Terms of Service
Welcome to Prosaic, an online double-entry accounting and compliance platform built for accountants, bookkeepers, and businesses. Our Service provides tools for bank transaction feeds, AI-powered categorisation, reconciliation, GST preparation, document management, and client collaboration.
By creating an account or using Prosaic, you agree to these Terms of Use. If you are using Prosaic on behalf of a business or organisation, you confirm you are authorised to agree to these Terms on its behalf.
1. Definitions
Workspace – an environment within Prosaic created by a Workspace Owner to manage accounting, bookkeeping, or financial records for one or more entities.
Workspace Owner – the person or organisation that subscribes to the Service, creates a Workspace, and is responsible for payment, user management, and compliance with these Terms.
Workspace User – any person authorised by the Workspace Owner to access and use the Workspace on its behalf, including administrators, accountants, bookkeepers, and advisors.
Client User – an individual or organisation invited by a Workspace Owner or Workspace User to access a Workspace for limited purposes such as reviewing or approving data or reports.
User – any person with access to a Workspace, including Workspace Owners, Workspace Users, and Client Users.
Service – the Prosaic online platform, including its website, apps, APIs, and related tools.
Data – all data, content, and information (including financial and personal information) uploaded to or generated within the Service by you or on your behalf.
Analytical Data – anonymised or aggregated data created by us for internal research, product improvement, or analytics.
Privacy Policy – prosaic.works/privacy
Security Overview – prosaic.works/security
We, us, or our – Prosaic Limited (NZBN: 9429051309879).
2. Using Prosaic
These obligations set out the basic rules for using Prosaic correctly.
You agree to:
- use the Service only for lawful business purposes
- ensure any information you provide is accurate, complete, and up to date
- keep your login credentials secure
- ensure all invited Users follow these Terms
- comply with applicable accounting, tax, and privacy laws when using Prosaic
You must not:
- copy, modify, resell, or distribute the Service
- attempt to reverse engineer or gain unauthorised access
- introduce malware or interfere with performance
- use the Service to store or transmit unlawful or misleading content
We may suspend or terminate access if you breach these Terms.
3. Workspaces and Access
Workspace Owners control their workspaces and are responsible for all activity within them.
Each subscription is linked to one Workspace. The Workspace Owner controls that Workspace, manages access, and is responsible for all activity within it.
Workspace Users act on behalf of the Workspace Owner, who remains liable for their actions.
Workspace Owners or Workspace Users may invite Client Users to access their Workspace. By accepting an invitation, a Client User acknowledges that the Workspace Owner controls their access and may withdraw it at any time.
The Workspace Owner is responsible for ensuring all Users comply with these Terms and relevant laws.
A User may belong to more than one Workspace. Each Workspace operates independently.
4. Your Responsibilities
You’re responsible for how your workspace and users use Prosaic.
You agree to:
- maintain the security of your login credentials
- ensure data entered is accurate and current
- comply with all accounting, tax, and privacy laws
- notify us promptly of any unauthorised access or misuse
- verify outputs before relying on them for compliance or filing
5. Fees and Payment
You pay in advance for each billing period.
- Subscription fees are billed in advance and are non-refundable except as required by law.
- Month-to-month plans: You may cancel any time; cancellation takes effect at the end of the paid period.
- Annual plans: Commit to a full year; cancellation stops auto-renewal but no refund is issued for unused time.
- Free trials or introductory offers: Any special terms apply only for the stated period; regular billing begins unless cancelled beforehand.
- Auto-renewal: All subscriptions renew automatically at the end of each billing cycle.
- Late payment: We may suspend access if payment is overdue and charge interest or fees permitted by law.
- Price changes: We may adjust fees with 30 days’ notice; continued use means you accept the new price.
6. Data, Privacy, and Security
You own your data. We protect it and handle it responsibly.
