PaySauce is an online payroll service for small businesses within New Zealand, that is accessed via its mobile device app or its website.

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1. APPLICATION OF THE TERMS

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1.1 The Terms apply to Your and Authorised Users use of the Services. By accessing (whether via the App or the Website) and using the Services:

a. You and each Authorised User agree to the Terms; and

b. where Your access and use is on behalf of another person (e.g. a Customer), You confirm that You are authorised to, and do in fact, agree to the Terms on that person’s behalf and that, by agreeing to the Terms on that person’s behalf, that person is bound by the Terms.

1.2 If You, any of your Personnel or any Authorised User do not agree to the Terms, You, Your personnel and/or any Authorised User are not authorised to access and use the Services,and You, Your personnel and Authorised Users must immediately stop doing so.

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2. CHANGES

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2.1 PaySauce may change the Terms at any time by updating them on the App and the Website. Unless stated otherwise and subject to clause 2.2, any change takes effect immediately. You and each Authorised User are responsible for ensuring that You are familiar with the latest Terms. By continuing to access and use the Services, You and each Authorised User agree to be bound by the changed Terms.

2.2 PaySauce may change the Fees payable by You from time to time by updating them on the App and the Website. The changed Fees will apply from the next Payrun after the later of expiry of four weeks from the date of the update and, if applicable, the expiry of any longer period for which you have prepaid Fees (as at the time PaySauce notifies the change in Fees). If the change is a Fee increase and You do not want to pay that increase, You may terminate the Terms and Your use of the Services in accordance with clause 15.3.

3. DEFINITIONS AND INTERPRETATION

3.1 In the Terms:

• “App” means the PaySauce application that may be downloaded by You or an Authorised User onto a mobile device.
• “Authorised User” means a member of Your personnel that is authorised by You to use the Services on Your behalf.
• “collection costs” has the meaning given in clause 6.3d of the Terms.
• “Confidential Information” means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Terms and the provision of the Services. Intellectual Property owned by PaySauce (or its licensors) is PaySauce’s Confidential Information. The Data is Your Confidential Information.
• “Customer” means the person who is registered to use the Services and, as the context requires, includes any entity on whose behalf that person has registered to use the Services.
• “Data” means any data inputted into the Services via the App or the Website by You or on Your behalf, including Personal Information and any payroll and employee information required by PaySauce to provide the Services, including to complete a Payrun and make associated Inland Revenue filings.
• “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 2.2.
• “Force Majeure” means an event beyond PaySauce’s or the PAYE Intermediary’s reasonable control, including communications lines failure, internet failure, hacking, natural or manmade disaster, acts of God, sabotage, or failure of electrical supply.
• “GST” means goods and services tax under the Goods and Services Tax Act 1985.
• “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.
• “Inland Revenue penalty” has the meaning given in clause [13.2].
• “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.
• “Intellectual Property” has a consistent meaning to Intellectual Property Right, and includes any enhancement, modification or derivative work of the Intellectual Property.
• “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.
• “Objectionable” includes being objectionable, defamatory, obscene, harassing, or unlawful in any way.
• “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 normal business day in New Zealand, 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 and any employer Kiwisaver contribution), plus the Fees.
• “PAYE Intermediary” means Right Remuneration Limited who is a registered PAYE Intermediary (for the purpose of Income Tax Act 2007 and Part 2B of the Tax Administration Act 1994) and who provides the PAYE Intermediary Service on behalf of PaySauce.
• “PAYE Intermediary Service” means the Service through which the PAYE Intermediary calculates Your payroll information, pays Your employees, pays Your employment-related tax deductions to Inland Revenue, and meets Your record-keeping and return filing requirements.
• “PayNow Service” means the Service through which Your employees may receive part of their Payrun (to the extent they have already earned such amount) prior to the payment date set by You.
• “PaySauce” means Paysauce Limited and/or Payroll.Kiwi Limited trading as PaySauce and includes, in respect of the PAYE Intermediary Service, the PAYE Intermediary.
• “person” includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
• “personnel” includes officers, employees, contractors and agents, but a reference to Your personnel does not include PaySauce.
• “Personal Information” means information about an identifiable individual.
• “Services” means the online payroll services made available by PaySauce and subscribed for by You, including the PAYE Intermediary Service and Your and Authorised Users’ use of the App and the Website. The online payroll services are described in further detail on the App and the Website, as updated by PaySauce from time to time.
• “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 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.
• “User ID” means a unique name and/or password allocated to You or an Authorised User to access the Services.
• “Website” means the Internet site at the domain www.paysauce.com.
• “You” means a Customer, or if clause 1.1b applies, both you and the other person on whose behalf you arises acting. “Your” has a corresponding meaning.

