Mobile Application End-User Terms

PAYPR MOBILE APPLICATION END-USER TERMS

These terms were last updated on 27 MAY 2016

The following terms and conditions (“Terms”) and our Privacy Policy apply to the use of the Paypr mobile application software (App) and associated services by you as an end user of the App (“you”), including any updates or supplements to the App unless they come with separate terms, in which case those terms apply.

These Terms are intended to explain the obligations of Paymark Limited, Level 2, 162 Victoria Street, Auckland, 1010 (“our”, “us” or “we”)  as the provider of Paypr to you and your obligations to us as a User of the App.  To the extent you are a party to the Subscription Terms, these Terms are in addition to such Subscription Terms and apply in relation to you as a User.

By ticking the “I agree” check box on the sign-up page you are stating that you agree to be bound by all of these Terms.

Paypr is only available to customers in New Zealand. Paypr connects to Xero. To use Paypr you must be activated as a Paypr User by a Subscriber pursuant a current Paypr subscription that is connected to an active Xero account. There must be no outstanding Access Fee relating to your Paypr subscription. You must register a Card in the App to use the functionality of Paypr.

We reserve the right to change these Terms at any time by providing you with reasonable notice of the existence of the amended Terms in accordance with clause 23.1. Such revised terms will apply from the next Subscription Renewal Date after we give you notice and by choosing to continue to use the App you are deemed to accept any amended Terms.

• DEFINITIONS

1.1           In these Terms the following words and expressions shall have the following meanings:

1. “Access Fee” means the monthly fee payable by the Subscriber to us under the Subscription Terms;
2. “App” means the Paypr mobile application available for Android and iOS operating systems;
3. “Card” means an eftpos, debit or credit card that you have registered with Paypr;
4. “Device” means a computer, mobile phone or any other device used to access Paypr;
5. “Expense” an expense record created by Paypr of a Transaction using Transaction Data and attaching a Paypr Receipt which a User can elect to submit (along with additional information added by the User, such as descriptions, codes or references) from Paypr to Xero;
6. “Intellectual Property Rights” means all patent, trade mark, service mark, copyright, moral rights, rights in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered;
7. “Paypr” means our digital receipts system accessible to Users via the App and Website;
8. “Paypr Receipt” means the digital receipt of a Transaction created by Paypr;
9. “Subscriber” means the individual or entity that has entered into the Subscription Terms and in relation to whom you are activated as a Paypr User;
10. “Subscription Period” means the period between each Subscription Renewal Date;
11. “Subscription Renewal Date” means the first day of the Subscriber’s next monthly Subscription Period, or in relation to a Trial Period, the expiry of such Trial Period;
12. “Transaction” means an electronic transaction made using a Card for a purchase at a merchant on the Paymark network (and processed through the Paymark system);
13. “Transaction Data” means all data relating to a Transaction including the Paypr Receipt and any other data or information compiled from the Paymark systems;
14. “Trial Period” means any free trial period agreed by us with the Subscriber;
15. “User” means an individual that has been activated in the Paypr customer portal to be end user of Paypr affiliated to a Paypr account, regardless of whether the individual has registered a Card with us to use for Paypr;
16. “Website” means our website www.paypr.co.nz; and
17. “Xero” means Xero online accounting software.

• LICENCE TO USE PAYPR

2.1            In consideration of you agreeing to these Terms, we grant you the right to use the App on your Device. Without limiting the Subscription Terms, this non-exclusive, non-transferable right is limited by and subject to these Terms, the Privacy Policy and, subject to clause 10.3, any rules or policies applied by any appstore provider or operator from whose site (Appstore) you downloaded the App (Appstore Rules). This right to use the App is immediately revocable at our sole discretion without notice.  Use of Paypr may be subject to advised limitations. We remain the owners of the Paypr at all times.

• APP UPDATES

3.1            From time to time updates to the App may be issued through the Appstore. Depending on the update, you may not be able to use Paypr until you have downloaded the latest version of the App and accepted any new terms (if applicable).

