General
The Terms and Conditions in Sections 1 to 18 below (Terms) govern your use of MYOB’s Payment Service (Invoicing) (New Zealand) (MYOB’s Invoicing Service). When you activate (and through your ongoing use of) an MYOB’s Invoicing Service Payment Channel you agree to be bound by the Terms (as amended from time to time).
The Glossary in Section 18 includes definitions of capitalised words used in the Terms. The Terms are up to date as at the date stated above. We may update the Terms from time to time in accordance with Section 13 and, if we do so, we will make that updated version available on our website.
What is MYOB’s Invoicing Service?
MYOB’s Invoicing Service allows your customers to pay your invoices quickly and easily using a range of payment methods.
MYOB’s Invoicing Service
MYOB invoicing service partners with Stripe to:
Support payment types such as Visa or MasterCard credit and debit cards with more payment methods to be added
Provide seamless integration with your accounting software for simple reconciliation of your invoice payments
Provide a fully integrated payment page enabling your customers to make real-time payments via our banking gateway
Provide a merchant facility with multiple payment acceptance options
Protect your transactions with sophisticated fraud monitoring detection tools
Payments made by your customers using MYOB’s Invoicing Service (less any fees payable to MYOB or Stripe) will be deposited into your nominated business Account as cleared funds, usually by the second business day after the invoice is paid by your customer.
Further details on the conditions of use are set out later in the Terms.
What are the costs?
The costs of using MYOB’s Invoicing Service are published on our website.
Billing process and Settlement
You agree that the fees payable by you to MYOB or Stripe for the use of the MYOB Invoicing Service will be set off against the total aggregate of invoices paid.
You will be paid on a daily basis usually 2 business days after your invoice is paid by your customers.
You will have visibility of fees in real time on the MYOB Online Invoicing Portal. You will be able to export transactions on the MYOB Online Poral and filter your data such as setting date range filters.
Fee variations
Please note that certain Fees can vary or may be waived from time to time, as a result of special offers by us, or otherwise in accordance with the Terms. Any such variations or waivers will be published on our website.
What to do if you have a concern?
Contacting us
You should contact:
a. Stripe in relation to issues in relation to the payment of your invoices using the MYOB Invoicing Service. You should do this by contacting Stripe’s customer service team as shown in the bottom right of each Stripe window, near the action button and the “Powered by Stripe” label. Stripe also provides a “Contact Support” link throughout their support site; and
b. MYOB if you suspect an error has occurred in the creation of your invoices or if you experience any other problems concerning the use of the MYOB’s Invoicing Service. You should do this by either calling MYOB’s Invoicing Service support team on 0508 328 283 or emailing us at payments_support@myob.com
What MYOB and Stripe will do
MYOB and/or Stripe will promptly look into your concern and decide what course of action should be taken. MYOB and/or Stripe will seek to resolve your concern immediately, however if that is not possible, we will both aim to resolve it within five (5) business days. If this is not possible, we will keep you informed of progress and how long it is expected to take to resolve.
The terms
1. Introduction
These Terms govern your application for and ongoing use of MYOB’s Invoicing Service. These Terms also explain relationships with 3rd Parties involved in MYOB’s Invoicing Service, the available Payment Channels, and our and your respective obligations to each other. These Terms are divided into the following parts:
Sections 1 to 18 – General Terms
This part sets out terms and conditions that apply to all Payment Channels available with MYOB’s Invoicing Service.
Section 18 – Glossary
This sets out definitions and principles of interpretation for these Terms.
2. Application for MYOB’s Invoicing Service
a. To be eligible to use MYOB’s Invoicing Service and activate any of the available Payment Channels, you must at the time of your application:
i. be the registered user of a Complying MYOB Product;
ii. be approved by us and Stripe to use MYOB’s Invoicing Service and to activate each of the available Payment Channels;
iii. have a valid NZBN;
iv. nominate a Settlement Account which must be in the same name as the Business applying to use MYOB’s Invoicing Service; and
v. pay any applicable application Fees to us and Stripe.
To continue to use MYOB’s Invoicing Service you must continue to comply with Points i. to v. above.
b. An approval to use MYOB’s Invoicing Service only relates to one Business. A separate application must be made for of each Business for which you wish to use MYOB’s Invoicing Service.
c. You must nominate a contact person or persons who are authorised to provide instructions to us on your behalf relating to your use of MYOB’s Invoicing Service and any activated Payment Channels.
