1. Loan & Access to the Loan
You agree to borrow the Loan from us for the term (length) specified in the Disclosure Statement.
On the Loan Access Date we will pay the Loan Amount as follows:
a.we will deduct and retain as payment for the Establishment Fee or Additional Loan Application Fee, as applicable, from the Initial Unpaid Balance;
b. if the Disclosure Statement specifies an amount to be applied to pay amounts owing under another loan with us, we will deduct that amount from the Initial Unpaid Balance and apply it to pay those amounts; and
c.will pay the balance of the Loan Amount (Advance), after those deductions, to your Nominated Bank Account.
However, we have the right to decline to provide the Loan, if you have not complied, or are currently not complying, with this Agreement.
We will pay the Advance to you in one amount unless we agree otherwise in writing.
2. Payments
You must repay the Loan according to the Payment Schedule.
You must pay all amounts payable under this Agreement without any set-off, deduction, withholding or claim (except as required by law). Each scheduled payment must be paid on the day after the corresponding scheduled payment date specified in Disclosure Statement. A payment is made on time if we receive it on or before that day. All of your payments must be made by electronic funds transfer to the bank account we notify to you from time-to-time. We may, at our sole option, choose to not accept a payment made in any other way and, in we do not accept the payment, we will return such payment to you as soon as reasonably possible.
The Payment Schedule has been prepared on the following assumptions:
a. that we will pay the entire Loan Amount to you on the Loan Access Date in accordance with clause 1.2;
b. the only fees you have to pay are the “Establishment Fee” (if any) and the “Additional Loan Application Fee” (if any) specified in the Disclosure Statement;
c. that you will pay all amounts due under this Agreement on time and that you will comply with this Agreement at all times.
If your payments are late then the amounts you have to pay will be more than those specified in the Payment Schedule. We can decide to waive (agree not to charge) some or all of those additional amounts at our sole option.
If we use our power under clauses 8.2a or 9.1f to require you to pay all Money Owed, the Payment Schedule shall be adjusted so that the only remaining payment is a payment of all Money Owed on the date that we use that power.
We will apply each payment we receive from you made under this Agreement, including any partial payment or early payment, as soon as practicable (in accordance with section 46 of the CCCFA) after it is received in the following order:
- first, to pay fees, costs and expenses then due and unpaid;
- secondly, to pay Accrued Interest;
- thirdly, to reduce the Unpaid Principal Balance; and
- fourthly, to pay any other amount then due under this Agreement.
If a payment is less than the amount then due, the unpaid portion remains owing.
3. Interest & default fees
You must pay interest on the Loan. From the Loan Access Date, interest accrues at the Annual Interest Rate on the Unpaid Principal Balance. Interest charges will be calculated each day by applying the applicable daily interest rate to that day’s Unpaid Principal Balance. The applicable daily interest rate is the Annual Interest Rate divided by 365. Accrued Interest remains separate from the Unpaid Principal Balance, and no interest accrues on Accrued Interest. If your payments are late then the total interest charges may be higher. We can decide to waive (agree not to charge) some or all of those higher charges at our sole option.
If you fail to pay an amount payable under this Agreement, you must pay the “Default Fees” as required by the Disclosure Statement.
Interest accrues daily and is payable on the dates specified in the Payment Schedule and clause 2.2. Unpaid interest remains Accrued Interest and is not added to the Unpaid Principal Balance.
4. Repaying the Loan early
You may make a Full Prepayment at any time.
You may make a part prepayment at any time. That is, you may make a payment before the relevant date for payment specified in the Payment Schedule. We will apply it as soon as practicable after it is received in accordance with clause 2.5. A part prepayment does not postpone or reduce any scheduled payment unless we agree otherwise in writing.
The amount required to make a Full Prepayment is the total of the following amounts:
a. all fees, costs and expenses then due and unpaid;
b. the Accrued Interest at the time of the Full Prepayment;
c. the Unpaid Principal Balance at the time of the Full Prepayment; and
d. the ”Prepayment Fee (Administration Costs)” specified in the Disclosure Statement to reasonably compensate us for any administrative costs incurred by us in relation to the Full Prepayment.
We must credit a Full Repayment as soon as practicable (in accordance with section 46 of the CCCFA) after it is received.
5. Fees and charges
You must pay the “Establishment Fee” specified in the Disclosure Statement before you are allowed to access a Loan for the first time. You must pay the “Additional Loan Application Fee” for each additional Loan you take out. We will deduct and retain the applicable fee from the Loan Amount on the Loan Access Date. That deduction is payment of the fee to us and does not reduce the Loan Amount, the Initial Unpaid Balance, or the amount on which interest accrues.
All reasonable costs, expenses and liabilities that we sustain in relation to protecting or enforcing, or attempting to protect or enforce, this Agreement (including legal costs, court filing fees and collection agency costs) must be paid by you and are payable as soon as we notify you of them.
