Welcome to PayPlus. We developed PayPlus (the “Payment Service”) to make it easy for you to accept WeChat payments online and in-store from your customers so you can focus on your own product or service. PayPlus incorporates the NZD Payment Service which enables you to offer your goods and services and accept WeChat payments in New Zealand dollars. We have tried to draft these PayPlus Services Agreement in a clear and simple manner. Unfortunately, the realities of the legal world make it a very difficult task. So, should you have any questions or concerns or would simply like to better understand how PayPlus operates, please do not hesitate to contact PayPlus directly. Below is a quick description of the sections in this Agreement, but there are important details in the whole document, so you should read it carefully.
We are an authorised WeChat New Zealand Agent (1374150902), we are FSP registered (FSP506706) we are also a member of the disputes resolution scheme. WeChat Pay is designed (the “Payment Service”) to make it easy for you to accept payments online and offline from Chinese customers so you can focus on your own product or service. Engaging with WeChat allows you to market your business to a large Chinese customer base (800M users). Accepting WeChat as a method of payment allows you charge NZD for your goods and services while allowing your Chinese customer to pay in Chinese RMB without having to worry about exchange rates and money transfer. This opens up 3 distinctive markets for you: NZ based Chinese customers Chinese tourists China based customers
The Payment Service
PayPlus provides you with software and a service to process either or both your online and offline payments; PayPlus will respect and protect your privacy, data and any personal information collected by us in the course of providing this service. You run your business, service your customers, protect your customers’ data, report & pay taxes, and observe all laws, rules, and regulations.
Registering for the PayPlus Payment Service
You provide PayPlus with basic information about your company; PayPlus will seek to verify your information (PayPlus may work with third parties to do so) and approve your service account unless deemed risky (by PayPlus or PayPlus’s payment processors). You give PayPlus permission to do all this, and to periodically update the information or PayPlus otherwise must decline to offer you the service.
Receiving your Funds from WeChat Pay Transactions
PayPlus pays you for your transactions (minus any fees), at a schedule communicated to you once your use of a Payment Service is approved. (Payouts for your transactions are typically sent to your bank within 7 days). A certain amount of your funds may be subject to an additional hold period (e.g. Reserve Account) with terms determined by your perceived risk and transaction history. You are responsible for refunds, returns, and liable for customer disputes (chargebacks).
Termination and Other Legal Terms
We may suspend or terminate this agreement at any time (especially if you are in breach of this agreement or are breaking the law). You can also terminate anytime. Termination is effective immediately. Termination does not alter your liability for processed payments or related chargebacks. This section also includes all the extra legal stuff they make us add (e.g. indemnification, warranties, assignment).
Merchant Services Agreement
The Terms and Conditions described here constitute a legal agreement between the entity listed as the “Merchant” on the Service registration page (sometimes referred to as “you,” “your”, or “user”), PayPlus and Designated Bank. PayPlus and Designated Bank are collectively also referred to as “we”, “our” or “us”).
Unless they are defined differently in context, the following words have these meanings in this Agreement:
“Agreement” means this Merchant Services Agreement.
“Bank Account” means the bank account you specify for payments to you. “Banking Day” means a day on which banks are open for general banking business in Wellington and Auckland, New Zealand, except for Saturdays, Sundays and national public holidays.
“Designated Bank Services” means the merchant acquiring services provided by Designated Bank to you for the acceptance and processing of WeChat Pay transactions under the Payment Service.
“Chargeback” or “Chargedback” is the reversal of a sales transaction following a merchant’s customer filing directly with his or her card company or card issuing bank to invalidate a processed payment.
“Data Breach” means any occurrence which results in the unauthorised access by any Person to confidential data relating to card transactions stored by your business or any entity engaged by you to provide storage or transmission services in respect of that data.
“Data Security Standards” means the Payment Card Industry Data Security Standards (“PCI-DSS”) and the Payment Application Data Security Standards (“PA-DSS”) mandated by the Card Schemes for the protection of Cardholder Data and transaction information, and any additional or replacement standards of which you are advised from time to time.
“Designated Bank” means the Bank of New Zealand or, alternatively, an entity designated by PayPlus.
“Documentation” means documentation concerning the Payment Service and associated technologies made available by PayPlus on our site or any successor website.
“NZD Payment Service” means a facility provided to merchants by PayPlus to facilitate the acceptance and processing of WeChat payments for goods and
services provided to WeChat Users by the merchant, where the amount to be processed is New Zealand dollar amount.
“Payment Service” means the provision of the NZD Payment Service and, if applicable, the FX Payment Service.
“Person” includes an individual, firm, body corporate, unincorporated body or association, partnership, joint venture and any government agency or authority. “Personal Information” means information about an identifiable individual.
“PIN” means the personal identification number allocated by WeChat or personally selected by the account holder.
“Privacy Law” means all legislation and principles and industry codes or policies, relating to the collection, use, disclosure, storage and granting of access rights to Personal Information.
“Related Company” has the meaning given to it in the Companies Act, 1993. “Relevant Law” means any: (1) statute, ordinance, code or other law including regulations and other instruments under them; and (2) any code of practice, guidelines or standards issued by relevant regulators or industry bodies, whether or not having the force of law; and (3) any WeChat Rules applicable to confidential information, the provision of the Payment Services and any other obligations to be performed under this Agreement.
“Reserve Account” means funds held in reserve that are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this agreement.
“PayPlus” refers to PayPlus Limited, NZBN: 9429042228905
“Transaction Receipt” means a document used to evidence a transaction. “WeChat Rules” means the rules and regulations which regulate participants use of WeChat Pay.
“WeChat Wallet” means an individuals wallet within the WeChat app (as applicable). Set up by the individual WeChat user and linked to that individuals Chinese bank account.
“WeChat User” means the Person in whose name the WeChat account has been set up.
“WeChat User Data” means any information, document or an account number relating to a WeChat account, a WeChat Users nominated bank number or a transaction.
Section A: The PayPlus Service
1. PayPlus’s Role
The Payment Service helps you accept and process WeChat Pay from your customers who want to pay you for your products or services or give you a donation.
PayPlus is not a bank or a money transfer or remittance business (“MTRB”) and PayPlus does not offer banking or MTRB services under any Relevant Law. In addition, PayPlus and Designated Bank do not assume any liability for the products or services purchased using the Payment Service. You will be required to register with PayPlus to use the Payment Service (see Registering for the Payment Service).
2. Designated Bank Services
Designated Bank has agreed to provide the Designated Bank Services to you in connection with the provision of the Payment Services. You acknowledge and agree that: (1) you may benefit from the Designated Bank Services ; (2) nothing in this Agreement is to be taken to be an offer by Designated Bank to provide, or to be an obligation to provide, the Designated Bank Services directly to you; (3) Designated Bank is not liable to you in respect of any amount payable to you in connection with your use of the NZD Payment Services; (4) the amount of any transaction processed as a payment using the Designated Bank Services will be paid to PayPlus by Designated Bank and will be credited to your nominated account by us under the terms of this Agreement; (5) PayPlus is responsible for dealing with complaints or disputes relating to the Payment Services and you will refer any such complaints or disputes (“Dispute”) immediately to PayPlus for resolution in accordance with PayPlus’s dispute resolution procedures; (6) you will provide all assistance reasonably required by PayPlus to resolve a Dispute; and
(7) Designated Bank is not liable (including liability for negligence) for any loss or
damage caused directly or indirectly to you by Designated Bank’s provision, or failure to provide, the Designated Bank Services.
3. PayPlus’s Software
PayPlus provide the PayPlus API and other software to enable you to use the Payment Service. PayPlus reserves the right to require you install or update any and all software updates to continue using the Payment Service. The Payment Service also includes software to help you manage recurring and subscription billing charges for your products and services.
It is your responsibility to obtain your customers’ consent to be billed on a recurring basis in accordance with Section C.6, in compliance with applicable legal requirements.
4. Your obligations
You: (a) must immediately notify PayPlus of any change to your financial position which may affect your ability to perform your obligations under this Agreement; and (b) must not carry on business in a place which has not been approved by PayPlus and must not move any of your places of business without PayPlus’s prior written consent; and (c) must only use the Payment Service for a sales transaction where you are the supplier of the goods and/or services; and (d) must not submit Payment Service transactions on behalf of a third party. For the avoidance of doubt, this includes submitting transactions for goods or services sold on another Person’s website; and (e) must allow the employees, contractors or agents of PayPlus, Designated Bank reasonable access to your premises during normal business hours to check your compliance with this Agreement, and the Data
Security Standards; and (f) must provide PayPlus and Designated Bank with all information and assistance PayPlus or Designated Bank reasonably require to perform PayPlus’s or Designated Bank’s obligations under this Agreement or in relation to the Designated Bank Services and to deal with any queries in relation to the Payment Service; and (g) must comply with all Relevant Laws and contractual requirements in accepting payments and performing your obligations under this Agreement; and (h) will observe and implement the fraud prevention procedures set out in the manuals, guides or directions provided to you, unless otherwise mutually agreed to by the parties.
