Terms of Service

01About these terms

These Terms of Service (“these Terms”) are a legal agreement between you and Project Five Ltd (“Project Five”, “we”, “us” or “our”), a company incorporated in the Cook Islands with its office in Rarotonga, Cook Islands. They govern your access to and use of Easy (the “Service”) — our Cook Islands accounting software, the websites at projectfive.co.ck and any related applications and services.

By creating an account, starting a free trial, subscribing to a plan, or using the Service, you agree to these Terms. If you are agreeing on behalf of a company or other organisation, you confirm that you have authority to bind that organisation, and “you” means that organisation.

If you do not agree to these Terms, do not use the Service.

These Terms should be read together with our Privacy Policy, which explains how we handle personal information.

02Definitions

• Account means the account created for your business or, in personal cash-book mode, for you.
• Customer Data means all information you enter into, upload to, or generate within the Service, including your ledger, documents, photographs, payroll records and reports.
• Plan means the subscription plan you select — currently Easy Starter, Easy Core, Easy Plus, Enterprise or Easy Payroll.
• User means anyone you invite to access your Account, including team members, your accountant and your bookkeeper.

03What Easy is — and what it is not

3.1 Easy is bookkeeping and accounting software. It records your transactions, maintains a double-entry general ledger, produces financial reports, calculates payroll, and prepares working papers for Cook Islands returns including the RM205 VAT return, RM6 income tax workings, and the RM106 and RM101 payroll returns.

3.2 Easy is not, and does not provide:

1. a tax agent, tax adviser, accountant or bookkeeper. The Service prepares calculations from the information you enter. It does not provide tax, accounting, legal or financial advice.
2. a filing agent. Easy does not lodge returns with the Cook Islands Revenue Management Division. You or your adviser review and lodge returns.
3. an audit or assurance service. Reports produced by Easy are management reports, not audited financial statements.
4. an anti-money-laundering or counter-financing-of-terrorism compliance system. The Service is not designed to meet obligations under the Financial Transactions Reporting Act 2017 or any other AML/CFT requirement. If you are a reporting entity, those obligations remain entirely yours.
5. a guarantee of payroll correctness. Easy calculates PAYE and CINSF using the rates, thresholds and rules configured for the Cook Islands. You remain responsible for confirming those rules apply to your circumstances and your employees.
6. a substitute for your own statutory record-keeping. You must keep source documents as the law requires.

3.3 You are responsible for the accuracy and completeness of the information you enter, and for reviewing every calculation, return and report before you rely on it or lodge it.

04Accounts, eligibility and access

4.1 You need an Account to use Easy. You must give us accurate and current information, keep it up to date, and keep your sign-in details secure.

4.2 Business and personal use. Easy is designed and priced for businesses. You may also use it in personal cash-book mode for your own finances. Where you acquire the Service wholly or mainly for personal, domestic or household purposes, you are a consumer for the purposes of the Cook Islands Consumer Guarantees Act 2008, and clause 14 applies to you.

4.3 Users and roles. You may invite team members, your accountant or your bookkeeper, and assign them roles that limit what they can see and do. You are responsible for the acts and omissions of everyone you invite, for reviewing their access, and for removing access when it is no longer needed.

4.4 Two-factor authentication. You can enable two-factor authentication on your Account. When it is enabled, every User on the Account must complete it to sign in. You are responsible for making sure your Users are able to.

4.5 Support access. Project Five staff cannot see your Customer Data unless you grant temporary access. You control the grant, can see every request, and can end a session at any time. Where you grant access, we will use it only to provide the support you asked for.

4.6 One company per subscription. Each subscription covers one company unless your Plan expressly includes multiple companies under one login.

05Free trial

5.1 New accounts receive a 30-day free trial with access to the features of the Service. No credit card is required to start.

5.2 When the trial ends, access to paid features stops unless you subscribe. We keep your Customer Data for a reasonable period afterwards so that you can subscribe or export it, and then delete it in line with our Privacy Policy.

5.3 We may decline or end a trial if we reasonably believe it is being used to obtain repeat free access, or in breach of these Terms.

06Subscriptions, fees and payment

6.1 Fees are stated in New Zealand dollars (NZD) and exclude any tax, duty or levy that applies, unless we say otherwise.

6.2 Monthly and annual billing. Annual billing is discounted as shown on our pricing page. Annual subscriptions are billed for the full year in advance.

6.3 Renewal. Subscriptions renew automatically for the same period unless you cancel before the end of the current period.

6.4 Payment. You authorise us, or our payment provider, to charge the payment method you nominate. If a payment fails after a reasonable reminder, we may suspend access to paid features until it is resolved.

6.5 Price changes. We may change our prices. We will give you at least 30 days’ notice before a price change takes effect on your subscription, and you may cancel before it takes effect.

