QBPay User Terms and Conditions (New Zealand)

QBPay (“we”, “us” or “our”) provides payment and foreign exchange services through its digital platform and mobile application (Services).

These User Terms and Conditions (Terms) govern your use of the Services. In these Terms, “you” and “your” means the individual or entity accessing and using the Services.

The Services include enabling you to hold funds, send and receive domestic and international payments, facilitate third party payouts, exchange foreign currencies, and access payment functionality through virtual accounts and other digital payment features.

1. Acceptance of Terms

1.1 By using any of the Services or registering for an account through our website or mobile application, you acknowledge that you have read, understood, and agree to be bound by these Terms.

1.2 If you register for an account on behalf of an organisation, you confirm that you are authorised to act on its behalf and to bind that organisation to these Terms. In this case, “you” includes both you and the organisation.

1.3 If you do not agree to these Terms, you must not use the Services or register for an account.

1.4 We may update these Terms from time to time at our discretion. The latest version will always be available on our website. Your continued use of the Services constitutes acceptance of any updated Terms. Changes will take effect 3 days after being published, unless otherwise stated. If you do not agree to any changes, you should close your account.

1.5 Certain Services may be subject to additional terms and conditions. Where applicable, those terms are incorporated into these Terms by reference.

2. Definitions and Interpretation

2.1 Definitions

In these Terms, unless the context requires otherwise:

Account means your QBPay account that allows you to access and use the Services.

App means the QBPay mobile application used to access your Account and the Services.

Digital Platform means the QBPay website and associated systems used to provide the Services.

Fiat Currency means any government-issued currency (such as NZD, AUD, USD) supported by QBPay.

Funds means any money held in your Account in a supported Fiat Currency.

Merchant means a business or entity that uses QBPay to receive payments.

NZD means New Zealand Dollars.

Transaction means any payment, transfer, currency exchange, or other movement of Funds processed through the Services.

User means any individual or entity that holds an Account with QBPay.

Website means https://qbpay.io/.

2.2 Interpretation

In these Terms, unless the context otherwise requires:

2.2.1 Headings are for convenience only and do not affect interpretation.

2.2.2 Words in the singular include the plural and vice versa.

2.2.3 References to:

(a) a person include individuals and entities;

(b) “including” mean “including without limitation”;

(c) legislation include any amendment, consolidation, or replacement of that legislation, including New Zealand legislation such as the Financial Markets Conduct Act 2013, Anti-Money Laundering and Countering Financing of Terrorism Act 2009, and Goods and Services Tax Act 1985.

2.2.4 Any calculations or conversions (including foreign exchange) will be performed in accordance with our systems and may be subject to rounding.

3. General Obligations

3.1 By using the Services, you:

3.1.1 confirm that you understand the nature of payment and foreign exchange services and are responsible for assessing whether the Services are appropriate for your needs;

3.1.2 acknowledge and accept any risks associated with payments, including delays, errors, or foreign exchange fluctuations;

3.1.3 acknowledge that we do not provide financial, investment, or tax advice, and have not recommended that you use the Services;

3.1.4 authorise us to make any enquiries we consider necessary to verify your identity, conduct fraud checks, and comply with applicable laws and regulations (including the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and other applicable New Zealand laws); and

3.1.5 agree to provide any information we reasonably request to allow us to meet our legal and regulatory obligations as soon as practicable.

3.2 You confirm and agree that:

3.2.1 you must not use your Account, or any Funds held in your Account, as security for any purpose unless expressly permitted by us;

3.2.2 you are solely responsible for maintaining control over and access to your Account;

3.2.3 balances held in your Account are not bank deposits and are not guaranteed or insured by us or any third party, except as required by New Zealand law.

3.3 You should consider seeking independent financial or other professional advice before using the Services if you are unsure whether they are suitable for your circumstances.

4. Accounts

4.1 You may only use the Services if you are at least 18 years of age. You must use the Services in accordance with these Terms.

4.2 To open an Account, you must follow the registration process on our website or mobile application. We may require you to verify your identity and provide supporting documentation in accordance with applicable New Zealand laws. We may decline any application at our discretion.

4.3 You agree to provide all information we reasonably request to comply with our legal obligations and authorise us to conduct identity verification, fraud checks, and other compliance-related enquiries.

4.4 You are responsible for all activity on your Account, whether authorised by you or not. You must ensure your login details are secure and kept confidential, and you must not share them with any other person.

4.5 You must notify us immediately if you become aware of any unauthorised access to your Account, security breach, or any issue that may compromise the integrity of the Services.

4.6 If you are unable to access your Account, including due to a lost or compromised password, you must contact our support team. We will only reset access where we are satisfied of your identity. If we cannot verify your identity, you may not regain access to your Account.

