Merchant Agreement

2.1 Services Overview

Tapara provides a technology platform enabling you to accept payments via the Tapara app, manage loyalty programmes, and access customer analytics. The platform includes NFC-based check-in, bill builder tools, payment request flows, and loyalty management.

Tapara is not a bank or payment processor. We provide technology that facilitates payment instructions between consumers, you, and third-party Payment Providers. Tapara does not hold, receive, process, or transmit any funds when facilitating a Supported Transaction and is not liable or responsible to you, or any other person, for such funds.

2.2 Payment Providers

All payments are processed by third-party Payment Providers. You must comply with the terms of each Payment Provider you use:

• Open banking provider: Bank-to-bank payments via open banking.

Tapara is not a party to your agreements with Payment Providers and is not responsible for any Payment Provider’s errors, omissions, defaults, failures, or delays.

2.3 Settlement

Settlement of Supported Transactions occurs in accordance with the applicable Payment Provider’s terms and schedules:

• Bank payments: Funds settle directly to your linked bank account per your bank’s standard processing times.
• Cash: You receive cash directly from the consumer.

Tapara does not guarantee settlement of Supported Transactions.

2.4 Non-Exclusive

The Services are provided on a non-exclusive basis. Nothing in this Agreement prevents Tapara from providing the Services to any other person, including your competitors.

3.1 Supported Methods

Tapara supports the following payment methods:

• Bank payments (open banking, bank-to-bank)
• Cash (merchant confirms receipt in app)

3.2 Method Availability

Tapara may add, suspend, or remove payment methods from time to time. We will provide reasonable notice where practicable before removing a payment method.

4.1 Transaction Fees

• Bank payments: 0% at launch. Tapara reserves the right to introduce transaction fees for bank payments with at least 30 days’ written notice.
• Cash: No fees.

4.2 Platform Fee

The Platform Fee is a percentage of your processed volume through Tapara, as published in your Tapara merchant dashboard. Your first three months on the platform are free, with all features accessible. Platform Fees are billed monthly.

4.3 Fee Changes

Tapara may change Platform Fees with at least 30 days’ written notice. If you do not agree with a fee change, you may terminate this Agreement under section 13.

4.5 GST

All fees are exclusive of GST unless stated otherwise.

5.1 Registration

To access the Services, you must register a merchant account through the Tapara app. We are not obliged to accept all registrations and may decline registrations in our sole discretion.

5.2 Information

You must provide accurate, current, and complete business information during registration and keep it up to date, including:

• Business name, category, and description
• Bank account number (for receiving payments)
• Contact details

5.3 Bank Account

You must provide a valid New Zealand bank account number for receiving payments. By providing your bank account details, you confirm that you are authorised to use that account for this purpose. Tapara verifies your bank account through open banking authentication, which returns the bank-confirmed account holder name and account number.

5.4 Verification

Tapara may verify your identity, business details, and bank account information for fraud prevention and platform integrity purposes. You agree to provide any information reasonably requested for this purpose.

6.1 Lawful Use

You must use the Services only for genuine, lawful transactions where you are the actual provider of the goods or services being sold. You must comply with all applicable New Zealand laws, including the Consumer Guarantees Act 1993, Fair Trading Act 1986, and any applicable tax obligations.

6.2 Product and Service Quality

You are solely responsible for the nature, quality, legality, and delivery of any goods or services you provide to consumers through the Tapara platform.

6.3 Pricing

You must set accurate prices and payment request amounts. You must not use the Services to charge consumers for goods or services they have not agreed to purchase.

6.4 Customer Service

You are responsible for handling all customer service enquiries, complaints, returns, and disputes with your consumers. Tapara is not a party to transactions between you and your consumers.

6.5 NFC Tag Security

You are responsible for the physical security and placement of any NFC tags used in connection with the Services at your premises. You must ensure that NFC tags are securely affixed, regularly inspected, and not accessible for tampering by unauthorised persons. Tapara is not liable for any loss, incorrect check-in, misdirected payment, or fraudulent loyalty credit arising from NFC tag tampering, cloning, relocation, or replacement by any person. If you become aware that an NFC tag has been compromised, you must notify Tapara immediately at enquiries@tapara.co.nz.