3.2 You are referred, in particular, to the definition of “PaySauce” in clause 3.1, which includes a reference to the PAYE Intermediary in respect of the PAYE Intermediary Service. As a result, the rights and obligations of PaySauce (including any disclaimer or exclusion or limitation of liability) apply jointly to PaySauce and the PAYE Intermediary. Each of PaySauce and the PAYE Intermediary may enforce the Terms against You.

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4. SERVICES

4.1 PaySauce must use its best efforts to provide the Services:

a. in accordance with the Terms and New Zealand law; and

b. exercising reasonable care, skill and diligence.

4.2 PaySauce’s provision of the Services to You is non-exclusive.

4.3 PaySauce will use its reasonable efforts to ensure the Services are available on a 24/7 basis in New Zealand. However, on occasion the Services may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. PaySauce will use reasonable efforts to advise You in advance of any unavailability.

4.4 PaySauce is responsible for procuring all Underlying Systems reasonably required for it to provide the Services in accordance with the Terms.

4.5 PaySauce may advise You of other restrictions on the use of the Services, including any Service Specific Term, including dates on which Data must be submitted to enable the processing of a Payrun and provision of other Services. These restrictions are binding on You. Restrictions will be advised in advance and may include restrictions imposed on PaySauce by third parties, e.g. any Inland Revenue limit on the use of the PAYE Intermediary Service.

4.6 Support:

a. Subject to You and Authorised Users complying with Your obligations in the Terms and the conditions in clause 4.6b, between 9.00am to 5.00pm on normal business days in New Zealand, PaySauce must use reasonable efforts to provide support in the form of consultation, assistance and advice.

b. 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.

c. PaySauce is not required to provide support, or may charge You additional fees for any support provided, if the need for support results from a breach of the Terms by You or an Authorised User or the issue to which the support relates has been corrected by an update to the App that You or an Authorised User have not downloaded.

4.7 Where You have subscribed for the PAYE Intermediary Service or have fees direct debited from your nominated account, the following terms apply.

a. On the direct debit date, PaySauce will debit 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 direct debit 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.

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

i. Each employee’s net wage or salary will be paid into the employee’s account.

ii. All employer deductions and other Inland Revenue payments will be deposited into the PAYE Intermediary trust account, including PAYE, student loan deductions, child support payments, specified superannuation contributions withholding tax, employer superannuation contribution tax, withholding tax, KiwiSaver employee deductions, KiwiSaver employer contributions, and payroll giving donations. These deductions and other Inland Revenue payments will be paid by the PAYE Intermediary to the Inland Revenue on or before the due date for payment.

iii. The Fees will be deducted by PaySauce.

c. You authorise PaySauce to debit from the Holding Account any amount paid into that account on account of an invoice or future invoice for Fees.

d. To the extent that the Holding Account or the PAYE Intermediary trust account is interest bearing, all such interest accrues to PaySauce.

e. You acknowledge that only one employer-related filing may be filed with the Inland Revenue each filing period and, as a result, You must ensure that You start to use the Services at the start of such period. To the extent that You do not do so, PaySauce may charge additional fees for its extra time and costs incurred as a result of this.