5. Authorization for Handling of Funds
By accepting this agreement, you authorise PayPlus to hold, receive, and disburse funds on your behalf when such funds from your transactions are settled by Designated Bank. You further authorise PayPlus to instruct Designated Bank in the manner of how your transaction settlement funds should be disbursed to you (such as by direct credit) and the timing of such disbursements.
By accepting this agreement, you also authorise PayPlus to hold settlement funds in a deposit account pending disbursement of the funds to you in accordance with the terms of this Agreement. You agree that you are not entitled to any interest or other compensation associated with the settlement funds held in the deposit account pending settlement to your designated bank settlement account, that you have no right to direct that deposit account, and that you may not assign any interest in the deposit account. PayPlus may periodically make available to you information in the PayPlus management dashboard regarding anticipated amounts that are in the process of being received from Designated Bank. This information does not constitute an obligation of PayPlus or Designated Bank to you. This information reflected in the PayPlus management dashboard is for reporting and informational purposes only, and you are not entitled to, and have no ownership or other rights to these amounts, until such funds are credited to your designated bank settlement account.
Your authorizations provided in this Agreement will remain in full force and effect until your PayPlus account is closed or terminated.
6. Payment Methods
The Payment Service supports any online or offline payment from any user with an active WeChat Wallet.
You are solely responsible for verifying the identity of your users. PayPlus and Designated Bank do not guarantee or assume any liability for transactions authorised and completed which may later be reversed or Chargedback (see Sections C.11-13) relating to Chargebacks below.
You are solely responsible for all reversed or Chargedback transactions, regardless of the reason for, or timing of, the reversal or Chargeback.
PayPlus or Designated Bank may add or remove one or more types of Cards as supported payment card any time. If PayPlus or Designated Bank does so, PayPlus will use reasonable efforts to give you prior notice of the removal.
8. Customer Service
PayPlus will provide you with customer service to resolve any issues relating to your PayPlus account, your payment processing and use of PayPlus’s software, and the distribution of funds to your designated bank settlement account.
You, and you alone, are responsible for providing service to your customers for any and all issues related to your products and services, including but not limited to issues arising from the processing of customers’ WeChat Pay through the Payment Service.
It is your responsibility to determine what, if any, taxes apply to the sale of your goods and services and/or the payments you receive in connection with your use of the Payment Service (“Taxes”). It is solely your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority.
PayPlus is not obligated to, nor will it determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. You acknowledge that PayPlus and Designated Bank may make certain reports to tax authorities regarding transactions that either of them process and merchants to which either of them provide the Payment Services.
10. Your Data Security
You are fully responsible for the security of Data on your website or otherwise in your possession. You agree to comply with all Relevant Laws and in particular Privacy Laws in connection with your collection, security and dissemination of any Data on your website.
You agree that at all times you shall be compliant with the Data Security Standards that apply to you. The steps you will need to take to comply with the Data Security Standards when using the PayPlus Payment Service will vary based on your implementation. For more information about implementing the Payment Service, please refer to PayPlus’s Documentation.
If PayPlus or Designated Bank believe it is necessary based on your implementation and request it of you, you will promptly provide us with documentation evidencing your compliance with the Data Security Standards if requested by us.
You acknowledge and agree that if you fail to comply with the security protocols and standards set out in this Section: (a) PayPlus or Designated Bank may terminate this agreement and the Payment Services; (b) you are liable for any fine imposed on PayPlus or Designated Bank by any of the New Zealand authorities as a result of your failure to comply; and (c) you are liable for any fines which the levy in the event that you suffer a data compromise incident and have not complied with the PCI-DSS protocols.
Information on the Data Security Standards can be found on the Payment Card Industry Council’s website. It is your responsibility to comply with these standards.
11. Data Breaches and Audit Right
If PayPlus or Designated Bank believe that a Data Breach has occurred, PayPlus or Designated Bank may require you to grant access to your relevant systems and databases to PayPlus or Designated Bank or a third party auditor that is approved by PayPlus or Designated Bank or any of PayPlus’s or Designated Bank’s agents to conduct a security audit or forensic analysis of your systems and facilities, at your expense, and issue a report to us. You authorise us to provide this report to other banking institutions, to the extent necessary to comply with our obligations.
If we believe that a Data Breach has occurred, in order to continue processing transactions, we may require you to undergo a full PCI DSS accreditation. The costs of this accreditation exercise must be paid by you.
You acknowledge that Designated Bank may be obliged to report all Data Breach events to law enforcement agencies and/or New Zealand regulators. You grant irrevocable and enduring consent for Designated Bank to release details of any such Data Breach to the aforementioned bodies.
PayPlus is responsible for protecting the security of Data in its possession and will maintain commercially reasonable administrative, technical and physical procedures to protect all the personal information regarding you and your customers that is stored in PayPlus’s servers from unauthorised access and accidental loss or modification. However, PayPlus cannot guarantee that unauthorised third parties will never be able to defeat those measures or use such personal information for improper purposes.
13. Your Privacy
You also acknowledge that PayPlus and/or Designated Bank may be required to report your business name and the name of your principals to the New Zealand authorities.
You specifically consent to the fulfilment of the obligations related to the listing by PayPlus or Designated Bank and to the listing itself and you waive and hold harmless PayPlus and Designated Bank from all claims and liabilities you may have as a result of such reporting.
We may disclose your Personal Information to our Related Companies or third parties located in countries where the laws on the collection, use and disclosure of Personal Information are less stringent or protective than New Zealand. If you enter this agreement, you consent to this disclosure.
14. Privacy of Others
You represent to PayPlus that you are in compliance with all applicable Privacy Laws and you have obtained all necessary rights and consents under applicable law to disclose to PayPlus, or allow PayPlus to collect, use, retain and disclose any WeChat Pay Data that you provide to PayPlus or authorise it to collect.
You are solely responsible for disclosing to your customers that PayPlus and Designated Bank are processing payment transactions for you and obtaining WeChat User Data from you about such customers. You will indemnify and hold both PayPlus and Designated Bank harmless from your failure to do so.
If you receive information about others, including WeChat User Data, through the use of the Payment Service, you must keep such information confidential and only use it in connection with the Payment Service. You may not disclose or distribute any such information to a third party or use any such information for marketing purposes unless you receive the express consent of the user to do so.
15. Restricted Use
You are required to obey all Relevant Laws applicable to your use of the Payment Service (for example, those governing financial services, consumer protections, unfair competition, anti-money laundering, anti-discrimination or false advertising).
In addition to any other requirements or restrictions set forth in this Agreement, you shall not: (a) utilize the WeChat Wallet to provide cash advances to WeChat Pay User; (b) submit any transaction for processing that does not arise from your sale
of goods or service to a buyer customer, or acceptance of a bona fide charitable donation; (c) act as a payment intermediary or aggregator or otherwise resell PayPlus’s services on behalf of any third party; (d) send what you believe to be potentially fraudulent authorizations or fraudulent transaction; or (e). You agree not to, nor to permit any third party to, do any of the following: (f) access or attempt to access PayPlus systems, programs or data that are not made available for public use; (g) copy, reproduce, republish, upload, post, transmit, resell or distribute in any way material from PayPlus; (h) permit any third party to use and benefit from the Payment Service via a rental, lease, timesharing, service bureau or other arrangement; (i) transfer any rights granted to you under this Agreement; (j) work around any of the technical limitations of the Payment Service, use any tool to enable features or functionalities that are otherwise disabled in the Payment Service, or decompile, disassemble or otherwise reverse engineer the Payment Service, except to the extent that such restriction is expressly prohibited by law;
(k) perform or attempt to perform any actions that would interfere with the proper
working of the Payment Service, prevent access to or use of the Payment Service by PayPlus’s other users, or impose an unreasonable or disproportionately large load on PayPlus’s infrastructure; or (l) otherwise use the Payment Service except as expressly allowed under this section.
16. Suspicion of Unauthorised or Illegal Use
PayPlus and Designated Bank reserve the right to not authorise or settle any transaction you submit which PayPlus or Designated Bank believes is in violation of this Agreement, any other PayPlus agreement, Relevant Law or exposes you, other PayPlus users, Designated Bank or PayPlus to harm, including but not limited to fraud, money laundering and other criminal acts. You hereby grant PayPlus and Designated Bank authorization to share information with law enforcement about you, your transactions, or your use of the Payment Service if PayPlus or Designated Bank reasonably suspect that your PayPlus account has been used for an unauthorised, illegal, or criminal purpose.
