Terms & Conditions

1. Our Payment Service

a. RewardPay (NZ) Limited (NZBN 9429050053483) (RP, we, us, our) provides a Payment Service to enable our customers (Organisation, you, your) to pay business expenses to eligible suppliers (Payees) and to receive rewards (see paragraph 1.c below (Rewards)) for those payments.

b. An Organisation can earn Rewards on business expenses in two ways:

i. we pay the business expense on behalf of the Organisation and charge an Eligible Card to enable the Organisation (or its authorised cardholder) to receive Rewards for payments made with that card; or

ii. the Organisation transfers funds from the Organisation’s Bank Account into the RP Bank Account by direct credit / bank transfer and, once we have received those funds, we pay the business expense on behalf of the Organisation and Rewards to the Organisation.

c. In addition to any membership or loyalty rewards offered by the Card Issuer of the Organisation’s Eligible Card, the Organisation may be eligible for other Rewards which we offer from time to time as set out on our website, www.rewardpay.co.nz. Clause 25 sets out some important provisions regarding Rewards.

d. That’s it in a nutshell, but of course, there is fine print about how our Payment Service works, eligibility to use the service, what limits apply to use of the service and the kinds of suppliers, payments and payment methods available through the service. The fine print is in two parts: clauses 1 to 25 (the Main Terms), which apply to everyone and to every Eligible Card and Rewards programme we offer; and the Appendices, which contain the extra detail that applies only to a particular Eligible Card, Payment Scheme or Reward Partner. If the two ever conflict, the Main Terms win, unless an Appendix says clearly that a particular provision applies instead for that card or programme. When an Account is created, this means that the Account Holder has, on behalf of itself and the Organisation, read and accepted the fine print set out in this document, including any appendices and schedules (Agreement).

e. All terms and conditions in this Agreement which apply to use of our Site are binding on anyone who accesses the Site, irrespective of whether or not they are eligible to use our Payment Service.

f. Any person who creates or attempts to create an Account on our Site:

i. consents to the collection, use and disclosure of their personal information in accordance with this Agreement;

ii. warrants that they are authorised by the Organisation to accept this Agreement on behalf of the Organisation and to disclose the Organisation’s information to us;

iii. agrees to comply with all terms and conditions in this Agreement which apply to the Account Holder; and

iv. acknowledges that they are responsible for obtaining reimbursement from the Organisation for any charges made by us, in accordance with a Payment Instruction, to an Eligible Card which is a personal card.

g. You accept and agree that:

i. we are a payment service provider only – we are an intermediary and our responsibility is limited to making Payments on behalf of an Organisation to its Payees in accordance with the Organisation’s Payment Instructions;

ii. we do not get involved in and are not responsible for an Organisation’s dealings with its Payees or for the goods or services for which Payment has been made by us in accordance with the Organisation’s Payment Instructions; and

iii. if those goods or services are unavailable, not delivered or are defective, or there is some other issue between the Organisation and the Payee, then the Organisation is responsible for resolving these issues with its Payees, and we do not have any responsibility or liability in these circumstances.

2. Eligibility to use our Payment Service

a. Our Payment Service is only available for payment of business expenses. It is not available for payment of personal expenses. It is also only available for payment of business expenses for goods and services supplied and invoiced in New Zealand.

b. Individuals transacting privately, sole proprietors of a business, trustees of a trust, partners of a partnership, registered companies, registered associations, registered co-operatives and statutory bodies, in each case with a valid and active NZBN, are eligible to use our Payment Service (Organisation).

c. To use our Payment Service, an Organisation must authorise an individual to set up an Account and to act on behalf of the Organisation as its ‘Account Holder’. An Organisation’s Account Holder must:

i. be at least 18 years of age and capable of forming a legally binding contract;

ii. have valid contact details, including a contactable mobile phone, valid email address and valid New Zealand residential address; the Account Holder and Organisation are responsible at all times for ensuring these details are correct and complete;

iii. be resident in New Zealand; and

iv. be ‘connected’ to the Organisation under one of the following categories:

A. the Account Holder is a sole proprietor, in which case the Account Holder and the Organisation are the same person;

B. the Organisation is a partnership, and the Account Holder is a natural person who is a partner in that partnership or, where the partners are registered companies or trusts, the Account Holder is a natural person who is a director, officer or authorised representative of one of the partners;

C. the Organisation acts as trustee of a trust and the Account Holder is a natural person who is a trustee of that trust or, where the trustee is a company, the Account Holder is a natural person who is a director, officer or authorised representative of the trustee;

D. the Organisation is a registered company, registered association, registered co-operative or statutory body and the Account Holder is a director, officer or authorised representative of that entity; or

E. the Account Holder is an individual transacting privately, in which case the Account Holder and the Organisation are the same person.

d. Before our Payment Service can be used, the verification process set out in clause 3 must be completed. We reserve the right to decline access to our Payment Service for any reason, including where we are not able to complete the verification process to our satisfaction.

3. Account set up and verification

a. In order to use our Payment Service, an Organisation must:

i. authorise an Account Holder to create an Account and confirm electronically that the Organisation accepts this Agreement;

ii. provide details of the Organisation;

iii. verify the Organisation’s identity by providing any additional information requested by us;

iv. provide the name and email address of any Beneficial Owners of the Organisation;

v. provide the required Source of Funds Documentation to activate Bank Payments; and

vi. if the Organisation intends to pay business expenses by Card Payment, provide details of at least one Eligible Card.

b. If the Account Holder does not confirm acceptance of this Agreement on behalf of itself and the Organisation, we will not be able to create an Account for the Organisation and the Organisation will not be able to use our Payment Service. If the Account Holder confirms acceptance, this means that the Account Holder has read the Agreement in full and, by accepting, the Account Holder warrants that the Organisation has authorised them to accept this Agreement on its behalf and the Organisation agrees to be bound by it.

c. When an Account is created, we will verify the mobile phone number of the Account Holder by sending an SMS verification to their mobile number. We verify the Account Holder’s personal identity using an electronic identity verification process in accordance with our legal obligations, including under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT Act), and our Identity Verification Statement. The Account Holder is required to read our Identity Verification Statement and confirm (on our Site) their consent to our collection and use of their identification documents in accordance with that statement. If the Account Holder does not consent, the Account Holder and Organisation will not be able to use our Payment Service.

d. We will verify that the Organisation’s NZBN is a valid and active NZBN using the NZBN Register (www.nzbn.govt.nz). We will undertake further verification of the Organisation and any Beneficial Owners in accordance with our legal obligations (including under the AML/CFT Act) and this Agreement. The Organisation agrees to provide all information reasonably required by us for that purpose and consents to us emailing all Beneficial Owners to obtain relevant information for identity verification purposes.

e. Once the Organisation’s Account is established and verified, the Organisation may authorise its Account Holder to set up additional users known as ‘Payment Managers’. A Payment Manager is able to set up draft Payments for approval by the Account Holder and add and amend Payees. Payment Managers are not able to add new Payment Methods or authorise Payments.

f. The Organisation and the Account Holder authorise us, on their behalf and that of any Beneficial Owners, Payment Managers, or other individuals or entities whose personal and confidential information the Account Holder provides to us (Associated Persons), to use such information to verify:

i. the identity of the Account Holder and their connection to the Organisation;

ii. the identity of the Organisation and to contact the Organisation’s Beneficial Owners to verify their identities;

iii. the creditworthiness of the Organisation and to verify that the Organisation is the account holder of the Organisation’s Bank Account;

iv. the validity and sufficiency of funds for each Eligible Card;

v. the identity of the Organisation’s Payees and the bona fides of payments to be made to Payees;
and to disclose such information to third parties, including credit agencies, and Payees for the foregoing purposes, provided that collection, use and disclosure of:

vi. personal information shall be in accordance with our Privacy Policy Statement; and

vii. identity verification information shall be in accordance with our Identity Verification Statement and subject to us obtaining consent from the individual whose identity is being verified.

g. The Organisation and the Account Holder warrant that:

i. the information the Account Holder provides to us is true, correct and complete and that all necessary consents have been obtained from Associated Persons for the disclosure of their personal and confidential information to us and for our use and disclosure of that information to relevant third parties in accordance with the preceding clause; and

ii. the Account Holder is authorised to submit Payment Instructions on behalf of the Organisation to enable us to make Payments to Payees.

h. The Account Holder must provide us with information confirming the Account Holder’s and the Organisation’s identity and the identity of any Associated Persons as may be requested from time to time. If the information requested is not provided, we reserve the right to suspend or cancel the Organisation’s Account and access to our Payment Service until such information is provided and/or take any other steps we consider necessary to comply with our legal obligations.

i. The Account Holder and Payment Managers must keep their Account login details and 2FA Code confidential and secure at all times.

j. We reserve the right to decline any application for an Account, even where such application complies with the above eligibility criteria. We are not required to provide reasons for our decision to decline an application.

k. The Organisation and the Account Holder agree to be bound by this Agreement and to ensure that Payment Managers comply with this Agreement each time the Account Holder or any Payment Manager accesses our Site and each time our Payment Service is utilised from the Organisation’s Account.

