DRAFT — NOT IN FORCE. COUNSEL REVIEW REQUIRED BEFORE PUBLICATION.
Version: 0.2-draft · Status: Draft for counsel review · Governing law: New Zealand
This Agreement is between:
It takes effect on the date you complete onboarding and accept these terms (the \"Effective Date\").
1.1 What Offers is. Offers is a marketplace platform through which merchants create, publish and manage promotional offers, and consumers discover and accept those offers through AI-assistant interfaces (the Model Context Protocol, \"MCP\"). An accepted paid offer produces a single-use prepaid voucher redeemable at the Merchant.
1.2 What this Agreement does. It sets out: who sells what to whom (Section 3); how you join and stay eligible (Section 4); how money moves and what we charge (Sections 5–6); the standards your offers must meet (Section 7); your voucher obligations (Section 8); consumer-rights allocation (Section 9); the risk controls you accept (Section 10); the verification rules (Section 11); data, confidentiality and portability (Section 12); wind-down (Section 13); suspension, termination and insolvency (Section 14); liability and indemnities (Sections 15–16); and disputes, changes and general terms (Sections 17–19).
1.3 Order of precedence. If there is a conflict: (a) a written variation signed by both parties; then (b) this Agreement; then (c) the Fee Schedule (Schedule 1); then (d) platform documentation and policies — except that the Fee Schedule prevails over the body of this Agreement as to the amount or rate of any fee, cap, bound or tier it states. Rates quoted in the body of this Agreement are the rates at the pilot's start and are for orientation.
In this Agreement:
3.1 You are the seller and merchant of record. For every Offer and every Voucher, the Merchant is the seller, the supplier, the issuer of the Voucher and the merchant of record. The contract of sale for each Offer is between the Merchant and the Consumer. You are named as the seller on the consent page, the receipt and (through your own Stripe descriptor) the Consumer's card statement. [COUNSEL: confirm checkout/receipt/descriptor wording sufficient to hold merchant supplier status for CGA/FTA and GST, including under NZ marketplace/listed-services deemed-supplier GST rules — and settle who issues the consumer receipt/tax invoice and in whose name (COUNSEL.md Question 1).]
3.2 The Voucher is your obligation. You were paid at sale (clause 5.3). Each Voucher is your obligation to the Consumer, not ours, and it remains your obligation regardless of anything that happens to this Agreement or the platform (see Sections 8, 13 and 14.5).
3.3 We are a marketplace operator and technology provider. The Operator operates the discovery, listing, acceptance, voucher-issuance, redemption-recording and verification technology. The Operator is not: (a) a seller or reseller of any Offer; (b) a party to the contract between you and the Consumer; (c) a holder, custodian or transmitter of Consumer money at any time (clause 5.1); (d) subject to clause 3.4, your agent or the Consumer's agent; and nothing in this Agreement creates a partnership, joint venture, employment or (subject to clause 3.4) agency relationship. We never take title to, and never supply, your goods or services.
3.4 Limited exception. If counsel determines a narrowly-scoped disclosed characterisation is required solely so receipts, tax invoices or GST treatment operate correctly, that characterisation is limited to that purpose and does not expand our role under clause 3.3. [COUNSEL: reconcile with COUNSEL.md Question 1 — this draft takes the \"not agent\" position; confirm or scope any disclosed-agency term.]
3.5 Redemption and fulfilment are yours. Redemption happens between you and the Consumer. We record redemption in the Ledgers (Section 12) but never intermediate fulfilment, delivery, quality or refunds.
3.6 Distribution through AI assistants. Offers are discovered and presented through third-party AI-assistant interfaces over MCP. We control the structured Offer content and the consent page we serve; we do not control how a third-party AI assistant paraphrases or summarises an Offer in conversation. The authoritative terms of every Offer are those presented on the consent page at Acceptance (clause 9.3), and they prevail over any assistant-generated paraphrase. As between the parties: we are responsible for the accuracy of what we serve; you are responsible for the accuracy of the content you supply (clause 7.1). [COUNSEL: FTA misleading-conduct exposure for AI-intermediated presentation of Offers, and whether any consumer-surface statement about assistant paraphrase is needed or effective.]
4.1 Eligibility. You must be in trade, hold all licences and authorisations required to supply what you offer, and provide accurate onboarding information, including your GST registration status and (if registered) your GST number.
4.2 Pre-listing vetting. Before any Offer goes live we vet each Merchant. Vetting includes, at minimum: applicable business licence(s); a domain-verified business email address; a verified physical address; and evidence you can supply the offered inventory or service. Vetting outcomes are \"pending\", \"approved\" or \"rejected\". You may not sell until approved. We may re-vet at any time on reasonable grounds.
4.3 Identity. You authenticate through the platform's connector; the platform resolves your identity to one canonical merchant entity. You must not create or operate duplicate merchant identities.
