Terms of Service

Effective Date: 10 September 2025

Last Updated: 20 April 2026

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1. Structure and application of these Terms

1.1 These Terms comprise the following parts:

1.1.1 Part A, which sets out the general terms and conditions that apply to your use of PaySauce’s Services;

1.1.2 Part B, which sets out specific terms and conditions that apply to customers located in Australia; and

1.1.3 Part C, which applies to all users of the Website and Apps.

1.2 In addition to the terms and conditions set out in Parts A – C of these Terms, the following comprise part of these Terms:

1.2.1 any Service Specific Terms that apply;

1.2.2 the Fee information located on our Website; and

1.2.3 any Requirements notified to You under clause 7.1.

1.3 These Terms and the other items referred to in clause 1.2 comprise the entire agreement between You and Us.

1.4 These Terms were last updated on 9 February 2026.

2. Acceptance of these Terms

1. 2.1 By using our Services, You confirm that You agree to these Terms.

2. 2.2 Where You access and use our Services on behalf of another person (such as a Customer), You confirm that You are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

3. 2.3 Where You permit an Authorised User to use the Services, you warrant that You have provided the Authorised User with a copy of these Terms and that the Authorised User has agreed to abide by these Terms.

3. Updates to these Terms

1. 3.1 We may make changes to these Terms from time to time. Where we do so, we will publish the latest version of these Terms onto our Website, and will notify you of the updated Terms via email. You will be deemed to have accepted any updated Terms by continuing to use the Services following the date that the updated Terms take effect.

2. 3.2 Changes to these Terms will take effect immediately following publication to our Website. However, where these Terms have a material detriment to Your rights or obligations, the updated Terms will take effect 30 days’ following publication of the updated Terms on our Website, and in such case You may terminate your use of the Services by written notice to us prior to the date that the changes take effect.

3.  

4. Services

1. 4.1 PaySauce will:

2. 4.1.1 provide the Services in accordance with these Terms and Applicable Law; and

3. 4.1.2 will exercise reasonable care, skill and diligence in doing so.

4. 4.2 You acknowledge and agree that the provision of the Services to you is non-exclusive.

5. 4.3 PaySauce may use AI Tools to facilitate the provision, enhancement or optimisation of the Services, and You acknowledge and accept that PaySauce may deploy such AI Tools in connection with delivering the Services. Where PaySauce intends to deploy AI Tools, it will take reasonable steps to ensure that the AI Tools comply with Applicable Law (including Privacy Law).

5. Support

5.1 Subject to You complying with these Terms, PaySauce will make support for the Services available to You between 9.00am to 5.00pm on Business Days. If support is required as a result of the breach of these Terms by You and Your Authorised Users, PaySauce reserves the right to either not provide support, or to charge You additional fees for the provision of support (at PaySauce’s sole discretion).

5.2 Before contacting PaySauce for support, You must use reasonable efforts to resolve the issue by referring to explanatory notes and other material that is available on the App and the Website.

6. Your general obligations

6.1 You must:

6.1.1 use the Services:

(a) in accordance with these Terms;

(b) solely for Your lawful internal business purposes; and

(c) only for the benefit of You and Your Authorised Users;

6.1.2 comply with all Requirements communicated by PaySauce from time to time relating to the use of the Services (as further detailed in clause 7);

6.1.3 not transfer or resell the Services to any third party, act as a service bureau in respect of the Services, or otherwise commercially exploit the Services;

6.1.4 provide true, current and complete information and Data in Your dealings with PaySauce and within any timeframe required for the provision of that information and Data (e.g. processing deadlines for Payruns), and promptly update that information and Data as required so that it remains true, current and complete. Without limit, this clause 6.1.4 applies to the provision of:

(a) account “set up” information; and

(b) any information and Data required to provide the Services, including to process a Payrun.

6.2 The Customer is responsible for:

6.2.1 the granting of access rights to, the imposition of restrictions on access rights of, and the removal of access rights of, the Customer’s Authorised Users from time to time; and

6.2.2 each of the Customer’s Authorised User’s use of the Services in accordance with these Terms.

6.3 For PaySauce to provide the Services, You will need to provide Personal Information to PaySauce (for example, information about Your employees (including the names of your employees and their bank account information for payment). PaySauce will handle all Personal Information in accordance with its Privacy Policy and applicable Privacy Law.

7. Restrictions, instructions and requirements from PaySauce

7.1 From time to time PaySauce may advise You of additional restrictions, instructions or requirements (instructions) that may apply to Your use of the Services. These instructions may result from:

7.1.1 the requirements of a third party (such as a Government department);

7.1.2 Applicable Law;

7.1.3 PaySauce’s maintenance or development of the Services;

7.1.4 PaySauce’s administrative requirements; or

7.1.5 other reasons as determined by PaySauce from time to time (acting reasonably and in good faith).

7.2 Where PaySauce introduces new instructions, or changes existing instructions, it will endeavour to provide you with reasonable notice in advance of the instructions taking effect (where possible to do so). A breach of instructions will constitute a breach of these Terms.