4. Payees and Payment Instructions

a. Once the Organisation has a registered Account and we have completed our verification process, the Organisation can utilise the Payment Service to instruct us to make Payments to eligible suppliers.

b. For a supplier to be eligible, they must:

i. carry on business in New Zealand under a valid and active NZBN or be a statutory body which operates under a valid and active NZBN;

ii. supply the Organisation with goods and/or services in New Zealand; and

iii. charge the Organisation in New Zealand dollars and issue a valid tax invoice in accordance with the Goods and Services Tax Act 1985,
(Payee).

c. The Organisation may set up and store payment details and other information regarding its Payees in our Payment Service. It is the Organisation’s responsibility to ensure this information is accurate, current and complete.

d. For each Payment the Organisation wishes to make to a Payee, the Account Holder must submit a Payment Instruction advising us of the following:

i. the name and NZBN of the Payee;

ii. the bank account details of the Payee;

iii. the principal industry that the Payee operates in;

iv. the address, phone number and email address of the Payee;

v. the Payment Amount that the Organisation authorises us to pay to the Payee on its behalf; and

vi. the Organisation’s nominated Payment Method.

e. The Account Holder is the only person who can add new Payment Methods to the Organisation’s Account and authorise Payments on the Organisation’s behalf via our Payment Service. When the Account Holder submits a Payment Instruction for Payment by Eligible Card, a 2FA Code will be sent to their mobile phone. The Organisation and the Account Holder must not allow or approve other persons to submit Payment Instructions to us, or to use the 2FA Code. A Payment Manager is able to set up draft Payments for approval by the Account Holder, add new Payees and amend existing Payees, but is not able to add new Payment Methods or authorise Payments.

f. We verify Payment Instructions and, in the case of Payments to be charged to an Eligible Card, we validate that card with the relevant Payment Scheme and, via that scheme’s infrastructure, obtain payment authorisation from the Card Issuer (Payment Approval Process). We may request further information from the Account Holder and/or the Payee during this process where necessary to meet our legal obligations and for fraud prevention. We can, in our absolute discretion, reject any Payment Instruction and refuse to make payments or limit the amount of any payment to any supplier, including any Payee. We are not obliged to provide reasons for our decision.

5. Card Payments

a. If the Organisation instructs us to make a Card Payment, the following apply:

i. The Account Holder must enter the details of the Eligible Card, including Cardholder Name, Card Number, Card Expiry Date and Card Security Number. We validate these details with the relevant Payment Scheme or Card Issuer and, upon validation, use them to effect Payment in accordance with the Organisation’s Payment Instructions.

ii. Subject to a Payment Instruction having satisfied our Payment Approval Process, the Eligible Card will be charged for the Payment Amount specified in that instruction and our Fees for the Payment, details of which are set out in clause 12 of this Agreement.

iii. Subject to clauses 7b and 7d and to any different settlement timing specified in Appendix 4 for a particular Eligible Card type or Payment Scheme, we will use reasonable commercial endeavours to make Payment to the Organisation’s Payee on the Business Day after we receive the Payment Amount from the relevant Payment Scheme or Card Issuer.

iv. The Payment Amount and our Fees charged to the Eligible Card will be displayed on the Eligible Card statement as transactions with ‘RewardPay’.

b. If the Account Holder uses a personal Eligible Card when submitting Payment Instructions, the Account Holder warrants that the Organisation has authorised such use and has agreed to reimburse the Account Holder for the charges made to that Eligible Card.

c. We may, on notice given in accordance with clause 23a, add or cease to accept a type of Eligible Card or a Payment Scheme. Where we cease to accept a type of Eligible Card, any Payment Instruction already submitted and approved using that card will be completed, and the Organisation may nominate a replacement Eligible Card.

d. The types of Eligible Card which may be used with our Payment Service, and any operational terms which apply only to a particular Eligible Card type or Payment Scheme (including cutoff times, settlement timing, transaction and velocity limits, and permitted Payee categories), are set out in Appendix 4 and on our Site. Except to the extent Appendix 4 expressly provides otherwise for a particular Eligible Card type or Payment Scheme, this clause 5 and the balance of the Main Terms apply to all Card Payments regardless of the Eligible Card used or the Payment Scheme through which it is processed.

6. Bank Payments

a. If the Organisation instructs us to make a Bank Payment, the following apply:

i. We will provide the Account Holder with Bank Transfer Details and the Organisation will be required to authorise the Account Holder to transfer the Payment Amount together with our Fees (details of which are set out in clause 12) to the RP Bank Account using those Bank Transfer Details. It may take up to 3 Business Days for the funds to be received in the RP Bank Account.

ii. To protect against fraud, the Account Holder must only use the RP Bank Account details shared with them at the payment processing step within the RewardPay user portal. We are not responsible for any payments made to incorrect or fraudulent accounts.

iii. We will commence our Payment Approval Process to verify the Payment Instruction once the correct Payment Amount and Fees have been received in the RP Bank Account and identified by the applicable Transaction ID.

iv. The Organisation and Account Holder warrant that any funds transferred by them into the RP Bank Account have been transferred from the Organisation’s Bank Account.

v. Subject to clauses 7b and 7d, we will use reasonable commercial endeavours to make Payment to the Organisation’s Payee within 3 Business Days after we receive the Payment Amount and Fees in the RP Bank Account.

vi. If the Payment Amount that we transfer to the Organisation’s Payee is returned to us and we are unable, within 5 Business Days, to obtain the correct payment details from the Account Holder, we will refund the Organisation in accordance with clause 10f.

vii. A Payment Instruction will be cancelled if we do not receive the Payment Amount and Fees in the RP Bank Account, identified by the applicable Transaction ID, within 20 Business Days of submission of that instruction.

7. Executing Payment Instructions

a. The Organisation agrees that once the Account Holder submits a Payment Instruction to us, the Organisation is providing unconditional authority for us to:

i. make Payment of the Payment Amount specified in that instruction to the Payee specified in that instruction on behalf of the Organisation;

ii. in the case of a Card Payment, charge the Payment Amount plus our Fees to the nominated Eligible Card; and

iii. issue an invoice in our name to the Organisation for our Fees together with a remittance advice confirming payment to the Payee.

b. If:

i. we do not approve the Payment Instruction;

ii. the Account Holder fails to provide additional information requested by us during the Payment Approval Process which prevents us from completing that process in a timely manner;

iii. in the case of a Bank Payment, we receive the incorrect amount of funds from the Organisation or cannot match funds received with the applicable Transaction ID; or

iv. there is a technical issue that prevents us from making the Payment, we will notify the Account Holder by email that the Payment has been denied. If we have charged an Eligible Card or received any funds from the Organisation in the RP Bank Account in respect of that instruction, we will provide a refund in accordance with clause 10f. The Organisation and the Account Holder are responsible for ensuring that emails from us are received and not directed to junk or spam folders. We are not liable for any consequences arising from a failure to monitor email settings or inbox.

c. The Organisation acknowledges that it uses our Payment Service at its own risk and, to the maximum extent permitted under New Zealand law:

i. we will use reasonable commercial endeavours to meet the payment timeframes set out in this Agreement but we do not guarantee the date on which Payment will be made to Payees and we are neither responsible nor liable in any way for late Payments or failure to pay the Organisation’s Payees by any due date; and

ii. we will not be liable for any late payment fees levied on the Organisation by any Payee, or for any early payment discounts forgone as a result of delayed payment, irrespective of whether or not we, any Payment Scheme, any Card Issuer, the Organisation’s bank or their respective agents are responsible for the delay in Payment.

