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Authi – Network Merchant Agreement

This Authi Network Merchant Agreement sets out the terms on which Authi may display Authi content on eligible merchant payment terminals.
This Agreement is entered into between Authi Limited NZBN 9429052115882 (Authi) and the merchant identified in the applicable application form, onboarding form, sign up form, or other written record accepted by Authi (Merchant)

Version 1 – Effective 19 May 2026

1. Agreement to Terms
1.1. By signing, clicking “I agree”, completing an application or onboarding form, or otherwise accepting these terms, the Merchant agrees to this Agreement.
1.2. Where a person accepts this Agreement on behalf of the Merchant, that person represents and warrants that they are authorised to bind the Merchant to this Agreement.
1.3. This Agreement applies to each Eligible Terminal accepted by Authi for participation in the Authi network.

2. Definitions and Interpretation
In this Agreement:
Agreement means this Authi Network Merchant Agreement, including any applicable application form, onboarding form, sign up form, schedule, or other written record accepted by Authi.
Authi Content means any content, prompt, question, message, creative, advertisement, communication, or other material displayed, enabled, served, or made available by or on behalf of Authi through the Software or an Eligible Terminal.
Business Day means a day other than a Saturday, Sunday, or public holiday in New Zealand.
Consumer means an end user, customer, or other person using or interacting with an Eligible Terminal in connection with a transaction with the Merchant.
Consumer Invoice means the final amount charged by the Merchant to a Consumer for a transaction processed using an Eligible Terminal.
Discount Amount means any amount deducted from a Consumer Invoice under the Variable Discount Feature.
Eligible Terminal means a payment terminal used by the Merchant and accepted by Authi for participation in the Authi network.
Merchant Portal means the online portal, dashboard, reporting interface, or other digital tool made available by Authi to the Merchant.
Personal information has the meaning given to that term in the Privacy Act 2020.
Software means the Authi software, configuration, service, integration, or functionality installed, enabled, configured, or operated on or in connection with an Eligible Terminal.
Terminal and Network Fees means terminal rental, lease, network, service, or equivalent fees payable by the Merchant to the Merchant’s terminal, payment, or network provider for an Eligible Terminal.
Fee Reimbursement means the reimbursement payable by Authi to the Merchant under clause 7.
Variable Discount Feature means the optional mechanic described in clause 17, under which a Consumer may receive a Discount Amount off a Consumer Invoice after answering or otherwise interacting with Authi Content.
Confidential Information means all non-public, proprietary, commercial, technical, or confidential information disclosed by one party to the other in connection with this Agreement.
2.1. Unless the context requires otherwise, words in the singular include the plural and vice versa, and headings are for convenience only and do not affect interpretation.

3. Background
3.1. Authi operates a software-based content network that may display Authi Content on Eligible Terminals.
3.2. The Merchant wishes to participate in the Authi network by permitting the Software and Authi Content to operate on Eligible Terminals.

4. Software Installation and Operation
4.1. The Merchant consents to Authi installing, enabling, configuring, updating, maintaining, and operating the Software on or in connection with each Eligible Terminal.
4.2. The Merchant must provide reasonable assistance reasonably required by Authi, any terminal provider, payment provider, acquirer, network provider, or other relevant service provider to enable the Software to operate on each Eligible Terminal.
4.3. The Merchant must maintain suitable connectivity, access, permissions, and operating conditions for each Eligible Terminal so that the Software and Authi Content can operate as intended.
4.4. Authi may determine whether a terminal is accepted as an Eligible Terminal and may remove a terminal from the Authi network if Authi reasonably considers that the terminal is unsuitable, inactive, unsupported, non-compliant, or not operating as intended.

5. Display of Authi Content
5.1. Authi may display Authi Content on Eligible Terminals during transactions or at other times permitted by the Software and the applicable terminal environment.
5.2. Authi Content must not exceed 30 seconds for any single content interaction.
5.3. Authi Content will include a clearly visible skip bar, skip button, or equivalent skip functionality that allows the Consumer to skip Authi Content and continue or return to the transaction.
5.4. Authi Content must not materially prevent the Eligible Terminal from processing payment transactions.
5.5. If the Merchant objects to specific Authi Content displayed under this clause and notifies Authi, Authi will review the objection and may remove or restrict that Authi Content from display on the Merchant’s Eligible Terminals where Authi considers it appropriate.

6. Merchant Portal
6.1. Authi may provide the Merchant with access to the Merchant Portal during the term of this Agreement.
6.2. The Merchant Portal may allow the Merchant to view reporting information, including how often and when Authi Content runs on the Merchant’s Eligible Terminals.
6.3. If the Variable Discount Feature is enabled, the Merchant Portal may also allow the Merchant to track Discount Amounts applied to Consumer Invoices.
6.4. Portal data is provided for operational reporting and reconciliation purposes. Authi may update, correct, or adjust portal data where required to address errors, delays, reconciliation issues, or system limitations.