4.4 No go-live without payments and Card on File. Go-live additionally requires: (a) your Connected Account enabled for charges and payouts (clause 5.2); and (b) a valid Card on File (clause 5.4).
4.5 Ongoing accuracy. You must keep onboarding information current and notify us promptly of any change that could affect vetting — including loss of a licence, an Insolvency Event (see clause 14.7), or a change of control.
5.1 Design principle (no float). The platform never holds Consumer money. Every Paid Offer is settled by a Stripe direct charge into your Connected Account at the moment of sale. No part of the Consumer's payment sits in, or moves through, any Operator balance, and no payout to you is ever conditioned on redemption.
5.2 Your Stripe account. You must either (a) open a new Stripe Standard connected account through our onboarding flow, or (b) OAuth-connect your existing Stripe Standard account. Either way the account is yours: it is governed by your own agreement with Stripe, Stripe performs its own KYC and may impose its own reserves, rejections or requirements, and you deal with Stripe directly on those matters.
5.3 Direct charge at sale. When a Consumer accepts a Paid Offer, a direct charge for the Order Amount is created on your Connected Account. Funds settle to your Stripe balance at sale, less: (a) Stripe's processing fees, which you pay under your Stripe agreement; and (b) our Application Fee (clause 6.2), which Stripe routes to us automatically. Your payout schedule is between you and Stripe; we do not set, gate or pause it.
5.4 Card on File mandate. At onboarding you must provide an off-session payment card and you authorise us to charge that card, without further authorisation at the time of each charge, for: Breakage Fees (clause 6.4), Per-Acceptance Service Charges (clause 6.3) where invoiced, and other amounts properly payable under this Agreement, in each case only after a compliant tax invoice has been issued (clause 6.6). You must keep a valid Card on File at all times while this Agreement is in force or any Voucher is outstanding. This mandate is a condition of trading. [COUNSEL: confirm mandate wording meets card-network off-session/merchant-initiated-transaction requirements.]
5.5 Disputes and chargebacks on your sales. Because charges are made on your Standard account: you pay your own Stripe processing fees and dispute fees; you respond to chargebacks on your sales; and losses on your account are allocated under your Stripe agreement (under the pilot configuration, Stripe — not the Operator — bears uncollectable negative-balance losses). The Operator provides no chargeback backstop and assumes no payment-loss liability for your sales. A chargeback resolved in the Consumer's favour voids the related Voucher (clause 8.7).
5.6 Refunds are merchant-direct. Consumer refunds (Section 9) are issued by you from your Connected Account to the Consumer's original payment method. We never refund Consumers from our own funds and never net a Consumer refund against any fee. Note that card-network refunds to the original card are generally only available within 180 days of the charge; older refunds must be made by you by other lawful means.
5.7 Stripe's own actions. Stripe may impose reserves, restrictions, suspensions or termination on your Connected Account under your own Stripe agreement, independently of us. Those are matters between you and Stripe: we do not control them and are not liable for them. A Stripe restriction does not reduce your obligations under this Agreement (including Section 8); if Stripe disables charges on your account, new Paid Offer sales stop automatically, because we never take payment for you by any other route (clause 5.1).
6.1 The three fee types. Our only charges to you are: (a) the Application Fee on Paid Offers; (b) the Per-Acceptance Service Charge on Code Offers; and (c) the Breakage Fee on Expired-Unredeemed Vouchers. All rates and amounts are in the Fee Schedule. We charge Consumers nothing (clause 11.3).
6.2 Application Fee (commission). On each Paid Offer sale we charge a commission equal to the Commission Rate stated in the Fee Schedule (at the pilot's start, 18% of the Order Amount), collected automatically as a Stripe application fee on the direct charge. [COUNSEL: GST treatment of the commission — inclusive vs additive — and invoicing cadence relative to per-charge collection.]
6.3 Per-Acceptance Service Charge (Code Offers). For each Acceptance of a Code Offer we charge the fixed per-acceptance service charge stated in the Fee Schedule, plus GST. Charges are aggregated and invoiced monthly in arrears and collected against the Card on File.
6.4 Breakage Fee (Expired-Unredeemed Vouchers). For each Expired-Unredeemed Voucher:
(a) What it is. A business-to-business fee we charge you — never the Consumer — for the platform services consumed over the life of a Voucher that was sold, distributed, carried, administered and verified but never redeemed. It is our own taxable supply of services to you.
(b) Amount. The greater of the Minimum Breakage Fee and the Breakage Rate stated in the Fee Schedule (at the pilot's start, 50% of the Order Amount), but the fee (excluding GST) never exceeds the Order Amount, plus GST at the prevailing rate added on top.
