1. Background

The Client operates an accounting practice and currently manages approximately 1,500 low-activity entities (trusts, holding companies, and similar structures) using a combination of Xero subscriptions and spreadsheets. These entities typically have 10-50 transactions per year and require basic ledger functionality rather than full accounting software.

The Provider will develop LiteBooks, a purpose-built annual accounts platform designed to:

• Replace expensive Xero subscriptions for low-activity entities at $29/entity/year (vs $54-$294/year with Xero)
• Eliminate spreadsheet-based workflows with proper audit trails and version control
• Provide practice-wide visibility of entity status and progress
• Generate compliant annual financial statements with one click

Scope: This platform is designed for low-activity entities with minimal transactions. Entities requiring bank feeds, invoicing, or complex multi-currency accounting remain on Xero and are outside the scope of this agreement.

2. Scope of Work

Provider will design, develop, and deploy the LiteBooks platform with the following components:

2.1 Practice Dashboard

• Overview of all entities with status indicators (Not Started, In Progress, Complete, Overdue)
• Filtering and search by entity name, type, balance date, status
• Progress tracking for annual accounts workflow
• Staff assignment and workload visibility

2.2 Entity Ledger

• Chart of accounts per entity (customisable templates)
• General ledger with full transaction history
• Journal entry system with audit trail (who, when, what)
• Bank statement import via CSV upload
• Trial balance with real-time calculations

2.3 Financial Reporting

• Statement of Financial Position
• Statement of Financial Performance
• Notes to the Accounts
• Fixed asset schedule and depreciation
• One-click PDF generation for annual reports

2.4 Infrastructure

• Secure user authentication with role-based access (Admin, Accountant)
• Cloud hosting with automated backups
• SSL encryption and data protection

2.5 Services Included

• UX/UI design customised to Client's workflow
• Development and deployment
• Data migration support (structure only; transaction import via CSV)
• Training workshop + documentation
• Ongoing technical support

Note: Bank feed integration, Xero synchronisation, and invoicing are not included and may be addressed in future phases.

3. Fees & Payment

Payment Schedule: 50% ($12,500 + GST) due on signing, 50% ($12,500 + GST) due on go-live deployment.

Annual Billing: Entity fees are invoiced annually in advance based on active entity count. First invoice is pro-rated from go-live date.

CPI Adjustment: Per-entity fees may be adjusted annually in line with the NZ Consumer Price Index (CPI), with 30 days written notice.

4. Timeline & Acceptance

Development target 6-8 weeks from signing, subject to timely Client input. Client has 14 days for acceptance testing. Platform deemed accepted upon written acceptance, production use, or expiry of testing period.

5. Intellectual Property & Licensing

Provider retains all rights to the Platform, underlying code, frameworks, and methodologies. Client retains rights to their data and business processes. Client receives a non-exclusive license to use the Platform for internal purposes during the term of this Agreement. The license exists only while fees are paid; upon termination, Client's license to use the Platform ceases.

6. Confidentiality

Each party will protect the other's confidential information and not disclose to third parties. Provider will implement appropriate security measures.

7. Data Protection

Provider processes Client data only as necessary for Services, complying with NZ Privacy Act 2020. Upon termination, Provider will return or destroy Client data within 30 days at Client's election.

8. Warranties

8.1 Services Warranty

Provider warrants that all Services will be performed with reasonable skill and care consistent with generally accepted industry standards.

8.2 Code Warranty Period

For a period of 30 days following Go-Live ("Code Warranty Period"), Provider warrants that the Platform will materially conform to the specifications described in Section 2. Defects reported during this period will be corrected at no additional charge.

8.3 Exclusions

The warranties do not cover defects arising from: (a) modifications by anyone other than Provider; (b) use in a manner not contemplated by this Agreement; (c) Client-provided data or specifications; (d) issues outside Provider's reasonable control.

9. Liability

Provider's total liability capped at fees paid in preceding 12 months. Neither party liable for indirect, consequential, or special damages. Client responsible for data accuracy, business decisions, and validation of all software outputs.

10. Term & Termination

Minimum term 12 months from Go-Live, then auto-renews. Either party may terminate with 60 days written notice at end of term. Early termination requires payment of remaining term fees.

Upon termination: outstanding fees due immediately; Client's license ceases; data export available within 30 days at Client's request.

11. Support

Support available Mon-Fri 9am-5pm NZST via email. Response times appropriate to issue severity. Critical issues prioritised.

12. Disputes

Parties will attempt good faith negotiation, then mediation. Governed by New Zealand law with exclusive NZ court jurisdiction.

13. General

This is the entire agreement. Amendments require written consent. No assignment without consent. Invalid provisions severed. Waiver requires writing. Force majeure excuses delays beyond reasonable control.