Envy Analytics Limited (“Envy”) Terms & Conditions

THESE ENVY TERMS & CONDITIONS (“Agreement” or “Terms”) GOVERN YOUR ACQUISITION AND USE OF ENVY’S SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR ENVY’S SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CHECKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT AND THESE TERMS WILL THEN APPLY TO YOU FROM THE TIME THAT YOU FIRST ACCESS THE SERVICES (INCLUDING WHERE YOU HAVE SUBSCRIBED VIA AN ENVY PARTNER). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH AN ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

Envy reserves the right to amend these Terms at any time, effective upon the posting of such modified Terms on the Website. Envy will make every effort to communicate these changes to You via the Website and also via in-app notification. It is likely that the Terms will change over time. It is Your obligation to ensure that You have read and understood the most recent Terms available on the Website. These Terms were last updated in June 2025. They replace any prior agreement(s) between You and Envy. When we change these Terms, the “last updated” date above will be updated to reflect the date of the most recent version.

1. DEFINITIONS

“Agreement” or “Terms”
means these Envy Terms and Conditions and includes any notices, policies, guidelines or conditions sent to You by Envy or posted on the Website.

“App Store Subscription”
means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Order made via the Xero App Store Subscriptions process .

“Affiliates”
means any entity that directly or indirectly controls, is controlled by, or is under common control with, You (for example, one of Your subsidiaries).

“Billing Contact”
means Your nominated contact entity and address for billing purposes, setup during the Xero App Store Subscription process or alternative subscription process in your region.

“Confidential Information”
means any information which the disclosing party identifies as confidential or which ought reasonably to be considered confidential because of its nature and the manner of its disclosure, including Subscriber Data and information about the disclosing party’s business plans, technical data, but excluding information which is, or becomes, publicly available or that is already known by, or rightfully received by, the other party other than as a result of a breach of an obligation of confidentiality.

“Data”
means any photos, images, videos, graphics, written content, audio files, code, information or data inputted or uploaded by You (including by a User and, where You have subscribed to the Services via an Envy Partner, by that Envy Partner on Your behalf) into the Website processed or made available to You or others as a direct result of Your use of the Services and the Website (e.g., Subscriber specific reports).

“Intellectual Property Right”
means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

“User”
means a unique individual authorised by You to use the Services for Your benefit in accordance with this Agreement, including Your employees, representatives, contractors and agents and the employees, representatives, contractors and agents of Your Affiliates (if any).

“Loss”
means all liabilities, expenses, losses, damages and costs (including legal costs) and expenses, however arising.

“Order”
means the completion of a subscription check out through the Xero App Store Subscription process and a successful first payment is taken through the Xero App Store. This process set out the Envy Services, subscription plan and other Usage Limitations and service features are selected (as subsequently varied from time to time by agreement between You and Envy) and by which You agree or, where You have subscribed to the Services via an Envy Partner, the Envy Partner agrees on Your behalf, to subscribe to the Services.

“Renewal Date”
means the date (monthly) on which Your subscription renews.

“Renewal Period”
means the period for which You agree to subscribe to the Services and (subject to clause 3.1(ii)) for which You agree to prepay the App Store Subscriptions (either monthly or annually) as specified in Your Order (and which may differ for each Envy Service).

“Services”
means the online deferred income management and other Envy platforms/products that You have subscribed to by placing an Order or, where You have subscribed to the Services via an Envy Partner, the Envy Partner has subscribed to on Your behalf, or that Envy otherwise makes available to You via the Website (as may be varied from time to time by Envy in accordance with clause 2.3).

“Subscriber”, “You” and “Your”
means the person or the company or other legal entity who is identified in the Order as the Subscriber. This can also be known as the “Account Owner”.

“Subscription Term”
means the initial period (monthly) for which you agree to subscribe to the Services and for which you agree to prepay the App Store Subscriptions as specified in Your Order, together with each subsequent Renewal Period (unless terminated earlier in accordance with the terms of this Agreement).

“Envy”
means the applicable Envy entity specified in clause 10.5 based on the billing address specified in Your Order and, in each case, their legal successors.

“Envy Partner”
means any authorised third party channel partner through whom you obtain a subscription to the Services.

