ZenPay NZ Ltd – Merchant WebPay Terms & Conditions

Definitions

AML/CFT means anti-money laundering and countering financing of terrorism, in the context of the AML/CFT laws.

AML/CFT laws means the New Zealand AML/CFT regime, including under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and its associated regulations.

Authorised Representative is a person who is authorised to sign this contract on behalf of the Merchant. This will be someone who is in a position to assert significant influence over, or substantively stand behind the actions of, the Merchant.

Beneficial Owner is a person who has effective control of the Merchant, owns more than 25% of the Merchant, or is a person on whose behalf a transaction is conducted.

ZPNZ Service (we or us) means the program used by ZenPay NZ Ltd NZBN 9429046402929 for the processing of Payments.

Card (or Account) means the credit, debit or other account nominated or used to make a Payment to you.

Card Scheme means a central payment network (e.g., Visa, Mastercard or American Express) that uses credit and debit cards to process payments.

Card Scheme Rules means the rules, regulations and standards which regulate participants in a Card Scheme.

Cardholder or Accountholder means the owner or signatory of the Card or Bank Account nominated to make a Payment to you.

Customer means a person who has an agreement to make Payments to you, or an entity with whom you act, for a service provided to the Customer. For the purposes of this agreement, it also includes any person who makes Payments via the ZPNZ Service on behalf of the Customer.

Disputed Payment means a Payment in relation to which we have identified or received notice of a complaint or dispute such that a charge-back may be required.

Fees means all establishment, Payment processing or other fees charged by us, as set out in clause 3 of this agreement.

GST means goods and services tax imposed in accordance with the Goods and Services Tax Act 1985.

Merchant (you) means the entity to whom Payments are payable and which are processed using the ZPNZ Service.

Nominated Bank Account means the bank account nominated by you for the purpose of receiving payments and for payment of any Fees due by you.

Nominee Director is an individual who is a director of a company who is required to carry out, or accustomed to carrying out, the role of director in accordance with the directions or instructions of another person who is not a director of the company.

Nominee General Partner is a person who is a general partner of a limited partnership and who is required to carry out, or accustomed to carrying out, the role of general partner in accordance with the directions or instructions of another person who is not a general partner of the limited partnership.

Nominee Shareholder is a person who is a shareholder of a company who is required to carry out, or accustomed to carrying out, the role of shareholder in accordance with the directions or instructions of another person who is not a shareholder of the company.

Payment in relation to a Customer means the amount a Customer pays to you when using the ZPNZ Service.

Payment Processing Fee means any processing or transaction fee applied by us and paid by either the Customer or you.

Website means the website of the ZPNZ Service operated by us.

1.     Agency

• Agency

You appoint us as your agent for the purpose of receiving Payments from a Customer. This appointment is limited to the performance by us of acts necessary to receive these payments from your Customers. We are not authorised to act on your behalf in any other capacity or to bind you in any other way.

• Authorisation

When you submit and confirm payment details, and thereby process a payment on the Merchant WebPay webpage or similar functionality provided by us, you are authorising us to collect that amount on your behalf.

2.   No Collection

You acknowledge that:

1. we are not a collection agent;
2. we are not responsible for collecting Payments nor are we liable if a Customer fails to pay any amounts due to you;
3. we are not obliged to do anything to recover outstanding Payments, participate in or resolve any dispute between you and a Customer or levy any charges that you may wish to impose on a Customer;
4. this agreement does not alter your relationship with your Customer; and
5. this agreement does not oblige us to deal with your Customers except to the extent necessary to assist in the receiving of Payments from them.

3. Payments and Fees

3.1 Payments

Payments, net of any Fees, will be transferred to your Nominated Bank Account within three banking days after the payment was made subject to normal banking and transaction processing operations.

3.2   Payment Processing Fee

A Payment Processing Fee is payable in relation to all Payments. You can choose to pass this fee onto the Customer or to absorb the fee using the options in the ‘Apply Processing Fee’ section on the Merchant WebPay facility. When a Payment Processing Fee is payable by you, these fees will be notified to you by us. When a Payment Processing Fee is payable by your Customer, the applicable fee will be displayed to the Customer before they process online payments. We may amend fees from time to time.

We will deduct the Payment Processing Fee from the total amount processed before remitting Payments to you. Should you choose to pass the fee on and you are processing the payment, you must disclose the fee to your Customer prior to taking their Payment.

We reserve the right to change Payment Processing Fees from time to time. Users are always notified of the Payment Processing Fee prior to making online payments.