17. Disclosures and Notices
You acknowledge that Designated Bank or PayPlus may deliver notices to you in any of the ways listed below in this Section 18.
A notice is considered to be received: (a) if delivered personally, at the time of delivery; (b) if sent by pre-paid post, on the third day after the posting; (c) if sent by facsimile transmission, on the date the transmitting machine records transmission of the complete document; (d) when the party sending the notice is the Designated Bank or PayPlus, if sent by email, at the time when the email enters your information system; (e) when the party sending the notice is PayPlus, if posted to PayPlus’s website, after 24 hours of the time it is successfully posted to the website. The address, facsimile number or email address to be used for notices is the last address, facsimile number or email address advised by a party. You must inform PayPlus immediately of any change of your address, facsimile number or email address.
18. References to your relationship with PayPlus
You agree that, from the time you begin processing payment with PayPlus until you terminate your account with PayPlus, PayPlus may identify you as a customer of PayPlus. You acknowledge and agree that neither you nor PayPlus will imply any untrue sponsorship, endorsement or affiliation between you and PayPlus.
Section B: Registering for PayPlus
The Payment Service is only made available under this Agreement to persons in New Zealand that operate a business selling goods or services, or to accept donations for a bona fide charitable organization, and the Payment Service is not made available to persons to accept payments for personal, family or household purposes.
To use the Payment Service for your business, you will first have to register with PayPlus to apply for the relevant Payment Service. When you register with PayPlus, PayPlus will collect basic information including your name, company name, location, email address, tax identification number and phone number. If you have not already done so, you will also be required to provide an email address and password for your PayPlus account.
You may choose to register as an individual (sole proprietor) or as a business organization. If you register as a business organization, you must also provide information about an owner or principal of the business and you must be authorised to act on behalf of the business and have the authority to bind the business to this Agreement.
To sign up a business to use the Payment Service, you must agree to this Agreement on behalf of the business. If you have so agreed, the term “you” will mean you the natural person, as well as the business organization that you represent.
2. Approval to use payment services
You acknowledge that: (a) the operation of this Agreement is conditional on Designated Bank and PayPlus approving an application for PayPlus to provide the relevant Payment Services to you and this Agreement is not binding until that occurs; and (b) in relation to information provided by you to PayPlus in connection with your application: (i) PayPlus may provide that information to Designated Bank;
(ii) we may rely on such information as being complete, accurate and not misleading or deceptive; and (iii) Designated Bank is not obliged to verify the completeness or accuracy of the information it receives from PayPlus; (c) subject to compliance with Privacy Law, PayPlus and Designated Bank may obtain from any credit reporting agency or any other person, information about your merchant
history or Personal Information about you, a Related Company, your officers, employees or agents for any purpose relating to the operation and we can use any such information to assess your application; (d) subject to compliance with Privacy Law, PayPlus and Designated Bank can disclose information about your merchant history, a data breach and relevant Personal Information in the following circumstances: (i) information about you for any purpose related to the operation, fraud detection agencies (including information about termination of merchant solutions and reason(s) for termination of Designated Bank merchant solutions); (ii) where the law requires or permits us to do so; and (iii) where we have reasonable grounds to believe that either you are involved in dishonest or criminal activity, are a victim of such activity, may have information relevant to an inquiry into such activity or have experienced a data breach, to any law enforcement or regulatory agency whether or not we have been requested by that agency to provide such information; and (e) PayPlus and Designated Bank can disclose your information to any related entities of ours and to any outsourced service providers engaged by us (for example, mail houses, debt collection agencies (where necessary) or data analytics providers); (f) the decision whether to approve your application is at Designated Bank’s sole discretion and the reason for any decision which is made may not be given to you; (g) an approval by Designated Bank is specific to the Payment Services being provided to you and does not in any way constitute a representation by Designated Bank that you will able to use the services of another payment service provider or of Designated Bank directly should you cease using the Payment Services for any reason; and (h) any information obtained by Designated Bank during its assessment of an application under Section 2(a) is and remains confidential to Designated Bank and will not be shared with you. You represent and warrant that: (i) any information you provide to PayPlus in connection with an application for PayPlus to provide the Services is complete, accurate and not misleading or deceptive; and (j) if you have disclosed Personal Information to PayPlus in connection with the application under Section 2 (a), where required, you have obtained the relevant individual’s prior consent to the disclosure and otherwise complied with your obligations under Privacy Law; and (k) you are able to satisfy your obligations and responsibilities under this Agreement. You acknowledge and agree that: (l) PayPlus and Designated Bank are authorised to obtain from third parties financial and credit information relating to you in connection with our decision to approve your application and in respect of PayPlus and Designated Bank’s continuing evaluation of your financial and credit worthiness; and (m) any information collected by PayPlus may be disclosed to Designated Bank.
To verify your identity, PayPlus may require additional information including your New Zealand Company Number, New Zealand Business Number, Tax file number, residential address and date of birth. PayPlus may also ask for additional information to help verify your identity and assess your business risk including business invoices, a driver’s licence or other government issued identification, or business registration certification. PayPlus may ask you for financial statements and may request your permission to do a physical inspection at your place of business and to examine books and records that pertain to your compliance with this Agreement.
Your failure to comply with a request for any of this identification information or documentation within five (5) days may result in suspension or termination of your PayPlus account.
4. New Zealand domicile requirements
You acknowledge that we may only provide services to you under this Agreement where you: (a) have a permanent establishment in New Zealand through which transactions are completed; (b) are registered to do business in New Zealand; (c) have a local address in New Zealand for correspondence and acceptance of judicial process; (d) pay taxes in New Zealand (where required) in relation to the sales activity; and (e) satisfy any other domesticity requirements imposed by WeChat from time to time.
In addition to any other right to terminate or suspend the Payment Service, we may immediately cease to accept transactions under this Agreement where you fail to satisfy the above requirements.
5. Company Descriptions and Website URL
Unless you are otherwise notified in writing, you must, before you accept any electronic commerce transaction over the Internet, establish and maintain at your own expense a website that complies with the requirements of this Section 5.
As part of your registration, you must provide your website URL (e.g. xxx.xxxxxxx.xx.xx) and the name under which you do business (which may be the business’s legal name or a “doing business name”) (e.g. MyStore Online Widgets). These two fields may appear in your customers’ credit or debit card statements. To avoid customer confusion and transaction disputes, it is important that you enter a description that clearly identifies your business as well as an accurate site URL.
information required by New Zealand Privacy Principles 3(1), and how you intend to deal with, or share, Personal Information obtained from and about the buyer; and (i) a description of the measures you have to maintain the security of: (i) WeChat User Data’ account data; (ii) any other information which, by notice, PayPlus or Designated Bank require you to display from time to time; and (iii) any other information required for the purpose of complying with WeChat Rules. You must provide PayPlus reasonable access to view, monitor and audit the pages of your website. Your website payments page must be protected by Secure Sockets Layer (SSL) or any other form of security method approved in writing by PayPlus.
6. Prohibited Businesses
There are certain categories of businesses and business practices for which the Payment Service cannot be used (“Prohibited Businesses”). Most, although not all, of these Prohibited Business categories are imposed by WeChat rules or the requirements of our banking providers or processors. We maintain a list here. By registering for PayPlus, you confirm that you will not use the Payment Service to accept payments in connection with any of the Prohibited Business. If you are uncertain as to whether your business is a Prohibited Business, or have questions about how these requirements apply to you, please contact PayPlus.
Section C: Processing WeChat Pay Transactions and Receiving Your Funds
1. Processing WeChat Pay Transactions
You agree that you will honour all valid and acceptable WeChat Pay for payment by your customers for your goods and services in accordance with the WeChat Pay rules, this Agreement and any operating guides that PayPlus may provide you from time to time.
You agree that you will obtain an authorization from WeChat Pay, for each WeChat Pay transaction, as required under the WeChat Pay’ rules, and will not submit a WeChat Pay transaction for settlement where there is a negative authorization or the WeChat Wallet is otherwise invalid. You acknowledge that the existence of an affirmative authorization from PayPlus or Designated Bank or WeChat does not mean that a particular WeChat Pay transaction will not be subject to Chargeback, Reversal or Claim at a later date.