“Usage Limitations”
means those limitations as specified on Your Order or as subsequently notified in accordance with clause 3.7, and includes any limitations that Envy imposes in relation to future Services modules or features.

“Website”
means the Internet site at the domain, www.envyanalytics.com, any other sites and mobile apps operated by Envy.

“Your Organisations”
means, an organisation that You have added as a subscriber to the Services or that has been added with Your authority or as a result of Your use of the Services.

Any reference to “includes” or “including” is on a without limitation basis.

2. END USER LICENSE AGREEMENT (USE OF SOFTWARE)

2.1 Rights to access and use the Services:
Envy grants You the right to access and use the Services (including to authorise A users to access and use the Services) via the Website in accordance with Your subscription type, as specified in Your Order (subject to any Usage Limitations). This right is non-exclusive and limited by, and subject to, the terms of this Agreement.

2.2 Our right to make changes to the Services:
Envy may modify the Services from time to time, including by adding or deleting features and functions, as we continually improve our Services and Website and the experience we offer You. However Envy will not make changes to the Services that materially reduce the functionality provided to You. However, You acknowledge that Envy does not control changes made by third party product providers to their products and that these types of changes may impact the functionality of the Services.

3. YOUR OBLIGATIONS

3.1. Payment obligations:
a. Will be handled in accordance with the Xero App Store Subscriptions process.

3.2 Variations to Xero App Store Subscriptions:
a. Envy reserves the right to change the App Store Subscription for the Services on 30 days’ written notice to You with any such increase to then take effect on the first Renewal Date following the end date of such notice period.
b. Users may amend their subscription through the Xero App Store at any time. When a user upgrades their subscription the plan change will take effect immediately.
c. Users are able to downgrade their subscription at any point. Downgrades take effect at the end of a user's monthly billing cycle. The user will retain access to their original plan until the end of the billing cycle. When the user's plan renews, it will renew onto the downgraded plan.
d. Users may cancel their subscription at any point. When a user cancels their plan, this means that the plan will not renew at the end of their monthly billing cycle. They will retain access until the end of the billing cycle.
e. Xero will generate and issue invoices to user directly. These invoices will be sent to the users’ Xero billing email address. Customers can also locate and download invoices from the connected apps page from the Xero App Store. Any additional charges a subscription incurs (e.g. as part of an immediate upgrade) will be calculated by the Xero App Store and be reflected on the customers’ upcoming invoices.

3.3 Subscribers ordering via an Envy Partner:
Clause not used.

3.4. Preferential pricing or discounts:
You may from time to time be offered preferential pricing or discounts for the App Store Subscriptions as a result of the number of Your Organisations. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of App Store Subscriptions in relation to all of Your Organisations. Without prejudice to any other rights that Envy may have under these Terms or at law, Envy reserves the right to render invoices for the full (non-discounted) App Store Subscriptions due or suspend or terminate Your use of the Services in respect of any or all of Your Organisations in the event that any invoices for those App Store Subscriptions are not paid in full by You to Envy by the due date for payment.

3.5. General obligations:
You are solely responsible for your use of the Services and Website and for Your Data. You are solely responsible for ensuring at all times that Your use of the Services and Website and Your Data is compliant with applicable laws and regulations. You must only use the Services and Website for Your own lawful internal business purposes, in accordance with these Terms and any notices, policies, guidelines or conditions sent to You by Envy or posted on the Website.

3.6. Access conditions:
a. You must ensure that all usernames and passwords (including any passwords allocated to A users) required to access the Services and Website are kept secure and confidential. You must immediately notify Envy of any unauthorised use of Your passwords or any other breach of security and Envy will reset Your password(s) and You must take all other actions that Envy reasonably deems necessary to maintain or enhance the security of Envy’s computing systems and networks (including the Website) and Your access to the Services.
b. When accessing and using the Services You must not:
i. attempt to undermine the security or integrity of Envy’s computing systems or networks (including the Website) or, where the Services are hosted by a third party, that third party’s computing systems and networks;
ii. use, or misuse, the Services in any way which may impair the functionality of the Services, Website or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website, including by misusing the Services in a manner that materially exceeds reasonable usage or use patterns over any month or by using the Services in a malicious, fraudulent or unlawful manner;
iii. attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
iv. transmit, input or upload to the Website, any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use);
v. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