8. Cancelling, Stopping or Reversing a Payment

a. A Payment Instruction cannot be cancelled after 11:00am NZST/NZDT on the next Business Day following the date the Payment Instruction was submitted by the Account Holder , or such other time as is specified in Appendix 4 for the relevant Eligible Card type or Payment Scheme (Cancellation Deadline).

b. Once the Account Holder submits a Payment Instruction it can only be cancelled without penalty if the Account Holder notifies us by cancelling the payment on the Account Page prior to the Cancellation Deadline. If the Account Holder cancels a Payment Instruction:

i. for a Card Payment before the Cancellation Deadline, we will not charge the Payment Amount or our Fees to the Eligible Card;

ii. for a Bank Payment before the Cancellation Deadline, if we have received funds in the RP Bank Account for that Payment Instruction, we will refund those funds in full in accordance with clause 10f.

Please refer to the table below for a summary:

c. The Organisation and the Account Holder warrant that all information provided in a Payment Instruction is accurate and acknowledge that any inaccurate information in a Payment Instruction about the Payee or Payment Amount may, without limitation, result in amongst other things:

i. the Payment being made by us to someone other than the intended Payee;

ii. the Payee receiving the incorrect amount; or

iii. us not making payment to the Payee at all.

d. Where inaccurate information is provided in a Payment Instruction, the Organisation and the Account Holder release us from any liability arising from that inaccuracy. For the avoidance of doubt, except to the extent that we are required by law, we are not responsible for and do not check the accuracy of Payment Instructions and have no liability to the Organisation, Account Holder, Associated Persons or any other person for any Payment made in accordance with Payment Instructions submitted from the Account. Our Payment Approval Process is for the purposes of meeting our legal obligations (including under the AML/CFT Act) and for the prevention of fraud and does not include verification of the accuracy of the Organisation’s Payment Instructions. To protect against fraud, the Account Holder is responsible for verifying account details with each Payee prior to submitting a Payment Instruction.

9. Security & Authorisation of Payments

a. We will take reasonable steps to secure the Site and the Organisation’s Account. However, it is the Organisation’s responsibility to ensure that the Organisation, the Account Holder and Payment Managers keep their login details and 2FA Code secret and secure and implement appropriate technical and organisational measures to prevent unauthorised access to the Account and 2FA Code.

b. The Organisation must inform us immediately if there is any reason to suspect the security of the Organisation’s Account, 2FA Code, Account Holder’s or Payment Managers’ emails or mobile phone numbers have been breached, or if the Organisation becomes aware of any Payment Instruction submitted from the Organisation’s Account that was submitted by someone other than the Account Holder.

c. The Organisation acknowledges that it is responsible for all Payment Instructions submitted from its Account, except where a Payment Instruction is submitted from the Organisation’s Account by someone other than the Account Holder due to our breach of this Agreement, in which case the Organisation’s sole remedy will be to receive a refund in accordance with clause 10f.

10. Chargebacks and refunds

a. As a payment service provider, we are an intermediary and our responsibility is limited to making Payments on the Organisation’s behalf to its Payees in accordance with its Payment Instructions. We do not get involved in and are not responsible for the Organisation’s dealings with its Payees or for the goods or services for which Payment has been made by us in accordance with the Organisation’s Payment Instructions. If those goods or services are unavailable, not delivered or are defective, the Organisation is responsible for resolving these issues with its Payees and we do not accept any responsibility or liability in these circumstances.

b. To the maximum extent permitted by law, the Organisation and the Account Holder agree to resolve any matter related to a Card Payment with us in the first instance and not with the relevant Payment Scheme or Card Issuer. This clause records how the parties agree to deal with each other; it does not, and cannot, limit any right the Organisation or the Account Holder has under the rules of a Payment Scheme, under its agreement with its Card Issuer, or at law.

c. Except as provided in clause 10g, the Organisation and the Account Holder agree not to request a refund, reversal or chargeback from any Card Issuer or Payment Scheme for any amounts we charge to an Eligible Card in accordance with the Organisation’s Payment Instructions, including but not limited to circumstances where:

i. the Organisation has made an error in those instructions;

ii. the Organisation believes the Payment Instruction was submitted from the Organisation’s Account by someone other than the Account Holder;

iii. the Organisation has not received some or all of the goods or services to which the Payment Instruction relates or delivery has been delayed or incorrect goods or services were supplied;

iv. the Organisation is not satisfied with the quality or performance of the goods or services, or there is a defect in those goods or services;

v. the Organisation has a dispute with the Payee or believes it is the subject of a scam or fraudulent transaction;

vi. the Organisation believes we have made an error in following its Payment Instruction; or

vii. the Organisation believes it is entitled to a refund under this Agreement.

d. The Organisation agrees to promptly notify us in writing if any of the circumstances in clause 10c arise and will provide us with any information reasonably requested in relation to those circumstances.

e. We will not refund any amount which we have charged to an Eligible Card or received in the RP Bank Account except where:

i. the Organisation is entitled to a refund under a clause of this Agreement; or

ii. we have not followed the Organisation’s Payment Instructions correctly,
and the Organisation notifies us in writing within 20 Business Days of the circumstances giving rise to the refund entitlement.

f. If the Organisation is entitled to a refund under clause 10e, we will notify the Account Holder and will refund the amount which we have received from the Organisation or charged to an Eligible Card in respect of that Payment Instruction, less any amounts applicable under clause 12f, and:

i. for Card Payments, the refund will be processed as a credit to the Eligible Card which was charged and, if we are unable to credit that card, we will contact the relevant Card Issuer for instructions as to how the credit is to be effected; and

ii. for Bank Payments, the refund will be processed back to the account from which the funds were transferred to us.

g. If we fail to provide a refund to the Organisation in accordance with clause 10f within a reasonable time, the Organisation and Account Holder are entitled to seek a refund, reversal or chargeback from the relevant Card Issuer in accordance with the relevant agreement with them or to seek a refund from RP’s bank.

11. Subscription Plans

a. We may offer subscription plans from time to time as set out at www.rewardpay.co.nz/pricing (each a Subscription Plan), under which the Organisation pays a recurring subscription fee specified on our Site (Subscription Fee) in exchange for a reduced Payment fee during the applicable Subscription Period.

b. We may offer to waive the Subscription Fee on one or more Subscription Plans for a specified period of time (Fee Free Period). If the Organisation accepts a Fee Free Period, on expiry of that period the Organisation must select an ongoing Subscription Plan or decline to continue on a Subscription Plan. If the Organisation does not make a selection before expiry of the Fee Free Period, it will be deemed to have declined to continue on a Subscription Plan. Details of our Fee Free Periods are set out at www.rewardpay.co.nz/pricing.

c. The Organisation may elect to subscribe to a Subscription Plan via the Customer Portal. The Subscription Fee for the selected Subscription Plan is payable quarterly in advance. When the Organisation subscribes, it is required to nominate an Eligible Card for payment of the Subscription Fee.

d. Each subscription commences on the date the Organisation subscribes to the relevant Subscription Plan and continues for a period of 3 calendar months (Subscription Period). On expiry of each Subscription Period, the subscription will automatically renew for a further Subscription Period unless cancelled in accordance with this clause.

e. If a Subscription Period commences on a day that does not occur in the first month of the next quarter, the renewal date for the next Subscription Period will be the last day of the first month of the next quarter. For example, a subscription commencing on 31 January will renew on 30 April and again on 31 July and thereafter on the same basis.

f. The Subscription Fee applicable to the Organisation’s Subscription Plan at the commencement of a Subscription Period will be due and payable on the first day of that Subscription Period and will be charged to the Organisation’s nominated Eligible Card on that date.

g. The Organisation may upgrade its Subscription Plan at any time by selecting a Subscription Plan with a higher Subscription Fee. On the date the Organisation submits the upgrade request, we will charge the Subscription Fee for the new Subscription Plan to the Organisation’s nominated Eligible Card and provide a pro rata refund for the unused portion of the Subscription Period for the previous Subscription Plan. The upgraded Subscription Plan will commence on the date the higher Subscription Fee is paid and a new Subscription Period will begin on that date.

h. The Organisation may downgrade its Subscription Plan or cancel it by providing notice through the Site, provided such notice is submitted at least 1 day before the commencement of the next Subscription Period. The new Subscription Plan or cancellation will not take effect until the expiry of the then current Subscription Period and no refund of any portion of the Subscription Fee will be provided for the then current Subscription Period.

i. The Subscription Fee is a fixed fee for access to the benefits of the applicable Subscription Plan and is not dependent on, or calculated by reference to, the actual number or value of Payment Instructions submitted during a Subscription Period.

j. Except as provided in clause 11g, Subscription Fees are non-refundable and will not be refunded, credited or apportioned for any unused portion of a Subscription Period, except to the extent required by law.

k. Subject to clause 11m, the Fees applicable to a Payment Instruction submitted while the Organisation is subscribed to a Subscription Plan will be the Fees applicable to that Subscription Plan as published on our Site at the Payment Date of the relevant Payment Instruction.

l. We may amend Subscription Fees from time to time in our sole discretion by providing notice to the Organisation at least 10 days prior to expiry of the then current Subscription Period, and the amended Subscription Fee will apply from the next Subscription Period onwards.

m. We may amend the Fees applicable to Payment Instructions at any time in our sole discretion by providing notice to the Organisation at least 10 days prior to expiry of the then current Subscription Period. The amended Fees will apply to all Payment Instructions with a Payment Date occurring on or after the commencement of the next Subscription Period.

