23/10/2022
Terms and Conditions

SquareOne App Limited

SquareOne (NZ) Nominee Limited

SquareOne Card

Reloadable MasterCard Prepaid Card

1_INTRODUCTION

1.1  WELCOME TO THE SQUAREONE YOUTH PRODUCT

The SquareOne App is used to register for, use and manage the SquareOne Youth Product. Parents set up a primary ‘account’ (Parent Wallet), being an ‘account’ that accesses value maintained by us on behalf of you as beneficial owner of the funds. Parents then set up ‘sub-accounts’ for Children (Child Wallets) as ‘sub-account’ holders.

The Parent Wallet can be used to load Value to a Child Wallet. Child Wallets include both savings ‘sub-accounts’ (“pockets”) and spending ‘sub-accounts’. Value loaded to the spending sub-account is available for spending via linked Child Payment Devices (up to spending limits set by the Parent and any Limits). Value loaded to the savings sub-account is not available for spending via linked Child Payment Devices. Payment Devices may be used for payment transactions (online or in physical stores).

In the SquareOne App, Parents have a Parent (Administration) login with access to all Child Wallets and access to transaction control settings. Each Child only has login access to their individual Child Wallet (and not to the Parent Wallet or another Child’s Wallet).

Parents do not receive a Payment Device linked to the Parent Wallet. Parents can only apply for a Payment Device for a Child Wallet. Parent Wallet holders are not also allowed to be Child Wallet holders. Payment Devices are sent at time of application for activation in the SquareOne App.

Parents provide the Payment Device to the Child and authorise the Child to use the Payment Device, but the Parent remains financially responsible for the Payment Device and Child Wallet. Wearables are anticipated to become available in 2022 and until launch are not included as Payment Devices in these Terms.


2_TERMS AND CONDITIONS OF USE (TERMS)

2.1  ACCEPTING THESE TERMS

You (both Parent and Child) personally accept and agree to be bound by these Terms both on behalf of yourself and on behalf of any Child. You signify your acceptance of these Terms each time you do any of the following: use the SquareOne App, apply for a Facility, activate a Facility, set up a Child Wallet, sign the back of a Payment Device, use a Facility, or use a Payment Device. These Terms may be altered by us (or as required by MasterCard) from time to time and with the current version available in the SquareOne App or on request.

2.2  DEFINITIONS

Apple Pay means the Digital Wallet operated by Apple Pty Ltd.

Available Balance means the Value loaded onto the Facility as recorded by us or the Trustee, less any: purchases; Merchant authorisations or pre-authorisations or “held” amounts” not yet cancelled by Merchant; Transfers; transactions, Fees; charges; or other amounts debited in accordance with these Terms.

Business Day means a day banks are open in Auckland.

Change of Control means, in relation to a person (the "first person"), where a person:

(a) acquires Control of the first person (directly or indirectly) where no person previously Controlled the first person; or

(b) who Controls the first person ceases to Control the first person (directly or indirectly).

Change in Law means, in relation to 1 January 2021, the coming into effect of any new Law or of any change to an existing Law or Directive after that date.

Child means every person provided with a Child Wallet linked to the Parent Wallet (and “Children” has an equivalent meaning).

Child means every person provided with a Child Wallet linked to the Parent Wallet (and “Children” has an equivalent meaning).

Contactless Transaction means a payment transaction or Transfer using near field communication (NFC) or MasterCard contactless PayPass technology (commonly known as ‘tap’ payment technology) or otherwise that requires a Payment Device or Electronic Device to be present at the Merchant location, payment terminal or point of sale (or any other physical location requiring proximity to effect the payment transaction or Transfer, including using MasterCard Consumer-Presented QR payment functionality (involving the use of a “QR code” on an Electronic Device with a Merchant or third party).

Control means, in relation to a person (the "first person"), that another person (whether directly or indirectly and whether by the ownership (legally or beneficially) of capital, the possession of voting power, contract or otherwise):

(a) has the power to appoint and/or remove the majority of the members of the governing body of the first person or a member or members of the governing body of the first person who is or are in a position to cast, or control the casting of, more than 50% of the maximum number of votes that might be cast at a meeting of the governing body of the first person; or

(b) has the power to exercise, or control the exercise of, more than 50% of the maximum number of votes that might be cast at a meeting of the members, partners or shareholders of the first person; or

(c) otherwise controls, or has power to control, the management and policies of the first person,

and “controlled” will be construed accordingly.

Digital Wallet means the payment platform created by a Wallet Provider to facilitate payments using an Electronic Device with a prepaid card Payment Device registered on such a device.

Direct Debit Service Provider means the third party direct debit service provider that will process transfers from the Parent’s nominated valid account to the Parent Wallet.

Directive includes any present or future directive, order, regulation, request, requirement, or notification, or a change in interpretation or application of any Law, in either case by any Government Agency or MasterCard (in each case, whether or not having the force of Law but, if not having the force of Law, the compliance with which is in accordance with the general practice of persons to whom the directive is addressed).

Dispose means to sell, assign, transfer, exchange, encumber, create a security interest over or otherwise dispose of a legal or beneficial interest and “Disposal” will be construed accordingly.

Electronic Device means your mobile phone, tablet, computer or other electronic device that you have downloaded and installed the SquareOne App onto or to which a Digital Wallet has been added or is used to facilitate the use of a Digital Wallet.

Facility means, as the context requires, each Parent Wallet and each Child Wallet.

Fee means the fees set out in the Fee Schedule in these Terms, and as may be amended from time to time by us in our sole discretion and as may be available via the Website, the SquareOne App and/or on request.

Google Pay means the Digital Wallet operated by Google Asia Pacific Pte Ltd.

Government Agency means any person charged with the administration of any Law or Directive.

Law includes:

(a) any statute, regulation, instrument, rule, by-law, ordinance, proclamation, judgment, treaty, decree, convention, rule or principle of common law or equity, rule of any applicable stock exchange, or requirement or approval (including of any Government Agency); and

(b) any regulation, instrument, rule, by-law, ordinance, proclamation, judgment or other subordinate legislation made under that law;

(c) any applicable requirement of the above or of any Government Agency; and

(d) any current MasterCard regulations, rules, bylaws, standards, policies or guidelines or such like and howsoever described, including any of our policies in place to enable us to comply with the foregoing.

Limit means limits applying to the use of a Facility or Payment Device as set out in the Limits Schedule in these Terms, and as may be amended from time to time by us in our sole discretion and as may be available via the Website, the SquareOne App and/or on request.

Lock means the suspension of the Facility with an inability to authorise a transaction (and “Locked” shall have an equivalent meaning).

Losses and Expenses means actions, proceedings, losses, damages, liabilities, claims, demands, costs and expenses, including fines, penalties, clean-up costs, legal and other professional fees and any amount paid by the person claiming Losses and Expenses to any person in good faith, having reasonably determined such payment to be due to that person and in that amount (whether it is or not), and any GST payable in relation to any such matter, circumstance or item (except to the extent that the person claiming Losses and Expenses obtains credit for such GST as input tax).

Merchant means a business that generally accepts and can electronically process MasterCard transactions and using your Payment Device, including with a PIN (where a PIN is required) and including Contactless Transactions.

Parent means a person that applies for or holds a Parent Wallet. A Parent may be a parent, grandparent, other older relative, caregiver, or step-parent or such like.

Party means each of us, the Trustee and you, and “Parties” shall be construed accordingly.

Passcode includes a passcode or password or such like to any of the Parent Wallet, Child Wallet, SquareOne App, Electronic Device, Digital Wallet or Payment Device (and any subsequent approved change to such) and includes a PIN.

Payment Device means each of a physical MasterCard prepaid card with a specific and unique primary account number (PAN) and an encrypted EMV chip, a Wearable, and an Electronic Device, in each case that is linked or connected to a Child Wallet or Digital Wallet.

PIN means a personal identification number linked to a Parent Wallet, Child Wallet, SquareOne App, Electronic Device, Digital Wallet or Payment Device (and any subsequent approved change to this personal identification number).

Provider means a third-party product or service provider that provides a product or service or assists in arrangements required or desirable for you to receive the complete SquareOne product and service experience (including those who participate in the payment system, including a Direct Debit Service Provider, or who provide software, an API or hardware used or touching an element or providing any part of the complete SquareOne product and service experience), including MasterCard, provider of the card scheme and processing services and the processing platform, which MasterCard holds and physically controls (among other things) and including MasterCard Service Providers (as defined in the MasterCard Rules) which provide MasterCard program services.

Related Persons means an “associated person” or a “related” body corporate, as defined in the Financial Markets Conduct Act 2013, including the Trustee and SquareOne App Limited (company number 8060798).

SMS means short messaging service or text messaging service used to send and/or receive messages to or from your mobile number or Electronic Device provided to us at registration and as updated by you or supplied to us or as entered by you in the SquareOne App and includes a mobile or web push notification message.

SquareOne is the product name of this youth card product and service.

SquareOne App means the SquareOne mobile software application. Access to the SquareOne mobile application requires download and installation of the mobile application onto an Electronic Device. The SquareOne mobile application is currently available for download via the App Store and Google Play. The application, through APIs (Application Programming Interfaces), connects with and relies on Providers.

Support Centre means the SquareOne support services available to you through the SquareOne App.

Suspend means the suspension of Contactless Transaction capability of Payment Devices resulting in an inability to process a transaction.

Transfer means a transfer of Value between Parent Wallet and Child Wallet (and vice versa) and to another Parent Wallet or Child Wallet (including to any third party’s SquareOne facility via person-to-person or peer-to-peer transfer or payment) and includes transfers between ‘sub-accounts’ (including between Child savings and Child spending ‘sub-accounts’).

Trustee means SquareOne (NZ) Nominee Limited (company number 8163558) and registered on the Financial Services Provider Register (FSP1000691).

