Terms and conditions of use

eWAY Terms and Conditions

1. Recitals

1.1 eWAY is the owner of trademarks, patents, trade secrets, copyrights, processes, know how, registered designs or other

Intellectual Property and provides payment gateway services to online merchants.

1.2 eWAY has agreed to grant You with access to the Site, the Services, and use of certain Intellectual Property and Confidential

Information as set out in this Agreement.

1.3 All products of eWAY or an affiliate including the eWAY website, payment processing pages and online documentation

(collectively, the “Services”) are subject to the Terms and Conditions stated below.

1.4 By the use of the Site or the Services You agree to be bound by this Agreement. If You do not agree to the Terms and

Conditions set out below You must not use the Site or the Services.

2. Interpretation – Definitions

2.1 In these Terms and Conditions, the following terms have the following meanings:

“Account” means Your user name and identifying particulars supplied to eWAY at the commencement of this Agreement.

“Anniversary Date” means an anniversary of the Commencement Date.

“Agreement” means this agreement as amended from time to time including schedules and terms included by reference.

“Business” means all activities associated with on-line gateway transactions including purchases and refunds and includes

development of the Site, the Services and Intellectual Property.

“Card” means a debit, charge, credit or other financial transaction card (including a virtual card) issued by a bank or financial

institution.

“Cardholder” means the person acquiring goods or services from You and payment for the goods or services is processed

through use of the Services.

“Cardholder Data” means information supplied by You to eWAY about the Cardholder, including but not limited to the

Cardholder’s name, Card details, address and contact details.

“Card Scheme” means any scheme for the issue of Cards operated by a bank or financial institution and includes, without

limitation, Mastercard, Visa, American Express, JCB, Discover and Diners Club.

“Commencement Date” means the first day of the month in which you register on the Site.

“Confidential Information” means all information acquired created or commissioned by eWAY during the course of or in

connection with the Business by eWAY, including information about eWAY, the Business, processes, systems, equipment,

dealings, transactions, policies, finances, organisation or personnel, or about those of its Customers, Third Party Service

Providers, or anyone associated with it or them, unless that information is readily available to the public, and shall include (but

not be limited to) eWAY’s principles, policies, procedures, Intellectual Property and other documents, or material which eWAY

may direct You to treat as Confidential Information.

“Copyright Material” means any work or other subject-matter in which copyright subsists or is capable of subsisting under

the Copyright Act 1994 (NZ) or equivalent legislation.

“Customer” means You and all users of the Site and the Services.

“Customer Information” means all customer information about customers including name, address, contact details, use of

Services, their arrangements with eWAY and their Internet Merchant Facility details.

“eWAY” refers to eWAY New Zealand Limited Company Number 1908736 and its related bodies corporate.

“Fees” means the fees charged by eWAY:

(a) as set out in the Fee Schedule; or

(b) as set out in any custom quote provided by eWAY.

“Fee Schedule” is a schedule of fees set by eWAY at its sole discretion for use of the Site and the Services. The Fee Schedule

can be found at https://eway.io/nz/plans-pricing .

“GST” means any tax in the nature of a tax on or on the supply of goods, real property, services, or other things (or similar tax)

levied, imposed or assessed by the New Zealand Inland Revenue Department pursuant to the Goods and Services Tax Act

1985 (NZ), which may operate at any time during the currency of this Agreement, other than any interest, fine, penalty, fee or

other payment imposed on or in respect of such tax.

“Intellectual Property” means all intellectual property rights of eWAY whether in relation to the Site or Services or otherwise

and includes all or any of the following:

a. the Trade Marks of eWAY whether in relation to the Site or Services or otherwise;

b. the Trade Name or any other trade name under which eWAY sells, provides or distributes its Services;

c. the technical and other information or expertise devised, developed or acquired by eWAY or its employees or others

applied in the development, servicing and sale of the Site or Services and in the management and operation of the

Business;

d. copyright of eWAY in any written material, plans, designs, logos, slogans, labels, insignia or other work relating to the

manufacture, merchandising, displaying, promotion and selling of the Site or Services; and

e. the designs, whether or not registered or protected by copyright devised or acquired by eWAY and applied to the

Business, the Site or Services.

“Live Gateway” a functioning gateway linked to Your Merchant Bank that allows processing of transactions.

“Merchant Bank” a financial institution that provides internet merchant facilities for the use of processing credit card

transactions via the Internet.

“Processes” include technologies, products, devices, processes or techniques.

“Services” means the services provided by eWAY to You under this Agreement.

“Site” means eWAY’s web site www.eway.io/nz

“Terms and Conditions” means these terms and conditions as amended from time to time, and other terms incorporated by

reference.

“Test Gateway” a gateway that allows You to test the functionality of the Services, without processing transactions to Your

Merchant Bank.

“Third Party Service Providers” mean those third parties engaged by eWAY to provide services to eWAY or You.

“Third Party Services” means those services provided by Third Party Service Providers which You may subscribe to, in

accordance with this Agreement.

“Trade Name” means ‘eWAY’ or other trading name of eWAY New Zealand Limited.

“Trial Period” a period of 30 days after the earlier of the date you register on the Site or the commencement of Services.

“Trade Marks” means the existing or future trade marks owned, used or developed by eWAY during the term of this Agreement

“You” and “Your” includes all persons entering this Agreement with eWAY and where the context allows includes your partners,

officers, employees, consultants, contractors and agents.

3. Interpretation – General

3.1 In this Agreement, unless the context otherwise requires:

3.1.1 references to any “party” means a party to this Agreement and includes the successors, executors, administrators

and permitted assignees (as the case may be) of that party.

3.1.2 where a party consists of more than one person, the liability of those persons under this Agreement is joint and

several.

3.1.3 references to any document include references to that document as modified, novated, supplemented, varied or

replaced from time to time.

3.1.4 references to a month or a year are references to a calendar month or calendar year.

3.1.5 all references to legislation include any re-enactment of, or amendment to, that legislation and all legislation passed

in substitution for that legislation.

3.1.6 references to a “person” include an individual, firm, company, corporation or unincorporated body of persons, any

public, territorial or regional authority, any government, and any agency of any government or of any such

authority.

3.1.7 a reference to a time of day means the time in New Zealand.

3.1.8 headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of

such section.

4. Overview of the Services

4.1 eWAY provides a gateway to process Card transactions through a Site. The Site has access to an administration area to allow a

merchant to view transaction reports, update details, request refunds and perform other administrative tasks relating to

transactions processed via eWAY.

4.2 eWAY’s gateway connects to Your Merchant Bank, allowing You to process Card transactions online through Your website. This

operates by You posting specific data to the Live Gateway, which then connects to Your Merchant Bank via various eWAY

connections. eWAY then receives the result of the transaction, be it successful or failed, which is then passed back to Your

website.

4.3 eWAY provides online reports of completed transactions and support to merchants via either phone or email.

5. Formation of Contract

5.1 You agree and acknowledge that You have entered into a legally binding and enforceable contract with eWAY by transacting

with eWAY.

5.2 In consideration of eWAY agreeing to Your use of the Site and/or the Services, You agree to comply with this Agreement.

5.3 You agree to be bound by any additional terms and conditions (“additional terms and conditions”) that you have accepted in

subscribing for Third Party Services, and that such additional terms and conditions are incorporated by reference into this

Agreement.