6.6 Refunds

You must process refunds in a timely manner:

• Bank payment refunds: Issue directly via your own bank transfer to the consumer.
• Cash refunds: Handle directly with the consumer.

6.7 Tax

You are responsible for all taxes and charges applicable to your business, including GST, income tax, and any other obligations. Tapara does not provide tax advice.

6.8 Content Standards

All content you publish or submit through the Tapara platform — including your business name, description, menu items, bill line items, bundle names and descriptions, loyalty programme tier names, and any images or logos — must comply with the following standards. Your content must not:

• Be obscene, offensive, threatening, abusive, hateful, discriminatory, or otherwise objectionable.
• Be misleading, deceptive, or likely to deceive consumers about the nature, quality, or price of your goods or services.
• Infringe any third party’s intellectual property rights, including copyright, trademark, or other proprietary rights.
• Contain personal information about any person without their consent.
• Violate any applicable New Zealand law or regulation, including the Fair Trading Act 1986 and the Harmful Digital Communications Act 2015.

You grant Tapara a non-exclusive, royalty-free, worldwide licence to use, display, reproduce, and distribute your content solely for the purpose of operating the platform and providing the Services. You represent and warrant that you own or have the necessary rights and licences to all content you submit, and that your content does not infringe any third party’s rights.

Tapara may, at its sole discretion, remove, edit, or disable access to any content that we reasonably believe violates these standards, without prior notice to you. Removal of content does not limit any other rights or remedies available to us under this Agreement.

6.9 Staff Accounts

You may add staff members to your merchant account. You are responsible for all actions taken by your staff through the Tapara platform, including payments processed, bills created, refunds issued, and content published. You must ensure that all staff members comply with this Agreement and the Terms of Service. Tapara is not responsible for any loss or damage arising from the actions of your staff. You must promptly remove staff members who are no longer authorised to act on your behalf.

6.10 Prohibited Activities

You must not:

• Process transactions where you are not the actual provider of the goods or services.
• Use the Services for money laundering, terrorist financing, or any unlawful purpose.
• Create artificial, fictitious, or circular transactions to manipulate loyalty programme metrics, tier progression, spend thresholds, platform analytics, or any other platform feature.
• Circumvent payment limits, security measures, or any technical restrictions.
• Interfere with the Services, other accounts, or Tapara’s infrastructure.
• Share your account credentials or allow unauthorised access.
• Process transactions for prohibited business categories as notified by Tapara or a Payment Provider.

6.11 Prohibited Business Categories

Tapara may refuse or terminate merchant registrations for business categories that present unacceptable legal, regulatory, reputational, or fraud risk. Without limitation, the following categories are prohibited:

• Illegal goods or services under New Zealand law.
• Firearms, weapons, or ammunition.
• Adult content, adult entertainment, or escort services.
• Controlled substances, including recreational drugs and drug paraphernalia.
• Gambling, gaming, or lottery services (unless licensed under New Zealand law).
• Counterfeit, pirated, or stolen goods.
• Multi-level marketing, pyramid schemes, or Ponzi schemes.
• Any category prohibited by a Payment Provider.

This list may be updated from time to time. Tapara will notify you if your business category becomes prohibited after your registration.

7.1 Your Programme

Tapara provides the technology infrastructure for loyalty programmes. You design and operate your own programme, including tier names, progression rules, and benefits. You are responsible for the content of your programme and the delivery of any benefits.

7.2 Automatic Benefits

Structured benefits (percentage discounts, fixed discounts, free item vouchers) are applied automatically by the Tapara platform based on your configured rules. Custom benefits (such as priority seating) must be delivered by you at your discretion.

7.3 Programme Changes

You may modify or discontinue your loyalty programme at any time. Changes affect future transactions. Consumer membership data (visits, spend, tier status) is accessible through the platform.

7.4 Vouchers

Vouchers you issue through the loyalty programme are your responsibility. They represent an entitlement to goods or services from your business, not a stored monetary value. Tapara manages the software infrastructure for voucher issuance and redemption but does not issue the vouchers itself.

