TERMS AND CONDITIONS
FOR IP COMMUNICATION CHANNEL
Please ensure that the person
signing this Agreement is properly
and duly authorised to do so.
1
INTRODUCTION
This Agreement is between:
Electronic Transaction Services Limited (PAYMARK)
and
(Merchant)
2
INTERPRETATION
2.1
Definitions
In this Agreement, the following words have the following meanings, unless the context
requires otherwise:
“Appendix” means the appendix to this Agreement.
“Approved Access Point” means the Merchant’s point of access to the Paymark
Network
“Connection Date” means the date where the IP Service is made available to the
Merchant or the date whereby access to the System.
“Dedicated Phone Line” means the Merchant’s existing Telecom business phone line
procured under a Telecom approved contract that the Merchant dedicates for
PAYMARK’s exclusive uninterrupted use in respect of the Services as more particularly
described in clause 4.1 herein.
“Equipment” means all equipment provided to enable the Merchant’s Terminal to
communicate with PAYMARK’s System over a Telecom Business Phone Line.
“IP” means Internet Protocol.
“Merchant Agreement” means the agreement between PAYMARK, the Merchant and
the Merchant’s bank, under which PAYMARK provides the Merchant with access to and
use of the System via a copper wire Communication Channel.
“Paymark Network” means the Merchant’s point of access to Paymark’s IP Network.
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“Schedule” means the schedule to the Merchant Agreement.
“Telecom” means Telecom New Zealand Limited.
3
IP SERVICE
3.1
IP Service
On and from the Connection Date, PAYMARK will provide the Merchant with access to
and use of the System using an IP based network.
4
DEDICATED PHONE LINE
4.1
Dedicated Phone Line
The Merchant hereby grants to PAYMARK the exclusive uninterrupted use of the
Merchant’s nominated Dedicated Phone Line to provide the Services. The Merchant
may use the Dedicated Phone Line for voice and fax, provided that the Merchant must
not use the Dedicated Phone Line for other data services.
4.2
The Merchant acknowledges and agrees that the Approved Access Point shall only be
used for the processing of EFTPOS transactions to and from PAYMARK and not for any
other purpose unless agreed in writing by PAYMARK.
5
FEES AND CHARGES
5.1
Telecommunications Access Fee
The Merchant acknowledges and agrees that, in addition to all other fees and charges
that remain payable under the Merchant Agreement, on and from the Connection Date
the Merchant must pay to Paymark the “direct port connection” telecommunications
access fee set out in Part ‘A’ of the Schedule in respect of the IP based network.
5.2
Installation
Paymark agrees to pay the costs for the installation of the Equipment at the Merchants
premises up to a maximum cost of $200.00 (plus GST) per Merchant site PROVIDED
THAT the Merchant shall be liable for the cost of installation if the Merchant elects to
terminate the Service or elects to utilise a different method of connection to the Service
within twelve (12) months from the Connection Date.
5.3
No Additional Cost
The Merchant shall be liable for any costs associated with the relocation or
repositioning of the Equipment after the initial installation referred to in clause 5.2.
Where the Merchant elects to relocate, reposition or change the Equipment the
Merchant shall pay for the costs associated with the change. Paymark will, upon
request by the Merchant, provide an indication of the costs on a case by case basis.
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6
MERCHANT’S OBLIGATIONS
6.1
Merchant’s responsibility
The Merchant acknowledges and agrees that the power supplies and cabling in respect
of the Dedicated Phone Line, its connection to the Paymark Network, and the proper
placement and use of the Equipment is at all times the Merchant’s responsibility and
may only be used for EFTPOS connectivity unless otherwise agreed by PAYMARK in
writing.
6.2
Compliance with terms and conditions
The Merchant will comply with:
(a)
the requirements of Telecom’s terms and conditions, as initially set out in the
Appendix, as may be reasonably amended from time to time by PAYMARK or
Telecom; and
(b)
any other applicable end-user responsibilities and terms and conditions relating
to the Service.
6.3
Telecom Network
Where the Merchant has customised its Terminal configuration, the Merchant
acknowledges and agrees that it is solely responsible for the cost of any corrective
action(s) required for that Terminal to integrate and communicate effectively with the
Service.
6.4
Services
The Merchant acknowledges and agrees that:
(a)
Telecom provides equipment, services and infrastructure that is integral to the
Service;
(b)
PAYMARK’s only obligations regarding quality of Service are those set out in the
Merchant Agreement and this Agreement;
(c)
PAYMARK’s sole liability to the Merchant with respect to quality of Service is to
use all commercially reasonable efforts to procure restoration of the Service or
repair or replacement of products supplied by Telecom, to the extent PAYMARK
is able under its agreement(s) with Telecom; and
(d)
PAYMARK is free to change its telecommunications service provider at
PAYMARK’s sole discretion, provided that change has no material adverse effect
to the Service or the terms of this Agreement.
6.5
Liability
The Merchant will be responsible for any party to whom it directly or indirectly allows
access to the Paymark Network and hereby indemnifies PAYMARK for any loss, claim,
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liability, damage or expense that PAYMARK suffers as a result of the acts, errors or
omissions of the Merchant or any other person for whom the Merchant is responsible.
6.6
Equipment
The Merchant acknowledges and agrees that all right, title, property and interest in the
Equipment will at all times rest with Telecom, and the Merchant only has a right of
possession for so long as the Merchant requires the Equipment under this Agreement.
The Merchant will return the Equipment to PAYMARK in an undamaged and re-usable
condition (subject to normal wear and tear) within two (2) weeks of the date the Merchant
no longer requires the Equipment and in any event at the expiry or termination of this
Agreement.
7
TERMINATION
7.1
Duration of this Agreement
This Agreement will commence on the date it is fully executed by the parties and
continue in force for the duration of the Merchant Agreement.
7.2
No Responsibility where Breach of Agreement
The Merchant acknowledges and agrees that PAYMARK has no responsibility to
continue to supply the Service to the Merchant, and PAYMARK may terminate the
Merchant Agreement, where the Merchant is in breach of any obligation or arrangement
with PAYMARK (whether under this Agreement or the Merchant Agreement), including
the failure to pay any fee or other charge.
Merchant (as defined above) by:
PAYMARK (as defined above) by:
___________________________
___________________________
Director
its duly authorised signatory
___________________________
___________________________
Director
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APPENDIX
Telecom Business terms and conditions
http://www.telecom.co.nz/help/content/0,10709,203728-204524,00.html?link=rdt
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