[Note: Subscription Plan names, monthly Subscription Fees and Amex transaction pricing by tier are set out in Appendix 3. Monthly fees and transaction pricing are shown as “X” placeholders pending commercial sign-off.]

12. Fees

a. The Organisation agrees, for each Payment Instruction, to pay our Fees as published on our Site at the Payment Date for that instruction. Fees published on our Site may be amended by us acting reasonably, provided that we give the Organisation at least 10 Business Days’ notice before the amended Fees take effect, and the amended Fees will not apply to any Payment Instruction submitted before they take effect.

b. For Card Payments, our Fees will be due and payable and charged to the Eligible Card on the Payment Date, in addition to the Payment Amount specified in the Payment Instruction. Our Fees are charged for the provision of our Payment Service and are not a surcharge imposed by the Payee. Where the rules of a Payment Scheme or any applicable law, including the Retail Payment System Act 2022, require our Fees to be calculated, capped or disclosed in a particular way for a particular Eligible Card type or Payment Scheme, we will comply with that requirement and the applicable position is set out in Appendix 4.

c. For Bank Payments, the Organisation is required to transfer our Fees to the RP Bank Account at the same time that it transfers the Payment Amount. We will not commence our Payment Approval Process until we have received both the Payment Amount and our Fees.

d. Except to the extent expressly set out in this Agreement, our Fees are not refundable, including where a Payee refunds to the Organisation all or part of a Payment previously made to that Payee.

e. The Organisation agrees to reimburse us for third party fees, charges and/or penalties we incur as a result of: (i) breach of this Agreement by the Organisation or Account Holder; (ii) errors in Payment Instructions; or (iii) our inability to execute a Payment Instruction due to insufficient funds on the Eligible Card at the Payment Date, or the funds received and/or Transaction ID for a Bank Payment not matching the Organisation’s Payment Instruction.

f. We are entitled to withhold and offset amounts owed by us to the Organisation against any obligations, debit balances or amounts owing by the Organisation to us and the Organisation expressly consents to such deductions or withholdings.

13. Management of Funds

a. For each Payment we make in accordance with a Payment Instruction, the Organisation acknowledges that we receive funds from the Organisation by:

i. in the case of Card Payments, charging the Eligible Card for the Payment Amount and applicable Fees and receiving those amounts from the relevant Payment Scheme or Card Issuer; and

ii. in the case of Bank Payments, the Organisation’s transfer of the Payment Amount and applicable Fees to the RP Bank Account in accordance with our Bank Transfer Details,
(Funds Received).

b. Funds Received in respect of the Organisation’s Payment Instruction are held on trust for the relevant Payment Scheme, Card Issuer or Acquirer, to be applied for the following purposes:

i. paying the Payment Amount to the Payee in accordance with this Agreement and the Payment Instruction;

ii. paying our Fees in respect of that Payment Instruction;

iii. paying any fees due to any Payment Scheme, Card Issuer or Acquirer in respect of that Payment Instruction;

iv. repaying the Payment Amount to the relevant Payment Scheme, Card Issuer or Acquirer on demand by it if we have not paid the Payment Amount to the Payee in accordance with this Agreement; and

v. providing refunds in accordance with clause 10f.

c. To the extent that we do not pay any amount due to a Payment Scheme, Card Issuer or Acquirer in accordance with clause 13b(iv), we hold that amount on trust for them. Notwithstanding the foregoing, the Organisation acknowledges that we do not hold any funds in a separate trust account and we do not hold funds received from the Organisation or any Payment Scheme, Card Issuer or Acquirer separately from funds received for Card Payments or Bank Payments of our other customers, that we are not a bank or a registered non-bank deposit taker, and that no interest is payable to the Organisation on any funds we hold or receive.

14. Restriction, Cancellation or Suspension

a. We may, at any time, acting reasonably and where we consider it reasonably necessary (including to comply with our legal obligations, to prevent fraud or to manage risk to us or the Organisation):

i. restrict, cancel or suspend the provision of our Site, our Payment Service or the Account and 2FA Code. Where possible, and unless we are prevented from giving notice by law or by fraud, security or risk concerns, we will use reasonable endeavours to provide advance notice to the Organisation; or

ii. elect not to process the Organisation’s Payment Instructions, for example in circumstances where the Account has been suspended or cancelled or where required by law. If the Account is suspended or cancelled after an Eligible Card has been charged or after we receive funds from the Organisation for a Bank Payment, but before Payment has been made to the Payee, we will provide the Organisation with a refund in accordance with clause 10f.

15. Warranties

a. Except for any warranties set out in this Agreement and to the maximum extent permitted by law, we and our Third Party Providers make no other warranty to the Organisation, Account Holder, Associated Persons and Payees in connection with our Site and Payment Service and all other warranties, representations or conditions, express or implied, including implied warranties of merchantability, fitness for a particular purpose and non-infringement, are excluded by us, and we and our Third Party Providers make no warranty that the Site and Payment Service will be free from error and operate uninterrupted.

b. The Organisation acknowledges that we do not have any control over the goods or services that are paid for with our Payment Service and we cannot and do not warrant that Payees will complete the transactions.

c. We will take reasonable steps to secure our Site and Payment Service. However, the Organisation, the Account Holder and any other person who accesses our Site agree to use our Site and Payment Service at their own risk. We do not guarantee continuous, uninterrupted or secure access to any part of our Site and Payment Service. We will not be liable for any delay or failure in the provision of our Payment Service. Access to our Site and Payment Service may, from time to time, be restricted for security reasons or to allow for repairs, maintenance or the introduction of new facilities or services.

d. We will use reasonable commercial endeavours to:

i. process Payment Instructions within the timeframes set out in this Agreement;

ii. ensure information contained in correspondence, reports, on the Site and given verbally by our directors, officers and staff is accurate to the best of our belief at the time the information is provided. However, we cannot guarantee the accuracy of all such information in all circumstances and contexts. The Account Holder must check all correspondence carefully and tell us as soon as possible if information provided by us includes something which appears to be wrong or not made in accordance with the Organisation’s instructions.

e. The Organisation and the Account Holder acknowledge that we do not provide any warranty in relation to the Rewards and other benefits, if any, that may accrue from making Payments and that the existence or extent of Rewards and other benefits received from making Payments will depend on the terms and conditions upon which the Reward or benefit is issued to the recipient.

16. Indemnification and Limitation of Liability

a. To the maximum extent permitted by law, each party excludes all liability, whether arising in contract, tort (including negligence), statute, equity or otherwise, for any incidental, indirect, speculative, consequential, special, punitive or exemplary damages of any kind and any loss of profits, contracts, revenue, goodwill, savings, discounts, rewards, or data howsoever arising out of or in connection with this Agreement and use of our Site and Payment Service.

b. Our aggregate liability under this Agreement for all events giving rise to liability, whether arising in contract, tort (including negligence), statute, equity or otherwise, shall not exceed the total Fees paid by the Organisation to us in the 12 months immediately preceding the last event giving rise to liability, provided that this limitation shall not apply to our liability:

i. for our fraud, intentional misrepresentation, wilful or reckless misconduct;

ii. for death or personal injury resulting from our negligence;

iii. to refund monies to the Organisation in accordance with clause 10f; or

iv. to the extent such limitation or exclusion is not permitted by applicable law.

c. Nothing in this Agreement shall limit any rights the Organisation has under the Fair Trading Act 1986 or the Consumer Guarantees Act 1993 that cannot lawfully be excluded, restricted or modified. To the extent the Organisation acquires our Payment Service for business purposes, the Organisation agrees that the provisions of the Consumer Guarantees Act 1993 do not apply, to the extent it is fair and reasonable to contract out of that Act.

