1 For buying the things that matter. Q Card Merchant Terms and Conditions Effective from 1 May 2014.
2 Introduction A B C CFL provides Cardholders with a revolving credit facility to enable them to purchase Goods and/or Services; CFL has agreed (at the Merchant s request) to allow Cardholders to use the facility to make purchases from the Merchant using iq, the Merchant s EFTPOS terminal/s or a web payment facility approved by CFL (as applicable) on the terms which follow. Where a Merchant has applied for Q EFTPOS facilities only, these terms and conditions will be read accordingly. 1. Definitions and Interpretation 1.1 In these Terms and Conditions: Advance has the meaning given in clause 2.1. Agreement means this Agreement. Application means a request for credit made by an Applicant on the form supplied by CFL from time to time. Applicant means the person intending to make a Purchase not being a Cardholder. Associated Person means any party referred to in subpart YB of the Income Tax Act Business Day means a day on which trading banks are normally open for business in Auckland (not being a Saturday, Sunday or public holiday). A Business Day starts at 9am and finishes at 5pm. Card means the Cardholder s Q Card. Cardholder means the person to whom a Card is issued by CFL. Card Account means the master account maintained by CFL in a Cardholder s name with a specified Card Limit. Card Limit means the maximum amount of credit the Cardholder can access using the Card. Card Not Present Transaction means a transaction permitted by CFL to process a Purchase for the Cardholder without the Cardholder presenting the Card or without the Card being processed through iq or the Merchant s EFTPOS terminal to initiate the transaction. Card Number means the 16-digit number printed (embossed) on the face of the Card. Card Terms and Conditions mean the Q Card Cardholder Terms and Conditions. CFL means Consumer Finance Limited, the Card issuer. Chargeback is as defined in clause 5. Goods mean goods sold by the Merchant to the Cardholder through use of the Card. Initial Purchase means the Cardholder s first Purchase as referred to in clause iq means CFL s web based customer finance processing system (and any successor of that system). Merchant means a retailer or supplier who is a party to these Merchant Terms and Conditions. Merchant Bank Account means the bank account nominated by the Merchant through which payments to or from CFL are to be processed.
3 Merchant Procedures mean any information provided by CFL to the Merchant from time to time setting out the procedures the Merchant is to follow when dealing with CFL or a Cardholder. Notice means a written notice or demand given by CFL to a Merchant including any statement. Plan means a sub account within the Card Account (being a Flexi Payment Plan (including a Q EFTPOS Plan) or a Fixed Instalment Plan) recording details of a particular Advance. PPSA means the Personal Property Security Act Purchase means the Cardholder s purchase of Goods or Services from the Merchant (through an Initial Purchase or through use of the Card or Card number) and Purchased has a similar meaning. Q Card Voucher means the document or receipt produced via iq, the EFTPOS terminal or the Merchant s Card Not Present Transaction record, evidencing a Purchase. Related Company means any company related to CFL (or the Merchant as the case may be) in terms of s2(3) Companies Act Services mean services provided by the Merchant to the Cardholder through use of the Card. Supporting Documentation means ancillary documentation or additional information submitted to or required by CFL in connection with any Application. Terms and Conditions mean these Terms and Conditions. 1.2 Where the context requires it, words denoting the singular shall mean the plural and vice versa. 1.3 Reference to clauses are references to clauses in these Terms and Conditions. 1.4 A party to these Terms and Conditions includes its successors or its permitted assignees. 2. Purchases 2.1 A Cardholder may make a Purchase using an Advance CFL makes to the Cardholder provided: the Cardholder is not in breach of the Card Terms and Conditions; and the proposed Advance plus the Cardholder s then Total Balance (as defined in the Card Terms and Conditions) does not exceed the Card Limit. 2.2 Subject to clauses 2.5 and 2.6, the Merchant will process Purchases through iq, an EFTPOS terminal or a web payment facility approved by CFL which accepts Card Not Present Transactions, as CFL directs and will ensure that: the Cardholder signs or authorises (using CFL approved procedures, including Cardholder PIN) the Q Card Voucher for each Purchase; and the Cardholder s signature appearing on the Card is consistent with the signature on the Q Card Voucher for Card present transactions and where the Purchase is processed as a Card Not Present Transaction, CFL s Card and identification requirements are followed. Where the Purchase is an Initial Purchase the Merchant will also provide CFL with the Supporting Documentation.