4.7 We may suspend or close your Account where:

(a) you breach these Terms;

(b) we are required to do so by law; or

(c) we reasonably consider it necessary to protect the security or integrity of the Services.

4.8 You must ensure that all information you provide is accurate, current, and complete, and that it relates only to you or your organisation. You must promptly update us if your information changes.

4.9 If you use the Services as a business or to receive payments, additional terms may apply.

5. Transactions

5.1 You may use the Services to send and receive payments, including domestic and international transfers, and to make payments to Merchants or other Users through your Account. All Transactions must be initiated through the QBPay platform or mobile application.

5.2 Where a Transaction involves foreign exchange, you will be shown the applicable exchange rate and any fees before confirming the Transaction. By proceeding, you agree to the quoted rate and fees.

5.3 All Transactions must meet any minimum amount requirements and be sufficient to cover applicable fees. Transactions that do not meet these requirements will not be processed.

5.4 When initiating a Transaction, you must ensure that:

5.4.1 all payment details (including recipient information and amount) are accurate; and

5.4.2 you are satisfied with the details of the Transaction, including any applicable fees and exchange rates.

5.5 Where a Transaction is correctly initiated, you authorise us to:

(a) debit the relevant amount (including any applicable fees) from your Account; and

(b) process the payment to the nominated recipient.

5.6 When receiving a Transaction, you are responsible for ensuring that the sender uses correct account details and payment information.

5.7 Transactions are deemed authorised where they are completed using your Account credentials and in accordance with the platform functionality, even if initiated by an unauthorised third party.

5.8 We are not responsible for any Transaction sent to an incorrect account due to incorrect information provided by you or the sender. You must resolve such issues directly with the relevant party.

5.9 If you have insufficient Funds to complete a Transaction, or if a Transaction cannot be processed for any reason (including to comply with applicable New Zealand laws), you will be notified. You may need to use an alternative payment method if the Transaction is not completed.

5.10 We provide payment processing and foreign exchange services only. We are not responsible for the underlying goods or services related to any Transaction. Any disputes must be resolved directly with the Merchant or other User.

5.11 You must not use your Account to process Transactions on behalf of another person or allow another person to use your Account.

5.12 You represent and warrant that for each Transaction:

5.12.1 all information provided is true and correct;

5.12.2 you are authorised to make the Transaction; and

5.12.3 the Transaction complies with all applicable laws and regulations, including New Zealand law.

6. Refunds

6.1 Any request for a refund must be made directly to the Merchant or recipient of the original Transaction. We are not responsible for issuing refunds.

6.2 Where a Merchant agrees to a refund, the refund may be processed through the Services or via an alternative method determined by the Merchant.

6.3 You are responsible for ensuring that correct Account details are provided to receive any refund.

6.4 Where a refund involves foreign exchange, the exchange rate applied to the refund may differ from the original Transaction, and you acknowledge that the refunded amount may vary due to exchange rate movements and fees.

6.5 We do not guarantee that refunds can be processed through the platform and are not responsible where a Merchant elects to process a refund outside of the Services, subject to any rights you may have under applicable New Zealand consumer laws.

7. Fees

7.1 You agree to pay all fees associated with your use of the Services, including transaction fees, foreign exchange margins, and any other applicable charges as disclosed to you.

7.2 Fees may be deducted from the amount of a Transaction or charged separately from your Account.

7.3 We may update our fees from time to time. Any changes will be made available on our website or within the platform and will take effect in accordance with clause 1.4.

8. Processing and Execution

8.1 We will use reasonable efforts to process Transactions promptly; however, we do not guarantee processing times. Delays may occur due to factors outside our control, including banking systems, payment networks, or regulatory requirements.

8.2 Once a Transaction has been submitted, it may not be reversible. You should ensure all details are correct before confirming a Transaction.

8.3 We may delay, block, or refuse to process any Transaction where we reasonably believe it is necessary to comply with applicable laws and regulations (including New Zealand law) or to prevent fraud or financial crime.

9. Fees

9.1 By registering for an Account, you agree to pay all applicable fees as set out on our website or within the platform (Fees). These may include transaction fees, foreign exchange margins, and any third party fees we incur in providing the Services. Fees are exclusive of any applicable taxes, including GST.

9.2 We may change our Fees from time to time. Any changes will be communicated by updating the Fees on our website or platform. Changes will take effect one month after being published, unless a longer period is specified. If you do not agree to the updated Fees, you may close your Account.

9.3 We may deduct Fees directly from your Account at the time a Transaction is processed, or charge them separately as disclosed to you.