d. Subject to clause 16g, the Organisation releases us, our agents, officers, employees and Third Party Providers (Released Persons) from all claims, liabilities, losses, costs and expenses arising or alleged to have arisen from or in connection with:

i. use of the Account by anyone other than the Account Holder and Payment Managers;

ii. submission of Payment Instructions from the Account;

iii. any Payment made by us in accordance with this Agreement and the Organisation’s Payment Instructions, including but not limited to a Payment made using inaccurate information in a Payment Instruction;

iv. the goods and services supplied by Payees to whom we have made a Payment in accordance with the Organisation’s Payment Instructions, including any failure of or delay in supply, defects or other dispute in relation to such goods and services;

v. any claim for late payment fees, tax or other penalties incurred by the Organisation in connection with use of our Payment Service;

vi. our bank freezing or seizing any funds which the Organisation has transferred into the RP Bank Account; or

vii. the Account Holder’s failure to confirm our Bank Transfer Details in accordance with clause 6(a)(ii) prior to transfer of funds or to confirm the Payee’s payment details in accordance with clause 8c.

e. Subject to clause 16g, the Organisation indemnifies the Released Persons from and against any claim (including legal fees on a full indemnity basis) brought against any of the Released Persons by the Account Holder, any Associated Person, bank, any Payment Scheme, Card Issuer, Acquirer or Payee arising from the matters which are the subject of the release in clause 16d or any breach of this Agreement by the Organisation or the Account Holder.

f. The Account Holder indemnifies the Released Persons from and against any claim brought by the Organisation or any of the Organisation’s Associated Persons against the Released Persons for breach of this Agreement by the Account Holder including breach of any warranty given by the Account Holder or use of the Account and 2FA Code by the Account Holder without authorisation of the Organisation.

g. The obligations to release and indemnify under clauses 16d, 16e and 16f are reduced to the extent that any claim, liability, loss, cost or expense arises from our fraud, intentional misrepresentation, wilful or reckless misconduct, negligence or breach of this Agreement.

17. Acceptable Use

a. The Organisation and the Account Holder may only use our Payment Service to make bona fide Payments to Payees in relation to goods and services received in the ordinary course of conducting its business.

b. The Organisation and the Account Holder must not use our Site or Payment Service for any of the prohibited uses specified in clause 18.

c. The Organisation and the Account Holder are responsible for complying with laws and contractual terms applicable to our Site, Payment Service, Cards and the Organisation’s Bank Account.

d. The Organisation is responsible for ensuring appropriate security measures are in place to avoid any harm or damage to its own hardware and software, including harm or damage which might arise as a result of content available through our Payment Service.

18. Prohibited Use

a. The Organisation, the Account Holder and Payment Managers must not use our Site or Payment Service to make Payments using a Payment Method which is specified as a Prohibited or Restricted Industry/Payment Type or for any other prohibited activities specified in Appendix 1, as amended from time to time. The rules of each Payment Scheme may prohibit or restrict additional industries or payment types for Eligible Cards processed through that scheme. Any such additional prohibition or restriction is set out in Appendix 4 and applies in addition to Appendix 1.

b. Payments to related parties are prohibited. This means payments to the Organisation’s, the Account Holder’s or the Organisation’s Associated Persons’ own establishments, related entities or family members, including subsidiaries and other entities with common directors or shareholders, are prohibited.

c. Payments which are contrived for cashflow purposes are prohibited, including but not limited to payments for goods and services which do not exist or which are not actually supplied.

d. Using our Payment Service for money laundering and terrorism financing is strictly prohibited.

19. Privacy

a. We are committed to the privacy of individuals who access our Site and/or use our Payment Service. We will ensure that all information that we collect, use and disclose about the Account Holder, the Organisation’s Associated Persons and Payees complies with the Privacy Act 2020 and our Privacy Policy Statement.

b. A copy of our Privacy Policy Statement is available at https://www.rewardpay.co.nz/privacy-policy.

c. If the Organisation, Account Holder or Payment Managers disclose any personal information about anyone to us, the Organisation (on behalf of itself and its Associated Persons) and the Account Holder warrant that they have received the relevant individual’s consent to:

i. disclose that information to us; and

ii. our use, disclosure and handling of that information in accordance with our Privacy Policy Statement, Identity Verification Statement and this Agreement.

20. Content on the Site and Payment Service

a. All content on our Site and Payment Service, which for the avoidance of doubt includes any trade marks, copyright works, branding, logos, artwork and designs, is owned by or licenced to us and is protected by New Zealand and international intellectual property laws.

b. The Organisation, Account Holder and Payment Managers are authorised to use our Site and Payment Service in accordance with this Agreement, but are not otherwise granted any rights in respect of the content or intellectual property forming part of our Site and Payment Service.

21. Termination

a. This Agreement will remain in force until the earlier of:

i. the Organisation’s provision of written notice of termination to us;

ii. our provision of written notice of termination to the Organisation;

iii. the date on which the Account is cancelled in accordance with clause 14 or clause 21 of this Agreement.

b. This Agreement and the Account may be terminated by us at any time by providing not less than 30 days’ written notice to the Organisation, except that we may terminate immediately on written notice where we reasonably consider immediate termination necessary to comply with our legal obligations (including under the AML/CFT Act), to prevent fraud, or to manage risk.

c. Upon termination of this Agreement the Organisation agrees to the following:

i. The Organisation must pay any monies it owes to us under this Agreement as at the date of termination.

ii. The Organisation agrees that we will charge its Eligible Card for any amounts owing to us, including those outstanding amounts referenced in clause 21c(i), at the date of termination. If we are unable to charge an Eligible Card, any amounts owing to us will be a debt immediately due and payable, and the Organisation will pay such amounts by transfer to the RP Bank Account.

iii. Any Payment Instructions that have not been paid by us at the date of termination will not be paid to the Payee. Where an Eligible Card has been charged or we have received funds from the Organisation in the RP Bank Account in relation to such instructions, we will provide the Organisation with a refund in accordance with clause 10f.

iv. All obligations of a continuing nature will survive termination or expiry of this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced.

d. Upon termination of this Agreement, we will retain records of the Account to meet our audit and legal compliance obligations, including under the AML/CFT Act.

22. Notices

a. All notices to be given under this Agreement will be given by email to the Account Holder’s registered email address, except that notifications which are of a general nature, including amendments to this Agreement, changes to our Fees and functionality of our Site and Payment Service, may be posted on our website.

b. Notices to us should be given by mail to: RewardPay (NZ) Limited, which has its registered address at RSM NEW ZEALAND (AUCKLAND), Level 2, RSM House, 62 Highbrook Drive, East Tamaki, Auckland, 2013, New Zealand, or by sending an email to support@rewardpay.co.nz.

c. Unless a delivery failure notification is issued to the sender, an email notice is deemed received by the recipient when the sender’s email reaches the recipient’s email server, provided that, where received outside a Business Day, the notice is deemed received at 9am on the next Business Day.

23. General

a. We may alter the terms of this Agreement by posting the revised terms on our Site or emailing a copy of the revised terms to the Account Holder’s registered email address. The revised terms will not apply to Payment Instructions submitted prior to the date of notification of the revised terms. The Organisation and Account Holder will be bound by the revised terms when the Account Holder or a Payment Manager next accesses the Site or Payment Service or submits new Payment Instructions. The Organisation’s, Account Holder’s and/or Payment Managers’ continued use of our Site and Payment Service constitutes the Organisation’s and Account Holder’s acceptance of the revised terms and all references to this Agreement will be a reference to this Agreement as amended by the revised terms. We will give the Organisation reasonable advance notice of any material change to this Agreement. If the Organisation does not agree to a material change, it may terminate this Agreement under clause 21 before the change takes effect, without charge.

b. This Agreement shall be interpreted in accordance with the laws of New Zealand and both parties submit to the exclusive jurisdiction of the courts of New Zealand.

c. Due to our obligations under the AML/CFT Act, the Organisation must not assign, novate, subcontract or transfer any rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign, novate, or otherwise transfer our rights and obligations under this Agreement, in whole or in part, to any successor entity in connection with a merger, acquisition, corporate restructure, or sale of all or substantially all of our assets, provided that the assignee assumes all obligations under this Agreement. The Organisation’s and the Account Holder’s prior written consent shall not be required for such transfer, but we shall provide written notice to the Organisation and the Account Holder promptly following the transfer. Except as otherwise specified herein, this Agreement binds the parties and their respective successors and their permitted assigns.

d. A party’s failure to exercise or delay in exercising any right, power or privilege under this Agreement shall not operate as a waiver; nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise. No waiver of any term of this Agreement will be effective unless it is in writing and signed by the party granting the waiver.

e. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

f. We shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond our reasonable control, including but not limited to acts of God, war, strikes or labour disputes, power, communications, network or satellite failures, embargoes, government orders, pandemic or epidemic.

g. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and constitutes and supersedes all prior agreements, representations and understandings of the parties, written or oral.

h. We may add, amend, replace or remove an Appendix in accordance with clause 23a, including to add a new Eligible Card, Payment Scheme or Reward Partner or to reflect a change made by a Payment Scheme, Card Issuer or Reward Partner. Adding or removing an Appendix does not of itself vary the Main Terms.

i. Structure of this Agreement: this Agreement comprises clauses 1 to 25 (Main Terms) and the Appendices, each of which forms part of this Agreement. An Appendix applies only to the Eligible Card, Payment Scheme or Reward Partner it identifies, and only in addition to the Main Terms. If there is any inconsistency between the Main Terms and an Appendix, the Main Terms prevail, including that no Appendix limits or excludes any right the Organisation has under the Main Terms or at law.

