6. Fees/Commission: If you reach an agreement for finance with a Lender, then the Lender may pay Invoice Hub a commission in relation to the finance that you take out. There are no other fees for using Invoice Hub, and all fees and interest relating to any finance that you take out are to be agreed and paid between you and the Lender.
7. Your responsibilities: You must, when using the Services:
   1. ensure any invoices that you upload to the Services are genuine and unpaid;
   2. always provide true, complete and accurate information, and not do anything that is misleading or deceptive or likely to mislead or deceive;
   3. follow our reasonable instructions and directions about using the Services, and only use the Services for lawful purposes;
   4. not interfere with our or anyone else's IT or communications systems, or use of the Services; and
   5. comply with all applicable laws and not breach our or anyone else's rights.
8. Intellectual property: The Service, and all intellectual property and other rights in the Services (including any and all content on the Services) belong to us, or our Service partners, or our licensors. We give you a limited licence to use the Services in accordance with these Terms and our other instructions. All other licences are hereby expressly excluded.
9. Cancellation with notice: You can cancel your account with us at any time by sending us a cancellation request by email to info@invoicehub.co.nz. We can also cancel your account by giving you written notice.
10. Cancellation without notice: We may cancel your account immediately at any time by giving you notice, or suspend or restrict your use of all or any part of the Services if:
    1. it is reasonably necessary to do so for operational, security or technical reasons (including but not limited to maintenance or upgrades); or
    2. we believe on reasonable grounds that you or any other person using your account (with or without your knowledge) are using the Services in breach of these Terms or applicable laws.
11. Consequences of cancellation: On cancellation of your account, we will remove access to the Services. However, cancellation will not affect any finance that you have in place with a Lender, or any commission that is payable to us from a Lender. If you take further finance from a Lender after you cancel your account with us (depending on the agreements in place between us and the Lender) the Lender may continue to pay us commission in relation to that further finance.
12. Personal Information: When you sign up to the Services, and when you use the Services, we collect information about you. We also need to disclose information to Lenders where you request indicative offers of finance, and collect information from the Lenders about any finance that they provide to you. More detail about the information we collect, and how we treat it is set out in our Privacy Policy. We comply with the Privacy Act 2020 in relation to the information we collect about you.
13. Content: We may allow you to post content to the Service that will be visible to Lenders (for example, when you upload your invoices to request offers of finance). If you post or upload any such content, you must make sure that your content is suitable to share, and you must not include any material that could be considered unlawful, harmful, harassing, defamatory, offensive, threatening, obscene, misleading, infringing or otherwise inappropriate, or that would breach a third party's rights (eg a right of privacy). We do not claim ownership of content that you post, however by posting such content, you grant us a world-wide, royalty free, perpetual, irrevocable, non-exclusive and freely sublicensable right and licence to use and republish that content, without limitation and in any format. You hereby indemnify us from and against any and all losses that we suffer in connection with your breach of this clause.
14. Indemnity: By agreeing to these Terms, you agree to indemnify us and hold us harmless (including our affiliates, employees and agents) against any and all claims, suits, actions, liabilities, costs and expenses arising out of a breach by you (or any users associated with your business) of these Terms or arising out of a breach of your obligations under these Terms, unless your breach is directly caused by our own breach of these Terms.
15. Disclaimers:
    1. To the maximum extent permitted by law we, and our directors, officers, employees and contractors, have no liability or responsibility to you or any other person for any Loss (whether arising in contract, tort (including negligence) or otherwise) arising in connection with:
       1. any content that you post to our platform;
       2. any act or omission of any Lender operating on our platform; or
       3. any finance that you take out from a Lender.
    2. You understand that:
       1. you access and use the Services at your own risk;
       2. we are making the Services available for general information purposes only. The Services do not constitute professional advice, and we make no representations or warranties about the Lenders that may contact you in connection with finance that you seek via our platform;
       3. we do not provide any advice, recommendation or opinion about any Lenders or any finance referred to on our platform – you must assess each Lender and the finance they provide for yourself and make your own decision about whether to take finance from that Lender; and
       4. we are making the Services available on the basis of the limitations and exclusions of liability set out in these Terms.
16. Liability: To the maximum extent permitted by law:
    1. our (and our directors', officers', employees', and contractors') maximum aggregate liability to you under or in connection with these Terms, the Services and/or our platform (whether arising in contract, tort (including negligence) or otherwise) is NZ$100; and
    2. any implied terms, conditions or warranties in connection with these Terms, the Services and/or our platform (including any warranties under subparts 1 to 6 of Part 3 of the Contract and Commercial Law Act 2017) are excluded and, to the extent that they cannot be excluded, liability for them is limited to NZ$100.
    3. Our Services are provided for businesses only. You agree and represent that you are accessing the Services for the purposes of a business, and that any credit obtained by you from a Lender via the Services is to be used wholly for business purposes. You and we agree, to the maximum extent permissible by law, that the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services or these Terms. The parties agree that it is fair and reasonable that you and we are bound by these Terms and in particular this clause 16.1.
17. Service limitations: We cannot promise that the Services will always be available, fault free or secure. Where the Services link to third party websites or services, we are not responsible for the content, availability or security of such third party websites or services (including those provided by our Lenders). In addition, there may be maintenance windows during which we may not be able to provide the Services to you. We will try to: (a) keep maintenance windows to a minimum; and (b) schedule maintenance windows at low demand times.
18. Third party terms: You must agree to, and abide by, all third party terms that may apply to Services, including any of our Lenders terms.
19. Assignment/transfer: We may transfer the provision of the Services to another company, firm or person, so long as this does not affect your rights under these terms. You must not transfer your rights or obligations under these terms to anyone else, without our prior written consent.
20. Governing law: This Agreement is governed by New Zealand law and you and we submit to the jurisdiction of the New Zealand Courts.
21. Severability: If any part of these Terms is found to be unfair or unenforceable, then it will be modified so as to be fair or enforceable (as the case may be), or if modification is not reasonably possible then it will be treated as deleted from these Terms, and the rest of these Terms will continue to operate.
22. Interpretation: In these Terms, "including" and similar words do not imply any limitation.

Questions: If you have any questions regarding this Agreement, please contact us at info@invoicehub.co.nz.