(c) How it is billed. Directly to you: we issue a tax invoice at expiry and charge the Card on File. It is never netted from, conditioned on, or connected to any Consumer refund, and it is never collected from Consumer funds (we hold none).
(d) When it cannot accrue. No Breakage Fee accrues: (i) for any Voucher whose paid value does not lawfully forfeit on expiry in the governing jurisdiction (for example, where local law provides that paid value never expires) — in the New Zealand pilot this is determined by the platform's expiry-policy rules (clause 8.3); (ii) for any Voided Voucher (clause 8.7); or (iii) in respect of any Code Offer (clause 8.9).
(e) Proportionality features. The Breakage Fee is a pre-agreed, disclosed B2B charge, and this Agreement builds in the features that keep it proportionate to our legitimate interests: (i) the rate and minimum are fixed in the Fee Schedule before you list, and the applicable fee terms are shown to you at Offer creation; (ii) the fee accrues only on a Voucher that actually expires unredeemed, and only where the paid value lawfully forfeits to you — you keep the entire forfeited Order Amount, out of which the fee is paid; (iii) the base fee is capped at the Order Amount; (iv) it never accrues on a Voided Voucher, so refunding a Consumer always extinguishes it; and (v) you can reduce or avoid it by choosing a longer redemption window (clause 8.3), by extending any individual Voucher's Expiry Date at no charge (clause 8.8), or by prompting redemption. [COUNSEL: FTA small-trade unfair-contract-terms review of the 50% rate, the Minimum Breakage Fee floor and this clause — COUNSEL.md Question 3; confirm whether the small-trade UCT threshold captures pilot merchants.]
6.5 No other charges. No listing fees, no placement fees, no ranking fees, no verification fees (see clause 11.2), no monthly account fee, and no on-charging of our own payment-collection costs. [COUNSEL: confirm the platform's payment-processing cost of collecting the Breakage Fee stays a platform cost and is not on-charged — flagged as open in the fee model.]
6.6 Invoices, dunning and arrears.
(a) Every charge under clauses 6.3 and 6.4 is preceded by a GST-compliant tax invoice.
(b) If a Card on File charge fails, we will retry on a reasonable dunning schedule and notify you at each attempt.
(c) Amounts remaining unpaid after the dunning schedule are arrears. While you are in arrears we may freeze your account (clause 10.3): no new Offers and no new sales until settled. Outstanding Vouchers remain redeemable during a freeze and you must continue to honour them. We do not charge interest on arrears; the freeze is the remedy.
6.7 Fee disputes. You may dispute any invoiced fee line in good faith within 30 days of the invoice by written notice describing the grounds. We will review and respond within 15 business days. Dunning is paused for a genuinely disputed line while under review, and a line under review does not count as arrears for the purposes of clause 10.3(a); you must still pay undisputed amounts. A dispute resolved against you is payable within 10 business days of the outcome. Nothing in this clause limits clause 10.3(b) or 10.3(c) (fraud/risk freeze).
7.1 Honesty baseline. Every Offer must be accurate, complete in its material terms, and not misleading. In particular you must ensure:
(a) Genuine reference prices. Any \"was/now\", strike-through or reference price is a price at which you genuinely sold (or offered in good faith) the same good or service in reasonable proximity to the Offer;
(b) Genuine discounts. Any discount claimed is real — the offered price is genuinely below your usual selling price;
(c) Accurate descriptions. The named good or service, quantity, restrictions, redemption conditions and Expiry Date are stated accurately and prominently;
(d) Capacity to supply. You can honour every Voucher you could sell under your exposure cap (clause 10.2) within the redemption window.
7.2 No misleading conduct. You must not engage in conduct in connection with an Offer that is misleading or deceptive or likely to mislead or deceive, and you must comply with the FTA, the CGA and all other applicable law. This obligation is yours as seller; our own conduct obligations are ours (clause 15.5).
7.3 Prohibited categories. You must not list Offers for: goods or services you are not licensed to supply; alcohol, tobacco or vaping products except as expressly permitted by us in writing and by law; therapeutic, medicinal or health-claim products beyond what law permits; firearms and weapons; financial products or credit; gambling; adult content; anything unlawful to sell or advertise in New Zealand; and any category we designate as prohibited in the platform documentation. [COUNSEL: settle the NZ prohibited/restricted list.]
7.4 Compliance attestation at creation. At Offer creation you must declare (the \"Attestation\"): the Offer's governing jurisdiction; its Offer Class; and — for any Offer with an expiry shorter than 3 years — the lawful basis for that expiry, being that the Offer is for a named, specific good or service at a genuine discount (not general stored value). The platform records who attested and when. The platform's validator will block facially unlawful configurations, but the validator is a guardrail, not advice, and does not diminish your Attestation.