You must name that person or persons and provide accurate and current phone and email details for each of them. You acknowledge that the contact person or persons nominated will be given permission to authorise Adjustments and be provided with transaction details relating to your use of MYOB’s Invoicing Service and any activated Payment Channels.
d. Your application and ongoing use of MYOB’s Invoicing Service, the Stripe Service and any available Payment Channels, is subject to you providing us all required application information, passing our internal checks and checks of Stripe and any other 3rd Parties, and meeting any specific requirements of a Payment Channel (including those set out in the Stripe Connected Account Agreement or in relevant application documentation that we provide to you). We will notify once your application has been fully approved.
f. You, as user of MYOB’s Invoicing Service, are fully responsible for ensuring that all information provided to us (and Stripe) to setup your use of MYOB’s Invoicing Service and any Payment Channel is correct. You acknowledge and agree that we are not responsible for any consequences that arise out of your provision of inaccurate information to us.
g. You authorise, or you must ensure that the relevant person authorises, us, Stripe and any other 3rd Parties that we have contracted with for this purpose, to undertake all necessary credit reference and other checks. You must provide, or ensure that the relevant person provides, all information that is required (as notified to you by us) in respect of your application to use MYOB’s Invoicing Service and/or activate a Payment Channel.
h. MYOB will advise you whether your application to use MYOB’s Invoicing Service, the Stripe Service or to activate a Payment Channel has been approved and Stripe will advise you whether such application has been declined, but neither MYOB nor Stripe need to give reasons why an application or activation request is declined or approved. We may set a minimum time period before a new application or activation request may be made.
i. If you are approved to use MYOB’s Invoicing Service, the Stripe Service and activate a Payment Channel, you may be given the relevant User Guide for that Payment Channel, which will form part of these Terms.
j. If circumstances affecting you may amount to a change of control for your Business (within the meaning of Section 10.a.xvi. you must advise us immediately, and if we ask you to, you must resubmit an application to use MYOB’s Invoicing Service, the Stripe Service and activate the required Payment Channels in respect of your Business(es)
We will treat that resubmitted application as a new application. Your use of MYOB’s Invoicing Service, the Stripe Service and any activated Payment Channels will be suspended from the time you notify us of the potential change of control. If your new application is not approved, your use of all Payment Channels will be terminated in accordance with Section 10.a.xvi.
k. To request changes to the details that you have provided to us in relation to MYOB’s Invoicing Service, the Stripe Service or a specific Payment Channel (e.g. account details, contact details), you must submit the appropriate documentation to us as requested, signed by the appropriate person(s) specified in that documentation.
3. Other users of MYOB’s Invoicing Service
a. It is your responsibility to ensure that each of your users who has access to the MYOB’s Invoicing Service Portal protects the security of their own Password. You acknowledge and agree that the indemnity provided by you in Section 12.d. covers any Loss or Claim suffered or incurred due to the unauthorised use of a user account Password.
b. You must ensure that all users of your Complying MYOB Product have read and agree to abide by these Terms.
4. Privacy and confidentiality considerations
a. We will comply with our obligations under the Privacy Law in relation to Personal Information that we collect in connection with your MYOB’s Invoicing Service subscription. Full details of our privacy policy (the MYOB Group Privacy Policy) are available on our website.
b. As part of the application process for MYOB’s Invoicing Service, , the Stripe Service and the activation process for a Payment Channel and (in certain cases) your ongoing use of any activated Payment Channels, credit or other checks may need to be undertaken by us, Stripe or other 3rd Parties.
You acknowledge and agree that we may need to pass information, including Personal Information relating to you or your Personnel to Stripe and other 3rd Parties for the purposes of such checks, and we may receive and use information, including Personal Information relating to you or your Personnel, from 3rd Parties in return.
c. We will not assist in, and do not guarantee the success of, any such credit or other checks.
d. You must:
i. comply with any Privacy Law which you are bound by, or that we notify you that you must comply with (generally because that requirement binds us, Stripe or any other 3rd Party and we wish to pass these obligations on); and
ii. not do anything that does or may cause us, Stripe or any other 3rd Party to breach any Privacy Law.
e. You must not give us any Personal Information in breach of any Privacy Law. You must obtain, and you warrant that you will obtain, the express written consent of the relevant person before providing such Personal Information to us. The consent must include consent for us to pass the Personal Information on to Stripe and any other 3rd Parties (who may themselves pass it on or otherwise deal with it) for the purposes of MYOB’s Invoicing Service and the use of a Payment Channel.
You also undertake to provide, and you warrant that you will provide, notifications to the relevant individual that their Personal Information may be passed to, and used by us, Stripe and any other 3rd Parties or others for these purposes (including in connection with the checks referred to in Section 4.b.)
f. Subject to Section 4.g. unless otherwise expressly permitted by these Terms, you must:
i. treat as confidential and not disclose to any person any information which comes into your possession as a result of your use of MYOB’s Invoicing Service or otherwise in respect of MYOB’s Invoicing Service or these Terms; and
ii. not use any of that information except for the purposes of using MYOB’s Invoicing Service in accordance with these Terms. ‘Information’ in this Section 4.f. includes (but is not limited to) Personal Information, Fees and other charges related to MYOB’s Invoicing Service. You must ensure your Personnel comply at all times with the same obligation of confidence.
g. Section 4.f. does not apply to:
i. any information (other than Personal Information) which is in the public domain or becomes generally known to the public other than through breach of these Terms or another obligation of confidence owed by the disclosing party; or
ii. any information, including Personal Information, to the extent that information is required to be disclosed by the disclosing party under any law or legal process.
