Terms of service

These terms form a binding agreement between you and Verion Ventures Limited (“Canari”, “we”, “us”). By creating an account or using the service you accept them. If you are accepting on behalf of a company, you confirm you are authorised to bind it, and “you” means that company.

We may change these terms. If a change materially reduces your rights we will email you at least 14 days before it takes effect. Continuing to use Canari after that date accepts the change. If you do not accept it, stop using the service and tell us; we will refund any prepaid, unused fees.

Canari reads the customer contacts in your Xero organisation and matches them against two public New Zealand sources: the New Zealand Business Number register operated by MBIE, which includes the Companies Register, and insolvency notices published in the New Zealand Gazette. When one of those sources publishes something about a business we have matched to one of your customers, we email you, quote what was published, and show you the amount that customer owes you, drawn from your own ledger.

Canari reports what those registers have already published. It does not predict, forecast or infer anything about a business’s finances.

Canari accesses Xero on a read-only basis. We never write to your ledger.

Canari is provided to businesses, for business purposes only. You confirm that you are acquiring the service in trade within the meaning of the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, and that these terms constitute an agreement in writing for the purposes of section 43(2) of the Consumer Guarantees Act and section 5D of the Fair Trading Act.

You confirm it is fair and reasonable for the parties to be bound by section 11 below.

Sign-in is by emailed link; we hold no password for you. You are responsible for the security of the email account you register, and for everything done under your Canari account.

Access is currently invite-only. We may decline, suspend or terminate an account at our discretion, including where we reasonably suspect misuse or a security risk.

This section matters more than any other. Please read it.

Canari is an information tool. It is not:

• financial, credit, legal, accounting or investment advice;
• a credit rating, a credit reference, or any assessment of anyone’s creditworthiness;
• a recommendation to extend, refuse, withdraw or vary credit to anyone;
• a statement that any business or person is insolvent, or is not insolvent.

What Canari shows you is what the Companies Register and the Gazette have published, in their own words, next to the balance in your own ledger. Every decision you make about a customer — to trade with them, to extend credit, to demand payment, to stop supply — is yours alone, and you should make it on the basis of your own enquiries and your own professional advice.

Nothing Canari tells you displaces your own judgement, and you must not treat an absence of alerts as assurance that a customer is financially sound.

You acknowledge, as a condition of using the service, that:

Our sources are third-party and public. We do not create the underlying data. Records in the New Zealand Business Number register and the Gazette may be incomplete, delayed, wrong, or published only after the event they describe. We do not verify them.

Matching is probabilistic. Canari matches Xero contact names against register entities. New Zealand ledgers contain trading names, abbreviations and typos. Canari will sometimes match the wrong entity (a false positive) and will sometimes fail to match the right one (a false negative). Either can occur without any fault on our part.

Alerts may not arrive, or may arrive late. Canari checks its sources on a daily schedule. Delivery depends on third parties — Xero, our email provider, your mail server — over which we have no control. An insolvency event may occur, be published, and affect you before Canari tells you anything.

We do not guarantee that Canari will detect any given insolvency event, ever.

If you believe information Canari shows about a business is wrong, tell us and we will investigate. Where the error is in a public register, we will tell you which register to approach; we cannot correct another agency’s records.

Your use of Xero is governed by your agreement with Xero, not with us. You are responsible for having authority to connect your Xero organisation to Canari. You may cut off our access at any time, from Settings in Canari or from inside Xero under connected apps. Xero is not a party to these terms and owes you nothing under them.

If Xero suspends or terminates our access to their API, Canari may stop working, in whole or in part, immediately and without notice to you. That is outside our control and is not a breach of these terms.

Canari costs NZ$49 per month per Xero organisation. The first month is free. There is no annual plan and no minimum term — you are billed one month at a time and may close your account at any time, effective at the end of the month you have paid for.