4 Where an Advance is made according to a Fixed Instalment or Flexi Payment Plan (excluding a Q EFTPOS Plan) the Merchant will provide CFL with a copy of the Q Card Voucher signed or authorised by the Cardholder. Where the Advance is made according to a Q EFTPOS Plan the Merchant will hold a copy of the Q Card Voucher signed or authorised by the Cardholder on CFL s behalf for such period as CFL specifies from time to time (and will provide a copy to CFL on request). 2.3 Upon the Merchant complying with clause 2.2, CFL will pay the Advance amount applicable to the Purchase (plus or minus any fees or commissions) to the Merchant in accordance with clause 3. This clause applies subject to clauses 5 and 6.1 and The Merchant will not issue GST invoices to CFL in respect of commissions owed by CFL to the Merchant or fees charged by the Merchant to CFL. Instead, CFL will generate IRD approved buyer-created tax invoices. CFL s GST registration number is CFL may, at its discretion and on providing written approval permit the Merchant to process a Purchase for a Cardholder without the: (a) Cardholder being present; or (b) Cardholder presenting the Card; or (c) Card being swiped through the Merchant s EFTPOS terminal to initiate the transaction In respect of all Card Not Present Transactions the Merchant acknowledges and agrees that: (a) by electing to process Card Not Present Transactions it accepts the increased risk of processing such transactions where the Cardholder s identity or authority may at a later time be disputed; (b) any authorisation obtained from CFL for the Card Not Present Transaction does not guarantee that the legitimate Cardholder is initiating or authorising the transaction or that the Card has not been stolen or fraudulently used; (c) it accepts all risks associated with processing a Card Not Present Transaction, including all costs, claims, losses, damages, expenses (including legal costs), liabilities (including penalties) or proceedings incurred by the Merchant or any other person arising out of a consequence of any Card Not Present Transaction; and (d) any dispute that the Merchant may have with any customer of the Merchant in respect of any Card Not Present Transaction made or initiated via the Merchant s website will be settled entirely between the Merchant and the customer. 3. Payments to Merchant 3.1 CFL will pay the Merchant the amounts referred to in clause 2.3 by direct credit to the Merchant s Bank Account within two Business Days following the day on which the Goods or Services purchased have been collected, installed or delivered and the Cardholder s right to cancel the Purchase and/or the Advance has expired), and CFL receives: (a) a copy of the correctly completed Q Card Voucher and any other documentation CFL requires (where the Advance is made according to a Fixed Instalment or Flexi Payment Plan (excluding a Q EFTPOS Plan)); or (b) confirmation of a successful point of sale approval record (where the Advance is made according to a Q EFTPOS Plan)
5 3.2 If a payment is mistakenly applied to the Merchant s Bank Account or made pursuant to an Advance which is subsequently cancelled by CFL, the Cardholder or the Merchant will immediately refund that payment failing which CFL may deduct such payment from the Merchant s Bank Account where a direct debit authority exists or effect an offset referred to in clause A Purchase may include other services (e.g. insurance) provided by third parties. Where the Advance includes an amount attributable for those services then the Merchant will immediately pay that amount onto the service provider. Should the Merchant pass this cost on to the Cardholder or CFL (either as part of the Advance or as a separate fee), the Merchant will not charge more than the actual amount paid by the Merchant to the third party for the services. Where provision of those services is reversed CFL may debit the Merchant s Bank Account where a direct debit authority exists or effect an offset referred to in clause Where any monies remain owing to CFL after Goods, the subject of any Q Card Voucher are sold by CFL (following Cardholder default) then the Merchant will pay CFL the unutilised share of any service or maintenance cost as may have formed part of that transaction. 4. Cardholder Payments 4.1 Any payments due to CFL which are paid to the Merchant in relation to any Advance are received by the Merchant as CFL s agent. 