3.3 Failed Payment Fee

In the event of a scheduled Payment being rejected by the Customer’s Card, bank, or other provider, you or the Customer will pay to us a Failed Payment Fee which will be automatically deducted from your Nominated Bank Account or your Customer’s Card or Account four days after we receive notification of the rejected payment. You can opt to advise us to on-charge this amount to the Customer instead of charging it to you.

3.4 Fees Not Refundable

To the extent permitted by the law, the Payment Processing Fee and other fees charged directly by us are not refundable under any circumstances.

3.5   GST

All Fees charged under this agreement shall be excluding GST (if any) unless otherwise specified.

4. Amendments to this Agreement

We reserve the right to vary or amend our Fees or services or any term of this agreement. We will notify you of such change via the Website or by notifying you directly. We make changes with immediate effect if they are required:

• to comply with law or an industry standard;
• to comply with the requirements of a third party such as a Card Scheme or a bank;
• for security purposes;
• to improve our services or extend our offerings;
• to protect our legitimate business interests; or
• to pass through any fee or price changes from third parties,

or if the change does not materially affect you in any detrimental way.

Otherwise, we will give you at least 14 days’ notice of such changes.

Any change will be effective from the date we notify you unless we specify a later date. If you do not accept the change, you can terminate this Agreement in accordance with clause 6.

5. Responsibilities

5.1   Our responsibilities:

1. transfer cleared funds due to you to your Nominated Bank Account;
2. notify you of any changes in laws, data security standards or other matters which we are aware have a material effect on the operation of this agreement; and
3. provide a reconciliation file for monies deposited, recalled, or refunded into your Nominated Bank Account.

5.2   Your responsibilities:

1. notify us of any change to your Nominated Bank Account by completing the nominated form and providing the required supporting documents. Changes could take up to five business days;
2. implement processes and procedures to ensure the security of any card numbers given to you in accordance with the principles of PCI DSS requirements;
3. comply with the Card Scheme Rules which prevail in the event of any inconsistency between them and this agreement;
4. comply with all relevant laws, including legislation, principles, industry codes and policies and including Privacy Laws;
5. comply with all our reasonable and lawful instructions in respect of payments;
6. promptly notify us of any change in your financial position which is reasonably likely to affect our or your ability to perform your obligations under this, or any related, agreement;
7. notify us if you have had Card Scheme or similar services terminated by any other acquirer;
8. notify us of any supply outside of New Zealand;
9. exercise care and take necessary precautions to prevent fraudulent, illegal or Disputed Payments from occurring;
10. ensure that you hold original written authorisation from your Customer for any Payments you process via the ZPNZ Service;
11. disclose your participation in the ZPNZ Service to any Customer if you are legally or otherwise required to;
12. not use your own card to process a payment;
13. not knowingly submit any transaction that you should have known is illegal or not permitted;
14. provide any additional information required by us for AML/CFT, fraud prevention or dispute management purposes;
15. notify us of the existence of, and provide additional information on, any beneficial owners, persons acting on your behalf, nominee directors, nominee shareholders, or nominee general partners.
16. inform us if you intend to change ownership or effective control or change your line of business in any way. Should this happen, we will be required to re-approve your use of our services;
17. only provide information that is true and accurate; and
18. provide to us and authorise usage by us of your logo, name or similar branding in conjunction with the ZPNZ Service.

6. Suspension and Termination

6.1 You or we may suspend or terminate this Agreement at any time. We will notify you if we terminate the Agreement and will give you reasonable prior notice where it is practicable to do so.

6.2 In addition to our general rights under clause 6.1, we may cancel or suspend this Agreement and/or any payment arrangements made under it immediately if:

1. we are required by a third party to do so;
2. we determine that is required or desirable to comply with any law e.g. under AML/CFT laws;
3. we have reason to suspect fraudulent, suspicious or unlawful activity associated with your Account; or
4. we cease operations.

In these circumstances we may not give you prior notice but will notify you as soon as reasonably practicable afterwards.

6.3     Liability for Termination

Termination of this Agreement will be without prejudice to our respective rights (including the right to damages) at law or in equity.

6.4 Obligations on termination

On termination, you must pay us any outstanding amounts payable under this Agreement including in relation to any disputes or chargebacks that arise post-termination. We will process this total payable amount upon termination of this agreement or when the amount becomes payable.

7. Acknowledgements

7.1 You agree that we, the acquirer, the Card Scheme operators, or our banking partners may audit and review:

1. your compliance with relevant laws;
2. your operations and processes supporting your obligations under this agreement;
3. any transactions processed under this agreement; and
4. any funds flow between you and us.

