Terms of Service

1. Agreement and business use

These terms govern your access to the ELab Xero integration (the “Service”). “You” means both the individual using the Service and the organisation on whose behalf they act. By requesting a sign-in code, signing in, connecting a Xero organisation, or using the Service, you agree to these terms and confirm that you are authorised to bind that organisation.

The Service is supplied solely for business purposes. You represent that you and the organisation you act for are in trade and acquire the Service in trade.

2. The Service

ELab provides an integration layer that allows approved organisations to connect Xero accounting data to authorised AI-enabled workflows. The Service handles authentication, encrypted credential storage, scoped access, and requests made through Xero’s official APIs. Features may include reading, creating, updating, or deleting records in Xero, depending on the access granted and the action requested.

3. Access and your responsibilities

• You are responsible for maintaining the confidentiality of any login credentials and for all activity under your account.
• You must only connect Xero organisations for which you have legitimate authority.
• You must not attempt to access another organisation’s data, bypass security controls, or use the Service unlawfully.
• You are responsible for the accuracy and completeness of instructions and data you provide.
• You must review and approve material actions and verify resulting entries in Xero, including any action prepared or initiated through an AI-enabled workflow.

You remain responsible for your accounting records, approvals, filings, payments, and business decisions. Do not treat the Service or AI-generated output as accounting, tax, legal, or financial advice.

4. Xero and other third-party services

The Service depends on Xero and other third-party services that ELab does not control. Xero may change its APIs, terms, prices, functionality, access permissions, rate limits, or security requirements, or may suspend or discontinue access. Those events may delay, limit, or prevent the Service from operating.

To the maximum extent permitted by law, ELab is not responsible for any unavailability, error, data issue, access restriction, or loss caused by Xero or another third-party service, or for changes needed to maintain compatibility with them. We do not guarantee that any third-party integration will remain available or unchanged.

5. AI model providers and client software

The Service is an integration layer, including access through the Model Context Protocol. You may reach it through third-party AI model providers, assistants, desktop or browser clients, or other software that ELab does not control or operate. Those products decide how they interpret instructions, present results, and initiate requests to the Service.

To the maximum extent permitted by law, ELab is not responsible or liable for:

• the acts, omissions, outputs, hallucinations, errors, or decisions of any AI model, model provider, or AI client software;
• how a third-party client authenticates to, calls, retries, or misuses the Service;
• any action taken in Xero because an AI client or model requested it, except to the extent caused by ELab’s own failure to operate the Service in accordance with these terms.

You are responsible for choosing approved AI tools, controlling which users and systems may call the Service, and reviewing material actions before relying on them in Xero or your business.

6. Data and security

We use reasonable safeguards designed to protect credentials and connection data, including encryption of Xero application credentials before storage. No system is completely secure, and you acknowledge the risks inherent in transmitting and processing data online. Our collection and handling of personal information is described in our Privacy Policy.

7. Availability and warranties

The Service is provided on an “as is” and “as available” basis. We do not promise that it will be uninterrupted, error-free, secure, or suitable for every purpose. To the maximum extent permitted by law, all warranties, guarantees, representations, and conditions not expressly stated in these terms are excluded.

8. Limitation of liability

To the maximum extent permitted by law, ELab is not liable for any indirect, consequential, incidental, special, or punitive loss, or for loss of profit, revenue, opportunity, goodwill, anticipated savings, or data, including accounting errors, duplicate or missed transactions, filing failures, penalties, or decisions made in reliance on the Service or on any AI model or client software used with the Service.

ELab’s total aggregate liability arising from or relating to the Service in any 12-month period, whether in contract, tort (including negligence), statute, or otherwise, is limited to the greater of NZ$100 or the total fees paid to ELab for the Service by your organisation during that period. Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited.

9. Indemnity

To the maximum extent permitted by law, you and your organisation indemnify ELab against third-party claims, losses, and reasonable costs arising from your unauthorised or unlawful use of the Service, your breach of these terms, instructions or data supplied by you, or your use of third-party AI models or client software with the Service, except to the extent caused by ELab’s own breach of these terms.

10. Fees, billing, and refunds

Fees for the Service are billed in advance for each subscription period. Access is made available when payment succeeds. You acknowledge that the Service is a digital subscription supplied for business use, not a physical good, and that supply begins immediately on payment.

Except where applicable law requires otherwise, all fees are non-refundable. That includes change of mind; unused time in a paid period; unused organisation or seat capacity; failure or delay connecting Xero, an AI client, or another third-party service; unavailability or limitation caused by Xero, an AI provider, or other third-party software; cancellation, downgrade, non-use, or termination by you during a paid period; and suspension or termination for non-payment, misuse, or breach.

You may cancel at any time. Cancellation stops future charges and takes effect at the end of the current paid period. Access continues until then. No refund, credit, or pro-rata adjustment is given for the remainder of that period.

Subscriptions renew automatically at the then-current price until cancelled. You must cancel before the renewal date to avoid the next charge. Failed payments may be retried, and we may suspend access until amounts owing are paid.

If we discontinue the Service for our convenience, we may credit unused prepaid time. If we suspend or terminate for your breach or non-payment, no refund is due.

You agree not to reverse, charge back, or dispute a fee that was validly billed under these terms. If you do, we may contest the dispute using records of your agreement, payment, and use of the Service, suspend access, and recover our reasonable costs.

Taxes, GST, and payment-processor fees are non-refundable except where required by law. Nothing in this section limits a right that cannot lawfully be excluded.

11. Suspension and termination

We may suspend or terminate access where reasonably necessary to protect the Service, comply with law or third-party requirements, respond to a security risk, address non-payment, or investigate suspected misuse or breach. You may stop using the Service and disconnect Xero at any time. Stopping use or disconnecting Xero does not create a refund right.

12. Consumer Guarantees Act

Because the Service is supplied and acquired in trade, you and ELab agree that the Consumer Guarantees Act 1993 does not apply to the Service to the extent it is fair and reasonable for the parties to be bound by this exclusion. Nothing in these terms limits rights or obligations under the Fair Trading Act 1986 or any other law that cannot lawfully be excluded.

13. Changes to these terms

We may update these terms to reflect changes to the Service, third-party requirements, or law. We will publish the revised terms with a new effective date and give reasonable notice of material changes where practicable. Continued use after the changes take effect constitutes acceptance of the updated terms.

14. Governing law

These terms are governed by New Zealand law. The courts of New Zealand have non-exclusive jurisdiction over disputes relating to these terms or the Service.

15. Contact

Questions about these terms: hello@elab.co.nz