4.2 The Merchant will remit such payments without deduction to CFL as CFL requires. Meanwhile the Merchant will hold those payments on trust for CFL. 4.3 CFL may cancel the Merchant s authority to collect payments. Any such authority will immediately cease on the happening of any of the events specified in clause Any payments received by the Merchant after that authority has been cancelled will be held separately from the Merchant s own funds. 5. Chargebacks 5.1 An Advance will become a Chargeback if: (a) it is processed other than through iq or the Merchant s EFTPOS terminal (unless authorised according to clause 2.5); (b) it is a Card Not Present Transaction which has not been authorised by CFL; (c) it is initiated without the Cardholder having signed and/or received a copy of the Q Card Voucher, involves an obvious forgery of the Cardholder s signature, the Q Card Voucher is incomplete or illegible; (d) the Cardholder and/or the Merchant has not followed the Merchant Procedures for Card Not Present Transactions; (e) it is initiated through the use of a Card which a reasonable person would consider to be counterfeit; (f) it is one arising where the Merchant has failed to comply with clauses 2.2, 7.1, 7.2, 20.1 or 20.5; (g) it relates to a transaction which has been previously billed or processed by the Merchant either directly or through the use of a charge card or credit card (other than the Card);
6 (h) it is one which the Cardholder disputes, refuses to pay or acknowledge because Goods or Services the subject of the Purchase are claimed: (i) to be defective or inadequate; (ii) not to have been ordered, delivered or received; or (iii) not to be as promised by the Merchant; or (in the case of Goods) have been returned for any reason; (i) it is one where the Merchant has agreed to take back the Goods or reverse the Purchase for any reason; (j) it is one which has been processed by the Merchant contrary to any instruction, direction or authorisation given by CFL; or (k) the Merchant fails to provide a copy of the accepted Q Card Voucher to CFL when requested; or (l) it is one where the Merchant has processed a Card Not Present Transaction that is later found to be fraudulent or is disputed by the Cardholder. 5.2 If an Advance becomes a Chargeback the Merchant will repay CFL the Advance amount plus or minus any applicable charges to or payments made by the Cardholder upon demand. The Merchant authorises CFL to debit the Merchant s Bank Account where a direct debit authority exists with any Chargeback or otherwise effect an offset according to clause A Chargeback is not waived because CFL may have authorised a particular Purchase. 6. Offset 6.1 Where the Merchant has incurred any actual or contingent liability to CFL or a Related Company of CFL, CFL may offset such liability against any sum that would otherwise be due by CFL or a Related Company to the Merchant. 6.2 The Merchant cannot assign any credit balances with CFL or any Related Company of CFL. 7. Merchant s Undertakings 7.1 The Merchant undertakes and agrees that: (a) subject to clause 2.5, all Purchases will be processed via iq or EFTPOS (as CFL directs) using a Card in the presence of the Cardholder unless it is an Initial Purchase or an authorised Card Not Present Transaction; (b) it will not act (or fail to act) in any way which might give rise to any claim in respect of any Purchase under the Fair Trading Act 1986, the Credit Contracts and Consumer Finance Act 2003, the Privacy Act 1993 or the Consumer Guarantees Act 1993 or replacement legislation; (c) any amount stated in any Q Card Voucher as being the Advance amount is the price at which (at the time the Cardholder made the Purchase) the Cardholder could have purchased the Goods or Services for cash had the Cardholder been a cash buyer; (d) all Purchases will be processed according to CFL s Merchant Procedures (as amended from time to time) and otherwise as CFL instructs;