7. Fee Reimbursement and Consideration
7.1. In consideration for the rights granted to Authi under this Agreement, Authi will reimburse the Merchant for Terminal and Network Fees for each Eligible Terminal, up to a maximum of $65 plus GST per month per Eligible Terminal, unless Authi agrees otherwise in writing.
7.2. Authi is not required to reimburse any amount above the cap in clause 7.1, any fee not reasonably evidenced by the Merchant, any fee not relating to an Eligible Terminal, or any amount that Authi reasonably considers has not been incurred by the Merchant.
7.3. Unless Authi agrees otherwise in writing, Fee Reimbursements will be applied monthly in arrears as a credit directly against the Merchant’s Eftpos NZ invoice.

8. Merchant Obligations
8.1. The Merchant must use and permit the Software and Authi Content to operate in accordance with this Agreement, Authi’s reasonable instructions, and all applicable laws.
8.2. The Merchant must not copy, modify, reverse engineer, decompile, interfere with, disable, remove, obstruct, or otherwise impair the Software or Authi Content.
8.3. The Merchant must not interfere with, discourage, influence, obstruct, or prevent Consumers from viewing, skipping, answering, responding to, or otherwise interacting with Authi Content.
8.4. The Merchant must not answer, respond, interact, or purport to interact with Authi Content on behalf of a Consumer, or direct any employee, contractor, agent, representative, or other person to do so.
8.5. The Merchant must promptly notify Authi of any fault, issue, suspected error, incorrect Discount Amount, terminal issue, or other matter that may affect the Software, Authi Content, Fee Reimbursements, or the Variable Discount Feature.
8.6. The Merchant must not use the Software, Authi Content, Merchant Portal, or any related information in a way that could reasonably harm the reputation, goodwill, systems, security, or commercial interests of Authi.

9. Authi Obligations
9.1. Authi will use reasonable efforts to enable and operate the Software on Eligible Terminals accepted by Authi.
9.2. Authi will provide the Merchant with reasonable operational instructions for use of the Software, Merchant Portal, and Variable Discount Feature.
9.3. Authi will pay Fee Reimbursements and Discount Amount reimbursements in accordance with clauses 17 and 8.
9.4. Authi is not responsible for any malfunction, defect, outage, failure, delay, or limitation of any terminal, payment system, point-of-sale system, network, acquirer, bank, internet connection, or third-party system not controlled by Authi.

10. Data and Reporting
10.1. Authi may collect, generate, use, process, and retain data relating to the operation of the Software, display of Authi Content, Consumer interactions with Authi Content, Eligible Terminal activity, Fee Reimbursements, Discount Amounts, and Merchant Portal reporting.
10.2. Authi will not knowingly collect or store personal information relating to the Merchant, or the Merchant’s officers, employees, contractors, or representatives, except to the extent reasonably necessary to provide, operate, support, analyse, improve, secure, or verify the Software, Authi Content, Merchant Portal, Fee Reimbursements, or Variable Discount Feature.
10.3. Authi will not collect or store any personal information about consumers.
10.4. Authi may use aggregated, anonymised, or de-identified data for analytics, benchmarking, reporting, product development, commercial, and service improvement purposes, provided that such use does not identify an individual Consumer.
10.5. Authi will comply with the Privacy Act 2020 and any other applicable privacy laws in its handling of personal information. Personal information has the meaning given to that term in the Privacy Act 2020

11. Intellectual Property
11.1. All intellectual property rights in the Software, Authi Content, Merchant Portal, Authi systems, Authi data outputs, analytics, reporting formats, documentation, updates, modifications, and related technology remain owned by Authi or its licensors.
11.2. The Merchant receives only a limited, revocable, non-exclusive, non-transferable licence to use the Software and Merchant Portal during the term of this Agreement and solely for the purpose of participating in the Authi network.
11.3. The Merchant must not transfer, sublicense, commercially exploit, or otherwise make available the Software or Merchant Portal to any third party without Authi’s prior written consent.

12. Confidentiality
12.1. Each party must keep the other party’s Confidential Information confidential, protect it using at least reasonable care, and use it only for the purposes of this Agreement.
12.2. A party may disclose Confidential Information to the extent required by law, regulation, court order, or a competent authority, provided that the disclosing party gives prior notice where legally permitted.
12.3. The obligations in this clause survive termination of this Agreement.