7.5 Attestation warranty and indemnity. You warrant that every Attestation is true, and you indemnify the Operator under clause 16.1 for any loss arising from an Attestation that was not.
7.6 Marketing the Offer. You may promote your own Offers off-platform provided your promotion is accurate and consistent with the listed terms. You must not misrepresent the platform's role or the Verified Mark (Section 11), and must not state or imply that the platform endorses your goods or services.
7.7 Your content; licence to us. You grant the Operator a non-exclusive, royalty-free, worldwide licence — for the term of this Agreement and any run-off period (clause 14.5) — to host, reproduce, display, communicate and transmit your Offer content, business name, trade marks and branding: (a) on the platform and consent pages; (b) through MCP and AI-assistant interfaces; and (c) in the Ledgers and our records; in each case solely to operate the platform and perform this Agreement. You warrant that you own or are licensed to grant these rights and that your content does not infringe any third party's rights.
7.8 Insurance. You must hold and maintain insurance appropriate to what you supply — including public liability insurance where your goods or services could cause personal injury or property damage — at levels a prudent supplier of those goods or services would carry, for as long as any Voucher is outstanding. [COUNSEL: whether to mandate minimum cover levels or require certificates of currency at vetting (clause 4.2), generally or per category.]
8.1 Issuance. On each Paid Offer sale the platform issues one single-use Voucher to the Consumer, with an Expiry Date equal to the issue date plus the Offer's expiry period.
8.2 Duty to honour. You must honour every Voucher presented before its Expiry Date, once, in full, for the named good or service, without further payment beyond any amount expressly disclosed in the Offer. You must not impose conditions at redemption that were not in the Offer.
8.3 Expiry — your choice, floored by law. You choose each Offer's redemption window, subject to all of:
(a) Platform bounds: no shorter than 30 days and no longer than 1,095 days (3 years); the platform default is 90 days;
(b) Lawful floors: your choice is validated against the minimum lawful expiry for the Offer's (jurisdiction, Offer Class). For the New Zealand pilot: a plain voucher (general stored value) may not expire earlier than 3 years after issue (FTA Part 4A subpart 3A); a discounted specific Offer may carry a shorter window only on the basis you attested under clause 7.4 [COUNSEL: confirm the re-characterisation basis — service contract performed within the window / sale of identified goods — and the required consumer disclosures on the consent page];
(c) No unlawful forfeiture: where the law of the governing jurisdiction does not permit paid value to forfeit, the platform will not apply a value-forfeiting expiry and no Breakage Fee accrues (clause 6.4(d)).
The floors are maintained in the platform's expiry-policy rules as counsel-editable data; where a floor changes in law, new Offers are validated against the updated floor. Changes never shorten the life of an already-issued Voucher.
8.4 Single-use redemption. Redemption is recorded by the platform as an atomic, single-use event in the redemptions ledger. You must record every redemption through the platform redemption flow and must not redeem, cancel or reissue Vouchers outside it. A freeze under clause 10.3 never blocks the recording of a redemption.
8.5 Account stays open while Vouchers are outstanding. You must keep your merchant account and your Connected Account open, and this Agreement's voucher provisions in force, for as long as any Voucher is outstanding — so that redemptions can be honoured and fees settled. Giving notice of termination under Section 14 does not breach this clause: it moves your account into run-off under clause 14.5, and final closure occurs only when no Vouchers are outstanding and amounts due are settled.
8.6 Merchant breach of a Voucher. If you fail or refuse to honour a valid Voucher:
(a) you must promptly remedy it — honour the Voucher or fully refund the Consumer from your Connected Account (clause 5.6), which voids the Voucher (clause 8.7);
(b) we may freeze your account (clause 10.3), delist your Offers, and notify affected Consumers of their rights against you;
(c) the Consumer's remedies against you under contract, the CGA and the FTA are unaffected; and
(d) you indemnify us under clause 16.1 for loss we suffer from your failure.
8.7 Voided Vouchers. A Voucher becomes a Voided Voucher on full refund of the underlying charge, on a chargeback resolved in the Consumer's favour, or on agreed cancellation with a full refund. Voiding must be recorded through the platform flow. A Voided Voucher: (a) ceases to be redeemable and ceases to count toward your exposure cap (clause 10.2); (b) never becomes an Expired-Unredeemed Voucher; and (c) accrues no Breakage Fee — refunding a Consumer never costs you a platform fee.
8.8 Extension, never contraction. You may at any time before expiry extend an individual Voucher's Expiry Date, or lengthen an Offer's window for future Vouchers, at no platform charge. You may never shorten the Expiry Date of an issued Voucher. The Breakage Fee is assessed only at the actual (extended) Expiry Date.
8.9 Code Offers. A Code Offer produces no Voucher and involves no prepayment through the platform, and no Breakage Fee can arise from it. You must honour every validly issued redemption code on the terms stated in the Offer until the code's stated expiry. Sections 7, 9 and 10 apply to Code Offers in full.
