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GrowPay Terms of Use
1. Introduction and application of the Terms
1.1 How these Terms apply
These Terms apply to the GrowPay Platform and Services.
Please read these Terms carefully. You agree to the latest version of these Terms whenever you access and/or use the Platform or the Services. Before accessing the Platform, Services or creating an Account with us, you must read and understand these Terms.
You must ensure that any person who accesses and/or uses the Platform or the Services on your behalf is authorised to do so, and that they understand and agree to comply with these Terms on your behalf.
If you do not agree to these Terms, you must not create an Account and must cease using the Platform and Services immediately.
If there is any conflict between these Terms and any written or verbal communication between you and us, these Terms will take precedence.
Unless the context otherwise requires, capitalised words and phrases have the meaning set out in the Glossary and interpretation section (see clause 14).
1.2 Updates to the Terms
We may change these Terms by updating them on the Platform, in whole or in part, at any time.
We do not need to give you notice of changes (other than by updating them on the Platform) where the change is unlikely to have a materially negative impact on you.
Where a change is likely to have a materially negative impact on you, we will give you reasonable prior written notice in accordance with these Terms (see clause 13.1) where we are able to do so.
Unless stated otherwise, such changes take effect immediately. By continuing to access and use the Platform, you agree to be bound by the changed Terms.
We may not change any part of these Terms that relates to the Trustee without the Trustee’s prior consent.
If you don’t agree to any change to these Terms, you can stop accessing and using the Platform, and you can let us know if you want to terminate your Account (see clause 12.1).
2. Your Account
2.1 Registering an Account
To access and use most of the functionality of the Platform and Services, you must apply to create an Account in accordance with the requirements of the Platform and these Terms.
You acknowledge that your Account may not be immediately activated on submitting your application. Once your Account has been activated, you may use the Services. Subject to applicable law, we may decline to open an Account in our discretion.
It is free to create an Account. You are responsible for the confidentiality and security of your Account (including your password). You must immediately notify us if you become aware of any unauthorised access to your Account or suspect it has been subject to a security breach.
2.2 Eligibility
You can create an Account and use the Platform and our Services only if you meet, and continue to meet, the following criteria:
(a) be resident in New Zealand or present in New Zealand at the time you access the Platform or apply to open an Account on the Platform;
(b) be resident in New Zealand for Tax purposes;
(c) be at least 18 years old;
(d) have and continue to have a bank account with a New Zealand registered bank;
(e) have and continue to have a valid email address and password;
(f) provide accurate, complete and truthful information as required by us for any reasonable purpose, including Account opening and AML/CFT requirements; and
(g) consent to us contacting you about your Account (including to verify the Personal Information that you have provided to us in your Account) or the Services.
Eligibility criteria or account-operating criteria may also apply for anyone you authorise to access and/or use the Platform or the Services on your behalf.
2.3 Suspension or termination of an Account
We may suspend or terminate your Account at any time if we consider, acting reasonably, that you are in breach of these Terms or any other applicable terms (including the separate Card Terms (GrowPay Prepaid Card)) in a material respect or using the Platform to engage in any form of illegal, illegitimate, unethical or offensive conduct (such as money laundering or fraud), or where we are required to do so to meet our legal requirements. Please also refer to clause 12 below.
2.4 Information about you
(a) You authorise us, or third parties we may use, to take necessary steps to validate and authenticate your Account opening information, and any other information you provide to us, including for the purposes of complying with AML/CFT requirements.
(b) If we are not satisfied, acting reasonably, with the outcome of such enquiries, we may (subject to appliable law) terminate your Account immediately, refuse to let you create such an Account or take any other action necessary to comply with any applicable legislation or regulation or if required by one of our regulatory bodies.
(c) If your information changes at any time, you must notify us immediately.
(d) For more information on our collection, use and storage of Personal Information, please see our Privacy Policy and Consumer Information pages.
3. The Platform and the Services
3.1 How does the Platform work?
The Platform enables you to access (e.g. apply for) financial products and services provided by third parties. Creating an Account also grants you a prepaid payment facility (digital wallet) which is linked to one or more GrowPay prepaid cards (see the separate Card Terms (GrowPay Prepaid Card)). The Platform provides a digital interface to us – including access to transaction information and messaging functionality.
The Platform will generally be available 24 hours a day, 7 days a week. We will use reasonable care and skill in providing the Platform, but (subject to applicable law) we do not assume any responsibility for any issues that arise if all or part of the Platform becomes unavailable from time to time for maintenance or other reasons.