Unauthorised Transaction means a transaction, including a Transfer, not authorised (expressly or impliedly) by you.

Value means a value equal to a monetary equivalent (but is not money itself as money itself is not loaded to and stored on the Payment Devices, but equivalent value is).

we", "us" or "our" means SquareOne App Limited, a New Zealand registered company (company number 8060798 with NZBN 9429048472920) and registered on the Financial Services Provider Register (FSP1000546).

Wallet means, as the context requires, each of a Parent Wallet and a Child Wallet.

Wallet Provider means Apple Pay, Google Pay and any other provider of a Digital Wallet that a prepaid card Payment Device may be added to.

Wearable means a wearable payment device which contains an encrypted EMV chip payment chip and typically worn or attached to the body (including bracelets and bands) that we may supply as a Payment Device from time to time.

Website means the SquareOne website from time to time (being, currently https://www.getsquareone.app/ or its successor website).

"you" or "your" means any applicant or holder of a Wallet or applicant or holder of a Facility (including each Parent and each Child).

2.3  INTERPRETATION


a. Headings, sub-headings and the Introduction have been inserted for convenience only and shall not affect the interpretation of these Terms.

b. The words “including” and “includes” (and any other similar expressions) are not words of limitation, and a list of examples is not limited to those items or to items of a similar kind.

c. The singular includes the plural and vice versa.

d. The obligations of you and all persons making up you (the “Co-obligors”) under these Terms are joint and several, and any reference to any of them (including any reference to them as a Party or Parties) includes each of them severally.

e. If any liability of one or some but not all of the Co-obligors is, or becomes illegal, invalid or unenforceable in any respect, that will not affect or impair the liabilities of the other Co-obligors under these Terms.

f. Where any liability of one or some but not all of Co-obligors arising out of an obligation which is either joint or joint and several is altered or discharged (in whole or in part), whether by release, accord and satisfaction, granting of time or other indulgence or otherwise, the other Co-obligors will continue to be liable on that obligation.

g. An obligation, representation or warranty in favour of more than one person is for the benefit of them separately and jointly.

h. References to a person (including any Party):

  •  includes natural persons; companies; bodies corporate; clubs; unincorporated associations; joint ventures; trusts; partnerships; states or governments; governmental, semi-governmental, judicial, statutory, monetary, accounting or regulatory entities, authorities, departments, bodies or agencies; in each case whether or not having a separate legal personality; and
  •  includes the person’s personal representatives, executors, administrators, successors, substitutes (including persons taking by novation) and permitted assigns.

i. References to any Law include any Law which it amends, extends, re-enacts, consolidates or replaces.

j. References to a transaction include any authorisation request, payment transaction, refund, account, inquiry, reversal, or other financial or non-financial request initiated by you or a Wallet holder or Payment Device holder at point of sale device, or ecommerce transaction that accepts a Payment Device for payment purposes and that is transmitted to us or MasterCard for processing.

k. These Terms will not be construed against a Party on the basis that that a Party (or its lawyers) was responsible for preparing or drafting these Terms.

l. A word that is derived from a defined word has a corresponding meaning.

m. A document (however described and including these Terms) includes that document as amended, novated or replaced from time to time.

2.4  FEES SCHEDULE

Our website will display the most up-to-date pricing info. All fees may be waived, discounted or updated by us at our sole discretion. 

  • A fee (sometimes denoted in marketing materials as a ‘subscription’, ‘plan’ or ‘SquareOne plan’) will be introduced starting from 21/11/2022. This includes usage for up to 2 adults and 5 children.

    SquareOne plans are charged monthly, and will be automatically debited from the debit / credit card you have stored with us at that time.

    A one month trial is free, and includes the use of the app, as well as physical payment devices (cards) and shipping / handling.

    If your plan lapses, we’ll remind you, as well as make subsequent attempts to bill your payment card over the following month.

    Customers with lapsed plans may experience diminished functionality in-app. Reinstating payment is also able to be done manually in-app

  • Load fee $0
  • Inactivity fee $0
  • Cancellation or termination fee: $0
  • Payment Device replacement fee prior to expiry: $10 (payable at time of requesting or requiring a replacement Payment Device)
  • Reissue of Payment Device at expiry fee: $0
  • Successful disputed transaction claim fee: $0
  • Unsuccessful disputed transaction claim fee: $10 (payable at the time we notify you of your unsuccessful claim)
  • Customer service fee: $0
  • Currency Conversion Fee: 3% of the total amount of each relevant transaction.

2.5.  LIMITS SCHEDULE

The following limits apply across Parent Wallet and any Child Wallets:

  • Maximum balance at any one time across a Parent Wallet and any Child Wallets: $4999
  • Maximum annual load amount across a Parent Wallet and any Child Wallets (in a 12-month period): $9,999

  • Minimum load value via debit or credit card: $10
  • Maximum number of Child Wallets (‘sub-accounts’) that can be created under the Parent Wallet (primary ‘account’): as may be limited by the SquareOne App.

2.6  PARENT RESPONSIBILITY

Parents maintain financial responsibility for the Facility and Payment Device use. For the avoidance of doubt, this includes each Wallet and each Payment Device and Digital Wallet and Electronic Devices and related transactions and every Fee. You are liable for each transaction and Transfer using the Facility or Payment Devices, whether or not the Facility or Payment Device is in your possession (unless and to the extent these Terms expressly release you from such liability).

Without reducing your Parent responsibilities, when you provide a Child with access to a Facility or to a Payment Device:

  • you agree that you will provide the Child with a copy of these Terms and any updates that we make to these Terms from time to time that are communicated to you;
  • you agree to explain these Terms to the Child, and ensure that the Child has a reasonable understanding of, and agrees to abide by, these Terms;
  • you warrant, represent and shall ensure that all information that you supply to us, a Related Person or any Provider is accurate, true and not misleading (including by omission);
  • you will be liable (in the first instance) for all transactions carried out by use of a Payment Device or Facility;
  • you will be liable (in the first instance) for any failure by the Child to comply with any of these Terms and you indemnify us and hold us harmless for any breach of these Terms by a Child acknowledging that a Child may be a minor and that this indemnity is enforceable under section 102 of the Contract and Commercial Law Act 2017 (NZ);
  • you authorise us to give to the Child information about the Payment Device and Facility for the purposes of their use of the Payment Device and Facility (including transactional information); and
  • if the Child does not comply with these Terms, then you will also be deemed to be in breach of these Terms.

2.7  CHILD WALLET VALUE

In line with Parents remaining financially responsible for Children, the Parent retains the beneficial interest in Value loaded to Child Wallets until spent (that is, the Child Wallet Available Balances), subject to these Terms and except to the extent expressly contemplated in these Terms.

2.8  CASH OUT PAYMENT

Pursuant to the Trustee terms of trust set out in these Terms, you can at any time reclaim funds that you have loaded in order to ‘cash out’ any Available Balance in your Parent Wallet (Cash Out Request). Cash Out Requests shall be submitted via the SquareOne App. Cash Out Requests may only be made in respect of a Parent Wallet Available Balance belonging to the Parent Wallet holder, or in respect of a Child Wallet by a Child where expressly contemplated by these Terms. On our receipt of a valid Cash Out Request, we will instruct the Trustee to repay the Available Balance to you no later than two (2) business days after your Cash Out Request: subject to you providing us with clear and correct banking details in the form we require; subject to these Terms; subject to any Law; and subject to us having properly and completely verified and authenticated your identity. Cash Out Requests are subject to the Fees and Limits.

Cancellation of the Parent’s Facility shall result in a deemed Cash Out Request and payment of the Available Balance as contemplated above, subject to these Terms.

Child Wallet Value is accessible via the Payment Devices and via Transfers or Digital Wallets (as applicable and if enabled).

2.9  MINIMUM AGE

Each Parent must be aged 20 years or above and you warrant and represent that you are aged 20 years or over and remain financially responsible for each Payment Device.

2.10  CHILDREN WALLET HOLDER

You represent and warrant that no Child Wallet has been, or will be, set up in the Parent’s name or for primary use by the Parent.

2.11  ISSUER

The Facility is issued and distributed by us.

2.12  MASTERCARD CARD SCHEME

We are a MasterCard card scheme prepaid card issuer and principal and are responsible for the settlement of transactions using a Facility or Payment Devices, together with MasterCard. Each Facility and Payment Device relies on the MasterCard card scheme and MasterCard technology (including the processing services and processing platform).

2.13  OTHER PROVIDERS

You acknowledge and agree that certain product and service delivery (including, payment transactions, direct debits, processing services and processing platforms (including transaction management, authorisation, clearing, settlement, generation and processing), physical Payment Device production and distribution, identity check and credit check services, load transaction, currency conversion services, API provision and maintenance, alerts via SMS or email) rely on Providers that are independent of us and over which we may have no or limited control. Your use of SquareOne and SquareOne’s ability to deliver the product and service to you, may be subject to your compliance with Provider separate terms and conditions or to which we or you are bound, our or your ability to continue to meet Provider requirements, and to the continued and uninterrupted delivery by Providers. You acknowledge and agree that Providers may not represent or warrant that the any system, process or activity administered, operated, controlled or provided by or on behalf of them (collectively, for purposes of this section, the “Systems”) is free of defect and/or mistake and that Providers may provide the Systems on an “as-is” basis.

2.14  TRUSTEE

Funds loaded (or reloaded) to a Wallet are held on bare trust for you by the Trustee on the terms set out below in these Terms.

2.15  OBTAINING THE FACILITY

To obtain the facility, you will need to download and install the SquareOne App and apply and order your Payment Device/s via the SquareOne App.