The Workspace Owner retains ownership and control of all data uploaded or generated within its Workspace. Client Users acknowledge that their accountant, bookkeeper, or business (the Workspace Owner) controls how their data is processed. Prosaic acts as a service provider and data processor for Workspace data.
We handle information in line with our Privacy Policy and maintain safeguards as described in our Security Overview. While we take reasonable steps to secure your data, no system is completely secure. In the unlikely event of a security incident affecting your data, we’ll act promptly in line with our Security Overview and NZ privacy laws.
We may create aggregated, anonymised data from Workspace usage for research and product development. Analytical Data doesn’t identify you or your clients and remains our property.
Workspaces may connect with third-party services (such as open banking providers or accounting software). Use of those services is subject to their own terms. We’re not responsible for third-party availability, accuracy, or performance.
7. Service Changes and New Features
We’re always improving.
We may add, update, or remove features from time to time. Some new features may require acceptance of additional terms before use.
8. Acceptable Use
This section lists specific activities that are prohibited.
You agree not to:
- violate any law or regulation
- engage in fraudulent or misleading activity
- attempt unauthorised access to any system or account
- introduce malware or harmful code
- overload or disrupt the Service
- use automated tools, bots, or scripts beyond normal operation
- harass, abuse, or spam others
- share, resell, or transfer access without permission
We may suspend or terminate access immediately for serious or repeated breaches.
9. Intellectual Property
We own the platform; you own your data.
We (and our licensors) own all intellectual property in Prosaic, including the software, databases, design, look and feel, and documentation. You must not copy, reproduce, modify, distribute, or create derivative works from any part of Prosaic except as expressly permitted.
All trademarks, logos, and branding remain our property. If you provide feedback or suggestions, you grant us a perpetual, royalty-free licence to use them for any purpose.
10. Beta Features
Early features are experimental.
From time to time we may offer features labelled “beta”, “preview”, or similar. These are provided as is for evaluation only, may contain defects, and may change or be removed at any time. Use of beta features is at your own risk, and we make no commitments regarding performance or continued availability.
11. Accuracy and Professional Responsibility
You’re responsible for compliance and accuracy.
Prosaic automates accounting and compliance workflows but doesn’t replace professional judgement. You’re responsible for verifying that outputs such as reconciliations, GST returns, or reports are correct before submission and for meeting all legal and professional obligations that apply to you or your clients.
12. Warranties and Disclaimers
We provide Prosaic “as is”.
We make no warranties about the reliability, accuracy, or suitability of the Service. We don’t guarantee uninterrupted or error-free access. If you use Prosaic for business purposes, the Consumer Guarantees Act 1993 and parts of the Fair Trading Act 1986 don’t apply.Where those laws do apply and can’t legally be excluded, your rights remain protected. AI-generated or automated outputs are suggestions only and should be reviewed by a qualified professional.
13. Limitation of Liability
Our liability to you is limited.
Our total liability for any claim relating to these Terms or the Service is limited to the total Fees paid by you in the previous 12 months. We’re not liable for indirect, consequential, or incidental loss, including loss of profit, data, or business. Nothing in these Terms limits liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
14. Termination
You can cancel at any time; we can end access if necessary.
You may cancel your subscription at any time by providing notice or cancelling in-app. We may terminate or suspend access if you breach these Terms or fail to pay fees. You remain responsible for any unpaid Fees. You may request a copy of your Data within one month of termination; we’ll provide it in a common format. After termination, we may delete your Data unless required by law to retain it.
15. General
These are the rules of our relationship.
These Terms are governed by New Zealand law, and disputes will be resolved in the New Zealand courts. If any clause is found invalid or unenforceable, the rest still applies. No delay or failure to enforce rights amounts to a waiver. You may not assign or transfer your rights under these Terms without our written consent. Clauses relating to fees, confidentiality, intellectual property, warranties, liability, and data handling survive termination.
16. Contact
If you have any questions about these Terms or your account, please contact us at hello@prosaic.works