We are not registered for GST, so the NZ$49 is the whole charge. When we register, GST is added to it rather than taken out of it. A GST-registered business claims that back, so what Canari costs you does not change. We will tell you before it affects your bill.

Fees are stated in New Zealand dollars and billed in advance. Prepaid fees are non-refundable except where these terms or the law require a refund. We may change pricing on 30 days’ notice, effective at your next billing period; if you do not accept the new price, close your account before it takes effect.

We aim to keep Canari running and to run the daily monitoring job, but we provide no service level commitment and no uptime guarantee. It may be unavailable for maintenance, or because a third party we depend on has failed.

The service is provided “as is” and “as available”.

To the maximum extent permitted by law, and subject to section 12:

We exclude all guarantees, conditions, warranties and representations, whether express or implied, that are not set out in these terms — including any implied guarantee of acceptable quality, fitness for a particular purpose, accuracy, or that the service will be uninterrupted or error-free.

Because you acquire Canari in trade, the Consumer Guarantees Act 1993 does not apply, and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, to the extent sections 43(2) and 5D respectively permit that exclusion.

Subject to section 12, and to the maximum extent permitted by law:

(a) We are not liable for indirect loss. We exclude liability for loss of profit, loss of revenue, loss of anticipated savings, loss of business opportunity, loss of goodwill, loss of data, and any indirect or consequential loss, however arising, whether in contract, tort (including negligence), equity, under statute or otherwise, and whether or not we were advised of the possibility of it.

(b) We are not liable for credit decisions. Without limiting (a), we are not liable for any bad debt, write-off, unrecovered receivable, or loss arising from a decision you made — or did not make — about extending or withdrawing credit, including where Canari failed to alert you to an insolvency event, alerted you late, matched the wrong entity, or failed to match at all.

(c) Our total liability is capped. Our aggregate liability to you for all claims arising out of or in connection with these terms or the service is limited to the greater of: the total fees you paid us in the twelve months before the event giving rise to the claim, or NZ$100.

You acknowledge that these limits are a fair allocation of risk, that they are reflected in the price of the service, and that we would not provide Canari on any other basis.

Nothing in these terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, for fraudulent misrepresentation, or for death or personal injury caused by negligence.

Nothing in these terms limits your rights under the Privacy Act 2020.

You must not: use Canari other than for your own business’s credit-risk management; resell, republish or redistribute Canari’s data or alerts to any third party; scrape or bulk-extract data from the service; use Canari to make a decision about an individual in a way that breaches the Privacy Act 2020 or the Human Rights Act 1993; or attempt to access another customer’s data.

You are responsible for ensuring your own use of information about individuals — including company directors — complies with the Privacy Act 2020.

We own Canari — the software, the matching logic and the interface. You own your data. You grant us a licence to use your Xero data solely to provide the service to you, as described in our privacy policy.

We may publish aggregated, de-identified statistics derived from usage (for example, insolvency rates by sector). These will never identify you, your customers, or any individual.

Our handling of personal information is governed by our privacy policy, which forms part of these terms.

You may close your account at any time. We may suspend or terminate your access on notice, or immediately where you breach these terms, where required by law, or where Xero withdraws our access.

On termination we delete your organisation’s ledger data, contacts and alert history within 30 days, except where the law requires us to retain records. Sections 5, 6, 10, 11, 12, 14 and 17 survive termination.

Governing law. These terms are governed by New Zealand law, and you and we submit to the exclusive jurisdiction of the New Zealand courts.

Disputes. Before starting proceedings, you agree to raise the dispute with us in writing and to negotiate in good faith for 20 working days.

Force majeure. Neither party is liable for failure to perform caused by an event beyond its reasonable control.

No assignment. You may not assign these terms without our written consent. We may assign them on a sale of the business, or to a company formed to operate Canari, on notice to you.

Severability. If any provision is unenforceable, it is severed and the rest continues in force.

Entire agreement. These terms and the privacy policy are the whole agreement between us about the service.