3.2 Your instructions
We (or the Trustee) will only act within the parameters of your instructions received via the Platform or in writing. We (or the Trustee) may act on any instructions that we reasonably believe to be given by you or by an authorised person on your behalf with your Account and user details, without needing to validate the authenticity, completeness, and/or accuracy of such instruction or information.
3.3 Your money is held on trust
The Trustee will hold the money in your Account on bare trust for you in accordance with the declaration of trust and these Terms. This means that the Trustee holds the legal title to the money in your Account, but you remain the ultimate beneficial owner. The Trustee can only deal with the money in your Account in accordance with these Terms and any other applicable terms (including the separate Card Terms (GrowPay Prepaid Card)) or as otherwise directed by you or on your behalf (or as required by law). The Trustee has no independent power, discretion or responsibility in connection with the money in your Account, and the Trustee does not owe you any other duties or obligations (other than the obligation to hold the money in your Account on bare trust for you).
You acknowledge and agree to the following:
(a) The money in your Account may be held in ‘pooled accounts’, which means your money may be held in account(s) in the name of the Trustee along with the money of other people using the Services. However, the Trustee will, at all times, keep detailed records of money, so that your beneficial entitlement to the money is separately identifiable.
(b) You instruct and authorise the Trustee to act in accordance with your instructions given in relation to your Account. You agree that all instructions given via the Platform or these Terms in relation to the application of the money in your Account, and all other information given to us about your Account, may be given to and used by the Trustee for these purposes, and the Trustee may:
(i) deduct any fees or other charges or amounts you owe to us from your Account, and to pay those amounts to us; and
(ii) suspend, limit, restrict or terminate your Account in accordance with clause 12 (and does not have to deal with the money in your Account if a transaction is otherwise restricted or prohibited under these Terms).
(c) Once any amount of money has been withdrawn from your Account as contemplated by these Terms, it is no longer trust property.
3.4 Withdrawing money from your Account
You may request to return money to your designated Account at any time. While we do not charge you any fees for paying out to your designated bank account, we cannot guarantee that banks or other service providers involved in processing your withdrawal request will not.
Currently, the maximum withdrawal per day is $10,000 unless otherwise agreed with us. Where we consider it is reasonably necessary due to, for example, restrictions in the technology (including third party protocols) we use, we may impose additional restrictions on the maximum daily amount that can be paid out to your designated bank account. We reserve the right to change this threshold without prior notice to you where we reasonably need to do so but will publish any such restrictions on our Platform.
We are not responsible for any delays by banks or other service providers in relation to the transfer of money from your Account to your designated bank account.
4. Your obligations
4.1 Obligations
When you access and use the Platform and our Services, you agree that you will:
(a) comply with and use the Platform and our Services in accordance with these Terms;
(b) comply at all times with all applicable laws, including cooperating, assisting and providing information to us in relation to such compliance when we request;
(c) act in good faith towards us and other users at all times;
(d) keep your Account username and password secure, confidential, and protected from misuse;
(e) immediately notify us if you become aware of any disclosure or unauthorised use of your user details, by sending an email to support@growpay.io;
(f) not infringe the rights of any person or entity, including any Intellectual Property Rights, privacy and/or contractual rights;
(g) not interfere with or attempt to impair our computer systems or transmit software, viruses, worms or other harmful files, code or malware;
(h) not use a robot, spider, scraper or other unauthorised means to access the Platform or extract data or any content shown on the Platform;
(i) not reverse engineer any aspect of the Platform, or attempt to gain any unauthorised access to any part of the Platform, including attempting to gain access to another person's Account;
(j) not use the Platform and/or the Services to engage in any restricted, unethical, or illegal activities (whether illegal in New Zealand or where you are located);
(k) not do anything else that may interfere with or negatively affect the operation of our Platform, the Services or other users’ use and enjoyment of the Services and/or the Platform; and
(l) only use the Platform and the Services for lawful business purposes.
4.2 Representations and warranties
When you access and use the Platform and our Services, you agree that you represent and warrant to us on a continuing basis that:
(a) you will provide true, current and complete information (including your contact details) in all of your dealings with us;
(b) you are the beneficial owner of the Account, and no one else has rights of any kind over the amounts (including security interests) in the Account; and
(c) you will not be in breach of or infringe any provisions of any existing arrangements to which you are a party to by agreeing to these Terms.
5. Fees
(a) You are responsible for any third-party fees, costs or expenses you incur in relation to receipt of our Services.