7 (e) the Merchant will honour all warranties and guarantees (whether under the Consumer Guarantees Act 1993 or otherwise) relating to each Purchase; (f) when CFL pays or credits the Merchant with Advance proceeds the Cardholder has not cancelled the Purchase; (g) it will only initiate Card Not Present Transactions for the purpose of a Cardholder purchasing the Merchants Goods and Services; (h) it will not process an Advance until after it has supplied the Goods or Services; (i) it will obtain, at a minimum, the following information in relation to all Card Not Present Transactions at the time of accepting the Cardholder s order: (i) the Card Number; (ii) the Cardholder name as it appears on the card; (iii) the Card expiry date; (iv) the Card CVV2 numbers (j) it will not store, use, sell, purchase, disclose or exchange any Cardholder information obtained by use of the Services for purposes other than the Services; (k) it will not initiate any transaction through use of the Services which is an Advance for the Merchant; (l) when CFL provides the Merchant with suggestions on how to reduce the risk of fraudulent transactions, CFL makes no representation on the effectiveness of those suggestions, nor in any way guarantees a reduction in or protection from fraudulent transactions; (m) it will follow best practice procedures to reduce likelihood of exposure to fraud, including but not limited to those set out in the Merchant Procedures; (n) it will provide CFL or its agent with reasonable access to inspect and/or examine the Merchant s accounts, records and procedures as they relate to these Terms and Conditions or to a transaction initiated by the Merchant using the Service. 7.2 The Merchant will not process a Q Card Voucher until any free trial period expires or in the case of a forward sale, until the Goods have been delivered or installed, or in the case of Services the Services have been provided, as the case may be. 7.3 The Merchant will retain such information as CFL specifies in the Merchant Procedures relating to Goods or Services purchased via the Card (and will provide that information to CFL on request). 8. Merchant Fees 8.1 A merchant service fee will apply to each Advance made to enable the Cardholder to purchase Goods or Services from the Merchant and may be either: (a) a charge payable by the Merchant to CFL; or (b) a commission payable by CFL to the Merchant, depending on the terms of the Plan to which the Advance relates. CFL will: (a) advise the Merchant as to the applicable merchant service fee from time to time; and
8 (b) debit or credit the merchant service fee (this may be by offset) CFL may vary the merchant service fee and in this respect clause 19.1 applies. 8.2 Subject to such limitations as CFL imposes from time to time the Merchant may: (a) decide which Plan type a Cardholder may access to make a Purchase; and (b) fix the terms applying to each Plan (e.g. interest rate/s, payment terms etc) provided that the interest rate applying to a particular Plan does not exceed the Standard Interest Rate (as defined in the Card Terms & Conditions). 8.3 The Merchant acknowledges and agrees that CFL may charge an administration fee, the amount of which will be notified to the Merchant from time to time for every Advance which is required to be cancelled and/or re-written, other than as a result of a Cardholder exercising his or her statutory or contractual rights to cancel an Advance or the Purchase of a Good or Service. 9. Indemnities The Merchant indemnifies CFL against any payments, expenses, damages, claims and losses CFL incurs arising out of or in connection with: (a) a breach by the Merchant of these Terms and Conditions; (b) the Merchant being found to have acted as CFL s agent without CFL s authority; (c) any dispute between the Merchant and the Cardholder; (d) any representation, statement or undertaking made by the Merchant or its representatives to a Cardholder; (e) any Court or Disputes Tribunal decision as may adversely affect CFL and which relates to any act or omission on the Merchant s part; (f) the Merchant failing to account to CFL for monies it receives on CFL s behalf; (g) any act of fraud committed or contributed to by the Merchant; or (h) the Merchant s acceptance of Card Not Present Transactions. Without limiting the foregoing the Merchant indemnifies CFL against any losses CFL incurs (including but not being limited to interest losses) in the case where the Merchant fails to notify CFL of delays in delivery of Goods or provision of Services (as the case may be) Purchased by a Cardholder. 10. Limited Agency The Merchant is not CFL s agent for any purpose except where the Merchant: (a) receives Cardholder payments on CFL s behalf or facilitates an Initial Purchase; (b) originates a Cardholder via iq, including performing customer due diligence in compliance with the Merchant Procedures. 11. Default Interest & Expenses 11.1 The Merchant will pay CFL all costs and expenses CFL incurs as a result of exercising its powers under these Terms and Conditions including actual legal costs on a solicitor-client basis.