6. Commencement and Term

6.1 Where You have requested the Services be provided on an annual basis, this Agreement:

6.1.1 is for a minimum term expiring 12 months after the Commencement Date (unless otherwise agreed in writing);

6.1.2 shall be automatically renewed on the Anniversary Date; and

6.1.3 will continue for successive 12 month periods unless either party gives the other written notice of termination at

least 30 days before the expiry of the relevant term.

6.2 Where You have requested the Services be provided on a monthly basis, this Agreement will automatically renew each month,

until either party gives the other one months’ prior written notice of termination.

7. Acceptance of Terms

7.1 Before using the Site, You should read this Agreement (and any additional terms and conditions and related agreements)

carefully and ensure that You understand ALL of the Terms and Conditions. If You do not agree to ALL Terms and Conditions,

then You must not use the Site or the Services.

7.2 This Agreement and any terms incorporated by reference in this Agreement override any terms or conditions previously

published by eWAY.

7.3 Each time a transaction is processed on the Live Gateway, through Your Account, whether the transaction result is successful

or not, You are agreeing to the Terms and Conditions.

7.4 You agree to act in compliance with all applicable laws and Card Scheme rules (including the requirements of the PCI-DSS

Standard) (including those relating to privacy and the collection, storage and use of personal and sensitive information, data

security, cyber security and electronic transactions) and in accordance with all reasonable directions given by eWAY from time

to time which are in compliance with those laws and rules.

7.5 Without limiting the requirements of clause 7.4, for any purpose related to the Services, You agree to only use information

systems which are fully compliant with all applicable laws and Card Scheme rules.

8. Amendment

8.1 eWAY may amend this Agreement (including, but not limited to, the Services and the Service Fees) at any time by posting the

Agreement incorporating the amendments (‘Amended Agreement’) on the eWAY website, and following provisions apply to any

such amendment.

8.2 The Amended Agreement will come into effect and apply from the Amendment Effective Date, which is, subject to this clause,

immediately on the date the Amended Agreement is posted on the eWAY website.

8.3 If an amendment will have a material impact on You, eWAY will give You notice of the amendment at least 30 days before the

Amendment Effective Date.

8.4 If you do not agree to an amendment which will have a material impact on You, You must before the Amendment Effective

Date notify eWAY by written notice setting out the amendment, the material impact and that You do not agree, in which case

(i) the Amended Agreement without that amendment will apply to any Service provided to you after the Amended Agreement

is posted but before the Amendment Effective Date and (ii) you must cease using the Services on the date immediately prior to

the Amendment Effective Date. Your continued use of the Services on or after the Amendment Effective Date constitutes

your acceptance of, and agreement to, the Amended Agreement including the amendment.

9. Access

9.1 eWAY, the developer of the Site and the Services, grants You non-exclusive access to the Site and the Services via an account

upon these Terms and Conditions. The Site and the Services, including any upgrades thereof and any code, program or software

given to You to enable Your use of the Site or Services, shall remain the property of eWAY.

10. Restricted Use

10.1 You will not use the Intellectual Property or Confidential Information to manufacture, have made, use or market a similar site or

similar services in any location nor will You use the Intellectual Property or Confidential Information for any purpose other than

expressly permitted by eWAY in writing. Where eWAY has indicated to You that the whole or any part or parts of the

Intellectual Property comprises Confidential Information You will not at any time during this Agreement or after its termination

or expiry disclose such Confidential Information to any person without obtaining eWAYs’ express prior written consent. You will

take such steps as may be necessary to ensure that any of Your servants or agents do not disclose such Confidential

Information including any Intellectual Property.

10.2 You may not and warrant that You will not:

10.2.1 copy, produce, transmit, transcribe, store in a retrieval system, or translate in any language (natural or computer) any

part of the Site, the Services, Intellectual Property or Confidential Information;

10.2.2 transfer or attempt to transfer any part of the Site, the Services, Intellectual Property or Confidential Information or

Your right to access them or otherwise make them available to any other person;

10.2.3 attempt to discover eWAY’s source code;

10.2.4 sublicense, rent or lease any portion of the Site, the Services, Intellectual Property or Confidential Information;

10.2.5 reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the

Site or Services, or create derivative works from the Site, the Services, Intellectual Property or Confidential

Information, except so far as such actions are permitted by applicable law notwithstanding this limitation or are

approved in writing by eWAY;

10.2.6 use the Site, the Services, Intellectual Property or Confidential Information for any illegal purpose;

10.2.7 allow Your Account to be used for any illegal purpose; or

10.2.8 allow Your Account to be used by another person for any purpose.

11. Password Policy

11.1 Your password for access to MYeWAY must:

11.1.1 be a minimum of 8 characters long;

11.1.2 contain at least one lowercase letter, one uppercase letter, and one number; and

11.1.3 be unique and must not be the same as your 5 most recent passwords.

11.2 Passwords will expire every 60 days and You will be prompted to change your password after logging in.

12. Limited Trial

12.1 Upon entering into this Agreement eWAY grants You a Trial Period during which eWAY warrants that no termination fees will

be payable if You terminate this Agreement in writing and cease all use of the Site and Services.

12.2 You must notify eWAY at least seven (7) days prior to the end of the Trial Period if you wish to terminate this Agreement at

the end of the Trial Period.

12.3 eWAY may refund the payment of the upfront annual fee and transaction fees paid by You, where applicable, if this Agreement

is terminated in accordance with clause 12.2.

13. Fees

13.1 During the term of this Agreement You must pay to eWAY the Fees.

13.2 Where applicable, you warrant that You understand and agree to the fee structure as outlined in the Fee Schedule. You warrant

that You understand and agree that all transactions sent to the eWAY Test Gateways are FREE of charge, and that any

transaction sent to the eWAY Live Gateways, whether successful or unsuccessful, purchase or refund, will be charged the

Fees.

13.3 eWAY in its sole, absolute and unfettered discretion reserves the right to change any Fees charged for the Services or use of

the Site at any time. In the event of an increase in a Fee that amended Fee will become payable at the earlier of:

13.3.1 30 days after a notice in respect of the fee is posted on this Site; or

13.3.2 30 days after notice is given to You.

13.4 If eWAY introduces a new Service, any Fees for the use of that Service are applicable from the commencement of the new

Service unless otherwise stated and by using that Service You warrant that You agree to the Fees applicable to that Service as

set out in the Fee Schedule.

13.5 Unless otherwise stated Fees are exclusive of GST and quoted in New Zealand dollars.

13.6 No refund of fees is offered after the conclusion of the Trial Period.

13.7 You must pay to eWAY on the due date (and unless otherwise agreed by way of Card or direct deposit payment):

13.7.1 all charges specified in this Agreement.

13.7.2 any amount payable by You arising from Your use of the Site or Services.

13.8 Any amount for which You are liable to eWAY under this Agreement in respect of any breach of the Agreement or otherwise.

13.9 You authorise eWAY to charge all monies payable to eWAY under this Agreement to Your Account.

13.10 At its sole discretion, eWAY may set off any transaction funds payable to You against any fees payable to eWAY by You.

13.11 eWAY will pay any monies payable to You by such method as eWAY may reasonably choose.

14. Infringement

14.1 If You learn of any infringement or threatened infringement of the Intellectual Property or Confidential Information; or

14.1.1 any common law passing-off which may cause deception or confusion to the public by a third party, or

14.1.2 any infringement or threatened infringement of the Intellectual Property or Confidential Information;

You must immediately notify eWAY in writing giving particulars of the infringement or threatened infringement.

