Terms & conditions
CENTRAPAY MERCHANT AGREEMENT
Effective date: 11 September 2025
This Agreement is an agreement between Centrapay Limited (“Centrapay”, “we”, “us”, or “our”) and “you” a Merchant who is the holder of a Merchant Account. You must not access or use any Services unless you agree to the terms of this Agreement.
GENERAL TERMS AND CONDITIONS
1. DEFINITIONS & INTERPRETATION
1.1. Definitions: In this Agreement, unless the context otherwise requires:
Agreement means this agreement comprised of these general terms and conditions.
Approved Payment Method means the method of payment which may include Gift Cards and the Payap-branded mobile application powered by Centrapay, that can be used to conduct Supported Transactions, as confirmed by us in writing from time-to-time.
Centrapay Business Portal means a website or a software application through which the Services are delivered.
Centrapay IP is defined in clause 5.
Centrapay Platform means the software (including all application programming interfaces used to access the Services) owned or supplied by us which integrates with Merchant Systems to facilitate Supported Transactions.
Confidential Information means all information in relation to this Agreement including:
the terms and existence of the Agreement;
business and technical information about Centrapay and the Services;
Centrapay IP;
information disclosed by Centrapay to you on the express basis that such information is confidential or might reasonably be expected to be confidential in nature.
Customer means your customer.
Data means any information you provide to Centrapay in connection with the Services including personal information (as defined in the Privacy Act 2020).
Event of Default is defined in clause 9.5.
Force Majeure Event means an event that is beyond the reasonable control of a party, excluding an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care.
Gift Cards means gift cards, codes and/or vouchers.
Loss means any loss, damage, liability, claim, demand, cause of action, judgement, settlement, fine, penalty, charge, interest, cost, and expense (including all legal and compliance costs).
Merchant Account is defined in clause 3.1.
Merchant Software means any point of sale, EFTPOS or other software application owned or licensed by you that generates relevant QR codes or otherwise facilitates Supported Transactions.
Merchant Systems means your hardware and software including Point of Sale Terminal and website.
Point of Sale Terminal means a device used by you at which sales transactions can be charged directly to the Customer through an Approved Payment Method but at which deposit transactions cannot be conducted, and includes an EFTPOS terminal.
Privacy Policy means our privacy policy from time to time available at https://centrapay.com/privacy-policy/
Provider means the issuer or manager of the Approved Payment Method.
Provider Agreement is defined in clause 2.2.
Provider Policies means all procedures, policies and requirements of a Provider that a Provider requires you to comply with in relation to Approved Payment Methods and Supported Transactions.
Refund means a reversal of a Supported Transaction in accordance with Provider Policies.
Services means the software services and support services we provide as described in this Agreement, and as otherwise agreed between the parties in writing from time to time, including in accordance with clause 2.8.
Supported Transaction means a transaction for the purchase of products and/or services between you and a Customer, where payment for such products or services is intended to be effected by or on behalf of the Customer by an Approved Payment Method, and includes a Refund and any chargeback made in accordance with the Provider Policies, (where the context requires).
You, your, and yours means you, the holder of the Merchant Account, and where more than one person holds the Merchant Account, means each of them jointly and severally.
1.2. Interpretation: In this Agreement:
a reference to a clause is to a clause in this Agreement;
a reference to $ or dollars is to New Zealand currency;
a reference to a party is to a party to this Agreement and includes a party’s permitted assigns;
a reference to including and similar words do not imply any limit;
a reference to a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal personality;
words in the singular include the plural and vice versa.
2. CENTRAPAY SERVICES
2.1. Services:
Centrapay will facilitate Supported Transactions through the Centrapay Platform on the terms and conditions of this Agreement. Centrapay does not hold, receive or send any funds or any other value when facilitating a Supported Transaction, and is not liable or responsible to you, or any other person, under this Agreement for such funds.
2.2. Provider Agreement:
You must have an agreement with each Provider that allows you to conduct Supported Transactions using our Services (Provider Agreement). Centrapay is not party to, and is not responsible for, the Provider Agreement, except in situations where Centrapay is the Provider of the Approved Payment Method. You must have an appropriate Provider Agreement with respect to each Approved Payment Method that you wish to use to conduct Supported Transactions. Centrapay is not responsible or liable under this Agreement for any errors, omissions or default by a Provider or any other third party including any failure by a Provider to accept a Supported Transaction.