8.1 Your Products

Bundles are prepaid products that you create and sell to consumers through the Tapara platform. You determine the product, price, quantity, and expiry. You are the issuer and are solely responsible for honouring the bundle.

8.2 Tapara’s Role

Tapara facilitates the purchase and redemption of bundles through the platform. Tapara does not hold the prepaid value and is not responsible for the delivery of the goods or services represented by the bundle.

8.3 Expiry

Bundle expiry dates must comply with the Gift Cards and Consumer Contracts Act 2024, which requires a minimum 3-year expiry for gift cards and vouchers.

9.1 Data Handling

Your use of the Services is subject to the Tapara Privacy Policy. You acknowledge that Tapara collects transaction data, business information, and customer interaction data in connection with the Services.

9.2 Consumer Data

Consumer personal information (first name, tier status, visit history, transaction history with your business) is shared with you through the platform to facilitate the consumer relationship. You must comply with the Privacy Act 2020 in handling this information. You must not use consumer data obtained through Tapara for purposes unrelated to your business relationship with that consumer.

9.3 No Sale of Data

Tapara does not sell personal information to third parties.

9.4 Data Sharing with Providers

Tapara may share your data with Payment Providers as required for the provision of the Services.

10.1 Tapara’s IP

All intellectual property rights in the Tapara platform, app, APIs, brand, and related materials are owned by Tapara Limited. You are granted a limited, non-exclusive, non-transferable, revocable licence to use the platform for your business operations on Tapara.

10.2 Restrictions

You must not reproduce, modify, reverse-engineer, decompile, distribute, sublicence, or create derivative works from any part of the Services without our prior written consent.

10.3 Brand Use

You may use the Tapara name and logo only to identify yourself as a participating merchant, in accordance with any brand guidelines we provide.

10.4 Representations About Tapara

You must not make any false, misleading, or unverified claims about Tapara, its regulatory status, security, or services in your own marketing, signage, communications, or dealings with third parties. Without limitation, you must not represent that Tapara is a bank, payment processor, financial institution, or government-regulated entity, or that payments through Tapara are “guaranteed” or “insured.” Any promotional material referencing Tapara must be factually accurate and consistent with Tapara’s own published descriptions of the Services.

12.1 Limitation of Liability

To the maximum extent permitted by law, Tapara is not liable for losses you or any third party suffer as a result of or in connection with:

• Your access to or use of the Services in breach of this Agreement.
• Acceptance, non-acceptance, or delay in Supported Transactions not caused by us.
• Erroneous or fraudulent transactions by your consumers.
• Acts or omissions of any Payment Provider, bank, or consumer.
• Delays, failures, or errors in payment processing caused by third-party systems, bank outages, or network issues.
• Loss of revenue, customers, or data arising from service interruptions.
• Bugs, viruses, or other harmful code transmitted through no fault of ours.
• Hacking, tampering, or other unauthorised access or use of the Services.
• Errors, inaccuracies, omissions, or losses in or to any data provided to us.

12.2 Exclusion of Consequential Damages

To the maximum extent permitted by law, Tapara is not liable to you for any indirect, consequential, exemplary, punitive, special, or incidental damages, including loss of profit, revenue, savings, business, use, data, or goodwill, however arising, even if we are aware of the possibility of such damage.

12.3 Exceptions

Sections 12.1 and 12.2 do not limit or exclude liability for Tapara’s fraud, dishonesty, wilful default, or deliberate breach of this Agreement. Nothing in this Agreement limits or excludes liability that cannot be limited or excluded under New Zealand law.

12.4 Indemnity

You indemnify and hold harmless Tapara Limited, its directors, employees, and agents from and against all claims, losses, damages, liabilities, and expenses (including reasonable legal fees) arising from:

• Your breach of this Agreement.
• Your use of the Services in violation of applicable law.
• Any dispute between you and a consumer regarding goods, services, refunds, or quality.
• Any third-party claim arising from your business operations on Tapara.
• Any claim that content you submitted to the platform (including images, logos, names, or descriptions) infringes a third party’s intellectual property or other rights.
• Any actions taken by your staff through the platform.

