User License Agreement for Centrapay Platform
This Agreement is a legal agreement between Centrapay Limited, a company registered at Auckland, New Zealand, company number 6340244 (Centrapay, we or us) and the entity (User or you) that registers for a Centrapay Account.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
Please note: By using the Services, you agree to be legally bound by this Agreement without further action.
It is agreed
1.1. In this Agreement, unless the context requires otherwise:
Account Bank means the bank where any Centrapay transactional or custodial account is held from time to time.
Agreement means this agreement and includes the User Rate Plan, the policies and authorities (including the Direct Debit Authority) referred to in it, and the Centrapay Custodial Account Terms referred to in clause 2.4.
Centrapay Account is defined in clause 2.1.
Centrapay Entity means Centrapay, our directors, associates, employees, officers and advisers.
Centrapay IP is defined in clause 6.1.
Centrapay Platform means the software (including all application programming interfaces used to access the Services) owned or supplied by Centrapay which integrates with the User Systems to facilitate Supported Transactions.
Customer means a customer of the User.
Data includes personal information for the purposes of the Privacy Act 1993 and the Privacy Act 2020.
Direct Debit Authority means the direct debit authority on the Centrapay website, or as otherwise agreed between the Parties in writing, from time to time.
Initial Term means the initial term of this Agreement that is agreed in writing between the Parties.
Monthly Fee is the agreed fees in writing between the Parties, and may be varied from time to time in accordance with clause 4 (Payment).
NZD means New Zealand dollars.
Parties means Centrapay and the User and each is a Party (and reference to a Party includes its successors and permitted assigns).
Services mean the software services and support services detailed on the Centrapay website’s User page, or as otherwise agreed between the Parties in writing, from time to time, as modified or enhanced from time to time in accordance with clause 3.2.
Supported Transactions means a request to a Centrapay host to action an approved QR code, to allocate or redeem a voucher or process a payment for goods and services by means of digital asset, NZD, a prepaid card, a gift card, voucher, QR code or any other means expressly supported by the Centrapay Platform with the User.
Term means the Initial Term and any additional period for which the Agreement is renewed under clause 9.1, subject to termination in accordance with clause 9.1 or 9.2.
User Bank Account means the bank account at a registered New Zealand bank specified by you when you register for your Centrapay Account, or as otherwise notified to us in writing.
User Software means any point of sale or other software application owned or licensed by the User that generates and issues vouchers and other promotional codes, or otherwise facilitates Supported Transactions.
User Systems means the User’s hardware and all User Software which has been connected to the Centrapay Platform, including but not limited to: point of sale, website, payment terminal, unattended solution, ERP, CRM or similar.
2. Centrapay Account
2.1 To access the Services, you must meet our onboarding criteria and register for an online account (a Centrapay Account).
2.2 You warrant the accuracy and completeness of all information provided in connection with your Centrapay Account and you must promptly update us if there are any material changes to the nature of your business activities, your solvency or your ownership or control structure. You must also promptly on request provide additional information, including verifying beneficial ownership or control of your business, when we need it to meet our legal obligations or the reasonable requirements of our Account Bank.
2.3 Your Centrapay Account must be connected to your User Bank Account and you undertake to comply with the Direct Debit Authority.
2.4 Your Centrapay Account records, among other matters, two balances in two states, being the amount of NZD at any point in time that is ‘pending’ and ‘available’ to you in relation to Supported Transactions. These balances reflect your nominal entitlement to the funds in the Centrapay Custodial Bank Account. For more information about the Centrapay Custodial Bank Account and the terms that govern it, please refer to the Custodial Bank Account Terms (which form part of this Agreement).
3.1 You may only use the Services in a lawful manner to facilitate legitimate Supported Transactions.
3.2 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 but is required to comply with applicable laws.
4. Payment and User Rate Plan
4.1 You must pay the current Monthly Fee plus applicable goods and services tax on its due date. We do not charge any other fees, other than a Default Fee for non-payment. We will not change the User Rate Plan during the Initial Term.
4.2 If we change the User Rate Plan, including the Monthly Fee, the Default Fee or add additional fees in the future, we will give you at least [30/90] days’ advance written notice.