9.1 Statutory rights sit with you. As seller and supplier, you owe Consumers the statutory guarantees under the CGA and the obligations of the FTA (and any other applicable consumer law). Nothing in this Agreement, in any Offer, or on the platform excludes, restricts or modifies any Consumer's statutory rights, and you must not attempt to.
9.2 Refunds and returns are merchant-direct. All Consumer remedies — refund, replacement, repair, re-performance — are provided by you, directly, at your cost, from your own funds via your Connected Account. The platform does not adjudicate consumer disputes, does not hold funds to satisfy them, and its fees are not a source of Consumer redress.
9.3 Anonymous discovery; assent at Acceptance. Consumers may browse Offers anonymously through MCP without an account. The Consumer's binding assent to purchase — and their sight of the seller's identity (you), the Offer terms, the Expiry Date and the required consumer disclosures — happens at the Acceptance step via the consent page. You are responsible for the accuracy of every merchant-supplied statement rendered there; we are responsible for rendering your supplied content faithfully (see clause 16.2(c)).
9.4 Cooperation. Each party will promptly pass to the other any Consumer complaint it receives that concerns the other's responsibilities, and will not make admissions on the other's behalf.
10.1 Why. Because Consumers prepay you and the platform holds no funds, the platform's protections are preventive. You accept the controls in this Section as conditions of trading.
10.2 Redemption-based exposure cap. Your total outstanding unredeemed face value is capped. The starter cap is NZ$1,000 (Fee Schedule). The cap rises only with proven delivery — the number of Vouchers actually redeemed — on the tier schedule in the Fee Schedule (indicatively: 5 redemptions to reach tier 2, 25 for tier 3, and so on), and never on sales volume alone. A sale that would exceed your current cap is declined automatically. We may lower a cap for cause on notice with reasons.
10.3 Freeze. We may freeze your account (no new Offers, no new sales) where:
(a) you are in arrears under clause 6.6(c) (subject to clause 6.7 — a genuinely disputed line under review does not count);
(b) we form a reasonable, evidence-based suspicion of fraud, of Vouchers being sold without intent or capacity to honour them, or of a breach materially endangering Consumers; or
(c) your chargeback, dispute or refund rate on platform sales is materially abnormal on the evidence available to us, indicating elevated Consumer harm.
A freeze does not suspend your duty to honour Outstanding Vouchers, and never blocks the recording of redemptions or voidings. We will notify you of a freeze and its reason promptly, and lift it promptly once the cause is resolved.
10.4 Takedown and moderation. We may decline, suspend or remove any Offer that we reasonably consider breaches Section 7, is unlawful, or is the subject of a credible complaint or regulator contact. Where practicable we will give you notice and reasons before or at the time of removal. Removal of an Offer never affects an already-issued Voucher: it must still be honoured (Section 8).
10.5 Appeal. You may appeal any freeze, cap reduction or takedown within 10 business days by written notice. We will have the appeal reviewed by someone not involved in the original decision and respond with reasons within 10 business days. The remedy for a wrongful action under this Section is reinstatement and (where clause 15 applies) the limited liability there provided.
10.6 Not editorial control of your business. Nothing in this Section makes us the seller, gives us control over your pricing or fulfilment, or transfers any of your obligations to us.
11.1 What verification is. The Verification Service independently measures how AI systems represent merchants and offers, and the platform surfaces the results (including the Verified Mark where earned). Verification reflects measurement outcomes only.
11.2 Neutrality — absolute. Measurement outcomes are never for sale. You cannot buy, and we will never sell: verification status, measurement results, ranking, placement, prominence, or inclusion. There are no placement fees, no pay-to-rank, and no \"sponsored\" verification. No fee you pay under Section 6, and no commercial relationship with us, influences any measurement outcome — in your favour or against you. Any attempt by you to procure or influence a measurement outcome by payment or inducement is a material breach.
11.3 The consumer surface is permanently unmonetized. Consumers are never charged by the platform, and no consumer-facing surface carries paid placement.
11.4 Use of the Verified Mark. While an entity or offer holds verified status, you may display the Verified Mark for it, in the form and manner set out in the platform's mark guidelines, and only truthfully. The licence is non-exclusive, non-transferable and revocable. You must stop using the Mark for anything that loses verified status. Loss of verified status due to measurement outcomes is not a breach of this Agreement by us and is not compensable.
11.5 No warranty by verification. Verification is a measurement of AI representation, not an endorsement of your goods or services, and does not transfer any seller obligation to us.
12.1 What we hold. We maintain the Ledgers: Offer records (including Attestations), order records, the voucher ledger (issuance, status, Expiry Dates, voidings), the redemptions ledger, and the fee ledgers (including Breakage Fee records). Ledgers are maintained append-only where practicable.