13. Term and Termination
13.1. This Agreement commences when accepted by the Merchant or when the Software is first installed, enabled, configured, or operated on an Eligible Terminal, whichever occurs first.
13.2. Unless terminated earlier under this clause, this Agreement continues until either party gives at least 30 days’ written notice of termination.
13.3. Either party may terminate this Agreement immediately by written notice if the other party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within 14 days after written notice requiring remedy.
13.4. Authi may terminate this Agreement immediately by written notice if Authi reasonably believes that the Merchant has interfered with Consumers interacting with Authi Content, answered for Consumers, procured or encouraged anyone to answer for Consumers, manipulated the Variable Discount Feature, engaged in fraud or abuse, or otherwise undermined the integrity of the Authi network.
13.5. If Authi terminates under clause 13.4, Authi may immediately cease paying Fee Reimbursements, Discount Amount reimbursements, and any other amounts to the Merchant, except for amounts that Authi determines were properly accrued before the relevant breach and are not affected by fraud, abuse, manipulation, error, or set-off.
13.6. Authi may terminate or suspend participation for any Eligible Terminal immediately if the terminal is inactive, unsupported, no longer in general commercial use, no longer suitable for the Authi network, or no longer able to support the Software or Authi Content.
13.7. On termination, Authi will arrange for the Software to be automatically disabled, removed, or de-authorised from the Merchant’s Eligible Terminals, and the Merchant’s access to the Merchant Portal will be suspended.
13.8. Termination does not affect accrued rights, obligations, or liabilities, and clauses intended to survive termination will survive, including confidentiality, intellectual property, data, limitation of liability, and governing law.

14. Limitation of Liability
14.1. To the maximum extent permitted by law, neither party is liable for indirect, consequential, special, punitive, or exemplary damages, including loss of profits, revenue, goodwill, business opportunity, or anticipated savings.
14.2. Authi’s total aggregate liability arising out of or in connection with this Agreement is limited to an amount equal to six months of Fee Reimbursements actually paid or payable by Authi to the Merchant under this Agreement for the affected Eligible Terminals.
14.3. Nothing in this Agreement limits liability that cannot lawfully be limited or excluded, or liability for fraud or wilful misconduct.

15. Governing Law and Jurisdiction
15.1. This Agreement is governed by the laws of New Zealand.
15.2. The parties submit to the exclusive jurisdiction of the courts of New Zealand in relation to any dispute arising out of or in connection with this Agreement.

16. General
16.1. Assignment: The Merchant may not assign, transfer, or novate this Agreement without Authi’s prior written consent. Authi may assign, transfer, or novate this Agreement to an affiliate or in connection with a merger, acquisition, restructure, financing, or sale of assets or business.
16.2. Force Majeure: Neither party is liable for any failure or delay caused by circumstances beyond its reasonable control.
16.3. Notices: Notices under this Agreement must be in writing and delivered by email, through the Merchant Portal, or to the party’s last notified address.
16.4. Amendments: This Agreement may only be amended in writing signed or electronically accepted by both parties, except where Authi makes operational, portal, or technical updates that do not materially reduce the Merchant’s rights under this Agreement.
16.5. Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, drafts, discussions, understandings, or arrangements relating to that subject matter.
16.6. Severability: If any provision of this Agreement is held to be invalid, unlawful, or unenforceable, that provision will be severed to the extent required and the remaining provisions will continue in force.

17. Variable Discount Feature
17.1. Authi may, at its discretion, enable, disable, vary, test, pause, or cease the Variable Discount Feature on some or all Eligible Terminals or transactions.
17.2. Where the Variable Discount Feature is enabled, a Consumer may be offered a Discount Amount off the Consumer Invoice if the Consumer answers, responds to, or otherwise interacts with Authi Content in the manner required by Authi.
17.3. The Discount Amount will be deducted from the Consumer Invoice at the point of transaction or otherwise applied in the manner implemented by Authi and supported by the applicable terminal, payment, or point-of-sale environment.
17.4. The Merchant may track Discount Amounts applied to Consumer Invoices through the Merchant Portal, subject to any data latency, reconciliation, or reporting limitations notified by Authi or evident from the Merchant Portal.
17.5. Authi will reimburse the Merchant for Discount Amounts applied under the Variable Discount Feature by direct credit to the Merchant’s nominated bank account on the next Business Day after the relevant Discount Amounts are applied, subject to bank processing times and any reconciliation or error correction required by Authi.
17.6. Discount Amount reimbursements are separate from Fee Reimbursements and do not count toward the monthly cap in clause 7.1.
17.7. If Authi identifies an error, duplicate, failed transaction, reversal, fraud, abuse, or incorrect Discount Amount, Authi may adjust, withhold, reverse, set off, or reconcile the relevant reimbursement.