14.2 eWAY will at its sole discretion institute and prosecute an action in respect of the infringement.

15. Costs for Breach

15.1 If eWAY is required by You or by an order sought by You to participate in any litigation in which You are involved whether under

subpoena or order of a court of competent jurisdiction, including complying with any order for discovery or attending court to

give evidence, You shall bear all costs incurred by eWAY in connection with the provision of such participation including eWAY’s

costs for taking legal or other professional advice or representation on a full indemnity basis.

15.2 Further, You agree and acknowledge that where You take any action including legal action against or involving eWAY You will

provide security for such costs to eWAY upon written demand.

16. Termination

16.1 Either party may terminate this Agreement at any time and without a reason by giving at least 30 days written notice to the

other party.

16.2 Any fraudulent or damaging activities or attempts to compromise the eWAY Site or Services will give eWAY a right to

immediately terminate this Agreement and Your use of the Site and Services.

16.3 eWAY shall have the right to terminate this Agreement immediately by written notice to You if:

16.3.1 You become insolvent or unable to pay Your debts in the ordinary course of business.

16.3.2 In the case of an individual, if a petition for bankruptcy is presented or in the case of a company, if a receiver or

administrator is appointed.

16.3.3 In the case of a company, You permit an order to be made or a resolution to be passed for the winding up of the

company.

16.3.4 You permit or propose a compromise or arrangement to be made between You and any of Your creditors.

16.3.5 You assign all or part of Your assets for the benefit of any creditor.

16.3.6 You or any of Your Directors are convicted of a criminal offence which in the case of an individual could carry a term

of imprisonment or in the opinion of eWAY has or has the potential to cause damage or injury to the reputation and

standing of eWAY.

16.3.7 You purport or attempt to transfer, assign or deal with this Agreement or the Site or Services without the written

consent of eWAY.

16.3.8 In eWAY’s reasonable opinion, the processing of Your transactions exposes eWAY to an unacceptable level of risk

16.4 eWAY shall have the right to terminate this Agreement by notice in writing if:

16.4.1 You fail to pay monies payable to eWAY on the due date or breach another term of this Agreement.

16.4.2 You purport to or use the Site, the Services, Intellectual Property or Confidential Information in a manner not

approved by eWAY.

16.4.3 You (or any of Your directors or anyone on Your behalf) do or neglect to do anything which in eWAY’s opinion is

likely to bring disrepute upon eWAY.

16.4.4 You engage a competitor of eWAY to provide similar services to those provided by eWAY.

16.4.5 You have not remedied a breach (if it is capable of remedy):

16.4.5.1 in the case of any obligation to comply with any statutory law or regulatory obligation relating to the

Business the use of the Site or Services, within 7 days of written notice from eWAY; or

16.4.5.2 in the case of any other obligation, within 14 days of written notice from eWAY.

16.4.6 Your conduct or actions directed to eWAY or its representatives is deemed to be unconscionable, unreasonable, or

inappropriate as reasonably determined by eWAY.

16.5 Notwithstanding clause 16.3 or 16.4, if You have been guilty of any breach, non-observance or non-performance of the same

obligation twice in any one year period, or if eWAY has given notice on not less than two occasions in any 12 month period,

eWAY may terminate this Agreement immediately by written notice to You without prior warning or notice if a third or

subsequent breach, non-observance or non-performance occurs within a period of 6 calendar months from the second or last of

such occurrences.

16.6 If You breach this Agreement:

16.6.1 eWAY shall be entitled to recover damages from You for breach. Such entitlement shall be in addition to any other

right or remedy which eWAY may have. The acceptance by eWAY of arrears of monies shall not constitute a waiver

of Your continuing obligation to pay monies on the due date.

16.6.2 in circumstances where eWAY considers damages are not a sufficient remedy eWAY may seek injunctive relief

against You and You will not oppose applications seeking injunctive relief as may be brought by eWAY in respect of

Your use or proposed use of the Site or the Services.

16.7 Termination of this Agreement no matter how arising shall be without prejudice to the rights and obligations of the parties

existing up to and including the date of expiry or termination including the right of the party terminating to seek and obtain

damages for any breach of this Agreement by the other party or the other party’s servants or agents.

16.8 Termination on instructions from Your Merchant Bank

16.8.1 Without prejudice to any other right of eWAY under this Agreement, if Your Merchant Bank requests that eWAY

terminate Your use of the Site and/or the Services or this Agreement for any reason eWAY may do so immediately

without Notice being given.

16.8.2 In the event of termination on instructions from Your Merchant Bank You indemnify eWAY and hold eWAY harmless

in respect of any loss or damage arising from such termination no matter how such loss or damage arises.

17. Rights of Parties on Termination or Expiry

17.1 On and from termination or expiry of this Agreement:

17.1.1 You shall immediately discontinue the use of the Site and the Services and cease to use the Intellectual Property,

Confidential Information, and any other signs, displays or advertising material which contains reference to eWAY.

17.1.2 You shall not represent or advertise that You were formally using eWAY.

17.1.3 All fees previously paid remain the property of eWAY and You agree to make no claim in respect of such Fees. You

must further pay to eWAY any fees that have accrued but are unpaid as at the date of the termination or expiration.

17.1.4 You shall immediately pay to eWAY without any deduction or right of set off all sums of money which may be due or

payable by You to eWAY.

17.1.5 You shall deliver up to eWAY or its nominated representative all stationery, literature and materials which refer to

eWAY or any Intellectual Property, or Confidential Information.

17.1.6 You will ensure that all references to eWAY are removed within 7 days of termination, from all websites, telephone

and other directories, directory assistance records, membership rosters and from any other publication.

17.1.7 You shall immediately remove, paint out or cover all notices, display and advertising material which refers to or may

be associated with eWAY. If You fail to carry out Your obligations within 7 days of termination, then eWAY shall

have the power (without incurring any liability to You) and without Your consent save the authority hereby given by

You to remove such references at Your expense which expense You shall pay upon demand.

17.1.8 You shall immediately return to eWAY or its nominated agent all items which may have been loaned to You by

eWAY.

17.1.9 eWAY shall retain title and ownership of, and is under no obligation to provide You with any Card data or Cardholder

Data, in any form.

17.1.10 The Cardholder Data will be retained by eWAY and held and stored by eWAY in accordance with its obligations as

set out in clause 25.1.

18. Limit of eWAY Liability

18.1 The Site and Services are designed to merely clear transactions or data to Your selected New Zealand bank using the existing

payments network. eWAY accepts no responsibility for the delivery of the transactions to the eWAY server. These transactions

may come from a variety of sources (e.g. web, phone operator, database etc). It is Your responsibility to ensure that these

details are correct (e.g. correct card number, amount) and securely passed to the eWAY server.

18.2 You release and indemnify eWAY from any and all loss or damage arising out of any loss of data or corruption of data during the

transfer of such data to eWAY.