9 11.2 If the Merchant fails to pay any amount due under these Terms and Conditions then the Merchant will pay CFL default interest calculated on a daily basis on the amount not paid from the due date until the date of payment at the rate that is the higher of 20% pa or 5% over the interest payable by the Cardholder under the applicable Plan. 12. Termination 12.1 This Agreement will continue until terminated by either party by not less than one month s written notice given to the other CFL may terminate this Agreement (or any part of it) without giving any prior notice to the Merchant should: (a) the Merchant (or any Related Company or Associated Person of the Merchant): (i) become insolvent or is unable to pay its debts as they fall due; (ii) have a receiver appointed over the whole or any part of its assets; (iii) be wound up; (iv) make any composition or arrangement with its creditors; or (v) cease or intend to cease trading; (b) the Merchant fail to pay any money to CFL when due; (c) the Merchant breach or fail to comply with any of these Terms and Conditions; (d) the Merchant, its employees or agents participate in or CFL has reasonable grounds to suspect that the Merchant or any of those parties has participated in any fraud against CFL, a Cardholder or any other payment facilitator; (e) the Merchant s ownership or effective control of the Merchant s business be transferred; (f) the Merchant be in default under any lease or license relating to any premises of the Merchant or CFL determines that the Merchant is using the Services for purposes other than those declared on the Merchant application form; (g) CFL reasonably determines that to continue to provide the Services the Merchant may damage CFL s reputation or CFL may suffer loss; (h) the Merchant have, in CFL s reasonable opinion, an excessive Chargeback or fraud to transaction ratio or the Merchant is involved in unacceptably high numbers of refunds to Cardholders Without limiting any of its rights CFL will be entitled to take, at the Merchant s cost, all steps it considers necessary to remedy any breach of these Terms and Conditions The termination of the facility and/or these Terms and Conditions will not affect any obligation, undertaking or indemnity incurred or given by the Merchant prior to such termination. To avoid doubt, CFL may deem an Advance to be a Chargeback despite the facility and/or these Terms and Conditions terminating, with the Merchant s obligations under clause 5.2 and clause 9 continuing notwithstanding The Merchant must return all CFL promotional material and forms upon the facility and/or these Terms and Conditions terminating. 13. Confidentiality The Merchant acknowledges that all information it or its officers or employees receive in the course of dealing with CFL and with
10 Cardholders and Cards is confidential. The Merchant will hold that information in the strictest confidence. The Merchant will not disclose any such information to any other party or use the information for its own benefit without CFL s prior written consent. 14. Notices A Notice is deemed to be sufficiently served or given if any one of the following methods is used: (a) it is delivered to a recipient personally; (b) it is left at the recipient s usual or last known residence, business or at an address specified for that purpose; (c) it is posted in a letter addressed to the recipient by name to that residence, business or address specified; (d) it is faxed or ed to the recipient at a facsimile number or an address specified by the recipient for that purpose A Notice sent by mail will be treated as having been received 48 hours after posting. A Notice sent by or facsimile will be treated as having been served immediately upon completion of sending (provided the sending account confirms delivery to the recipient or the sending facsimile machine produces a printout of time, date and uninterrupted transmission success record). 15. Promotional Material & Marketing 15.1 CFL will supply the Merchant with promotional material. The Merchant must submit all advertising and marketing that refers to or displays a Q Card logo or Plan to CFL for approval within the time periods notified and may only advertise or promote the Card in a manner approved by CFL The Merchant undertakes and agrees only to publish advertising and marketing materials that refer to or display a Q Card logo or Plan which comply with all applicable legislation, regulation or codes of practice If for any reason the Merchant does not obtain the approval of CFL to the use of its intellectual property, as referred to in this clause and CFL suffers any loss as a result, the Merchant agrees that it will indemnify CFL for such loss (including any costs, claims, expenses, losses, damages or fines) suffered or incurred by the Merchant The Merchant consents to the use of its name and/or logo in any Merchants list CFL publishes from time to time. 16. Force Majeure 16.1 CFL s ability to provide the services referred to in these Terms and Conditions is subject to goods and services necessary for the proper operation of Card facilities being available (such as electronic funds transfer services, telecommunications and electricity which are supplied by third parties). Should services of this kind be interrupted or be discontinued then CFL will have no liability to the Merchant CFL will not be liable to the Merchant should CFL be unable to carry out its obligations through any reason beyond its reasonable control including strikes, riots, acts of war or terrorism, fire, other natural disaster or through government action.