9.4 You must pay any applicable taxes, duties, or levies (including GST under the Goods and Services Tax Act 1985) associated with your use of the Services, other than taxes on our net income.

9.5 We reserve the right to recover any reasonable costs incurred in collecting overdue amounts or enforcing these Terms.

9.6 If there are insufficient Funds in your Account to cover any Fees or other amounts payable, we may:

(a) deduct the amount from any available balance in your Account; or

(b) invoice you for the outstanding amount, which must be paid promptly to the account we nominate.

10. Disclaimers

10.1 You agree that your use of the Services is based on your own judgment and not on any representation or advice provided by us.

10.2 You acknowledge and agree that:

10.2.1 the Services are provided to facilitate payments and foreign exchange only, and we do not guarantee the availability of any Merchant or recipient;

10.2.2 we do not guarantee that any person or business will accept payments via the Services at any time;

10.2.3 foreign exchange rates may fluctuate and may change between the time a rate is displayed and when a Transaction is completed;

10.2.4 delays may occur in processing Transactions due to factors outside our control, including banking systems, payment networks, or regulatory requirements;

10.2.5 Transactions may be irreversible once processed, and losses arising from incorrect or fraudulent Transactions may not be recoverable;

10.2.6 there are risks associated with electronic payments, including fraud, system outages, cyber incidents, and unauthorised access;

10.2.7 we are not liable for any loss arising from your use of the Services, including losses resulting from delays, exchange rate movements, or errors in Transaction details provided by you.

10.3 The information provided on our website or within the platform is for general information only and does not constitute financial, legal, or tax advice.

10.4 We do not warrant that the information provided through the Services is accurate, complete, or up to date. Any reliance you place on such information is at your own risk.

10.5 To the maximum extent permitted by New Zealand law, we disclaim all liability arising from your use of, or reliance on, the Services or any information provided through them.

10.6 We reserve the right to correct any errors, including pricing or transaction-related errors, at any time, with such corrections taking effect immediately.

11. Prohibited Use

11.1 It is prohibited to use the QBPay platform and the Services for any of the following purposes or uses (each a Prohibited Use):

11.1.1 to conduct or engage in any illegal activity, or to hide or disguise the proceeds of any illegal activity;

11.1.2 to infringe our intellectual property, or the intellectual property of any other person;

11.1.3 to engage in gambling;

11.1.4 to engage in any deceptive, fraudulent or malicious activity, including by launching malware or viruses, or seeking to hack into any QBPay accounts or steal any funds held by any other person or organisation;

11.1.5 to enter into Transactions for a payment where you are unable to perform your obligations to the recipient;

11.1.6 to reproduce, translate, alter, adapt, vary, reverse engineer, decompile, disassemble, reassemble, modify, make error corrections for, create derivative works of, or attempt to obtain the source code for any Software Module;

11.1.7 to harm us, any person associated with us, or any third party;

11.1.8 to use the QBPay platform or the Services other than in the way the QBPay platform and the Services are designed to be used; or

11.1.9 to engage in any other use or activity which breaches these Terms.

11.2 Any prohibited use under the QBPay Terms and Conditions is deemed to be a Prohibited Use under these Terms.

11.3 You are responsible for compliance with all laws and regulations applicable to your use of the QBPay platform and the Services in New Zealand.

12. Suspension or Account Closure

12.1 We may suspend your Account in any of the following cases without prior notice for any period we determine (each a Suspension Event) if we consider it necessary or desirable to do so:

12.1.1 as a result of any Prohibited Use;

12.1.2 if you cease business, become insolvent or otherwise unable to pay your debts as they become due;

12.1.3 following an act, event or cause to which clause 18.1 applies, or an event that causes disruption to any market; or

12.1.4 to comply with law, whether or not following a change in applicable law or regulator guidance.

12.2 If a Suspension Event occurs, we can suspend your access to your Account for so long as we consider appropriate in the circumstances, and may determine to close your Account.

12.3 We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable New Zealand law, regulation, legal process or governmental request.

12.4 We will not be liable to you or any other person for any loss (including any loss of profit and loss of data), liability or inconvenience arising as a result of any Suspension Event, or the suspension of the Services arising from action taken following a Suspension Event, or the closure of your Account.

12.5 You may close your Account at any time by providing us with 30 days’ notice. You will still be liable to us for any Fees incurred, if applicable, before the closure. Any such notice also constitutes the required notice to terminate any applicable merchant agreements.

12.6 If your Account is closed for any reason, you agree to continue to be bound by such provisions of these Terms that expressly or by their nature survive termination. You also agree to immediately stop using the Services, remove any Software Modules, and remove any trade marks or QBPay branding that have been licensed to you under these Terms.

