1.1 This Agreement is between The Warehouse Limited, trading as TWL PartPay (referred to as we or us) and you (referred to as you or your).
2.1 In this Agreement, unless the context otherwise requires:
“Business Day” means any day other than a Saturday or Sunday on which registered banks are open for ordinary banking business in Auckland, New Zealand.
“Card” means a validly issued New Zealand credit or debit card that you have used or added to your PartPay account.
“Default Fee” means NZ$8 and a further $8 per week for every week the relevant Instalment Payment or part thereof is unpaid in accordance with the Instalment Plan.
“Goods” means the goods or services you are buying from the Retailer, which we are financing via the Instalment Plan.
“GST” means goods and services tax chargeable under the Goods and Services Tax Act 1985.
“Instore Code” means the alphanumeric code, barcode or QR code generated by the Platform when you apply for a code to use PartPay instore at a Retailer.
“Instalment Plan” means the fortnightly payment plan, showing the amounts due by you, including any Default Fee, and the date on which such amounts are due and described on our Platform as the PartPayment Schedule.
“Instalment Payment” means a specified payment contained in an Instalment Plan.
“PartPay” means PartPay Limited, which provides the Platform and processing services for us in respect of your Instalment Plan.
“Platform” means the proprietary technology platform developed by PartPay and which manages the Services and includes the user interface by which you submit your information (including your Card details) and sets out the Instalment Plan.
“Retailer” means The Warehouse Limited, trading as The Warehouse & Warehouse Stationery.
“Retailer Systems” means the e-commerce site and/or the instore point of sale systems of the Retailer.
“Service” means the offer to finance the purchase of Goods from a Retailer through the Retailer Systems, based on an Instalment Plan and subject to our approval requirements.
“Transaction Value” means the full amount of the Goods as charged by the Retailer, including any GST and shipping costs.
“Website” means www.thewarehouse.co.nz and any information or policies contained therein.
3 OUR CORE AGREEMENT
3.1 Upon our acceptance of your application to enter into an Instalment Plan through the Platform, we will pay the Retailer for the Goods you have selected to purchase on your behalf and you agree to pay us, through the Platform, in accordance with the Instalment Plan and the terms and conditions contained in this Agreement. This amount payable by you is a debt due to us.
3.2 The Goods you have purchased are governed by the relevant terms and conditions of sale and policies of the Retailer. Your relationship with respect to the Goods is with the Retailer. Your relationship with respect to the Instalment Plan is with us.
3.3 Once you have entered an Instalment Plan, we cannot amend or cancel any such Plan without written confirmation from the Retailer in accordance with clause 8 (Refund Arrangements).
3.5 When you purchase any Goods via a Retailer’s ecommerce site using the Platform, we will take your initial 25% instalment at checkout and take payment of the remainder of your instalments in accordance with your Instalment Plan and the terms of this Agreement.
3.6 If the Transaction Value is above the spending limit that is specified for you on the Platform, we may give you the option to pay for the difference upfront on top of your initial instalment. Your spending limit is aggregated across the Platform and is dependent on a number of factors including information gathered from third parties, PartPay repayment history, where you’re shopping, and any outstanding PartPay payments.
For example, your spending limit is $400, and you would like to make a $500 purchase.
Instalment 1 – $100 (+$100 difference between spending limit and price of Goods)
Instalment 2 – $100
Instalment 3 – $100
Instalment 4 – $100
3.7 When you apply for an Instore Code, we will perform a pre-authorisation on your Card equating to 25% of the value of your Instore Code as approved by the Platform. This means funds equating to that 25% value may be put on hold and cannot be utilised by you. When an Instore Code is cancelled or expires, we will automatically and immediately instruct your bank to release any pre-authorisation. NOTE: We have no control over the time it may take your bank to cancel a pre-authorisation on your Card. This usually takes less than an hour but can also take a number of days depending on the bank and can be slower over the weekend or holidays.
3.8 When you use an Instore Code, we will charge your Card 25% of the actual purchase price of the Goods you are buying and take payment of the remainder of your instalments in accordance with your Instalment Plan and the terms of this Agreement. As part of the initial instalment payment, the pre-authorisation related to that Instore Code will be cancelled. NOTE: we have no control over the time it may take your bank to cancel a pre-authorisation on your Card. This usually takes less than an hour but can also take a number of days depending on the bank and can be slower over the weekend or holidays.
3.9 When you add a new Card to your account, we will preauthorise that card for one cent, to ensure it is a valid card. Once that Card is added to your account, your bank will be automatically and immediately instructed to release the one cent pre-authorisation.
