MERCHANT TERMS & CONDITIONS

This document sets out the terms on which Latitude Innovation Holdings Limited, trading as Genoapay (Genoapay) offers an online service to selected merchants (Merchants), who wish to offer to their customers (Customers) the ability to pay for goods or services purchased from the Merchant by way of weekly instalments, through an interest free loan provided to the Customer by Genoapay. The Genoapay service enables the Merchant to obtain a confirmation it will receive payment for the goods or services (less Genoapay’s commission) at the time the transaction is completed with the Customer, and the Customer to receive the goods and services at the time the transaction is completed with the Merchant.

By registering as a Merchant, you acknowledge and agree to be bound by these terms.

Introduction

1. These terms set out the basis on which you will be able to offer to Customers the ability to use a loan provided by Genoapay to pay (or part-pay) for Transactions.
2. In summary, the Service operates as follows:
   1. a Customer registers with Genoapay to use the Service;
   2. the Customer identifies a Merchant that is offering the option to pay for goods and services using a Genoapay loan;
   3. if the Merchant confirms that the Customer can use the Genoapay service to pay for goods and services from that Merchant, then the Customer will apply for a loan to pay the Merchant;
   4. if the Customer’s loan application is approved by Genoapay, then the Customer and the Merchant will each receive a confirmation from Genoapay, following which the transaction between the Customer and the Merchant will be completed.

The above steps are carried out online on the Genoapay Website (except for the transaction between the Customer and the Merchant). The terms on which Genoapay provides the Service to Customers are set out on the Website.

3. If there is any inconsistency between these terms and any other terms set out on the Website, these terms will prevail (except as expressly contemplated by these terms).

Registration as a Merchant

4. In order to access and use the Service, you must register as a Merchant by completing the online Merchant Application. The Merchant Application will collect personal information from you, which will be used by and disclosed by Genoapay, on the terms set out in the Privacy Policy specified on the Website, which you agree will be binding on you. Genoapay reserves the right not to register any person as a Merchant if that person has not completed the registration process to Genoapay’s satisfaction.
5. Once you are registered as a Merchant, you can promote the Service to Customers. Genoapay grants you a non-exclusive licence to use Genoapay’s name, brand and marketing materials to promote the use of the Service to potential customers of Genoapay, provided however, that anytime the Genoapay name, brand or logo is intended to be used, you must obtain Genoapay’s prior written consent. Genoapay’s consent shall not be taken as warranty that such material complies with applicable laws. This licence will terminate on termination of your registration for any reason.
6. Genoapay may terminate or suspend your registration as a Merchant at any time by notice to you if Genoapay reasonably believes that you are not complying with these terms.
7. You may terminate your registration as a Merchant on not less than 3 months’ prior notice to Genoapay through the Website or by email at info@genoapay.com.
8. If your registration is terminated or suspended, these terms will continue to apply in respect of any Transaction which you have completed with a Customer.
9. Subject to clause 8, these terms will apply to you for so long as you are registered as a Merchant.
10. After having registered as a Customer on the Website, the Customer will be able to use the Service and apply for a Loan.
11. If you wish to make the Service available to a Customer, you will either:
    1. access the Website at your site or other physical store; or
    2. make the Service available to the Customer via your own website or other online portal,

    and provide the price and other details relating to the Transaction to the Customer via the Website. By doing so, you are making an irrevocable offer to the Customer to enter into the Transaction on the basis of the payment details you provide, subject only to the Customer’s application for a Loan being approved. The Customer will not be able to accept your offer (thereby making the Transaction binding as between you and the Customer) unless the Loan is approved.

12. Once the Loan application is approved, the Customer will be able to accept your offer by providing the Customer’s payment details to Genoapay, following which both you and the Customer will simultaneously be notified when the Transaction has been completed. You acknowledge and agree that if you receive this confirmation, you will complete the transaction with the Customer and will deliver or provide the relevant goods and/or services to that Customer.
13. If you are notified that the Transaction has been completed, then Genoapay will pay to you an amount equal to the Transaction Value less the Commission, within 5 Business Days after you have been notified of the Transaction’s completion. By making the offer to the Customer as described in clause 11, you agree to accept the amount payable by Genoapay under this clause, and the timing of that payment, as full and final payment by that Customer of the Customer’s payment obligations (or part-payment obligations, if relevant) in respect of the Transaction. This clause is enforceable by the relevant Customer for the purposes of the Contracts (Privity) Act 1982.
14. If you receive notification from Genoapay that a Customer’s application for a Loan has not been approved, you are free to agree any other payment terms with that Customer in respect of the relevant Transaction.
15. You acknowledge and agree that:
    1. you may only promote the Service for so long as you are registered as a Merchant;
    2. you may allow a Customer to use the Service to part-pay for any Transaction;
    3. you have the right to refuse a Customer’s request to use the Service to pay for any Transaction;
    4. Genoapay may appoint other persons as Merchants from time to time, including persons with businesses that compete with your business; and
    5. you will not offer to any Customer the ability to pay for any goods and/or services which you offer on lay-by or delayed payment or through the provision of an interest free loan (on any terms). This clause does not apply to any interest free or interest bearing finance deals which are offered by you or your suppliers at any time.

Fees and Charges

16. Genoapay will charge a Commission to you for the use of its Service to pay for goods and/or services which are sold by you to a Customer. The Commission % will be based on your individual agreement of the Transaction Value. Genoapay may adjust the Commission payable by you by written notice (including by email) to you at any time, which adjusted Commission will be payable by you from the next offer you make to a Customer as contemplated by clause 11.
17. You acknowledge and agree that:
    1. you cannot charge a Customer any additional fees or other amounts (including, for example, higher prices for goods/services) for using the Service to pay for a Transaction; and
    2. you have no right to seek any payment from the Customer in relation to a Transaction (except where the loan is provided in part-payment) regardless of whether Genoapay makes payment to you in respect of that Transaction under clause 13 or not. This clause is enforceable by the relevant Customer for the purposes of the Contracts (Privity) Act 1982.