4.8 Where You meet the criteria for and have subscribed for the PayNow Service, the following terms apply

a. Each Authorised User acknowledges and agrees that information about their use of the PayNow Service is disclosed to the Customer.

b. Each Authorised User authorises PaySauce to deduct from the person’s Payrun any amounts advanced under the PayNow Service.

c. Where amounts are advanced under the PayNow Service but for any reason cannot be deducted from Your employee’s Payrun, You are liable for such amounts and will, on written notice from PaySauce, pay such amounts to PaySauce.

d. PaySauce may update the criteria for the PayNow Service from time to time. If You or any Authorised Users cease to meet the criteria for the PayNow Service at any time, You may not continue to use the PayNow Service.

e. Employee (before making first PayNow request) - You agree that:

i. All information and data you have submitted to the PaySauce app and website or otherwise provided to PaySauce is true, correct and complete;

ii. You authorise PaySauce to deduct the amount of any PayNow advance from your payrun on your next payday;

iii. We may share information about your use of PayNow with third parties to provide this service including your employer; and

iv. PayNow may not always be available to you. We will notify you if PayNow stops being available

f. Employer (when approving a request from an employee on timesheets) - You confirm that:

i. You have checked any employee’s submitted timesheets against our records and to the best of your knowledge the submitted time is a true representation of the hours worked.

ii. You acknowledge and agree to the Customer’s liability for amounts advanced under the PayNow Service that cannot be deducted from an employee’s Payrun for any reason.

4.9 Employee Disbursement Account Changes

a. Employees using the PaySauce platform have the ability to change the designated account for their disbursements. It is important to note that any such changes are made at the sole discretion and responsibility of the employee. PaySauce and the employer shall not be held liable for any consequences, losses, or risks arising from the employee’s decision to modify their disbursement account.

b. By utilising the account change feature, employees 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.PaySauce and the employer shall be indemnified and held harmless against any claims, damages, liabilities, or disputes arising from the employee’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.

c. 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.

d. By continuing to use the PaySauce platform and utilising the account change feature, employees agree to abide by the above terms and acknowledge the associated risks.

5. YOUR GENERAL OBLIGATIONS

5.1 You and the Authorised Users must:

a. use the Services in accordance with the Terms solely for:

i. Your internal business purposes; and

ii. lawful purposes; and

b. 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; and

c. ensure that the Services are only accessed by You or Your Authorised Users.

5.2 You must 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). You must promptly update that information and Data as required so that it remains true, current and complete. Without limit, this clause 5.2 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 and the PayNow Service. PaySauce has no liability or responsibility to You or any third party to the extent that it fails to provide the Services or breaches the Terms (including failing to process a Payrun or to provide the correct information to Inland Revenue) where that breach is caused by Your or an Authorised User’s breach of this clause 5.2 (whether intentional or not). PaySauce may charge You additional fees for the correction of any information or Data.

5.3 You and Authorised Users must keep Your User ID secure and:

a. not permit any other person to use Your User ID, including not disclosing or providing it to any other person;

b. immediately notify PaySauce if you become aware of any disclosure or unauthorised use of Your User ID, by sending an email to [email protected].

5.4 You (as the administrator of Your account) are responsible for the granting of Services access rights to Authorised Users, including for imposing any restriction on that right. If You wish to stop an Authorised User’s access rights, You must terminate those rights via the administration settings on Your account. To avoid doubt, PaySauce has no responsibility or liability in respect of the termination of an Authorised User’s access rights.

5.5 To use the Services, You must:

a. maintain an internet connection at Your own cost;

b. complete all third party forms and authorisations required by PaySauce to provide the Services, including any direct debit and other bank authorisation forms required to enable the payment into the Holding Account of the Payrun Funds. These third parties may impose additional terms in respect of their functions. You must comply with those additional terms;

c. do anything reasonably required by PaySauce to enable it to provide the Services; and

d. ensure Your bank account from which the Payrun Funds are debited has sufficient funds in it at the time of the debit.

