ZenPay NZ Ltd     TravelPay Customer (Agent) Terms & Conditions

Definitions

Account means the account (bank, card or other) nominated or used by you for Payments, the payment of Fees and for the receipt of refunds.

Account holder means the owner or signatory of the Account nominated or used by you for Payments.

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 Customer. This will be someone who is in a position to assert significant influence over, or substantively stand behind the actions of, the Customer.

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

Fees means any fee applied by us and paid by either you or the Merchant.

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

Merchant or Supplier means the entity to whom Payments are payable and which are processed using the ZPNZ Service.

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 you means the amount you pay when using the ZPNZ Service.

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

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

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

1.     Contract

1. These Terms do not operate to vary or affect in any way the meaning, operation and effect of any other contract to which you are a party including, without limitation, the Supplier to which Payments are applied and any agreement regulating your use of the Account.

2.     Change of Ownership

• You must notify us of any material change of ownership that occurs and facilitate transfer of this Agreement to the new owners.

  • You provide consent for us to undertake checks to confirm your identity and beneficial ownership. These checks may involve confirming information using third party databases.

3.     Your Account

• You are responsible for ensuring that Payments you authorise will be fulfilled by the entity issuing the Account.
  • We are not responsible or liable in any way for any failure by any entity issuing the Account to remit Payments. You are liable for any and all expense, damage or loss incurred by us in the event of your misuse or unauthorised use or non-permitted use of the Account and you must reimburse any such amounts to us.
  • You acknowledge that Payments may be affected by circumstances beyond our control and that we do not warrant that your Account will operate on an error-free or uninterrupted basis.  We are not responsible for the payment of late payment fees or other any charges applied by a Supplier arising from your use of the ZPNZ Service regardless of why such fee was applied unless due to the wilful misconduct or fraud on the part of us.

  • You are solely responsible for the provision and confirmation of correct Payment details including, but not limited to, your details, amount and Payment reference. We will not be liable for any Payments made in accordance with details you provided or selected.

4.     Payment Procedures

• You will be deemed to have provided unconditional authorisation for the Account to be debited or charged with Payments when: you initiate a Payment via the ZPNZ Service; an integrated solution we provide, and/or a Payment is initiated via our support centre.
  • We will not be liable for any fraudulent or non-permitted use of the Account unless it is the act of our personnel. You must notify us immediately if the Account is subject to loss or un-authorised use. A notice given by the Customer under this paragraph will be deemed to cancel all authorisations to make Payments using the Account five days after we receive the notice.
  • Regardless of when we processes a Payment in accordance with these Terms, the Payment will not be regarded as completed unless and until the entity issuing the Account authorises and settles the Payment according to the settlement arrangements relating to the Payment. We will not be obliged to process a Payment after normal banking transaction times or on a day trading banks are not open for business until the next day upon which trading banks are open for business.
  • Payments made after banking cut off times will be processed as if they occurred on the next business banking day.
  • You release and indemnify us from and against any action claim, loss, proceeding, cost, liability or expense (a “Claim”) suffered or incurred by you in relation to, in connection with or as a direct or indirect result of any failure by you to make Payments unless that failure occurs due to a breach by us of these Terms or our own negligence, wilful misconduct or fraud.
  • As a separate, primary and severable liability, you indemnify and must keep us indemnified from and against any Claim suffered or incurred by us in relation to, in connection with or as a direct or indirect result of any 5.7 Payment (referred to under clause [7] below) or purported Payment subsequently being rejected, invalidated or disputed. It is not necessary for us to seek recovery or enforce any right against any other person or incur expense, loss, or damage or make Payment before enforcing a right of indemnity conferred by these terms and conditions.
  • You acknowledge that any Payments made under this agreement that are subsequently disputed or reversed or which we are required to refund by the entity issuing the Account, will not be forwarded to, or may be recalled from, the Supplier and you will be obliged to remake any such Payment due under the terms of your agreement with the Supplier. Should we be unable to recall or recover funds that have been disputed or reversed, you are responsible and liable for Payment to us of the outstanding funds.

  • We will make available a tax invoice complying with GST legislation via the Website or by contacting us.

5.     Cancellation or Stopping Payments

• You acknowledge that any Payments received by us (other than any Fees charged directly by us) are remitted by us to the Supplier and, accordingly, you must recover any Payments that exceed the amount due by you to the Supplier directly from the Supplier. You release and indemnify us from and against any dispute or claim arising from any Payment that is not actually due and/or payable.
  • We can terminate or limit the Payment arrangements contained in these Terms at any time with or without notice. We will notify you if this happens and will give you reasonable prior notice where it is practicable to do so. 
  • In addition to its general rights under clause 2, we may cancel or suspend any such Payment arrangements immediately if we are required by a third party to do so, determine that is required or desirable to comply with any law e.g. under AML/CFT laws, have reason to suspect any fraudulent or unlawful activity associated with your Account, or if we cease operations. In these circumstances we may not give you prior notice but will notify you as soon as reasonably practicable afterwards.

  • You acknowledge and agree that we have no involvement in, and no responsibility or liability for, the supply or delivery of goods or the performance of services between you and the Supplier and as such, you agree that all queries, disputes or refund requests in relation to these goods or services will be taken up directly with the Supplier. You indemnify us from any direct or subsequent loss, including administration and recovery costs, as a result of you not following the terms of this schedule.

6.     Privacy

• We will collect, use and store any of your personal information in accordance with our privacy policy (as varied from time to time). Full particulars of this policy are provided with these Terms and can be viewed on our Website. Without limiting the operation of our privacy policy, you expressly authorise us to disclose any of your personal or Payment information to the Supplier or to any bank, Payment processor or service provider used by us to operate the ZPNZ Service.

  • 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.

7.     Amendments to this Agreement

7.1            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.

7.2            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 8.

8.     Fees

8.1       We will charge you a processing fee for each payment made by you. When a Payment Processing Fee is payable by you, the applicable fee will be displayed to users prior to making online payments.

8.2       In the event of a Payment being rejected by your bank, card or other provider, you will pay to us a Failed Payment Fee which will be automatically deducted from your Nominated Account approximately four days after we receive notification of the rejected payment.

8.3       We reserve the right to change Fees from time to time.   

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

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

9.     AML/CFT

You agree that you will provide any additional information required by us for AML/CFT purposes. In particular, you agree to 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.

10. Acknowledgements

1. The parties agree that 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.
   1. The parties agree that 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.

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

ZenPay NZ Limited’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 Limited is subject to active regulation or oversight by a New Zealand regulator.

ZenPay NZ Limited 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.

Direct Debit Request

You request and authorise ZenPay NZ Ltd NZBN 9429046402929 (ZPNZ) and Zepto Payments (NZ) Ltd (Direct Debit Initiator Codes #1229972) (“Zepto” who is ZPNZ’s service provider) on behalf of ZPNZ with whom you have a direct debit agreement, to arrange through its own financial institution, to debit from your nominated account any amount ZPNZ has deemed payable by you in accordance with this agreement. This debit or charge will be made through the Bulk Electronic Clearing System (BECS) from your account held at the financial institution you have nominated below and will be subject to the terms and conditions of the Direct Debit Request Service Agreement. Zepto does not accept any liability for the provision, merchantable quality or fitness for purpose of the underlying goods or services provided to you by ZPNZ and therefore you hold Zepto harmless for any claim that may arise from the non-provision of services by ZPNZ or any other claim that may be made against ZPNZ.

Direct Debit Request Service Agreement (Bank Account Payments)

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 debit