Payment Processor Terms and Conditions (NZ)

Effective: May 22, 2025

1. Services

a. Subject to the Merchant completing and passing all onboarding checks with the Payment Services Provider and being accepted by the Processor for the provision of Services, the Processor will provide the Services to the Merchant on the terms of the Merchant Agreement in the Territory.

b. The Merchant enters into, and is bound by, the Merchant Agreement (including these Payment Processor Terms and Conditions) by undertaking any of the following actions:

i. submitting an application with the Payment Services Provider to receive the Services from the Processor;

ii. executing a Payment Services Agreement that incorporates the Merchant Agreement;

iii. providing the Processor with a request to process, acquire or settle any Transaction;

iv. otherwise requesting the Processor provide Services to the Merchant.

c. Where required by a Card Scheme or the Processor, the Merchant must enter into a card acceptance agreement (or equivalent agreement) to receive the Services in respect of that Card Scheme.

d. The Merchant must not allow any third party to use the Services provided by the Processor under the Merchant Agreement without Processor’s prior written consent.

e. The Merchant must not engage in any activity or provide any goods or services that is illegal, that the Processor prohibits or restricts, or that exceeds the Processor’s risk appetite (as notified from time to time).

f. By submitting an application or otherwise providing information (including Personal Information) to the Payment Services Provider, the Merchant acknowledges that such information (including Personal Information) will be disclosed to the Processor for the purposes of assessing any application and otherwise providing Services under this Merchant Agreement, which shall be held by the Processor in accordance with its privacy policy (available here).

g. The Merchant acknowledges and agrees that the Processor (or its service providers) may obtain information about its credit history and credit worthiness, including credit liabilities, repayments and defaults, from a credit reporting body (including a body that provides information on commercial activity and commercial credit worthiness) and use it to assess any application for credit, to manage its credit and for the purposes of debt collection. Such information may also be disclosed to credit reporting bodies.

2. Transaction acquiring and settlement

a. The Processor will process, acquire and settle all valid authorised Transactions for supported Card Schemes on the terms of the Merchant Agreement.

b. If not already provided, the Merchant must notify the Processor or Payment Services Provider of the Nominated Account (which must be owned and operated by the Merchant). The Merchant must immediately notify the Payment Services Provider of any change to the Nominated Account.

c. Subject to the Merchant Agreement, the Processor will process and acquire each valid authorised Transaction and will credit the Nominated Account with the corresponding settlement amount received by the Processor on a ‘net settlement basis’ for the settlement period. For clarity, settlement for each Transaction will be the gross Transaction amount minus:

i. any applicable Payment Processing Fee;

ii. any chargebacks payable by the Merchant for the applicable settlement period;

iii. any refunds payable by the Merchant for the applicable settlement period;

iv. any amounts that the Processor may, or is required to, withhold under the Merchant Agreement; and

v. any other fines, fees, charges or amounts that are payable by the Merchant under the Merchant Agreement or in connection with a Card Scheme or Law.

d. To the extent the settlement amount for an applicable settlement period is a negative number, the Processor may:

i. set-off or deduct that amount against future settlement amounts payable to the Merchant; or

ii. immediately demand payment of any shortfall.

e. The Processor is under no obligation to make any payment or perform any act in respect of an Invalid Transaction. The Processor may withhold a Transaction amount for up to 90 calendar days where it reasonably believes that Transaction is an Invalid Transaction.

f. The Processor may withhold a Transaction amount where it receives:

i. notice of any claim or dispute in relation to a Transaction; or

ii. unclear or conflicting instructions relating to any Transaction.

g. The Processor may reroute Transactions to a suspense account where:

i. the Merchant fails to pay any penalties imposed by a Card Scheme;

ii. the Processor reasonably suspects any fraudulent or suspicious activity;

iii. the Processor assesses the Merchant as a high credit or fraud risk;

iv. the Merchant has materially breached the Merchant Agreement; or

v. the Processor otherwise determines on reasonable grounds that it is justified in order to prevent loss to the Processor or Merchant.

vi. The Processor will make such proceeds available when it is satisfied that none of the aforementioned matters apply or exist. The Merchant acknowledges that it has no ownership of any funds transferred to a suspense account and that no interest is payable.

h. The Merchant acknowledges that where it processes an Invalid Transaction:

i. the Transaction may be dishonoured and the Merchant remains wholly liable; and

ii. the Processor may refuse to accept the Transaction or (if the Transaction has been processed) at any time within twelve (12) months of the date of the Transaction, charge that Transaction back to the Merchant. If the Processor receives a payment from a Cardholder relating to an Invalid Transaction that has been charged back to the Merchant, the Processor will pay an amount equal to that payment to the Merchant less any amount to which the Processor is entitled.