You are responsible for meeting all legal costs and other expenses that you sustain in relation to the Loan. This includes the costs of making the Application, of accepting the Loan, signing the Agreement and of meeting any reasonable requirements that we make in relation to the Loan.
6. Recording and adjustment of amounts
Subject to section 38 of the CCCFA, an amount we record as advanced, payable, accrued or paid is taken to have been made, and has effect, on the date assigned by us and not on the date on which it is processed.
Subject to section 47 of the CCCFA, we may later adjust records of principal, interest, fees, costs, expenses and payments to accurately reflect your legal obligations to us.
7. Information disclosure, confirmations & authorisations
You agree and confirm that, at all times:
(a.) all information you provide to us, including prior to the date of this Agreement, is true, complete and up-to-date in all significant respects;
(b.) we have no obligation to check or verify that any information you provide to us is true, complete and up-to-date and, to the extent we do so, we do not confirm that the check or verification is complete or accurate;
(c.)where there has been any significant change in your personal or financial circumstances during the Loan term, you will promptly provide us with the relevant information (even if we do not request that information);
(d.) to the maximum extent permitted by law, we do not accept any responsibility or liability to you whatsoever (and howsoever arising) in connection with a lack of information, or inaccurate, untrue or incomplete information being provided by you (including as part of your Application), or on your behalf, to us.
We may collect personal information (that is, information about an identifiable individual) about you and other people. You agree and confirm that:
we can collect, use, disclose, store, protect and provide access to your personal information in accordance with the Privacy Policy; and
when you provide personal information about other people to us, you have their authorisation to provide that information to us, and for us to use, disclose, store, protect and provide access to that information in accordance with the Privacy Policy.
You authorise (and you do not have any right or power to cancel the authorisation):
Us to disclose information we hold about you (including your history, defaults, and account status) to credit reporting agencies, and to other third parties as reasonably required in connection with the enforcement of this Agreement.
Credit reporting agencies to hold personal information about you, that we provide, on their systems and the credit reporting agencies to use that information to provide credit reporting services, and to provide that information to their customers about you using their credit reporting services.
Us to use the services of credit reporting agencies for purposes related to the provision of the Loan and/or any other credit to you including to obtain information about you.
Us to give information to credit reporting agencies about your default in any payment obligations.
8. Anti-money laundering compliance
We are required to comply with the Anti-Money Laundering and Countering Financing of Terrorism Act 2009. In connection with that, you agree to promptly provide to us, at any time, on request, complete and true information in connection with our obligations under the Act including in relation to you and any beneficial owners and persons acting on your behalf.
You agree and confirm that:
We may, acting reasonably, suspend or cease providing services to you including declining a loan or requiring that you repay the Loan (even if not then due), in connection with information you provide (or that you fail to provide) to us, or that we hold about you or any related person.
We may not be able to disclose to you any matters relating to our use or disclosure of such information.
In addition to and without limiting any other provision of this Agreement (but subject to your rights under the Consumer Guarantees Act 1993), we have no responsibility or liability to you whatsoever, and howsoever arising, for anything we do or do not do, in connection with our obligations at law.
9. If you fail to comply with the Agreement
If any of the following matters arise (each a Failure to Comply):
you fail to make payment on the relevant due date;
you fail to meet any of your other obligations under this Agreement or any other document or agreement that you have entered into, or in the future enter into, with us;
you no longer have full legal capacity, you become (or take steps to become) bankrupt or you enter into (or take steps to enter into) the no asset procedure;
any statement you make to us or to our agent is untrue, misleading or deceptive in any substantial way;
an event, or a series of events (whether related or not) occurs which, in our opinion, may cause a material negative change in your ability to comply with your obligations under this Agreement, or any other document or agreement you have entered into, or in the future enter into, with us,
then we (or any agent acting on our behalf) may take any one or more of the following actions (after giving any notice required by law and subject to our obligations at law including with respect to applications in relation to unforeseen hardship):
require you to pay the entire Money Owed immediately;
cancel (terminate) this Agreement;
use any rights that we have under this Agreement or at law;
cancel any amount of the Initial Unpaid Balance we have not already paid to you (any amount cancelled will not be available to you).
10. Notices
Except for other ways that a party is permitted to provide a notice under the Agreement, all notices and communications given under this Agreement must be in writing and will be provided by email to the address set out in the Disclosure Statement (or, if your email address is not recorded, the email address you provided in, or used in relation to, your Application).
In addition to clause 10.1, to the extent permitted in the Agreement, we may send notices and communications to your Mobile Number.
Subject to clause 10.4, any notice given under this Agreement will be treated as being given:
in the case of physical delivery, when actually delivered to the address in the Disclosure Statement and its receipt confirmed by a person at that address;
if posted, on the fourth Working Day after the day on which the letter is posted (and in proving the delivery it is enough to prove that the letter was properly addressed, stamped and posted);
if emailed, one hour after the email is sent unless a return email is received by the sender within that one-hour period stating that the addressee’s email address is wrong or that the message cannot be delivered;
if the case of a text message sent to your Mobile Number, immediately after it is validly sent.