This indemnity does not apply to the extent that losses arise from Tapara’s fraud, dishonesty, wilful default, or deliberate breach.

13.1 Term

This Agreement is effective from the date you first access the Services and continues until terminated.

13.2 Your Termination

You may close your merchant account at any time from the Admin tab in the Tapara app or by contacting enquiries@tapara.co.nz.

13.3 Tapara Termination

Tapara may terminate this Agreement:

• With 30 days’ written notice for any reason.
• Immediately if you commit a material breach of this Agreement or engage in unlawful or fraudulent activity.
• Immediately if required by law, regulation, court order, or a government agency.

13.4 Suspension

Tapara may suspend or restrict your access to the Services if:

• You breach this Agreement or applicable law.
• We reasonably suspect fraudulent, unlawful, or suspicious activity.
• We are required to do so by law or a government agency.
• Your bank account is suspended or restricted.
• Your actions pose a risk to Tapara, consumers, or the integrity of the platform.
• You have not responded to communications for a period we consider reasonable.
• Platform Fees remain unpaid.

We will notify you of any suspension where we are legally permitted to do so.

13.5 Effects of Termination

Upon termination:

• You must cease accepting Tapara transactions and stop processing new Supported Transactions.
• Outstanding Platform Fees remain payable and become immediately due.
• All licences and access rights granted under this Agreement are automatically revoked.
• Transaction records and business records are retained for up to 7 years as required under the Tax Administration Act 1994.

13.6 Service Discontinuation

If Tapara ceases to operate the platform entirely:

• We will provide at least 30 days’ notice where practicable.
• Transaction records and business records will be retained for up to 7 years as required under the Tax Administration Act 1994.
• Loyalty programme data (membership records, tier status, voucher records) will be made available to you in a reasonable export format where practicable.
• Outstanding bundles (prepaid products) remain your obligation to honour, regardless of Tapara’s discontinuation. You are responsible for fulfilling all bundle commitments to consumers independently.
• Tapara is not liable for any loss, damage, or cost arising from the discontinuation of the platform, including loss of loyalty programme data, consumer relationships, or unredeemed vouchers.

13.7 Surviving Provisions

Sections 10, 11, 12, and 14 survive termination of this Agreement.

14.1 Relationship

Nothing in this Agreement creates a relationship of joint venture, partnership, employment, or principal and agent between Tapara and you. You must not represent or act as if such a relationship exists.

14.2 Force Majeure

Neither party is liable for any failure to perform obligations under this Agreement to the extent caused by a force majeure event, provided the affected party promptly notifies the other party and uses best endeavours to overcome the event.

14.3 Confidentiality

You must keep confidential any non-public information about Tapara’s business, technology, pricing, and operations that you receive in connection with the Services. This obligation does not apply to information that is publicly available through no fault of yours, or that you are required to disclose by law.

14.4 Consumer Guarantees Act

You agree and represent that you are acquiring the Services for the purposes of trade. To the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Services under this Agreement, and you agree it is fair and reasonable that you are bound by this Agreement.

14.5 Entire Agreement

This Agreement, together with the Terms of Service and Privacy Policy, constitutes the entire agreement between the parties in respect of the matters covered and supersedes all earlier negotiations, agreements, and understandings.

14.6 Severability

If any provision of this Agreement is or becomes invalid or unenforceable, that provision shall be deemed deleted without affecting the remaining provisions.

14.7 No Waiver

No failure to exercise or delay in exercising any right under this Agreement is a waiver.

14.8 Assignment

Tapara may assign or transfer its rights and obligations under this Agreement on notice to you. You may not assign or transfer any of your rights or obligations without our prior written consent.

14.9 Amendments

We may amend the terms of this Agreement and will give you at least 14 days’ notice of material amendments. Changes required for security or legal compliance may take effect immediately. If you do not agree with a change, you may terminate this Agreement.

14.10 Governing Law

This Agreement is governed by New Zealand law. The New Zealand courts have non-exclusive jurisdiction to resolve any disputes.