3.7. Usage Limitations:
a. Your use of the Services may be subject to Usage Limitations, including monthly transaction volumes and the number of calls You are permitted to make against Envy’s application programming interface (“API”). Any Usage Limitations will remain in effect for the duration of the initial period of Your Subscription Term or the relevant Renewal Period (as applicable). Envy reserves the right to vary the Usage Limitations on 30 days’ written notice to You with any such variation to then take effect on the first Renewal Date following the end date of such notice period (unless Envy chooses to relax certain Usage Limitations, in which case such variation will take effect immediately).
b. You may not use or access the Services in a manner that exceeds these Usage Limitations. If You exceed Your Usage Limitations then then You must either disable or correct such use, orYour Subscription will be upgraded to the subscription tier which corresponds with Your actual use.
c. Where Your Subscription is upgraded in accordance with clause 3.7(b), Envy will invoice You for the App Store Subscription that corresponds to Your new Subscription tier and you agree that the new App Store Subscription will apply from the date of such upgrade.

3.8 Usage reviews:
You agree that Envy may review Your use of the Services at any time during the Subscription Term, and You will provide any reasonable assistance to verify Your compliance with this Agreement as we may request. Envy may suspend Your rights to access and use of the Services (including Your rights to access any of Your Data) immediately upon written notice if we determine that Your use of the Services (including any of Your Data) breaches this Agreement (without limiting any other rights or remedies Envy may have).

3.9. Communication Conditions:
a. As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message centre), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including: offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).
b. When You generate any communication on the Website, You represent that You are permitted to generate such communication. Envy is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Envy does reserve the right to remove any communication at any time in its sole discretion.

4. CONFIDENTIALITY AND PRIVACY

4.1. Confidentiality:
Unless the relevant party has the prior written consent of the other or unless required to do so by law:
a. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as expressly contemplated by these Terms or, where Envy is the recipient, in order to provide the Services to You.
b. Each party’s obligations under this clause will survive termination of these Terms.

4.2. Privacy:
a. Envy maintains a privacy policy that sets out what information Envy collects about individuals and why, what Envy does with that information, and how Envy handles that information. You should read that policy at www.envyanalytics.com/privacy-policy.html (“Privacy Policy”). In the event of any conflict between these Terms and the terms of the Envy Privacy Policy, the terms of our Privacy Policy will take precedence.
b. If You are subject to the territorial scope of the Regulation (EU) 2016/679 (GDPR), You agree that You are a “data controller” and that Envy is a “data processor” (as those terms are defined in the GDPR) and that the terms of the Data Processing Agreement form part of this Agreement.

5. INTELLECTUAL PROPERTY

5.1. General:
Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Envy (or its licensors).

5.2. Ownership of Data:
Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Envy App Store Subscriptions when due and any re-establishment fee due and payable under clause 5.6. You grant Envy a licence to use, copy, transmit, store, and back-up Your Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of Services to You. For the avoidance of doubt, this licence is without limitation to Envy’s right to create anonymised data compilations or similar works based on Your Data.

5.3. Backup of Data:
You must maintain copies of all Data inputted or uploaded into the Website. Envy adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Envy expressly excludes liability for any loss of Data (including Data archived pursuant to clause 5.6) no matter how caused.

5.4. Third-party apps and Your Data:
If You enable third-party apps for use in conjunction with the Services, You acknowledge that Envy may allow the providers of those third-party apps to access Your Data as required for the interoperation of such third-party apps with the Services. Envy shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers. You also acknowledge that those third party app providers are independent of Envy and those apps will be subject to terms and conditions and privacy notices set by their providers.

5.5. Accuracy of Data:
You agree and acknowledge that You are responsible for ensuring the accuracy of Data inputted into the Website by You or by any person on Your behalf (including an Envy Partner). Envy is under no obligation to ensure that Your Data in the Website is an accurate representation of Your actual business data.