12.7 We may terminate your right to use the Services and close your Account if we decide to end the availability of the Services to all of our customers. We will provide at least six months’ notice of any decision to end availability of the Services to all of our customers.

13. Liability and Indemnity

13.1 To the maximum extent permitted by law, we are not liable for any indirect or consequential loss or damage (including in connection with business interruption), which you or any other person may suffer or incur in connection with the Services, your use of the QBPay platform, or in respect of any payments or otherwise.

13.2 To the maximum extent permitted by law, our liability to you for any loss, damages, costs or expense, whether in tort (including negligence), contract or otherwise is limited, in the aggregate, to the total amount of the Fees we have received from you in connection with your use of the Services in the three months prior to the event or circumstance giving rise to the claim. If any Fees were not expressed in the relevant fiat currency of your claim, the fiat currency value of those Fees will be determined based on the applicable rates of exchange applicable at the time those Fees were incurred.

13.3 We are not liable in any way whatsoever to you or anyone else for any financial decision or action taken by you or anyone else when settling any payments using the Services.

13.4 Without limiting the above, you agree that we bear no liability for any damage, loss (including loss of profit), delay or inconvenience, or failure in performance or interruption of the QBPay platform or a transaction to which these Terms apply, in each case caused by or resulting from (directly or indirectly):

13.4.1 any computer virus, spyware, scareware, Trojan horse, worms or other malware or cyber phishing or spoofing attack that may affect your computer or other device (including in respect of your QBPay account);

13.4.2 any of the acts, events or causes under clause 18.1;

13.4.3 any suspension of your use of your Account following a Suspension Event or as otherwise permitted under these Terms; and/or

13.4.4 you not meeting your legal obligations, including your tax obligations.

13.5 Except as expressly provided in these Terms, all warranties (including, without limitation, warranties and conditions as to fitness for purpose, merchantability, quality, title and noninfringement), whether express or implied by statute, common law or otherwise, are excluded to the extent permitted by law. The Services are provided on an “as is” basis.

13.6 You indemnify and hold us harmless for any loss, cost, damage, liability or expense sustained or incurred by us arising from any actual or alleged breach by you of these Terms, your use of the QBPay platform and the Services, or in relation to any dispute arising between you and a User in connection with a Transaction.

14. Intellectual Property

14.1 All intellectual property rights in the Software Modules and otherwise relating to the Services, including their features and functionality are either owned by us or the people we license such material from. No right, title or interest in or to the Software Modules and the Services or any of their features or functionality is transferred to you. Any use of the Software Modules and the Services not expressly permitted by these Terms is a breach of these Terms and may also violate copyright, trademark and other laws.

14.2 Subject to these Terms, we grant to you a non-exclusive, non-transferable, limited right to use our trade mark and any QBPay logo or branding that we make available to you for the purpose of notifying Users that you use QBPay and accept payments through the Services.

15. Complaints and Disputes

15.1 If you would like to make a complaint or dispute a matter, we encourage you to contact us in the first instance by email to info@qbpay.io.

15.2 If you are unsatisfied with the outcome of our internal process, you can contact Financial Service Complaints Limited (FSCL), which is an independent approved dispute resolution scheme that can help sort out unresolved complaints. This service is free of charge.

15.3 The contact details for FSCL are:

Website: www.fscl.org.nz

Email: complaints@fscl.org.nz

Freephone: 0800 347 257

Postal address: FSCL, PO Box 5967, Wellington 6140, New Zealand

16. General

16.1 Force majeure: We do not have any liability for any failure of the Services or any failure to comply with these Terms if such a failure is due to an act, event or cause which is beyond our reasonable control, including acts of God or nature, act of civil or military authority, act of terrorism, civil disturbances, war, sabotage, riot, national emergency, pandemic, epidemic, fire, lightning, flood, cyclone, earthquake, landslide, storm, explosion, power shortage, interruption in telecommunications or internet services or network provider services, failure of equipment or software, failure or unavailability of third party services on which we rely, cyberattack or malicious hacking or interference with the QBPay platform by a third party, or a strike or other labour difficulty.

16.2 Waiver: No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.

16.3 Severance: If any provision of these Terms becomes invalid or unenforceable that provision shall be severed from the remaining Terms and the remaining Terms will continue in full force and effect.

16.4 Governing law and jurisdiction: These Terms, and your use of the Website, the Services and the QBPay platform, shall be governed by and construed in accordance with New Zealand law, and you agree that the Courts of New Zealand have the non-exclusive jurisdiction to hear and determine any proceedings brought in relation to these Terms, and your use of the Website, the Services and the QBPay platform.