Subject to the other provisions of this Agreement, you: (a) must only send PayPlus a sales transaction when you have committed to provide the goods and services to the customer; and (b) must not accept a WeChat Pay in a WeChat Pay transaction for the purpose of giving a WeChat Pay User cash; and (c) must perform all obligations (including supplying all goods and/or services) to the WeChat Pay User in connection with the sale; and (d) must not sell, purchase, provide or exchange any information or document relating to a WeChat Pay User’s account number, or WeChat Pay number, or a transaction, to any Person other than PayPlus, Designated Bank or WeChat, or as otherwise required by law; (e) must, if you do provide or exchange any such information referred to in (d), do so in compliance with all Relevant Laws including Privacy Law; (f) must destroy any document that is no longer required to be retained, by applicable law or WeChat Pay Rules, in a manner which makes the information unreadable; (g) must take reasonable steps to ensure that the information and documents mentioned in (d) are protected from misuse and loss and from unauthorised access, modification or disclosure; (h) must not make any representation in connection with any goods or services which may bind PayPlus, Designated Bank or WeChat; (i) must not indicate or imply that PayPlus, Designated Bank or WeChat endorse any goods or services in stating eligibility for goods, services, or any membership; (j) must not accept a WeChat Pay or a transaction which is of a type you have been previously advised is not acceptable; (k) must provide sufficient training to your employees to ensure you meet your obligations under this Agreement; and must prominently and unequivocally inform the WeChat Pay User of your identity at all points of WeChat Pay User interaction (including on any relevant web site, promotional material and invoice) so that the WeChat Pay User can readily distinguish you from PayPlus, any supplier of goods or services to you, or any other third party; (l) must provide notice to any WeChat Pay User with whom you enter into a transaction that you are responsible for that transaction, including for any goods or services provided, any payment transaction, related service enquiries, dispute resolution, and performance of the terms and conditions of the transaction; (m) must not refuse to complete a transaction solely because a WeChat Pay User refuses to provide additional identification information in circumstances where we do not require you to obtain it; (n) if you collect or store WeChat Pay User information, you must comply with any Data Security Standards notified to you; and (o) you must not transfer or attempt to transfer financial liability under this Agreement by asking or requiring a WeChat Pay User to waive his or her dispute rights.
You will submit all WeChat Pay transactions for processing no later than three (3) days from the date of authorization.
You will maintain appropriate records of all WeChat Pay transactions for a period of at least two (2) years from the date of the transaction.
You will display all WeChat Pay marks in accordance with the rules and procedures of WeChat, and will use such marks only to indicate that you accept their WeChat Pay for payment.
2. Transaction Receipt
Unless PayPlus has agreed in writing that we will provide the transaction receipt to the WeChat Pay User, you must give the WeChat Pay User a copy of the Transaction Receipt for each transaction at the conclusion of the purchase transaction that includes all information required under WeChat Pay rules and applicable law, but you must not charge a fee for doing so.
If you are notified that you must prepare the Transaction Receipt, you must ensure the information contained in the Transaction Receipt: (a) is identical with the information on any other copy; and (b) legibly includes the information notified to you. You must provide PayPlus with the Transaction Receipt and any other required evidence of the transaction within seven days if you are asked by PayPlus to provide it. If you wish to change your Internet or email address, or telephone number appearing on the Transaction Receipt, you must notify PayPlus in writing at least 15 Banking Days prior to the change taking effect.
3. Invalid or unacceptable transactions
A transaction is not valid or is unacceptable if any of the following apply: (a) the transaction is illegal as per applicable laws; (b) if applicable, the signature on the voucher, Transaction Receipt or authority is forged or unauthorised; (c) you have been told not to accept the WeChat Pay Wallet; (d) the transaction is not authorised by the WeChat Pay User; (e) the particulars on the copy of the voucher or Transaction Receipt given to the WeChat Pay User are not identical with the particulars on any other copy; (f) the price charged for the goods or services is inflated to include an undisclosed surcharge for WeChat Pay payments; (g) another person has provided or is to provide the goods or services the subject of the transaction to a WeChat Pay User; (h) you did not actually supply the goods or services to a genuine WeChat Pay User as required by the terms of the transaction, or have indicated your intention not to do so; (i) the transaction did not relate to the actual sale of goods or services to a genuine WeChat Pay User; (j) the transaction is offered, recorded or billed in a currency we have not authorised you to accept; (k) this Agreement was terminated before the date of the transaction; (l) you have not complied with your obligations in Section C.1; (m) if applicable, the details are keyed into Equipment and you did not legibly record on a Transaction Receipt the information required by 2; (n) it is a remote transaction and you did not record reasonable identification details for the WeChat Pay User; or it is a credit transaction in which: (i) the amount of the transaction or transactions on the same occasion is more than any applicable limit notified to you; (ii) you collected or refinanced an existing debt including, without limitation, the collection of a dishonoured cheque or payment for previous WeChat Pay charges; or (iii) you provide a WeChat Pay User with cash; (o) it occurs during a period in which your rights under this Agreement were suspended under or after this Agreement was terminated; (p) you cannot give a Transaction Receipt as required under this Services Agreement; or (q) for any other reason, the WeChat Pay User is entitled under the WeChat Pay Rules to a chargeback of the transaction.
A transaction for a sale or refund is not acceptable if: (r) the WeChat Pay User disputes liability for the transaction for any reason or makes a claim for set-off or a counterclaim; or (s) it is of a class which Designated Bank or PayPlus decide, in their discretion, is not acceptable. You acknowledge and agree that Designated Bank or PayPlus may: (t) refuse to accept a transaction if it is invalid or unacceptable, or may charge it back to you if it has already been processed, even if PayPlus or Designated Bank have given you an authorisation; and (u) reverse a sales transaction as a Chargeback, and debit your account for the amount of the chargeback, for any of the reasons in Section 3(a) through (t) or any other reason we notify you of from time to time; and (v) without limiting the above, delay, block, freeze or refuse to accept any transaction where Designated Bank or PayPlus have reasonable grounds to believe that the transaction breaches New Zealand law or sanctions or the laws or sanctions of any other country. You cannot infer from the fact that a transaction has been processed or an authorisation has been given, that we have guaranteed: (w) the WeChat Pay User’s creditworthiness; or
(x) the correct identity of the WeChat Pay User; or (y) that the transaction is valid
and acceptable and will not be subsequently charged back or reversed; or (aa) that you have complied with your obligations under this agreement and you waive any right to claim that we do.
4. WeChat Pay Acceptance Requirements
You must: (a) use reasonable care to detect forged or the unauthorised use or forgery of WeChat Pay; and (b) notify PayPlus if you become aware of or suspect fraud on the part of a WeChat Pay User; and (c) not deliberately reduce the value of any one transaction by: (i) splitting a transaction into two or more transactions; or (ii) allowing a WeChat Pay User to purchase items separately; and (d) establish a fair policy for dealing with refunds and disputes about transactions and include information about that policy on Transaction Receipts as required by PayPlus; and
(e) only submit a transaction as a refund to a WeChat Pay User if it is a genuine refund of a previous sale transaction. The refund must be processed to the same WeChat Pay Wallet that was used in the original sales transaction and be for the original sale amount or, if the WeChat Pay User has agreed to a partial refund, the amount of that partial refund; and (f) give refunds for transactions by means of credit and not in cash or cheque; and (g) not process a refund transaction as a way of transferring funds between your accounts; and (h) if a transaction for a sale does not cover the full amount of the sale: (i) in the situation in which the WeChat Pay is used to make a deposit or pay an instalment you may accept the WeChat Pay in payment of all or part of the outstanding balance; and (ii) in any other circumstance you must obtain the balance due at the time the sale is completed in cash; and (i) not state or set a minimum or maximum amount for a WeChat Pay transaction without our prior written consent; and (j) not ask a WeChat Pay User to reveal their PIN or any other secret identifier; and (k) contact PayPlus for instructions if the identification of a WeChat Pay User or the validity of the WeChat Pay Wallet is uncertain; and (l) must not knowingly submit for processing any transaction that is illegal or that you should have known is illegal. For remote transactions, you must: (m) take reasonable steps to verify the identity of the Person you are dealing with, in order to confirm that they are the genuine WeChat Pay User, including by observing and implementing the recommendations in any fraud prevention material provided to you; and (n) record reasonable identification details of the Person you are dealing with.
5.1 Definitions. For the purpose of this Section C.5, the following words or phrases have the following meanings: “Surcharge”” means any fee charged by a merchant to a WeChat Pay User that is added to a transaction for the acceptance of a WeChat Pay; and “reasonable costs of WeChat Pay acceptance” are costs that will be determined having regard to applicable regulatory guidance, as amended or replaced from time to time. PayPlus also reserves the rights to add surcharge to a WeChat user.