7.2  The parties agree that:

1. the services acquired under this Agreement are supplied and acquired in trade, both parties to this Agreement are in trade, and the Consumer Guarantees Act 1993 does not apply; and
2. you are not a retail client for the purposes of the Financial Service Providers (Registration and Dispute Resolution) Act 2008 (as defined in section 49 of that Act).

Note that we do not provide our services to persons who cannot confirm this.

ZenPay NZ Ltd is a registered Financial Services Provider (FSP1002729), registered for ‘Issuing or managing means of payment,’ and is a Financial Services Complaints Limited Dispute Resolution Scheme member (8849).

Statement required by the Financial Service Providers (Registration) Regulations 2020:

ZenPay NZ Ltd is not licensed by a New Zealand regulator to provide the payment services.

ZenPay NZ Ltd’s registration on the New Zealand register of financial service providers or membership of the Financial Services Complaints Limited Dispute Resolution Scheme does not mean that ZenPay NZ Ltd is subject to active regulation or oversight by a New Zealand regulator.

ZenPay NZ Ltd does not have a place of business in New Zealand. It may be more difficult for a New Zealand regulator or a New Zealand-approved dispute resolution scheme to help a person to resolve a complaint about the service.

A New Zealand regulator or a New Zealand-approved dispute resolution scheme is unlikely to be able to help customers outside of New Zealand to resolve a complaint about the service.

8. Indemnities

8.1. We indemnify you against any liability or loss that you may suffer or incur arising from a breach by us of our obligations under this Agreement.

8.2. You indemnify us against any liability or loss that we may suffer or incur arising from a breach by you of this Agreement. This indemnity includes any liability or loss that we are liable for to a third party arising from a breach by you of your obligations under this Agreement.

8.3. You indemnify and hold us harmless from and against all claims, costs, liabilities and expenses suffered or incurred by us as a result of us being obliged, for any reason, to refund Payments before or after the corresponding amount has been remitted to you. In certain circumstances, we will be obliged to recover Disputed Payments, collected on your behalf, from you.

8.4. You do not need to indemnify us for any liability or loss to the extent that it is caused by our negligence, wilful misconduct or fraud.

9. Card Scheme & Payment Account Provisions

9.1 Payment Account Acceptance

For all payment accounts, methods, or Cards that we agree with you to make available, you agree to:

1. equally accept Customer transactions and to not unfairly preference or discourage the use of any payment account, method, or Card;
2. have a fair, equitable and reasonable refund policy that is in accordance with industry standards and disclosed to your Customer at or before the time of purchase;
3. accept payment accounts or Cards subject to the provisions of Card Scheme, processor or acquirer rules, provisions or industry specific requirements;
4. authorise us to submit transactions to, and receive settlement from, Card Schemes, processors or acquirers on your behalf;
5. remove payment account, method or Card identification, logos and decals from your website, systems and premises upon the termination of this agreement or our provision of that payment account or Card to you;
6. not have libellous, defamatory, obscene, pornographic or profane material, or any instructions on your website that may cause harm to any individuals or to brands associated with the operators of the payment accounts, methods, or Cards;
7. confer on Card Schemes the third party right, but not the obligation, to enforce the terms of this agreement as necessary to protect the Card Schemes’ brands;
8. indemnify Card Schemes against any liability or loss that they may suffer or incur arising from a breach by you of this agreement; and
9. us disclosing transaction and other data about you to Card Schemes, processors, or acquirers to enable us and them to operate and promote services, perform contractual obligations, report and analyse data, and for other lawful purposes.

10.Disputed Payments, Chargebacks and Refunds

10.1   Responsibility

You bear all responsibility and liability for any reversed payments, Disputed Payments or other form of recovery of funds by us. You indemnify and hold us harmless from and against all claims, except to the extent that it is caused by our negligence, fraud, or wilful misconduct.

10.2 Notice

We will promptly notify you if a Payment is refunded by us, or if we receive notice of a Disputed Payment that might lead to such refund. You must do everything reasonably necessary to enable us to avoid having to refund Payments. This includes, for example, providing information about the goods and services you supplied and the Customer’s authorisation in relation to a Payment.

10.3 Resolution of Disputes

Notice of a Disputed Payment will be successfully refuted if you provide clear authorisation from your Customer that is subsequently accepted by your Customer’s or the Cardholder’s / Accountholder’s financial institution. Should the Disputed Payment not be refuted, you will need to resolve the matter directly with your Customer.