24. Definitions

2FA Code means the unique code which is sent to the Account Holder’s registered mobile phone number and which must be used by the Account Holder to authorise a Payment Instruction on behalf of the Organisation for a Card Payment.

Account means an account created by the Account Holder on behalf of the Organisation that enables the Account Holder to use our Payment Service to issue Payment Instructions on behalf of the Organisation for Payments to be made to Payees in accordance with those instructions and this Agreement.

Account Holder means, for each Account, the individual authorised by the Organisation to create an Account and submit Payment Instructions to us.

Account Page means the page located on the Site that lists all Payment Instructions submitted from the Account and pending payment to Payees.

Acquirer means a person licensed by a Payment Scheme to acquire or process Card Payments, including any person who does so on our behalf.

Agreement means this document, including all appendices attached or referenced in the foregoing.

AML/CFT Act means the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and associated regulations, codes of practice and guidance issued by the Department of Internal Affairs as AML/CFT supervisor.

Associated Persons has the meaning given to that term in clause 3f.

Bank Payment means a Payment to a Payee by transfer of the Payment Amount from the Organisation’s Bank Account to the RP Bank Account and from the RP Bank Account to the Payee’s bank account using the bank account details in the applicable Payment Instruction.

Bank Transfer Details means, in respect of each Payment Instruction for a Bank Payment: (a) the bank account number for the RP Bank Account; and (b) the unique Transaction ID that the Organisation is required to include in the reference / particulars / code fields when transferring the Payment Amount and applicable Fees from the Organisation’s Bank Account to the RP Bank Account.

Beneficial Owners means an individual who owns or controls (directly or indirectly) 25% or more of the Organisation; ‘control’ includes control as a result of, or by means of, trusts, agreements, arrangements, understandings and practices, whether or not having legal or equitable force and whether or not based on legal or equitable rights, and includes exercising control through the capacity to determine decisions about financial and operating policies.

Business Day means Monday to Friday between 9.00am and 5.00pm (NZST/NZDT), excluding public holidays in Auckland, New Zealand.

Cardholder Name means, in respect of an Eligible Card, the name located on the front of that card.

Card Expiry Date means, in respect of an Eligible Card, the four-digit expiry date (month and year) located on the front of that card.

Card Issuer means, in respect of an Eligible Card, an entity licensed by the relevant Payment Scheme to issue that card, and includes its related companies and licensees that participate in the card service.

Card Number means, in respect of an Eligible Card, the unique card number located on the front of that card.

Card Payment means a Payment made using an Eligible Card via our Payment Facility.

Card Security Number means, in respect of an Eligible Card, the three or four-digit security number located on the back of that card or, for some Eligible Cards, on the upper right front section of that card.

Customer Portal means the part of our Site which is accessed by the Account Holder and Payment Managers using their RewardPay login details and 2FA Code.

Eligible Card means a credit card of a type able to be added to the Organisation’s Account on our Site and issued to the Organisation or the Account Holder by a licensed Card Issuer in New Zealand, and any other device or instrument issued by a Card Issuer that enables the Organisation to make transactions, and includes any renewal, replacement or additional cards or other devices or instruments.

Fees means, for each Payment Instruction, the charges payable by the Organisation for use of our Payment Service, calculated as a percentage of the total Payment Amount, including, for Card Payments, the applicable Government Payee or Non-Government Payee rate set out in Appendix 3.

Government Payee means a Payee which is a public sector entity, statutory body or other government-related organisation, as further described on our Site.

Identity Verification Statement means our statement describing our electronic identity verification process, available at www.rewardpay.co.nz/privacy-policy.

Non-Government Payee means a Payee which is not a Government Payee.

NZBN means New Zealand Business Number.
Organisation means an individual transacting privately, a sole proprietor of a business, a trustee of a trust, a partner of a partnership, a registered company, a registered association, a registered co-operative or a statutory body, which holds a valid and active NZBN and has a registered Account on our Payment Service.

Organisation’s Bank Account means the Organisation’s New Zealand-domiciled bank account for which the Organisation has provided Source of Funds Documentation in accordance with clause 3a(v) and from which funds will be transferred to the RP Bank Account to effect Bank Payments.

Payee means a supplier to the Organisation that satisfies the eligibility criteria in clause 4b.

Payment means, for each Payment Instruction, the Payment Amount which is paid, or to be paid, by us to a Payee on behalf of the Organisation in accordance with that Payment Instruction.

Payment Amount means, for each Payment Instruction, the amount that the Organisation has authorised us to pay to a Payee (excluding our Fees).

Payment Approval Process has the meaning given to that term in clause 4f.

Payment Date means, in respect of a Payment Instruction, the date that instruction is submitted to us through the Account (authenticated by the 2FA Code for Card Payments).

Payment Instruction means an instruction for Payment submitted through the Account (authenticated by a 2FA Code for Card Payments) and which includes the information specified in clause 4d. A Payment Instruction is submitted to us when the Account Holder clicks the ‘Complete’ button on our ‘Pay and Complete’ page.

Payment Manager has the meaning given to that term in clause 3e.

Payment Method means a Card Payment or a Bank Payment.

Payment Scheme means a financial network that establishes and operates a payment infrastructure for processing transactions between merchants, cardholders, issuers and Acquirers, and includes American Express, Visa and Mastercard.

Payment Service means the service provided by us pursuant to which we, in accordance with the Organisation’s Payment Instructions, make Payments on behalf of the Organisation to Payees in accordance with this Agreement.

Privacy Policy Statement means our statement available at https://www.rewardpay.co.nz/privacy-policy.

Prohibited or Restricted Industry/Payment Type means an industry or payment type specified in Appendix 1.

Rewards means, as at the Payment Date, the rewards specified at www.rewardpay.co.nz/pricing on that date, which may include membership or loyalty points offered by a Card Issuer and points, credits or benefits offered by a Reward Partner.

Reward Partner means a third party which operates a rewards or loyalty programme in respect of which we offer Rewards from time to time, as specified at www.rewardpay.co.nz/pricing.

RP Bank Account means, in respect of each Payment Instruction, our nominated bank account, the details of which are included in the Bank Transfer Details we provide for that instruction.

Site means the website https://secure.rewardpay.co.nz and, for Organisations with an Account, it includes the Customer Portal.

Source of Funds Documentation means a current bank statement of the Organisation’s Bank Account, which confirms the Organisation as the account holder (by name and NZBN) and which provides the bank account number for that account.

Subscription Fee has the meaning given to that term in clause 11.

Subscription Period has the meaning given to that term in clause 11.

Subscription Plan has the meaning given to that term in clause 11.

Third Party Provider means any Payment Scheme, Card Issuer, Acquirer, Reward Partner and any person who is not a party to this Agreement but whose goods or services we utilise in order to provide the Site and Payment Service.

Transaction ID means the code included in the Bank Transfer Details and which must be included in the reference/description when transferring funds from the Organisation’s Bank Account to the RP Bank Account for a Bank Payment.