5.2 Amount of surcharge. (a) Where you elect to charge a WeChat Pay User a surcharge in respect of a transaction, you must not impose a surcharge in excess of the reasonable cost of WeChat Pay acceptance. (b) Upon request by PayPlus or WeChat Pay, you must produce supporting information to substantiate your costs of WeChat Pay acceptance. Where PayPlus dictates the format of the required substantiation, e.g. through use of a “reasonable cost of acceptance calculator”, you must provide details of your costs in the required format. (c) Where required by WeChat Pay or PayPlus, you must submit, at your cost, to an audit of your costs of WeChat Pay acceptance by an independent auditor approved by WeChat Pay or PayPlus requiring the audit. The audit must be completed and results reported back to WeChat Pay or PayPlus within the timeframe specified by WeChat Pay or PayPlus. (d) Where, following an investigation into your surcharging and cost of WeChat Pay acceptance, we or WeChat Pay determine that the amount that you are surcharging exceeds the reasonable costs of acceptance, we may, by 30 days’ notice to you, require you to reduce your surcharge level to an amount that does not exceed the reasonable costs of WeChat Pay acceptance. (e) Without limiting any other rights that we may have under this agreement, we may, by notice to you, terminate this agreement if, following receipt of notice under this Section, you fail to reduce your surcharge level to an amount that does not exceed the reasonable costs of WeChat Pay acceptance.
5.3 Disclosure of surcharge. You must clearly disclose to the WeChat Pay User before the transaction is completed any surcharge that you will charge for completing the transaction, and do it in such a way that allows the transaction to be cancelled without the WeChat Pay occurring any cost. (i) You must display on the payment page on your website a notice stating: (i) that you charge a surcharge; and (ii) the exact amount or percentage of the surcharge. (j) You must not represent or otherwise imply that the surcharge is levied by WeChat, by PayPlus or Designated Bank or any other financial institution.
6. Payouts and Transaction History
Designated Bank will settle, on each business day, the gross amount of all funds received from WeChat in respect of transactions processed under this agreement, less any Chargebacks or refunds.
You authorise and direct Designated Bank to pay all amounts due to you under this agreement to PayPlus, who you appoint as your agent for the purpose of receiving all settlement funds payable by Designated Bank to you under this agreement.
PayPlus will pay out funds settling from Designated Bank to your designated bank settlement account in the amounts actually received (less PayPlus’s Fees as defined below) for WeChat Pay transactions submitted to the Payment Service. The payouts will be made to the bank account (“Bank Account”) you specify in your PayPlus account. The Bank Account must be located at a bank in New Zealand and held in the name of your business as you have identified it to PayPlus. You are responsible for the accuracy and correctness of information regarding your Bank Account.
Funds for any given transaction will not be transferred to your Bank Account until the transaction is considered complete. Transactions will be considered complete when PayPlus has received funds in settlement from Designated Bank. The actual timing of the transfers to your Bank Account of the settling funds will be subject to the Payout Schedule as defined below.
After each payout of WeChat Pay settlement funds to your Bank Account, PayPlus will update information in your PayPlus management dashboard or by email to reflect settlement. Information regarding your WeChat Pay transactions processed and settled with the Payment Services (“Transaction History”) will be available to you when you login to PayPlus’s website or by email once a month. PayPlus provide a minimum of one year of Transaction History on PayPlus’s website.
Except as required by law, you are solely responsible for compiling and retaining permanent records of all transactions and other data associated with your use of PayPlus, your Transaction History and your use of the Payment Service.
You acknowledge and agree that: (a) payment of the settlement funds by Designated Bank to PayPlus in accordance with your direction under this Section 6 will satisfy Designated Bank’s obligation to you in respect of settlement of those funds; (b) PayPlus is responsible for disbursing any amounts received from Designated Bank to you, in accordance with your payout arrangements with PayPlus; and (c) Designated Bank will not be liable for any failure by PayPlus to account to you for any funds received from Designated Bank.
7. Payout Schedule
Payout schedule refers to the time it takes for PayPlus to initiate a transfer to your Bank Account of settlement funds arising from WeChat Pay transactions processed through the Payment Service (“Payout Schedule”). PayPlus’s general Payout Schedule will be identified on our website or a successor website, and will typically be a rolling schedule (e.g., and for example only, 7 days) from the date of charge. PayPlus may change the Payout Schedule periodically as permitted under this Agreement.
Once your bank account information has been reviewed, PayPlus will initiate transfer of settlement funds (less any Fees, Chargebacks, and other funds owed to PayPlus for any reason) in accordance with the Payout Schedule, the terms of which will be made available to you when you login to your PayPlus management dashboard. The settlement funds should normally be credited to your Bank Account within 1-2 days of PayPlus initiating the payout.
PayPlus is not responsible for any action taken by the institution holding your Bank Account that may result in some or all of the funds not being credited to your Bank Account or not being made available to you in your Bank Account.
You can contact PayPlus to inquire about changing the timing of your Payout Schedule. Upon submitting a request, you will be informed of the process and requirements for PayPlus to review your Payout Schedule.
PayPlus and Designated Bank reserve the right to change the Payout Schedule or suspend payouts to your Bank Account should we determine it is necessary due to pending disputes, excessive or anticipated excessive Chargebacks or refunds, or other suspicious activity associated with your use of the Payment Service or if required by law or court order.
8. Recurring transactions
You may only process a transaction as a recurring transaction if: (a) you have obtained WeChat Pay User’s permission (either electronically or in hardcopy) to periodically charge for a recurring service and have provided notice (e.g. via email) prior to each successive charge; and (b) you retain this permission for the duration of the recurring services and make it available to us on request; and (c) you provide a simple and accessible online cancellation procedure, if the WeChat Pay User request for the goods or services was initially accepted online.
9. Reconciliations and Errors
Your Transaction History will be available to you when you login to the PayPlus management dashboard. Except as required by law, you are solely responsible for reconciling your Transaction History with your actual WeChat payment transactions.
You agree to notify PayPlus of any discrepancies arising from such reconciliation and verification. PayPlus will investigate any reported discrepancies and attempt to rectify any errors that you or we discover. In the event you are owed money as a result of the discrepancy, PayPlus will transfer funds to your Bank Account in the next scheduled payout. Your failure to notify PayPlus of an error or discrepancy in your Transaction History within sixty (60) days of when it first appears on your Transaction History will be deemed a waiver of any right to amounts owed to you in connection with any such error or discrepancy in processing your payments.
If you submit or cause PayPlus to process transactions erroneously, you agree to contact PayPlus immediately to report this error. PayPlus will investigate any reported errors and attempt to rectify any errors that you or PayPlus discovers by crediting or debiting your Bank Account as appropriate. Your failure to notify PayPlus of a processing error within thirty (30) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you by PayPlus or Designated Bank.
10. Refunds and Returns
By accepting this Agreement, you agree to submit any and all refunds and adjustments for returns of your products and services through the Payment Service to the WeChat Pay User’s Wallet in accordance with the terms of this Agreement and WeChat Pay Rules. WeChat Pay Rules require that you will: (a) maintain a fair return, cancellation or adjustment policy; (b) disclose your return or cancellation policy to customers at the time of purchase; (c) not give cash refunds to a customer in connection with a WeChat Pay sale, unless required by law; and
(d) not accept cash or any other item of value for preparing a WeChat Pay sale refund.
You must only submit a transaction as a refund to a WeChat Pay User if it is a genuine refund of a previous sale transaction. The refund must be processed to the same WeChat Wallet that was used in the original sales transaction and be for the exact dollar amount of the original transaction including tax, handling charges, and any other fees or charges or, if the WeChat Pay User has agreed to a partial refund, the amount of that partial refund. The refund amount may not exceed the original sale amount except by an amount equal to any reimbursements to customer for postage costs incurred for product returns. You will use best efforts to process all refunds within sixty (60) days after the original transaction date, and you acknowledge that refunds processed after that time may not be capable of being processed.
For processed refunds, PayPlus will deduct the refund amount (including any applicable Fees) from: (e) settlement funds owed to you from processing of other WeChat Pay transactions; or (f) funds in any Reserve Account. If these funds are not sufficient, you authorise PayPlus to initiate a direct debit to your Bank Account in the amount necessary to complete the refund transaction to the WeChat Pay User’s Wallet. In the event PayPlus cannot access your Bank Account by means of direct debit, you agree to pay all funds owed to PayPlus upon demand. You are solely responsible for accepting and processing returns of your products and services; PayPlus has no responsibility or obligation for processing such returns.