5. User responsibilities
5.1 You are responsible for the integration of the Centrapay Platform and Services into the User Systems and for maintaining necessary network connections and telecommunications links. In particular, you must also ensure that the User Systems have the capability to report on voucher codes including passing an “accepted”, “declined – limit exceeded” or “declined – code already used” message back to the Centrapay Platform in real-time for display within the User Software, and that your point of sale system or EFTPOS provider are compatible with the Centrapay Platform on an ongoing basis.
5.2 You maintain the direct relationship with your Customers. 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 Customer transactions in connection with your use of the Services; obtaining any necessary Customer consents to conduct Supported Transactions on their behalf, disclosing any of their Data to us or to third parties in connection with the Services; 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 determining and paying all taxes and charges applicable to your business, including your use of the Services.
5.3 You must comply at all times with all applicable laws, regulations and binding directives (including in relation to privacy and data protection and anti-money laundering and countering financing of terrorism) and assist us to obtain any necessary or desirable consents.
5.4 You must give us prompt and adequate access to your personnel, facilities and systems as necessary or convenient to enable us to perform our obligations under the Agreement and to safeguard the secure operation of the Services.
6. Centrapay IP
6.1 Centrapay exclusively owns all rights, title, and interest in the patents, copyrights, moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Centrapay Platform and Services (Centrapay IP).
6.2 We grant you a non-exclusive and non-transferable licence to electronically access and use the Centrapay IP only in the manner and for the purpose expressly described in this Agreement during its term.
7. Prohibited activities
7.1 You must not use the Services to remit funds, to conduct any personal or household transactions, or for any other purposes prohibited by this Agreement, nor for any illegal or fraudulent purposes.
7.2 You must not (nor attempt to):
a) resupply the Services to any person without our express prior written consent.
b) modify, disassemble, or reverse engineer the Centrapay Platform or any other aspect of the Services, nor enable functionality that is disabled or prohibited, except as expressly permitted by law.
c) directly or indirectly develop or deploy any software with similar functionality to the Centrapay Platform.
d) introduce into Centrapay’s systems or environment any viruses, worms or other malicious software devices.
e) claim or register ownership of Centrapay IP on your behalf or on behalf of others nor sublicence or dispose of any Centrapay IP.
8. Consequences of breach
8.1 Without limiting clause 9 (Term, termination and its effect) we may refuse, condition, or suspend any Supported Transactions that we believe: may violate this Agreement; are unauthorised, fraudulent, suspicious or illegal; or expose you, Centrapay, or others to risks unacceptable to Centrapay. We may share any information related to actual or suspected fraudulent or illegal activity with the appropriate regulatory authority or law enforcement agency.
9. Term, termination and its effect
9.1 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 Term.
- Centrapay may also terminate this Agreement and/or close or suspend your Centrapay Account and/or access to the Services at any time during the Term for any reason immediately on written notice in the event you breach any material term of this Agreement, which is deemed to include any breach of clause 2.2 (Centrapay Account), clause 4 (Payment), clause 5 (User responsibilities) or clause 7 (Prohibited activities).
- Upon termination of this Agreement:
a) You will complete all pending Supported Transactions, stop accepting new Supported Transactions, and on request remove all Centrapay logos from your website and stores.
b) We will pay out any remaining funds owed to you in relation to Supported Transactions unless we are prevented from doing so by any applicable law or directive or by the Account Bank.
c) All licences and access rights granted to you under this Agreement, including under clause 6.2 (Centrapay IP), will automatically be revoked.
d) 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.
e) The following clauses will survive: 10 (No warranties; waivers and limitation of liability), 11 (Indemnity) and 12.7 (Confidentiality)
f) You will remain liable to us for any fees or other financial obligations you incurred and which remain unpaid under this Agreement prior to termination.
10. No warranties; waivers and limitation of liability
10.1 To the extent permitted by mandatory law, we provide the Services and the Centrapay IP “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.
10.2 You further 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, and you agree that no Centrapay Entity provides any warranties or guarantees, nor accepts any liability, in relation to those aspects of the Services.
10.3 You irrevocably waive your right to bring any claims against any Centrapay Entity for losses you incur arising from any actions, access, downloads or other use of Data through your use of the Services or your Centrapay Account.
