This Agreement is an agreement between Centrapay (“Centrapay”, “we”, “us”, or “our”) and “you” a Merchant and/or Centrapay Integrator. You may not access or use any Services unless you agree to abide by all terms and conditions in this Agreement.

You agree to be legally bound by the Agreement without further action.

GENERAL TERMS AND CONDITIONS

1. DEFINITIONS & INTERPRETATION

   1. Definitions: In this Agreement, unless the context otherwise requires:
      Agreement means this agreement comprised of these general terms and conditions.
      Approved Card means the method of payment including Gift Cards that can be used to conduct Supported Transactions, as confirmed by us in writing from time-to-time.
      Centrapay App 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 the Merchant Systems to facilitate Supported Transactions.
      Chargeback means a Supported Transaction that a Provider charges back to you in accordance with the Provider Policy.
      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 a customer of the Merchant.
      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.
      Initial Term means the initial term of this Agreement that is agreed in writing between the parties.
      Integrator means the person who is integrating with the Centrapay Platform. Referred to in this Agreement as Merchant.
      Loss means any loss, damage, liability, claim, demand, cause of action, judgment, settlement, fine, penalty, charge, interest, cost, and expense (including all legal and compliance costs).
      Merchant Account is defined in clause 3.1.
      Merchant means the person named as the holder of the Merchant Account.
      Merchant Software means any point of sale, EFTPOS or other software application owned or licensed by the Merchant that generates relevant QR codes or otherwise facilitates Supported Transactions.
      Merchant Systems means the Merchant's hardware and software including Point of Sale Terminal, website, and other similar unattended solution.
      Point of Sale Terminal means a device used by you at which sales transactions can be charged directly to the Customer through an Approved Card but at which deposit transactions cannot be conducted including 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 Card.
      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 Cards and Supported Transactions.
      Refund means, in respect of a Supported Transaction, the reversal in accordance with Provider Policies of that Supported Transaction.
      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, as modified or enhanced from time to time in accordance with clause 2.7.
      Supported Transaction means a transaction for the sale and purchase of products and/or services between a Merchant (as vendor), and a Customer (as purchaser), where payment for such products or services is intended to be effected by or on behalf of the Customer by an Approved Card including a Refund and a Chargeback (where the context requires).
      Term means the Initial Term and any additional period for which the Agreement is renewed under clause 9.1.
      You, your, and yours means the Merchant, and where that Merchant comprises more than one person, means each of them jointly and severally.
      
   2. Interpretation: In this Agreement:
      1. a reference to a clause is to a clause in this Agreement;
      2. a reference to $ or dollars is to New Zealand currency;
      3. a reference to a party is to a party to this Agreement and includes a party's permitted assigns;
      4. a reference to including and similar words do not imply any limit;
      5. 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;
      6. words in the singular include the plural and vice versa.

2. CENTRAPAY SERVICES

   1. Services: Centrapay will facilitate the completion of 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 at any stage when facilitating a Supported Transaction, and is not liable or responsible to you for such funds.
   2. Provider Agreement: Provision of our Services is conditional on you having an appropriate agreement with the 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. You must ensure that you have an appropriate Provider Agreement in place with respect to each Approved Card that you wish to conduct Supported Transactions. We are not responsible or liable 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.
   3. Approved Card: We may add, suspend or remove a means of payment as an Approved Card from time-to-time without a requirement to provide prior notice.
   4. Settlement: The Provider is solely responsible for the settlement with you of Supported Transactions. We do not guarantee settlement of Supported Transactions by the Provider.
   5. Third Party Use: You must use the Merchant Account and Services as principal only. You must not use the Merchant Account and the Services on behalf of any other person, or allow another person to use them, except with our prior written approval.
   6. 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.
   7. Modification: We may modify or enhance the Services without notice to you where this will not materially impair the functionality of the Services, or following reasonable prior notice (if practicable) where the modification and/or enhancement will materially impair the functionality of the Services.
   8. Availability: We will use our reasonable endeavours to make the Services available to you at all times. However, we may stop, suspend or alter access to the Services, or access may otherwise become unavailable, without notice, including because of technical difficulties such as telecommunication failures or disruptions, non-availability of any third party services and unforeseen maintenance. To the maximum extent permitted by law, we have no liability to you whatsoever, and howsoever arising, for any Losses that you incur or suffer in connection those matters.