A Chargeback is typically caused when a customer disputes a charge that appears on their xxxx. A Chargeback may result in the reversal of a transaction, with the amount charged back to you. You can be assessed Chargebacks for: (a) customer disputes; or (b) unauthorised or improperly authorised transactions; or
(c) transactions that do not comply with WeChat Pay Rules or the terms of this Agreement or are allegedly unlawful or suspicious; or (d) any reversals for any reason by WeChat Pay, Designated Bank, or the WeChat Pay User’s bank.
When a Chargeback is issued, you are immediately liable for the full amount of payment of the Chargeback plus any associated Fees, fines, expenses or penalties (including those assessed by WeChat Pay or Designated Bank).
You agree that PayPlus may recover these amounts by debiting by means of direct debit of your Bank Account associated with your PayPlus account, debiting your Reserve Account, or setting off any amounts owed to you by PayPlus.
If we are unable to recover funds related to a Chargeback for which you are liable, you will pay to PayPlus the full amount of the Chargeback immediately upon demand. You agree to pay PayPlus for all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of PayPlus in connection with the collection of any unpaid Chargebacks unpaid by you.
Further, if PayPlus or Designated Bank reasonably believes that a Chargeback is likely with respect to any transaction, PayPlus or Designated Bank may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that: (e) a Chargeback is assessed due to a customer’s complaint, in which case PayPlus will retain the funds; (f) the period of time under applicable law or regulation by which the customer may dispute that the transaction has expired; or (g) PayPlus or Designated Bank determines that a Chargeback on the transaction will not occur.
12. Contesting your Chargebacks
You, PayPlus or Designated Bank may elect to contest Chargebacks assessed to your account. PayPlus may provide you with assistance including notifications and software to help contest your Chargebacks. PayPlus does not assume any liability for its role or assistance in contesting Chargebacks.
You agree to provide PayPlus or Designated Bank with the necessary information, in a timely manner and at your expense, to investigate or help resolve any Chargeback. You also grant PayPlus permission to share records or other information required with the WeChat Pay User, the WeChat Pay User’s financial institution, and your financial institution to help resolve any disputes. You acknowledge that your failure to provide PayPlus with complete and accurate information in a timely manner may result in an irreversible Chargeback being assessed.
If the WeChat Pay User’s issuing bank or WeChat Pay does not resolve a dispute in your favour, PayPlus may recover the Chargeback amount and any associated fees from you as described in this Agreement.
PayPlus reserves the right, upon notice to you, to charge a fee for processing, mediating or investigating Chargeback disputes.
13. Excessive Chargebacks
At any point, PayPlus, Designated Bank, or WeChat Pay may determine that you are incurring excessive Chargebacks. Excessive Chargebacks may result in additional fees, penalties, or fines that are payable by you. Excessive Chargebacks may also result in additional controls and restrictions to your use of the Payment Service, including without limitation: (a) changes to the terms of your Reserve Account; (b) increases to your applicable Fees; (c) delays in your Payout Schedule; or (d) suspension or termination of your PayPlus account and the Payment Service. WeChat Pay may also place additional controls or restrictions as part of their own monitoring programs for merchants with excessive Chargebacks.
14. PayPlus Fees
You agree to pay the Fees (“Fees”) assessed by PayPlus to you for providing the Payment Services described in this Agreement. These fees will be calculated pursuant to the Fee Schedule linked to here and incorporated into this Agreement by reference. PayPlus reserves the right to revise its Fees at any time, subject to a thirty (30) day notice period to you.
You acknowledge that you are also responsible for any penalties or fines imposed on PayPlus or directly to you by Designated Bank or WeChat Pay or financial institution as a result of your activities.
15. PayPlus’s Collection Rights
To the extent permitted by law, PayPlus may collect any obligations you owe PayPlus or Designated Bank under this Agreement by deducting the corresponding amounts from the Reserve Account or from funds payable to you arising from the settlement of transactions. Fees will be assessed at the time a transaction is processed and will be first deducted from the funds received for such transactions.
If the settlement amounts or Reserve Account are not sufficient to meet your obligations to PayPlus or Designated Bank, PayPlus may charge or debit the bank account or credit card registered in your PayPlus account for any amounts owed to us.
Your failure to fully pay amounts that you owe PayPlus or Designated Bank under this Agreement on demand is a breach of this Agreement. You will be liable for PayPlus’s costs associated with collection in addition to the amount owed, including without limitation attorneys’ fees and expenses, costs of any arbitration or court proceeding, collection agency fees, and any applicable interest.
Additionally, PayPlus may require a personal guarantee from a partner, proprietor, or owner of your entity for funds owed under this Agreement. If PayPlus requires a personal guarantee PayPlus will specifically inform you in advance.
Funds held in reserves are amounts of money set aside to cover Chargebacks, refunds, or other payment obligations under this agreement (a “Reserve Account”). PayPlus, in its sole discretion, will set the terms of your Reserve Account and notify you of such terms, which may require that a certain amount (including the full amount) of the funds received for your transaction is held for a period of time or that additional amounts are held in Reserve Account. PayPlus, in its sole discretion, may elect to change the terms of the Reserve Account at any time for any reason based on your payment processing history or as requested by Designated Bank.
PayPlus may fund the Reserve Account by means of: (a) any funds payouts made or due to you for transactions submitted to the Payment Service; (b) amounts available in your Bank Account by means of direct debit to that Bank Account; (c) other sources of funds associated with your PayPlus account; or (d) requesting that you provide funds to PayPlus for deposit to the Reserve Account.
17. Security Interest
You grant PayPlus a lien and security interest in the Reserve Account, all WeChat Pay transactions (including future WeChat Pay transactions), any rights to receive credits or payments under this Agreement, and all deposits and other property of yours possessed or maintained by PayPlus on your behalf to secure the performance by you of the obligations under this Agreement.
You will execute, deliver, and pay the fees for any documents PayPlus requests to create, perfect, maintain and enforce this security interest.
Section D: Termination and Other General Legal Terms
1. When Agreement is effective
The Agreement is effective upon the date Designated Bank approves your application to receive the Payment Services and continues so long as you use the Payment Service or until terminated by PayPlus or Designated Bank.
2. Termination and Suspension
You may terminate this Agreement by closing your PayPlus account after the initial term stated in the agreement. The early termination fee will be calculated as following: average monthly volume x 1.8% x remaining months.
PayPlus may suspend or terminate this Agreement or any part of it and close your PayPlus account at any time for any reason effective upon providing you notice in accordance with Section A .18 above.
Designated Bank or PayPlus may suspend or terminate this Agreement or suspend then terminate this Agreement or any part of it at any time if: (a) you are in breach of your obligations under or arising out of this Agreement; or (b) if in Designated Bank or PayPlus’s reasonable opinion, the processing of your transactions exposes PayPlus or Designated Bank to an unacceptable level of risk; or (c) you are or have engaged in conduct which exposes PayPlus or Designated Bank to potential fines or penalties imposed under Relevant Law; or
(d) your rights under this Agreement are the subject of a direction made under Relevant Law that the Payment Service be suspended or terminated; or (e) PayPlus determines in its sole discretion that you are ineligible for the Payment Service because of the risk associated with your PayPlus account, including without limitation significant credit or fraud risk, that your business or Equipment is or has been targeted by a person engaged in fraudulent or dishonest activity whether with or without your knowledge or for any other reason; or (f) a direction is made under Relevant Law that the Payment Service be suspended or terminated; or (g) you have experienced an adverse change in financial circumstances; or (h) PayPlus has concerns about your solvency or if you come insolvent or are subject to any form of insolvency administration or a resolution is passed or an order is made for winding up; or (i) you have a significant adverse credit event recorded against you; or (j) we are directed to by a New Zealand government regulator, or Tencent, for any reason. This Agreement will terminate automatically and immediately if: (k) PayPlus’s registration as a member service provider or independent sales organisation with WeChat Pay is cancelled; (l) PayPlus’s agreement with WeChat Pay for the provision of merchant services is terminated for any reason; or (m) any other agreement that you have with PayPlus in respect of PayPlus’s payment processing services is terminated for any reason. You authorise Designated Bank to disclose to WeChat Pay advice of termination of this Agreement and the reasons for the termination. You acknowledge that the information concerning termination of this Agreement then becomes available to any member of WeChat Pay. This information, available to any member of WeChat Pay, may be used in assessing subsequent applications for merchant facilities. This Section D.2 survives termination of this Agreement.
3. Effects of Termination
Upon termination and closing of your PayPlus account, PayPlus will immediately discontinue your access to the Payment Service. You agree to complete all pending transactions, immediately remove all logos for WeChat or PayPlus, and stop accepting new transactions through the Payment Service. You will not be refunded the remainder of any fees that you have paid for the Payment Service if your access to or use of the Payment Service is terminated or suspended. Any funds in PayPlus’s custody will be paid out to you subject to the terms of your payout schedule.