5. General obligations
a. You must only use MYOB’s Invoicing Service, the Stripe Services and the applicable activated Payment Channels for the Business (or Businesses) specified in your relevant approved application(s) and in accordance with these Terms.
b. You agree to use MYOB’s Invoicing Service, and provide your customers the ability to make Payments using any activated Payment Channels, in accordance with these Terms and any User Guides or other reasonable directions that are issued to you by us or Stripe from time to time.
c. You authorise us to give any authority, consent or instruction to Stripe or any other 3rd Party or other person in relation to the operation of MYOB’s Invoicing Service, or a specific Payment Channel, provided that authority, consent or instruction is consistent with, or envisaged by, these Terms. To the maximum extent permitted by applicable law, we are not liable to you for any action we take under this Section 5.4.c.
d. You may give your customers the information and materials specified by us in relation to the use of Stripe Services or of a particular Payment Channel, in order to assist them to use that Payment Channel. You must not give your customers any contradictory information or materials.
e. If requested by us, you must promptly give us copies of all information and materials you give your customers relating to Stripe or the Payment Channels.
f. We or Stripe may, at our respective sole discretions, from time to time set limits on the amounts of transactions that you may submit and process using MYOB’s Invoicing Service, the Stripe Service or a Payment Channel (including in regard to a maximum amount for a single transaction or a maximum total amount of transactions within a period of time, e.g. a limit of $25,000 per month). You must comply with any limits set by us as contemplated by this Section 5.f.
g. We or Stripe may, at our sole discretion, require you to provide a security deposit and/or bank guarantee before approving your application for use of MYOB’s Invoicing Service, the Stripe Service or a Payment Channel. The purposes of this deposit and/or guarantee is to provide risk coverage for us and the amount of that deposit and/or guarantee will be determined based on the nature of your use of MYOB’s Invoicing Service, including the level of perceived risk for that use.
6. Intellectual property
a. Until we cease to provide you with use of MYOB’s Invoicing Service, we grant you a limited, personal, non-transferable, non-exclusive licence to:
i. access and use MYOB’s Invoicing Service and the applicable activated Payment Channels (and associated documentation that we provide to you, such as the User Guides) for the internal business purposes of the Business (or Businesses) specified in your relevant application(s), in accordance with these Terms; and
ii. use the MYOB’s Invoicing Service trademarks (as notified to you from time to time) on your MYOB’s Invoicing Service invoices and other documents specified by us and in any other way that we permit from time to time.
b. These Terms do not give you any intellectual property rights in, or other rights in respect of, MYOB’s Invoicing Service, the Stripe Service the Payment Channels or any of our (or our licensors):
i. software, documents, templates, marketing material, trade marks, business names, logos, trading styles, get-up, processes or methodologies; or
ii. other intellectual property, other than those rights which have been expressly licensed to you under these Terms.
c. You must not, and you must ensure that your Personnel do not:
i. use, operate, copy, reproduce, modify, distribute, sell, sub-license or rent MYOB’s Invoicing Service, the Stripe Service, the Payment Channels or the intellectual property rights or other materials contemplated in Section 6.b. (the Materials), except as expressly provided in these Terms or another agreement with us or a related body corporate of ours or with our prior written consent;
ii. disassemble, decompile or reverse engineer all or any parts of MYOB’s Invoicing Service, the Stripe Service, the Payment Channels or the Materials;
iii. use MYOB’s Invoicing Service, the Stripe Service or a Payment Channel in a way that may damage our reputation or goodwill;
iv. introduce a virus, malware, spyware or other disabling or malicious device or code that may cause harm into MYOB’s Invoicing Service or the Stripe Service;
v. allow any person or entity to access or use MYOB’s Invoicing Service, the Stripe Service or a Payment Channel or any Materials, except as expressly provided in these Terms, except as expressly provided in these Terms or another agreement with us or a related body corporate of ours or with our prior written consent; or
vi. operate or sub-license MYOB’s Invoicing Service or the Stripe Service for the benefit of a 3rd party, including as a service bureau, time share facility, outsourcing or otherwise.
7. Fees and charges
a. A schedule of our Fees from time to time is available on our website here.
b. We or Stripe may:
i. change the amounts of any Fees or Fee schedules; or
ii. add to, delete from or change the items, transactions or events on which Fees are payable to us, at our discretion by giving you 20 days notice by either:
iii. publishing such changes on our website; or
iv. notifying you directly in accordance with Section 16 of these Terms.
c. If we or Stripe make a change under Section 7.b, you have the option to terminate your use of MYOB’s Invoicing Service and any activated Payment Channel. See Section 9 for more details.
d. You must pay us, or facilitate the payment to us of, all Fees related to your use of the MYOB Invoicing Service and any activated Payment Channel.. You authorise us to set off all Fees payable to us, Stripe or a 3rd Party in respect of your use of an activated Payment Channel.