3. MERCHANT ACCOUNT

   1. Onboarding: To access our Services you must register for a Merchant Account through the business portal on the Centrapay App. We reserve the right to decline to register you for any reason in our sole discretion.
   2. Security & Information: In connection with opening and maintaining a Merchant Account, and the Services, you agree:
      1. to promptly provide us with all information (including updated information) that we request;
      2. and confirm that all information you provide to us is true, accurate, and complete (and not misleading, deceiving or fraudulent);
      3. to keep confidential and secure all aspects and information of your Merchant Account (including your password);
      4. that we can collect, use, share, hold and protect your Data in accordance with the Privacy Policy;
      5. to promptly notify us if you discover or suspect that your Merchant Account has been subject to illegal or unauthorised use.
   3. Account Balance: Your Merchant Account reflects the total balance of all Supported Transactions processed by us for you during the month. The balances in your Merchant Account are provided by the Provider. 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. Accordingly, you acknowledge that you have no claim against us for the balances reflected in your Merchant Account, or for the value of Supported Transactions.

4. MERCHANT RESPONSIBILITIES

   1. Compliance: You agree to comply with all applicable laws, any obligations in the Agreement and any direction from us in carrying out your obligations under the Agreement.
   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. That includes ensuring that the Merchant Systems have the capability to report on status of a Supported Transaction and that the Merchant Systems are compatible with the Centrapay Platform on an ongoing basis. You are responsible for ensuring that the Centrapay integration requirements are met, and continue to be met.
   3. Customer Relationship: You are solely responsible for:
      1. the nature and quality of any products or services you provide to your Customers;
      2. any Losses you incur due to erroneous or fraudulent transactions of your Customers;
      3. providing support to Customers regarding transaction receipts, product or service delivery, support, returns, refunds, and any other issues related to your products and services and business activities; and
      4. determining and paying all taxes and charges applicable to your business, including your use of the Services.
   4. Data: You agree and acknowledge that:
      1. we may require access to the Data to exercise our rights and perform our obligations under this Agreement;
      2. to the extent that this is necessary, we may authorise a member or members of our personnel to access the Data for this purpose;
      3. you must arrange all consents and approvals that are necessary for us to access the Data.
   5. Information Request: You must provide all information to us which we request in relation to compliance with any laws or other obligations that may be applicable to us with respect to the Services and any Supported Transaction.
   6. Access: You must give us prompt and adequate access to your personnel, facilities and systems as necessary to enable us to perform our obligations under the Agreement and to safeguard the secure operation of the Services.

5. CENTRAPAY IP & SYSTEMS

   1. Ownership: Centrapay exclusively 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 App and Services, whether registered or unregistered, and whether existing in New Zealand or elsewhere (“Centrapay IP”).
   2. Limited Licence: We grant you a non-exclusive, non-transferable, revocable, limited, licence to electronically access and use the Centrapay IP only in the manner and for the purpose expressly described in this Agreement.

6. PROHIBITED ACTIVITIES

   1. You must not (nor attempt to):
      1. claim or register ownership of Centrapay IP on your behalf or on behalf of others nor sub-licence or dispose of any Centrapay IP;
      2. modify, disassemble, or reverse engineer the Centrapay App or any other aspect of the Services, nor enable functionality that is disabled or prohibited;
      3. directly or indirectly develop or deploy any software with similar functionality to the Centrapay App or any other aspect of the Services;
      4. introduce into Centrapay's systems or environment any viruses, worms or other malicious software devices;
      5. use the Services for any illegal or fraudulent purposes or otherwise activities prohibited by this Agreement.
   2. Without limiting clause 9, we may refuse, limit, or suspend any Supported Transactions that we believe:
      1. may violate this Agreement;
      2. are illegal or fraudulent;
      3. are not authorised by a Provider or another third party;
      4. may expose Centrapay, or others to risks unacceptable to Centrapay.
   3. You agree that we may disclose any information concerning you or any Supported Transaction to:
      1. a Provider;
      2. any law enforcement agency or court or any relevant authority where required to do so under any law or where we have a reasonable belief that the Supported Transaction may contravene that law,
      and we will not incur any liability to you as a result of that.