Termination does not relieve you of your obligations as defined in this Agreement and PayPlus may elect to continue to hold any funds deemed necessary pending
resolution of any other terms or obligations defined in this Agreement, including but not limited to Chargebacks, Fees, Refunds, or other investigations or proceedings. Upon termination you agree: (a) to immediately cease your use of the Payment Service; (b) to discontinue use of any PayPlus trademarks; and (c) to immediately remove any PayPlus references, logos and trademarks from your Site;
(d) that the licence granted under this Agreement shall end; (e) that PayPlus reserves the right (but have no obligation) to delete all of your information and account data stored on its servers; and (f) PayPlus will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Payment Service, or any termination or suspension of the Payment Service or deletion of your information or account data.
4. Your Licence
PayPlus grants you a personal, limited, non-exclusive, revocable, non-transferable licence, without the right to sublicence, to electronically access and use the Payment Service solely to accept and receive payments and to manage the funds you so receive. The Payment Service includes PayPlus’s website, any software, programs, documentation, tools, internet-based services, components, and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) provided to you by PayPlus. You will be entitled to download updates to the Payment Service, subject to any additional terms made known to you at that time, when PayPlus makes these updates available. PayPlus may also periodically make available certain PayPlus logos, trademarks or other identifiers for your use. If PayPlus does so, you will use them subject to and in accordance with PayPlus’s then current trademark usage guidelines.
The Payment Service is licensed and not sold. PayPlus reserves all rights not expressly granted to you in this Agreement. The Payment Service is protected by copyright, trade secret and other intellectual property laws. PayPlus owns the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Payment Service and all copies of the Payment Service. This Agreement does not grant you any rights to PayPlus’s trademarks or service marks.
You acknowledge and agree that: (a) the WeChat & WeChat Pay logos, names and holograms (‘the Marks’) are owned solely and exclusively by Tencent; and (b) you will not contest the ownership of the Marks for any reason; and (c) Tencent may at any time, immediately and without notice, prohibit you from using any of the Marks for any reason; and (d) you may only use advertising and promotional material for WeChat and WeChat Pay or which show a WeChat and WeChat Pay xxxx in the manner Designated Bank approves, unless you have received authorization from Tencent through other means.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service xxxx rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
You may choose to or PayPlus may invite you to submit comments or ideas about the Payment Service, including without limitation about how to improve the Payment Service or PayPlus’s products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place PayPlus under any fiduciary or other obligation, and that PayPlus is free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, PayPlus does not waive any rights to use similar or related ideas previously known to PayPlus, or developed by its employees, or obtained from sources other than you.
6. Your Liability
You are responsible for all Reversals, Chargebacks, Claims, fines, fees, penalties and other liability arising out of or relating to your breach of this Agreement, and/or your use of the Payment Service. You agree to reimburse your customer, PayPlus, Designated Bank and any third party designated by PayPlus or Designated Bank for any and all such liability. You agree to indemnify and hold both PayPlus and Designated Bank harmless from and against any fines imposed on PayPlus or Designated Bank by WeChat because of your conduct in relation to the Payment Services, including any fines imposed as a result of an unacceptable rate of chargebacks.
For the purposes of this Section, the following words have the following meanings: “Claim” means a challenge to a payment that you or a buyer customer files directly with PayPlus.
“Reversal” means PayPlus reverses the settlement of funds from a processed WeChat Pay transaction that you received because: (a) the WeChat Pay transaction is invalidated by WeChat; (b) the settlement funds were sent to you in error by: (i) PayPlus or Designated Bank; (ii) the processors, suppliers or licensors of PayPlus or Designated Bank; or (iii) any of the respective affiliates, agents, directors and employees of any of the entities listed in (i) or (ii) above; (c) the sender of the payment did not have authorization to send the payment (for example: the buyer used a WeChat Wallet that did not belong to the buyer); (d) you received the payment for activities that violated this Agreement or any other PayPlus agreement; or (e) PayPlus decided a Claim against you. PayPlus will have the final decision-making authority with respect to Claims, including without limitation claims for refunds for purchased items that are filed with PayPlus by you or your customers. You will be required to reimburse PayPlus for your liability. Your liability will include the full purchase price of the item plus the original shipping
cost (and in some cases you may not receive the item back). You will not receive a refund of any fees paid to PayPlus. Without limiting the foregoing, you agree to defend, indemnify, and hold harmless PayPlus, Designated Bank and their respective employees and agents (collectively “Disclaiming Entities”) from and against any claim, suit, demand, loss, liability, damage, action or proceeding arising out of or relating to: (f) your breach of any provision of this Agreement; and/ or (g) your use of the Payment Service, including without limitation any Reversals, Chargebacks, Claims, fines, fees, penalties and attorneys’ fees; (h) your, or your employee’s or agent’s, negligence or willful misconduct; or (i) third party indemnity obligations PayPlus or Designated Bank incurs as a direct or indirect result of your acts or omissions (including indemnification of any Organization or Issuer).
If you are liable for any amounts owed to PayPlus, PayPlus may immediately remove such amounts from your Reserve Account and deduct the amounts owed to PayPlus from such Reserve Account funds. If you do not have sufficient funds in the Reserve Account to cover your liability, you will be required to immediately add funds additional funds to your Reserve Account to cover funds owed to PayPlus. If you do not do so, PayPlus may engage in collections efforts to recover such amounts from you at your cost and expense.
7. Representation and Warranties
You represent and warrant to us that: (a) you are eligible to register and use the services provided under this Agreement; (b) by entering into this Agreement you are not currently and will not be in breach of any Relevant Law or any obligation owed to any Person; and (c) you have the right, power, and ability to enter into and perform the obligations under this Agreement, and: (i) if you are a natural person, you are at least eighteen (18) years of age or, if you are under eighteen (18) years of age, you’ve obtained the consent of your parent or legal guardian to your execution of this Agreement and use of the Payment Services in the manner prescribed by PayPlus; (ii) if you are an incorporated body, you validly exist under the laws of your place of incorporation and have the power and authority to carry on your business as that business is now being conducted and using any name under which that business is being conducted; and (iii) if you, a Related Company or any officer, employee or agent of you or a Related Company has at any time been listed on a database of terminated merchants maintained by WeChat or have otherwise had merchant services terminated by another acquiring bank, you have disclosed that fact to PayPlus; (d) the name identified by you when you registered is your name or business name under which you sell goods and services; (e) any sales transaction submitted by you will represent a bona fide sale by you; (f) any sales transactions submitted by you will accurately describe the goods and/or services sold and delivered to a purchaser; (g) you will fulfill all of your obligations to each customer for which you submit a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (h) you and all transactions initiated by you will comply with all Relevant Laws applicable to your business, including any applicable tax laws and regulations; (i) except in the ordinary course of business, no sales transaction submitted by you through the Payment Service will represent a sale to any principal, partner, proprietor, or owner of your entity; and (j) you will not use the Payment Service, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Payment Service. The representations and warranties set out in this Section are ongoing throughout the term of this Agreement.
8. No Warranties
The Payment Service is developed for use by merchants in New Zealand. Neither PayPlus nor Designated Bank make any representations that the Payment Service is appropriate or available for use in other locations. Those who access or use the Payment Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all Relevant Laws, foreign and local laws and regulations, including but not limited to export and import regulations. You may not use the Payment Service if you are a resident of a country embargoed by the United Nations or New Zealand, or are a foreign person or entity blocked or denied by the New Zealand government. Unless otherwise explicitly stated, all materials found on the Payment Service are solely directed to individuals, companies, or other entities located in New Zealand.
To the extent that you acquire goods or services from PayPlus or Designated Bank as a consumer within the meaning of the Xxx Xxxxxxx Xxxxxxxx Xxxxxxxxxx Xxx 0000, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted or modified by agreement.
Nothing in this Agreement operates to exclude, restrict or modify the application of any implied condition or warranty, provision, the exercise of any right or remedy, or the imposition of any liability under the Xxx Xxxxxxx Xxxxxxxx Xxxxxxxxxx Xxx 0000 or any other statute where to do so would: (a) contravene that statute; or (b) cause any term of this agreement to be void.
THE PAYMENT SERVICE AND ALL ACCOMPANYING DOCUMENTATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING W I T H O U T L I M I TAT I O N A N Y I M P L I E D WA R R A N T I E S O F T I T L E , MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. USE OF THE PAYMENT SERVICE IS AT YOUR OWN RISK.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OR THROUGH THE PAYMENT SERVICE OR FROM (I) PAYPLUS OR DESIGNATED BANK; (II) THE PROCESSORS, SUPPLIERS OR LICENSORS OF PayPlus OR DESIGNATED BANK; OR (III) ANY OF THE RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES OF ANY OF THE ENTITIES LISTED IN (I) OR (II) ABOVE (COLLECTIVELY, THE “DISCLAIMING ENTITIES” AND INDIVIDUALLY A “DISCLAIMING ENTITY”) WILL CREATE ANY WARRANTY.