2.16  PROVISION OF FACILITIES

Upon receipt of a valid application, we shall provide you with the Facilities and Payment Devices, subject to these Terms and to Law. Where the particular Payment Device that you choose is out of stock or unavailable for any reason we may have to cancel your order. We are not liable for any Payment Device loss or damage caused during transit, transportation or delivery and we do not accept returns or offer refunds (except to the extent required by Law). Where a return or refund is offered or accepted by us, you shall pay any return shipping costs to the address we provide you with (and even if the item had free shipping to you in the first place).


2.17  ACTIVATING THE FACILITY

Once you receive your Payment Device/s, you will need to complete the activation process in the SquareOne App to activate the Facility. You will not be able to use the Facility until you have completed the activation process in the SquareOne App. Activation is required for each Child Wallet and Payment Device.

2.18  RELOADABLE FACILITY

Each Wallet is a reloadable MasterCard prepaid payment facility. Value must be loaded to the Facility before the Facility can be used. You can load and reload Value to the Facility in accordance with these Terms.

2.19  NOT A BANK

Neither we nor the Trustee are a bank or a non-bank deposit taker. The Facility is not a bank account or credit facility. The Facility does not involve an account held at a financial institution. The Payment Devices are not linked to a bank account or financial institution account. The Facility is not a credit card or charge card facility and the Value in a Wallet is not a bank deposit or investment. You will not earn interest on Value loaded or any other similar return. This Payment Device is not one which is a line of credit or is secured by an amount held on deposit and does not require you to establish a deposit account.

2.20  NO INTEREST EARNED

You will not earn interest on any Facility balances. Any interest earned on funds held will not be paid to you.

2.21  INTERNET ACCESS

If the internet or any electronic network enabling the use of the Facility or Payment Device is unavailable, you may not be able to undertake transactions, access information, or use the Facility or Payment Device.

2.22  SQUAREONE APP

Use and access to the SquareOne App is at all times subject to these Terms. We grant you a revocable, non-exclusive, non-transferable, limited license to download, install and use the SquareOne App strictly in accordance with these Terms.

You agree not to, and you will not permit others to:

A, license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the SquareOne App or make the platform available to any third party; or

B, modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer or corrupt (by any means) any part of the SquareOne App; or

C, remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of ours or a Related Person, a Provider or any affiliate, partner, suppliers or the licensor of the SquareOne App; or

D, use the SquareOne App or Website for any improper purpose or to act than otherwise in good faith.

2.23  APP UPDATES

We may from time to time update or provide enhancements or improvements to the features/functionality of the SquareOne App, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of the app. You agree that we have no obligation to:

(i) provide any Updates, or

(ii) continue to provide or enable any particular features and/or functionalities of the SquareOne App to you. You further agree that all Updates will be deemed to constitute an integral part of the SquareOne App and will be subject to these Terms. We reserve the right to modify, suspend or discontinue, temporarily or permanently, the SquareOne App or any service to which it connects, with or without notice and without liability to you (other than as expressly provided for in these Terms). You acknowledge and agree that we may stop (permanently or temporarily) providing the SquareOne App (or any features within the SquareOne App) to you or to users generally at our sole discretion, without prior notice to you. You may stop using the SquareOne App at any time. You do not need to specifically inform us when you stop using the SquareOne App. You acknowledge and agree that if we disable access to your account, you may be prevented from accessing the SquareOne App, your details or any files or other materials contained in your account.

2.24  THIRD-PARTY SERVICES

A, We may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services").

B, You acknowledge and agree that we shall not be responsible for any Third-Party Services, including their content, accuracy, opinions expressed, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. We do not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services and such are not investigated, monitored or checked for accuracy or completeness by us.

C, Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

2.25  CHILD PIN

Certain transactions using your Payment Device will require you to enter your Passcode or PIN.

2.26  WHERE CAN I USE MY PAYMENT DEVICE

Your prepaid card Payment Device can be used at all Merchants and generally anywhere MasterCard cards are accepted via electronic processing. Electronic processing includes processing other than by manual or paper processing (including use of an imprinting ‘zip zap’ machine or mail order or other handwritten method).

A Wearable cannot be used for all transactions where a physical MasterCard debit card can be used, for example, at payment terminals which do not have Contactless Transaction functionality, at payment terminals which need a card magnetic strip to make the payment, or at certain foreign country Contactless Transaction terminals that may operate on technical standards different to those used widely in New Zealand. Although a retailer or merchant may generally accept Digital Wallets, or MasterCard PayPass or MasterCard prepaid facilities, the retailer or merchant is not obligated to accept the Facility or Payment Device for payment or for the transaction.

Certain Payment Devices can be used at payment terminals despite the terminal not supporting Contactless Transactions or MasterCard PayPass. Point of sale terminals are not owned or operated by us or MasterCard and neither us nor MasterCard are responsible for ensuring that retailers, merchants or Merchants will accept the Payment Device (for any reason) or process the transaction (properly or otherwise).

Before you authorise a transaction, you shall check that the correct amount is displayed on the terminal (if applicable). If the Merchant payment terminal is offline or cannot connect with the SquareOne App or with MasterCard to authorise the transaction, you will not be able to use the Facility or Payment Device to make a payment. Neither the Facility nor the Payment Device shall be used for manual, paper or offline transactions. You may not be able to use the Facility or Payment Device to make pre-authorisation transactions or for regular or recurring payments.

2.27  MERCHANT AUTHORISATION OR APPROVAL PRACTICES

You acknowledge that certain retailer or merchant charging practices will affect your use of the Facility, including:

A, When using the Facility with some Merchants (including hotels, taxis, rental cars, restaurants, cruise ships) or for mail order or online purchases requiring delivery, Facility “tolerance limits” may apply or the Merchant may not accept the Payment Device as a means of pre-authorising expenditure. In such circumstances, the Merchant may obtain an authorisation or approval on the Facility for an amount equal to 120% or more of the total bill (or anticipated bill) to cover the anticipated bill and any additional potential items, including tips and incidentals, or to ensure that adequate funds are available to cover a final purchase. The entire amount of the authorisation or approval will be debited and will not form part of the Available Balance until the authorisation or approval clears, although only the amount actually spent or authorised will be finally reflected in the Available Balance after the authorisation or approval clears. Including:

B, When a Payment Device is used to purchase fuel at an automated fuel pump, the Available Balance may need to be at least $125 (or more overseas and in its foreign currency equivalent).

C, When a Payment Device is used to purchase a telephone call at a phone booth or similar, the Available Balance may need to be at least $20 (or more overseas and in its foreign currency equivalent).

2.28  RESTRICTING TRANSACTION CAPABILITY

The SquareOne App includes settings configurable by Parents. We automatically restrict the use of Payment Devices at 18 years and over (R18) Merchants with a view to preventing purchases of alcohol, tobacco, pornographic material or services, or to conduct gambling transactions. The Parent Wallet selects whether the Facility or Payment Device can be used for online purchases, at overseas Merchants, for cash withdrawals, or Transfers. You agree to notify each Child of any restrictions that apply to the use of the Payment Device and agree that in no circumstances will we be liable to you because a transaction on the Payment Device was conducted and processed, notwithstanding that a restriction was placed on the Facility or Payment Device by you for a particular type of transaction or that should have applied.

2.29  NEW ZEALAND PRODUCT

The Facility is loaded, maintained and made available in New Zealand Dollars (NZD) only. The Facility however may be used anywhere accepted for electronic processing by Merchants, both in New Zealand and outside of New Zealand.

2.30  YOUR IDENTITY

By Law, we or a Related Person may be required to verify your identity before providing certain products or services to you. In all cases, you must satisfactorily meet our customer identification process and policies. If we are not able to verify your identity to our satisfaction (at our sole discretion), we may refuse to accept your application and/or provide, or continue to provide, products or services to you. You will be able to complete the required identification procedures by following the instructions in the SquareOne App.

You may be asked to confirm personal information, such as your full name, email address, residential address and date of birth. You may also be asked to supply information to confirm your identity such as your driver’s licence or passport details. We may send your personal information to our identity check service provider who may verify your identity on our behalf.

You agree to supply any reasonably specified identification documentation within a reasonable period of time if requested by us. Failure to provide any reasonably requested identification documentation may result in us being required to (or electing, at our sole discretion, to) withhold or Lock or cancel the Facility and/or Suspend the Payment Device until the requested documentation has been provided.

2.31  ANTI-MONEY LAUNDERING AND COMBATING THE FINANCING OF TERRORISM

You acknowledge and agree that:

  • where required, you will provide to us and Related Persons all information reasonably requested by us in order for us to comply with the fraud monitoring and anti-money laundering and counter terrorism financing obligations imposed on us by Law (including the Anti-Money Laundering and Counter Financing of Terrorism Act 2009 (NZ) and its associated rules, regulatory guides and regulations (AML Legislation) and the Charter of the United Nations Act 1946, and all relevant rules and regulations, and any replacements of those documents from time to time (Sanctions Legislation);
  • participation in the MasterCard card scheme rules may impose other countries’ laws such as the US Patriot Act;
  • we and Related Persons may be legally required to disclose information about the Parent or Child to MasterCard, regulatory and/or law enforcement agencies;
  • we (or MasterCard) may block, delay, freeze, or refuse any transactions, or Lock or cancel any Facility and/or Suspend any Payment Device including where we in our sole opinion consider reasonable grounds exist to believe that the relevant transactions are fraudulent, in breach of the AML Legislation, Sanctions Legislation or any other Law;
  • we may monitor all transactions and Transfers, which arise pursuant to the use of the Facility or Payment Device, in accordance with obligations imposed on us by the AML Legislation, Sanctions Legislation or Law.

2.32  MASTERCARD SECURECODE

There may be times when MasterCard applies its extra layer of security – known as MasterCard SecureCode - to help stop your Payment Device being used online without your permission and requiring identity questions to be answered in order to be able to proceed with the transaction.

You acknowledge that your use of a Payment Device is subject to any requirements or terms imposed by MasterCard. If we or MasterCard cannot authenticate you as the Facility holder or Payment Device holder you may not be able to access, use or cancel the Facility until your identity has been authenticated.

