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Payap Merchant Terms

Effective date: 30 October 2025


These terms are between Centrapay Limited (“Centrapay”, “we”, “us”, or “our”) and “you” a merchant who has registered for a merchant account through the Centrapay Business Portal.


You must not access or use any Payap Services unless you agree to these terms. You will be taken to have accepted these terms when you first use Payap to process a transaction. Please note that it is your responsibility to ensure that any use of Payap is by persons authorised by you to do so.

1. DEFINED TERMS


Capitalised terms not defined in these terms have the meaning given to them in the Centrapay Merchant Agreement and, unless the context otherwise requires:

Centrapay Merchant Agreement means the agreement between you and Centrapay setting out the terms on which you may access and use the Centrapay software and support services.

Confidential Information means all information in relation to these terms including:

  • business and technical information about the Payap Services;

  • Payap intellectual property rights;

  • information disclosed by Centrapay to you on the express basis that such information is confidential or might reasonably be expected to be confidential in nature.

Payap is the Payap branded mobile application which facilitates payment instructions from the Payap user’s linked account to you.

Payap Services means the software and support for Payap.

Payap Service Fees means the fees specified in these terms or otherwise on the Centrapay Business Portal as the Payap Service Fees.

Payap user means a person with the Payap application installed on their phone.

2. PAYAP SERVICES


2.1 You must:

  1. register for a Centrapay Merchant Account and agree to the Centrapay Merchant Agreement, through the Centrapay Business Portal; and

  2. set up a Payap profile in the Centrapay Business Portal,

before you may use the Payap Services. These terms are in addition to the terms of the Centrapay Merchant Agreement.


2.2 You can manage your Payap profile through the Centrapay Business Portal and you can:

  1. view transactions

  2. view settlements

  3. initiate refund instructions

  4. manage your Payap business profile information


2.3 You may accept Payap payments in-store via your EFTPOS terminal or Point of Sale (POS) device, or online via an eCommerce store.


2.4 To get started with in-store payments, Payap may require a software update to your EFTPOS terminal or POS device. Most EFTPOS terminals types are compatible with the QR code software that supports Payap. You can check if your EFTPOS terminal is compatible by visiting: https://docs.centrapay.com/guides/compatible-solutions/.


2.5 To accept Payap online via an eCommerce store, you need an eCommerce site that is capable of integrating with the Centrapay network. Integration needs to occur before you can process an eCommerce transaction. You can check if your eCommerce site is compatible by visiting: https://docs.centrapay.com/guides/compatible-solutions/.


2.6 The Payap Services are provided to you on a non-exclusive basis. You may only use the Payap Services for your own business and not on behalf of any other person, or allow another person to use them, except with our prior written approval.


2.7 We may modify or enhance the Payap Services without notice to you where the change will not materially impair the functionality of the Payap Services. We may otherwise change the Payap Services after giving you reasonable prior notice (where practicable) and if you do not wish to continue with the Payap Services following such notice, you may terminate these terms and end your use of the Payap Services and clause 12.6 will apply.


2.8 You must comply with all applicable laws, these terms and any reasonable direction from us in carrying out your obligations under these terms and using and receiving the Payap Services.


2.9 You are responsible for integration of the Payap Services into your systems and for maintaining necessary network connections and telecommunications links.


2.10 You can initiate refund instructions via your EFTPOS terminal or via the Centrapay Business Portal. If the Payap refund is declined, this means there were not sufficient funds available from transactions you processed that day to cover the refund (at that point in time), and you will need to perform the refund in another way.

3. FEES


3.1 The Payap Service Fees applicable to you will be advised to you through the Centrapay Business Portal as part of your onboarding process. The Payap Service Fees may be changed at any time by giving you at least 30 days’ prior notice. If you do not wish to continue to receive the Payap Services, you can terminate these terms and your access to the Payap Services in accordance with these terms.


3.2 Payap Service Fees will be calculated monthly at the end of each calendar month and are payable by you on the 15th of the subsequent calendar month. Should the 15th of the month fall on a day which is not a banking day, the fees will be payable on the next banking day.


3.3 You must provide us with your New Zealand bank account details for debiting of fees through the Centrapay Business Portal. We may require the Payap Service Fees to be paid by direct debit and you will complete any required direct debit authorisation before we can provide you with access to the Payap Services.

All fees are GST exclusive.

4. SURCHARGING


You cannot charge a surcharge fee (however called) for Payap transactions.

5. STATEMENTS


Digital records of your transaction history, daily settlement and monthly Payap Service Fees can be found under your Payap profile in the Centrapay Business Portal.