7. WARRANTIES & WAIVER

   1. No Warranty: To the extent permitted by law, we provide the Services “as is” and “as available”, without any express, implied, or statutory warranties of title, merchantability, fitness for a particular purpose, non-infringement, or any other type of warranty or guarantee, including in relation to availability, reliability or performance.
   2. Third Party Services: You acknowledge that certain aspects of the Services may be provided by one or more third parties, in which case the relevant third party's or third parties' terms and conditions apply. To the maximum extent permitted by law, you agree that Centrapay does not provide any warranties or guarantees, nor accepts any liability, in relation to those aspects of the Services. If the third party ceases to provide the service or ceases to make that service available on reasonable terms, we may cease to make available that service to you. If we exercise our right to cease providing the third party service, to the maximum extent permitted by law you are not entitled to any refund, discount, or other compensation.
   3. Waiver: Except as prohibited by law, you agree to waive your right to bring any claims against Centrapay for any Losses you incur arising from any actions, access, downloads or other use of Data through your use of the Services or your Merchant Account.

8. LIABILITY & INDEMNITY

   1. To the maximum extent permitted by law, we shall have no liability to you whatsoever, whether in contract, tort (including negligence), equity or otherwise, for any Losses you suffer or incur as a result of, our breach of this Agreement or otherwise in connection with this Agreement.
   2. Without limiting the other provisions of this Agreement, Centrapay is not liable for Losses you or others suffer or incur including those caused by:
      1. your access to or use of the Services in breach of this Agreement;
      2. acceptance, non-acceptance or delay in Supported Transactions, including where is a Refund or Chargeback;
      3. erroneous or fraudulent transactions of your Customers;
      4. interruptions or cessation of the Services;
      5. any bugs, viruses, or other harmful code that may be transmitted to or through the Services;
      6. hacking, tampering, or other unauthorised access or use of the Services;
      7. any errors, inaccuracies, omissions, or losses in or to any Data provided to us.
   3. Clauses 8.1 and 8.2 do not apply to limit or exclude our liability for our fraud, dishonesty or wilful default.
   4. In addition to and without limiting the other provisions of this Agreement, to the maximum extent permitted by law, we are not liable to you under or in connection with this Agreement for any:
      1. loss of profit, revenue, savings, business, use, data (including Data), and/or goodwill;
      2. consequential, indirect, incidental or special damage or loss of any kind;
      3. delays in communication due to any breakdown or failure of transmission communication facilities or Force Majeure Event.
   5. You hereby indemnify Centrapay against any Losses suffered or incurred by Centrapay and all actions, proceedings, claims or demands made against Centrapay that result from:
      1. your breach of any provision of this Agreement;
      2. any liability we incur resulting from your use of the Services,
      except to the extent arising from our fraud, dishonesty, or willful default.