Returns and Refunds

18. Genoapay will process a refund to a customer when Genoapay is notified through the “refund request” section available online in the Genoapay dashboard.
19. You will need to search the relevant Customer and select the “process refund” button on the individual Customer screen. By selecting the “process refund” button, you are irrevocably instructing Genoapay to refund the Customer.
20. Once you have selected the “process refund” button, Genoapay will cancel the relevant Loan and Loan Contract and will calculate how much to refund back into the Customer’s bank account or credit card (this will depend on how many instalments they have paid). Genoapay will email the consumer with details of the refund.
21. The Commission is non-refundable in the event of a return or refund being processed. You must repay to Genoapay the Transaction Value in respect of each Transaction where a refund is processed. The relevant Transaction Value will be deducted from your next payment(s) from Genoapay. You will see a specific section on refunds which will be itemised.

Warranties

22. You warrant to Genoapay that:
    1. all information you provide to Genoapay is true, accurate, and complete when given; and
    2. you will provide Genoapay with updated information (including contact information) if any such information has changed from the time you registered as a Merchant.

Right to Profit

23. You acknowledge and agree that Genoapay and its Related Companies may be paid a commission or other financial benefit by the person providing funding for the Loan in connection with any Loan or Transaction, if applicable.

Liabilities

24. You acknowledge and agree, in respect of Genoapay, and their respective employees, directors, officers, agents and contractors (together, relevant persons), that none of the relevant persons will be liable in respect of:
    1. any failure to provide the Service or otherwise to comply with this agreement, if the failure or non-compliance is caused by events beyond its reasonable control; or
    2. any failure by any Customer to be offered a Loan at any time.

    Nothing in this clause 24 or these terms limits any rights you may have under the Fair Trading Act 1986, or any other applicable legislation.
    This clause 24 is for the benefit of, and is enforceable by, each relevant person, in terms of the Contracts (Privity) Act 1982.

25. You acknowledge that the Website may not be available at all times and that Genoapay will not be liable to you for any loss of profit or opportunity (however described) arising from any inability to access the Website at any time.
26. Genoapay will not be responsible or liable to you for any indirect, or consequential loss or damage suffered or incurred by you in respect of the use by a Customer of the Service in respect of a Transaction.

Communications

27. Genoapay may provide you with communications in relation to these terms, including notices, by mail or in an electronic form, including by email and text messages.
28. You must provide notices to Genoapay by email to the email address below. If you have any questions about the Service or these terms, please contact Genoapay as follows:
    Phone: 0800 765 345 or (+64) 09 801 8084
    Email: info@genoapay.com

Amendments to Agreement

29. Subject to clause 16, Genoapay may modify these terms, and the way in which Genoapay provides the Service, at any time by notice on the merchant terms & conditions page. You should check the merchant terms and conditions section of the Website regularly. Any such modifications will apply from the date stated on the Website.

Assignment

30. You may not transfer or assign any of your rights or obligations under these terms without Genoapay’s prior consent.
    Genoapay may transfer or assign all and any of its rights under these terms to any person, without requiring your consent.

Governing Law

31. This agreement is governed by New Zealand law. The parties submit to the non-exclusive jurisdiction of the New Zealand courts in respect of all matters arising under or in connection with this agreement.

Definitions

32. Business Day means a day other than a Saturday, Sunday, or statutory public holiday in New Zealand;
    Commission means the amount payable by a Merchant to Genoapay in respect of each Transaction where the Customer pays for some or all of that Transaction using a Loan;
    Customer means a natural person who has registered as a Customer with Genoapay;
    Loan means the loan advanced to a Customer using the Service to enable that Customer to pay for a Transaction;
    Loan Contract means, in relation to a Loan, the contract under which that Loan is made as between the Customer and Genoapay;
    Merchant means a supplier of goods and/or services who has registered with Genoapay;
    Privacy Policy means the then current privacy policy of Genoapay specified on the Website;
    Related Company has the meaning given to that term in section 2(3) of the Companies Act 1993;
    Service means the provision of a facility through which a Customer can apply for Loans to pay Merchants for goods or services, which Loans are interest-free and repayable in instalments, which Genoapay provides through the Website;
    Transaction means the transaction entered into (or proposed to be entered into) between a Customer and a Merchant, where that Customer seeks to acquire goods and/or services from that Merchant and wishes to pay for some or all of the amount payable to the Merchant using a Loan;
    Transaction Value means the amount (including GST, if any) payable by the Customer to the Merchant in respect of that Transaction (and, where the Customer is part-paying the value of that Transaction using a Loan, means the amount of that part-payment); and
    Website means the website at www.genoapay.com, or such other website as Genoapay may from time to time operate to provide the Service.

Interpretation

33. In this agreement:
    1. headings are inserted for ease of reference only, and do not affect the interpretation of this agreement;
    2. references to the singular include the plural and vice versa;
    3. references to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity;
    4. reference to any party includes its permitted assignee or transferee;
    5. reference to the “liability” of a person include references to its liability under any cause of action, whether in contract, tort, or equity or under any enactment;
    6. references to any document (however described) are references to that document as modified, novated, supplemented, varied or replaced from time to time and in any form, whether on paper or in an electronic form; and
    7. a reference to any legislation is a reference to that legislation as amended or replaced from time to time, and includes any regulations or legislative instrument made under it.