18.3 To the extent permitted by law, eWAY excludes all representations and warranties, express or implied, other than those

contained in this Agreement. Where eWAY is found to be liable for breach of any warranty guarantee or condition implied by

statute and which eWAY cannot lawfully exclude, eWAY ‘s liability is limited (to the extent permitted by law) at the option of

eWAY to the following:

18.3.1 in the case of any programming or software supplied or offered by eWAY:

18.3.1.1 to the supply of those programs or software or programs or software of similar functioning again; or

18.3.1.2 to the payment of the cost of having those programs or software supplied again; or

18.3.2 in the case of Services supplied or offered by eWAY:

18.3.2.1 to the supply of the services again; or

18.3.2.2 to the payment of the cost of having services supplied again.

18.4 eWAY, its related bodies corporate, its directors and its employees accept no liability for any loss (including loss of revenue or

anticipated profits, loss of goodwill, loss of business, loss of data, computer failure or malfunction), or injury or any direct,

indirect, consequential, special, punitive, or other damages caused by or as a result of:

18.4.1 Your use of or inability to use the Site or Services;

18.4.2 any virus or other harmful, or potentially harmful, code which may be transmitted in connection with Your use of the

Site or Services;

18.4.3 eWAY ‘s negligence or the negligence of any of its related bodies corporate, directors, officers, shareholders,

employees, providers or agents arising from or related to this Agreement, the Site and the Services;

18.4.4 Your provision of incorrect information; or

18.4.5 Your loss of information or data.

18.5 eWAY’s liability for any loss or damage under this Agreement or any law is reduced by the extent that You have caused or

contributed to such loss or damage.

19. eWAY Warranty

19.1 eWAY warrants that the use of any or all of the Intellectual Property according to this Agreement in connection with the Site or

Services does not result in the infringement of third party intellectual property rights.

19.2 eWAY indemnifies You against any losses, costs, actions, claims, demands, expenses, judgments, court orders or other liabilities

arising directly out of or in connection with any claim made against You by a third party on the grounds that by virtue of rights

to which such third party lays claim, under letters patent or copyright (whether registered as a design or not) or any other

similar right or claim, such third party is entitled to prevent or interfere with Your use of any or all of the Intellectual Property

pursuant to this Agreement.

19.3 The Site is provided by eWAY on an “as-is” basis and the only obligations on eWAY are set out in this Agreement. eWAY gives

no warranty or condition, express or implied other than those expressly set out herein. eWAY does not warrant that the

functions contained in the Site and the Services provided will be uninterrupted, always available or error free, that defects will

be corrected, or that the Site, or eWAY’s hardware or computer systems are free of viruses or other harmful components or

programs. eWAY does not warrant or make any representations regarding the accessibility or the use or the results of the use

of the Site or the Services. You hereby acknowledge that You have relied on Your own enquiries and inspection in relation to

the Site and the Services including “Test Gateway” transactions and the use of the Site and Services during the Trial Period

before entering into this Agreement and using the Site or the Services.

19.4 eWAY does not give a warranty of completion of transactions. eWAY does not warrant that any Merchant Bank or financial

institution will complete a transaction. eWAY accepts no liability associated with such risks. You agree that You accept these

risks and indemnify and hold harmless eWAY in respect of such risks.

19.5 Where the Consumer Guarantees Act 1993 (NZ) applies to the supply of services under this Agreement, You may have

additional rights under that Act.

19.6 Where the services that You acquire from eWAY are not of a kind ordinarily acquired for personal household or domestic use or

consumption or where You acquire or hold yourself out as acquiring the Services for the purposes of a business, the provisions

of the Consumer Guarantees Act 1993 (NZ) will not apply and are excluded from this Agreement.

20. Your Indemnity

20.1 In this clause “eWAY” includes parent companies, subsidiaries, officers, directors, employees and agents of eWAY New Zealand

Limited. You indemnify and hold harmless eWAY against any claim, loss, liability, cost or expense, including legal costs on a full

indemnity basis, made against or incurred by eWAY in relation to:

20.1.1 personal injury or death;

20.1.2 property damage;

20.1.3 economic loss;

20.1.4 civil or criminal penalty;

20.1.5 consequential loss;

20.1.6 or arising out of:

20.1.6.1 any breach by You of this Agreement; or

20.1.6.2 any negligent or criminal act or omission by You.

20.1.7 Your provision of data, including Cardholder Data, to eWAY in order for eWAY to perform the Services.

20.2 Your indemnity includes all claims, demands, proceedings, damages (actual, special or consequential) of every kind and nature,

known and unknown, including but not limited to demands, proceedings, damages (actual, special and consequential) of every

kind and nature taken by any third party due to or arising out of Your breach of this Agreement or by Your violation or breach of

any law or any rights of a third party.

20.3 You agree and acknowledge that You and not eWAY are liable for all loss and damage no matter how arising which is caused or

contributed to by Your use or misuse of the Site or the Services.

20.4 You indemnify and hold eWAY harmless in respect of any loss or damage sustained by You as a result of eWAY’s refusal to

renew or enter into an agreement with You and agree and acknowledge that eWAY’s refusal does not amount in anyway to a

restraint of trade.

20.5 You indemnify eWAY in respect of all loss or damage no matter how arising caused by unauthorised, illegal or improper access

to the Site or the Services from any terminals or access points within Your control, custody or power.

21. Authorisation for Corrections

21.1 You authorise eWAY to correct any errors on Your account. You acknowledge that such correction does not create any

obligation on the part of eWAY to ensure the ongoing accuracy (or to warrant the previous accuracy) of the information on

Your account.

22. Marketing

eWAY reserves the right to use Your company or trading name in any promotional or marketing material it deems fit. This may be in the of

form print, TV, radio or multimedia (including web). Example uses may include promotional flyers, or website case studies.

You have the right to unsubscribe from marketing or promotional emails from eWAY.

23. Confidentiality

23.1 You acknowledge and undertake to eWAY that:

23.1.1 all information, documents, data and any other material which is provided by eWAY to You or Your directors, officers,

employees and agents in connection with this Agreement and all copies of such information, documents, data and

material made by You or Your directors, officers, employees and agents or a third-party is and remains the property

of eWAY;

23.1.2 You will use the Confidential Information for the sole purpose of the exercise of the rights and performance of the

obligations under this Agreement;

23.1.3 You will only disclose the Confidential Information to such of Your officers, employees, agents and advisers to

whom it is necessary to disclose the Confidential Information for the purposes of this Agreement and the use of

the Site and the Services;

23.1.4 You will not, and will ensure that Your officers, employees, agents and advisers will not, use, provide or disclose the

Confidential Information to any person, other than as expressly permitted in this clause;

23.1.5 You will take all steps necessary to prevent or stop, and comply with all reasonable directions of eWAY in respect of,

suspected or actual breaches of, or defaults under this clause;

23.1.6 You will promptly notify eWAY if You suspect, or become aware of, any unauthorised access, use or disclosure of

any of the Confidential Information and will give eWAY (at Your cost if the unauthorised access, use or disclosure is

as a result of a breach of, or default under, this Agreement) all reasonable assistance in connection with any action

which eWAY may take, or proceedings which eWAY may institute, in respect of the unauthorised access, use or

disclosure; and

23.1.7 You will, and will procure that Your employees, officers, agents and advisers will, return to eWAY all Confidential

Information and delete all electronic copies upon termination or expiry of this Agreement.

23.2 You agree that You will not during the term of the Agreement, or at any time after the termination of the Agreement

(howsoever this may occur) disclose to any other person (without the previous consent in writing by eWAY) either directly or

indirectly, any Confidential Information relating to eWAY of which You became possessed whilst subject to this Agreement, nor

use of any such Confidential Information in any manner which may cause or be calculated to cause injury or loss to eWAY

howsoever arising.