• NEW ZEALAND PAYMARK SYSTEM ONLY

4.1            Paypr is only intended for use by Users located in New Zealand making Transactions on the Paymark payment processing network operating in New Zealand

• CONNECTION TO XERO

5.1            You acknowledge that the Subscriber that has activated you as a User of Paypr is responsible for authorising the connection between Paypr and an active Xero account to enable Paypr to send information to and retrieve information from Xero. When you complete a Transaction we will use the Transaction Data to create a draft Expense in the App. You shall elect whether or not to submit the Expense from Paypr to Xero. We shall not be responsible for any disclosure, modification or deletion of Transaction Data or Expense information once an Expense has been submitted to Xero.

• SUPPORT

6.1            We will provide support to you via email only. At our discretion, we may provide telephone support to customers but otherwise we will not provide telephone support regarding Paypr. Our contact email address is: support@paypr.co.nz.

6.2            You acknowledge that the Appstore has no obligation to provide maintenance or support services to you with respect to your use of the App.

• PRIVACY POLICY AND PERSONAL INFORMATION

7.1            Information collected when you register or interact with us and use Paypr, including the App or our Website or associated services may include personal information. You agree to the terms of our Privacy Policy (as we may vary from time to time).

• REGISTRATION

8.1            In registering to use Paypr:

1. Password security: you will ensure that all usernames and passwords required to access Paypr via the Website and App are kept secure and confidential and you will notify us immediately by email to support@paypr.co.nz of any unauthorised use of your password or any other breach of security.
2. Registration information: you will provide us with all information we reasonably request to enable us to register you to use Paypr. You confirm that the information you provided to us on registering for Paypr was at the time you provided it current, complete and accurate, and you agree to maintain and update the information as required to keep it so including updating Card details that you have registered with us. If you are not able or willing to provide information or keep information up to date then it may result in you being unable to use Paypr.
3. Reliance upon password: you release us from any claim arising from any reasonable reliance by us upon use of your password, including us disclosing information relating to your registration and/or affairs with us. You agree to indemnify and hold us, our directors, officers and employees harmless from any claims, actions, costs (including legal costs), or losses by us or any third party due to or arising out of reasonable reliance by us or any third party upon any acts carried out, requests made or information provided through the use of your password.

• USE OF DEVICE

9.1            You warrant that you have obtained permission from the owner of any Device (“Owner”) that is controlled, but not owned, by you to download or stream a copy of the App onto the Device. You and the Owner may be charged by your and the Owner’s service providers for internet access on the Device. You accept responsibility for the use of the App or any associated service on or in relation to any Device, whether or not it is owned by you.

• ACCESS CONDITIONS

10.1         As between you and us, you acknowledge that:

1. the Subscriber shall determine who is a User of the Subscriber’s Paypr account and the Subscriber controls what level of access you as a User shall have to the Paypr account and Paypr at all times;
2. the Subscriber can revoke or change your access, or level of access, to Paypr at any time and for any reason, in which case you will cease to be a User or you shall have that different level of access to the Paypr account, as the case may be;
3. if there is any dispute between you and the Subscriber regarding access or level of access to the Paypr account and Paypr, the Subscriber shall decide what access or level of access you shall have, if any.

10.2         If the Access Fee related to your Paypr subscription is not paid or the Subscriber’s Paypr subscription terminates or the subscription to the nominated Xero account terminates, for any reason, then you will not be able to use Paypr, including to access Transaction Data or submit Expenses to Xero.

10.3         You will need to agree to the terms and conditions of the Appstore in order to become a customer of the Appstore to download the App. These Terms apply and override any default Appstore End User Licence Agreement for use of the App.

10.4         You must not:

1. use Paypr in an unlawful manner, for any unlawful purpose or in any manner inconsistent with these Terms;
2. attempt to undermine the security or integrity of our computing systems or networks used to provide Paypr or where Paypr is hosted by a third party, that third party's computing systems and networks;
3. use, or misuse, Paypr in any way which may impair the functionality of Paypr  or other systems used to deliver Paypr or impair the ability of any other user to use Paypr;
4. attempt to gain unauthorised access to any materials (other than those to which you have been given express permission to access) or to the computer system on which Paypr is hosted;
5. transmit or input into Paypr via the App or Website any:
   1. files that may damage any other person’s computing devices or software,
   2. content that may be offensive or
   3. material or data in violation of any laws (including data or other material protected by copyright or trade secrets or other Intellectual Property Rights which you do not have the right to use); and/or
6. attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver Paypr.