8. Fees

8.1 The applicable Fees for the Services are as published on the Website. A change to the Fees will be deemed a change to these Terms in accordance with clause 3.

8.2 PaySauce must provide invoices for all Fees due under these Terms. You must pay the Fees to PaySauce for the Services on or before the date of the next Payrun following the date that you received the invoice. The Fees must be paid electronically in cleared funds and without set off or deduction, as part of the Payrun Funds.

8.3 If You do not pay any Fee by the due date, without limiting any right or remedy of PaySauce, PaySauce may do any or all of the following:

8.3.1 suspend the provision of the Services (including any Payrun occurring after the due date) in accordance with clause 17.1;

8.3.2 charge interest on overdue amounts (with such interest being calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by PaySauce’s primary trading bank as at the due date (or if PaySauce’s primary trading bank ceases to quote such a rate, then the rate which in the opinion of the bank is equivalent to that rate in respect of similar overdraft accommodation expressed as a percentage) plus 2% per annum); and/or

8.3.3 require You to pay on demand all costs and expenses incurred by PaySauce in the recovery or attempted recovery of any overdue amount, including any debt collection agency fees, legal fees and administration costs;

8.3.4 direct debit your nominated bank account.

8.4 Please note that where PaySauce is required to take any additional action necessary to correct or update any information or Data that you have provided to us, this may incur additional charges.

9. Authority to debit nominated bank accounts

9.1 The Customer authorises PaySauce to directly debit from the Customer’s nominated bank account any amounts owing to PaySauce in relation to these Terms and will enter into any such documentation necessary to give effect to the debit arrangement contemplated by this clause 9.

9.2 The Customer acknowledges that:

9.2.1 Where the customer pays by PayTo, PaySauce will debit the customer’s nominated bank account with the total value of the pay, at the time the customer runs the pay for the relevant pay period

9.2.2 Where a customer pays by Push, the Customer must ensure that sufficient funds have been sent to the designated account to at least match the value of the pay for the relevant pay period

9.2.3 Where a customer pays by Push, the Customer must ensure that the funds are sent in sufficient time to ensure they are visible on their account when they run the pay for the relevant period

9.2.4 this instruction will remain in full force and effect notwithstanding the Customer’s death, bankruptcy or other revocation of this instruction until actual notice of such event is received by the Customer’s bank;

9.2.5 in any event this Instruction is subject to any arrangement now or hereafter existing between the Customer and the Customer’s bank in relation to the Customer’s account;

9.2.6 any dispute as to the correctness or validity of an amount debited to the Customer’s account shall not be the concern of the Customer’s bank except in so far as the debit has not been paid in accordance with this instruction. Any other disputes lies between the Customer and PaySauce; and

9.2.7 where the Customer’s bank has used reasonable care and skill in acting in accordance with this instruction, the Customer’s bank accepts no responsibility or liability in respect of:

(a) the accuracy of information about transactions on bank statements; and

(b) any variations between notices given by PaySauce and the amounts of any debits;

9.3 The Customer warrants and represents that:

9.3.1 Any funds deposited into PaySauce’s Account have not been derived from, or related to, any criminal or fraudulent activities or other contravention of any Relevant Law;

9.3.2 Any funds that PaySauce pays out of Your Account in reliance of, and acting on, Your instructions will not be used in relation to any criminal or fraudulent activities; and

9.3.3 It will not initiate, engage or give effect to any Transaction that breaches or may be in breach of any Relevant Laws

10. Allocation of funds received

10.1 Any funds received from You shall be allocated in the following order:

10.1.1 PaySauce Fees: Any fees, inclusive of GST, owed to PaySauce for the provision of Services;

10.1.2 PaySauce Debits: Any other amounts owing to PaySauce, including but not limited to charges or penalties;

10.1.3 Staff Payments: Funds required to settle the Customer’s staff’s net wages;

10.1.4 Tax Obligations: Any remaining funds after the above allocations will be applied to satisfy the customer’s tax obligations (as further detailed in Part B and C).

10.2 PaySauce reserves the right to apply funds received in the above manner and may, at its sole discretion, alter the order of allocation as it sees fit.

11. Data

11.1 You grant PaySauce a licence to access, use and store the Data to the extent necessary for PaySauce to:

11.1.1 provide the Services;

11.1.2 fulfil its obligations under these Terms; and

11.1.3 comply with any Applicable Law (including any Applicable Law which requires PaySauce to retain any Data for a prescribed period of time).

11.2 You must arrange all necessary consents and approvals (including any employee consent and approval) for PaySauce (and its personnel) to access, use and store the Data for the purposes outlined in clause 11.1.

11.3 You acknowledge and agree that, to the extent that Data contains Personal Information, PaySauce’s Privacy Policy will apply to PaySauce’s use, storage and access to that Data.

