Subscription Terms and Conditions

PAYPR SUBSCRIPTION TERMS AND CONDITIONS

These terms were last updated on 10 JUNE 2016

The following terms and conditions (“Terms”), our End User Terms and our Privacy Policy apply to all purchases, free trials and use of Paypr.  These Terms are intended to explain the obligations of Paymark Limited, Level 2, 162 Victoria Street, Auckland, 1010 (“our”, “us” or “we”) as a service provider and your obligations as a subscribing customer (“you” or “your”).

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.

By registering to use Paypr you acknowledge that you have read and understood these Terms and have the authority to act on behalf of any person for whom you are using Paypr. You are deemed to have agreed to these Terms on behalf of any entity for whom you use Paypr.

Paypr is only available to customers in New Zealand. Paypr connects to Xero. To use Paypr you need an active Xero subscription and you will need to authorise the connection through your Xero account.

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 26. Such revised terms will apply from your next Subscription Renewal Date after we give you notice and by choosing to continue your subscription you are deemed to accept any amended Terms.

1. Definitions: In these Terms the following words and expressions shall have the following meanings:
   1. “Access Fee” means the monthly fee (plus any taxes and duties) in accordance with the fee schedule set out on our Website (which we may change from time to time on notice to you) based on the number of activated Users affiliated to your Paypr account (including the Paypr administrator) on each Subscription Renewal Date or as otherwise agreed with you;
   2. “App” means the Paypr mobile application available for Android and iOS operating systems;
   3. “Card” means an eftpos, debit or credit card that a User has registered with Paypr;
   4. “Device” means a computer, mobile phone or any other device used to access Paypr;
   5. “Expense” means 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. “Subscription Period” means the period between each Subscription Renewal Date;
   10. “Subscription Renewal Date” means the first day of your next monthly Subscription Period, or in relation to a Trial Period, the expiry of such Trial Period;
   11. “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);
   12. “Transaction Data” means all data relating to a Transaction including the Paypr Receipt and any other data or information compiled from the Paymark systems;
   13. “Trial Period” means any free trial period for use of Paypr agreed with you;
   14. “User” means an individual you have activated in the Paypr customer portal to be an end user of Paypr affiliated to your Paypr account, regardless of whether or not such individual has registered a Card with us to use for Paypr;
   15. “Website” means our website paypr.co.nz; and
   16. “Xero” means Xero online accounting software.
2. Use of Paypr: We grant you the right to access and use Paypr. This non-exclusive, non-transferable right is limited by and subject to these Terms and is immediately revocable at our sole discretion without notice. In consideration for this access and use, you will pay the Access Fee monthly in advance. You must have a minimum of one User at all times in order to use Paypr. Use of Paypr may be subject to advised limitations. We remain the owner of Paypr at all times.
3. New Zealand Paymark system only: Paypr is only intended for use by Users located in New Zealand making Transactions on the Paymark payment processing network operating in New Zealand.
4. Connection to Xero: You are responsible for authorising the connection to Paypr through your Xero account to enable Paypr to send information to and retrieve information from Xero. You acknowledge that Xero may allow us to access your Xero account as required for the integration of Paypr with the Xero platform. When a User completes a Transaction we will use the Transaction Data to create a draft Expense in the App. The User 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.
5. Support: 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. Privacy policy and personal information: Information collected when you register or interact with us and use Paypr, including the App or 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) and acknowledge that all of your intended Users will need to agree to the terms of our Privacy Policy and our End User Terms.
7. Registration and accounts: In registering to use Paypr:
   1. Password security: you will ensure that all usernames and passwords required to access Paypr 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 credit card details that you have registered with us for Paypr billing purposes. If you are not able or willing to provide information or keep information up to date then it may result in you or your Users 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.
8. Users: You agree that, subject to any applicable written terms between you and your Users, or any other applicable laws:
   1. You determine who is a User of your Paypr account. You control what level of access any User shall have to your Paypr account and to Paypr at all times. You can revoke or change a User’s access, or level of access, to Paypr at any time and for any reason, in which case that person or entity will cease to be a User or shall have a different level of access to the Paypr account, as the case may be; and
   2. if there is any dispute between you and a User regarding access or level of access to your Paypr account, you shall decide what access or level of access that User shall have, if any.
9. Service Provision: 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.
10. Trial Policy: When you first sign up for access to Paypr you may be offered a Trial Period. If you choose to discontinue your use of Paypr at the end of the Trial Period you must cancel your subscription before the Subscription Renewal Date by sending an email to billing@paypr.co.nz or via the cancellation link on our Website.
11. Payment obligations: Paypr is a prepaid subscription service where you pay the Access Fee monthly in advance. All payments for the Access Fee will be taken from the credit card that you have registered with us for billing purposes (as may be updated from time to time). An invoice for the Access Fee will be issued to you by email each month on or about your Subscription Renewal Date until your subscription is terminated in accordance with clause 18. If you have participated in a Trial Period these payment obligations will apply from the first Subscription Renewal Date at the end of the Trial Period. If you fail to pay the Access Fee, then you and your Users may not be able to use Paypr and we are entitled to terminate your subscription in accordance with clause 18 (a) (ii) at any time after such non-payment.
12. Authorities: You warrant that:
    1. where you have registered to use Paypr on behalf of an organisation, you have the authority to agree to these Terms on behalf of that organisation and agree that by registering to use Paypr you bind the organisation on whose behalf you act to the performance of any and all obligations that you become subject to by virtue of these Terms; and