• YOUR RESPONSIBILITIES

11.1          You are responsible for:

1. reviewing for accuracy the results of Paypr, in particular checking the value of a draft Expense and other information presented by Paypr; values and other information presented by Paypr before submitting an Expense to Xero;
2. determining whether the functions of Paypr as described on our Website meet your requirements and are suitable for the purposes for which you wish to use it;
3. only using Paypr, the Website and the App for the Subscriber’s own lawful internal business purposes, in accordance with these Terms;
4. the security of your Devices used for accessing Paypr, including maintaining an up to date browser, firewall or anti-virus and anti-spyware software and ensure you update all security software by downloading the latest security patches from the relevant software provider;
5. ensuring that you submit any Expense to Xero within 90 days of the date of the Transaction. Transaction Data and Expense information will not be available to you in the App after 90 days of the date of the Transaction;
6. complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of, and access to, your Transaction Data and Expenses will comply with laws applicable to you (including any laws requiring you to retain records);
7. any content added or uploaded to the App by or on behalf of you, for example descriptions, codes, references or photocapture of a physical receipt of a Transaction; and
8. ensuring that the Subscriber deactivates your access to Paypr if you no longer wish to use the App. The Subscriber shall be charged an Access Fee for any period (other than a free trial) where you are activated as a User.

• INTELLECTUAL PROPERTY RIGHTS

12.1          Nothing in these Terms, or your use of Paypr, will transfer any Intellectual Property Rights in Paypr (including the App, Website or any Transaction Data) to you or entitle you to use any Intellectual Property Rights in Paypr other than as expressly set out in these Terms.  To the extent you create any Intellectual Property Rights relating to Paypr these will on creation be owned by us and you hereby assign all such Intellectual Property Rights to us.  You shall not use any of our trade names, trade marks, service marks, logos, domain names and other distinctive brand features of Paymark or Paypr unless you have our prior express, written consent. In the event of a third party claim that the App or your use of the App infringes that third party’s intellectual property rights, we will be responsible for investigation, defense, settlement and discharge of any such intellectual property infringement claim.

• USE OF DATA

13.1          As between you and us, we own the Transaction Data and grant you the right to use it for the purposes of these Terms. We have the right to use, copy, transmit, store, and back-up the Expense information and your other information for the purposes of enabling you to access and use Paypr and for any other purpose related to provision of services to you. Your access to Paypr and ability to submit Expenses to Xero is contingent on full payment of the Access Fee. Once Expense information has been submitted to Xero it is outside of our control.

• NO WARRANTIES

14.1          Except as expressly provided in these Terms all representations or warranties (statutory, express or implied), except any which may not lawfully be excluded, are expressly excluded, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement of Intellectual Property Rights.  We do not make any guarantees that there will be no loss of Transaction Data. You acknowledge that Paypr is a service intended solely for the purposes of businesses and accordingly the Consumer Guarantees Act 1993 will not apply

• SERVICE PROVISION

15.1         We will endeavour to provide Paypr as described on our Website but we cannot guarantee 100% up time. The provision of, access to, and use of, Paypr is on an "as is" basis. We may amend or suspend or restrict availability to Paypr (including access to the Website and/or App and/or any associated services) at our sole discretion for any reason including, but not limited to, technical, security, legal or business reasons or for the purposes of carrying our maintenance or development.  We do not warrant that the use of Paypr will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing Paypr, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to Paypr.  We are not in any way responsible for any such interference or prevention of your access or use of Paypr.  Use of Paypr does not constitute the receipt of accounting or tax advice, whether in respect to the contents of the Transaction Data or its representation in Paypr or otherwise.

• LIMITATION OF LIABILITY

16.1          To the maximum extent permitted by law, we exclude all liability and responsibility to you or your organisation (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, data, profits and savings) or damage resulting, directly or indirectly, from the supply of, any use of, or reliance on, Paypr, the App, the Website or any associated services.  Without limiting this, if loss or damage is suffered which cannot be so excluded, any claim against us will be limited in aggregate, to the extent legally permissible, to the Access Fees relating to you as a User for any remaining prepaid period of the Paypr subscription.  If you are not satisfied with Paypr, to the maximum extent permitted by law, your sole remedy is to request that Subscriber deactivates your access to Paypr and for you to remove the App from your Device and cease using the App.