23.3 You must treat as confidential all information gained during the term of this Agreement that relates to Customers of eWAY and

utilise Your best efforts to ensure that any employees or agents under Your supervision or control comply with the terms of

this clause 23.

24. Intellectual Property

24.1 This Agreement does not grant You any proprietary rights in the Intellectual Property.

24.2 You will not at any time during or after the expiry or termination of this Agreement, contest or challenge in any legal

proceedings or otherwise the proprietorship of eWAY in the Intellectual Property.

24.3 You shall not in any manner represent that You have any proprietary rights in the Intellectual Property.

24.4 In so far as the Intellectual Property or any components of the Intellectual Property are the subject of registrations or

applications for registrations under applicable statutes, You shall do nothing to challenge, oppose, dispute or impugn the

validity of such applications or registrations and shall take all necessary steps as may be required by eWAY to assist in

maintaining or obtaining such registrations.

24.5 If You become aware of any claims against or infringements of any rights associated with the Intellectual Property, then You

shall immediately notify eWAY and eWAY at its sole discretion may elect to defend or prosecute any action relating to the

Intellectual Property. In relation to any proceedings or claims to protect or defend the Intellectual Property, You, if required by

eWAY, shall render all assistance including if necessary, providing evidence and being named as a party to any legal proceedings.

24.6 At the expiry or termination of this Agreement, all of Your rights to use the Intellectual Property shall cease.

24.7 eWAY may change the Intellectual Property which You are permitted to utilise at any time for any reason.

24.8 You may not use the Intellectual Property in a manner which may, as determined by eWAY, place the Intellectual Property at risk

of loss or loss of value to eWAY.

25. Cardholder Data

25.1 eWAY will hold and store the Cardholder Data in accordance with the requirements of the Privacy Act 1993 (NZ) (“Privacy Act”)

and applicable industry standards, including but not limited to, the Payment Card Industry Data Security Standard (“PCI”) and

eWAY’s data retention policy.

25.2 You acknowledge and agree that:

25.2.1 you have no right to the Cardholder Data or to access the Cardholder Data; and

25.2.2 eWAY has no obligation to provide you with the Cardholder Data or access to the Cardholder Data.

26. Privacy

26.1 In this clause, “Personal information” has the same meaning as it has in the Privacy Act.

26.2 eWAY agrees, in relation to Personal Information which You disclose to eWAY pursuant to these Terms and Conditions:

26.2.1 not to do an act, or engage in a practice, that would breach a requirement of the Privacy Act; and

26.2.2 not to authorise any subcontractor to do an act, or engage in a practice, that would breach a requirement of the

Privacy Act.

26.3 You agree that an act done or a practice engaged in by eWAY, or by a subcontractor, for the purposes of meeting (directly or

indirectly) an obligation under these terms and conditions is authorised by this clause for the purposes of the Privacy Act, even

if the act or practice is inconsistent with the Privacy Act or a relevant privacy code that applies to eWAY or a subcontractor.

26.4 You warrant that all Personal Information which You disclose to eWAY is up-to-date, complete and relevant to the purpose for

which it was disclosed to eWAY, and that the disclosure of the Personal Information by You is not a breach of the Privacy Act.

27. Prior Agreements

27.1 This Agreement supersedes any prior agreement between the parties whether written or oral. Any such prior agreements are

cancelled but without prejudice to any rights which have already accrued to either of the parties under those agreements.

28. Rights Cumulative

28.1 All rights granted to either of the parties shall be cumulative and no exercise by either of the parties of any right under this

Agreement shall restrict or prejudice the exercise of any right granted by this Agreement or otherwise available to it.

29. Costs

29.1 You shall pay Your own costs of entering into and complying with this Agreement.

30. Set Off

30.1 eWAY shall have the right to set-off against any payment due by eWAY to You against any amount owed to eWAY by You.

Upon termination or expiration of this Agreement for any reason, You shall pay any amount due to eWAY immediately with no

right to set-off.

31. Waiver

31.1 The failure by eWAY to enforce at any time or for any period any one or more of the Terms or Conditions of this Agreement

shall not be a waiver of them or of the right at any time subsequently to enforce all Terms and Conditions of this Agreement

and no custom or practice of the parties at variance with the terms of this Agreement shall constitute any waiver of eWAY’s

rights.

32. Force Majeure

32.1 Neither party shall be considered in breach of this Agreement where performance of its obligations under the Agreement is by

any cause beyond the reasonable control of the parties rendered impossible or delayed.

32.2 If the reason for the inability to perform or delay in performance referred to in clause 32 continues for a continuous period of

30 days, either party may by written notice to the other terminate this Agreement without penalty.

33. Bank Referrer

33.1 eWAY may act as a referrer for a bank or financial institution. As a referrer, eWAY may receive a referral fee from the bank or

financial institution.

34. Severability

34.1 Any provision of this Agreement, which is or becomes unenforceable for any reason will be ineffective or severable to the

extent only of such unenforceability or invalidity and will not invalidate the remaining provisions.

35. Performance

35.1 Each party must take all steps, execute all documents and do everything reasonably required by any other party to give effect

to the transactions contemplated by this agreement.

36. Notices

36.1 All notices must be in writing and be given to a Party by any one of the following means:-

36.1.1 by delivering it to the physical address of the party,

36.1.2 by sending it to the mailing address of the party by pre-paid mail,

36.1.3 by emailing it to the email address of the party,

as notified in writing by the party to the other party who is giving the notice.

36.2 A notice is deemed to have been given

36.2.1 if given in accordance with 36.1.1, the next business day after the day of delivery.

36.2.2 if given in accordance with 36.1.2, 3 business days after the date of posting.

36.2.3 if given in accordance with 36.1.3, the next business day after sending provided that the recipient acknowledges

receipt of the email.

37. Governing Law and Jurisdiction

37.1 This Agreement is subject to the laws of New Zealand.

37.2 Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.

POLi™ Terms & Conditions

Your downloading, installation and use of the POLi™ Software, and your use of the POLi™ Service, are subject to the following terms and conditions (Terms). By downloading the POLi™ Software or using the POLi™ Service, you agree to be bound by the Terms in respect of POLi™.

These Terms apply separately to each and every payment or attempted payment made using Your internet banking facilitated by POLi™. Your ability to use POLi™ will only expire in accordance with these Terms or if a Merchant no longer accepts the POLi™ Service.

If you do not agree to any of these Terms, then you must not download, install or use the POLi™ Software, or use the POLi™ Service. If you do not agree, then do not accept these Terms, and do not continue with your POLi™ session.

Definitions

In these Terms, unless the context otherwise requires:

POLi Payments means POLi Payments Pty Ltd ACN 105 393 664;

Merchant means the merchant from whose website you are entering a session using the POLi™ System to initiate a payment to the merchant (and that party’s successors and assigns),

NPP means the New Payments Platform.

Terms means the terms and conditions as in force at the time when you enter a session using the POLi™ System;

You refers to each person who downloads the POLi™ Software or uses the POLi™ System.

We, Us, Our, and Ours each mean POLi Payments, the Merchant and their respective affiliates, licensors and service providers;

POLi™ means the POLi™ Software and the POLi™ Service;

POLi™ Service means the web-based service that facilitates your use of your internet banking services or mobile application services provided by your financial institution for making a payment to Us by way of electronic transfer from your account held with that financial institution;

POLi™ Software means the application software that POLi Payments makes available for you to download and use under these Terms, for the purpose of accessing the POLi™ Service.