2.3. Merchant Fees:
We may charge you fees for your use of the Services, those fees will be as notified to you in accordance with any Service-specific terms you agree with us (Merchant Fees). We may deduct Merchant Fees either through a direct debit or payment from your bank account, or through a net settlement arrangement, in each case as you have agreed with us, including as part of the Service-specific terms.
2.4. Approved Payment Method:
We may add, suspend or remove a means of payment as an Approved Payment Method from time-to-time without notice. You may not use or accept a payment method which is not, at the relevant time, an Approved Payment Method.
2.5. Settlement:
Settlement of Supported Transactions occurs in accordance with the Provider Agreement. Centrapay does not guarantee settlement of Supported Transactions under this Agreement.
2.6. Third Party Use:
You must use the Merchant Account and Services only for your own business and not on behalf of any other person, or allow another person to use them, except with our prior written approval.
2.7. Non-exclusive:
Our provision of the Services to you is non-exclusive. Nothing in this Agreement prevents us from providing the Services to any other person.
2.8. Modification:
We may modify or enhance the Services without notice to you where the change will not materially impair the functionality of the Services. We may otherwise change the Services after giving you reasonable prior notice (where practicable) and if you do not wish to continue with the Services following such notice, you may terminate this Agreement and end your use of the Services and clause 9.6 will apply.
3. MERCHANT ACCOUNT
3.1. Onboarding:
To access our Services you must either register for a Merchant Account through the Centrapay Business Portal or the Provider can register a Merchant Account on your behalf. We are not obliged to accept all registrations and may decline registrations in our sole discretion.
3.2. Security and Information:
You agree:
to promptly provide us with all information (including updated information) that we reasonably require to perform the Services, provide the Merchant Account and to meet any applicable legal or regulatory obligations with respect to the Services;
that all information you provide to us is true, accurate, and complete (and not misleading, deceiving or fraudulent);
to keep confidential and secure all information about your Merchant Account (including your password);
that we can collect, use, share, hold and protect your Data in accordance with the Privacy Policy;
to promptly notify us if you discover or suspect that your Merchant Account has been subject to illegal or unauthorised use.
3.3. Account Balance:
Your Merchant Account reflects the total balance of all Supported Transactions processed by us for you during the month. The balances do not represent your entitlement to any funds from us, do not constitute a debt owed to you by us and are not redeemable for cash. You acknowledge that you have no claim against us under this Agreement for the balances reflected in your Merchant Account, or for the value of Supported Transactions.
4. MERCHANT RESPONSIBILITIES
4.1. Compliance:
You must comply with all applicable laws, the terms of this Agreement and any reasonable direction from us in carrying out your obligations under this Agreement and using and receiving the Services.
4.2. System Integration:
You are responsible for the integration of the Centrapay Platform and Services into the Merchant Systems and for maintaining necessary network connections and telecommunications links. You must ensure that your Merchant Systems can report on the status of a Supported Transaction and are compatible with the Centrapay Platform.
4.3. Centrapay Platform requirements:
In order to continue to use the Services, you must ensure that you meet the Centrapay Platform integration requirements, as notified to you from time to time.
4.4. Customer Relationship:
You are solely responsible for:
the nature and quality of any products or services you provide to your Customers;
any Losses you incur due to erroneous or fraudulent transactions of your Customers;
supporting your Customers with transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities; and
paying all taxes and charges applicable to your business, including your use of the Services.
4.5. Data:
You agree and acknowledge that:
we may require access to the Data to exercise our rights and perform our obligations under this Agreement;
you must arrange all consents and approvals that are necessary for us to access the Data in accordance with this Agreement;
we may share Data with the Provider as required for the provision of the Services.
4.6. Access:
On our reasonable request, you must give us prompt access to your personnel, facilities and systems as reasonably necessary to enable us to perform our obligations under this Agreement and to safeguard the secure operation of the Services.
5. CENTRAPAY IP AND SYSTEMS
5.1. Ownership:
Centrapay owns all rights, title, and interest in the patents, copyrights, trademarks or service marks, moral rights, rights of publicity, logos and designs, trade secrets, and all other forms of proprietary and intellectual property embodied by, or contained in the Centrapay Business Portal and Services, whether registered or unregistered, and whether existing in New Zealand or elsewhere (“Centrapay IP”).