3. Term and termination

3.1 Term

Unless otherwise agreed, the Merchant Agreement will continue until it is terminated under this clause 3 or clause 10.1.

3.2 Automatic termination

1.2 The Merchant Agreement automatically terminates (unless otherwise notified by the Processor):

a. with effect on and from the date that the Payment Services Agreement terminates or expires; or

b. in respect of a Card Scheme, on the date that the Payment Services Provider becomes a ‘payment facilitator’ for the purposes of the Card Scheme Rules that apply to that Card Scheme.

3.3 Mutual termination for material breach

Either party may immediately terminate the Merchant Agreement on written notice if the other party materially breaches the Merchant Agreement that is not remediable, or where such breach is remediable it has not been remedied within 7 calendar days.

3.4 Processor termination for cause

The Processor may terminate the Merchant Agreement on 7 calendar days’ written notice if:

a. (Disputed Transactions, chargebacks and refunds) in the Processor’s reasonable opinion the Merchant has an unacceptably high number of Disputed Transactions, chargebacks or refund requests which are persistent and unresolved;

b. (fraud) the Merchant processes a Transaction which they know or ought reasonably to have known to be fraudulent, or the Merchant otherwise acts fraudulently;

c. (representations and warranties) any representations or warranties provided by the Merchant are untrue;

d. (damage to brand or reputation) the Processor reasonably determines that continuation of the Merchant Agreement may damage the Processor’s brand or reputation;

e. (Card Scheme requirement) required to do so by any Card Scheme, in which case the termination notice period will reflect the notice period required by that Card Scheme which may have immediate effect;

f. (inaccurate information or failing to provide information) the Merchant provides inaccurate information or fails to provide information required by the Processor to provide the Services;

g. (breaches of Law or Card Scheme Rules) the Merchant breaches any Law or Card Scheme Rule that directly relates to the Merchant Agreement, or acts in a way that causes the Processor to breach any Law or Card Scheme Rule;

h. (no Transaction volume) the Merchant does not submit Transactions in any consecutive 3 month period;

i. (termination with Payment Services Provider) any agreements or arrangements between the Processor and the Payment Services Provider that relate to the Processor providing the Services to the Merchant are terminated or expire; or

j. (termination of third-party arrangements / withdrawal of consents) the Processor can no longer provide the Services due to termination of arrangements with third parties required to provide those Services or the withdrawal of any necessary consents or authorisations, in which case Processor may terminate the Merchant Agreement with immediate effect.

3.5 Consequences of termination

a. The Processor is not liable for any Loss incurred by the Merchant as a result of a termination.

b. All amounts accrued or outstanding under the Merchant Agreement shall become immediately due and payable on termination.

3.6 Suspension

a. In addition to other suspension and termination rights in the Merchant Agreement, the Processor may (using reasonable endeavours to provide prior notice) vary, suspend or terminate all or part of the Services for the purposes of (routine or emergency) maintenance; security or technical reasons, to avoid a material disadvantage and/or damage to either the Processor or the Merchant.

b. In addition to its rights in clauses 3.4 and clause 3.6(a) of these Payment Processor Terms and Conditions, the Processor may suspend or terminate the Merchant Agreement if requested to do so by the service provider on which the Processor relies to provide the Services in respect of debit Transactions in the Territory.