5.6 When accessing the Services, You and the Authorised Users must:

a. not impersonate another person or misrepresent authorisation to act on behalf of others or PaySauce;

b. correctly identify the sender of all electronic transmissions;

c. not attempt to undermine the security or integrity of the Underlying Systems;

d. not use, or misuse, the Services in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Services;

e. not attempt to view, access or copy any material or data other than that to which You are authorised to access; and

f. neither use the Services in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.

5.7 You are responsible for each Authorised User’s and Your personnel’s use of the Services and are liable for acts or omissions by those persons. A breach of these Terms by an Authorised User or any of Your personnel is deemed to be a breach of the Terms by You. You must procure those persons compliance with the Terms (including this clause 5). To avoid doubt, PaySauce is not responsible or liable for any Authorised Users’ acts or omissions.

6. FEES

6.1 You must pay the Fees (which are listed in New Zealand Dollars), plus GST, to PaySauce for the Services on or before the date of each Payrun. The Fees must be paid electronically in cleared funds and without set off or deduction, as part of the Payrun Funds.

6.2 PaySauce must provide invoices for all Fees due under the Terms.

6.3 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:

a. suspend the provision of the Services, including any Payrun occurring after the due date;

b. terminate the Terms, in which case the Services shall cease immediately;

c. charge interest on overdue amounts. Interest will be 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

d. 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 (together, collection costs);

e. direct debit your nominated bank account.

6.4 You acknowledge that an Inland Revenue subsidy may be available to PaySauce resulting from Your use of the PAYE Intermediary Service. You agree to complete any form or provide any approval required for PaySauce to obtain that subsidy.

6.5 Where you have prepaid Fees on an annual basis you acknowledge that:

a. The Fees you paid were calculated based on the average number of Authorised Users that were paid in the 2 months prior to your subscription renewal.

b. Should the actual number of Authorised Users you have exceed that estimate during the period you have prepaid Fees, PaySauce may charge you additional Fees in respect of those additional Authorised Users.

c. The additional Fees that you may be charged by PaySauce will be calculated based off our usual Fees as published on our Website and may, at PaySauce’s discretion, apply to both the future period for which you have prepaid Fees and to the prepayment period that has already lapsed to the extent that there were excess Authorised Users.

7. AUTHORITY TO DIRECT DEBIT

7.1 PaySauce (The Initiator):

a. Will provide notice either:

i. in writing; or

ii. by electronic mail.

b. Has agreed to give Notice of the net amount of each Direct Debit on at least the day (but not more than 2 calendar months) of the Direct Debit being initiated.

c. May, upon the relationship which gave rise to this Instruction being terminated, give notice to the Bank that no further Direct Debits are to be initiated under the Instruction. Upon receipt of such notice the Bank may terminate this Instruction as to future payments by notice in writing to me/us.

d. May rely on this authority to debit a different bank account upon receipt of instructions from the customer via a bank to which their account has been transferred

7.2 The Customer may:

a. At any time, terminate this Instruction as to future payments by giving written (or by the means previously agreed in writing) notice of termination to the Bank and to the Initiator.

b. Stop payment of any Direct Debit to be initiated under this Instruction by the Initiator by giving written notice to the Bank prior to the Direct Debit being paid by the Bank.