25. Rewards

a. The Organisation may be eligible to earn Rewards on Qualifying Payments. The Rewards available from time to time, the Reward Partners who provide them, and the rates at which they may be earned, are set out at www.rewardpay.co.nz/pricing and in Appendix 3.

b. To earn Rewards from a Reward Partner, the Organisation must: (i) be a member of, and hold an active account under, that Reward Partner’s programme; (ii) link that account to its Account; and (iii) provide all information we reasonably request for that purpose, including its membership number and the full name associated with that account. Any additional requirement of a particular Reward Partner is set out in the Schedule for that Reward Partner in Part B of Appendix 2.

c. By linking a Reward Partner account to its Account, the Organisation authorises us and that Reward Partner to collect, use and share information about it and its use of our Payment Service to the extent necessary to enable it to earn and redeem Rewards, and otherwise in accordance with clause 19 and our Privacy Policy Statement.

d. Rewards are provided by Reward Partners and not by us, and are subject to the terms and conditions of the relevant Reward Partner, which form a separate contract between the Organisation and that Reward Partner. Each Reward Partner (and not RP) is responsible for the performance of its programme, including the crediting, redemption, expiry, suspension and cancellation of Rewards. We are not responsible for the administration of any Reward Partner’s programme.

e. We do not guarantee that any Rewards programme will remain available, that Rewards will accrue at any particular rate, or that any Reward will be credited within any particular timeframe. We will provide the relevant Reward Partner with complete and accurate data in respect of each Qualifying Payment, but crediting of Rewards is a matter for that Reward Partner.

f. Fees charged for Rewards are set out in Appendix 3, are non-refundable, and are an obligation owed by the Organisation to us for the purposes of clause 12f. We make no representation as to the Organisation’s tax position arising from earning, holding or redeeming Rewards, and the Organisation is responsible for any tax payable in connection with its Rewards.

g. We and the relevant Reward Partner may audit, amend, debit and correct Rewards earned and any Reward Partner account balance where an inaccuracy is identified, whether arising from our error, the Reward Partner’s error or otherwise.

h. Where reasonably practicable, we will give advance notice of material changes to the Rewards or Reward Partners we offer. We may make immediate changes where required by law, where required or made by a Reward Partner, or for fraud, security or operational reasons.

Appendix 1 — Prohibited and Restricted Use

Prohibited Activities

The Organisation, the Account Holder and Payment Managers must not use our Site or Payment Service for any activities which:

a. violate any law, statute, ordinance or regulation (for example, those governing financial services including anti-money laundering, consumer protections, unfair competition, anti-discrimination, false advertising, privacy, defamation or intellectual property);

b. relate to the sale or purchase of illegal goods and services or goods and services identified by government agencies as having a high likelihood of being fraudulent, including narcotics, steroids, certain controlled substances, drug paraphernalia;

c. items that encourage, promote, facilitate or instruct others to engage in illegal activity;

d. items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, items that infringe or violate any copyright, trademark, right of publicity or privacy, ammunition or firearms;

e. relate to transactions that disclose the personal information of third parties in violation of applicable law;

f. support pyramid or ponzi schemes, are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card;

g. violate applicable laws regarding the sale of tobacco products, prescription drugs and devices; or

h. involve gambling, gaming or lottery contracts.

Prohibited and Restricted Industries and Payment Types

X = industry or payment type prohibited for the applicable Payment Method. ✓ = industry or payment type permitted for the applicable Payment Method.

Always Prohibited

Prohibited based on Payment Method

Industry / Payment Type definitions

Air charters A company that provides on-demand aircraft.

Any illegal activity Any actions carried out for unlawful purposes.

Auction houses A company that runs auctions.

Bail bonds A sum of money paid by a criminal defendant to be released from custody under the condition that they appear for court appearances.

Bankruptcy services A company or agency that is in the business of recovering money owed on delinquent accounts or supporting the insolvency process.

Bullion Bulk metal in bars or ingots, including gold, silver, platinum or palladium bullion, bars or precious metals.

Cash at point of sale A cash advance from financial and non-financial institutions, including money orders, funding source for payroll.

Cheque cashing A business that provides customers with a way to turn a cheque into cash without relying on a bank account.

Debt collection A company that lenders use to recover funds that are past due, including debt collection agencies, factoring companies and liquidators.

Commercial leasing A business that conveys land, real estate, equipment or other property to another for a specified time in return for regular periodic payment.

Credit financing A merchant that provides financing to customers, earning revenue via fees and interest, including credit cards, personal loans, BNPL wallets, car loans, mortgage payments and loan crowdfunding.

Credit restoration A service aimed at improving credit ratings by disputing errors and outdated claims with credit reporting agencies.

Debt repayment A company collecting payment of overdue debt, including a payment to a collection agency, factoring company, liquidator or insolvency practitioner.

Digital file hosting (Cyberlockers) Online data hosting services providing remote storage space accessible globally over the internet.

Door-to-door sales Unsolicited individuals selling goods and/or services with immediate payment expected, often going from door to door.

Escort services A business, agency or person who, for a fee, provides or offers to provide a companion.

Foreign exchange bureaus Businesses or financial institutions with the legal right to exchange one currency for another.

Gambling The wagering of money or something of value on an event with an uncertain outcome, with the primary intent of winning money or material goods.

Investment on futures A purchase made for speculative purposes or with the intent of future profit or appreciation, including securities, wine with delivery exceeding one year from purchase, and investment on futures.

Marijuana dispensaries Individuals or entities involved in manufacturing, processing, distributing or dispensing marijuana or its by-products, whether recreational or medicinal.

Multi-level marketing / pyramid selling A sales system involving participants paying for the right to receive compensation for recruiting new participants or buying specific quantities of products.

Non-travel related memberships Subscriptions where the goods or services are paid more than one month in advance.

Online adult entertainment A business or entity that provides internet adult digital content.

Payday lenders Companies lending customers money at high interest rates with the agreement that the loan will be repaid when the borrower receives their next pay.

Payment aggregators Entities submitting transactions for payment on behalf of other merchants with or without direct relationships with Acquirers.

Payroll Payment to employees of the registered Organisation for services rendered.
Pharmacies (online) Pharmacies selling prescription drugs and products online.

Political party donations Contributions, funds, goods or services raised to promote the interests of a registered political party, candidate or campaign.

Prostitution Individuals or businesses providing sexual services in return for payment.

Real estate down payments An initial payment when real estate is purchased.

Related parties Individuals or entities associated with the Account Holder and/or the Organisation, including parent, subsidiary or related companies, companies with common directors/shareholders, or entities owned or directed by family members.

Telecommunications Wireless, cable, satellite, wireline and internet service provider businesses.

Telemarketing Businesses engaging in telemarketing of products, services or other arrangements.

Tobacco and smokeless tobacco retailers Businesses selling tobacco, smokeless tobacco and e-cigarettes online.

Top-up wallets Functionality providing a stored value digital facility, allowing funds to be loaded into a digital wallet for subsequent payments.

Travel-related Airlines and air carriers, car rental agencies, lodging, cruise lines, travel agencies and tour operators.

Unregistered / unregulated charities Non-profit organisations collecting donations that are not registered charities; registered charities are permitted.

Virtual currency / cryptocurrency Digital money not authorised or adopted by a government, issued and controlled by developers, and used among members of a specific virtual community.

Appendix 2 — Reward Partners

Part A — General

This Appendix supplements clause 25 of the Main Terms. Part A applies to every Reward Partner. Part B contains a separate Schedule for each Reward Partner. Where a Schedule is silent on a matter, clause 25 and Part A apply.

A1. Relationship with the Main Terms. This Appendix does not limit or exclude any right the Organisation has under the Main Terms or at law.

If there is any inconsistency between this Appendix and the Main Terms, the Main Terms prevail, except where a Schedule in Part B expressly states, in accordance with clause 23h, that a specified provision applies in place of a specified provision of the Main Terms in respect of the Programme identified in that Schedule.

A2. Linking. Before the Organisation can earn a Reward from a Reward Partner it must satisfy the requirements in clause 25(b) and any additional requirement specified in the Schedule for that Reward Partner

The Organisation is responsible for the accuracy of the account details it provides for linking, and we are not liable for Rewards which are not credited because those details were incorrect or incomplete.

A3. Selecting a Reward. Where more than one Reward is available for a Qualifying Payment, the Organisation may select the Reward it wishes to earn, and the applicable earn rate and Fee, at the time it submits the Payment Instruction. The Fee for the selected Reward is set out in Appendix 3 and is charged in accordance with clause 12.

A4. Crediting. We will transmit complete and accurate data in respect of each Qualifying Payment to the relevant Reward Partner. The timing and fact of crediting are matters for that Reward Partner. Clause 25(d) applies.

A5. Corrections. Clause 25(e) applies to every Reward Partner. Where a correction results in a debit to the Organisation’s Reward Partner account, we will notify the Organisation of the correction and the reason for it as soon as reasonably practicable.