4. Merchant obligations

4.1 Transactions

The Merchant must:

a. (unless otherwise notified by the Processor) not unreasonably reject the acceptance of Payment Methods (for example, by placing thresholds on the amount or value of the potential Transaction before a Payment Method will be accepted);

b. not accept Invalid Transactions (but if it accepts an Invalid Transaction the Merchant acknowledges that it is liable for the amount of that Invalid Transaction and the Processor will not pay the Merchant in respect of the Invalid Transaction);

c. (unless otherwise agreed with the Processor) only display prices and submit Transactions in the Territory Currency;

d. comply with all Laws, Rules and Card Scheme Rules in relation to Transactions and any receipts;

e. obtain such Authorisation from the Payment Method holder in relation to a Transaction (as notified by the Processor);

f. ensure that acceptance advice from a Payment Method issuer cannot be overridden;

g. use its best endeavours to resolve any dispute with its customers relating to a Transaction or associated goods and services;

h. comply with any lawful written direction given by the Processor in relation to Authorisation requirements, Payment Method acceptance or Transaction submission;

i. if a Transaction cannot be processed electronically in real time and the Merchant uses the "Store and Forward" capability, impose appropriate floor limits as advised by the Processor;

j. only charge a fee or surcharge for completing a Transaction in accordance with Laws, Rules and Industry Codes, which must not be more than the Merchant’s cost of acceptance for that Transaction;

k. establish and disclose to its customers clear refund policies that comply with Laws;

l. only process refunds electronically to the original Payment Method used in the Transaction;

m. ensure the Payment Method holder is notified when goods or services cannot be delivered or provided on the agreed upon date;

n. provide such assistance as requested by the Processor in relation to a Disputed Transaction (which may include allowing the Processor (or its agent) to enter the Merchant’s premises to examine and take copies of the Merchant’s books of account and records as they related to the Disputed Transaction);

o. prominently display all marks of the Payment Methods at its premises and on any website where it submits Transactions;

p. accept all valid Payment Methods that are debit cards used to access a cheque or savings account (including Visa and Mastercard debit and pre-paid products) where the Transaction is treated as a domestic electronic Transaction. A debit card is valid if: (i) it has current validity dates (if applicable); (ii) it has not been visibly altered or tampered with in any way; (iii) it is signed on the back in the designated area for card signatures; (iv) the signature on the reverse has not been altered or defaced; and (v) it meets additional criteria for validity notified by the Processor from time to time;

q. not: (i) make any representation in connection with any goods or services or any Payment Method which may bind the Processor; (ii) make any representations to any Cardholder concerning the Processor’s products or policies; (iii) pledge the Processor’s credit in any way or take part in the preparation of any documents purporting to provide for credit to be provided by the Processor to the Cardholder; (iv) engage in any conduct which is false, misleading or deceptive concerning goods or services the Merchant provides, the Processor’s products or policies, or in any other dealings with the Cardholder; (v) impose a minimum Transaction amount on a Cardholder or refuse to accept an otherwise valid Payment Method that is a debit card on the basis that the amount of the Transaction is below a certain amount. This includes not indicating that there is a requirement of a minimum Transaction amount either at the point of sale, in any published material or by way of any other medium;

r. not process Transactions on behalf of another person including another business or allow another person to use the services provided under these Payment Processor Terms and Conditions except under a bona fide agency arrangement;

s. use reasonable care in processing a Transaction to detect forged or unauthorised signatures or the unauthorised use or forgery of a Card;

t. following each Transaction, immediately give a Cardholder a copy of the Transaction receipt. This must include: (i) type of account; (ii) type and amount of the Transaction; (iii) date of the Transaction; (iv) time of the Transaction; (v) Transaction record number; and (vi) confirmation that the Transaction has been accepted or approved. The information must be identical on all copies of the Transaction receipt;

u. prominently and clearly inform a Cardholder of the Merchant’s identity so that the Cardholder can readily distinguish the Merchant from any supplier of goods or services to the Merchant. The Merchant must also notify the Cardholder that it is responsible for: (i) the sales Transaction including any goods or services that are the subject of the sales Transaction; (ii) all customer service relating to the sales Transaction; (iii) dispute resolution in connection with the sales Transaction; (iv) and performance of the terms and conditions of the sales Transaction;

v. not process a Transaction unless a Cardholder’s identity is verified through the use of the correct PIN, followed by verification of the PIN with an ‘ACCEPTED’ response on any terminal, or in the case of an offline Transaction, verification of the Cardholder’s signature;