2.33  INSUFFICIENT FUNDS

Purchases at Merchants using the Facility are honoured for electronic transactions if a sufficient Available Balance exists to cover the amount of the transaction. You agree not to make or attempt to make transactions that exceed the Available Balance.

If the Available Balance is insufficient to cover the costs of a transaction (including Fees), the Payment Device may be declined, or the retailer or merchant may allow you to pay the deficit by some other means (but some Merchants may not allow you to combine multiple payment types (such as cash, check or another payment card) to complete the transaction). If you make or attempt to make any transactions that exceed the Available Balance, you will be liable for any negative balance or overdrawn amount that may arise, along with any Losses or Expenses we incur, including in recovering or attempting to recover the amount you owe us.

Without limitation, you authorise us to recover any overdrawn amount from you, and in relation to overdrawn amounts on the Payment Device or Wallet, and we may recover this amount by debiting (deducting) the amount from any Value or positive balance on any Wallet or Payment Device.

2.34  EXPIRY

The Facility does not expire (subject to cancellation or termination), however the Payment Device used to access the Facility is subject to expiry. Prior to expiry of your Payment Device, providing the card you have nominated to fund the Facility, either a debit or credit card, has sufficient funds, you will be sent a replacement Payment Device (or devices if you have multiple Payment Devices) to continue to use the Facility. If applicable, you will be charged the Fee for your replacement Payment Device or Devices.

Once you receive your replacement Payment Device/s, you will need to activate the new Payment Device/s via the SquareOne App (Parent Wallet section). At that time, Available Balances in the Child Wallet will be accessible from your replacement Payment Device/s.

For the avoidance of doubt, the expiry of the Payment Device does not result in the expiry or termination of these Terms, the Facility or any agreement that relates to your use of the Facility or the SquareOne App or otherwise.

2.35  NO FINANCIAL ADVICE

The materials, any comments or information provided by us are for educational purposes only and nothing conveyed or provided should be considered financial advice (or legal, accounting or tax advice) or a recommendation for a product or course of action or otherwise. Any testimonial provided on this platform is simply an opinion of the third party person providing it and it shall create no guarantee or warranty and is not to be relied upon to predict anything relevant to your specific situation.

You are responsible for whatever you may do with the information you obtain from us. Neither we nor any Related Person is a licensed financial advice provider or and neither we nor any Related Person gives any financial advice in connection with SquareOne, a Facility or Payment Device.

You agree not to rely on any information or advice provided by us or any Related Person as financial advice. Neither SquareOne nor a Facility or a Payment Device is a financial advice product. We and our Related Persons do provide information (for example, the cost and terms of SquareOne) but without providing (other than the procedure for doing so) any recommendation or opinion in respect of acquiring or disposing of a Facility or Payment.

Any recommendation or opinion relating to a Facility or Payment Device relates solely to these types of products generally and as a class of financial products. We and our Related Persons may pass on the financial advice of another person without holding out that advice as our own advice. We and our Related Persons may also recommend that a person consult a financial adviser.

Neither we nor any Related Person, directly or indirectly, hold out that we are a non-bank deposit taker, licensed or otherwise. We, however, maintain registration on the Financial Service Providers Register (NZ).

3_PARENT PAYMENT DEVICE CONTROLS

3.1 Payment Devices can be used for online purchases (other than where the Parent Wallet has restricted certain use). Child Wallets can also be used for certain Transfers, if enabled and subject to these Terms and prevailing SquareOne App functionality.

4_ LOADING A FACILITY

4.1 Value can be loaded to your Facility in accordance with these Terms and via the SquareOne App and subject to the Limits.

4.2 The Facility can only accept, or be loaded with, funds via electronic means (debit or credit card issued by others or by direct debit from a New Zealand financial institution and as processed by a Direct Debit Service Provider) and does not accept loads or fund transfers using other means (including cash, cheque or money order). You cannot load Value to your Facility at a physical branch or third-party merchant. You or the payment processor may need to first convert any currency or other value not recognised by MasterCard at such time (including cryptocurrency), to a currency recognized by the MasterCard before loading funds.

4.3 Loads made using a MasterCard debit card or Visa debit card held in your name will generally be available in near real time in the Parent Wallet. Funds loaded using bank transfer or other approved methods (where available) may take one (1) Business Day for funds to be made available for use.

4.4 Loading of funds via debit or credit card to the Facility involves payment processing by a Provider (as at the date of these Terms being Windcave Payment Services (formally DPS and Payment Express)). Queries and disputes related to the load process and the financial instrument you used to load funds should be directed in the first instance to your bank, or other debit or credit card provider or financial institution where you are wanting to load funds from.

Where you are unable to resolve things satisfactorily with your debit or credit card provider, you may contact the Support Centre. None of us, a Related Person or the Trustee may become responsible for your funds until they reach and appear in the Parent Wallet.

4.5 Certain load methods described in these Terms may not be available at all times and we may in the future make additional load methods available. If we do, we will let you know about any specific terms and conditions applicable to that load method and you can check what methods are available to you by referring to the SquareOne App or Website.

4.6 Depending on the load method you use, a minimum load value Limit applies. Any attempt to load value below the Limit may be rejected.

4.7 We and a Related Person may, with or without notice, and without incurring any liability to you, block, suspend or decline a load transaction in order to comply with any Laws (including in any country and including to manage any anti-money laundering or counter-terrorism financing risks).

4.8 When you load a Facility (and notwithstanding that the load may have resulted in the Value appearing in your Facility), should MasterCard or any Provider notify us of a suspected, invalid, fraudulent, unauthorised, or incomplete load, you agree, and hereby authorise us and our Related Persons to immediately return the funds, or remaining funds thereof.

You also give us and our Related Persons authority to release your personal details and other related information to relevant government authorities, MasterCard and any Provider, to contact and retrieve any deficiency.

5_ LOADING CHILD WALLETS

5.1 The Parent Wallet can be used to load or Transfer Value into a Child Wallet (both into savings ‘sub-account’ (‘pockets’) and/or spending ‘sub-account’, thereby becoming accessible via the Payment Device) where:

A, There is sufficient Value available on the Parent Wallet to cover the load or Transfer amount, together with any applicable fees and charges;

B, The Value to be loaded or Transferred will not cause any Limit to be exceeded;

C, The Expiry Date of the applicable Payment Device has not been reached;

D, No Wallet or Payment Device has been Suspended or cancelled;

E, You remain in compliance with these Terms; and

The applicable Facilities have not been suspended or cancelled.

6_MASTERCARD OFFERS

6.1 We or MasterCard may make certain MasterCard benefits and features (including Mastercard SafetyNet (as defined in the MasterCard rules), Tokenisation (as defined in the MasterCard rules), and a transaction alerts service) available to Payment Device holders, either through MasterCard itself or through one of its business partners, from time to time. We may let you know if such features become available and how you may be able to access them. You may be required to accept separate terms and conditions for any additional benefits or features before being able to access them.

7_USING THE FACILITY

7.1 The Available Balance is available for transactions using the Facility and Payment Device (as applicable) in accordance with these Terms until the expiry, revocation or cancellation of the Facility.

7.2 You can use the Facility as much as you like, subject to the Available Balance, Limits and these Terms.

7.3 Where a payment transaction or Transfer is effected, we will debit (deduct) from the relevant Wallet against the Value of that transaction and in accordance with these Terms.

7.4 If a prepaid card Payment Device has been added to a Digital Wallet, a transaction may also be effected by use of that Digital Wallet.

8_FACILITY LIMITS

8.1 For the purpose of the Limits set out in these Terms, Limits apply to Parent Wallets as if the Parent Facility also includes the Child Wallet/s, and vice versa.

8.2 Where we make the following feature available to you in the SquareOne App, you can ask us to increase the Limit as it relates to maximum balance at any one time. Before we can agree to your request, we and any Related Person may need to ensure we have sufficiently verified your identity to comply with Law.

You will be able to complete the further required identification procedures by following the instructions in the SquareOne App.

You agree to supply any reasonably specified identification documentation within a reasonable period of time if requested by us. Failure to provide any reasonably requested identification documentation may result in us being required to (or electing, at our sole discretion, to) Lock the Facility and/or Suspend the Payment Device until the requested documentation has been provided.

9_MERCHANT TRANSACTIONS

9.1 You cannot stop payment on any transaction or Transfer after it has been completed. If you have a problem with a purchase made using the Facility, or a dispute with a Merchant, you must deal directly with the Merchant involved. If you cannot first resolve the dispute with the Merchant, you may contact the Support Centre.

9.2 If you are entitled to a refund for any reason relating to a Facility transaction, you agree to accept the refund under the policy of that specific Merchant. Refunds may be in the form of a credit to the Facility, cash refund or in store credit.

10_COMPLIANCE

10.1 Your use of, and rights associated with, a Facility and Payment Device and all related transactions remain at all times subject to your compliance with the Law.

10.2 Without limitation, we and/or a Related Person may Lock a Facility or Suspend a Payment Device or cancel either immediately without notifying you if we are of the opinion that you have breached one or more of the terms of these Terms or that the Facility has been used or may be used for an unlawful purpose, in breach of Law or any illegal transaction (including the purchase of goods or services deemed illegal by Law) or used in other than good faith. We and/or a Related Person may do the same where you commit, or attempt to commit, a fraud in relation to your Facility, the payment system, our Related Persons or any other person, in which case the Available Balance in your Facility will (to the maximum extent permitted by Law) be immediately forfeited by you and you forfeit and waive all rights as beneficiary to any funds held on trust by the Trustee. In such circumstances, we may also request that you return the Payment Device/s to a location advised by us within 14 days after receiving such request and you agree to do so, if so requested.