4 OUR OBLIGATIONS AND ACKNOWLEDGEMENTS
4.1 If accepted by the Platform, we shall pay the Retailer for the Goods on your behalf, such that the sale and purchase of the Goods is completed through the Retailer’s Systems.
4.2 Neither PartPay nor we guarantee access to the Platform or Services and we reserve the right to withhold approval from the Platform, Services or any new Instalment Plan at our discretion. This may even occur for identical purchases where you have previously paid the instalments in full and on time. The Platform takes into account a number of factors, including third party technology and service providers, features attributable to previous and current transactions, funding constraints, and repayment history and a detailed explanation why a purchase may or may not be approved by the Platform will not be provided. Where you have entered into an Instalment Plan, we will continue to fulfil our obligations to you unless the Instalment Plan is terminated in accordance with this Agreement.
5 YOUR OBLIGATIONS AND ACKNOWLEDGEMENTS TO US
5.1 In return for us agreeing to enter into an Instalment Plan with you, you agree to pay us in accordance with the Instalment Plan, plus any applicable Default Fees if any Instalment Payment is not received.
5.2 You acknowledge that we are relying on the information you provide to us and you confirm that all information you have provided to us is true, correct and not misleading. In particular you confirm you are over 18 years of age, have a current address in New Zealand, a valid driver’s licence and have authorised access to a valid New Zealand debit or credit card.
5.4 You agree that we and PartPay are entitled to use your personal information in order to assess your suitability for the Services, including the verification of your identity and your ability to meet your obligations under any Instalment Plan and that we may provide information to third parties, including credit bureau agencies.
5.5 You unconditionally and irrevocably agree that we are entitled to charge your Card in accordance with the Instalment Plan, including any Default Fee. You agree to have available funds on your Card or otherwise pay the Instalment amount on or before the date due in accordance with the Instalment Plan.
5.6 You are responsible for any fees or costs that your bank may charge you arising out of us taking any payment or attempting to take any payment from your Card in accordance with the Instalment Plan.
5.7 You agree that if you do not pay any Instalment under an Instalment Plan, we may appoint a third party collection agency to collect any amounts owing and this does not require your consent or agreement.
5.8 Unless agreed with us, you agree not to make any set off or other deduction from any Instalment Payment for any reason, including (where we are not the Retailer) any dispute or issue you may have with the Retailer, the Retailer site or in relation to the Goods supplied by the Retailer.
5.9 You agree to pay all amounts under the Instalment Plan irrespective of any issue or dispute with respect to the Goods or the Retailer regardless of whether you currently own or have the Goods in your possession.
5.11 You agree to keep any account details and password and any Instore Code you may have private and confidential and that you are responsible for any unauthorised use of your account or any Instore Code, unless any unauthorised use is a result of our negligence. You also agree to contact us, through our processor PartPay, immediately if you suspect your account may be used by an unauthorised third party or there is any other suspected fraudulent activity.
5.12 You agree that is your responsibility to keep your account log on details and any password, and any Instore Code safe and secure and that you are responsible for any orders placed using your account details.
5.13 You agree that each Instalment Plan is a new transaction and the use of the Platform and Services and the entry into any new Instalment Plan is at our discretion, and there is no guarantee that the Platform or Services will be available for any purchase of Goods.
6 INTEREST AND FEES
6.1 We will not charge any interest under an Instalment Plan.
6.2 We will not charge you any establishment, administration, processing, monthly or weekly fees, nor will we charge you a fee for you to have an account and log on.
6.3 If you do not pay an Instalment Payment when it is due, a Default Fee is charged in accordance with clause 7 below.
7 NONPAYMENT AND DEFAULT FEES
7.1 We will commence the process to take an Instalment Payment from 10AM on the due date. If we cannot take payment from the Card you have provided on the date specified in the Instalment Plan, you authorise us to take payment of an Instalment Payment and any Default Fee from your Card three days after the original due date and if that is not successful, seven days after the original due date. We reserve the right to further try and recoup any Instalment Payment and any Default Fee at any later date from any Card you have used or added to your PartPay account.
7.2 If we have not received an Instalment Payment by 11:59PM on the payment due date, we will automatically add a Default Fee to your account unless you have notified us of a genuine dispute.
7.3 We reserve the right, in our absolute discretion, to waive or defer any Default Fee. The Default Fee shall be capped at $40 or 25% of the original purchase price, whichever is the higher, without prejudice to our ability to seek collection for any unpaid principal and unpaid Default Fees. Any express election made to temporarily or permanently waive payment by you of a Default Fee or other amount due to us under an Instalment Plan does not imply a waiver of any other amount due and we reserve all rights to make demand for such amounts.