If, despite this set-off requirement, there are not sufficient funds available to set off your Fees against the aggregate value of your paid Invoices, you must on demand immediately pay a sum to us in cleared funds sufficient to cover all such set-offs.
e. You agree that personal credit information provided may be used and retained by us for the following purposes (as well as other agreed purposes):
i. to provide MYOB’s Invoicing Service and the Stripe Service;
ii. to analyse, verify and/or check your credit, payment or status in relation to the provision of MYOB’s Invoicing Service and the Stripe Service;
iii. to process any payment instructions, direct debit facilities or credit facilities requested by you;
iv. to enable the collection of amounts outstanding in relation to MYOB’s Invoicing Service and the Stripe Service; and
v. to register a default against your credit file in the event you do not respond to the collection of overdue invoices.
f. We may give information about you to Stripe and any other third party for the following purposes:
i. to obtain a consumer credit report;
ii. to allow the third party to create or maintain a credit information file about you including credit history;
iii. to collect amounts outstanding in relation to MYOB’s Invoicing Service or the Stripe Service; and
iv. to register a default against your credit file in the event you do not respond to the collection of overdue invoices.
8. GST and duties
a. The Fees published on our website are exclusive of GST.
b. All payments due to us (e.g. Fees, reimbursement by you to us of any amounts or payments under indemnities) in relation to the MYOB Invoicing Services or Stripe Services that are considered financial services are treated as GST exempt supplies under the GST Act and will not include any GST
c. All payments due to us (e.g. Fees, reimbursement by you to us of any amounts or payments under indemnities) in relation to the MYOB Invoicing Services or Stripe Services that are not considered financial services are to be increased by the amount of any GST liability we have in relation to supplies we make to which those payments relate.
d. All duties (e.g. stamp duty, debits tax, other government charges or financial institution account fees) payable in relation to your use of MYOB’s Invoicing Service and any Payment Channels are payable by you, or where we have paid them, must be reimbursed by you on our request
9. How you can terminate your use of MYOB’s Invoicing Service or an activated Payment Channel
a. You can terminate your use of MYOB’s Invoicing Service or an activated Payment Channel at any time by calling us on 0508 328 283; or
b. Stripe will bill you any outstanding Fees in the next calendar month immediately following termination and we may continue to process Adjustments for a period of up to 6 months after termination. See Sections 10.a.iv. for more details.
10. When we can suspend or terminate your use of MYOB’s Invoicing Service or a particular Payment Channel
a. In addition to rights set out elsewhere in these Terms (including the relevant Payment Channel Terms), we may suspend or terminate, without prior notice, your use of MYOB’s Invoicing Service, the Stripe Service or an activated Payment Channel where:
i. you are no longer a registered user of a Complying MYOB Product or the subscription payment for your Complying MYOB Product is in arrears;
ii. your direct debit authority is cancelled or withdrawn in relation to any subscription payment for your complying MYOB product ;
iii. we or Stripe are unable to debit your nominated Accounts for the relevant Fees, Chargebacks, or other Adjustment;
iv. you refuse to accept, or instruct your relevant financial institution to refuse, a debit by us or Stripe to your Settlement Account for a Chargeback or other Adjustment; or
v. you go into liquidation, take, permit or suffer a step toward going into liquidation, or we reasonably suspect you may do so or we have reasonable concerns about your credit worthiness;
vi. a dispute (including, but not limited to, in respect of a Chargeback) is raised by one of your customers in respect of a payment made by them to you through use of the Stripe Service or a Payment Channel and we reasonably consider that dispute to have arisen due to your inappropriate business practices;
vii. you fail to remedy a material breach of these Terms (including non-payment of any Fees) within five (5) Business Days of notice from us;
viii. 3rd Party arrangements necessary to facilitate a Payment Channel (including between us and Stripe) cease to exist or in our opinion render the ongoing operation of the Payment Channel substantially unworkable or non-functional;
ix. we are required to do so by an agreement with a 3rd Party (including Stripe) in relation to a Payment Channel;
x. the action of a regulator in our opinion renders the ongoing operation of MYOB’s Invoicing Service, the Stripe Service or a particular Payment Channel, substantially unworkable or non-functional;
xi. we believe this is necessary either to protect the security integrity or reputation of MYOB’s Invoicing Service, the Stripe Service or any of its Payment Channels, or to otherwise protect our interests;
xii. a change occurs in your Business, assets or financial condition which in our reasonable opinion has or may have a material adverse effect on your ability to meet your obligations under these Terms, on our rights under these Terms or on any of our agreements with 3rd Parties (including Stripe);
xiii. you have not supplied us or Stripe with the requested documentation as part of our internal application review process within 14 days of receiving the request;
xiv. you have not commenced using MYOB’s Invoicing Service, the Stripe Service or a specific Payment Channel, within 3 months of being approved for MYOB’s Invoicing Service or the relevant Payment Channel (as applicable)
xv. you have stopped receiving Payments from your customers via Stripe Service or any relevant Payment Channel for a period of 13 calendar months or have notified us that you no longer use a Payment Channel;
xvi. in our reasonable opinion (having regard to voting rights, rights to receive income or capital, rights to appoint directors and any other matter which we believe relates to effective control) any person or persons who between them as at the date you were first approved to use MYOB’s Invoicing Service:
1. control you; or
2. control or beneficially own more than 50% of your ordinary shares or other voting, income or capital participation rights, ceases or cease to control you or hold or control more than 50% of those ordinary shares or other rights.
