1. Introduction

These Terms and Conditions (“Terms”) govern access to and use of the Cefero Platform and related website, software, integrations, content, and services provided by MyRepsoft Ltd (“MyRepsoft”, “we”, “us”, or “our”).
By accessing or using the Cefero Platform or our website, you agree to be bound by these Terms. If you are using the services on behalf of an organisation, you represent that you have authority to bind that organisation to these Terms.

2. Service overview

The Cefero Platform is a software service used for financial document processing and related workflow functions, including the ability to connect with third-party accounting platforms such as Xero and QuickBooks.
The platform may include features for document intake, extraction, classification, validation, matching, workflow routing, review, synchronisation, reporting, audit trail, and other related operational tools.

3. Eligibility and business use

You may use the Cefero Platform only if you can form a binding contract, are authorised to accept these Terms, comply with applicable law, and use the services for legitimate business purposes.
The platform is intended for business and professional use. You must not use the services in a way that is unlawful, fraudulent, misleading, harmful, or inconsistent with these Terms.

4. Accounts and account responsibilities

You are responsible for providing accurate and current account information; maintaining the confidentiality of usernames, passwords, tokens, and other access credentials; controlling access to your account and connected systems; ensuring that authorised users comply with these Terms; and promptly notifying us of any suspected unauthorised access, credential compromise, or security incident affecting your account.

5. User authorisation and permissions

If you connect the Cefero Platform to Xero, QuickBooks, or any other third-party system, you represent and warrant that you are authorised to connect that account or tenant, grant the requested permissions and access scopes, and permit the required data processing.

6. Third-party integrations and platform dependencies

The Cefero Platform may interoperate with third-party products and services, including Xero and QuickBooks. Your use of those integrations is also subject to the relevant third-party terms, privacy notices, technical requirements, and platform rules.

MyRepsoft is not responsible for the acts or omissions of third-party providers, the availability or continued operation of third-party services, changes to third-party APIs or technical requirements, interruptions or errors caused by third-party systems, or any loss arising from your separate agreement with a third-party provider.

7. Customer data

As between you and MyRepsoft, and subject to applicable law and third-party rights, you retain rights in the data, documents, records, and materials you submit to or process through the Cefero Platform (Customer Data).
You grant MyRepsoft a non-exclusive, worldwide, limited right to host, copy, transmit, process, display, and otherwise use Customer Data as reasonably necessary to provide and support the services, maintain integrations, secure and improve the platform, generate logs and backups, comply with law, and enforce these Terms.

8. Acceptable use

You must not, and must not permit any third party to, use the services for unlawful, deceptive, harmful, or fraudulent purposes; upload malicious code; interfere with or degrade the platform; attempt to gain unauthorised access to systems or data; reverse engineer the platform except to the extent such
restriction is prohibited by law; remove proprietary notices; infringe privacy, confidentiality, intellectual property, or other rights; perform unauthorised vulnerability scanning; resell or sublicense the platform without permission; or use the services in a way that breaches third-party integration rules.

9. Fees and billing

Unless otherwise agreed in writing, access to paid features of the Cefero Platform may be subject to fees, billing terms, renewal terms, and payment conditions stated in an order form, proposal, subscription plan, invoice, or other commercial document provided by MyRepsoft.
If no separate commercial terms are agreed, MyRepsoft reserves the right to set, modify, or discontinue pricing on a prospective basis by giving reasonable notice where applicable.

10. Intellectual property

MyRepsoft and its licensors retain all right, title, and interest in and to the Cefero Platform, the website, software, code, workflows, interfaces, designs, documentation, improvements, derivative works created by or for MyRepsoft, and all related intellectual property rights.
Except for the limited rights expressly granted under these Terms, no rights are granted to you by implication, estoppel, or otherwise.

11. Service availability and changes

We will use reasonable efforts to provide the services in a commercially practicable manner, but we do not guarantee uninterrupted or error-free operation.
The platform may be unavailable from time to time due to maintenance, upgrades, security measures, technical faults, internet or hosting issues, third-party service failures, or events beyond our reasonablecontrol. We may change the services, add or remove features, impose or revise usage limits, or update technical requirements where reasonably necessary.

12. Disclaimers

To the maximum extent permitted by law, the website and Cefero Platform are provided on an ‘as is’ and ‘as available’ basis. MyRepsoft does not warrant that the services will be uninterrupted, error-free secure from all threats, or suitable for every use case.
MyRepsoft does not warrant that outputs, classifications, extracted information, automations, or synchronisation results will always be complete, accurate, or fit for your accounting, tax, legal, regulatory, or business purposes. The Cefero Platform is a technology tool and does not provide legal, accounting, tax, audit, or regulated financial advice.

13. Limitation of liability

To the maximum extent permitted by law, MyRepsoft and its related parties will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive loss or damage, or for any loss of profit, revenue, goodwill, opportunity, anticipated savings, data, or business interruption.
To the maximum extent permitted by law, MyRepsoft’s aggregate liability arising out of or in connection with the services or these Terms will not exceed the total fees paid by you to MyRepsoft for the relevant services in the 12 months preceding the event giving rise to the claim.

14. Indemnity

You agree to indemnify and hold harmless MyRepsoft and its related parties from and against claims, losses, damages, liabilities, costs, and expenses arising out of or relating to your use of the services in breach of these Terms, Customer Data, your breach of applicable law or third-party rights, your breach of third-party platform terms, or any false or unauthorised representation made by you regarding permissions or authority.

15. Suspension and termination

We may suspend or restrict access to the services immediately, with or without notice, where reasonably necessary if you breach these Terms, your use creates a security or legal risk, we suspect fraud or misuse, a third-party platform provider requires suspension, the relevant integration becomes unavailable, or payment remains overdue where applicable.
You may stop using the services at any time, subject to any minimum term or payment commitments in a separate commercial agreement. On termination or expiry, your right to use the services ends and we may disable account access and integrations.

16. Governing law and jurisdiction

These Terms are governed by the laws of New Zealand. The courts of New Zealand will have non-exclusive jurisdiction over disputes arising out of or in connection with these Terms, unless applicable law requires otherwise.

17. Contact information

For questions about these Terms, please contact MyRepsoft Ltd at support@myrepsoft.com.