A notice that is received before 9am on a Working Day shall be deemed to have been received at 9am on that Working Day and any other notice that is not received between 9am and 5pm on a Working Day shall be deemed to have been received at 9am on the next Working Day.
11. General
Entire agreement: Except to the extent stated otherwise in this Agreement, this Agreement is the full agreement between us and you relating to the matters dealt with in the Agreement and replaces all previous discussions and agreements about the matters in this Agreement.
Waiver: To waive (release) a right under the Agreement, the waiver must be in writing and signed by the waiving party. No waiver of a Failure to Comply, or a failure to enforce any provision of, this Agreement at any time by a party in any way limits or waives the right of that party to later enforce and require full compliance with this Agreement.
Partial invalidity: If any provision of the Agreement becomes invalid or unenforceable to any extent, the remainder of the Agreement and its application shall not be affected and shall remain enforceable to the greatest extent permitted by law.
Provisions continue: The parts of this Agreement which, by their nature, are intended to continue after expiry or cancellation, including clauses 2.2, 2.5, 5.2, 5.3, 6, 7.2, 7.3, 10, 11.5 and 11.8 of these terms & conditions, continue in force after expiry or cancellation.
Rights and remedies are not mutually exclusive: To the fullest extent permitted by law, a party's powers, rights, discretions and remedies, whether provided for in this Agreement, at law, in equity or otherwise, are not mutually exclusive, can be exercised more than once, and are cumulative and not alternative, and may be exercised independently, or in any combination, at any time by that party.
Transfer: You may not assign or transfer any of your rights, benefits or obligations under this Agreement. We may assign or transfer any of our rights, benefits and obligations under this Agreement.
Changes: Any changes to the Agreement must be in writing and signed by both parties. Despite that, we may (acting reasonably) change or replace this Agreement at any time to the extent necessary or desirable in response to changes in law.
Governing law and jurisdiction: The Agreement is governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
Electronic signatures: This Agreement and any related documents may be signed and delivered by electronic means, including but not limited to scanned copies, PDF documents and electronic signature services (e.g., DocuSign, Adobe Sign). Any such electronically signed document shall be deemed to have the same legal effect, validity, and enforceability as a handwritten signature. References in this Agreement to the words “execution”, “signature” and similar words include electronic signatures and the record keeping in electronic form.
12. Dictionary & interpretation
Dictionary: In the Agreement, unless the context requires otherwise, the following terms have the following meanings:
| Term | Meaning |
|---|---|
| Agreement | These terms and conditions and the Disclosure Statement. |
| Annual Interest Rate | The "Annual Interest Rate" specified in the Disclosure Statement. |
| Application | The application form you completed in relation to the Loan. |
| Borrower Account | The account in which we record debits and credits of amounts relating to the Loan. |
| CCCFA | The Credit Contracts and Consumer Finance Act 2003. |
| Disclosure Statement | The disclosure statement provided to you, including the disclosure statement as varied or replaced from time-to-time. |
| Failure to Comply | Has the meaning given to that term in clause 9.1. |
| Full Prepayment | The payment of the Unpaid Balance before the last amount to be paid under this Agreement becomes payable. |
| Initial Unpaid Balance | Has the meaning given to that term in the Disclosure Statement. |
| Loan | The loan to be made by us to you on the terms and conditions in this Agreement. |
| Loan Access Date | The date that you sign this Agreement. |
| Loan Amount | The "Initial Unpaid Balance" specified in the Disclosure Statement. |
| Mobile Number | Your mobile number in the Disclosure Statement or otherwise provided by you including in your Application. |
| Money Owed | All amounts payable by you to us under or in connection with this Agreement from time to time, including accrued interest and the Unpaid Balance. |
| Nominated Bank Account | The NZD bank account in New Zealand you nominate in the Application as the account into which the Loan Amount is to be paid. |
| Payment Schedule | The "Payment Schedule" in the Disclosure Statement. |
| Privacy Policy | Our privacy policy from time-to-time, available at terepay.com/privacy-policy. |
| Unpaid Balance | The amount owing under this Agreement at a particular time, being the difference between all amounts credited and all amounts debited to your Borrower Account under this Agreement at that time. |
| Unpaid Daily Balance | In relation to a day, means the Unpaid Balance at the end of that day. |
| Working Day | Monday to Friday, other than any national public holiday within the meaning of section 44 of the Holidays Act 2003. |
Interpretation: In this Agreement:
a reference to:
you, your is to the "Debtor" named in the Disclosure Statement;
TerePay, we, us, our is to TerePay Neophile Ltd, the "Creditor" named in the Disclosure Statement;
including and similar words do not imply any limitation;
a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them;
a party is a reference to a party to this Agreement, and includes that party's executors and permitted assigns; and
$ or dollars are to New Zealand currency;
the headings in this Agreement are for convenience only and have no legal effect; and
the singular includes the plural and vice versa.