b. We may terminate your use of MYOB’s Invoicing Service or Stripe may terminate your use of the Stripe Services or an activated Payment Channel for convenience at any time, provided that we give you at least three (3) calendar months' notice.
c. Following suspension or termination (other than in accordance with Section 10.b.) we will use reasonable endeavours to notify you in writing.
d. We can lift a suspension or reinstate suspended use in our absolute discretion by written notice to you, and this takes effect on receipt or any later time specified in the notice, subject to you meeting any conditions set out in the notice.
e. If you become aware that a circumstance which would permit us to suspend or terminate your use under Section 10.a has arisen or may arise, you must advise us in writing as soon as possible.
f. Upon suspension of your use of MYOB’s Invoicing Service, the Stripe Services or a particular Payment Channel:
i. you must immediately:
1. cease to access and use MYOB’s Invoicing Service, the Stripe Service and the applicable Payment Channels; and
2. cease to use or distribute material containing any intellectual property rights of ours or any 3rd Party granted to you in relation to MYOB’s Invoicing Service, the Stripe Service or any Payment Channel (as the case requires);
ii. you must comply with any reasonable direction given by us to facilitate that suspension in an orderly manner;
iii. we or Stripe may place conditions upon any subsequent application by you for the use of MYOB’s Invoicing Service or a Payment Channel;
iv. no accrued rights of yours or ours are extinguished or otherwise affected; and
g. You acknowledge that we may at any time and without notice withhold settlement to you of any Payments for a period reasonably determined by us in order to protect us from potential losses that we may suffer as a result of your use of MYOB’s Invoicing Service, the Stripe Service or any Payment Channel, including losses that may arise in connection with:
i. significant pre-payment risk;
ii. suspected fraudulent activity;
iii. excessive Chargebacks;
11. Following termination
a. On termination of your use of MYOB’s Invoicing Service by you or us
i. you must immediately:
1. cease to access and use MYOB’s Invoicing Service, the Stripe Service and Payment Channels; and
2. cease to use or distribute material containing any intellectual property rights of ours or any 3rd Party granted to you in relation to MYOB’s Invoicing Service, the Stripe Service or the Payment Channels;
ii. you must comply with any reasonable direction given by us or Stripe to facilitate that termination in an orderly manner;
iii. we may place conditions on any subsequent application by you for participation in MYOB’s Invoicing Service, the Stripe Service or the Payment Channels;
vi. each limitation of liability in favour of us set out in these Terms and Sections 4.f, 4.g, 6.c, 7.e, 8, 10, 11, 12, 15, 16, 17, and 18 of these Terms together with all other provisions of these Terms that, by their nature, are intended to survive termination will continue to apply;
vii. your or our rights against each other which:
1. accrued before the time of termination; or
2. otherwise relate to or may arise at any future time from any breach of these Terms which occurred before the termination, are not extinguished or otherwise affected; and
b. If your use of the Stripe Service or of a particular Payment Channel is terminated by you or us in circumstances where you will continue to have use of MYOB’s Invoicing Service, the Stripe Services and at least one other Payment Channel:
i. you must immediately:
1. cease to access and use the terminated Payment Channel; and
2. cease to use or distribute material containing any intellectual property rights of ours or any 3rd Party granted to you in relation to that Payment Channel;
ii. we may place conditions on any subsequent application by you for participation in MYOB’s Invoicing Service or the Payment Channels; and
iv. for the avoidance of doubt, these Terms will continue to apply to your ongoing use of MYOB’s Invoicing Service and any continuing Payment Channels.
12. Liability, warranties, representations and indemnities
a. We do not warrant or represent that MYOB’s Invoicing Service, the Stripe Services or any Payment Channel is or will remain suitable or appropriate for your Business’ needs. You acknowledge that MYOB’s Invoicing Service and the Stripe Service are both generic services, the scope and operation of which is likely to change over time and that you are solely responsible for assessing your own Business to determine the ongoing suitability and appropriateness of MYOB’s Invoicing Service, the Stripe Service or any Payment Channel that you use for your Business.
b. To the maximum extent permitted by applicable law, we are not responsible or liable to you for any:
i. Loss or Claim suffered or incurred by you arising in relation to any Payment, Adjustment or other transaction effected via the Stripe Service or a Payment Channel, including any fraudulent, unauthorised or mistaken transaction, Payment instruction, reversal or error correction;
ii. delays, however caused, in the processing of Payments made or received or to be made or received (including within our internal systems), or in other data information exchange, in relation to Stripe or any Payment Channel;
iii. act or omission of ours that results in any direct or indirect loss (including loss of profits), damage, injury or inconvenience you suffer because of any service failure, including any unavailability of the service, any delays or any errors. Under no circumstances will be liable to you for any lost sales, revenue or profit or loss of custom due to any service failure which results in you being unable to promptly accept payments from your customers; or
iv. 3rd Party actions or inaction or the actions or inaction of other persons (including negligent or unauthorised actions or inaction) relating to MYOB’s Invoicing Service or the Stripe Service, including those relating to internet connections, or dealings with any money held.
c. To the maximum extent permitted by applicable law, we are not liable to you for any Loss or Claim, and we are not in default under these Terms, for a failure to comply with these Terms for any cause which could not reasonably be controlled or prevented by us.
