Merchant Terms and Conditions
1. TERMS AND CONDITIONS FOR USE OF AIRPAY PLATFORM
1.1 Acceptance of Terms and Conditions: These terms and conditions are the terms on which access to the Airpay Platform is provided and you use and receive the benefit of the wallet payment service provided by Airpay. By applying to become a Airpay Registered Merchant with Airpay, you accept these terms and conditions. If you do not accept these terms and conditions, you must not use the Airpay Platform.
1.2 Variation to Terms and Conditions: These terms and conditions may be varied by Airpay from time to time by posting a notice of change on Airpay’s website. Notification will also be made to the email address recorded in your Airpay Registered Merchant account. The variation to the terms and conditions will take effect 10 Business Days after the notice was posted on Airpay’s website. By continuing to use the Airpay Platform after the 10 Business Day notice period, you agree to be bound by the varied terms and conditions as published.
1.3 Assignment:
1.3.1 You may not assign your rights and obligations under these terms and conditions without the prior written consent of Airpay. For the avoidance of doubt, a change in control of an entity will be deemed to be an assignment for the purposes of these terms and conditions.
1.3.2 Airpay can assign its rights and obligations under these terms and conditions to any person at any time. Notification of such assignment will be made by posting a notice on Airpay’s website. The assignment will take effect 10 Business Days after posting on Airpay’s website. By continuing to use the Airpay Platform after the 10 Business Day notice period, you agree to be bound by the assignment.
1.4 Becoming a Airpay Registered Merchant: Becoming a Airpay Registered Merchant is free, with the exception of withdrawal fees (see clause 6.1). Becoming a Registered Merchant forms a legally binding contract which is enforceable against you.
1.5 Governing Law: These terms and conditions are governed by the laws of New Zealand and Australia. The Courts of New Zealand and Australia shall have non-exclusive jurisdiction in relation to any proceedings regarding these terms and conditions.
2. SERVICE PROVIDED BY Airpay
2.1 The Service: Airpay provides a facility for Users to buy Airpay E-wallets and use the E-wallets to pay for goods and/or services purchased in New Zealand and Australia from Airpay Registered Merchants. Airpay provides a transfer service, whereby part or all of the E-wallet value is paid to a Airpay Registered Merchant on completion of the E-wallet payment procedure described in clauses 5.1 and 5.2.
2.2 Airpay is not party to User / Merchant contract:
2.2.1 Airpay does not take any part in the contract for sale and purchase of goods or services between you and Users registered with Airpay. The Airpay Platform merely provides a means of communicating orders either from or to you and facilitating payment for the goods or services purchased.
2.2.2 Airpay accepts no responsibility or liability for any issues which may arise between you and Users. Responsibility for any refund or default rests with you.
2.2.3 If you have a dispute regarding goods or services purchased from you, you must resolve the dispute directly with the User. Any reimbursement for goods and services must be arranged between you and the User directly – it cannot be re-credited back to a User’s E-wallet.
2.3 Airpay’s right to cancel E-wallet programme: Airpay reserves the right to cancel the E-wallet programme at any time.
3. GST
3.1 Redemption of E-wallet is a supply: You agree that the time a User redeems an E-wallet to purchase goods or services from you will be treated as the time of supply of goods and services for the purposes of Goods and Services Tax Act 1985.
4. MERCHANT OBLIGATIONS
Merchant Terms and Conditions
These terms and conditions govern your use of the Airpay Platform. Please read them before you register as a Airpay Registered Merchant.
4.1 Your obligations: You will:
4.1.1 Keep your Airpay Platform login information, including your Registered Merchant name and password, secret and secure.
4.1.2 Take all reasonable steps to keep your systems secure and free from any unauthorised access or computer virus.
4.1.3 Provide, at the request of Airpay, full and correct details of the goods and/or services provided to a User together with copies of all documentation evidencing the trade with a User (e.g. booking information, tax invoices, statements).
4.1.4 Notify Users if you are passing on to the User the cost of any fees incurred by you in relation to your use of the Airpay Platform (such as the withdrawal fee contained in clause 6.1).
4.1.5 Deal promptly with all customer service issues which arise from any purchase of goods and/or services by a User using Airpay’s E-wallet service.
4.1.6 Meet all of your obligations under all applicable consumer legislation.
4.1.7 Immediately refund the full amount paid by the User in respect of the goods and/or services, in the event of a refund being due to a User. Any refund for goods and services must be arranged between you and the User directly – it cannot be re-credited back to a User’s E-wallet.