11.4 While PaySauce will take standard industry measures to back up all Data stored using the Services, You must keep a separate back-up copy of all Data uploaded by You onto the Services.

12. Confidentiality

12.1 Subject to clause 12.2, each party shall keep confidential, and make no disclosure of all information obtained from the other party or the other party's advisers under these Terms or in the course of negotiations in respect of these Terms (Confidential Information).

12.2 Confidential Information may be disclosed by a party if:

12.2.1 disclosure is required by law or regulation, or is necessary to comply with the listing rules of any recognised stock exchange;

12.2.2 disclosure is necessary to obtain the benefits of, and fulfil obligations under, these Terms;

12.2.3 that information already is, or becomes, public knowledge other than as a result of a breach of clause 12.1 by that party; or

12.2.4 disclosure is made to another PaySauce entity, employee, officer or professional adviser (each a Recipient) only if the disclosure is made to the Recipient strictly in connection with the performance of these Terms and on a “need to know basis” and, prior to the disclosure, the relevant party notifies the Recipient of the confidential nature of the information to be disclosed.

12.3 Confidential Information may be disclosed by PaySauce as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that PaySauce enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 12.

12.4 Except to the extent that a party has ongoing rights to use Confidential Information or is required by Applicable Law to retain Confidential Information, a party must, at the request of the other party following the termination of these Terms, promptly return to the other party or destroy all Confidential Information of the other party in the recipient party’s possession or control.

13. Intellectual Property

13.1 Subject to clause 13.2, title to, and all Intellectual Property Rights in, the App, the Website, the Underlying Systems and the Services (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), belong to and will remain the property of PaySauce and its licensors (as applicable). You must not dispute that ownership.

13.2 Title to, and all Intellectual Property Rights in, the Data (as between You and PaySauce) remains Your property. You grant PaySauce a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose connected with the exercise of its rights and performance of its obligations in accordance with these Terms.

13.3 To the extent not owned by PaySauce, You grant PaySauce a royalty-free, irrevocable and perpetual licence to use any know how, techniques, ideas, methodologies, and similar Intellectual Property used by PaySauce in the provision of the Services.

14. Disclaimers

14.1 To the extent permitted by law, PaySauce (and its licensors) have no liability or responsibility to You, any Authorised User or any other person for any Loss in connection with:

14.1.1 the Services being unavailable (in whole or in part) or performing slowly;

14.1.2 any error in, or omission from, any information made available through the Services;

14.1.3 any exposure to viruses or other forms of interference which may damage Your computer system or expose You to fraud when You access or use the Services (and, for the avoidance of doubt, You are responsible for ensuring the processes and systems by which You access and use the Services protects You from this); and

14.1.4 any site linked from the Service (with any such links on the Services to a third-party website in no way implying any endorsement, approval or recommendation of, or responsibility for, that site or its contents, operations, products or operator).

14.2 To the extent permitted by law:

14.2.1 PaySauce’s warranties are limited to those set out expressly in these Terms, and all other conditions, guarantees or warranties whether express or implied by statute or otherwise are expressly excluded; and

14.2.2 PaySauce makes no representation on the quality of the Services and does not promise that the Services will meet Your requirements or be suitable for a particular purpose, including that the use of the Services will fulfil or meet any statutory role, responsibility or obligation imposed on You.

15. Liability

15.1 Nothing expressed or implied in these Terms confers any liability on a party to the other party in respect of any:

15.1.1 liability resulting from a breach of these Terms which does not arise naturally or in the usual course of things as a result of that breach; or

15.1.2 liability suffered or incurred by a party to the extent that that liability results from that party’s own breach of these Terms.

15.2 The Customer is liable to PaySauce for the acts and omissions of its Authorised Users (and the Customer’s other Personnel).

15.3 To the maximum extent permitted by law, PaySauce will not be liable to You for:

15.3.1 any matters within the scope of the disclaimers in clause 14;

15.3.2 any loss suffered as a result of a Force Majeure Event affecting the delivery of the Services; or

15.3.3 loss of profit, use, revenue, data (including Data), savings, business, and/or goodwill.

15.4 In no event will PaySauce be liable to any party in respect of these Terms other than the Customer.

15.5 To the maximum extent permitted by law, PaySauce’s total liability to You under or in connection with these Terms, or in connection with the Services, or Your access and use of (or inability to access or use) the Services in any 12 month period is limited to the total Fees actually paid by You to PaySauce under these Terms in the previous six months.

15.6 Despite anything to the contrary in this clause 15, nothing in this clause 15 has the effect of contracting out of, excluding, or limiting liability that cannot, at law, be excluded or limited.

16. Indemnity

16.1 You indemnify PaySauce against any Loss arising from:

16.1.1 Your breach of these Terms (including the costs of enforcement of these Terms by PaySauce); and

16.1.2 any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Data is incorrect or misleading.