5.2. Limited Licence:
We grant you a non-exclusive, non-transferable, revocable, limited, licence to use the Centrapay IP only for the purpose of receiving the Services and conducting Supported Transactions and as otherwise expressly described in this Agreement.
6. PROHIBITED ACTIVITIES
6.1. You must not:
claim or register ownership of Centrapay IP on your behalf or on behalf of others, or sub-licence or dispose of any Centrapay IP;
modify, disassemble, or reverse engineer the Centrapay Business Portal or any other aspect of the Services;
introduce into Centrapay’s systems or environment any viruses, worms or other malicious software devices;
use the Services for any purpose other than as permitted under this Agreement, including for any illegal or fraudulent purposes or activities otherwise prohibited by this Agreement.
6.2.
Without limiting clause 9, we may refuse, limit, or suspend any Supported Transactions that we reasonably believe:
may breach the terms of this Agreement;
are illegal or fraudulent; or
are not authorised by a Provider.
6.3.
We may disclose your Merchant details, and any information about a Supported Transaction to:
a Provider; or
any law enforcement agency or relevant authority where required to do so under applicable law or as otherwise required by applicable law.
7. WARRANTIES
7.1. No Warranty:
To the extent permitted by law we provide the Services as is and as available, without any express or implied warranties of fitness for a particular purpose, or any other type of warranty or guarantee except as expressly stated in this Agreement. As the Service relies on external telecommunications networks, we cannot guarantee that the Service will be available at all times or will be error free.
8. LIABILITY AND INDEMNITY
8.1.
To the maximum extent permitted by law, Centrapay is not liable for Losses you or any third party suffers or incurs as a result of, or in connection with:
your access to or use of the Services in breach of this Agreement;
acceptance, non-acceptance or delay in Supported Transactions not caused by us;
erroneous or fraudulent transactions of your Customers;
bugs, viruses, or other harmful code that may be transmitted to or through the Services through no fault of ours;
hacking, tampering, or other unauthorised access or use of the Services;
any errors, inaccuracies, omissions, or losses in or to any Data provided to us.
8.2.
To the maximum extent permitted by law, and without limiting the other provisions of this Agreement, we are not liable to you under or in connection with this Agreement for any:
loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill;
consequential, indirect, incidental or special damage or loss of any kind;
delays in communication due to any breakdown or failure of transmission communication facilities or Force Majeure Event.
8.3.
Clauses 8.1 and 8.2 do not apply to limit or exclude our liability for our fraud, dishonesty or wilful default or deliberate breach of this Agreement.
8.4.
You indemnify Centrapay against any Losses suffered or incurred by Centrapay as a result of third party claims made against Centrapay, that result from your use of the Services other than in accordance with this Agreement. This indemnity won’t apply to the extent the Losses arise from our fraud, dishonesty, or wilful default or deliberate breach of this Agreement.
9. TERM, SUSPENSION & TERMINATION
9.1. Term:
This Agreement is effective upon the date you first access the Services, and continues until the later of this Agreement being terminated, or your agreement with the Provider ending, or you no longer require any Centrapay Services. You may terminate this Agreement at any time and clause 9.6 will apply.
9.2. Suspension:
Without limiting any of our other rights or remedies under this Agreement or at law, we may restrict or suspend your access to, and use of, the Services, if we, acting reasonably, consider that you or any of your personnel or representatives have:
undermined, or attempted to undermine, the security or integrity of our Services or the Centrapay Platform;
used, or attempted to use, the Services:
i. for improper purposes; or
ii. in a manner that materially reduces the operational performance of the Centrapay Platform;transmitted, inputted or stored any Data that breaches or may breach this Agreement or any third party right (including intellectual property rights and privacy rights), or that is or may be objectionable, incorrect or misleading;
breached, or threatened to breach, any law;
breached the terms of a Provider Agreement.
9.3. Centrapay’s Termination Right:
We may, by notice to you terminate this Agreement if you commit an Event of Default, and do not remedy that Event of Default within a reasonable time after being notified by us, such reasonable time period to be no less than 10 days from the date of notice.