Such causes include strikes, lockouts, labour disputes, acts of God, acts of nature, acts of governments or their agencies, epidemic, pandemic, fire, flood, storm, riots, power shortages or power failure, war, acts of terrorism or hostility, sabotage, system failure or disruption, inability to obtain sufficient labour, raw materials, fuel or utilities, lack of telecommunications equipment or facilities or failure of information technology or telecommunications equipment or facilities or suspension or termination of 3rd Party agreements or services (including any agreement between us and Stripe).
d. You indemnify us and our Personnel against any Loss or Claim suffered or incurred by us or any of our Personnel arising from:
i. your or your Personnel’s negligence, misrepresentation, fraud, breach of law or breach of these Terms; or
ii. any Claim made against us by your customers other than to the extent the Claim relates to a dispute, complaint or query directly related to the processing of a transaction by us through the Stripe Services or a Payment Channel.
e. We hold the benefit of the promises in Section 12.d. on behalf of our Personnel.
f. You acknowledge that we will be relying on and using information provided by 3rd Parties and other persons in reporting and other matters, and to the full extent permitted by law, we will not be liable to you where a 3rd Party or other person provides incomplete, untrue or misleading or deceptive information and we use that information in good faith.
g. We expressly disclaim all conditions and warranties, express or implied, relating to the provision of MYOB’s Invoicing Service, the Stripe Services and any Payment Channel, by us under these Terms. If any condition or warranty is implied into these Terms under any legislation (including the Australian Consumer Law) and the legislation avoids or prohibits provisions in a contract excluding or modifying the application of, exercise of, or liability under such a condition or warranty, the condition or warranty will be deemed to be included in these Terms. However, our liability for breach of the condition or warranty is, if the legislation so permits, limited in our sole discretion to:
i. the resupply of MYOB’s Invoicing Service or the particular Payment Channel (as the case requires); or
ii. the cost of resupply of MYOB’s Invoicing Service or the particular Payment Channel (as the case requires), in respect of which the breach occurred, and otherwise will be limited to the maximum extent permitted by law.
h. You represent and warrant to us that:
i. you have all necessary power and authority to agree to these Terms, to use MYOB’s Invoicing Service and any Payment Channel activated by you, and to perform your obligations under these Terms;
ii. you will comply with all laws or industry codes applicable to you in the exercise of your rights and the performance of your obligations under these Terms; and
iii. all information provided at any time by you or on your behalf to us or to any other person involved with MYOB’s Invoicing Service, the Stripe Service or any other 3rd Parties (including material provided in relation to any application for use of a Payment Channel or additional Payment Channels), will be true and accurate at the time it is provided. If you discover that any part of it is or may become materially false or misleading, you will advise us as soon as possible and provide updated or correct information.
i. The limitations and exclusions of liability set out in this Section 12 apply regardless of the basis on which the relevant liability arises, whether in contract, tort (including negligence), statute, equity, indemnity or otherwise.
13. Amendment of documents
a. We can add to, delete or amend any of these Terms, the User Guides, templates or other forms, reports or other documents relevant to MYOB’s Invoicing Service, (or in the case of the Stripe Service, the Stripe Agreement) as and when we (or Stripe in the case of the Stripe Agreement) see fit (including when 3rd Parties require, or relationships or changed relationships with 3rd Parties require) by publishing such changes on our website or otherwise providing the relevant documents to you.
b. If we make a change under this Section 13:
i. we will use reasonable endeavours to notify you within ten (10) Business Days of before any change that is likely to materially affect the way that you use MYOB’s Invoicing Service takes effect. However, if we need to restore or maintain the security of MYOB’s Invoicing Service, we may change your use and access to MYOB’s Invoicing Service without advance notice; and
ii. you have the option to terminate your use of MYOB’s Invoicing Service under Section 10.