17. Suspension of access to the Services

17.1 PaySauce may suspend Your (and any of Your Authorised User’s) access to the Services where:

17.1.1 You fail to pay any Fees by the applicable due date;

17.1.2 You fail to provide the Data required to properly process a Payrun;

17.1.3 PaySauce reasonably believes that you are using the Services in a way that:

(a) breaches these Terms;

(b) may compromise the performance or security of the Services; or

(c) is otherwise improper or unlawful;

17.1.4 a Force Majeure Event occurs which impacts PaySauce’s ability to provide the Services; or

17.1.5 PaySauce otherwise has a right to terminate these Terms in accordance with clause 18.

17.2 PaySauce will advise the Customer of any suspension. During the period of a suspension, no Services will be provided to the suspended person. The Customer will be solely responsible for all of its payroll and associated obligations during the period of suspension.

17.3 Where the Customer is suspended, it may request a copy of Data provided to us when using the Services. On receipt of the request, PaySauce will provide a copy of the Data in a common electronic form (but does not warrant that the format of the Data will be compatible with any particular software).

18. Termination

18.1 Either party may terminate these Terms and the provision of the Services by providing at least one calendar months’ notice of termination to the other party in writing.

18.2 Either party may terminate these Terms and the provision of the Services immediately by providing notice of termination in writing to the other party where that other party:

18.2.1 breaches these Terms in a manner which is capable of remedy and fails to remedy that breach within 10 days of receiving written notice from the other party requiring that breach to be remedied;

18.2.2 breaches these Terms in a manner that is incapable of remedy;

18.2.3 is, becomes or is deemed to be, insolvent;

18.2.4 makes an assignment for the benefit of, or enters into or makes any arrangement or composition with, its creditors;

18.2.5 goes into receivership or has a receiver, administrator or manager (including a statutory manager) appointed in respect of all or any of its property;

18.2.6 passes a resolution, or has any proceeding commenced in respect of it, for the winding up or liquidation of that party; or

18.2.7 ceases generally to carry on business.

18.3 You may terminate these Terms and the provision of the Services if PaySauce has materially changed these Terms to your detriment pursuant to clause 3 and You do not wish to accept the updated Terms. Where you wish to reject any updated Terms, you must provide us with notice of termination within 10 days of the updated Terms being communicated to you, in which case termination will take effect at the end of your current billing cycle.

19. Consequences of termination

19.1 Upon termination of these Terms:

19.1.1 termination will be without prejudice to any of the parties’ rights and obligations which have accrued in connection with these Terms prior to termination;

19.1.2 all undisputed amounts accrued or otherwise owed by one party to another in connection with these Terms will be immediately due and payable (which shall include Fees for the Services up to and including the termination date); and

19.1.3 each party will deliver to the other (or destroy if requested), any Intellectual Property, Confidential Information and other property owned by the other party (except where an obligation exists at law to retain any such Intellectual Property, Confidential Information or other property); and

19.1.4 clauses which, by their nature, are intended to survive termination of these Terms, including but not limited to:

(a) clauses 8.3, 11.4, 12, 13, 14, 15, 16, 19 and 20 of Part A;

(b) clauses 25 and 26 of Part B; and

(c) clauses 33.2, 34, 35, 36, 37, 38, 39, 40, 44 and 45 of Part C,

will continue in effect.

19.2 Where you have funds available in the Holding Account:

19.2.1 PaySauce may deduct amounts owing to it from those funds; and

19.2.2 Following any deductions pursuant to 19.2.1, PaySauce will return any excess funds to a bank account nominated by You.

19.3 At any time prior to one month following the date that termination takes effect, You may request a copy of any Data. On receipt of the request, PaySauce will provide a copy of the Data in a common electronic form (but does not warrant that the format of the Data will be compatible with any specific software).

20. General

20.1 If PaySauce needs to contact You, it may do so by email or by posting a notice to You in the App or on the Website. You agree that this satisfies all legal requirements in relation to written communications and notices.

20.2 To avoid doubt, PaySauce, in providing the Services, has no responsibility to any person other than the Customer. Other than the Customer, no person may enforce against PaySauce any right or benefit under these Terms.

20.3 You may not assign or transfer any right or obligation under these Terms without PaySauce’s prior written consent. PaySauce may assign or transfer its rights and obligations under these Terms to any party without your consent.

20.4 For a party to waive a right under these Terms, the waiver must be in writing.

20.5 If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, the part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms and the remainder of these Terms will remain binding on You.

20.6 These Terms, and any dispute relating to these Terms or the Services, are governed by and must be interpreted in accordance with Applicable Law. Each party submits to the non-exclusive jurisdiction of the Courts located in the country (or, if applicable, state or territory) whose laws are the Applicable Law.

20.7 These Terms set out everything agreed by the parties relating to Your use of the Services and supersede and cancel anything discussed, exchanged or agreed prior to You agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the date You agreed to these Terms.

21. Definitions and interpretations

21.1 In these Terms:

AI Tools means any software, application, platform or service that uses artificial intelligence technologies (such as machine learning, natural language processing, predictive analytics and generative artificial intelligence) to perform tasks, process data, generate content, or provide insights.