(b) When you use the Platform, you agree to pay us the fees set out above or otherwise advised to you when you use our Services. We may change our fees, or introduce new fees, from time to time by giving you notice (which may be by publishing details on our Platform) in accordance with clause 1.2 above.
(c) If amounts are outstanding by you, you agree that we can do either one, or a combination of, the following:
(i) deduct the money you owe us from your Account; or
(iii) take legal action against you to recover any debt and any reasonable costs and expenses we incur in recovering the debt.
6. Disclaimers
We will use reasonable care and skill in providing the Platform and the Services. However, so long as we have used reasonable care and skill in the circumstances, and subject to applicable law, have no liability or responsibility to you or any other person for any Loss in connection with:
(a) the Platform being unavailable (in whole or in part) or performing slowly;
(b) any error in, or omission from, any information made available through the Platform;
(c) 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 Platform; and
(e) any site linked from the Platform. Unless otherwise expressly stated, any link on the Platform to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
Subject to applicable law, we make no representation or warranty that the Platform is appropriate or available for use in all countries or that the content satisfies the laws of all countries.
To the extent permitted by law, but without limiting our obligation to use reasonable care and skill in providing the Platform and the Services:
(a) the Platform is provided on an “as is” and “as available” basis without any warranties or conditions of any kind, either express or implied;
(b) we make no warranty that the Platform will meet your requirements, will be available on an uninterrupted and error free basis, or will be accurate, reliable, or complete; and
(c) you acknowledge and accept that the Platform may be temporarily unavailable from time to time for maintenance and upgrade purposes.
We are not (and the Trustee is not) a licensed financial advice provider. Any information on the Platform is provided for general information purposes only and does not constitute a recommendation or opinion about any financial product or service (it is not financial advice for the purposes of the FMC Act). Nor do any statements on the Platform consider your personal financial circumstances and goals.
We are not (and the Trustee is not) a registered bank nor a licensed non-bank deposit taker. We are not (and the Trustee is not) the offeror, issuer, supervisor or manager of offer of any Financial Products available via the Platform for the purposes of the FMC Act. The Platform is not provided under a market services licence for the purposes of the FMC Act.
To the extent permitted by law, but without limiting our obligation to use reasonable care and skill in providing the Platform and the Services, your access to and use of the Platform is entirely at your own risk. Other than in respect of the rights and remedies available to consumers under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, the FMC Act or other applicable law, to the maximum extent permitted by law, we are not responsible or liable for any direct, indirect, incidental, consequential, or special damages or loss incurred or suffered by you or any other person, arising out of or connection with, your access to, or use of, the Platform or anything available through the Platform.
Subject to applicable law, it is your responsibility to obtain all information and advice that you need to fully understand the risks of using the Platform.
In this clause 6, “we, us, our” includes the Trustee.
7. Intellectual Property
(a) We (and/or our suppliers and licensors to the extent relevant) own all proprietary and Intellectual Property Rights in the Platform and the Underlying System used in providing our Services. Nothing in these Terms transfers any of our rights or interests in or to such Intellectual Property Rights to the you or any third party.
(b) When using this Platform and/or the Services, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use those software, tools or applications only as required for your use of the Platform and the Services and as expressly permitted in these Terms.
(c) You must not use, reproduce, store, publish, adapt, communicate to the public, distribute to third parties, amend, create derivative works from any part of the Platform or the Services without our prior written consent or otherwise do anything that would infringe our Intellectual Property Rights in the Platform.
(d) References on the Platform to any companies, products, services, branding, offers or other information, by trade name, trademark or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us or the respective trademark owner.
(e) You acknowledge and confirm that any improvement, modification or development of our Intellectual Property Rights arrived at through access to your information or feedback (New IP) will be owned exclusively by us, and nothing in these Terms grants you any rights to our technology or other Intellectual Property Rights.
(f) If, despite clause (a) above, you own any Intellectual Property Rights in New IP, you grant us a non-exclusive, royalty free, perpetual, irrevocable, worldwide, transferrable and sub licensable right to use such Intellectual Property Rights without restriction.
(g) We reserve all right, title and interest not expressly granted under this licence to the fullest extent possible under applicable laws and you agree to do anything necessary, including executing any documents, to give full effect to this clause 7.