9. TERM, SUSPENSION & TERMINATION

   1. Term: This Agreement is effective upon the date you first access the Services, and continues until the expiry date of the Initial Term, or (if earlier) the date this Agreement is terminated. Upon the expiry of the Initial Term, the Agreement will automatically renew and continue in full force and effect for further successive terms of 6 months each (each a “Renewal”), unless either party gives notice to the other party at least ninety (90) days prior to the expiry of any further Renewal term that the Agreement is not to renew, in which case it will terminate upon the expiry of the then-current Renewal.
   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 consider that you or any of your personnel or representatives have:
      1. undermined, or attempted to undermine, the security or integrity of our Services or the Centrapay Platform;
      2. used, or attempted to use, the Services:
         1. for improper purposes; or
         2. in a manner that materially reduces the operational performance of the Centrapay Platform;
      3. 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;
      4. breached, or threatened to breach, any law; or
      5. breached this Agreement or any other agreement with us or an associated person, including a Provider Agreement.
   3. Centrapay's Termination Right: We may, by notice to you, immediately terminate this Agreement if you commit an Event of Default (whether or not on-going at the time the notice of termination is given).
   4. Mutual Termination Right: A party may, by notice to the other party, immediately terminate this Agreement if the other party:
      1. 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;
      2. being an individual, is at risk of being declared, or is declared, bankrupt, or enters into the no assets procedure;
      3. being an individual, dies or becomes mentally or physically incapacitated;
      4. has any distress, attachment, or execution levied, issued, enforced or obtained on or against all or substantially all of that party's assets;
      5. ceases carrying on business.
   5. Event of Default: In this Agreement an “Event of Default” means where:
      1. you fail to pay any amount payable to us when it becomes due;
      2. you are in breach of this Agreement, any other agreement or arrangement with us or an associated person, including a Provider Agreement;
      3. any representation or warranty made by you or on your behalf is incorrect, untrue or misleading in any material way;
      4. any of the events allowing us to suspend the Services under clause 9.2 occurs;
      5. for any length of time we consider reasonable in the circumstances, you are not contactable or you do not respond to communication;
      6. you commit an act of serious misconduct, including fraud or dishonesty;
      7. either you or any related person (including your personnel) are currently in breach of law; or
      8. we are requested to do so by a Provider or a regulatory body.
   6. Effect of Termination: Upon termination or expiry of this Agreement:
      1. You will complete all pending Supported Transactions and stop accepting new Supported Transactions;
      2. On request, remove all Centrapay logos from your website, premises and other property.
      3. All licences and access rights granted to you under this Agreement, including under clause 5 (Centrapay IP), are automatically be revoked.
      4. We will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or Data;
      5. 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 in accordance with any agreements in place.
   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.
   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

    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.
    2. Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement (except any obligation to make payment) to the extent caused by a Force Majeure Event, provided that the affected party:
       1. immediately notifies the other party and provides full information about the Force Majeure Event;
       2. uses best endeavours to overcome the Force Majeure Event; and
       3. continues to perform its obligations as far as practicable.
    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:
       1. required by law; or
       2. the Confidential Information which:
          1. is publicly available through no fault of you or your personnel; or
          2. is rightfully received by you from a third party without restriction and without breach of any obligation of confidentiality.
    4. Consumer Guarantees Act: You agree and represent that you are acquiring the Services for the purposes of trade. The parties agree that:
       1. 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
       2. it is fair and reasonable that the parties are bound by this Agreement.
    5. Communication: You consent for all purposes to receive in electronic form or via electronic process (including via the Centrapay App or email) any notices and communications under this Agreement.
    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.
    7. Joint and Several Liability: If any party consists of more than one person then any obligation or liability of those persons under this Agreement shall be joint and several and obligations and liabilities to be observed or discharged by two or more parties shall be observed by them jointly and severally.
    8. Rights and remedies are not mutually exclusive: To the fullest extent permitted by law, a party's rights, remedies and discretions, whether provided for in this Agreement, at law or otherwise, are not mutually exclusive, can be exercised more than once, and are cumulative and not alternative, and may be exercised independently, or in any combination, at any time by that party.
    9. 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. Assignment: Centrapay may assign or transfer its rights under this Agreement on notice to you. You may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Centrapay.
    11. Reliance: Our Services are provided, and obligations are owed, to you only and do not extend to any other person (including family members, directors and related companies).
    12. 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.
    13. Amendment: Centrapay can amend this Agreement on two weeks' prior written notice of the proposed change, subject to clause 2.7.
    14. 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.
    15. Governing Law & Jurisdiction: The laws of New Zealand always govern your use of the Services and the non-exclusive jurisdiction of the New Zealand courts.