App means the PaySauce application that may be downloaded by You or an Authorised User onto a mobile device.

Applicable Law means:

a) if you are in New Zealand, the laws of New Zealand; or

b) if you are in Australia, the federal laws of Australia and the laws of the state or territory in which You are located.

Authorised User means a member of Your Personnel that is authorised by You to use the Services on Your behalf.

Business Day means:

a) if you are in New Zealand, a day (other than a Saturday, Sunday, or public holiday) on which registered banks are open for general banking business in New Zealand; or

b) if you are in Australia, a day (other than a Saturday, Sunday, or public holiday) on which banks are open for general banking business in the state or territory in which you are located.

Confidential Information has the meaning given in clause 12.1.

Customer means the person who is registered to use the Services and includes any entity on whose behalf a person has registered with PaySauce in order to obtain the Services.

Data means any data inputted into the Services via the App or the Website by You or on Your behalf, including but not limited to any Personal Information and any payroll and employee information required by PaySauce to provide the Services, including to complete a Payrun and to make any associated filings with any relevant tax authority.

Fees means the fees (plus GST) payable by You for the use of the Services, as set out on the App and the Website, and as updated from time to time by PaySauce in accordance with clause 3.

Force Majeure Event means an event beyond PaySauce’s (or its agents’) reasonable control and which makes it impossible or illegal for it to perform its obligations under these Terms and includes (but is not limited to) communications lines failure, internet failure, hacking, natural or manmade disaster, acts of God, epidemic or pandemic, act of war or terrorism, act of sabotage or vandalism, or failure of electrical supply.

GST means goods and services tax under the Goods and Services Tax Act 1985 in New Zealand and A New Tax System (Goods and Services Tax) Act 1999 in Australia.

Holding Account means PaySauce’s bank account, into which You must pay the Payrun Funds and any other amounts payable by You to PaySauce on or before the dates set out in the App and the Website.

including and similar phrases do not imply any limit.

Intellectual Property and Intellectual Property Right includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.

Loss includes loss of profits, savings, revenue, or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Payrun means the payment to Your employees by PaySauce of their net wages and/or salaries on the payment date set by You (or, if the payment date is not a Business day, on the next Business Day).

Payrun Funds means the amount payable by You in respect of a Payrun, including the gross amount payable to and in respect of Your employees (including, to avoid doubt, all employment-related tax payments and deductions), plus the Fees.

PaySauce, us, we means, as the context requires:

a) PaySauce Limited (1719868), a company incorporated in New Zealand;

b) PaySauce Pty Ltd (665 608 024), a company incorporated in Australia (and with its registered office in New South Wales);

c) Payroll.Kiwi Limited (6397453) a company incorporated in New Zealand;

d) any other entity in the PaySauce group from time to time.

person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.

Personal Information has the meaning given in Applicable Law.

Personnel means any and all individuals or entities engaged, employed, contracted, or otherwise retained by the Customer and includes (without limitation) the Customer’s directors, officers, employees, agents, representatives, and subcontractors.

Privacy Law means the privacy laws under Applicable Law, including:

a) if you are in New Zealand, the Privacy Act 2020; or

b) if you are in Australia, the Privacy Act 1998 (Cth),

and in each case, any codes or regulations issued under the above (as applicable).

Privacy Policy means PaySauce’s privacy policy from time to time, as available at www.paysauce.com/au/privacy-policy

Services means the payroll services made available by PaySauce and subscribed for by You, and includes all ancillary services provided by PaySauce in relation to your receipt of the payroll services.

Service Specific Term means any additional term and condition that applies to a particular service, as advised by PaySauce.

Terms means these terms and conditions titled PaySauce Terms and Conditions and includes any applicable Service Specific Terms.

Underlying Systems means any network, system, software, IT solution, hardware, data or material that underlies or is used by PaySauce to provide the Services, including any third-party solution, system, network or hardware. To avoid doubt, Underlying Systems exclude any network, system, hardware or internet connection required by You and Authorised Users to access the Services.

Website means the PaySauce website available at www.paysauce.com/au

You means a Customer and its Authorised Users, or if clause 2.2 applies, both You and the other person on whose behalf you are acting. Your has a corresponding meaning.

Part B – Australia-specific terms

22. Definitions

22.1 Subject to clauses 22.2 and 22.3, terms defined in Part A have the same meaning in this Part B.

22.2 In this Part B, the following terms have the following meanings:

22.2.1 NPP means New Payment Platform which enables open access infrastructure for fast payments in Australia

22.2.2 PayTo means the secure payment method using NPP, enabling the near real-time transfer of cleared funds from one account to another.

22.2.3 PayTo agreement means the agreement that a Customer has authorised in their online banking allowing a third party to collect agreed funds due

22.3 References to PaySauce in this Part B have the same meaning as in Part A, however in this Part B also includes the PAYE Intermediary.