14. Co-operation
a. You must do allthings and provide all information as and when reasonably required by us to:
i. fulfil our obligations to Stripe and any other 3rd Parties from time to time in respect of MYOB’s Invoicing Service, the Stripe Service or a Payment Channel under agreements or otherwise; or
ii. otherwise administer MYOB’s Invoicing Service or a particular Payment Channel.
b. You must comply, at your own cost with all reasonable conditions, procedural requirements and directions notified to you by us in connection with your (and your customers’) use of MYOB’s Invoicing Service, the Stripe Service or a specific Payment Channel, including in relation to:
i. initiating, processing or effecting of transactions, including Payments or Adjustments, through a Payment Channel;
ii. the format of materials issued by you in relation to a Payment Channel;
iii. dealings with confidential information of ours or a 3rd Party; or
iv. consents to the collection, use and/or disclosure of Personal Information under Privacy Law, as and when reasonably required by us.
c. You acknowledge and agree that the agreements and obligations we have with Stripe and any other 3rd Parties relating to MYOB’s Invoicing Service and each Payment Channel may change from time to time, that we may not be able to control those changes, and that the changes may require:
i. us to do certain things, including imposing additional or increased Fees or other obligations under these Terms; or
ii. you to do certain things, including alter printed materials, cease distributing pre-printed materials or pay additional amounts.
d. You acknowledge and agree that the agreements and obligations we have with Stripe and any other 3rd Parties relating to MYOB’s Invoicing Service and each Payment Channel may from time to time require us or you to act, or not act, in a manner otherwise inconsistent with these Terms, and that if this occurs, we may act, or not act, in the manner required without any liability to you, and you must act, or not act, in the manner required (as directed by us) without any liability to us. Any such requirement, action or inaction does not have the effect of changing these Terms.
e. If we, Stripe or any other 3rd party identify any activity or circumstance relating to your use of MYOB’s Invoicing Service, the Stripe Service or any Payment Channel that we consider inappropriate or that otherwise requires investigation, you must provide a reasonably detailed written response to us within two (2) Business Days (or such longer period as we may reasonably request) of our request for an explanation.
15. Other documents and precedence
a. Your application for the use of the Stripe Service (including the Stripe Connected Account Agreement) and each Payment Channel and the User Guides that we make available to you form part of these Terms as if repeated in them.
b. It is intended that the Stripe Connected Account Agreement operates collectively with, and not detract from, the General Terms. However, to the extent of any conflict or inconsistency, as between you and Stripe, the Stripe Connected Account agreement take precedence over these General Terms.
16. Notices and other communications
a. Notices or other communications relevant to MYOB’s Invoicing Service, the Stripe Service or a specific Payment Channel may be given:
i. to us by email to payments_support@myob.com or to any other postal address or email address notified by us to you from time to time; and
ii. to you:
1. by prepaid post to your nominated postal address from time to time; or
2. by email to your nominated email address from time to time, or to another postal address or email address notified by you to us from time to time.
b. A notice or other communication given under Section 16.a. is taken to be received:
i. if sent by prepaid post, on the 3rd Business Day after posting; or
ii. if sent by email, 1 hour after sending unless the recipient or the sender’s machine notifies the sender in writing within 1 hour from sending that the email has not been received or not been delivered.
17. Miscellaneous
a. Reliance
We can rely on the authority of persons who are, or who appear to us to be, authorised to act on your behalf.
b. Governing law and jurisdiction
These Terms are governed by the laws of New Zealand. You irrevocably submit to the exclusive jurisdiction of the courts of New Zealand and courts that may hear appeals from those courts.
c. Our consent
Where anything in these Terms requires our consent, then unless expressly provided otherwise, to be effective, that consent must be in writing, signed by an authorised officer of ours.
d. Waiver
Any waiver of a right or power of ours under these Terms may only be given in writing, signed by an authorised officer of ours. We may waive all or part of these Terms, on such terms as we see fit.
e. Assignment
You cannot assign or otherwise deal with your rights under these Terms without our prior written consent. We can, at any time, assign our rights and obligations under these Terms. If we do so, you must execute any documents required to give effect to that assignment.
f. Severability
If the whole or any part of these Terms is void, unenforceable or illegal in a jurisdiction, it is severed for that jurisdiction. The remainder of these Terms have full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This Section 16.f. has no effect if the severance alters the basic nature of these Terms or is contrary to public policy.
g. Whole agreement
These Terms and the documents incorporated by reference in them contain the whole of the agreement between us and you in relation to MYOB’s Invoicing Service. Any representations or warranties made by our Personnel before you are accepted for participation in MYOB’s Invoicing Service have no force or effect unless expressly set out in these Terms.
h. Further action
Both you and we agree to do all things and execute all documents necessary or desirable to give full effect to these Terms and the transactions contemplated by them.
n. Remedies cumulative
The rights, powers and remedies provided to you and us in these Terms are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or by any agreement.
j. Non-business days
If the day on or by which any thing is to be done under these Terms is not a Business Day, that thing must be done on or by the next Business Day.