10.3 The Facility must not be used for, and authorisation may be declined for transactions relating to, any form of gambling or gambling services, the purchase of money orders, wire transfers, transactions with financial institutions and transactions at pawn shops. We reserve the right to add additional merchant categories at which the Facility may not be used to facilitate transactions without providing notice to you, subject to the requirements of any Law.


11_RESPONSIBILITY

11.1 Subject to these Terms, you are responsible for all transactions and Transfers using the Facility and any use of a Payment Device.

11.2 Subject to these Terms, it is your responsibility to maintain the SquareOne App on your Electronic Device (including to download and install updates to the SquareOne App promptly and within 7 days of release) and to manage the Payment Device to ensure continued operation of the Facility and compliance with these Terms.

12_TROUBLESHOOTING

12.1 The Facility may not operate as described (and may not be available for use) if (without limitation):

A, Your Electronic Device has insufficient battery power; or

B, The SquareOne App has been deleted from your Electronic Device or disabled; or

C, the Contactless Transaction functionality on the Payment Device has been Suspended; or

D, You do not have connectivity to the Internet; or

E, the Facility has been Locked; or

F, You have modified or “jailbroken” your Electronic Device’s operating system or firmware; or

G, You have changed your Electronic Device to a mobile or electronic device which is not compatible with the SquareOne App; or

H, You have exposed your Electronic Device or Payment Device in some part to an environmental condition outside its operating parameters; or

I, You have a virus or other unauthorised software operating on your Electronic Device.

13_TRANSACTION HISTORY + BALANCES

13.1 The Available Balance and transaction history of your Facility are available exclusively via the SquareOne App. You can check and view both by following the relevant prompts in the SquareOne App. This information is not available in paper, or any other electronic, form, including email or PDF.

13.2 If you notice an Unauthorised Transaction, any error (or possible error) in any transaction or statement relating to the Facility, then you shall contact the Support Centre straight away to report this in reasonable detail. We may ask you to provide additional written information concerning any matter and you must comply with all that we request.

13.3 It is your responsibility to regularly review your transaction history to identify Unauthorised Transactions.

14_USE OUTSIDE OF NZ + FOREIGN EXCHANGE

14.1 While the Facility is in New Zealand Dollars, it can be used while temporarily outside of New Zealand.

14.2 Transactions in overseas countries that are restricted by virtue of the Laws of the United States of America may be declined.

14.3 Merchants in the European Union may be prohibited from accepting certain Payment Devices (including if the purchase amount or the face value of the Payment Device is above a certain amount, and the Payment Device holder has not been subject to certain identity verification). These regulations may change at any time, so you should check with European Union merchants if they will accept the Payment Device for certain transactions.

14.4 All transactions conducted overseas will be converted into New Zealand dollars. Transactions will either be converted directly into New Zealand dollars or will be first converted from the currency in which the transaction was made into United States Dollars and then converted to New Zealand dollars by MasterCard. MasterCard’s currency conversion procedure includes use of and selection by MasterCard of either (and in each case the rate used for a particular transaction is the rate MasterCard selects for the applicable currency on the date that the transaction is processed (the Central Site Business Date, as defined in the MasterCard rules), which may differ from the rate selected on the date the transaction occurred or on the date the transaction is posted to the Facility):

  • a wholesale exchange rate; or
  • the government-mandated exchange rate.

14.5 A foreign currency conversion Fee is payable when (and at the time that): i) the Payment Device holder makes a transaction on the Payment Device outside of New Zealand; ii) making a cash withdrawal in a currency other than New Zealand dollars; and iii) if the Payment Device holder makes a transaction on the Payment Device in any currency (including New Zealand Dollars) that is processed by a card scheme or financial institution or billed by the merchant outside of New Zealand. It may not always be clear, particularly when purchasing online, that the merchant, financial institution or card scheme processing is located outside of New Zealand. The Fee applies also any amount payable by us to MasterCard in connection with the transaction.

14.6 Any refunds in currencies other than New Zealand dollars will be converted to New Zealand dollars as at the date they are processed by MasterCard. This may lead to the refund being converted using an exchange rate different from the one used to convert the original purchase.

14.7 The converted New Zealand dollar amount appears on the transaction history as the transaction amount.

15_DIGITAL WALLETS

15.1 Subject to these Terms, a prepaid card Payment Device can be added to a Digital Wallet on an Electronic Device of a Child Wallet holder. A Parent Wallet cannot be added to a Digital Wallet. For security purposes, when a prepaid card Payment Device is added to a Digital Wallet we may require the Parent to complete a verification check which may be by email or SMS to the Parent’s contact details in the SquareOne App.

15.2 Not all merchants accept Digital Wallet transactions and we are in no way responsible for your inability to use a Digital Wallet. We are not the provider of the Digital Wallet and cannot be responsible for the way it functions or where it can be used.

Any queries on how to use the Digital Wallet should be directed to the Wallet Provider. Wallet Providers may change the conditions and features of a Digital Wallet beyond our control, and you agree that the use of a prepaid card Payment Device in a Digital Wallet is subject to any terms or conditions that may be imposed by the Wallet Provider from time to time.

15.3 A Prepaid Card can only be added to a Digital Wallet on a Mobile Device if the Child Wallet holder meets the minimum age restriction of the Wallet Provider. For Apple Pay, the Cardholder must be at least 13 years old, and for Google Pay, the Cardholder must be at least 16 years old.

15.4 As we are reliant upon your communication of the correct age of the Cardholder, it is your responsibility to ensure that the minimum age restrictions are complied with.



16_ PAYMENT DEVICES ON FINAL EXPIRY OR WHERE PARENT WALLET IS CANCELLED

16.1 The Parent Wallet or the Payment Device may be cancelled by the Parent at any time. If the Parent Wallet is cancelled but not the Payment Device, the Payment Device will continue to be able to be used until the Value on the Payment Device reduces to zero. However, the Payment Device will not be able to be loaded with further Value after the cancellation of the Parent Wallet. Accordingly, before you cancel a Parent Wallet, you should carefully consider how Payment Devices will used in the future. In such situations, the Child Wallet holder should use all available Value by the Payment Device expiry date to ensure the benefit of the Value is received. In the circumstance where the Parent Wallet is cancelled or terminated and Value remains in a Child Wallet, the Value is deemed gifted to the Child and the Child may make a Cash Out Request per the Terms above as they apply to Parent Cash Out Requests which shall applying with all necessary amendments to accommodate Child Cash Out Requests in such circumstances.

16.2 On the final expiry or cancellation of the Payment Device, and where the Parent Facility has not been cancelled or Locked, you (as Child Wallet holder), you agree to any remaining Value on the Payment Device or in the relevant Child Wallet being Transferred to the Parent and we may Transfer the Value to the Parent Wallet

.

17_ FEES + CHARGES

17.1 There are no direct or indirect fees and charges charged by us or a Related Person associated with the use of the Facility, Payment Devices and SquareOne App, other than the Fees and those expressly contemplated in these Terms.

17.2 You agree to pay us the Fees and any other amount expressly contemplated in these Terms. Fees are payable at the time noted next to the Fee or in these Terms. You authorise us and our Related Persons (as applicable) to deduct all Fees from the applicable Parent Wallet, Child Wallet or the debit or credit card that you have nominated to fund the Facility. All Fees are inclusive of any applicable GST.

17.3 Merchants, financial institutions and third-party payment providers may also impose a fee or surcharge for using their payment facilities.

Please note that these types of fees fall entirely outside our control and are not charged or received by us. Accordingly, we cannot accept any responsibility for these fees. Should a retailer, merchant, financial institution or third-party payment provider apply a surcharge for using the Facility, you will be responsible for paying this fee.

18_ PIN + PASSCODE


18.1 Without limitation, each PIN and Passcode should be unique and not readily associated with you or a common or repeated sequence or pattern.

18.2 Each PIN and Passcode must be kept private and not disclosed to anyone. Without limitation, you must not record your PIN in any way that may be read or decoded with reasonable effort or allow anyone to watch as the PIN is entered into any device.

19_ CHANGE IN MOBILE NUMBER


19.1 If you change your mobile phone number, it will not be automatically changed or updated against the Facility. You shall update your details in the SquareOne App. If you change your mobile phone number without doing so, your Facility may not work properly. You acknowledge that another person may gain access to your previous mobile number that may still be linked to certain accounts of yours.


20_ SECURITY OF FACILITY

20.1 You must provide notice to the Support Centre immediately if:

  • someone gains access to your Facility or Facility details or they are otherwise compromised;
  • the Facility is misused, or your Electronic Device or Payment Device is lost or stolen or is not working properly;
  • the security of a Passcode is breached in any way;
  • there are reasonable grounds to believe any of the above might occur or might have occurred; or
  • if you suspect, or have reason to suspect, that your Facility details or Payment Device may have been used by someone else without your authority.

20.2 Additionally, you should immediately Lock each Facility and Suspend each Payment Device using the SquareOne App where any of the above has occurred.

20.3 If we, a Related Person or MasterCard or any Provider has grounds to consider your Payment Device may have been compromised (including owing to fraudulent transaction or activity of any form or type, or otherwise) we may Lock the Facilities and/or Suspend your Payment Device. In which case, you will need to order a replacement Payment Device and incur the Fee.

20.4 If a Payment Device is lost or stolen, you may need to migrate the Facility to a replacement Payment Device. You will need to order a replacement Payment Device for a Fee. We reserve the right, at our sole discretion, to decide whether to migrate the Facility and may cancel or Lock the Facility after migration if we determine that the Facility may have been compromised or that the migration request was fraudulent or not authorised by you.

20.5 If you instead opt to cancel (or equivalent) a Facility or Payment Device via the SquareOne App, it will be permanently and irrevocably disabled and a replacement Facility or Payment Device will be required.



21_ CLAIMS BY YOU

21.1 In connection with us being subject to the dispute resolution process of third parties, any claim by you in relation to a potential or actual apparent Unauthorised Transaction or fraudulent transaction or chargeback, must be lodged as soon as you become aware and within ninety (90) days of the date of the disputed transaction.