w. when completing an offline Transaction: (i) ensure that if the Transaction is stored within a point of sale device attached to a terminal, such point of sale device is secure against unauthorised access; (ii) not process any Transactions that exceed any notified payment limit; (iii) not use two or more offline Transactions to effect one Transaction if the amount of the Transaction exceeds the notified payment limit; and (iv) retain a signed copy of the Transaction receipt for at least eighteen (18) months;

x. if conducting an offline Transaction, not: (i) provide a Cardholder with cash; (ii) process a Transaction where a Card’s magnetic strip, stripe or chip is unable to be read by a terminal; (iii) process a Transaction that has been previously declined; (iv) process a Transaction which could not be completed as a result of Cardholder PIN errors; or (v) process a Transaction away from the Merchant’s normal business site;

y. retain information about a Transaction for a period of eighteen (18) months from the date of the Transaction or such other period required by Law or notified by the Processor. The Merchant must destroy any information about the Transaction on the later of: (i) eighteen (18) months; or (ii) the date on which the Merchant has no further business or legal reason for retaining the information (including through shredding, incineration, pulp, or rendering it unrecoverable);

z. within five (5) Business Days of a request, provide the Processor with any information or reporting about a Transaction; and

aa. notify the Processor or Payment Services Provider (as soon as possible) if: (i) circumstances have arisen which may affect the Merchant’s business, assets or financial condition or the Merchant’s ability to perform any of its obligations under the Merchant Agreement; (ii) the Merchant sells, leases or transfers its business; or (iii) the Merchant changes the nature, scope or type of its business.

4.2 Acknowledgements

The Merchant acknowledges and agrees that:

a. the Processor has no obligation to verify any Transaction information supplied to it;

b. an authorised Transaction may still be subject to chargeback or refund, and the Merchant is liable for any chargebacks or refunds;

c. the Merchant is liable for any fines, fees, charges or amounts imposed as a result of its actions under any Law or Card Scheme or Industry Code;

d. if a Transaction cannot be processed electronically in real time and the Merchant uses the "Store and Forward" capability, the Merchant will be responsible for any costs associated with the liability of the "Store and Forward" transactions, including any chargeback costs;

e. the provision of the Services may be affected by outages, faults, or delays. Such outages, faults or delays may be caused by many factors, including without limitation, technical difficulties with the performance or operation of the Merchant or another person’s software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures;

f. the Processor in its absolute discretion may pay the amount of a Disputed Transaction to the holder of the relevant Payment Method; and

g. the Merchant is liable for the amount of any Disputed Transaction and the Processor may set-off amounts owing by the Merchant under this clause against amounts owing by the Processor under the Merchant Agreement.

5. Liability and indemnity

a. The Processor and its Related Companies are not liable for any Loss incurred by the Merchant as a result of its use of the Services, including if the Services or any provided software or terminals are not working or not available, if the Merchant cannot process Transactions for any reason (or there are any errors, failures or delays with Transaction processing), as a result of any suspension of the Services, payment failures or delays due to technical difficulties relating to the banking system or the actions of any intermediary bank or payment, clearing or settlement system, telecommunications providers or the Processor’s own systems.

b. Subject to this clause and except the extent caused by the Indemnified Party, each party (Indemnifying Party) indemnifies and holds harmless the other party and its Related Companies (Indemnified Party) against any Loss incurred by the Indemnified Party in connection with any Claim, to the extent caused or contributed by the Indemnifying Party as a result of non-compliance with the Merchant Agreement, Laws, Rules, or Industry Codes.

c. Notwithstanding any other provision and to the extent permitted by Law, neither party will be liable for any Consequential Loss, except to the extent caused by that party’s fraud or wilful misconduct. The aggregate amount of liability of each party in respect of all claims made by the other in connection with the Merchant Agreement is limited to NZ$250,000.

d. The indemnities in the Merchant Agreement are continuing obligations, independent from the other obligations and continue after termination.

e. The parties agree:

i. that the goods and services provided under the Merchant Agreement are not of a kind ordinarily acquired for the personal, domestic or household use or consumption, and are to be supplied and acquired in trade; and

ii. to contract out of the provisions of the Consumer Guarantees Act 1993 (NZ) to the maximum extent permitted by law if, notwithstanding (a), such Act were deemed to apply.