5.6 Deletion and recovery of Data:
a. Where:
i. You choose to discontinue Your Services in accordance with clause 8.1;
ii. either party terminates this Agreement in accordance with clause 8.3;
iii. Envy suspends or terminates this Agreement in accordance with clause 8.5; or
iv. Envy otherwise suspends and/or terminates Your right to access to the Services and/or the Website in accordance with this Agreement, it is Your responsibility to extract Your Data from the Website prior to the effective date of such suspension or termination. Following the effective date of suspension or termination, Envy reserves the right, in Envy’s sole discretion, to delete Your Data.

5.7 This service relies on data from third-party sources, including but not limited to Xero. Envy makes no warranties as to the accuracy, completeness, or timeliness of any data provided by these third parties. Users assume all risk associated with reliance on such data.

6. WARRANTIES AND ACKNOWLEDGEMENTS

6.1. Data:
a. You represent and warrant that:
i. You have obtained all necessary consents and are otherwise authorised to input or upload the Data that You input or upload to the Website, including any Data inputted or uploaded to the Website by any A user or by an Envy Partner on Your behalf;
ii. You are similarly authorised to access the processed Data that is made available to You through Your use of the Website and the Services, in each case, whether the inputted or uploaded Data is Your own or that of anyone else.

6.2 Rights of third parties / access to Data:
a. You acknowledge and agree that Envy has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person that is enforceable against us by any person (including Your Affiliates) other than You.
b. If You use the Services or access the Website on behalf of or for the benefit of anyone other than Yourself (whether a body corporate or otherwise) You agree that:
i. You are responsible for ensuring that You have the right to do so;
ii. In the case of a third person requiring access to Your Data (i.e., other than an A user), You are responsible for authorising any such person to access Your Data, and You agree that Envy has no obligation to provide any such person with access to Your Data without Your prior written authorisation (and may refer any third party access requests for information to You to address);
iii. You will indemnify Envy against any Loss arising out of or in connection with Envy’s refusal to provide such third persons with access to Your Data and/or Envy enabling access by such third persons to Your Data where this has been done with Your written authorisation.

6.3 Acknowledgements and disclaimers:
You acknowledge and agree that Envy gives no warranty about the Services and Website and, without limiting the foregoing:
a. The provision of, access to, and use of, the Services and the Website is on an “as is” basis and at Your own risk.
b. Envy does not warrant that the use of the Services or the Website will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service and the Website, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services and the Website. Envy is not in any way responsible for any such interference or prevention of Your access or use of the Services.
c. Envy does not warrant that the Services or the Website will meet Your requirements or that the Services or the Website will be suitable for any particular purpose. It is Your sole responsibility to determine that the Services and the Website meet the needs of Your business and are suitable for the purposes for which they are used.
d. You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to Your Data via the Website will comply with laws applicable to You (including any laws requiring You to retain records).
e. You are solely responsible for assessing the correct taxes you should charge Your customers.
f. The information provided by this service should not be construed as professional advice. Users should consult an independent professional for advice regarding their specific circumstances.

6.4. No implied warranties:
To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including warranties of merchantability and fitness for purpose, title and non-infringement.

6.5. Consumer protection laws:
You warrant and represent that You are acquiring the right to access and use the Services and Website for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.

7. INDEMNITY AND LIMITATION OF LIABILITY

7.1. Indemnity:
You indemnify Envy against all Losses that Envy incurs arising out of or in connection with:
a. Your breach of any of these Terms;
b. any claims of tax authorities of any country, state, province or other jurisdiction in relation to the taxes levied on sales to Your customers;
c. any third party claims against Envy relating to Your Data or otherwise to Your use of the Services or Website or any third party app (or other third party product).

7.2 Envy is not responsible:
To the maximum extent permitted by law, Envy will not be liable to You (or any other person) in contract, tort (including negligence), or otherwise, for any Losses (whether direct or indirect) arising out of, or in connection with, Your use of, or reliance on, the Services or Website or otherwise arising out of or in connection with these Terms.

7.3. If, notwithstanding clause 7.2, Envy is determined to have any liability to You (or any third party) arising out of or in connection with these Terms, Envy’s liability in respect of any one incident, or series of connected incidents, will be limited to an amount equal to the App Store Subscriptions paid by You in the three months preceding the first such incident.