12.2 Your access. You may access your own Ledgers self-service at all times while this Agreement is in force — including during run-off (clause 14.5) — for reconciliation, tax and audit.
12.3 Portability on exit. On termination or expiry of this Agreement for any reason, or on platform wind-down (Section 13), we will provide you — without charge, in a documented machine-readable format — a complete export of your voucher ledger and redemptions ledger, together with your Offer and fee records, sufficient for you to honour Outstanding Vouchers directly (including maintaining single-use control) and to meet your record-keeping obligations.
12.4 Consumer personal information. The consumer surface is designed for anonymous discovery; the platform collects Consumer personal information only where the flow requires it (for example, contact or delivery details captured at Acceptance for Voucher delivery). We disclose Consumer personal information to you only to the extent needed to issue, deliver, honour and support Vouchers and codes and to meet legal obligations. You must: (a) use it only for those purposes and for complying with law; (b) not use it for marketing or profiling unless the Consumer has separately and lawfully consented to that use by you; (c) protect it and comply with the Privacy Act 2020; and (d) notify us promptly of any notifiable privacy breach involving it. Each party is an agency in its own right for the personal information it holds. [COUNSEL: confirm agency roles, whether controller/processor-style data terms are needed for voucher delivery and redemption support, and the consent-page privacy statements.]
12.5 Tax. Each party is responsible for its own tax records and filings. You are the supplier for GST on your sales to Consumers; we are the supplier for GST on our fees to you. You must keep your GST registration details (clause 4.1) current. [COUNSEL: (i) confirm supplier status per clause 3.1; (ii) the Merchant's GST time-of-supply position on voucher issue vs redemption under the GST Act's token/stamp/voucher rules; (iii) any GST consequence for the Merchant of forfeited (expired-unredeemed) voucher value; (iv) treatment where a pilot merchant is not GST-registered.]
12.6 Confidentiality. Each party must keep the other's non-public business information obtained under this Agreement (including your Ledger data and our fee, risk and vetting settings) confidential, use it only to perform this Agreement, and disclose it only to personnel and professional advisers who need it or where law or a regulator requires. This clause does not restrict your use of your own Ledger data and exports.
13.1 Design commitment. Because every Voucher is your obligation and you were paid at sale, Consumers do not depend on the platform's continued existence. If the Operator decides to wind down the platform (in whole or for the pilot):
(a) Notice. We will give you at least 60 days' written notice [COUNSEL: confirm period];
(b) No new sales; existing Offers are closed to new Acceptances on a stated date;
(c) Ledger handover. We will deliver the clause 12.3 export to you before shutdown;
(d) Vouchers survive. Every Outstanding Voucher remains valid and must be honoured by you, merchant-direct, until its Expiry Date, exactly as if the platform still operated. We will tell affected Consumers how to redeem directly with you. After shutdown you must maintain your own redemption record — including single-use control — using the exported ledger;
(e) Fees. Application Fees already collected are unaffected, and fees accrued before shutdown remain payable. No Breakage Fee accrues on a Voucher whose Expiry Date falls after the platform ceases operating — the platform services the fee reflects are no longer being supplied — unless the wind-down notice specifies a transition period during which the platform continues to administer Vouchers and bill accordingly. [COUNSEL: confirm this default and any transition billing.];
(f) Survival. Sections 8 (voucher obligations), 9, 12.3, 12.4, 12.6, 15, 16 and 17 survive wind-down.
14.1 Term. This Agreement runs from the Effective Date until terminated under this Section (the pilot has no fixed end date unless stated in the onboarding record).
14.2 Termination for convenience. Either party may terminate on 30 days' written notice, subject always to clause 14.5.
14.3 Termination for cause by us. We may terminate immediately on written notice if you: materially breach this Agreement and fail to remedy within 10 business days of notice (or the breach is not remediable); make a false Attestation; commit fraud; lose a licence necessary to supply; suffer an Insolvency Event; or breach clause 11.2.
14.4 Termination for cause by you. You may terminate immediately on written notice if we materially breach this Agreement (including clause 11.2 in your favour — e.g., selling placement against you) and fail to remedy within 10 business days of notice.
14.5 Voucher run-off — the overriding rule. No termination (by either party, for any reason) relieves you of your Voucher obligations. On any termination:
(a) your ability to create Offers and make new sales ends;
(b) your account remains open in run-off mode while any Voucher is outstanding: redemptions and voidings can be recorded, Consumers can redeem, your Ledger access continues (clause 12.2), and fees already accrued can be settled;
(c) Breakage Fees continue to accrue and be collected on Vouchers that expire unredeemed during run-off — the platform is still carrying and administering them — unless we notify you that they are waived;
(d) full termination (account closure) takes effect only when no Vouchers are outstanding and all amounts due have been paid; and
(e) the clause 12.3 export is available to you throughout and at closure.