6. SECURITY


You must have processes and procedures in place to meet any data security standards or requirements specified in the Centrapay Business Portal at the time you are onboarded to receive the Payap Services. We may update any data security standards or requirements from time to time by providing you with reasonable prior notice (where practicable) and if you do not wish to continue with the Payap Services following such notice, you may terminate these terms and end
your use of the Payap Services and clause 12.6 will apply

7. PAYAP USER RELATIONSHIP


7.1 Payap facilitates payment instructions from a Payap user to you only. You are solely responsible for the nature and quality of any products or services you provide to Payap users, supporting Payap users with transaction receipts, refunds and/or any other matters relating to the products and services purchased by a Payap user, and any other issues associated with your products and services.


7.2 All payment disputes must be managed by you directly with the Payap user. Centrapay is not responsible for any payment disputes.

8. DATA


We may share any information you provide to Centrapay in connection with the Payap Services, including any personal information, in accordance with our privacy policy.

9. PAYAP INTELLECTUAL PROPERTY


You may use Payap as made available by us from time to time, subject to these terms. This permission does not give you any rights in Payap, or any of its components or content, and you must not copy, modify, adapt, reproduce, republish or sub-licence Payap, or any of its components or content.

10. WARRANTIES


To the extent permitted by law we provide the Payap Services as is and as available, without any express or implied warranties of fitness for a particular purpose, or any other type of warranty or guarantee except as expressly stated in this Agreement. As the Payap Service relies on external telecommunications networks, we cannot guarantee that the Payap Service will be available at all times or will be error free.

11. LIABILITY AND INDEMNITY


11.1 To the maximum extent permitted by law, Centrapay is not liable for Losses you or any third party suffers or incurs as a result of, or in connection with:

  1. your access to or use of the Payap Services in breach of these terms;

  2. acceptance, non-acceptance or delay in Payap facilitated transactions not caused by us;

  3. erroneous or fraudulent transactions of Payap Users;

  4. bugs, viruses, or other harmful code that may be transmitted to or through the Payap Services through no fault of ours;

  5. hacking, tampering, or other unauthorised access or use of the Payap Services;

  6. any errors, inaccuracies, omissions, or losses in or to any data provided to us.


11.2 To the maximum extent permitted by law, and without limiting the other provisions of these terms, neither party is liable to the other under or in connection with these terms for any:

  1. loss of profit, revenue, savings, business, use, data, and/or goodwill;

  2. consequential, indirect, incidental or special damage or loss of any kind;

  3. delays in communication due to any breakdown or failure of transmission communication facilities or any act beyond the reasonable control of a party.


11.3 Clauses 11.1 and 11.2 do not apply to limit or exclude a party’s liability for its own fraud, dishonesty or wilful default or deliberate breach of these terms.


11.4 You indemnify Centrapay against any Losses suffered or incurred by Centrapay as a result of third party claims made against Centrapay, that result from your use of the Payap Services other than in accordance with these terms. This indemnity won’t apply to the extent the Losses arise from our fraud, dishonesty, or wilful default or deliberate breach of these terms.

12. TERM, SUSPENSION & TERMINATION


12.1 These terms are effective from the date you first access the Payap Services, and continue until the later of these terms being terminated, or you no longer require any Payap Services. You may terminate these terms at any time and clause 12.6 will apply.


12.2 Without limiting any of our other rights or remedies under these terms or at law, we may restrict or suspend your access to, and use of, the Payap Services, if we, acting reasonably, consider that you or any of your personnel or representatives have:

  1. undermined, or attempted to undermine, the security or integrity of the Payap Services or the Centrapay Platform;

  2. used, or attempted to use, the Payap Services:

    1. for improper purposes; or

    2. in a manner that materially reduces the operational performance of the Centrapay Platform;

    3. transmitted, inputted or stored any data that breaches or may breach these terms or any third party right (including intellectual property rights and privacy rights), or that is or may be objectionable, incorrect or misleading;

    4. breached, or threatened to breach, any law;

    5. breached the terms of your merchant services agreement with your bank or where we have been requested by your bank to suspend your access to the Payap Services.


12.3 We may, by notice to you terminate these terms if you commit an Event of Default, and do not remedy that Event of Default within a reasonable time after being notified by us, such reasonable time period to be no less than 10 days from the date of notice.