POLi™ Software

By downloading, installing, or using the POLi™ Software, or accessing and using the POLi™ Service you agree that:

POLi Payments owns all of the Intellectual Property and rights in POLi™;

You will only use the POLi™ Software to access and use the POLi™ Service in accordance with these Terms, and for no other purpose;

You will not modify, adapt, translate or create derivative works based upon the POLi™ Software;

You will not reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the POLi™ Software;

You will use POLi™ to initiate a payment from your account held with your financial institution, and not from any other account;

You will not monitor or alter the execution of POLi™ using tools external to POLi™;

You will not alter the inputs, outputs or internal data of POLi™ while executing;

Your access to and use of any third party software or websites, including any goods, services, software or information made available from such sites, is governed by the third party’s terms and conditions, if any, and is at your own risk;

You will not use the POLi™ Software while located in countries that are subject to U.S.A. export restrictions, including Cuba, Iran, Iraq, Libya, North Korea, Sudan, and Syria;

You will not use the POLi™ Software, or access and use the POLi™ Service, to carry on business in, or partake in, any of the prohibited business or industry lists designated by Us, which are available here and updated from time to time.

Subject to the provisions in the ‘Disclaimer and Indemnity’ section below, POLi™ is provided “as is” without any warranty or indemnity of any kind by POLi Payments;

This agreement is enforceable like any written contract signed by you.

POLi™ Services

The POLi™ Service is not a credit payment service.

The services available to you using the POLi™ Service are limited to:

1) If you are using the ‘pay by bank account’ method:

facilitating your use of an electronic funds transfer from your account held with your financial institution, to the Merchant’s bank account, once you are logged into the internet banking system of a financial institution supported by POLi™ with whom your bank account is held, and populating the relevant fields of screen for transferring funds to the Merchant’s account; and

confirming your financial institution’s transaction number, issuing you with a receipt and notifying Us of same.

2 If you are using the ‘pay by POLi™ Payments PayID’ method:

Facilitating your use of an electronic funds transfer from your account held with your financial institution, to the Merchant’s bank account, by way of the processes set out in the POLi™ Payments PayID FAQ (a copy of which is available here, as updated from time to time).

Under both methods, the POLi™ Service gives you the ability to make purchases from the Merchant online from your account held with your financial institution, without the need for you to use a credit card or a scheme debit card.

You agree and acknowledge that:

The POLi™ Service operates separately from your financial institution’s products and services (such as your bank account held with your financial institution), and that your financial institution’s terms, conditions and policies will separately apply to your use of their products and services, including the transfer of funds from your bank account to a third party account.

If You use the ‘pay by POLi™ Payments PayID’ method, the payments and transactions (including NPP related payments made in error) will be subject to the applicable regulations, procedures, rules, codes, terms and processes of the NPP as well as that of the NPP participants, overlay service providers (if any) and NPP intermediaries, including third-party service providers of POLi™.

If We use POLi™ to process a refund or return of a previous payment that you initiated using POLi™, then that refund or return is to be directed to the same account from which the original payment was initiated.

The performance of a POLi™ Service (including response or payment times) will depend on factors outside of POLi™’s control (or the control of POLi™’s service providers and/or agents), including the performance of the Merchant’s website and business systems, mobile applications, processes, rules, codes, procedures and policies of the financial institutions involved in the transactions, and the rules and systems and processes of the intermediaries and participants (including NPP participants where applicable), the state of the relevant telecommunications network and their interconnections and network congestion, and / or the occurrence of any force majeure event impacting our business or the business of our service providers or agents.

By utilising the POLi™ Service, you warrant that the account from which you are initiating the payment is your account, that you are permitted under the terms and conditions of your account held with your financial institution to make such a payment to the Merchant, and that you have the capacity and are authorised to make payments from the account from which that payment was made.

Your Internet Banking Facilities and Software

By making POLi™ available to you, We are not making any representation that we or POLi™ have the approval or, an affiliation with, or any licence from or agreement with your financial institution or the financial institution of the Merchant(s) to operate or make POLi™ available for use by you.

In order to access and use the POLi™ Service, you may be required to download certain pre-requisite third party software, that is required for the POLi™ Software to operate. Your download of that third party software is subject to the terms and conditions imposed by the licensor of that software.

Disclaimer & Indemnity

We will not be liable to you or any other party for any loss or damage, however caused that you may directly or indirectly suffer in connection with your use of POLi™, including, without limitation, any loss or damage that arises as a result of your download or use of the third party software referred to above, except to the extent that such loss or damage arises as a direct result of Our fraud or wilful misconduct.

To the extent permitted by law, We disclaim all warranties and conditions, express or implied, in respect of POLi™ and your use of POLi™ Service including, without limitation, implied warranties and conditions of merchantability and fitness for a particular purpose, the process timeframe or performance of POLi™. Where any applicable law (including, without limitation, the Competition and Consumer Act 2010 (Cth)) prohibits Us from excluding or modifying any implied warranty or condition, such warranty or condition will be deemed to be included in these Terms, provided that if permitted by law, and where it is fair and reasonable to do so, Our liability for breach thereof will be limited (at Our option) to either resupplying the service, or paying the cost of resupplying the service, in respect of which the breach occurred, and otherwise will be limited to the maximum extent permitted by law.

In no event will We or Our respective directors, officers, employees or agents be liable to you or any other party for any consequential, special, indirect or punitive loss or damages, nor for any lost profits, lost business or lost data, even if advised of the possibility of such losses or damages. The foregoing limitations apply regardless of the causes or circumstances giving rise to such loss, damage or liability, even if such loss, damage or liability is based on negligence or other torts or breach of contract including, without limitation, fundamental breach or breach of a fundamental term, except to the extent that the loss, damage or liability arises as a direct result of Our fraud or wilful misconduct.

You will indemnify Us and keep Us harmless from and against any claim made against us by any party arising out of any breach by you of any of your warranties or obligations under these Terms or arising out of your unauthorised, improper or illegal use of POLi™, except where such claim arises as a direct result of Our fraud or wilful misconduct.

Your Obligations

You will ensure that your access to or use of POLi™ is not illegal or prohibited by laws that apply to you.

By using POLi™ or by requesting us to block or unblock your use of the POLi™ Service as set out in these Terms, You confirm that you are fully aware of the nature of the transactions and requests and the impact that it may have on your personal and / or business financial position. You confirm that you enter into any transactions or requests (as applicable) at your own will and will take your own precautions to ensure that you will have sufficient and legitimate funds to fund the relevant transaction.

You will take your own precautions to ensure that the process that you use for accessing or using POLi™ does not expose you to the risk of viruses, malicious computer code or other forms of interference that may damage your computer system. For the removal of doubt, to the maximum extent permitted by law, We do not accept responsibility for any interference or damage to your computer system that arises in connection with your use of the POLi™ Software.

Where you use the ‘pay by POLi™ Payments PayID’ method, you agree to and acknowledge the processes, limitations and conditions of use (if any) and other details set out in the POLi™ Payments PayID FAQ (referred to above) in connection with any payment transaction.