9.4. Mutual Termination Right:
A party may, by notice to the other party, immediately terminate this Agreement if the other party:
is at risk of having, or has, an official manager, official assignee, trustee, receiver, voluntary administrator, liquidator or provisional liquidator, or anyone in a similar role, appointed for all or a material part of a party’s assets or undertaking;
being an individual, is at risk of being declared, or is declared, bankrupt, or enters into the no assets procedure;
being an individual, dies or becomes mentally or physically incapacitated;
has any distress, attachment, or execution levied, issued, enforced or obtained on or against all or substantially all of that party’s assets;
ceases carrying on business.
9.5. Event of Default:
In this Agreement an “Event of Default” means where:
you are in material breach of this Agreement or a Provider Agreement;
any representation or warranty made by you or on your behalf is incorrect, untrue or misleading in any material way;
any of the events allowing us to suspend the Services under clause 9.2 occurs;
for any length of time we consider reasonable in the circumstances, you are not contactable or you do not respond to communication;
you commit an act of serious misconduct, including fraud or dishonesty;
either you or any related person (including your personnel) are currently in breach of law; or
we are requested to do so by a Provider or a regulatory body, or required to do so by law.
9.6. Effect of Termination:
Upon termination or expiry of this Agreement:
You will complete all pending Supported Transactions and stop accepting new Supported Transactions;
On request, remove all Centrapay logos from your website, premises and other property.
All licences and access rights granted to you under this Agreement, including under clause 5 (Centrapay IP), are automatically revoked.
We will not be liable to you for any Losses you incur as a result of such termination or suspension.
All amounts payable by you to us under this Agreement become immediately due and payable and you authorise us to debit your nominated bank account to make payment for such amounts.
9.7. Rights Continue:
Termination or expiry of this Agreement shall not affect any rights of a party against any other party which accrued up to and including the date of termination or expiry.
9.8. Clauses Continuing:
Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 5, 6, 7, 8 and 10.3 will survive termination of this Agreement.
10. GENERAL TERMS
10.1. Relationship:
Nothing in the Agreement creates a relationship of joint venture, partnership or principal and agent between us and you. You must not act as if, or represent, or attempt to represent, to any person that any such relationship exists.
10.2. Force Majeure:
Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by a Force Majeure Event, provided that the affected party:
immediately notifies the other party and provides full information about the Force Majeure Event;
uses best endeavours to overcome the Force Majeure Event; and
continues to perform its obligations as far as practicable.
10.3. Confidentiality:
You must always keep confidential the Confidential Information and must not directly or indirectly use, disclose, or distribute the Confidential Information. Those obligations of confidentiality do not apply to any disclosure or use of Confidential Information to the extent:
required by law; or
the Confidential Information which:
i. is publicly available through no fault of you or your personnel; or
ii. is rightfully received by you from a third party without restriction and without breach of any obligation of confidentiality.
10.4. Consumer Guarantees Act:
You agree and represent that you are acquiring the Services for the purposes of trade. The parties agree that:
to the maximum extent permissible by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement; and
it is fair and reasonable that the parties are bound by this Agreement.
10.5. Communication:
You consent for all purposes to receive in electronic form or via electronic process (including via the Centrapay Business Portal or email) any notices and communications under this Agreement, including any direct debit confirmation.
10.6. Entire Agreement:
This Agreement constitute the entire agreement of the parties in respect of the matters covered by it and supersedes all earlier negotiations, agreements and understandings.
10.7. No Representation:
The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the date of this Agreement.
10.8. Assignment:
Centrapay may assign or transfer its rights and obligations under this Agreement on notice to you to any party who assumes responsibility for providing the Services. You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Centrapay, such consent not to be unreasonably withheld.
10.9. No Waiver:
No failure to exercise or delay in exercising any right, remedy or power under this Agreement, is a waiver of the right to demand exact compliance with this Agreement.
10.10. Partial Invalidity:
If any provision of this Agreement is or becomes invalid or unenforceable, that provision shall be deemed deleted from this Agreement and such invalidity or unenforceability shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provisions.
10.11. Amendment:
Without limiting clause 2.8, we may amend the terms of this Agreement and will give you at least 14 days notice of such amendments. If you do not wish to continue with the Services following such notice, you may terminate this Agreement and end your use of the Services and clause 9.6 will apply.
10.12. Governing Law & Jurisdiction:
This Agreement is governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction to resolve any disputes.