18. Glossary – definitions
In these Terms:
Account means an account with a financial institution you nominate for the relevant purpose, including a Fees Account;
Adjustment means an amount paid or payable by you, or on your behalf, in relation to a Payment, including a Chargeback, reversal, a refund and an error correction;
Bulk electronic clearing system means the payments clearing system managed by Payments NZ also known as BECS;
Business means a separate business enterprise of yours – you may register a number of business enterprises for MYOB’s Invoicing Service;
Business day means:
a. in respect of notices, a day on which banks are open for business in the city where the notice or other communication is received, excluding a Saturday, Sunday or public holiday; or
b. for all other purposes, a day on which banks in New Zealand are able to effect settlement through the Reserve Bank of New Zealand;
Chargeback means the reversal of a card transaction that has been initiated by the card issuing bank on behalf of the card-holder as a result of a dispute or suspected fraud;
Complying MYOB product means a current version of our software specified for operation with MYOB’s Invoicing Service;
DDR means direct debit request;
Fees means fees and charges payable by you in relation to your use of MYOB’s Invoicing Service, Stripe Service or a particular Payment Channel, as published on our website or notified to you by us either:
a. during the application process contemplated in Section 2 (including at the time that we notify you that your application has been approved); or
b. pursuant to Section 7.b.iv.
Where we have notified you of certain fees and charges as contemplated in paragraphs a. and b. above, those fees and charges will apply to your use of MYOB’s Invoicing Service instead of the fees and charges published on our website;.
General terms mean Sections 1 to 18 of these Terms;.
GST means goods and services tax, or a similar value added tax, levied or imposed in New Zealand under the GST Act.
GST Act means the Goods and Services Tax Act 1985 (New Zealand).
Loss or claim means any loss, liability, action, proceeding, damage, cost or expense (including all reasonable legal costs and expenses), including liability in tort and consequential and economic losses;
Password means the unique code selected by a user as their password to enable access to MYOB’s Invoicing Service portal;
Payment means an amount received by you, or allocated for receipt by you or on your behalf, from a customer of yours via the Stripe Service, a particular Payment Channel in MYOB’s Invoicing Service, including an amount received by you whether or not it should have been paid to you;
Payment Channel means a particular electronic payment service offered as part of MYOB’s Invoicing Service and the Stripe Services, for example Visa/MasterCard Payment Channels.
Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent or can reasonably be ascertained from the information or opinion, which is received from any source as a consequence of the exercise of rights or performance of obligations under these Terms or otherwise in relation to MYOB’s Invoicing Service;
Personnel in relation to a person means that person and that person’s officers, employees, agents and contractors (but, for the purposes of a party, the other party is not included in the first party’s Personnel);
Privacy Law means the Privacy Act 2020 (NZ), including the New Zealand Privacy Principles, as updated, replaced or amended from time to time and all other applicable legislation, principles, industry codes and policies relating to the collection, use, disclosure, storage or granting of access rights to any Personal Information;
Settlement Account means an Account nominated by you that will be used by us to settle Payments;
Stripe means Stripe New Zealand Limited;
Stripe Agreement means the Stripe Connected Account Agreement available here;
Stripe Services means the provision of payment services to facilitate payments to vendors of goods and services;
Terms means these terms and conditions governing MYOB’s Invoicing Service, including the Stripe Agreement User Guide means any user guide that we or Stripe supply to users of MYOB’s Invoicing Service, as updated by us from time to time; and
3rd Party means any person with whom we have contracted in relation to MYOB’s Invoicing Service. This includes all service providers engaged by us for the delivery of MYOB’s Invoicing Service and the specific Payment Channels.
Interpretation
In these Terms, headings and bold type are for convenience only and do not affect interpretation and, unless the context requires otherwise:
a. the singular includes the plural and vice versa;
b. other parts of speech and grammatical forms of a word or phrase defined in these Terms have a corresponding meaning;
c. a reference to a person includes an individual and a company, partnership, joint venture, association, corporation or other body corporate and a government agency;
d. a reference to any thing (including any right) includes a part of that thing, but nothing in this Sub-section d. implies that performance of part of an obligation constitutes performance of the obligation;
e. a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
f. a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
g. a reference to a party to a document includes that party’s successors and permitted assigns;
h. no provision of these Terms may be construed adversely to us on the ground that we were responsible for the preparation of these Terms or that provision;
i. a reference to an agreement other than these Terms includes an undertaking, deed, agreement or legally enforceable arrangement or understanding, whether or not in writing;
j. a reference to a document includes any agreement in writing, or any certificate, notice, instrument or other document of any kind;
k. a reference to liquidation includes official management, appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death;
l. a reference to a body, other than us or you (including an institute, association or authority), whether statutory or not:
i. which ceases to exist; or
ii. whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions;
m. examples are descriptive only and not restrictive or exhaustive; and
n. ‘we’, ‘us’, ‘our’ and equivalent terms refer to MYOB NZ Limited (and where relevant, our Personnel) and ‘you’, ‘your’ and equivalent terms refer to an applicant for, or participant in, MYOB’s Invoicing Service (and where relevant, your Personnel).
Where an individual applies for access to MYOB’s Invoicing Service in respect of a Business, 'you', 'your' and equivalent terms include the person, corporation or other entity that operates that Business (for instance, the company that employs that individual and runs that Business) and their Personnel (where relevant)