6. Data security and privacy

6.1 Data security

a. The Merchant must maintain the security of the Merchant Data in its possession through appropriate security management processes and governance systems that comply with all relevant Industry Codes, Rules, and the Security Standards. If applicable, the Merchant must provide the Payment Services Provider with an annual PCI Attestation Certificate issued by an appropriate quality assurance provider.

b. The Merchant acknowledges that although the Processor implements appropriate security procedures it does not warrant that unauthorised access to information and data could not occur.

6.2 Privacy

a. The Merchant must: comply with Privacy Requirements in relation to Personal Information; provide reasonable assistance to the Processor or Payment Services Provider for any Personal Information inquiry or complaint; and ensure that only authorised personnel have access to Personal Information.

b. Where an Eligible Data Breach has occurred (or is reasonably suspected to have occurred) in respect of Personal Information connected to a Transaction, the Merchant must:

i. promptly disclose to the Processor or Payment Services Provider all information relevant to that actual or suspected Eligible Data Breach; and

ii. comply with its obligations under the Privacy Requirements in respect of the Eligible Data Breach.

c. If the Merchant suspects or becomes aware of any other unauthorised use or disclosure of Merchant Data or other breach of the Privacy Requirements, the Merchant must promptly notify the Processor or Payment Services Provider after forming the suspicion or becoming aware of the incident.

6.3 Data security and privacy

In addition to clauses 6.1 and 6.2 of these Payment Processor Terms and Conditions, the Merchant must:

a. not sell, purchase, provide or exchange any information or document relating to a Cardholder, a Cardholder’s account number or a Transaction to any person other than the Processor, Card issuer, Payment Services Provider or as required by Law. The Merchant may disclose such information or documents to its employees, contractors or agents as necessary in the course of conducting its business;

c. not capture or record any information relating to a Card or Cardholder, unless the capture of information is required to process a Transaction (including Recurring Transaction) against a Card which has been authorised by the Cardholder. The Merchant may only record the card account number, expiration date and name of the Cardholder;

c. not record, store, replicate or otherwise use any information relating to a Card or Cardholder data for any purpose other than to comply with its obligations under the Merchant Agreement;

d. ensure that all full card-read data in respect of Cards accessed by the Merchant in connection with a Transaction is stored only by the Merchant on an electronic file in a secure environment with restricted access, for the sole purpose of providing documentation for exception processing. The Merchant must not record, store, replicate or otherwise use full card-read data for any other purpose; and

e. if required by a Card Scheme for the purposes of complying with PCI Security Standards, provide the Processor with a compliance action plan within ninety (90) days of receiving a request to do so. The Merchant must also comply with all Card Scheme Rules as notified by Processor in relation to PCI Security Standards.

7. Intellectual Property Rights

The Merchant acknowledges that:

a. the Processor owns and retains all Intellectual Property Rights related to the Services;

b. any new Intellectual Property Rights created in connection with the Merchant Agreement will be owned by the Processor;

c. the Merchant Agreement does not transfer any Intellectual Property Rights to the Merchant; and

d. any licence provided to the Merchant is only provided to the extent required to receive the Services.

8. Representation and warranties

The Merchant represents and warrants that:

a. (application not misleading) the information provided by the Merchant as part of its application for Services or in connection with the Payment Services Agreement is true and correct;

b. (existence) it is duly organised, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated or taken to be incorporated, and is in compliance with its constituent documents;

c. (solvency) it is not Insolvent;

d. (enforceability) by executing the Payment Services Agreement or any other document referring to the Merchant Agreement, the Merchant Agreement is legal and valid, and is binding on the Merchant;

e. (compliance with laws) it will comply with all of its obligations under the Merchant Agreement and perform all its obligations under the Merchant Agreement in compliance with all applicable Laws, Rules and Industry Codes.

f. (Transactions) in respect of each Transaction:

i. the Merchant has complied with transaction processing rules in the Merchant Agreement, any Law, Rule, Industry Code;

ii. all Transactions details are correct; and

iii. the Merchant is not aware of any fact that would cause the Transaction to be an Invalid Transaction or a Disputed Transaction.