4.1.8 Not do any act which in the reasonable opinion of Airpay damages the reputation of Airpay or brings Airpay, its Platform or the website into disrepute.
4.1.9 Not use the Airpay Platform for any dishonest, fraudulent or otherwise illegal purpose.
4.1.10 Immediately notify Airpay of any suspicious, fraudulent or unauthorised transactions.
4.1.11 Comply with all other applicable laws and regulations.
5. Airpay’S RIGHTS AND OBLIGATIONS
5.1 Payment procedure for Merchant initiated payments: The following is the payment procedure where a payment request is initiated by you as the Airpay Registered Merchant:
5.1.1 You must register with Airpay as a Airpay Registered Merchant, completing an application form and supplying all information required by Airpay in order for Airpay to complete the application and verification process.
5.1.2 Airpay will notify you when you are accepted as a Airpay Registered Merchant.
5.1.3 You will upload to the Airpay Platform details of a trade with a User, including supporting documentation (e.g. invoice, statement).
5.1.4 If Airpay is satisfied with the information provided, Airpay will generate a Airpay invoice and payment link for sending to the User.
5.1.5 The User will receive details of the trade (e.g. the Merchant’s name, goods or services purchased and price) together with a payment link. The User will need to undertake certain steps to arrange for a currency conversion and credit to purchase an E-wallet from the Airpay Platform.
5.1.6 When it receives payment for the E-wallet from the User, Airpay will undertake verification steps to ensure the trading documents match the transaction.
5.1.7 Once the transaction has been verified by Airpay, you will receive confirmation that payment has been received by Airpay, the trading documents have been verified and the E-wallet credit is available for you to withdraw.
5.1.8 To receive payment from Airpay you must supply Airpay with a withdrawal notice specifying the sum to be paid (which cannot be more than the value of the E-wallet). If you complete and lodge a withdrawal notice before 3:00pm on a Business Day, Airpay will process the payment to your nominated bank account on the same day. If you complete and lodge a withdrawal notice after 3:00pm on a Business Day or any day which is not a Business Day, Airpay will process the payment to your nominated bank account on the next Business Day.
5.2 Payment procedure for User initiated payments: The following is the payment procedure for where payment to you is initiated by a verified User:
5.2.1 The User will upload to the Airpay Platform details of the trade with you, including supporting documentation (e.g. booking request, invoice, statement). The User will undertake certain steps to arrange for a currency conversion and credit to purchase an E-wallet from the Airpay Platform.
5.2.2 When it receives payment for the E-wallet from the User, Airpay will undertake verification steps to ensure the trading documents match the transaction and that you are registered as a Airpay Registered Merchant. (If you are not a Airpay Registered Merchant, you will be required to register as a Airpay Registered Merchant, completing an application form and supplying all information required by Airpay in order for Airpay to complete the application and verification process. You will receive confirmation when the application and verification process is complete.)
5.2.3 Once the transaction has been verified by Airpay, you will receive confirmation that payment has been received by Airpay, the trading documents have been verified and the E-wallet credit is available for you to withdraw.
5.2.4 To receive payment from Airpay, you must supply Airpay with a withdrawal notice specifying the sum to be paid (which cannot be more than the value of the E-wallet). If you complete and lodge a withdrawal notice before 3:00pm on a Business Day, Airpay will process the payment to your nominated bank account on the same day. If you complete and lodge a withdrawal notice after 3:00pm on a Business Day or any day which is not a Business Day, Airpay will process the payment to your nominated bank account on the next Business Day.
5.3 Airpay’s obligations: Airpay agrees that it will process transactions in accordance with paragraphs 5.1 or 5.2 above, provided that:
5.3.1 There is sufficient credit in the User’s E-wallet to make either a full or part payment of a purchase from you.
5.3.2 Airpay has received all necessary documentation from the User (or you on the User’s behalf) evidencing your trade with the User.
5.3.3 The transaction verification process has been completed and Airpay is satisfied (in its sole discretion) that the trade is a genuine transaction.
5.4 Suspension or cancellation of transactions: Airpay can in its sole discretion suspend or cancel a transaction through the Airpay Platform where Airpay has any reason to suspect the transaction involves fraud, money laundering or financing of terrorism. Airpay will notify you by email if a transaction is suspended or cancelled.
5.5 Preventing use of Platform by Merchant: Airpay reserves the right to suspend or terminate the membership of a Merchant or any other person from using the Airpay Platform at its sole discretion.