    2. if you provide information (including personal information) of other individuals or third parties to us, that you have the express consent of such individual or third party to provide such information to us and that we may use such information for the purposes disclosed to you at the time of such collection, which may include sending such individual or third party commercial electronic messages for the purposes set out in our Privacy Policy.
13. Your responsibilities: You are responsible for:
    1. all use (including misuse) of Paypr by your Users;
    2. subscribing to and maintaining an active Xero account, as required, to enable us to deliver Paypr to you and your Users. If your Xero account is inactive then your Users will be unable to submit Expenses to Xero;
    3. activating and deactivating your Paypr Users within the customer portal on our Website;
    4. updating credit card details that you have registered with us for Paypr billing purposes;
    5. reviewing for accuracy the results of Paypr, in particular checking the value of a draft Expense and other information presented by Paypr before submitting an Expense to Xero;
    6. 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;
    7. only using Paypr, the Website and the App for your own lawful internal business purposes, in accordance with these Terms and the End User Terms;
    8. 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 you must protect your Devices and ensure you update all security software by downloading the latest security patches from the relevant software provider;
    9. ensuring that your Users submit any Expense to Xero within 90 days of the date of the Transaction. Transaction Data and Expense information will not be available to Users in the App after 90 days of the date of the Transaction;
    10. complying with all applicable accounting, tax and other laws. It is your responsibility to check that storage of, and access to, Expenses will comply with laws applicable to you (including any laws requiring you to retain records); and
    11. any content added or uploaded to Paypr by or on behalf of you, for example descriptions, codes, references or photocapture of a physical receipt of a Transaction.
14. Access conditions: 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: (i) files that may damage any other person’s computing devices or software, (ii) content that may be offensive or (iii) 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.
15. Indemnity: 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 or your Users of any of these Terms or any other obligation you or a User may have to us or warranty you or a User may give to us.
16. Intellectual Property Rights in Paypr: Nothing in these Terms, or your use of Paypr will transfer any Intellectual Property Rights in Paypr (including the App, Website, any Transaction Data or any of our associated systems or services) 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 Paypr or your use of Paypr 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.
17. Use of Data: 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.
18. Term and Termination: These Terms will automatically to renew monthly, provided you continue to pay the prescribed Access Fee, unless earlier terminated in accordance with these Terms. These Terms, and your subscription:
    1. may be terminated immediately at any time by us without notice if:
       1. we consider there is a security, legal or other risk to Paypr or our systems in which circumstance we will refund for any remaining prepaid period of Access Fee subscription (provided the security, legal or other risk was not caused by you or your Users);
       2. you fail to pay the Access Fee when due;
       3. you otherwise 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; or
       4. you become insolvent or go into liquidation or have a receiver or manager appointed of any of your assets or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
    2. may be terminated by you by sending an email to billing@paypr.co.nz or via the cancellation link on our Website.
19. Termination of Xero Subscription: If the subscription to your nominated Xero account terminates, you acknowledge that from the date of such termination you will be unable to submit Expenses from Paypr to Xero. We will not provide any refund for a prepaid Access Fee for any period where Expenses have not been submitted to Xero due to termination of the Xero account. You will continue to be charged the Access Fee until you terminate your Paypr subscription by giving notice in accordance with clause 18 (b).
20. Consequences of Termination: 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. we will not provide any refund for any remaining prepaid period of Access Fee, unless termination was by us pursuant to clause 18(a)(i);
    2. 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;
    3. clauses 7(c) (Reliance upon password), 9 (Service Provision), 14 (Access Conditions), 15 (Indemnity), 16 (Intellectual Property Rights in Paypr), 17 (Use of Data), 20 (Consequences of Termination), 21 (No Warranties), 22 (Limitation of Liability), 23 (Links) and 30 (Law) will survive termination.
21. No warranties: 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 or Expense information. You acknowledge that Paypr is a service intended solely for the purposes of businesses and accordingly the Consumer Guarantees Act 1993 will not apply.
22. Limitation of Liability: Except as expressly provided in these Terms, to the maximum extent permitted by law, we exclude all liability and responsibility to you, your Users or any organisation (or any other person) in contract, tort (including negligence), equity, statute or otherwise, for any loss (including without limitation 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 Website, the App 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 paid by you relating to any remaining prepaid period of Access Fee subscription.  If you are not satisfied with Paypr, to the maximum extent permitted by law, your sole remedy is to terminate your subscription in accordance with clause 18 (b).
23. Links: 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
24. Delays: 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.
25. No Relationship: These Terms will not be deemed to create a partnership, joint venture, agency or employment relationship of any kind between us and you.
26. Notices: 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.  Contract 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.
27. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce these Terms.
28. General: 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.
29. Entire agreement: These Terms, together with our End User Terms  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.
30. Law: 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.
31. Communications: By registering with us you agree to be contacted by us by in accordance with our Privacy Policy which includes sending you commercial electronic messages for the purposes set out in that policy.