A6. Withdrawal of a Programme.
We may cease to offer a Rewards programme in accordance with clause 25(h). Where we do so, Rewards already earned and credited are unaffected, and Rewards earned on Qualifying Payments made before the withdrawal takes effect will be transmitted to the Reward Partner in the ordinary course

A7. Reward Partner terms. Each Reward Partner’s terms and conditions form a separate contract between the Organisation and that Reward Partner.

We are not a party to that contract and give no warranty in respect of it. The current location of each Reward Partner’s terms is set out in the relevant Schedule.

A8. Format of Schedules. Each Schedule in Part B is in the following form:

1. Reward Partner: [full legal name], [registered address].

2. Programme: [programme name] (the Programme).

3. Reward: [name of points, credits or benefits] (the Reward).

4. Account identifier required for linking: [membership number / account ID].

5. Reward Partner terms and conditions: [URL], which form a separate contract between the Organisation and the Reward Partner.

6. Payment Methods on which Rewards may be earned: [Card Payment and/or Bank Payment].

7. Earn rates and applicable Fees: as set out in Appendix 3.

8. Additional requirements or variations (if any): [none / specify]. Any variation applies only to this Programme and only to the extent expressly stated, in accordance with clause 23h.

A9. Bespoke Reward Partner terms. Where a Reward Partner requires terms which are inconsistent with clause 25 or this Part A, those terms apply only to the Programme identified in the relevant Schedule, only for so long as we offer that Programme, and only to the extent expressly identified in paragraph (h) of that Schedule. Nothing in a Schedule affects the Organisation’s rights in respect of any Payment, refund or Fee under the Main Terms, or any right the Organisation has under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 where those Acts apply.

Part B — Reward Partner Schedules

Schedule 1 — Air New Zealand Airpoints

Appendix 3 — Fees, Subscription Plans and Reward Rates

Rewards

Air New Zealand Airpoints

Air New Zealand Airpoints is a frequent flyer / loyalty programme operated by Air New Zealand Limited, 185 Fanshawe Street, Auckland, New Zealand (Air NZ). Organisations that link a Koru account or Airpoints for Business account to their Account and make Qualifying Payments may earn Airpoints, which may be redeemed in accordance with the Koru terms and conditions or Airpoints for Business terms and conditions (as applicable), each available on Air NZ’s website.

We are a partner of Air NZ and the Organisation can earn

Airpoints by using our Payment Service to make Card Payments or Bank Payments to the Organisation’s Payees.
Airpoints may be earned on Qualifying Payments at the rates set out in Appendix 3.

Additional Definitions

Air NZ means Air New Zealand Limited, 185 Fanshawe Street, Auckland, New Zealand.

Airpoints means the frequent flyer / loyalty points credited to a Koru account maintained by Air NZ under the Koru Programme or Airpoints for Business Programme (as applicable), on the terms published by Air NZ on its website, as amended from time to time.

Koru means the name of the Air NZ loyalty programme.

Koru Member means an individual or business entity that has joined the Koru Programme or Air NZ’s Airpoints for Business Programme, on the terms published by Air NZ on its website, as amended from time to time.

Qualifying Payment means a payment made by the Organisation to a Payee using our Payment Service, as set out in clause 4 of the Agreement, whether that payment is a Card Payment or a Bank Payment.

Air NZ Terms and Conditions

The Organisation’s and Account Holder’s Koru membership, Airpoints and all associated Koru benefits are provided by Air NZ subject to Koru’s terms and conditions, available at https://www.airnewzealand.co.nz/koru/koru-terms-and-conditions and/or https://www.airnewzealand.co.nz/airpoints-for-business-terms-and-conditions. Koru’s terms and conditions are a separate contract between Air NZ and the Organisation, to which we are not a party.

The Organisation and Account Holder acknowledge and agree that Air NZ (and not RP) is responsible for the performance of the Koru Programme and Airpoints for Business Programme, including provision of any Airpoints to which they are entitled.

RP shall have no liability whatsoever to any Koru Member for any loss or damage that a Koru Member suffers as a result of any representation, act or omission of Air NZ (or any of its associated or related entities or their respective employees, contractors, suppliers, partners, agents or service providers) in connection with the Koru Programme or the Airpoints for Business Programme, as applicable, including without limitation any loss or damage a Koru Member suffers as a result of any changes that Air NZ makes to the Koru Terms and Conditions.

Earning Airpoints, and Applicable Fees

In order to earn Airpoints in relation to a Qualifying Payment:

i. the Organisation must be a Koru Member;

ii. the Organisation must link its Koru Member account to its Account; and

iii. the Organisation must provide all information from time to time requested by RP, including without limitation its Koru number and the full name associated with its Koru account.

The Organisation may choose to earn Airpoints at the time it makes a Qualifying Payment by selecting the desired option on the ‘pay and complete’ screen. The rates at which Airpoints may be earned, and the applicable Fees, are set out in Appendix 3, which Fees may be changed, and will be charged, in accordance with clause 12 of the Agreement and, for the avoidance of doubt, such Fees comprise and form part of RP’s Fees for the Qualifying Payment under the Agreement.

RP understands, but cannot guarantee, that Airpoints will be credited by Air NZ to the Organisation’s Koru account in accordance with Koru’s terms and conditions. Such provision of Airpoints by Air NZ is subject to the receipt by Air NZ of complete and accurate data from RP in relation to each Qualifying Payment. RP anticipates but does not guarantee that information regarding Airpoints to be credited to the Organisation’s Koru account will be sent by RP to Air NZ within 5 working days after the date of the relevant Qualifying Payment.

RP and Air NZ reserve the right to audit, amend, debit and correct Airpoints earned and/or any Koru account balance if any inaccuracy is identified, due to RP and/or Air NZ’s mistake or otherwise.

Notwithstanding anything else in the Agreement, Fees charged for Airpoints in accordance with this Appendix are non-refundable, are deemed to be an obligation owed by the Organisation to RP for the purposes of clause 12f of the Agreement, and the Organisation agrees that RP shall have all rights to deduct, withhold and offset in respect of such Fees pursuant to and as contemplated by clause 12f of the Agreement.

This Appendix is subject to change at any time and without prior notice, including modification or complete withdrawal in part or in full.

Taxation

RP makes no representation about the Organisation’s tax liability as a result of earning Airpoints on Qualifying Payments, or the Organisation’s use or redemption of Airpoints. The Organisation is responsible for any taxes and fees levied or required to be paid in connection with its Airpoints.

Privacy

This clause applies to the Organisation and RP in addition to clause 19 of the Agreement and the RP Privacy Policy Statement available at https://www.rewardpay.co.nz/privacy-policy. By linking its Koru account to its Account, the Organisation authorises Air NZ and RP to collect, use and share information about it and its use of RP’s Payment Service, primarily in order to allow it to earn Airpoints in respect of Qualifying Payments. For more information, see Air NZ’s privacy statement at https://www.airnewzealand.co.nz/privacy-policy. RP and Air NZ may also use and share the Organisation’s information with each other and with third parties for the purposes of carrying out marketing activities and conducting analysis on behalf of Air NZ, RP and their respective partners.

Subscription Plans

Fees (per Payment Instruction)

Standard Transaction Fees (per Payment Instruction, by Subscription Plan)

Unlike the Australian pricing model, RewardPay (NZ) Limited does not apply spend-volume price breaks. Each Subscription Plan has a single flat Bank Payment fee and two flat Card Payment fees — one for Payments to a Government Payee and one for Payments to a Non-Government Payee — regardless of the Organisation’s spend. Where a Fee differs by Eligible Card type or Payment Scheme, the applicable Fee is shown separately in the table below.

Appendix 4 — Eligible Cards and Payment Schemes

B1. Application. This Appendix supplements clauses 5, 8, 12 and 18 of the Main Terms. It applies only to Card Payments. Each paragraph applies only to the Eligible Card type or Payment Scheme it identifies. Where this Appendix is silent in respect of an Eligible Card type or Payment Scheme, the Main Terms apply in full. If there is any inconsistency between this Appendix and the Main Terms, the Main Terms prevail, except where this Appendix expressly states, in accordance with clause 23h, that a specified provision applies in place of a specified provision of the Main Terms. B2. Accepted Eligible Cards. As at the date of this Agreement, the following Eligible Card types may be added to an Account and used to make Card Payments: (a) American Express. The current list is also published on our Site. We may add or cease to accept an Eligible Card type or Payment Scheme in accordance with clause 5d. B3. Card Security Number. For American Express Eligible Cards, the Card Security Number is the four-digit number on the upper right front of the card.