21.2 All claims after this date (or such earlier date as may be determined by MasterCard) may be declined or denied by us in our sole discretion. If your disputed transaction claim is unsuccessful, in whole or in part, you shall pay us the applicable Fee.

22_ CANCELLATION OF FACILITY

22.1 You may, on any Business Day, request, by notice in writing, for your Facility or Wallet or Payment Device to be cancelled by us.

22.2 Cancellation of each Facility and Wallet incurs a Fee (if any).

22.3 Each Facility, Wallet and Payment Device may be cancelled immediately by us in the event you become bankrupt or insolvent (or are deemed or presumed to be bankrupt or insolvent) under any applicable Law or as contemplated by these Terms.

22.4 Including if we no longer (either temporarily or permanently) have access to the MasterCard card scheme or processing services or platform, we (or we on the direction of MasterCard) may cancel your Facility, a Wallet or Payment Device immediately at any time without cause and with or without giving a reason and without incurring any liability to you.

At our sole discretion we may (but are not obliged to) give you 14 days' advance notice of such termination.

22.5 The Parent Wallet, Child Wallet and Payment Devices (including all associated intellectual property of any description) always remains the property of us (or MasterCard or a Provider or our licensors, in each case, as applicable) and, in respect of our intellectual property, to which you are granted a limited license to the minimum extent needed to give effect to the rights and arrangements contemplated by these Terms.

You grant both us and MasterCard a non-exclusive, royalty-free, world-wide, irrevocable, perpetual, sublicensable (through multiple tiers) right to use, reproduce, display, adapt, edit, copy, modify, transmit, publicly perform, extract and create derivative works from, in any media now known or not currently known) all data received by us from you and by us from MasterCard relating to you as may be received by MasterCard in connection with its processing services, processing platform or card scheme. “MasterCard” and the MasterCard Brand Mark are registered trademarks of MasterCard International Incorporated and MasterCard remains at all times the exclusive owner and/or licensor of the MasterCard intellectual property. Any feedback, comments, ideas, information, posts, data, improvements or suggestions (collectively, "Suggestions") provided by you to us with respect to the SquareOne App or SquareOne will automatically be treated as non-confidential and non-proprietary to you and shall become and remain the sole and exclusive property of ours and we shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you and in any medium in perpetuity.

The SquareOne App, Website, and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by us, our licensors or other providers of such material and are protected by New Zealand and international intellectual property or proprietary rights laws. Unless and except as is expressly provided in these Terms, the material may not be copied, modified, reproduced, downloaded or distributed in any way, in whole or in part, without the express prior written permission of us and any unauthorised use of the material is prohibited.

22.6 Available Balances in a Wallet at cancellation will be dealt with as contemplated in these Terms.

22.7 You waive all recourse to us and our Related Persons with respect to the Facility after cancellation of a Facility in accordance with these Terms.

23_NON-USE OF THE FACILITY

23.1 Where applicable, the monthly subscription Fee will continue to be charged during periods of inactivity.

23.2 Where the Available Balance of the Facility is less than the amount of any Fee payable, we may (at our discretion) cancel the Facility. To the extent permitted by law, neither we nor a Related Person are required to inform you of the closure of your Facility in such circumstances and you waive all recourse to us, a Related Person, MasterCard and a Provider with respect to the Facility after such closure. After this time, your Payment Device cannot be used with the Facility, or any other Facility.

23.3 Where you have not operated on the account for a period of 6 years, whether by deposit, or withdrawal, or instruction in writing, or cancelled the Facility, we may transfer the balance of the Value on the Wallet to the Crown as “unclaimed money” in accordance with the Unclaimed Money Act 1971 (as may be amended).

This clause shall not apply where the funds or Value are $100 or less, and either before 1 June after the end of the period of 6 years, or, as the case may be, 25 years specified in section 4 of the Unclaimed Money Act 1971, that unclaimed money is, without limiting any claim that you may have to the funds, applied by us for our own benefit or for the benefit of any other person or for any purpose or object.

24_LIABILITY FOR TRANSACTIONS
24.1 MasterCard Zero Liability Protection Promise: In addition to the liability limits stated in these Terms, pursuant to MasterCard’s Zero Liability Protection promise, you will not be held responsible for unauthorised transactions if (and subject to applicable law imposing a greater liability or a conflicting obligation): you have used reasonable care in protecting against loss or theft; and you promptly reported loss or theft to us.

24.2 Where the MasterCard protection applies, we shall refund the amount of the Unauthorised Transaction within seven (7) Business Days, subject to: us having received all reasonably requested information promptly; you not otherwise being in default or breach of these Terms; and we reasonably determining that further investigation is not necessary before refunding the amount of the Unauthorised Transactions based on: the use of the Parent Wallet; the nature and circumstances surrounding the unauthorised transactions; and any delay in notifying us of the Unauthorised Transaction.

Any refund is conditional upon the final outcome of our investigation of the matter and may be declined or later withdrawn again by us where we consider that this provision does not or will not apply as a result of those investigations. Where you are entitled and remain entitled to a full refund pursuant to this clause, your liability for the unauthorised transaction will be limited to the amount of the refund.


25_YOUR CONTACTLESS TRANSACTIONS LIABILITY

25.1 Other than as expressly provided for in these Terms, and notwithstanding the definition of Unauthorised Transaction, all Contactless Transactions performed using a Payment Device or Facility (regardless of your knowledge, consent or authorisation) shall be deemed to have been authorised by you (even if not actually authorised by you).

You will be liable for all Contactless Transactions unless in our sole opinion you have (consistent with these Terms) exercised reasonable care in safeguarding the Payment Device from risk of loss or theft and, on upon becoming aware of such loss or theft, you promptly reported the loss or theft to us.


26_YOUR LIABILITY WHERE YOU CAUSE OR CONTRIBUTE TO THE LOSS

26.1 You will also be liable for Unauthorised Transactions and losses associated where you could reasonably be considered in our sole opinion to: i) have caused or contributed to the losses; or ii) have failed to exercise reasonable care in safeguarding the Payment Device or Digital Wallet from risk of loss or theft and, upon becoming aware of such, failed to promptly report the loss or theft to us; in each case which may include as a result of:

  1. you disclosing a Passcode to anyone or allowing another person to have access to, come into contact with, loan, use or interact with your Electronic Device, Facility, Payment Device, Digital Wallet or your SquareOne App or its Passcode;
  2. you delaying notification of the misuse, loss, damage or theft of your Electronic Device or Payment Device or that the security of a Passcode or Digital Wallet may have been breached;
  3. any use of your Passcode in connection with a transaction or Transfer in your Electronic Device, Digital Wallet or otherwise;
  4. you failing to take all reasonable steps to prevent unauthorised access, the Unauthorised Transaction or the loss;
  5. your breach of these Terms; or
  6. your fraud, wilful default, reckless disregard or carelessness in failing to prevent unauthorised access, the Unauthorised Transaction or the loss.

26.2 Other than:

  1. in the case of: (a) your fraud; (b) your wilful default or reckless disregard; (c) your breach of these Terms; (d) Loss and Expense that was caused by you; or
  2. to the extent the Loss and Expense was contributed to by you or you did not take all reasonable steps to mitigate your Loss and Expense,

you will not be liable for any Unauthorised Transactions or losses associated:

  1. (including Contactless Transactions) from such time that you have both notified us in compliance with notification requirements in these Terms and that the relevant Facility or Payment Device has been Locked or Suspended (as applicable) by you or us, and remains so;
  2. that are transactions debited more than once in error to your Facility;
  3. before the Parent Wallet has been activated; or
  4. resulting from fraud or wilful default or negligence by us.

26.3 Where your liability is not avoided pursuant to the above by reason that you contributed to the Loss and Expense or you did not take all reasonable steps to mitigate your Loss and Expense (and not because of your fraud, your wilful default, reckless disregard, breach of these Terms, or because the Loss and Expense was caused by you), any liability you may have for any one Unauthorised Transaction or Losses and Expenses associated shall be limited to the lesser of:

  1. the amount of the actual Losses and Expenses (if that amount is less than the value that was stored in a Wallet at the time the loss occurred);
  2. the actual Losses and Expenses at the time we were notified of the loss in accordance with these Terms;
  3. the Limit being the maximum balance at any one time across all Wallets.

26.4 Indemnity: You indemnify us and our Related Persons for all Losses and Expenses suffered or incurred by us where you or a Child are in breach of Law or have acted fraudulently or in wilful default of these Terms (for any reason or cause) including those Losses and Expenses suffered or incurred by us in enforcing these Terms in such circumstances and the indemnity may, without limiting our or a Related Person’s rights, be claimed as a debt or liquidated demand.