14.6 Survival. Sections 3, 6 (for accrued amounts), 8, 9, 11.4 (cessation of use), 12.3, 12.4, 12.6, 13, 14.5, 14.7, 15, 16, 17 and 19 survive termination.
14.7 Merchant insolvency. If you suffer an Insolvency Event:
(a) you — and any administrator, liquidator, receiver or other insolvency practitioner appointed over you — must notify us immediately (clause 4.5);
(b) we may immediately freeze new Offers and new sales (clause 10.3) and delist your Offers;
(c) every Outstanding Voucher remains your obligation (or a claim against your estate). Because the platform never holds Consumer money (clause 5.1), the Operator has no obligation and no ability to fund redemptions or refunds on your behalf, and nothing in this Agreement makes it a guarantor of your Vouchers;
(d) we may notify affected Consumers of the position and of their rights against you;
(e) you must ensure any insolvency practitioner is informed of the Outstanding Vouchers and given access to the clause 12.3 export; and
(f) fees accrued under Section 6 before the Insolvency Event remain payable debts.
[COUNSEL: interaction with NZ insolvency law — ranking of Consumer voucher-holders as unsecured creditors; any voidable-transaction exposure on Breakage Fees or Card on File collections made in the run-up to insolvency; whether clause (b) needs adjustment for any statutory moratorium.]
15.1 What we do not exclude. Nothing in this Agreement excludes or limits liability for fraud or wilful misconduct, or any liability that cannot lawfully be excluded or limited, and nothing limits any Consumer's rights (clause 9.1).
15.2 Our cap. Subject to clause 15.1, the Operator's total aggregate liability to you arising out of or in connection with this Agreement, however arising, is capped at the greater of (a) the total platform fees (Section 6) you paid to us in the 12 months before the event giving rise to liability and (b) NZ$[●] [COUNSEL: confirm cap structure and set the floor; decide whether clause 16.2 indemnities sit inside or outside the cap].
15.3 Excluded loss. Subject to clause 15.1, neither party is liable to the other for loss of profits, loss of revenue, loss of goodwill, or indirect or consequential loss. This clause does not limit: (a) your obligation to pay fees; (b) either party's indemnities under Section 16; or (c) your liability to Consumers.
15.4 Your liability to Consumers is not ours. You bear all liability to Consumers as seller — including for the quality and safety of your goods and services and any personal injury or property damage they cause. We are not liable for your goods, services, fulfilment, refunds or Vouchers.
15.5 Our own conduct. We remain responsible for our own conduct in operating the platform — including how we present Offers and the Verification Service — and this clause does not exclude our liability for our own misleading or deceptive conduct where such liability cannot be excluded.
15.6 In-trade contracting out. The parties are in trade, agree that the CGA does not apply as between them, and agree to contract out of sections 9, 12A and 13 of the FTA as between them to the maximum extent permitted, and agree it is fair and reasonable to do so having regard to their respective bargaining positions and the subject matter. This clause does not affect any Consumer. [COUNSEL: validity/fairness of this clause for small-trade merchants, including the s 5D fair-and-reasonable factors.]
16.1 By you. You indemnify the Operator, its officers and personnel against loss, damage, cost (including reasonable legal costs) and regulatory penalty arising out of: (a) your Offers, goods, services or fulfilment (including personal injury or property damage caused by them); (b) any Consumer claim relating to your Offers, Vouchers or codes; (c) a false or inaccurate Attestation, or an unlawful expiry or non-genuine discount notwithstanding an Attestation; (d) your breach of law (including the FTA, CGA, the Privacy Act 2020, and GST obligations on your supplies); (e) your infringement of third-party rights (including IP in your Offer content, contrary to clause 7.7); and (f) your breach of this Agreement — except to the extent the loss is caused by the Operator's own breach, negligence or misleading conduct.
16.2 By us. The Operator indemnifies you against loss, damage and cost (including reasonable legal costs) arising out of: (a) a third-party claim that the platform technology, as provided by us and used as permitted, infringes that third party's intellectual-property rights; (b) our breach of clause 12.6 in respect of your confidential Ledger data; and (c) regulatory penalty imposed on you caused solely by the Operator's own misleading presentation of your Offer contrary to the content you supplied — except in each case to the extent caused by your breach, your content, or your unauthorised use.
16.3 Conduct of claims. The indemnified party must notify promptly, allow the indemnifying party to conduct the defence (not settling without consent, not unreasonably withheld), and mitigate.
17.1 Negotiation first. A party with a dispute must give written notice describing it. Senior representatives of each party must meet (in person or remotely) within 10 business days and attempt in good faith to resolve it.