YOU SPECIFICALLY ACKNOWLEDGE THAT NEITHER PAYPLUS NOR DESIGNATED BANK HAVE ANY CONTROL OVER THE PRODUCTS OR SERVICES THAT ARE PAID FOR WITH THE SERVICES, AND NEITHER PAYPLUS NOR DESIGNATED BANK CAN ENSURE THAT YOUR CUSTOMERS WILL COMPLETE A TRANSACTION OR IS AUTHORIZED TO DO SO.
WITHOUT LIMITING THE FOREGOING, THE DISCLAIMING ENTITIES DO NOT WARRANT THAT THE INFORMATION THEY PROVIDE OR THAT IS PROVIDED THROUGH THE PAYMENT SERVICE IS ACCURATE, RELIABLE OR CORRECT; THAT THE PAYMENT SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE PAYMENT SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, THAT THE PAYMENT SERVICE WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PAYMENT SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY SUBJECT MATTER DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PAYMENT SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. THE DISCLAIMING ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT HOW LONG WILL BE NEEDED TO COMPLETE THE PROCESSING OF A TRANSACTION.
THE DISCLAIMING ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR PAYMENT SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PAYMENT SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PAYPLUS WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD- PARTY PROVIDERS OF PRODUCTS OR SERVICES.
To the extent permitted by law, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on PayPlus are excluded under this agreement. If a supply under this agreement is a supply of goods or services to a consumer within the meaning of the Consumer Xxxxxxxxxx Xxx 0000, nothing contained in agreement excludes, restricts or modifies the application of any provision, the exercise of any right or remedy, or the imposition of any liability under the Consumer Law, provided that, to the extent that the Consumer Xxxxxxxxxx Xxx 0000 permits PayPlus to limit its liability, then PayPlus’s liability shall be limited to: (c) in the case of services, supplying the services again or payment of the cost of having the services supplied again; and (d) in the case of goods, replacing the goods, supplying equivalent goods or repairing the goods, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired.
9. Limitation of Liability and Damages
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT SHALL A DISCLAIMING ENTITY (AS DEFINED IN XXXXXXX 0 XXXXX) XX LIABLE FOR ANY ACT OR OMISSION (INCLUDING NEGLIGENCE) THAT RESULTS IN ANY DIRECT OR INDIRECT LOST PROFITS, LOSS OF DATA, OR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE PAYMENT SERVICE. UNDER NO CIRCUMSTANCES WILL ANY OF THE DISCLAIMING ENTITIES (AS DEFINED IN XXXXXXX 0 XXXXX) XX RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PAYMENT SERVICE OR YOUR PayPlus ACCOUNT OR THE INFORMATION CONTAINED THEREIN. UNDER NO CIRCUMSTANCES WILL PAYPLUS OF DESIGNATED BANK BE LIABLE TO YOU FOR ANY LOST SALES, REVENUE OR PROFIT OR LOSS OF CUSTOM DUE TO ANY SERVICE FAILURE WHICH RESULTS IN YOU BEING UNABLE TO PROMPTLY ACCEPT PAYMENTS FROM YOUR CUSTOMERS.
THE DISCLAIMING ENTITIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF SERVERS USED IN CONNECTION WITH THE SERVICES AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PAYMENT SERVICE; (D) ANY SOFTWARE BUGS, VIRUSES, TROJAN HORSES, OR OTHER HARMFUL CODE THAT MAY BE TRANSMITTED TO OR THROUGH THE PAYMENT SERVICE; (E) ANY ERRORS, INACCURACIES OR OMISSIONS IN ANY CONTENT OR INFORMATION, FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR INFORMATION, IN EACH CASE POSTED, EMAILED, STORED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PAYMENT SERVICE; AND/OR (F) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
WITHOUT LIMITING THE FOREGOING PROVISIONS OF THIS SECTION 9, THE DISCLAIMING ENTITIES’ CUMULATIVE LIABILITY TO YOU SHALL BE LIMITED TO DIRECT DAMAGES AND IN ALL EVENTS SHALL NOT EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO PAYPLUS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE LEGAL BASIS ON WHICH THE CLAIM IS BASED, INCLUDING WITHOUT LIMITATION CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY
OTHER BASIS. THE XXXXXXXXXXX APPLY EVEN IF PAYPLUS OR DESIGNATED BANK HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
THE PROVISIONS OF THIS SECTION 9 SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10. Disputes; Choice of Law; Jurisdiction and Venue
You agree that any disputes arising out of or relating to this Agreement or the Payment Service shall be resolved in accordance with this Section 10. This Agreement is governed by the laws of New Zealand. Each party submits to the jurisdiction of the courts of New Zealand and any courts of appeal from them.
Headings are included for convenience only, and shall not be considered in interpreting this Agreement. The Agreement does not limit any rights that we may have under trade secret, copyright, patent or other laws. PayPlus’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
11. Right to Amend
PayPlus has the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Payment Service or software with notice that PayPlus in its sole discretion deems to be reasonable in the circumstances, including such notice on PayPlus’s website or any other website maintained or owned by PayPlus for the purposes of providing services in terms of this Agreement. Any use of the Payment Service or software after PayPlus’s publication of any such changes shall constitute your acceptance of this Agreement as modified.
This Agreement, and any rights and licenses granted hereunder, may not be transferred, charged or assigned by you without our prior written consent, but PayPlus’s rights and obligations under this agreement may be assigned by PayPlus without consent or other restriction.
PayPlus and Designated Bank may at any time without notice to you set off any Liability owed by PayPlus or Designated Bank (as the case may be), to you on any account against any Liability owed by You to PayPlus or the Designated Bank (as the case may be) under or in connection with this agreement. For the purpose of this Section, “Liability” means any debt or monetary liability, irrespective of whether the debt or monetary liability is future or present, actual or contingent.
14. Change of Business
You agree to give PayPlus at least 30 days prior notification of your intent to change your current product or services types, your trade name or the manner in which you accept payment.
You agree to provide PayPlus with prompt notification if any step is taken to appoint a receiver, a receiver and manager, a trustee in bankruptcy, a liquidator, a provisional liquidator, an administrator or other like person of the whole or any part of your assets or business. You also agree to promptly notify PayPlus if you cease to carry on business, you cease to be able to pay its debts as they become due, any step is taken by a mortgagee to take possession or dispose of the whole or any part of its assets, operations or business, any step is taken to enter into any arrangement between you and your creditors or of any adverse change in your financial condition, any planned or anticipated liquidation or substantial change in the basic nature of your business, any transfer or sale of 25% or more of your total assets or any change in the control or ownership of you or your parent entity. You will also notify PayPlus of any judgment, writ, warrant of attachment, execution or levy against 25% or more of your total assets not later than three days after you obtain knowledge of it. You also agree to promptly notify PayPlus where, if you are a partnership, any step is taken to dissolve that partnership or a partner dies.
This Agreement binds you and your respective heirs, representatives, and permitted and approved successors (including those by merger and acquisition) or any permitted assigns.
16. Third Party Services and Links to Other Web Sites
17. Force Majeure
No party will be liable for delays in processing or other non-performance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labour strife, riots, war, terrorist attack, non-performance of PayPlus’s vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will
affect or excuse your liabilities and obligations under Section D (Section 6), including without limitation for Reversals, Chargebacks, Claims, fines, fees, refunds or unfulfilled products and services.
18. Entire Agreement
These terms and conditions and all policies and procedures that are incorporated herein by reference constitute the entire agreement between you and PayPlus with respect to the provision of the Payment Service. In the event of a conflict between this Agreement and any other PayPlus agreement or policy, this Agreement shall prevail on the subject matter of this Agreement.
Except as expressly provided in this Agreement, these terms describe the entire liability of PayPlus, Designated Bank and PayPlus’s vendors and suppliers and sets forth your exclusive remedies with respect to the Payment Service and your access and use of the Payment Service.
If any provision of this Agreement (or portion thereof) is held to be invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect.
In addition to any provision that is expressly stated to survive termination or is reasonably necessary to accomplish or enforce the purpose of this Agreement, the following sections of this Agreement survive and remain in effect in accordance with their terms upon the termination of this Agreement: Sections A(4), A(14) C(9), C(10),C(11),C(14), C(15),C(16), C(17), D(3), D(5), D(6), D(8), D(9), D(10), D(18) and D(19).