23. Payments

23.1 Where You have funds deducted from your nominated account, the following terms apply.

23.1.1 PaySauce will deduct the Payrun Funds from Your nominated account. You acknowledge that, if the amount of the Payrun Funds is not available (in whole or in part) in Your account on the payment date, PaySauce will not be able to provide the Services, including processing the Payrun. PaySauce will have no responsibility or liability to You or any other person due to a lack of funds on Your behalf.

23.1.2 On the Payrun date, PaySauce will disburse the Payrun Funds as follows.

(a) Each employee’s net wage or salary will be paid into the employee’s account.

(b) All employer deductions and other Australian Tax Office (ATO) payments will be deposited into the ATO’s bank account, including Pay As You Go (PAYG) and Superannuation payments. These deductions and other ATO payments will be paid to the ATO immediately.

23.2 Where You pay your staff directly by downloading an ABA file, and uploaded the file into Your internet banking software, the following terms apply:

23.2.1 Once You have downloaded the ABA file, You must upload the ABA file into your internet banking software and facilitate an internet banking payment to Your employees, the ATO and any other beneficiaries in the ABA file;

23.2.2 You are responsible for transferring the payments to staff and You understand that PaySauce can not edit or amend the ABA file in any way after it has been created; and

23.2.3 You are responsible for ensuring that the ABA file is not edited after it has been downloaded from PaySauce

24. Australian Tax Office

24.1 To the extent that ATO imposes on You a penalty, fine, or interest charge (ATO penalty) as a result of PaySauce’s failure to provide the Services in accordance with these Terms, on receipt of sufficient information to enable PaySauce to verify the ATO penalty, PaySauce will pay You the amount of that penalty, provided that:

24.1.1 You must notify PaySauce immediately on receipt of the notice from the ATO specifying the ATO penalty and must provide PaySauce the opportunity to contact the ATO to determine whether the ATO will waive the ATO penalty; and

24.1.2 if a waiver of the penalty is not possible, You must immediately pay the ATO penalty and do all other acts required to minimise the ATO penalty.

24.2 Clause 25.3 does not apply, and PaySauce will not be liable to You or to any other person for the ATO penalty to the extent that the ATO penalty results from:

24.2.1 a Force Majeure Event;

24.2.2 a failure of You or an Authorised User to supply the Data required to provide the Services or to supply the correct and/or complete Data;

24.2.3 insufficient funds, including as a result of Your failure to ensure that sufficient funds could be debited from Your account on the debit date;

24.2.4 any breach of these Terms by You or an Authorised User.

24.3 Without limiting any right or remedy of PaySauce, You indemnify PaySauce for any ATO penalty imposed on it, and any collection costs, as a result of Your breach of these Terms. You must pay PaySauce an amount equivalent to that penalty and/or costs on demand.

25. Exclusions

25.1 You agree and represent that You are acquiring the Services for the purpose of a business, You are not a “consumer” as defined in the Australian Consumer Law (ACL) and that the ACL does not apply to the supply of the Services or these Terms.

Part C – End User Licence Agreement for Website and Mobile Apps

26. Definitions

26.1 In this Part C:

26.1.1 Terms defined in Part A have the same meaning as in Part A.

26.1.2 EULA means the terms of this Part C.

26.1.3 Objectionable includes being objectionable, defamatory, obscene, harassing, or unlawful in any way.

26.1.4 User ID means a unique name and/or password allocated to you to allow you to access certain parts or features of our Website and App.

27. Application of this EULA

27.1 PaySauce owns and makes available to You both the Website and the App. This EULA outlines the terms and conditions upon which PaySauce permits and licences You to use the Website and App.

28. Acceptance of this EULA

28.1 PaySauce obtains your acceptance of this EULA as follows:

28.1.1 when you are accessing the Website or App in your individual capacity, your access and use of the Website and App constitute agreement to be bound by this EULA; or

28.1.2 where you are accessing the Website or App on behalf of a third party (including a Customer), by accessing and using the Website or App you warrant that you are authorised to bind that third party to this EULA and that you in fact agree to this EULA on that third party’s behalf.

28.2 If you do not agree to this EULA, we do not grant you a licence to access and use our Website and App.

28.3 Unless otherwise expressly agreed, these Terms supersede any prior agreements or arrangements in place with you prior to the last date of amendment of this EULA.

29. Grant of licence

29.1 Subject to your acceptance of and ongoing compliance with this EULA, we grant you a non-exclusive, non-transferable, non-shareable, revocable, limited licence to the Website and App.

30. Your obligations when using the Website and App

30.1 When using the Website or App, You must do so:

30.1.1 in compliance with this EULA;

30.1.2 for lawful purposes only; and

30.1.3 in accordance with any applicable third-party terms that apply.

30.2 When using the Website or App, You must not:

30.2.1 attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any aspect of the Website or App;

30.2.2 disable, avoid, or circumvent any security or access restrictions of the Website or App;

30.2.3 submit, upload or add content that violates applicable law, infringes anyone’s Intellectual Property Rights, is Objectionable, violates anyone’s privacy, or breaches any agreements you have with others.