8. TERMINATION AND SUSPENSION

8.1. Trial policy:
When You first sign up for access to the Services You can evaluate the Services for a period of 31 days, with no obligation to continue to use the Services. In order to continue to use the services following the end of the trail period the user must place and order.

8.2. Modifications by You to Your subscription:
a. Users may amend their subscription through the Xero App Store at any time. When a user upgrades their subscription the plan change will take effect immediately.
b. Users are able to downgrade their subscription at any point. Downgrades take effect at the end of a user's monthly billing cycle. The user will retain access to their original plan until the end of the billing cycle. When the user's plan renews, it will renew onto the downgraded plan.

8.3. No-fault termination:
The Subscription Term will renew automatically unless cancelled. Users may cancel their subscription at any point.
a. if Your subscription renews on a monthly basis, Your subscription will not be cancelled until the next Renewal Date; a user will retain access until the end of the billing cycle.

8.4 Overdue:
a. The Xero App Store will automatically retry failed payments three times in a three week period before cancelling a user’s subscription.
b. If You have subscribed to the Services via an Envy Partner then that Envy Partner may also request that Your account be suspended due to non-payment. In the event such a request is made Envy will endeavour to contact You to confirm this and an in-application message will be posted for all A users to see before Your account is suspended.

8.5. Breach:
If You:
a. breach any of these Terms (including by non-payment of any App Store Subscriptions) and do not remedy the breach within thirty days after receiving notice of the breach if the breach is capable of being remedied;
b. breach any of these Terms and the breach is not capable of being remedied; or
c. You are declared bankrupt or You become bankrupt, insolvent, or You go into liquidation or a receiver or manager is appointed over any of Your assets, or You make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, then (without limiting Envy’s suspension rights at clause 8.4 above) Envy may take any or all of the following actions, at its sole discretion:
i. terminate this Agreement and Your right to access and use the Services and the Website;
ii. suspend, for any definite or indefinite period of time, Your right to access and use of the Services and the Website;
iii. suspend or terminate Your access to any or all Data through the Website; or
iv. delete Your Data in accordance with clause 5.6.

8.6. Accrued Rights:
Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
a. remain liable for any accrued charges and amounts which become due for payment before or after termination; and
b. immediately cease to use the Services and the Website.

8.7. Expiry or termination:
Those clauses which by their nature survive expiry or termination, including clauses 3.1, 4, 5, 6, 7, 8 and 10, will survive the expiry or termination of these Terms.

8.8. Refund Policy:
Subject to clause 8.1 Envy does not provide refunds if You decide to stop using the Services and accessing the Website at any time during Your Subscription Term.

9. HELP DESK

9.1. Technical Problems:
A User Guide is available at https://www.envyanalytics.com/di-guide.html. If your issue cannot be resolved with reference to the User Guide, you may write to app@envyanalytics.com to request additional technical support.

9.2. Service availability:
Whilst Envy intends that the Services and the Website should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason Envy has to interrupt the Services for any period, Envy will use reasonable endeavours to publish in advance details of such activity.

10. GENERAL

10.1. Entire agreement:
These Terms, together with the Envy Privacy Policy and the Data Processing Agreement (where applicable) and the terms of any other notices or instructions given to You under these Terms, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Envy relating to the Services and Your access and use of the Website and the other matters dealt with in these Terms.

10.2. Waiver:
A waiver of any breach of any provision in these Terms shall not be effective unless that waiver is in writing and is signed by the party against whom that waiver is claimed. If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

10.3. Delays:
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

10.4. No Assignment:
You may not assign or transfer this Agreement or any of Your rights under this Agreement to another person without our prior written consent. The transfer of the billing ownership may be requested by contacting app@envyanalytics.com. It is at the discretion of Envy to action this change over.

10.5. Envy entity, governing law and jurisdiction:
The various Envy entities are listed in the table below, along with the governing law of this Agreement and the dispute resolution venue:

10.6. Severability:
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

10.7. Notices:
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission unless an electronic error message is received by the sender. Notices to Envy must be sent to app@envyanalytics.com. Notices to You will be sent to the email address(es) on record in our account information for You. You must keep all Your account information current.