7.3 The Customer acknowledges that:

a. This Instruction will remain in full force and effect in respect of all Direct Debits passed to my/our account in good faith notwithstanding my/our death, bankruptcy or other revocation of this Instruction until actual notice of such event is received by the Bank.

b. In any event this Instruction is subject to any arrangement now or hereafter existing between me/us and the Bank in relation to my/our account.

c. Any dispute as to the correctness or validity of an amount debited to my/our account shall not be the concern of the Bank except in so far as the Direct Debit has not been paid in accordance with this Instruction. Any other disputes lies between me/us and the Initiator.

d. Where the Bank has used reasonable care and skill in acting in accordance with this Instruction, the Bank accepts no responsibility or liability in respect of:

i. the accuracy of information about Direct Debits on Bank statements; and

ii. any variations between notices given by the Initiator and the amounts of Direct Debits.

iii. The Bank is not responsible for, or under any liability in respect of the Initiator’s failure to give notice in accordance with clause 1.1, nor for the non-receipt or late receipt of notice by me/us for any reason whatsoever. In any such situation the dispute lies between me/us and the Initiator.

7.4 The Bank may:

a. In its absolute discretion conclusively determine the order of priority of payment by it of any monies pursuant to this or any other Instruction, cheque or draft properly signed by me/us and given to or drawn on the Bank.

b. At any time terminate this Instruction as to future payments by notice in writing to me/us.

c. Charge its current fees for this service in force from time to time.

d. Upon receipt of an “authority to transfer form” signed by me/us from a bank to which my/our account has been transferred, transfer to that bank this Authority to Accept Direct Debits.

8. DATA

8.1 You acknowledge that PaySauce requires access to the Data to fulfil its obligations under the Terms and to provide the Services. To the extent that this is necessary but subject to clause 10, PaySauce may authorise a member or members of its personnel to access the Data for that purpose. You must arrange all necessary consents and approvals (including any employee consent and approval) for PaySauce (and its personnel) to access the Data for that purpose.

8.2 You acknowledge and agree that, to the extent that Data contains Personal Information, in collecting, holding and processing that information through the Services, PaySauce is acting as Your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law.

8.3 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.

8.4 You indemnify PaySauce against any Loss arising from 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 Objectionable, incorrect or misleading.

8.5 You and Authorised Users acknowledge and agree that PaySauce may anonymise and publish Data and any other information about use of the App and/or Website on an aggregated basis for reporting to third parties or on public mediums. Such reporting and publishing shall not be completed in such a way to make your Data identifiable to any party other than PaySauce.

9. ALLOCATION OF FUNDS RECEIVED

9.1 Any funds received from a customer shall be allocated in the following order:

a. PaySauce Fees: Any fees, inclusive of GST, owed to PaySauce for the provision of services;

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

c. Staff Payments: Funds required to settle the customer’s staff’s net wages;

d. Pay as you earn (PAYE) and Tax Obligations: Any remaining funds after the above allocations will be applied to satisfy the customer’s PAYE and other tax obligations.

9.2 For the avoidance of doubt, and in accordance with the Income Tax Act 2007 (RP PAYE Intermediaries), no obligation will be transferred to or accepted by PaySauce if there are outstanding amounts owing as per the above.

9.3 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. By continuing to use PaySauce services, the customer agrees to this order of allocation and acknowledges that it may be subject to change.

10. CONFIDENTIALITY

10.1 Each party agrees that, unless it has the prior written consent of the other party, it must:

a. keep confidential at all times the Confidential Information of the other party; and

b. ensure that any personnel or professional advisor to whom a party discloses other party’s Confidential Information is aware of, and complies with, the provisions of this clause 10.

10.2 The obligations of confidentiality in clause 10 do not apply to any disclosure:

a. for the purpose of performing or receiving the Services or enforcing a party’s rights under the Terms;

b. required by law (including the rules of any stock exchange);

c. of Confidential Information which:

i. is publicly available through no fault of the recipient of the Confidential Information or its personnel; or

ii. was rightfully received from a third party without restriction or without breach of the Terms; or

d. 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 10.

10.3 Except to the extent that a party has ongoing rights to use Confidential Information or is required by law to retain Confidential Information (and, to avoid doubt, PaySauce is required under New Zealand Law to retain certain Data for 7 years from Your last processed Payrun), a party must, at the request of the other party following the termination of the Agreement, promptly return to the other party or destroy all Confidential Information of the other party in the recipient party’s possession or control.