31. User accounts

31.1 In some instances, you may be required to make a User ID to make full use of our Website. To be eligible to make a User ID, you must be over 18 years of age.

31.2 The creation of a User ID requires you to provide us with some Personal Information about you and consent to our collection, processing, and use of this Personal Information. By making a User ID with us, you warrant that:

31.2.1 You are providing true, current and complete Personal Information;

31.2.2 when the Personal Information you have provided us with changes, you will promptly update that Personal Information on the Website or App to ensure that it remains true, current and complete.

31.3 Where you create or are given a User ID for our Website, you must:

31.3.1 keep it secure;

31.3.2 not permit any other individual to use your User ID;

31.3.3 immediately notify us if you become aware of any disclosure or unauthorised use of your User ID;

31.3.4 not impersonate anyone else; and

31.3.5 when accessing our site as an individual, not create more than one User ID for your own personal use.

32. Terms applicable to Personnel of PaySauce Customers

32.1 Personnel of PaySauce’s Customers have the ability to change the designated bank account for their disbursements. It is important to note that any such changes are made at the sole discretion and responsibility of the Personnel. Personnel acknowledge that they are solely responsible for ensuring the accuracy and security of the updated account information. This includes verifying the account details and taking necessary precautions to prevent errors or unauthorised access. It is recommended that employees exercise caution and prudence when making any changes to their disbursement account information, and to promptly report any suspicious or unauthorised activities to PaySauce’s support team.

32.2 PaySauce and the Customer will not be held liable for any consequences, losses, or risks arising from any Personnel’s decision to modify their disbursement account and shall be indemnified and held harmless against any claims, damages, liabilities, or disputes arising from the Personnel’s choice to change their disbursement account. This includes, but is not limited to, any delays, misdirected payments, or unauthorised access to the updated account.

33. Privacy

33.1 PaySauce is committed to protecting your privacy in accordance with Applicable Laws and our Privacy Policy. Please ensure that you familiarise yourself with the terms of our Privacy Policy. By using our Website or App, you agree to our Privacy Policy as at the date that you access the Website or App.

33.2 Please note that we may update our Privacy Policy from time to time. We encourage you to regularly check our Website to ensure that you are up to date with our Privacy Practices.

34. Third party content

34.1 Through your use of the Website or App, it may display, include or allow you to access third-party content, or provide links to third-party websites (Third Party Content). Third Party Content is not under our control and is solely made available for general information purposes. We do not endorse the contents of any Third Party Content, nor do we check its accuracy, completeness and reliability. We do not have any liability or responsibility to you or to any third-party in relation to Third Party Content, and your access to and reliance on Third Party Content is at your own risk and subject to any third parties’ terms and conditions.

35. Intellectual Property

35.1 We (and where applicable, our licensors) own all proprietary and intellectual property rights in the Website and App (including but not limited to all information, data, text, graphics, artwork, photographs, names, logos, icons, sound recordings, videos, design) and the Underlying Systems.

35.2 Nothing in this EULA gives you any ownership rights over all or any part of the Website or App or any Intellectual Property Rights associated with the Website or App.

35.3 Where you provide any suggestions or feedback to us about the Application, you acknowledge and agree that we may freely use and disclose all such suggestions and feedback as we see fit for any purpose.

36 Limitation of liability and indemnification

36.1 In no circumstances will we be liable to you or any other person for any loss or damage to persons or property, loss of data, or for any consequential, special, punitive, incidental, indirect or economic loss or damage, including loss of profits or opportunity arising out of your use of the Website or App or otherwise in connection with this EULA, and whether by way of damages or indemnity or in respect of breach of contract, tort (including negligence) or otherwise, even if we have been advised of the possibility of such loss or damage.

36.2 Despite any other provision in this EULA, and to the maximum extent permitted by Applicable Law, if we are found liable to you for any loss or damage, our total aggregate liability will be limited to:

36.2.1 Where you are a Customer for the purposes of Parts A and B of these Terms, the amount stated in Part A; or

36.2.2 Where you are not bound by Parts A and B of these Terms, $1,000.00 NZD.

36.3 You indemnify PaySauce and its directors, employees and agents for all Loss suffered or incurred as a result of your failure to comply with this EULA, including where such Loss arises as a result of a person who accesses and uses the Website or App by using your User ID.

37. Disclaimers

37.1 To the extent permitted by law, we, our licensors and providers of any Underlying Systems have no liability to you or any other person for any Loss in connection with:

37.1.1 the Website or App being unavailable, performing poorly or behaving in a manner that is not expected nor intended;

37.1.2 the restriction of your access to our Website or App;

37.1.3 the discontinuation of our Website or App;

37.1.4 any errors in the content of, or omission of content, from our Website or App;

37.1.5 any exposure to viruses or other forms of interference which may damage your computer system, mobile device or any other device you are accessing our Website or App from or exposes you to fraud when accessing our Website or App;

37.1.6 any other website that is linked from our Website or App; and

37.1.7 any dealings that you have with any third party who advertises on our Website or App. Such dealings are solely between you and the advertiser. We are not responsible or liable for any part of any dealings that arise from your interactions with advertisements from third parties on our Website or App.