6.6 Refunds. Except where the law requires otherwise, fees are not refundable for a period you have already started. If you cancel part-way through a period, you keep access until the end of the period you have paid for. Nothing in this clause limits your rights under the Consumer Guarantees Act 2008 if you are a consumer.

07Cancellation, suspension and termination

7.1 You may cancel at any time from your Account settings or by contacting us. Cancellation takes effect at the end of your current billing period.

7.2 We may suspend or terminate your access immediately if you materially breach these Terms, if we are required to by law, if your use creates a security or legal risk, or if a payment remains outstanding after a reasonable reminder.

7.3 Except in the case of a serious breach, we will give you notice and a reasonable opportunity to fix the problem before terminating for breach.

7.4 On termination your right to use the Service ends. Clauses that by their nature should survive termination — including those on your data, intellectual property, liability, and governing law — continue to apply.

08Your data

8.1 Your records are yours. You own all Customer Data. We do not claim ownership of it and we do not use it for our own purposes.

8.2 Licence to us. You grant us a non-exclusive, worldwide licence to store, process, back up, transmit and display Customer Data only as needed to provide the Service to you, to support you when you ask, to keep the Service secure, and to comply with law.

8.3 Export. While your Account is active you can export your ledger, reports and documents to spreadsheet formats at any time.

8.4 Deletion. You can ask us to delete your Customer Data. We will delete or de-identify it within a reasonable period, except where we must keep it to comply with law, to resolve a dispute, or where it sits in routine backups that are overwritten on their normal cycle.

8.5 Aggregated statistics. We may create aggregated, de-identified statistics about how the Service is used — for example, to understand which features are used and which are not. These never include your identifiable information or your financial figures.

09Your responsibilities

9.1 Accurate records. Keep your source documents — invoices, receipts, bank statements and employment records — as the law requires. Easy is a record of your transactions, not a replacement for your statutory record-keeping obligations.

9.2 Lawful use. Use Easy in accordance with all laws that apply to you, including tax, employment and privacy law.

9.3 Authority to enter information. Where you enter personal information about other people — employees, customers or suppliers — you confirm that you have the right to do so and that you have given any notices required.

9.4 Security. Keep your sign-in details secure, enable two-factor authentication where appropriate, and tell us promptly if you suspect unauthorised access to your Account.

9.5 Keep your own copies. Where you upload documents or photographs, keep your own copies of the originals. Do not rely on the Service as your only copy of a document you are legally required to retain.

10Acceptable use

You must not:

1. use Easy for any unlawful purpose, or to record, conceal or facilitate unlawful activity;
2. attempt to access an Account, or data, that is not yours;
3. probe, scan or test the vulnerability of the Service, or breach its security or authentication measures, without our written permission;
4. interfere with the Service, introduce malicious code, or attempt to overload or disrupt it;
5. scrape, copy or extract data from the Service other than your own Customer Data;
6. reverse engineer, decompile or disassemble the Service, except to the extent the law permits;
7. resell, sublicense or provide the Service to third parties as a service bureau without our written agreement;
8. use the Service to send unsolicited bulk communications; or
9. misrepresent your identity or your authority to act for a business.

11Support and availability

11.1 Support. Support is provided by Project Five in Rarotonga during Cook Islands business hours, using the contact details published on our website. Priority support is included in the Easy Plus plan.

11.2 Availability. We work to keep Easy available and secure, and we carry out maintenance from time to time — sometimes at short notice where security requires it. We do not guarantee uninterrupted or error-free operation, and we do not offer a service-level commitment unless we agree one with you in writing.

11.3 Changes to the Service. We may add, change or remove features as the product develops and as Cook Islands requirements change. If a change materially reduces the core functionality you rely on, we will give you reasonable notice and you may cancel.

12Third-party services

12.1 Bank statements. Where you import a statement file exported from your bank, you are responsible for obtaining that file and for the accuracy of the import. We are not affiliated with, and do not act for, BSP, BCI, ANZ or any other bank.

12.2 Sign-in providers. You may sign in using a third-party identity provider such as Google or Microsoft. That provider’s own terms and privacy practices apply to the sign-in process.

12.3 Third-party terms. Where we integrate a third-party service into Easy, that provider’s terms may also apply to your use of that part of the Service. We will tell you where that is the case.

13Intellectual property

13.1 The Service. Easy — including its software, design, text, graphics, and the Easy and Project Five names and marks — is owned by Project Five Ltd or its licensors and is protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service during your subscription, for your internal business purposes.

13.2 Feedback. If you send us suggestions or ideas about the Service, you allow us to use them without restriction or payment. This does not affect your ownership of Customer Data.