27_OUR LIABILITY

27.1 To the maximum extent permitted by law, neither we nor a Related Person is in any way liable to you (and you agree to hold us and our Related Persons harmless for) for any Losses and Expenses (including loss of Value loaded to the Facility) relating to matters outside of the reasonable control of us or our Related Persons (as applicable) (including the following) or relating to:

  1. your Available Balance not being sufficient to fund a transaction using the Facility or Payment Device; or

  2. a payment terminal or electronic or networked system not working properly; or

  3. problems with the communications network to which a terminal connects or where an authorisation is declined for any particular transaction regardless of the reason; or

  4. the performance by, or any act or omission of, a Provider; or

e. circumstances beyond our reasonable control preventing a transaction; or

f. any failure of the Facility or failure to provide the Facility due to events outside our reasonable control; or

g. any incorrect Transfer made by you into the incorrect Facility; or

h. any wider system failure or any temporary interruptions in service (including a failure or temporary interruption of interconnecting systems); or

i. any industrial or labour dispute; or

j. the unavailability of, or inability to use, the SquareOne App or Website for any reason including due to maintenance or downtime or software bugs;

k. any device that does not accept the Facility; or

l. the way in which any refusal to accept the Facility is communicated; or

m. any infringement by you of any currency laws in the country where the Facility is issued or used; or

n. any dispute between you and a supplier of any goods or services purchased with the Facility; or

o. any content on the Website or in or on the SquareOne App that is a third party’s content;

p. cyber criminal activity including hackers; or

q. our taking any action required by any Law or court order; or

r. any disputed transaction or activity where you revealed or made known the Passcode; or

s. any transaction which required the Payment Device or Electronic Device to be present, except for those transactions for which you may not be liable under these Terms; or

t. any inability to supply Payment Devices due to the unavailability of Payment Devices generally or otherwise; or

u. any failure to authorise a purchase transaction (even if the Available Balance exceeds the transaction amount at the time of the authorisation request) if this results from the application of prudent risk management tools; or

v. the fact information sent over the internet cannot be completely secure and the internet and the online systems are not fully controlled us or our Related Persons and may not function at all times and may experience unavailability or interruption or errors or the interception or loss of personal information or other data or property; or

w. steps we or Related Persons take in order to enable compliance with any Laws or to appropriately respond to any Change in Law (acting in our sole discretion) or to take necessary action in order to make a change necessitated by an immediate need to restore or maintain the security or integrity of our systems, MasterCard’s card scheme systems, the relevant transaction processing systems or the Trustee bare trust arrangements contemplated in these Terms; or

x. a Change in Law and we may immediately terminate these Terms and any Facility or Payment Device without liability to you to the extent a Change in Law (or reasonably anticipated Change in Law) could reasonably result in us being in breach of any Law (in place or anticipated) or expose us to a Law risk that is unacceptable to us in our sole discretion; or

y. you not receiving any notice or correspondence or Payment Device from us or a Related Person if you do not keep your contact details with us up to date by you or you do not notify us promptly when your contact details change; or

z. late, lost or misdirected SMS messages or emails caused by your failure to maintain accurate personal details with us, or by system constraints or failures experienced by email or mobile phone service providers; or

aa. transactions being blocked, delayed, frozen or refused by us where we are acting in good faith in respect of obligations under AML Legislation, Sanctions Legislation or Law.

27.2 To the maximum extent permitted by law:

  1. other than as expressly provided for in these Terms, neither we nor any Related Person makes or gives any warranty or representation (express or implied and statutory or otherwise) in connection with the Facility, or the software or hardware system or elements used in connection with the Facility or Payment Device (including the SquareOne App and Website), or the Trustee trust arrangements, including as to suitability, tax consequences, legal rights and obligations, merchantability, title, non-infringement or fitness for purpose or ability to achieve any intended results, and the SquareOne App is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects and without warranty that it may be compatible or work with any other software, our systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected or that the application, or that its servers, the content, or e-mails sent from or on behalf of us are free of viruses, scripts, or other harmful components; and
  2. any conditions, warranties or other terms implied by law are excluded to the fullest extent permitted by applicable law.

27.3 Limitation of liability: To the maximum extent permitted by law, any liability that we or a Related Person may have to you under or directly or indirectly connected with these Terms, a Facility or a Payment Device shall be limited in aggregate to a maximum of an amount equivalent to your Available Balance at the applicable time.

To the maximum extent permitted by law, and other than in the case of fraud, or wilful default by you, no Party (nor a Related Person) will be liable to the other directly or indirectly connected with these Terms, a Facility, the SquareOne App, the Website, or a Payment Device for any indirect, special, incidental or consequential loss, whether or not that loss was, or ought to have been, contemplated by the person in breach (and related to the use or inability to use the SquareOne App, Website, Facility or Payment Device, or otherwise).

Neither we nor a Related Person will be liable to you for any loss of profits, loss of data, cost savings, opportunity, or reputation, regardless of the cause. These limitations and exclusions apply to all forms of liability (whether in contract, equity, negligence, or otherwise), except to the extent that neither we nor a Related Person (as applicable) cannot lawfully exclude or limit that liability by contract.


27.4 Mitigation of Loss: Where you suffer any Losses and Expenses, you must use all reasonable endeavours to mitigate such Losses and Expenses.

27.5 Evidence: Statements and representations made by you during conversations in any form with the Support Centre shall be deemed true and accurate, and we may rely on them, even if not recorded or recorded in writing (which we may do).

27.6 Communications

  1. You agree that we and a Related Person may give written notices or other communications to you under or in connection with these Terms at our determination, either:
  1. by writing to you at your residential or postal address last known to us;
  2. by giving it to you personally or leaving it at your residential or postal address last known to us;
  3. by electronic communication to you via email or SMS to the e-mail address or mobile number or Electronic Device (as applicable) last known to us, or through the transaction history or notification system in the SquareOne App; or
  4. if the notice or communication is not personal to you, by publishing it on the Website or through the SquareOne App.
  1. Apart from the information provided to you with the Payment Device and any notices or communications given by us pursuant to the above, all communication and documentation related to the Facility will be in electronic form (including by telephone, if applicable), and neither we nor a Related Person shall be required to issue a paper copy of any transaction, documentation, or other information. Copies of the information that we provided electronically will be held by us for up to seven years from the date it was communicated.
  2. If we or a Related Person give a notice or other communication to you by SMS, e-mail or other electronic communication source, the content of the notice may be:

1. set out in the body of the text; or
2. incorporated into a video transmission; or
3. included as an electronic document attached to the communication; or
4. made available at the Website or SquareOne App for viewing by you (with the communication advising you of this and of the general nature of the information and giving you the ability to readily access the information electronically).

27.7 If we or a Related Person give a notice or other communication to you:

  1. by post, you are taken to have received it when it would be delivered in the ordinary course of the post;
  2. by giving it to you personally or leaving it for you, you are taken to have received it on the day of delivery; or
  3. electronically, you are taken to have received it on the day it is transmitted.

You agree that, for the purpose of communications originated or received by us or a Related Person, we or a Related Person:

  1. may verify your identity by reference to any or all of the information given by you when activating the Facility or during registration or any changes made to this information; and
  2. may follow your instructions if satisfied by that verification.

28_CHANGES TO THESE TERMS

28.1 We may (or MasterCard may require us to) change these Terms at any time. A change may:

  1. change a Fee;
  2. introduce new terms or conditions;
  3. require you to cease using the current SquareOne App or to install a new version of the SquareOne App;
  4. require you to replace the Payment Device, and add the new Payment Device to the Facility;
  5. require you to change the Passcode; or
  6. alter these Terms in some other way.

28.2 Subject to these Terms, we or a Related Person (as applicable) will endeavour to notify you in advance of most changes via one or several of:

  1. SMS; or
  2. Website; or
  3. Email; or
  4. push notification; or
  5. the notification system or the transaction screen in the SquareOne App; or
  6. by updating these Terms and making them available in the SquareOne App, on the website or on request,

however, urgent changes (including changes necessitated by an immediate need to restore or maintain the security of the system in which the Facility is used or managed) can be made subject to the law without prior notice.

28.3 We or a Related Person may also let you know of any upcoming changes by:

  1. publishing it in a notice or advertisement in a major daily newspaper distributed in New Zealand;
  2. using another method that the Law allows or requires us to use.

The latest version of these Terms shall be available in the SquareOne App and on the Website and on request.



29_ASSIGNMENT

29.1 We and any Related Person have the right to assign and transfer the benefit of the agreement at any time. We and any Related Person (as applicable) may perfect any assignment by posting a notice to our Website.

29.2 You cannot assign or transfer or Dispose of any of your rights or obligations under the agreement. A Change of Control of you is a deemed assignment and is not permitted.

29.3 A Facility or Payment Device, and any associated rights and/or obligations, must not be sold, resold, assigned, Disposed of, sublet or transferred by you to any other person.

29.4 We may use Providers to perform any function relating to the Facility, a Payment Device or under these Terms and to exercise any or all of our rights or obligations.



30_GOVERNING LAW

30.1 Any dispute in any way connected with these Terms or any agreement between any of the Parties shall be governed by the laws of New Zealand and the relevant Parties submit to the non-exclusive jurisdiction of the New Zealand courts.



31_SEVERABILITY

31.1 If at any time a provision of these Terms is or becomes illegal, invalid or unenforceable in any respect, that will not affect or impair the legality, validity or enforceability of any other provision of these Terms.

31.2 Non-waiver: Any failure or delay by us or a Related Person to enforce a term of these Terms does not mean a waiver of them.



32_CONFLICT

32.1 If any aspect of these terms and conditions conflicts with any right given to you by law, these terms and conditions will override or exclude those rights to the extent permitted by law. These terms and conditions are to be read subject to all applicable laws.

32.2 If there is any conflict between the terms of these Terms and any other agreement or arrangement between you and us, the provisions of these Terms will apply.



33_SURVIVAL

33.1 Termination or cancellation will not affect the rights and liabilities of the Parties which have accrued before the termination or cancellation. Clauses intended to survive the termination of this Agreement continue to apply to each Party following termination of this Agreement.

33.2 Further Assurance: In connection with giving full effect to this these Terms (or to such parts of it as remain operative after cancellation or termination) and securing to us the full benefit of the rights, powers and remedies conferred upon us in these Terms, you from time to time on being reasonably required to do so by us, will promptly use all reasonable endeavours to do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form reasonably satisfactory to us.

33.3 Rights of third parties. This Agreement is not intended to confer any benefit on or create any obligation enforceable by any person that is not a Party (other than to confer benefits on MasterCard and our Providers able to be actioned by them).

33.4 English: These Terms have been prepared and accepted in English and, to be valid, all certificates, communications and other documents made in connection with it must be in English. Each of the Parties understands English and agrees for all communications relating to these Terms (including in connection with any litigation) to be served on or by it in English.