11 17. CFL S Liability Limits 17.1 Since the services described in these Terms and Conditions are supplied to the Merchant for business purposes, the Consumer Guarantees Act 1993 and the Credit Contract and Consumer Finance Act 2003 do not apply as between CFL and the Merchant All other warranties and representations implied by statute, law, custom or otherwise on CFL s part are excluded as between CFL and the Merchant to the extent that is lawful In no case will CFL be liable to the Merchant for any consequential or indirect loss the Merchant suffers through CFL failing to carry out its obligations under these Terms and Conditions If CFL is found to be liable to the Merchant in connection with anything (or a related series of things) arising from these Terms and Conditions then CFL s total liability (apart from payments due under Clause 3) is limited to $5, Privacy Merchant information includes information the Merchant provides to CFL and information CFL obtains about the Merchant from the way in which the Merchant uses the Services and from third parties, as described below. Merchant information may also include information about individuals within the Merchant s organisation and its corporate structure, including its owners, partners, directors and officers. That information will be held by CFL at its business premises and used for the following purposes: Verifying the identity of the Merchant, and individuals involved in its corporate structure; Assessing the Merchants credit worthiness from time to time; Administering and enforcing the Merchants relationship with CFL and its Related Companies; Updating and enforcing defaults; Maintaining credit records with CFL, Related Companies and external agencies (including credit reference agencies); Marketing goods and services provided by CFL, a Related Company or any other supplier nominated by CFL; Preventing and detecting fraud; and Planning, conducting market research, and carrying out transactional and statistical analysis. The Merchant authorises CFL to: obtain information about it and individuals within its corporate structure from other sources as CFL reasonably requires (including from credit reference agencies at application stage and from time to time during our relationship); and retain and use information about the Merchant and its relationship with CFL (including but not limited to repayment history, payment deferred, creditworthiness and credit history) and provide this information to Related Companies and external agencies for the purposes listed above (such information may be used in updating and maintaining credit reporting agency/ies files and databases, which are accessible to their customers).
12 Releasing Information CFL will hold Merchant information safely and securely however in order to provide CFL s services the Merchant agrees that CFL may release Merchant information: to its Related Companies for the purpose set out above; to its agents and other third parties who help CFL provide its services, meet its obligations and for the purposes set out above; credit reference agencies (this information may include without limitation repayment history, details relating to the Merchant account and payment defaults) who will hold Merchant information on their system to provide their services to third parties; to the Police, or any other Government or financial regulatory body who assists in the investigation, prevention and detection of crime; to any potential assignee; or when CFL is required to do so by law. Recording Any communications between the Merchant and CFL may be recorded for security, record keeping and training purposes. Where the information can be readily retrieved the Merchant will have access to it and will have the right to have their personal information corrected. Subject to the Privacy Act 1993 a fee for retrieval and correction may be charged. 19. General 19.1 CFL may vary these Terms and Conditions from time to time by giving written Notice of the variation to the Merchant. The variation will take effect from the date specified in the Notice. By processing Q Card Vouchers following such Notice the Merchant agrees to be bound by the variation These Terms and Conditions set out the terms governing the relationships between the Merchant and CFL. Upon the earlier to occur of CFL s acceptance of the Merchant s facility application or the Merchant s acceptance of a Purchase made by a customer, these Terms and Conditions will be binding on the parties These Terms and Conditions do not establish a partnership or joint venture between the parties CFL may assign any of its rights, interests and obligations under these Terms and Conditions. The Merchant can only assign or transfer its rights, interests or obligations under these Terms and Conditions with CFL s prior written consent Should there be inconsistency between these Terms and Conditions and the Merchant Procedures these Terms and Conditions will prevail No waiver of any breach or failure to enforce any provision of these Terms and Conditions at any time by any parties will affect, limit or waive the right of such party to subsequently require the other to observe these Terms and Conditions. 20. Initial Purchases 20.1 The Merchant warrants that it is aware of the statements made by the Applicant in the Application and any Supporting Documentation and believes after reasonable enquiry that: (a) such statements are correct;