9. AML and sanctions

a. The Merchant must provide the Processor or Payment Services Provider with all requested information and assistance to comply with the Anti-Money Laundering and Sanctions Laws, which may be disclosed to service providers or regulators as required.

b. The Processor may suspend the Services and delay, block or refuse to process any payment or other Transaction if the Processor determines that it is reasonably necessary to mitigate or manage its money laundering or terrorism financing risks or risks of breaching Anti-Money Laundering and Sanctions Laws or the Processor knows or reasonably suspects that the payment or Transaction or the application of the Transaction’s proceeds will breach, or cause the Processor or its Related Companies to breach, any applicable Laws (including Anti-Money Laundering and Sanctions Laws) or directives of any jurisdiction or any directive or regulation of any agency of any such state or jurisdiction or allow the imposition of any penalty on the Processor or any Related Company.

10. General

10. 1 Changes. The Processor may change these Payment Processor Terms and Conditions from time to time by giving at least 30 calendar days’ written notice to the Merchant. If the Merchant does not agree to these changes, it may terminate the Merchant Agreement on 30 calendar days’ notice to the Processor.

10.2 No partnership. Nothing contained or implied in the Merchant Agreement constitutes a party the partner, joint venturer, agent, fiduciary or legal representative of another party for any purpose or creates any partnership, joint venture, agency, trust or other type of fiduciary relationship, and no party has any authority to bind another party in any way.

10.3 Audit. Where required under Law, any Rules or by any Card Scheme, regulator or similar body, the Processor may audit the Merchant’s compliance with the Merchant Agreement. The Merchant will provide all reasonable assistance and access to allow the Processor to undertake this audit.

10.4 Exercising rights. Subject to express provisions contained in the Merchant Agreement, a party may exercise a right or remedy or give or refuse its consent in any way it considers appropriate (including by imposing conditions). If a party does not exercise a right or remedy fully or at a given time, the party may still exercise it later.

10.5 Severability. If the whole of any part of a provision of the Merchant Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction.

10.6 Novation. The Merchant Agreement may be novated to a Related Company of the Processor.

10.7 Disputes.

a. Any party claiming that a dispute has arisen must give the other party written notice setting out brief details of the dispute (Dispute Notice).

b. The parties will not commence arbitration or court proceedings in connection with the Merchant Agreement unless the Senior Executive (or their delegates) of each party have first made reasonable attempts to resolve the dispute on a commercial basis.

c. If a dispute is not resolved in accordance with paragraph (b) within 10 Business Days of service of a Dispute Notice, the parties will then agree on the appointment of a mediator within 15 Business Days after the date of the Dispute Notice. Failing agreement within this period the mediator is to be appointed by the President of AMINZ or their nominee.

d. In the event of submission to mediation, the mediation must follow the AMINZ Mediation Protocol and is to be conducted in Auckland, New Zealand. Each party will bear its own costs for mediation. If the dispute is not resolved within 20 Business Days after the appointment of the mediator, either party may commence court proceedings in relation to the dispute.

e. Nothing prevents either party seeking urgent injunctive or similar interim relief from a court.

10.8 Governing law and jurisdiction. The Merchant Agreement is governed by the law in force in New Zealand and each party submits to the non-exclusive jurisdiction of the courts of New Zealand and courts of appeal from them.

10.9 Subcontracting. The Merchant must not appoint any subcontractor to carry out its obligations under the Merchant Agreement. The Processor may use subcontractors to perform its obligations under the Merchant Agreement.

10.10 Force majeure. If a party is unable to perform its obligations under the Merchant Agreement as a result of a Force Majeure Event, the affected party shall promptly notify the other party and shall be excluded from performing the affected obligations during the period of the Force Majeure Event. The affected party must use reasonable efforts to perform its obligations as soon as reasonably practicable.

10.11 Interpretation. The plural includes the singular and vice versa. The word including and other similar words do not imply any limitation. A reference to any legislation includes a reference to that legislation as from time to time amended, re-enacted or substituted, includes regulations, orders in council and other instruments from time to time issued or made under that legislation and, unless otherwise stated, is a reference to legislation of the applicable Territory.

11. Definitions

These meanings apply unless the contrary intention appears:

American Express means American Express Company and any Related Companies.