6. FEES
6.1 Withdrawal Fee: Withdrawing funds from your Airpay account into a New Zealand or Australian bank account is free of charge. If you wish to withdraw your funds into a foreign bank account there will be a bank fee.
7. PERSONAL INFORMATION
7.1 Registering as a merchant: You must complete the Airpay Registered Merchant application form to Airpay’s satisfaction. Airpay may decide in its sole discretion whether or not to accept your application.
7.2 Accurate information: You warrant that you have provided complete, accurate and current information when registering as a Merchant with Airpay. You also warrant that you will immediately notify Airpay of any changes to the details provided in your registration application.
7.3 Requests for additional information: Airpay may make enquiries about any personal information that you provide to Airpay in order to check the accuracy of that information. You agree to provide all reasonable information (including any documentation) requested by Airpay in order to assist Airpay to meet its obligations under the Anti- Money Laundering and Countering Financing of Terrorism Act 2009 and any other relevant Acts or Regulations.
7.4 Updating your information:
7.4.1 You must maintain and update your information held by us to ensure it is kept current at all times. We may call or email you to verify these details.
7.4.2 We provide you with ways in which you can change, update or add to your information, however the responsibility for updating the information rests solely with you.
7.5 Privacy: In accordance with the provisions of the Privacy Act 1993, Airpay may collect personal information about you (including your Merchant registration details, User transactions with you and your use of the Airpay Platform). Full details of Airpay’s Privacy Policy, including how Airpay may use your personal information, can be found on the Airpay website (https://www.airpayfintech.com/).
7.6 Security of your information: You are responsible for keeping your login information, including your Merchant name and password, secret and secure. Without limiting the foregoing, you agree to not permit any other person to use your user login information and not to disclose, or provide to any other person your Merchant name, password or any other information in connection with your Merchant account that may allow them to gain access to your account.
8. USE OF MERCHANT INFORMATION AND INTELLECTUAL PROPERTY
8.1 Right to Display: Airpay may use your business name, trademark, logo or website domain on the Airpay website or in promotional materials associated with the Airpay Platform and its services.
8.2 Merchant warranty: You warrant to Airpay that any images and/or text supplied by you for use on the Airpay website or promotional materials are your property and by using such images and/or text neither you nor Airpay will be in breach of any third party’s intellectual property rights. You indemnify Airpay against any loss suffered or claim which is brought against Airpay by any third party in connection with the use of any intellectual property supplied to Airpay by you.
8.3 Intellectual property is accurate and current: You agree that any images, text and/or information supplied to Airpay for use on the Airpay website or in promotional materials is correct at the time of supply and, in the event of any change in the images, text and/or information you will provide to Airpay the correct images, text and/or information as soon as practicable.
8.4 Removal from Airpay website and materials: Airpay may change or remove the text, images and/or information displayed on the website or in promotional materials in regard to you at any time and without prior notice to you.
9. USE OF AIRPAY INTELLECTUAL PROPERTY
9.1 Right to Display: You may use Airpay’s business name, trademark, logo or website domain on your website for the purposes of promoting the Airpay Platform and its services and confirming you are a Airpay Registered Merchant.
9.2 Merchant obligations: You will:
9.2.1 Only use Airpay’s intellectual property in a form and a manner approved by Airpay.
9.2.2 Not use or refer to Airpay’s intellectual property in a way that is or may be confusing, misleading or deceptive.
9.2.3 Not use or refer to Airpay’s intellectual property in a way that is detrimental to Airpay’s reputation or goodwill.
9.2.4 Not, without Airpay’s prior written permission, in any form or by any means:
(a) Adapt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of the Airpay Platform or website; or
(b) Commercialise, copy, or on-sell any information, or items obtained from any part of the Airpay Platform or website.
9.2.5 Comply with Airpay’s reasonable instructions as to the use of the intellectual property.
9.2.6 Immediately cease using Airpay’s intellectual property if Airpay requests you to do so or if your Merchant account is suspended or terminated by Airpay for any reason.
9.3 Airpay Warranty: Airpay warrants that the intellectual property supplied by it for use on your website is Airpay’s property and by using such images and/or text neither you nor Airpay will be in breach of any third party’s intellectual property rights.
9.4 Ownership of intellectual property:
9.4.1 Ownership of Airpay’s intellectual property remains with Airpay at all times. These terms and conditions do not confer on you any right, title or interest in the intellectual property, other than the right to use the intellectual property in accordance with these terms and conditions.