Fees

We do not charge You a fee for using the POLi™ Service. The Merchant may charge a fee for use of the POLi™ Service; this fee may vary from time to time. You can obtain information about such fees from the Merchant’s website at the time of purchase.

Complaints, Unauthorised Transactions, Mistaken Transactions or Transactions Made in Error

If You believe that there has been an unauthorised or mistaken transaction, or a transaction that was made in error, You should contact your financial institution and endeavour to address the issue under the terms and conditions applicable to your internet banking facility.

You may also wish to contact the Merchant to whom the payment was made to in order to resolve the matter. Alternatively, You may contact Us by clicking here.

If you have any complaint, You should follow our Dispute Resolution Policy by clicking here.

Blocking and unblocking your use of the POLi™ Service

You may contact Us via the email risk@polipayments.com or call Us on 1300 060 653 if you wish to request for your access to the POLi™ Service to be blocked. Blocking your access to use the POLi™ Service means that:

If you are using the ‘pay by bank account’ method – you will still be able to log into the internet banking system of a financial institution supported by POLi™ with whom your bank account is held, but no funds transfer will be facilitated by POLi™ from the bank account(s) you have nominated for blocking purposes. If you have more than one bank account held with a financial institution, it is your responsibility to notify Us and specify at the time of request which of the accounts (or all of the accounts) are to be included for the purposes of us blocking your use of the POLi™ Service. For example, if you have two bank accounts held with your financial institution, and you do not wish for POLi to facilitate an electronic funds transfer from both bank accounts to the Merchant’s bank account, then you must nominate and specify the details of both accounts when requesting Us to block your access to the POLi™ Service. If you only specify one of your two bank accounts to Us in this case, then the block to your use of the POLi™ Service will only apply to that bank account, and you will continue to have access to the POLi™ Service for the other bank account which was not nominated by You.

If you use the ‘pay by POLi™ Payments PayID’ method - you are currently not able to request for your access to the POLi™ Service to be blocked. We’re aiming to work towards a solution to facilitate this and will update these Terms once a solution is finalised.

We will promptly action your request following receipt of your request to block your use of the POLi™ Service and any checks that we may reasonably carry out to verify your identity (or such person(s)’ identity(ies) where they act on your behalf). We will confirm once your access to use the POLi™ Service has been blocked.

You agree and acknowledge that once your access to use the POLi™ Service has been blocked by Us, the POLi™ Service will not be available to you for use for a period of 6 months from the date it is blocked.

Following the expiry of the 6-month period and subject to the below paragraph, if you wish to unblock your use of the POLi™ Service, you may contact us via the email or telephone number stated above. Unblocking your use of the POLi™ Service means that the services will be available to you from the time it is unblocked by Us following your request, and services will operate as described under ‘POLi™ Service’ section (above).

At our discretion and subject to us obtaining any supporting documentation from you (or person(s) acting on your behalf) and any identity checks or verifications as we may reasonably require in connection with this request, we may unblock your use of the POLi™ Service. We will confirm once your access to use to use the POLi™ Service has been unblocked. Should you wish to request for your access to use the POLi™ Service to be blocked following this, the same process described above shall apply. Alternatively, if we decide to not unblock your use of the POLi™ Service upon your request above, the block will remain effective for such time until it is unblocked (following the same process above).

Please refer to our Community Wellbeing page which sets out general information to support our customers, including those who find themselves in vulnerable circumstances.

Privacy

You agree that you have read and understood, and agree to our privacy statement, a copy of which is available here.

Legal Construction

These Terms will be governed by, and interpreted according to, the laws of Victoria, Australia and you consent to submit to the jurisdiction of the courts of Victoria.

Without limiting the above, a party will not be liable for any failure to comply with these Terms where such failure is due to circumstances beyond that party’s reasonable control.

If We waive any rights available to Us under these Terms on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any of these Terms conditions are held to be invalid, unenforceable or illegal for any reason, it will be read down to the extent of the invalidity, unenforceability or illegality, and the remaining terms and conditions shall nevertheless continue in full force.

These Terms constitute the entire agreement between you and Us concerning your use of POLi™.

The Terms that were available from Our website at the time of Your transaction will apply to that transaction.

While We retain the right to unilaterally vary these Terms without notice, that variation would only apply to subsequent use of the POLi™.

Disclaimer

This web site and its contents are the property of POLi Payments Pty Ltd and are subject to copyright according to Australian law.

Whilst POLi Payments Pty Ltd has sought to ensure that the content of this site is correct and current at the time of publication, it is for general information only and is not to be relied upon as being complete or accurate. POLi Payments Pty Ltd takes no responsibility for any error, omission or defect therein. The content is further subject to change from time to time.

POLi Payments Pty Ltd does not endorse any merchant or bank, their websites, or any goods or services provided by them. These are the responsibility of the relevant merchant and/or bank. POLi Payments Pty Ltd has no control over these. Concerns about these should be directed to the relevant merchant and/or bank.

To the extent that this website contains links or references to third party websites, these are provided for convenience only. POLi Payments Pty Ltd does not endorse the products and/or services of any third party site owner.

Zip General Terms & Conditions

Updated 04 November 2021

Please ensure you read these terms and conditions carefully. By clicking to accept the terms and conditions you agree to be bound by these terms and conditions and your Payment Schedule which together form our agreement (“Agreement”). The information we collect in respect of this Agreement is subject to our Privacy Policy. These terms and conditions may change from time to time. However, the version provided to you on the date of your Payment Schedule will apply to that Payment Schedule.

These terms and conditions and your Payment Schedule form your Agreement with us. Any future Payment Schedule we agree to give you will relate to a new Agreement with us.

This Agreement is not a consumer credit contract under the Credit Contracts and Consumer Finance Act 2003, and, as such, the protections for debtors contained in that Act do not apply to this Agreement.

PARTIES

This Agreement is between Zip Co NZ Finance Limited (referred to as Zip, us, we or our) and you (referred to as you or your).

DEFINITIONS

2.1 In this Agreement, unless the context otherwise requires:

“Business Day” means any day other than a Saturday or Sunday on which registered banks are open for ordinary banking business in Auckland, New Zealand.

“Card” means a validly issued New Zealand credit or debit card that you have used or added to your Zip account.

“Goods” means the goods or services you are buying from the Retailer.

“GST” means goods and services tax chargeable under the Goods and Services Tax Act 1985.

“Instore Code” means the alphanumeric code, barcode or QR code generated by the Platform when you apply for a code to use Zip instore at a Retailer.

“Late Fee” means a NZ$8 fee payable every week the relevant payment or part of the payment has not been paid in accordance with the Payment Schedule.

“Payment Date” has the meaning given to it in the Payment Schedule.

“Payment Schedule” means the fortnightly payment plan, showing the amounts you owe us and the date on which such amounts are due and described on our Platform as the Zip Payment Schedule.

“Privacy Policy” means our privacy policy available at https://zip.co/nz/privacy-policy/.

“Platform” means the Zip platform available in both web and app form.

“Retailer” means a partner retailer or other retailer who has integrated their systems with the Platform.

“Spending Limit” means the amount specified in the Platform as your spending limit from time to time.

“Transaction Value” means the full amount of the Goods as charged by the Retailer, including any GST and shipping costs (if any).

WHAT WE AGREE TO DO

If you comply with the terms of this Agreement, we will pay the Transaction Value to the Retailer for the Goods on your behalf.