37.2 We may change, suspend, discontinue, or restrict access to the Website or App without notice or liability.

38. iOS terms

38.1 If You are using the iOS version of the App, the following terms apply:

38.1.1 Applicability of these Terms: This EULA does not apply to Apple, and PaySauce is solely responsible for the App. Notwithstanding this, Apple has the right to enforce this EULA against you as a third-party beneficiary relating to your use of the App. This EULA does not provide usage rules for apps that are in conflict with the Apple Media Services Terms and Conditions (Apple Terms) as of December 2025. By downloading, accessing and using the App, both we and you acknowledge that you have had the opportunity to review the Apple Media Services Terms and Conditions found on Apple’s website.

38.1.2 Scope of Licence: We grant you a non-transferable and non-exclusive license to use the App on any Apple-branded products that you own or control and as permitted by the “Usage Rules” set out in the Apple Terms, except that the App may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing. The terms of this EULA will govern any content, materials, or services accessible from or purchased within the App as well as upgrades provided by us that replace or supplement the original App (unless such an upgrade is accompanied by its own terms of use).

38.1.3 Maintenance and Support: We, not Apple, are solely responsible for any maintenance and support services related to the App (as outlined in this EULA or as required under Applicable Law). Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

38.1.4 Warranties: We disclaim all warranties in relation to the App to the maximum extent permitted by applicable law. To the extent that any warranty exists under Applicable Law that cannot be disclaimed, we (and not Apple) shall be solely responsible for any warranty. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple may refund amounts you have paid in respect to the App in accordance with its policies. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty must be dealt with as between you and us in accordance with this EULA.

38.1.5 Product Claims: Any claim by you or a third party relating to the App, or your possession and/or use of the App, are governed by these terms (and Apple is not responsible for such claims), including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any legal or regulatory requirement contained in App Law; and/or (iii) claims arising under consumer protection, privacy, or similar legislation, including (where applicable) in connection with any use by the App or the HealthKit and HomeKit frameworks.

38.1.6 Intellectual Property Rights: PaySauce (and not Apple) are responsible for addressing any claims by you or a third party in connection with the App (including any claims by a third party that the App breaches that third parties’ intellectual property rights).

38.2 Android terms: If you are using the Android version of the App, the following terms apply:

38.2.1 You acknowledge that this EULA is between PaySauce and You, and not Google Inc. You are given a non-transferable licence to use the App on your mobile device in accordance with this EULA and the terms of service and policies applicable to your use of GooglePlay.

38.2.2 Google Inc. takes no responsibility for undertaking or handling the support and maintenance of the App.

39. Breach of this EULA

39.1 If we reasonably consider in our sole discretion that you have breached any of the terms of this EULA, we may immediately and without notice take all or any of the following actions:

39.1.1 issue a warning to You;

39.1.2 immediately, temporarily, or permanently suspend or deactivate your ability to use the Website or App;

39.1.3 place any restriction on your access to the Website or App (or part of it); and/or

39.1.4 disclose such information to relevant law enforcement authorities as we reasonably feel is necessary.

40. Termination

40.1 This EULA is effective until terminated by you or by us. We may terminate this EULA in accordance with clause 40.1.2. You may terminate this EULA by permanently deleting all copies of the Application.

41. Assignment

41.1 You cannot assign or transfer any of your interests in relation to this EULA without our prior written consent.

41.2 We may transfer any or all of our interests and obligations under this EULA to any party, including any entity we enter into a joint venture with or any entity that we are sold to or merged with without notice to you. If we do this we will not be held liable for any subsequent breach of this EULA by the assignee.

42. Embargo and restrictions

42.1 You represent and warrant that:

42.1.1 you are not located in a country that is subject to a United States Government embargo, or that has been designated by the United States Government as a “terrorist supporting” country; and

42.1.2 you are not listed on any United States Government list of prohibited or restricted parties.

43. Governing law

43.1 This EULA, and any dispute relating to this EULA, the Website or the App, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with this EULA, the Website or the App.

44. General

44.1 If we need to contact you, we may do so by email or by posting a notice on the Website or App. You agree that this satisfies all legal requirements in relation to written communications.

44.2 For us to waive a right under these Terms, the waiver must be in writing.

44.3 Clauses which, by their nature, are intended to survive termination of this EULA (including clauses 33.2, 34, 35, 36, 37, 38, 39, 40, 44 and 45) will continue in force notwithstanding termination of this EULA.

44.4 If any part or provision of this EULA is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from this EULA. The remainder of this EULA will remain binding on you.

45. Contact us

45.1 If you have any queries or requests concerning these Terms or any complaints about our Website please contact us at support@paysauce.com.