11. PRIVACY

11.1 For PaySauce to provide the Services, You will need to provide Personal Information to PaySauce, particularly about Your employees and Authorised Users need to provide Personal Information about themselves. When You or any Authorised Users provide this information, PaySauce will comply with the New Zealand Privacy Act 1993.

11.2 PaySauce’s Privacy Policy, as updated from time to time by PaySauce, applies to its use of Personal Information.

12. INTELLECTUAL PROPERTY

12.1 Subject to clause 12.2, title to, and all Intellectual Property Rights in, the App, the Website, and the Services (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and all Underlying Systems is and remains the property of PaySauce (and its licensors). You must not dispute that ownership.

12.2 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 the Terms.

12.3 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.

13. DISCLAIMER

13.1 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:

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

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

c. any exposure to viruses or other forms of interference which may damage Your or any Authorised User’s computer system or expose You or any Authorised User to fraud when You or any Authorised User access or use the Services. To avoid doubt, You are responsible for ensuring the process by which You and Authorised Users access and use the Services protects You and Authorised Users from this; and

d. any site linked from the Services. Any link on the Services to a third-party website does not imply any endorsement, approval or recommendation of, or responsibility for, that site or its contents, operations, products or operator.

13.2 To the extent permitted by law:

a. PaySauce’s warranties are limited to those set out in the Terms, and all other conditions, guarantees or warranties whether express or implied by statute or otherwise (including any warranty under the Contract and Commercial Law Act 2017) are expressly excluded; and

b. PaySauce makes no representation on the quality of the Services and does not promise that the Services will:

i. 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; or

ii. be secure, free of viruses or other harmful code, uninterrupted or error-free.

13.3 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 Consumer Guarantees Act 1993, and that the Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Terms.

13.4 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 the Terms.

14. LIABILITY

14.1 To the maximum extent permitted by law but subject to clause 14.2:

a. Your and Authorised Users’ access and use of the Services is at Your own risk; and

b. PaySauce is not liable or responsible to You, any Authorised User or any other person for any Loss under or in connection with the Terms, the Services, or Your or Authorised Users’ access and use of (or inability to access or use) the Services. This exclusion applies regardless of whether PaySauce’s liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

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

a. You must notify PaySauce immediately on receipt of the notice from Inland Revenue specifying the Inland Revenue penalty and must provide PaySauce the opportunity to contact the Inland Revenue to determine whether the Inland Revenue will waive the Inland Revenue penalty; and

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

14.3 Clause 14.2 does not apply, and PaySauce is not liable to You or to any other person for the Inland Revenue penalty to the extent that the Inland Revenue penalty results from:

a. a Force Majeure;

b. 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;

c. insufficient funds in the Holding Account, including as a result of Your failure to ensure that sufficient funds could be debited from Your account into the Holding Account on the direct debit date;

d. without limiting the previous items in this clause 14.3, any breach of the Terms by You or an Authorised User.

14.4 Subject to clause 14.2, PaySauce is not liable to You or any Authorised User for any:

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

b. indirect, consequential or incidental loss or damage arising under or in connection with the Terms or the Services.

14.5 Where PaySauce cannot at law exclude its liability under clause 14.1b but subject to the remaining provisions of this clause 14, to the maximum extent permitted by law, PaySauce’s total liability to You under or in connection with the 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 paid by You under the Terms in the previous 12 months, which in the first 12 months of the Terms is deemed to be NZD$500.00.

14.6 Despite anything to the contrary in this clause 14, nothing in this clause 14 has the effect of contracting out of or excluding or limiting liability that cannot, at law, be excluded or limited.

14.7 Without limiting any right or remedy of PaySauce, You indemnify PaySauce for any Inland Revenue penalty imposed on it or the PAYE Intermediary, and any collection costs, as a result of Your breach of the Terms. You must pay PaySauce an amount equivalent to that penalty and/or costs on demand.