Anti-Money Laundering and Sanctions Law means rules, regulations or industry codes relating to anti-money laundering and counter-terrorism financing or economic or trade sanctions, including but not limited to: the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (NZ) and associated regulations, and any sanctions laws or trade embargos administered or enforced by the United Nations Security Council and the New Zealand Ministry of Foreign Affairs and Trade.

Authorisation means the process through which the Merchant requests approval for a given Transaction.

Business Day means any day except a Saturday, Sunday or public holiday in Auckland, New Zealand.

Card means each card supported by the Processor under the Merchant Agreement.

Cardholder means a person that has been issued with a Card.

Card Schemes mean the card schemes operated by Visa, MasterCard, American Express, UnionPay and JCB, and for the purposes of this agreement includes Eftpos NZ.

Card Scheme Rules means the rules and regulations which regulate participants in the Card Schemes (including where the requirements are "optional" but triggered by participation and the Merchant is participating).

CECS Standards means the standards administered from time to time by Payments NZ with regard to consumer electronic payments.

Claim means any action, cause of action, dispute, controversy, complaint, suit, litigation, proceeding, claim, demand or assessment, fine or similar charge whether arising in contract, tort or otherwise.

Consequential Loss means any loss or damage which, whether or not in contemplation of the parties at the time they entered into the Merchant Agreement, is not a loss or damage which may fairly and reasonably be considered to arise naturally (that is, in the usual course of things) from the breach or other act or omission. Consequential loss also means any of loss of opportunity, loss of goodwill, loss of contract, loss of income or revenue, loss or corruption of data or business interruption, loss of profit, losses associated with damage to reputation and loss of sales or goods.

Companies Act means Companies Act 1993 (NZ).

Digital Wallet means a pass through digital wallet such as GooglePay, ApplePay, SamsungPay, or any other original equipment manufacturer payment that allows a Cardholder to access a Card or any other Payment Method that the parties agree is a Digital Wallet.

Disputed Transaction means a Transaction:

a. that is an Invalid Transaction;

b. that in the Processor’s opinion is validly disputed by the holder of a Payment Method;

c. in relation to which other evidence is produced that establishes that the holder of the Payment Method has not received in part or in full cash from a cash out request by the holder of the Payment Method.

Eftpos NZ means proprietary debit card network operated by banks in New Zealand, and includes each participating bank (as applicable).

Eligible Data Breach means a “notifiable privacy breach” as defined in the Privacy Act 2020 (NZ).

Force Majeure Event means any event beyond the control of a party including act of God, fire, explosion, accident, pandemic, war, acts of terrorism or nuclear disaster, but excluding changes in Law.

Industry Code means the rules, requirements, systems, standards and procedures applicable to the payments industry in New Zealand from time to time, including the PCI Security Standards, and all such requirements of Payments NZ (including the CECS Standards).

Intellectual Property Rights means, in relation to a party, the rights of that party in and to: any copyrights, patents, designs, trade marks, trade names, business names, get up circuit layout rights; any applications for, or rights to obtain or acquire, any intellectual property rights; any information which may be protected by Law or by an order of any court or tribunal; and any techniques and know-how associated with computer systems and databases relating to the segmentation, storage, retrieval and manipulation of information and data, whether registrable, registered or unregistered and whether protected by Law in the Territory or elsewhere.

Invalid Transaction means:

a. a Transaction that is illegal (including breaching any Law governing, for example the sale of prescription medicines, controlled substances or other regulated products), fraudulent or undertaken in relation to an activity that the Processor prohibits or restricts, or that exceeds the Processor’s risk appetite (as notified from time to time);

b. a Transaction in respect of which:

i. the Transaction is not authorised by the Payment Method holder (including in circumstances where the Merchant would reasonably be expected to know this is the case);

ii. the Merchant did not actually supply the goods, services or cash to a genuine customer as required by the terms of the Transaction, or have indicated an intention not to do so;

iii. the Transaction did not relate to the actual sale of goods or services to a genuine customer;

iv. the Merchant did not comply with any requirements set by Processor and notified to the Merchant for the processing of the Transaction;

v. the currency is not in the Territory Currency (unless otherwise notified by the Processor);

vi. the Transaction receipt copies are not identical;