10.4 Under no circumstances will any Centrapay Entity be responsible or liable to you for: any event of force majeure or act of God outside of its reasonable control; nor for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits or property damage, or for any other liabilities or damages arising out of, in connection with, or relating to this Agreement or your use of the Services or the Centrapay Platform and any connected transactions, even if such damages are foreseeable. Without limiting the foregoing, the Centrapay Entities are not liable, and deny responsibility, for any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Centrapay Account, or Data, or your failure to use or implement anti-fraud measures, or any other Data security measure. The Centrapay Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with this Agreement; (b) any unauthorised access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided; or (g) the conduct of others.
10.5 You agree that any established liability of the Centrapay Entities which is not effectively disclaimed or denied by the Centrapay Entities under this Agreement is limited to our resupply of the Services to you or (only where that is not possible) to the aggregate amount of the Monthly Fees that you paid to Centrapay during the three-month period immediately preceding the claim.
10.6 The waivers and limitations on our liability to you will apply regardless of the legal theory on which your claim is based.
11.1 You hereby indemnify, hold harmless and agree to defend each Centrapay Entity against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a Claim) brought by any person against a Centrapay Entity, and you agree to fully reimburse the Centrapay Entities for any Claims that result from: your breach of any provision of this Agreement; any liability we incur that results from your use of the Services; the negligent or wilful misconduct of your employees, contractors, or agents; or the contractual or other relationships between you and your Customers.
12. General terms
12.1 You consent for all purposes to receive in electronic form or via electronic process (including email) any notices and communications under this Agreement.
12.2 This Agreement constitutes the entire agreement of the Parties in respect of the matters covered by it and supersedes all earlier negotiations, agreements and understandings.
12.3 Centrapay may assign or transfer its rights under this Agreement on notice to the User. The User may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Centrapay.
12.4 Nothing in this Agreement and no action under it will be deemed to constitute, a partnership, agency, association, joint venture or similar between the Parties.
12.5 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.
12.6 Centrapay can amend this Agreement on two weeks’ prior written notice of the proposed change, subject to clauses 3.2 and. 4.1.
12.7 Each Party must keep this Agreement confidential, except to the extent required by law.
12.8 If any provisions of this Agreement is, or becomes illegal, invalid or unenforceable for any reason, the remaining provisions of this Agreement will continue in full force and effect.
13. Governing law and arbitration
13.1 This Agreement is governed by and construed in accordance with New Zealand law. The Parties submit to the exclusive jurisdiction of the courts of New Zealand. This clause operates subject to the next clause 13.2.
13.2 Any dispute or disagreement arising out of or in connection with this Agreement and the provision or use of the Services will be settled by binding arbitration by a sole arbitrator in accordance with the New Zealand Arbitration Act 1996 and its amendments and the AMINZ Arbitration Rules current at the time arbitration is commenced. The place of arbitration will be Auckland and the law applicable to the arbitral proceedings and the matters in dispute will be New Zealand law. The language of the arbitration will be English.
Centrapay Direct Debit Authority
The User authorises Centrapay to debit your User Bank Account in the event that the net activity in your Centrapay Account on any day is negative or for any other reason relating to the Services and in accordance with this authority until further notice from you.
1.1.1 You agree to complete any direct debit form required by Centrapay and confirm that that form is subject to the additional terms listed below.
1.1.2 It is your responsibility to:
a) Ensure that your User Bank Account can accept debit instructions through the Bulk Electronic Clearing System (BECS).
b) Ensure that your User Bank Account has sufficient funds to allow for debit transfers. If debit requests are returned to Centrapay by your bank, Centrapay may charge you a fee, in addition to any fees your bank may charge. If a debit request is returned to Centrapay because your bank account has insufficient funds, it is your responsibility to fund the bank account so that Centrapay can re-process the debit transfer.
c) Ensure that if you change your User Bank Account your authorisation will apply to any new account and provide Centrapay any information regarding the new account and authorisation as we deem necessary.
d) Ensure that if you cancel your authorisation with your bank that you also notify Centrapay.
Capitalised terms used in this Authority and not otherwise defined have the meanings given to them in the Centrapay User Agreement.