15. TERMINATION AND SUSPENSION

15.1 Either You or PaySauce may terminate the Terms and the provision of the Services:

a. by providing at least one calendar month’s notice in writing to the other party;

b. immediately on notice if the other party has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason; or

c. immediately on notice if PaySauce is unable to perform a material obligation under the Terms for 30 days or more due to Force Majeure.

15.2 Without limiting any other right or remedy available to PaySauce, if PaySauce considers that You (or an Authorised User) have breached the Terms or PaySauce otherwise considers it appropriate, it may immediately terminate all or part of the Services and the Terms. PaySauce will provide You with notice of any termination under this clause. Under such circumstances, PaySauce will provide you with a copy of Data stored using the Services in common electronic form. PaySauce does not warrant that the format of the Data will be compatible with any software.

15.3 You may terminate the Terms and the provision of the Services if PaySauce has increased the Fees under clause 2.2 and You do not wish to pay those increased fees, provided that PaySauce must receive Your notice of termination within 10 days of the change being advised to you. The termination will take effect on the date of the Fee increase. If You do not terminate the Terms in accordance with this clause, You are deemed to have agreed to the increased Fees.

15.4 Without limiting any other right or remedy available to PaySauce, PaySauce may immediately restrict or suspend Your access to the Services where it considers that You (or an Authorised User) have:

a. undermined, or attempted to undermine, the security or integrity of the Services or any Underlying System;

b. used, or attempted to use, the Services:

i. for improper purposes; or

ii. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services;

c. failed to provide the Data required for PaySauce to properly process a Payrun or to provide the relevant information to Inland Revenue (by way of return or otherwise); or

d. otherwise breached the Terms.

15.5 PaySauce will advise You of any suspension under this clause. During the period of a suspension, no Services will be provided and You will be responsible for all of Your payroll and associated (e.g. Inland Revenue filings and wage and salary payment) obligations. During suspension, You may request a copy of Data stored using the Services. On receipt of the request, PaySauce must provide a copy of the Data in a common electronic form. PaySauce does not warrant that the format of the Data will be compatible with any software.

15.6 On suspension or termination, Your access to the Services will be limited to the access, retrieval and export of Data stored using the Services. Access to this Data will continue to be provided indefinitely following termination of the Terms.

15.7 On termination:

a. You must pay for all Services provided up to and including the termination date. For this purpose (and to the extent the money is available), You authorise PaySauce to deduct all outstanding Fees and other amounts owed to PaySauce from Your funds in the Holding Account; and

b. subject to clause 15.7a, PaySauce must transfer Your residual funds in the Holding Account (if any) to an account nominated by You.

15.8 At any time prior to one month after the termination date, You may request a copy of Data stored using the Services. On receipt of the request, PaySauce must provide a copy of the Data in a common electronic form. PaySauce does not warrant that the format of the Data will be compatible with any software.

15.9 Termination of the Terms does not affect each party’s rights and obligations that accrued before the termination date.

15.10 Clauses which, by their nature, are intended to survive termination of the Terms, including clauses 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15.7, continue in force.

16. GENERAL

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

16.2 PaySauce is not liable to You for any failure to provide the Services or to otherwise perform its obligations under the Terms to the extent the failure is caused by Force Majeure.

16.3 You may not assign or transfer any right or obligation under the Terms without PaySauce’s prior written consent.

16.4 Subject to clause 3.2, no person other than PaySauce and You has any right to a benefit under, or to enforce, the Terms.

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

16.6 If any part or provision of the 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 the Terms. The remainder of the Terms are binding on You.

16.7 The Terms, and any dispute relating to the Terms or the Services, 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 the Terms or the Services.

16.8 The Terms and PaySauce’s Privacy Policy sets 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 the Terms. The parties have not relied on any representation, warranty or agreement relating to the Services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date You agreed to the Terms. Without limiting the previous sentence, the parties agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986.

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