17.2 Mediation. If unresolved after 20 business days from the dispute notice, either party may refer the dispute to mediation in New Zealand administered by the Resolution Institute (or another mediator agreed in writing), costs shared equally.
17.3 Courts. If unresolved 20 business days after mediation concludes (or a party refuses to mediate), either party may bring proceedings in the courts of New Zealand, which have exclusive jurisdiction. [COUNSEL: consider arbitration under the Arbitration Act 1996 instead of courts for the escalation tier, including confidentiality and cost trade-offs for small merchants.]
17.4 Carve-outs. Nothing prevents either party seeking urgent injunctive relief, and nothing in this Section applies to a Consumer's claim or restricts any complaint to a regulator.
18.1 How we amend. We may amend this Agreement or the Fee Schedule by written notice to you, and only for legitimate business, legal, security or risk reasons. Changes to fees, the risk controls (Section 10), or your material obligations take effect no earlier than 30 days after notice; other changes no earlier than 10 business days. Continued creation of Offers or sales after the effective date is acceptance. If you do not accept a change, you may terminate under clause 14.2 before it takes effect (run-off under clause 14.5 continues on the pre-change terms for already-issued Vouchers). [COUNSEL: UCT review of this clause for small-trade merchants — unilateral-variation terms are a primary UCT target; confirm the notice periods and termination-out are sufficient.]
18.2 No retroactive changes. No amendment changes the terms applicable to an already-issued Voucher, an already-accrued fee, or an already-made sale. A change to a fee rate applies only to Offers created (and, for the Breakage Fee, Vouchers issued) after the change takes effect.
18.3 Notices. Notices must be in writing to the email addresses in the onboarding record (or as updated by notice). Notices from either party are deemed received on the business day sent (if sent before 5pm NZT) or the next business day. Platform-surface messages alone are not notice of amendments under clause 18.1.
19.1 Governing law. This Agreement is governed by New Zealand law.
19.2 Entire agreement. This Agreement (with its Schedules and the onboarding record) is the entire agreement between the parties on its subject matter, without excluding liability for fraudulent misrepresentation.
19.3 Assignment. You may not assign without our written consent (not unreasonably withheld). We may assign to an affiliate or an acquirer of the platform business, provided the assignee assumes our obligations (including Sections 12.3 and 13).
19.4 Severance. An unenforceable provision is severed or read down to the minimum extent necessary; the rest stays in force.
19.5 No waiver. A failure to enforce is not a waiver.
19.6 Relationship. Clause 3.3 (independent parties; no agency, partnership or employment, subject to clause 3.4) applies to the whole Agreement.
19.7 Counterparts / electronic acceptance. This Agreement may be accepted electronically through the onboarding flow; that acceptance binds the Merchant.
19.8 Force majeure. Neither party is liable to the other for delay or failure caused by an event beyond its reasonable control, provided it notifies the other and resumes performance as soon as reasonably possible. Force majeure never: (a) excuses payment of fees already accrued (once payment is again possible); (b) affects any Consumer's statutory rights; or (c) is invoked by you against a Consumer through this Agreement — your Voucher obligations to Consumers are governed by your contract with them and by consumer law, not by this clause.
| Item | Amount | Notes |
|---|---|---|
| Commission Rate (Application Fee, Paid Offers) | 18% of the Order Amount | Collected as a Stripe application fee at sale. [COUNSEL: GST treatment — inclusive vs additive.] |
| Per-Acceptance Service Charge (Code Offers) | NZ$[●] per Acceptance + GST | Invoiced monthly in arrears; Card on File. |
| Breakage Rate | 50% of the Order Amount (5,000 bps) | Plus GST at the prevailing rate; base fee (ex-GST) capped at the Order Amount. Never accrues on a Voided Voucher, a Code Offer, or where paid value cannot lawfully forfeit; no accrual on Vouchers expiring after platform shutdown (clause 13.1(e)). |
| Minimum Breakage Fee | NZ$[●] | Floor per Expired-Unredeemed Voucher; base fee (ex-GST) capped at the Order Amount. [COUNSEL: UCT review with the 50% rate.] |
| Starter exposure cap | NZ$1,000 outstanding unredeemed face value | Rises with redemption tiers: ≥5 redemptions → 2×, ≥25 → 3×, each further tier requiring 5× the prior tier's redemptions. Voided Vouchers do not count toward outstanding value. |
| Expiry bounds | 30–1,095 days (platform); default 90 days | Subject always to lawful floors (clause 8.3); NZ plain-voucher floor = 3 years. Merchants may extend (never shorten) issued Vouchers at no charge (clause 8.8). |
| Consumer charges | None. Permanently. | Clause 11.3. |
DRAFT — NOT IN FORCE. COUNSEL REVIEW REQUIRED BEFORE PUBLICATION.