13.3 Reports and exports. Reports and exports generated from your Customer Data are yours to use as you see fit.

14Consumer law

14.1 If you are a consumer. If you acquire Easy wholly or mainly for personal, domestic or household purposes, you have rights under the Cook Islands Consumer Guarantees Act 2008 that cannot be excluded or limited. Where those rights and these Terms conflict, your rights under that Act prevail. In particular, where a service we supply fails to meet a guarantee under that Act, you may be entitled to a remedy, which may include having the problem put right or, in some circumstances, a refund.

14.2 Business acquisitions. If you acquire, or hold yourself out as acquiring, the Service under these Terms for the purposes of a business, then you and we agree that the guarantees in the Consumer Guarantees Act 2008 do not apply to the supply of the Service to you. We both intend this clause to be an agreement in writing for the purposes of section 43(2) of that Act. This clause does not apply to you if you are a consumer.

14.3 Fair Trading Act 2008. Nothing in these Terms limits your rights under the Fair Trading Act 2008.

In plain words: if you use Easy for your business, we have agreed in writing that the statutory service guarantees do not apply, as the Act allows between businesses. If you use it for your own personal finances, those guarantees still protect you and we cannot contract out of them. The Act makes an attempted contracting-out that does not meet its requirements invalid, which is why acceptance of this document is recorded when you create an account.

15Disclaimers

15.1 To the extent the law permits, the Service is provided on an “as is” and “as available” basis, and we exclude all conditions, warranties and terms that are not expressly set out in these Terms, whether implied by statute, common law or otherwise.

15.2 Without limiting clause 3, we do not warrant that calculations will be correct if the underlying data is incorrect or incomplete, that the Service will meet your specific accounting, tax or reporting requirements, or that the Service will be free of errors or interruptions.

15.3 You are responsible for the decisions you make on the basis of reports produced by the Service. Take professional advice where it matters.

16Limitation of liability

16.1 To the extent the law permits, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of business opportunity, loss of goodwill, or loss or corruption of data — except to the extent caused by our breach of clause 8 or our negligence.

16.2 To the extent the law permits, our total aggregate liability arising out of or in connection with these Terms or the Service is limited to the greater of (a) the fees you paid us in the 12 months immediately before the event giving rise to the claim, and (b) NZD 500.

16.3 Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud, or for death or personal injury caused by negligence. If you are a consumer, nothing in this clause limits the remedies available to you under the Consumer Guarantees Act 2008.

17Indemnity

You indemnify Project Five against loss, damage, liability and reasonable costs arising from a third-party claim that results from (a) Customer Data you entered and did not have the right to use, (b) your use of the Service in breach of these Terms or in breach of law, or (c) your breach of clause 9. This does not apply to the extent the loss was caused by our own breach or negligence.

18Changes to these Terms

18.1 We may change these Terms. If we make a material change, we will notify you by email or in-product notice at least 30 days before it takes effect, unless a shorter period is required by law or to address a security risk.

18.2 If you do not agree to a change, you may cancel before it takes effect. Continuing to use the Service after a change takes effect means you accept the updated Terms.

18.3 The current version is always published at this address, with its effective date shown at the top of the page.

19Notices

19.1 To you. We may give notice by email to the address on your Account, or by notice within the Service. Notice given by email is treated as received on the day it is sent.

19.2 To us. Send notice to the contact details in clause 22.

20Governing law and disputes

20.1 These Terms are governed by the laws of the Cook Islands.

20.2 Talk to us first. Before starting proceedings, we both agree to try to resolve any dispute in good faith. Tell us what the problem is and we will respond and work with you on a resolution. Most issues are fixed quickly this way.

20.3 If a dispute cannot be resolved, the courts of the Cook Islands have exclusive jurisdiction and you and we submit to their jurisdiction.

20.4 Nothing in this clause prevents either party from seeking urgent injunctive relief, or from bringing a claim in a court that has jurisdiction over consumer claims where you are a consumer.

21General

21.1 Entire agreement. These Terms, together with our Privacy Policy and any plan-specific terms we agree with you in writing, are the entire agreement between us about the Service and replace any earlier understanding.

21.2 Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign our rights to an affiliate, or in connection with a merger, acquisition or sale of assets, on notice to you.

21.3 Severability. If a provision is found to be unenforceable, the rest of these Terms continue in effect.

21.4 No waiver. If we do not enforce a provision, that is not a waiver of it.

21.5 Force majeure. Neither party is liable for a failure to perform caused by events beyond its reasonable control.

21.6 No third-party beneficiaries. These Terms do not give rights to anyone who is not a party to them, except that Project Five’s affiliates and licensors may enforce provisions that protect their rights.

21.7 Relationship. Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between us.

22Contact

Questions about these Terms, or anything else, are welcome. We are a local team — you will reach the people who build and run Easy.

Project Five Ltd

Rarotonga, Cook Islands

Email

[email protected]

Website

www.projectfive.co.ck