8. Liability
8.1 Force majeure
No party shall be liable for any failure or delay in complying with any obligation imposed on that party under these Terms if:
(a) the failure or delay arises, directly or indirectly, from a cause beyond that party's control and not due to the fault or inconsistency, or intentional actor omission of that party;
(b) that party, on becoming aware of the cause, promptly notifies the other parties in writing of the nature and expected duration of the obligation affected by the cause; and
(c) that party uses best endeavours to:
(i) mitigate the effects of the cause on that party's obligations under these Terms; and
(ii) perform that party's obligations under these Terms on time despite the cause,
but nothing in this clause shall excuse a party from any obligation to make a payment when due under these Terms.
8.2 Your rights
Where you are a ‘consumer’ for the purposes of the Consumer Guarantees Act 1993, nothing in these Terms limits or excludes your consumer guarantees and remedies pursuant to that legislation. Nothing in these Terms is intended to limit any rights or remedies pursuant to the Fair Trading Act 1986 or the FMC Act.
9. Auditing and monitoring
To manage compliance with these Terms and any law or requirement by any authority, we reserve the right (subject to our Privacy Policy and applicable law) to:
(a) review, audit and monitor (manually or through automated means) your use of the Platform and/or the Services; and
(b) access, collect, preserve or disclose information about your use of the Services and/or the Platform (including your communications and content you submit) as is necessary to:
(i) comply with any legal process;
(ii) enforce these Terms;
(iii) respond to any claims or complaints about any content you submit, or act or omissions by you;
(iv) respond to your customer service requests; and
(v) protect the rights, property, safety of us, any user or the public.
10. Privacy
Any Personal Information collected, processed, stored and used by us in connection with our Services or the Platform will be handled in accordance with the Privacy Act 2020, these Terms and our Privacy Policy. These Terms should be read in conjunction with the Privacy Policy.
11. Dispute resolution
(a) For any questions or complaints about our Platform or the Services, please contact us at support@growpay.io. Upon receiving your written complaint, we will acknowledge your complaint by email within 5 Business Days of receiving it.
(b) We will aim to undertake our review of your complaint and send any findings to the email address with which you sent the complaint.
(c) As registered financial service providers, we are members of an approved dispute resolution scheme. You can also direct your complaint to Financial Services Complaints Limited at:
Financial Services Complaints Limited, PO Box 5967, Wellington 6145 or call 0800 347257 or email info@fscl.org.nz
(d) Grow Pay's registration on the New Zealand register of financial service providers or membership of the Financial Services Complaints Limited scheme does not mean that GrowPay is subject to active regulation or oversight by a New Zealand regulator.
12. Termination and suspension
12.1 Termination
You may terminate your Account by giving not less than [5] Business Days’ notice via the Platform, or via email at support@growpay.io .
If you terminate your Account, we will arrange for the value of your Account (less any fees and charges owing to us) to be paid to you in NZD (subject to clause 12.2 below).
We may terminate these Terms and cease to provide the Services and the Platform if we cease to conduct business or undergo an insolvency event, meaning (for example) that we become unable to pay our debts as they fall due, or a statutory demand is served, a liquidator, receiver or manager (or any similar person) is appointed, or any insolvency procedure under the Companies Act 1993 is instituted or occurs.
12.2 Breach of terms
Without prejudice to any other right or remedy available to us, if we consider, acting reasonably, that you have breached these Terms or any other applicable terms (including the separate Card Terms (GrowPay Prepaid Card)) in a material respect or have used the Platform to engage in any form of illegal, illegitimate, unethical or offensive conduct (such as money laundering or fraud), or where we are required to do so to meet our legal requirements, we may (as reasonably necessary) suspend, limit, restrict or terminate your access to the Platform (or any part of it) with immediate effect, at any time, by giving written notice to you.
In the event of a suspension, limitation or restriction, we will use reasonable endeavours to restore your access to the Platform and Services, including your Account, within 14 days of you demonstrating to us, acting reasonably, that the reason for such suspension, limitation, or restriction no longer exists.
12.3 Suspension, limitation, restriction and termination
If your Account is suspended, limited, restricted or terminated:
(a) we will use reasonable endeavours to notify you of the suspension, limitation or restriction;
(b) we are not obligated to, but may at our discretion, complete any pending or processing transactions at the time of suspension, limitation, or restriction;
(c) unless we agree otherwise with you in writing, we may deduct any applicable fees from your Account;
(d) we will not refund any part of any fees or charges already incurred (including any applicable fees); and
(e) you must immediately cease using the Platform and must not attempt to gain further access.
If GrowPay ends up holding any money that becomes unclaimed money, we may account for that money under the Unclaimed Money Act 1971.