9.4.2 Airpay or its assigns, own all proprietary and intellectual property rights of the Airpay Platform and in the Airpay website (including text, graphics, logos, icons) and the software and other material underlying and forming part of the services or the website.
10. NO LIABILITY
10.1 Fraudulent activity: While Airpay has used its best endeavours to ensure that appropriate systems are in place to reduce the risk of fraudulent activity, Airpay is not responsible for protecting Airpay Registered Merchants from forms of wrongful or fraudulent activity.
10.2 Unauthorised access: Provided that Airpay has taken reasonable steps to protect its systems, Airpay does not accept any liability for any damage, loss, cost expense or harm arising directly or indirectly as a result of any computer virus or unauthorised access of our system.
10.3 Inability to use Airpay Platform: Airpay accepts no responsibility for any inability to use the service that arises from an issue between you and your network or communication provider.
10.4 Breach by Merchant: Without limiting any other rights and remedies available to Airpay, Airpay may limit your use of the Airpay Platform, terminate your Airpay Registered Merchant account, or refuse to provide Airpay services to you if in Airpay’s opinion you breach these terms and conditions.
10.5 Liability: Notwithstanding any other terms of this agreement you agree that, to the maximum extent permitted by law, any and all liability and responsibility of Airpay to you or any other person under or in connection with these terms and conditions, the Airpay Platform, Airpay’s website, any Airpay User’s act or omission, or your use of or inability to use the Airpay Platform, is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Airpay’s liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.
10.6 Indemnity: By using this service you agree to release and indemnify Airpay and to keep Airpay indemnified from and against all actions, claims, costs (including legal costs and expenses on a solicitor and client basis), losses, proceedings, damages, liabilities, or demands suffered or incurred by Airpay to any person arising out of or in connection
with your failure to comply with these terms and conditions or failure by you to complete a transaction with a User or out of or in connection with your use of the Airpay Platform.
10.7 Force Majeure: Airpay has no liability for any lack of performance, or for any failure of Airpay to comply with these terms and conditions where the same arises from any cause reasonably beyond Airpay’s control.
10.8 Consumer Guarantees Act: You acknowledge that you are using Airpay’s service for business purposes and accordingly the provisions of the Consumer Guarantees Act 1993 do not apply.
10.9 No Waiver: If Airpay does not exercise or enforce any right available to us under these terms and conditions, it does not constitute a waiver of those rights.
11. TERMINATION
11.1 Termination or suspension by Airpay: Airpay may in its sole discretion suspend or terminate your Airpay Registered Merchant account and/or your use of the Airpay Platform or Airpay website immediately upon notice.
11.2 Termination or suspension by Merchant: You may at any time request that Airpay suspend or terminate your Airpay Registered Merchant account and/or your use of the Airpay Platform or Airpay website.
11.3 Obligations on termination or suspension:
11.3.1 You will not hold out or represent that you are a Airpay Registered Merchant or have any relationship with Airpay.
11.3.2 You will immediately cease using Airpay’s Intellectual Property.
11.3.3 You will immediately return to Airpay, or destroy at Airpay’s direction, any information or property in your possession pertaining to the Airpay Platform.
12. NOTICES
12.1 Receipt of notices: You agree that all notices and other communications will be made by us to the email address contained in your Airpay Registered Merchant account. All notices and other communications are deemed to be received by you at the time specified in the email transmission which was not returned as undeliverable or as containing any error.
13. INTERPRETATION
13.1 Interpretation: In these terms and conditions, the following expressions have the meanings set out:
13.1.1 Business Day means any day between and including Monday to Friday which is not a public holiday in New Zealand or Australia or a public holiday or festival period in China. Airpay will post on its website a notice confirming which days Airpay will not be trading or processing payments.
13.1.2 E-wallet means the electronic wallet purchased by Users to use the value stored on the wallet to purchase goods and/or services from Airpay Registered Merchants.
13.1.3 Airpay means AIRPAY FINANCIAL TECHNOLOGIES PTY LTD.
13.1.4 Airpay Registered Merchant means a retailer, business or service provider who accepts payments for its goods and/or services through the Airpay Platform and is registered as a merchant with Airpay.
13.1.5 Merchant means a person who registers as a Airpay Registered Merchant.
13.1.6 User means a person who registers to use the Airpay Platform.
13.1.7 Website means https://www.airpayfintech.com/
13.1.8 You or Your is a reference to Merchants.