10.4 Refund

If we receive notice of a Disputed Payment and/or are required to refund or reverse all or part of any Payment to a Customer, a Cardholder, or an Accountholder their bank or a refund is otherwise debited from our account, then:

1. we will be discharged from any obligation to remit that amount to you;
2. you must reimburse us for that amount and/or we may set amounts due to you under this clause off against any other remittance due by us to you and/or deduct amounts from your Nominated Bank Account; and
3. the refund will be processed back to the card or account used in the originating transaction.

10.5 Recovery

If you pay money to us in accordance with paragraph 10.4 and we subsequently recover funds, then we will deposit the amount into your nominated bank account by electronic funds transfer.

11. Licences and Authority

You represent and warrant that you hold all statutory licences and authorities necessary for the operation of your entity and the collection of Payments. You acknowledge that we are not providing any payment facility in addition to our stated services.

12. Beneficial Owner or Person Acting on Behalf

You provide consent for us to undertake checks to confirm your identity and to confirm the beneficial ownership, and the identity of any persons acting on behalf, of you. These checks may involve confirming information using third party databases, and you consent to us sharing information about you with any such third parties for that purpose. Further, you confirm that you have obtained consent from any individuals who are Beneficial Owners, or who are persons acting on behalf, of you for their personal information to be shared with us and with those third parties’ databases for that purpose.

13. Authority to Credit and Debit

• Authority

You authorise us to credit and debit your Nominated Bank Account in accordance with the terms and conditions set out within this agreement.

• Payment Failure

Should the debiting of any amount due by you under this Agreement be unsuccessful, we will automatically retry after five business days. Should any amount remain unpaid by this time, we will attempt to contact you and we reserve the right to off-set any amounts due against any Payments due to you.

• Errors

1. You represent and warrant that the details of your Bank Account you provided to us are true and correct. You indemnify us from any claims made against us as a result of Payments made pursuant to incorrect information you have supplied.
2. You authorise us to debit your Nominated Bank Account by the amount of any previously credited amount that was subject to banking, system or human error and which has been notified to you.

Direct Debit Request Service Agreement

Terms and Conditions of Zepto Payments (NZ) Ltd (“Zepto”) Direct Debit Request (“DDR”) Service Agreement:

DEFINITIONS: in this Direct Debit Request Service Agreement, “Zepto” means Zepto Payments (NZ) Limited and “Zepto Platform” means the software platform and associated APIs provided and/or managed by Zepto for the purpose of providing payment processing services to the ZenPay NZ Ltd (ZPNZ). Zepto is the Direct Debit service provider utilised by ZenPay NZ Ltd for bank account processing in New Zealand.

AUTHORISATION: You request and authorise Zepto, on ZPNZ’s behalf, to arrange for Zepto’s financial institution to debit from Your nominated account any amount ZPNZ has deemed payable by You (these amounts may be regular variable payments or set instalments).

CHANGE OF TERMS: You acknowledge and agrees that ZPNZ may from time to time be required to amend these terms insofar as they relate to Zepto or the Zepto Platform if ZPNZ is required to do so by Zepto.

DEFERRING OR STOPPING A PAYMENT: Should you wish to defer a payment to another date, you must contact ZPNZ before the date of that payment to request the deferment. ZPNZ may request to stop an individual payment through the Zepto Platform or by contacting your bank, however, you will still be liable to make this payment to ZPNZ in accordance with these and other terms between you and ZPNZ.

CANCELLING THE PAYMENTS: You can cancel at any time through the Zepto Platform or by contacting your bank. Cancellation of the authority to debit your account will not terminate your contract with ZPNZ or remove your liability to make the payments you have agreed to with ZPNZ .

DISPUTES: If you dispute any debit payment, you are strongly encouraged to notify ZPNZ immediately, notwithstanding any notifications made to your bank. ZPNZ will respond to your dispute within 7 working days and will immediately refund the amount of the debit if ZPNZ is not able to substantiate the reason for it. If you do not receive a satisfactory response from the ZPNZ to your dispute, you may contact Zepto who will respond to you with an answer to your claim within 30 business days if your claim is lodged within 120 days from the disputed drawing.  You acknowledge and agree that Zepto is not obliged to investigate claims lodged more than 120 days from date of the disputed drawing.

BUSINESS DAYS: When the day to debit falls on a weekend or public holiday, the debit will be initiated on the next working day.

DISHONOURED PAYMENTS: It is your responsibility to ensure that on the due date cleared funds are available in your nominated account to meet the direct debit payment.

ENQUIRIES: You may direct enquiries about the Zepto Platform to [email protected].

OTHER USER RESPONSIBILITIES: In addition to those already mentioned, you are responsible for ensuring that your nominated account is able to accept direct debits.