34_PRIVACY AND INFORMATION COLLECTION

34.1 We may transfer personal data outside New Zealand (including to the United States of America), for the purposes of authorizing, recording, clearing and settling transactions, and MasterCard acts as an entity that may process personal data on behalf of us for these purposes.

MasterCard will only undertake processing of personal data in accordance with our instructions and the MasterCard Standards and will comply with obligations as applicable to MasterCard under the applicable data protection Law. MasterCard may also process personal data in connection with certain MasterCard services as required or contemplated by the prevailing MasterCard Rules.

34.2 We and our Related Persons collect your personal information so that we can process your application, establish, administer, maintain and manage the Facility and Payment Device/s provided to you (including doing all things reasonably ancillary).

We may also use your personal information to assist you with inquiries, concerns and complaints you may have, to identify you and to authenticate your use of the Facility or Payment Device, to tell you about products and services offered by third parties that may be of interest to you, to conduct customer satisfaction surveys, to improve our products and services, and for risk assessment purposes and to comply with Law (and doing all things reasonably ancillary).

34.3 The SquareOne App and aspects of the Facility and Payment Devices are provided by or in conjunction with Providers and as such certain of our Related Persons and Providers will have access to the user, transaction, Facility and SquareOne App information for such necessary and ancillary purposes in connection with the Provider’s business and for the purposes of assisting in arrangements in relation to the provision of our product and service, managing the Facility and Payment Devices and related transactions (including Providers who supply administrative, telecommunications, processing or other services in connection with Payment Devices). Such a person may be outside New Zealand or store its data outside of New Zealand and you consent and agree that information may be disclosed to those persons for the purposes.

34.4 If you do not provide personal information to us, we may not be able to provide the Facility or Payment Devices to you, or we may be required to restrict operation of the Facility or product or service.

34.5 Where possible, we will collect personal information about you directly from you. From time to time there may also be occasions (including where we need to verify your identity, undertake customer due diligence, prevent or detect money laundering or terrorist financing and where we are required or authorised by law) when we need to obtain personal information about you from a third party. These persons may include banks, financial institutions, government authorities and publicly available sources of information.

34.6 If you provide us with personal information about someone else, you agree to inform that person of the contents of this notice and ensure that they agree to such.

34.7 As between us and our Related Persons and Providers, we may exchange your personal information with each other and with third parties in the normal operations of our business, for example with our corporate partners and affiliates, government agencies, service providers (including auditors, IT support and mailing houses) and providers of services which protect against potential fraud and other crimes. If you owe us money, we may also exchange your information with entities including lawyers, credit agencies and debt collectors.

34.8 We may also disclose your personal information to recipients located overseas, subject to our privacy policy. The privacy policy is accessible via the Website, the SquareOne App and on request and in agreeing to these Terms you also accept the terms of the privacy policy.

34.9 When you provide us with your personal information for the purposes of acquiring the Facility or a Payment Device, you consent to us collecting, using and disclosing your personal information in the manner described above.

34.10 Our privacy policy contains information about how you may access and seek correction of the information we hold about you, how you may make a complaint about a breach of your privacy rights and how we deal with complaints.

34.11 The Website and SquareOne App uses our and third party "cookies" (small piece of data stored on your computer or mobile device by your web browser or small pieces of data attributed to you or your device) and other similar technologies. We use these to, amongst other things, enhance the performance and functionality of the SquareOne App and Website, help us identify your browser, provide analytics, remember information about you such as your language preference or login information. Certain functionality may become unavailable without use of certain cookies.



35_APP STORES

35.1 Although the SquareOne App may be available for download in the Google Play Store (“Google”) or the App Store (“Apple”), neither Google nor Apple representatives are a party to these Terms and shall have no obligations with respect to the SquareOne App or SquareOne product or service. Google and Apple shall be deemed third party beneficiaries of these Terms.

These Terms incorporate by reference the Licensed Application End User License Agreement (howsoever called) published by Apple and Google, for purposes of which, you are “the end-user”.

In the event of a conflict in the Terms of the Licensed Application End User License Agreement and these Terms, the terms of these Terms shall control. We are a third party beneficiary of any Licensed Application End User License Agreement (howsoever called) between Apple or Google (as applicable) and you as “the end-user”.



36_AVAILABLE BALANCES HELD ON TRUST

36.1 The Trustee shall hold all funds that you load (including reload) on bare trust and as nominee for you as the Parent Wallet holder and beneficial owner in accordance with these Terms. The Trustee shall have nominal and legal ownership of the funds, but beneficial ownership remains with you, as Parent Wallet holder.

36.2 From the time when loaded funds are no longer included in the Available Balance (other than by reason of Merchant authorisations or pre-authorisations or “held” amounts” not yet cancelled by Merchants, but including by reason of you making a payment transaction, a Cash Out Request being processed, or because a Fee is payable to us), the differential amount is no longer held on trust and is applied by the Trustee and us in a manner consistent with these Terms. Without limiting the foregoing, operated as intended, the trust arrangements should result in the amount being held on trust at any one time being sufficient to discharge any liabilities to Wallet holders and to honour Cash Out Requests received in accordance with these Terms.

36.3 Available Balances held on trust shall be held by the Trustee in a trust account and may be comingled with other Wallet holder amounts being similarly held on trust.

36.4 The Trustee agrees to transfer, pay, and deal with those funds in such manner as you, as beneficiary (or those authorised by you, including Children), shall from time to time direct. The Trustee shall comply with the directions of the beneficiary (or those authorised by you, including Children) and has no independent power, discretion or responsibility in connection with the trust property other than to act in accordance with that contemplated in these Terms and per your directions (or those authorised by you, including Children) (to the extent not inconsistent with these Terms).

36.5 Standing beneficiary directions include that the Trustee shall apply the Value and funds consistent with that contemplated in these Terms as directed by us, including honouring Payment Device transactions, Transfers and the payment of all Fees to us and any amounts you (including Children) may be liable for under these Terms.

36.6 Any direction or instruction given to the Trustee shall be in writing (and that contemplated in these Terms shall be deemed to be instructions given in writing) and deemed to be irrevocable in all respects (except with the written consent of the Trustee).

36.7 If you do not respond to the Trustee’s request for instructions or our requests for instructions within any reasonable timeframe required by the Trustee or by us, you instruct the Trustee to accept instructions from us, to be given by us in good faith.

36.8 Other than as expressly set out in these Terms, the Trustee will have no other duties, obligations or liabilities to you as beneficiary or otherwise.

36.9 Other than in the case of Trustee fraud or gross negligence, you, shall at all times indemnify and keep indemnified the Trustee and each Related Person against all Losses and Expenses which may be claimed against the Trustee or a Related Person or which the Trustee or a Related Person may incur as a result of the Trustee holding the funds or agreeing to hold the funds on trust under these Terms (including by reason of the funds being held in the name of the Trustee on bare trust and including by reason of transactions for which you are liable under these Terms or for Losses and Expenses for which you are liable under these Terms).

You shall punctually pay all amounts which the Trustee may be liable to pay from those funds in connection with these Terms, and any Fee representing a cost and expense incurable by the Trustee in the execution of the trust and the Trustee is deemed to be directed by you to satisfy any liability owing to it as a result of Losses and Expenses contemplated above out of the funds.

36.10 In consideration of the Trustee services and arrangements contemplated in these Terms, we as a Related Person of the Trustee are entitled to any interest earned on funds or Value (or its equivalent) in connection with the trust arrangements.

36.11 In exercising its powers set out in these Terms, and to the maximum extent permitted by law, the Trustee shall not be liable for or in respect of:

  • SquareOne or the Facility, Payment Device or any product or service provided by us;
  • any Losses and Expenses incurred by you (as beneficiary or otherwise) under or in connection with these Terms, except to the extent that the Trustee acted in fraud or with gross negligence.

36.12 The Trustee may disclose the details of its appointment under these Terms as nominee and bare trustee for you and each beneficiary (including the identity of any beneficiary and balance of funds held), or information regarding the acquisition or disposition of the funds by you or a beneficiary, to us or such other persons as the Trustee thinks fit.

36.13 Upon the transfer or disposal of any funds held by the Trustee in accordance with these Terms, the nomination and bare trusteeship established by these Terms between the Trustee and that beneficiary will be at an end with respect to those funds and the Trustee will have no further liability or duties to you or that beneficiary with respect to those funds.

36.14 In connection with any one beneficiary or some or all, the Trustee may terminate the trustee arrangements set out in these Terms (with or without giving any reason for such resignation). On such termination, the Trustee will transfer each relevant beneficiary's funds to:

a. the relevant beneficiary; or

b. replacement trustee appointed in writing by us to hold each beneficiary's funds on terms that are either the same or substantially similar to the terms herein.

36.15 In connection with any one beneficiary or some or all, the Trustee may resign its nomination and bare trusteeship under these Terms at any time by giving written notice of resignation to us and the relevant beneficiaries (with or without giving any reason for such resignation). As soon as reasonably practicable following the Trustee’s resignation, the Trustee agrees to transfer all funds it holds for relevant beneficiaries to:

a. the relevant beneficiary (or the nominee of each beneficiary); or

b. if we direct the Trustee, a replacement trustee appointed in writing by us to hold each beneficiary's funds on terms that are either the same or substantially similar to the terms herein.

36.16 Upon transfer of the funds following termination or resignation, the nomination and bare trusteeship established by these Terms will be at an end and the Trustee will have no further liability or duties to you or that beneficiary.

36.17 You acknowledge and agree that on final expiry, revocation, cancellation or termination of a Facility or Payment Device, or where the Trustee is instructed by us that that we consider in our sole discretion that you are in non-compliance or have breached these Terms, that the Trustee may (but is not obliged to) return all funds to you and terminate the nomination and bare trusteeship established by these Terms, and the Trustee will have no further liability or duties to you or that beneficiary.