7.4 We may refer any Instalment Plan in default to a third party collection agency, which may result in additional collection fees charged by that collection agency. In addition to the outstanding Instalment Payments and any Default Fees, you will also be liable for any reasonable costs incurred in enforcing this Agreement including legal fees and the cost of third party collection agents. In addition, we may report your repayment history, including late payments, defaults, chargebacks and any fraudulent activity, to credit bureaux and collection agencies. In particular, information about any late payment or default may be provided to a credit bureau and that information may be added to your credit report and provided to other customers of that credit bureau. A credit bureau may hold that information as part of its database and use it as part of the service it provides.
8 REFUND ARRANGEMENTS
8.1 Any full or partial return of the Goods is subject to the Retailer’s returns policy. You agree to comply with such returns policy, including the condition of returned Goods and any timing requirements. All communications with respect to any return must be made with the Retailer.
8.2 We will only amend an Instalment Plan and process any refund once the Retailer has requested us to do so in writing. The Instalment Plan is automatically adjusted by the Platform by applying the refund amount to the existing last instalment first and working backwards to the other instalments. Depending on the amount of the refund, it is possible that the Instalment Plan is reduced by one or more instalments. For full refunds, we will process a repayment to you, depending on the number of instalments we have taken.
8.3 Nothing in this Agreement or clause limits your rights under relevant New Zealand consumer protection legislation, including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986.
8.4 Refunds where a cash refund is due will be processed back onto your original Card. The timing will depend on your bank and can take up to seven business days.
9 OUR COMMUNICATIONS WITH YOU
9.1 If we need to get in touch, we or our processor PartPay will either call or text your mobile number or use the email address that you have provided.
10 GOODS AND SERVICES TAX
10.1 We will not apply separate GST to the Transaction Value of the Goods you have purchased.
11 INTELLECTUAL PROPERTY
11.1 All intellectual property in the Platform, including any content, images, logos or graphics are owned by PartPay. You must obtain written permission from PartPay if you wish to use any such intellectual property.
12.1 You may not assign, novate or otherwise transfer this Agreement, the Instalment Plan or any Instalment Payment without our consent, which may be withheld in our absolute discretion.
12.2 We may assign this Agreement, any right in this Agreement, or any Instalment Plan or any Instalment Payment to a third party without your consent.
13 LIMITATION ON LIABILITY
13.1 Except for claims against us under the Consumer Guarantees Act 1993 in relation to the Services we provide under this Agreement:
(a) our liability for all and any claims arising out of or in connection with this Agreement, or our services, whether arising in contract, tort (including negligence) or otherwise will not exceed the total value of the Instalment Plan to which the relevant claim relates.
(b) neither party has any liability to the other for any indirect, consequential or economic loss howsoever arising, whether in contract, tort (including negligence) or otherwise.
14 DISPUTE RESOLUTION
14.1 Any dispute in any way connected with the delivery, quality or suitability of the Goods must be raised direct with the Retailer.
14.2 If you have any concerns or dispute with us or the Services, please contact us through PartPay on:
Phone: 09 489 8144
Address: PartPay Limited, c/- level 3, 33-45 Hurstmere Road, Takapuna, Auckland
14.3 We are registered under the Financial Service Providers (Registration and Dispute Resolution) Act 2008.
15.1 This Agreement is intended to be for the benefit of, and enforceable by, any affiliate or subsidiary of ours, and as otherwise set out in these terms, for the purposes of the Contract and Commercial Law Act 2017.
15.2 Nothing in this Agreement shall create, constitute or evidence any partnership, joint venture, agency, trust or employer/employee relationship between us.
15.3 No waiver of any breach of this Agreement shall be deemed to be a waiver of any other, or any subsequent, breach. No failure or delay by any party in exercising any rights, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise preclude any other or further exercise of any right, power or privilege under this Agreement.
15.4 This Agreement constitutes the entire agreement between us as it relates to a specific purchase of Goods and the relevant Instalment Plan. Each new purchase of Goods and associated Instalment Plan shall form a new Agreement.
15.5 If any provision of this Agreement is held to be invalid, illegal or unenforceable, it will be severed and the remainder of the Agreement will remain in full force and effect.
15.6 This Agreement shall be governed by and interpreted in accordance with the laws of New Zealand. The parties irrevocably agree that the courts of New Zealand shall have non-exclusive jurisdiction