13 (b) the Application and any Supporting Documentation have been completed and signed by the Applicant; (c) the Applicant completed the Application and Supporting Documentation freely and without being under any misconception encouraged by the Merchant; and (d) the Applicant understood the nature of the obligations being entered into CFL may make an Advance to allow the Applicant to make an Initial Purchase if CFL accepts the Application. Such Advance depends upon CFL verifying that none of the information supporting the Application has been misrepresented or provided fraudulently by the Merchant or its employees or agents. Verification will be completed before the Card is issued. Where CFL believes such information has been misrepresented or provided fraudulently, where the Merchant has not completed such Application verifications as CFL requires (where applicable) or where the Merchant has not complied with clauses 2.2 or 20.5 then CFL will not be required to pay the Advance amount to the Merchant according to clause In the case where CFL does not pay Advance proceeds to the Merchant in terms of clause 20.2 the merchant indemnifies CFL against any claims or losses CFL suffers through the Merchant recovering or attempting to recover the Goods The Merchant s obligations under these Terms and Conditions (including any separate guarantee) apply to Initial Purchases. Where these clauses apply the word Applicant substitutes for Cardholder The Merchant will immediately provide the Applicant with a copy of the Card Terms and Conditions, the Q Card Voucher, any information required by law due to the nature and type of transaction and how it is entered into and any other documentation CFL requires To avoid doubt nothing in this Agreement requires CFL to approve an Initial Purchase (or issue a Card to an Applicant). 21. iq 21.1 CFL may provide the Merchant with: (a) access to iq; (b) information in relation to credit assessment facilities provided by CFL to the Merchant (data) for use in association with iq Copyright in iq (and any predecessor system), any related manuals and all programmes enhancing iq remains with CFL alone Where applicable CFL grants the Merchant a non-exclusive, non-assignable license to use iq for the sole purpose of accessing and processing data The Merchant will not: (a) copy or allow the copying of iq or any part of it; (b) disclose or allow the disclosure of any data to any other party; (c) allow any other party access to iq The Merchant will keep all aspects of iq confidential Clauses 21.4 and 21.5 will survive the termination of these Terms and Conditions In return for CFL providing iq the Merchant will pay such charges relating to iq as CFL may from time to time determine CFL will not be liable to the Merchant for the correctness or otherwise of particular information supplied to the Merchant via iq.
14 22. Security Interest 22.1 The Merchant acknowledges and agrees that certain sums paid to or held by the Merchant under this agreement (including in respect to clauses 3.2 and 4.3) and to better secure the repayment of such sums to CFL, the Merchant agrees to provide CFL with a general security interest over all of its present and after acquired property. Accordingly CFL may register a security interest (as defined in the PPSA) over such property on the personal property securities register The Merchant agrees to: (a) do all things reasonably necessary to assist CFL to maintain perfection of its security interest, including by registration of a financing statement on the PPSR and to pay all applicable registration fees; (b) give CFL ten (10) Business Days prior written notice of any change in its name The Merchant waives its rights to receive a copy of any verification statement under the PPSA and agrees that as between the Merchant and CFL: (a) the Merchant will have no rights under (or by reference to) section 114(1)(a), 116, 120(2), 121, 125, 129, 131, 133 and 134; and (b) where CFL has rights in addition to those in Part 9 of the PPSA, those rights continue to apply. 23. Insurance 23.1 Where the Merchant has been approved to sell insurance on behalf of CFL or a Related Company, CFL or the Related Company will pay commission at the rate notified to the Merchant from time to time. The Merchant acknowledges that CFL may vary the rate on written notice Where the Merchant sells insurance it undertakes and agrees that it will not provide Cardholders with financial advice in relation to such products.
16 Effective from 1 May Q Card Business Support Address: Private Bag 94013, Auckland 2241 Telephone: (09) Freephone: Fax: (09) FPF /14