12.4 A party may, by notice to the other party, immediately terminate these terms if the other party:

  1. is at risk of having, or has, an official manager, official assignee, trustee, receiver, voluntary administrator, liquidator or provisional liquidator, or anyone in a similar role, appointed for all or a material part of a party’s assets or undertaking;

  2. being an individual, is at risk of being declared, or is declared, bankrupt, or enters into the no assets procedure;

  3. being an individual, dies or becomes mentally or physically incapacitated;

  4. has any distress, attachment, or execution levied, issued, enforced or obtained on or against all or substantially all of that party’s assets; or

  5. ceases carrying on business.


12.5 In these terms, an “Event of Default” means where:

  1. you are in material breach of these terms;

  2. any representation or warranty made by you or on your behalf is incorrect, untrue or misleading in any material way;

  3. any of the events allowing us to suspend the Payap Services under clause 12.2 occurs;

  4. for any length of time we consider reasonable in the circumstances, you are not contactable or you do not respond to communication;

  5. you commit an act of serious misconduct, including fraud or dishonesty;

  6. either you or any related person (including your personnel) are currently in breach of law; or

  7. we are requested to do so by your bank providing you with merchant account services, or a regulatory body, or where we are required to do so by law.


12.6 Upon termination or expiry of these terms:

  1. you will stop using the Payap Services and will not process or accept any new transactions using Payap;

  2. on request, remove all Payap logos from your website, premises and other property;

  3. all licences and access rights granted to you under these terms, including under clause 9, are automatically revoked;

  4. we will not be liable to you for any Losses you incur as a result of any termination or suspension of the Payap Services and these terms, in accordance with these terms; and

  5. all amounts payable by you to us under these terms become immediately due and payable and you authorise us to debit your nominated bank account to make payment for such amounts.


12.7 Termination or expiry of these terms shall not affect any rights of a party against any other party which accrued up to and including the date of termination or expiry.


12.8 Clauses which, by their nature, are intended to survive termination or expiry of these terms, including clauses 9, 10, 11 and 13.3 will survive termination of these terms.

13. GENERAL TERMS


13.1 Nothing in these terms creates a relationship of joint venture, partnership or principal and agent between us and you. You must not act as if, or represent, or attempt to represent, to any person that any such relationship exists.


13.2 Neither party is liable to the other for any failure to perform its obligations under these terms to the extent caused by a Force Majeure Event, provided that the affected party:

  1. immediately notifies the other party and provides full information about the Force Majeure Event;

  2. uses best endeavours to overcome the Force Majeure Event; and continues to perform its obligations as far as practicable.


13.3 You must always keep confidential the Confidential Information and must not directly or indirectly use, disclose, or distribute the Confidential Information. Those obligations of confidentiality do not apply to any disclosure or use of Confidential Information to the extent:

  1. required by law; or

  2. the Confidential Information which:

    1. is publicly available through no fault of you or your personnel; or

    2. is rightfully received by you from a third party without restriction and without breach of any obligation of confidentiality.


13.4 You agree and represent that you are acquiring the Payap Services for the purposes of trade. The parties agree that:

  1. to the maximum extent permissible by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Payap Services or these terms; and

  2. b. it is fair and reasonable that the parties are bound by these terms.


13.5 You consent for all purposes to receive in electronic form or via electronic process (including via the Centrapay Business Portal, Centrapay website or email) any notices and communications under these terms, including any direct debit confirmation.


13.6 These terms, together with the Centrapay Merchant Agreement, constitute the entire agreement of the parties in respect of the matters covered by it and supersedes all earlier negotiations, agreements and understandings.


13.7 The parties have not relied on any representation, warranty or agreement relating to the subject matter of these terms that is not expressly set out in these terms, and no such representation, warranty or agreement has any effect from the date of these terms.


13.8 Centrapay may assign or transfer its rights and obligations under these terms on notice to you to any party who assumes responsibility for providing the Payap Services. You may not assign or transfer any of your rights or obligations under these terms without the prior written consent of Centrapay, such consent not to be unreasonably withheld.


13.9 No failure to exercise or delay in exercising any right, remedy or power under these terms is a waiver of the right to demand exact compliance with these terms.


13.10 If any provision of these terms is or becomes invalid or unenforceable, that provision shall be deemed deleted from these terms and such invalidity or unenforceability shall not affect the other provisions of these terms, all of which shall remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provisions.


13.11 We may amend these terms and will give you at least 14 days’ notice of such amendments. If you do not wish to continue with the Payap Services following such notice, you may terminate these terms and end your use of the Payap Services and clause 12.6 will apply.


13.12 These terms are governed by New Zealand law and the New Zealand courts have non-exclusive jurisdiction to resolve any disputes.