13. General
13.1 Notices and Written Communications
You can notify, contact or email us at support@growpay.io. We may provide you with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication on the Platform or through the Services.
13.2 Waiver
A failure by us to enforce any provision of these Terms will not constitute a waiver for such provision. For us to waive a right under these Terms, the waiver must be in writing.
13.3 Assignment
You must not transfer, novate or assign your rights and obligations under these Terms without our prior written consent. Subject to applicable law, we may transfer any of our rights and obligations under these Terms in whole or in part to anyone.
13.4 Severability
If any provision of these Terms is held to be invalid, unenforceable or illegal for any reason, that provision must be read down to the extent necessary to preserve its operation. If it cannot be read down it must be severed, and the remaining parts of these Terms will remain in full force and effect.
13.5 Survival
Any provision by its nature intended to survive termination of these Terms survives termination of these Terms.
13.6 Reliance
The Trustee may rely on these Terms for the purposes of the Sub-Part 1, Part 2 of the Contract and Commercial Law Act 2017.
13.7 Governing law and jurisdiction
These Terms will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
14. Glossary and interpretation
14.1 Definitions
In these Terms, unless the context requires otherwise:
Account means your account registered with us in order to use the Platform.
AML/CFT means requirements under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and associated regulations.
Business Day means any day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.
Consumer Information means the consumer information designated page as such by GrowPay from time to time and available at https://www.growpay.io/consumer-information
Dollars, NZD, and $ means the lawful currency of New Zealand.
Financial Products has the meaning given to that term under the FMC Act and includes, but is not limited to, loans, bonds and interests in managed funds.
FMC Act means the Financial Markets Conduct Act 2013.
GrowPay, we, us and our means Growpay Limited.
GST means goods and services tax chargeable under the Goods and Services Tax Act 1985.
Intellectual Property Rights means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including rights in code and software), database rights, rights in confidential information, our brand, goodwill and any other intellectual property rights whatsoever, irrespective of whether such intellectual property rights have been registered or not, which may subsist in any part of the world.
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.
Personal Information means information about an identifiable, living person.
Platform means the website growpay.io, and any other website operated and maintained by us for the Services and includes any software, mobile or web application we make available to you to enable you to access the Services using mobile devices.
Privacy Policy means the policy designated as such by GrowPay from time to time and available at https://www.growpay.io/privacy-policy
Services means the performance by us and the Trustee of activities in relation to the Platform and any other activities for which we or the Trustee may need to interact with you.
Tax means:
(a) all forms of taxes (whether direct or indirect), duties, charges, imposts, withholdings, deductions, rates and the equivalent government charges or levies by or under whatever act or statute imposed or levied or charged or required to be withheld (collectively and individually taxes), whether in New Zealand or elsewhere; and
(b) all interest, penalties or fines, related to, or arising in connection with the imposition or non or late or underpayment of such taxes.
Terms means these terms of use (as amended from time to time).
Trustee means GrowPay Nominees Limited.
Underlying System means any network, system, software, data or material that underlies or is connected to the Platform.
You and your means the individual(s) or entity that applies to become, and is accepted as, a GrowPay customer (and in whose name we register an Account).
14.2 Construction
In the construction of these Terms, unless the context requires, any reference to:
(a) Business Days: anything required by these Terms to be done on a day which is not a Business Day may be done effectually on the next Business Day.
(b) Headings: headings appear as a matter of convenience and do not affect the construction of these Terms.
(c) Documents any document, including these Terms, includes a reference to that document as amended or replaced from time to time.
(d) including and similar words do not imply any limitation.
(e) person includes a reference to an association of persons, an individual, natural person, company, limited partnership, body corporate, body politic, firm, joint venture, association (whether incorporated or unincorporated), trust, or governmental or regulatory agency or authority, whether or not having a separate legal personality.
(f) parties: a party to these Terms, or any other document or arrangement, includes that party’s executors, administrators, substitutes (including persons taking by novation), successors and permitted assigns.
(g) GST: any amounts referred to in these Terms exclude GST unless otherwise stated.
(h) Headings: headings and the table of contents will be ignored in constituting these Terms.
(i) General references: a reference to a gender includes each other gender; the singular includes the plural and vice versa.
(j) Statutes: a statute, or statutory provision, or order or regulation made under it includes that statute, provision, order or regulation as amended, modified, re-enacted or replaced from time to time (whether before or after the date of these Terms) and to any previous statute, statutory provision, order or regulation amended, modified, re-enacted or replaced by that statute, provision, order or regulation.