• INDEMNITY

17.1          You indemnify us, our directors, officers and employees against: all claims, actions, costs (including legal costs), damage and losses incurred by us arising from any and all breaches by you of any of these Terms or any other obligation you may have to us or warranty you may give to us.

• TERMINATION

18.1          These Terms will continue for the period you are activated as a User under the Subscriber’s Paypr subscription and will terminate if you are deactivated as a User. In addition we can terminate your rights as a User immediately at any time without notice if:

1. the Subscription Terms between the Subscriber and us are terminated for any reason;
2. we consider there is a security, legal or other risk to Paypr or our systems;
3. the Subscriber fails to pay the Access Fee when due in relation to your Paypr subscription; or
4. you breach any of these Terms and the breach is not capable of being remedied or you do not remedy the breach within 5 days after receiving notice of a breach capable of being remedied.

• CONSEQUENCES OF TERMINATION

19.1          Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of these Terms, for any reason:

1. All rights granted to you under these Terms will cease. You will not be able to access or use Paypr and this will include not being able to submit Expenses incurred prior to the date of termination to Xero;
2. clauses 8.1(c) (Reliance upon password), 9.1 (Use of Device), 10 (Access Conditions), 12 (Intellectual Property Rights), 13 (Use of Data), 14 (No Warranties), 15 (Service Provision), 16  (Limitation of Liability), 17 (Indemnity), 19 (Consequences of Termination), 20 (Third Party Links) and 27 (Law) will survive termination.

• THIRD PARTY LINKS

20.1          We may include links in the App and Website to other websites or resources operated by parties other than us. We are not responsible for any of the content or accuracy of external websites or pages. Furthermore we are not responsible for the availability of external websites or pages and do not endorse them, nor are we liable or responsible for the privacy practices or the content of the external websites. You will need to make your own independent judgement regarding interaction with any third-party websites.

• DELAY

21.1          Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

• NO RELATIONSHIP

22.1          These Terms will not be deemed to create a partnership, joint venture, agency or employment relationship of any kind between us and you.

• NOTICES

23.1          Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given and received when it passes the point in the senders computer system that the transmission could not be retrieved or stopped by the sender from being transmitted to the correct email address of the recipient, provided that any communication received, or deemed received after 5pm, or on a day which is not an ordinary business day in Auckland, shall be deemed not to have been received until the next business day.  Notices to us must be sent to billing@paypr.co.nz  or to any other email address notified by email to you by us or updated on our Website. You agree to receive information and notices pursuant to these Terms in electronic form.  Notices to you will be sent to the email address which you provided when setting up your access to Paypr as may be amended via the customer portal on our Website.

• RIGHTS OF THIRD PARTIES

24.1          You acknowledge that these Terms are concluded between us and you only and not with the Appstore. The Appstore has no obligations to the User under these Terms however the Appstore will have the right to enforce these Terms against a User as a third party beneficiary under these Terms.

24.2          Other than as stated in clause 24.1, no other person who is not a party to these Terms has a right to benefit under or to enforce these Terms.

• GENERAL

25.1          If at any time we do not enforce any of these Terms or grant you time or other indulgence, we will not be construed as having waived that term or condition or our rights to later enforce that or any other term or condition. Further, if any part or provision of these Terms is deemed to be invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose. The remaining Terms will be binding on the parties.

• ENTIRE AGREEMENT

26.1          Without limiting the Subscription Terms these Terms, together with our Privacy Policy and the terms of any other notices or instructions given to you under these Terms, supersede all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between you and us relating to Paypr.

• LAW

27.1          These terms and conditions are governed by and will be construed in accordance with the laws of New Zealand and you submit to the non-exclusive jurisdiction of the Courts of New Zealand.

• COMMUNICATIONS

28.1          By registering with us you agree to be contact by us in accordance with our Privacy Policy which includes sending you commercial electronic messages for the purposes set out in that policy.