WHAT YOU AGREE TO DO

4.1 You agree to pay us in accordance with the Payment Schedule. You also agree to pay Late Fees in the circumstances described in section 6.

4.2 You agree that we can charge your Card in accordance with the Payment Schedule and any Late Fees payable. You agree to have available funds on your Card at the time we charge it.

4.3 You are responsible for any fees or costs that your bank may charge you because of us taking any payment or attempting to take any payment from your Card in accordance with the Payment Schedule.

4.4 You agree to pay all amounts without any set off or other deduction whether or not you have any issue or dispute with respect to the Goods or the Retailer and whether or not you currently own or have the Goods in your possession.

4.5 You can make a partial prepayment of one or more payments (but not part of a payment) under your Payment Schedule. We will decline a part prepayment of a scheduled payment. You can make a full prepayment of any amounts you owe under your Payment Schedule at any time. For the avoidance of doubt, you will not be charged any fees for any full or partial prepayment.

4.6 If the Retailer has paid a refund to us, we will apply any refund as a partial or full prepayment of your Payment Schedule first to the last payment, and working backwards to the other payments. Depending on the amount of the refund, it is possible that the Payment Schedule is reduced by 1 or more payments or in full.

4.7 If the refund referred to at clause 4.6 above is greater than the total of all amounts owing under your Payment Schedule, we will promptly transfer the excess amount to your Card. When the refund will appear on your Card depends on your bank and can take up to 7 Business Days.

4.8 When you purchase any Goods via a Retailer’s ecommerce site using the Platform or using an Instore Code, Zip will charge your Card 25% of the actual purchase price of the Goods on the date of this Agreement and take payment of the remainder of your payments in accordance with your Payment Schedule and the terms of this Agreement.

4.9 You acknowledge that we collect merchant service fees from Retailers. You are not required to pay these.

TRANSACTIONS OVER SPENDING LIMIT

5.1 If the Transaction Value exceeds your Spending Limit, you may be given the option to pay the difference on the first payment.

For example, your Spending Limit is $400, and you would like to make a purchase with a $500 Transaction Value.

Payment 1 – $100 (+$100 difference between Spending Limit and price of Goods)

Payment 2 – $100

Payment 3 – $100

Payment 4 – $100

5.2 Your Spending Limit is dependent on a number of factors including information gathered from third parties, your Zip repayment history, where you’re shopping, and any outstanding Zip payments you owe us (across any of our products).

NONPAYMENT AND LATE FEES

6.1 We will attempt to take a payment of any amount due to us on a Payment Date from your Card on each Payment Date. If we cannot take payment from your Card on a Payment Date, you authorise us to attempt to take payment of both the payment under your Payment Schedule and any Late Fees set out in clauses 6.2 and 6.3 below from your Card:

three days after the original Payment Date;

if that is not successful, seven days after the original Payment Date; and

if neither of those are successful, ten days after the original Payment Date.

6.2 If we have not received a payment due to us by 11:59PM on the relevant Payment Date:

your right to use the Platform will automatically be frozen, meaning you will no longer be able to make purchases with Retailers using the Platform until we say you can, and

we will immediately add a Late Fee to your account on the Platform unless you have notified us of a genuine dispute under clause 11.

6.3 If we have still not received a payment due to us by 11:59PM seven days after the original Payment Date, we will immediately add a further Late Fee to your account on the Platform unless you have notified us of a genuine dispute under clause 12.

6.4 Your bank may charge you fees for any failed payment.

6.5 We can at reasonable intervals try and take any overdue payment and any Late Fee from any Card you have used or added to your account on the Platform.

6.6 We can choose to waive or defer any Late Fee. The total of all Late Fees we charge you in relation to this Agreement is capped at $40.

6.7 You agree that if you do not pay us an amount you have agreed to pay under this Agreement on time, we may appoint a third party collection agency to collect any amounts owing and this does not require your consent or agreement. We will act in accordance with any applicable laws when appointing a third party collection agency.

6.8 You must pay us any reasonable costs we incur as a result of appointing a third party collection agency to collect any amounts owing, and these costs are payable if we demand them any time after we incur them.

YOUR RELATIONSHIP WITH THE RETAILER

7.1 Your relationship in relation to the Goods you have purchased is with the Retailer. Where you purchase Goods which are paid for through the Platform, your consumer rights in relation to those Goods are governed by New Zealand law, including the Consumer Guarantees Act 1993 and that Retailer’s terms and conditions and policies.

7.2 You acknowledge and confirm that we are not responsible or liable for Goods purchased from Retailers which are paid for through the Platform.

7.3 You are responsible for verifying the suitability, reliability and identity of any Retailers you purchase Goods from. We do not make any warranty or guarantee in relation to Retailers or any Goods that they supply.

7.4 We do not guarantee or have any responsibility for:

the suitability, quality or merchantability of any Goods purchased by you;

the availability or delivery of any Goods; or

any other responsibilities of the Retailer.

7.5 You agree to contact the Retailer if you have any issue with the Goods or if you wish to return any Goods.

7.6 Any full or partial return of the Goods is subject to the Retailer’s returns policy. All communications with respect to any return must be made with the Retailer. We cannot deal with any of these matters.

7.7 Nothing in this Agreement limits or restricts your rights under New Zealand consumer protection legislation, including the Consumer Guarantees Act 1993 (where you are a “consumer”), and the Fair Trading Act 1986.

INTEREST AND FEES

8.1 The Agreement charges no interest, has no establishment, administration, processing, monthly or weekly fees and no fee is charged for you to have an account and log on with us.

8.2 In the event of a non-payment of a payment, a Late Fee is charged in accordance with clause 6 above

COMMUNICATIONS

9.1 You agree that if we need to get in touch with you we can text the mobile number you have provided to us on the Platform or use the email address that you have provided to us on the Platform.

9.2 We consent to receiving notices or other communications from you in electronic form.

9.3 You agree to receive statements, notices and any documents that we are required to give you in relation to your Payment Schedule and your Agreement by electronic communication through the Platform.

ASSIGNMENT

10.1 You may not assign, novate or otherwise transfer any part of this Agreement without our consent.

10.2 We may assign or otherwise transfer this Agreement, any rights we have under this Agreement, any Payment Schedule or any payment to a third party without giving you notice or obtaining your consent (unless required by law). Any person we transfer our rights to will have the same rights that we do. If we assign this Agreement, any rights we have under this Agreement, any Payment Schedule or any payment, this will not affect our obligations to you.

10.3 You agree that we may disclose any information or documents we consider desirable to help us exercise our right at clause 10.2 including personal creditworthiness information to persons involved in providing funds by way of securitisation.

DISPUTE RESOLUTION

11.1 If you have any concerns or dispute with us or our service, please contact us on:

Contact form

Phone: 09 489 8144

Address: Zip Co NZ Finance Limited, Level 13, 5 – 7 Byron Avenue, Takapuna, Auckland

We are registered under the Financial Service Providers (Registration and Dispute Resolution) Act 2008.

GENERAL

12.1 You agree that if any of these terms and conditions are unlawful or does not meet any duty that we need to comply with at law, that term will be changed to be lawful or to comply with the law. That term will only be changed as needed and will not affect the rest of these terms and conditions.

12.2 Our Agreement shall be governed by and interpreted in accordance with the laws of New Zealand. We and you agree that the courts of New Zealand shall have non-exclusive jurisdiction.