vii. the price charged is more than the normal price which is charged to the general public;

viii. the Transaction value exceeds any notified offline payment limit;

ix. the services were supplied from outside the Territory;

c. a Transaction in respect of which Processor reasonably suspects that the holder of the Payment Method, the Merchant or its employees, agents or contractors have acted fraudulently;

d. a Transaction dated after the suspension or termination of services under the Merchant Agreement;

e. a Transaction in relation to a Payment Method notified by the Processor not to be accepted;

f. a Transaction which in the Processor’s reasonable opinion has been split into two or more Transactions to avoid any imposed limits;

g. a Transaction that is processed more than once;

h. a Transaction that breaches any requirements imposed by Law, Card Schemes or the Processor; or

i. a Transaction that is submitted using the incorrect Merchant Category Code approved by the Processor.

JCB means JCB Co. Ltd. and any Related Companies.

Law includes: common law and principles of equity; any applicable laws made by the New Zealand parliament (and “laws made by the New Zealand parliament” include statutes, regulations, orders, rules, subordinated legislation and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them including any standards made by the Reserve Bank); any networks standard issued, and directions given by the New Zealand Commerce Commission; Anti-Money Laundering and Sanctions, Industry Code, and Privacy Requirements; and the Card Scheme Rules.

Loss means any liability of any kind, loss, claim, damage, interest, fine, penalty, fee, charge, cost or expense (including reasonable and properly incurred legal and other professional fees, costs and/or expenses).

Mastercard means Mastercard International, Inc and any Related Companies.

Merchant means the party entering into the Merchant Agreement with the Processor that is related to the Payment Services Agreement.

Merchant Agreement means the terms (and any documents) agreed to or referred to in the application process (including these Payment Processor Terms and Conditions) that comprise the agreement entered into between the Processor and the Merchant for the provision of the Services to the Merchant, including all Appendices, schedules and other documents incorporated by reference.

Merchant Data means the following information:

a. details of a Payment Method holder used in a Transaction (being name, address, email address, phone numbers and date of birth);

b. account specific information relating to the Payment Method used in a Transaction (being account number, Payment Method number, expiry date, transaction history, payment and credit history and credit limits);

c. details of the Transaction (including the goods or services purchased).

Nominated Account means an account owned and operated by the Merchant with a bank in the Territory.

Payment Method means a Card, Digital Wallet and such other payment instruments that the Processor supports under the Merchant Agreement.

Payments NZ means Payments NZ Limited, or any successor organisation or body.

Payment Processing Fee means any fee or charge imposed on the Merchant by the Payment Services Provider or under the Payment Services Agreement.

Payment Services Provider means Oolio NZ Limited (NZBN 9429049738292).

Payment Services Agreement means an agreement between the Payment Services Provider and the Merchant for the provision of the payment services in connection with the Merchant Agreement.

PCI Security Standards means the security standards set and governed by the PCISSC.

PCISSC means the global forum that is responsible for the development, management, education and awareness of the PCI Security Standards https://www.pcisecuritystandards.org/.

Personal Information has the meaning given to it in the Privacy Act 2020 (NZ).

Privacy Requirements means any Law applicable to the collection, storage and disclosure of personal information, including the Privacy Act 2020 (NZ) and Privacy Regulations 2020 (NZ), and, if applicable, any foreign law that applies to the collection, storage and disclosure of personal information.

Processor means Wpay New Zealand Limited (Company number 8214420).

Related Company has the meaning given to it in the Companies Act.

Reserve Bank means the Reserve Bank of New Zealand.

Rules means the bylaws, rules, regulations, documentation, manuals and any other instructions issued by the Card Scheme (other than the Card Scheme Rules), government agency or Payments NZ.

Security Standards means the PCI Security Standards and standards set by Card Schemes and any other such standards for point of sale systems as specified by the Processor.

Services means the services provided by the Processor to the Merchant under the Merchant Agreement.

Territory means New Zealand.

Territory Currency means New Zealand dollars.

Transaction means the use of a Payment Method to purchase products or services or to obtain a cash advance (if applicable).

UnionPay means UnionPay International Co. Ltd and any Related Companies.

Visa means Visa International Service Association and any Related Companies.