Effective as at 17 October 2024

HIGHLIGHTS:

• The Agreement is a revolving credit contract, made up of these Terms, the Spend Limit and each Payment Schedule created by us. The Spend Limit and the Payment Schedules will be available in the App and Web Portal.
• These Terms contain some key information disclosed about your credit contract under section 17 of the Credit Contracts and Consumer Finance Act 2003, including clauses 2.1 and Schedule 1, clause 4, clause 9 and clause 10. Our full name, contact information and financial service provider number can be found in clause 12 (in the definition of "Afterpay"). Please make sure you read these Terms carefully.
• Afterpay allows you to pay for your purchase over 4 instalments due on the dates outlined in the Payment Schedule for your Order. In some cases, Afterpay may require you to make a payment at the time of purchase.
• You must meet identification requirements and our eligibility criteria to apply for our Product, including that you must be at least 18 years old and be the authorised holder of an eligible Card (see clause 2.5(a) for more).
• All Orders are subject to Afterpay’s approval.
• Where you do not make payments for Orders when they become due, you will not be able to use our Product to make any more Orders until all Amounts You Owe are paid.
• We will also apply Late Fees as set out in these Terms. We apply maximum Late Fee caps per order. Each time an instalment is late, we may charge an initial Late Fee of $10. If the instalment remains unpaid 7 days after the due date, a subsequent Late Fee of $7 may also apply. This is the same for all late instalments, and we may charge partial amounts until the Late Fees cap for that Order is reached, being the lower of 25% of the Original Order Value or $68.
• You may make early payments, otherwise Afterpay will automatically process payments in accordance with the due date stated on your Payment Schedule.
• If you won’t be able to pay us on time, please contact us as soon as possible. Click here for more information regarding Hardship.
• Some features accessible on the App may not also be accessible on the Web Portal and vice versa.
• The delivery/quality of goods or services and all refunds are the responsibility of the Retailer where you make the purchase or the Third Party Supplier who supplies the Third Party Goods.
• If you decide to purchase goods or services from an authorised Retailer from outside of New Zealand, we draw your attention to clause 4.4.
• We set out each of our limits of liability and how you will indemnify us in clause 11.

Please read these Terms and Afterpay’s Privacy Policy, which can be found here, carefully. You should download or print a copy of these Terms and Afterpay’s Privacy Policy for your records, noting they may be amended from time to time.

The headings contained in this document are for reference purposes only. A reference to a clause is a reference to a clause in these Terms, unless specified otherwise.

1 The Agreement

1.1 Entering into and parts of the Agreement

(a) Parts of the Agreement - The Agreement is a revolving credit contract, made up of these Terms, the Spend Limit and each Payment Schedule created by us, noting clause 2.1(b)(vi) (“Agreement”).

(b) Commencement of this Agreement– If you are a new customer, you agree to enter into the Agreement at the time of making your first Order. These Terms apply once you begin an application for an Afterpay Account, including to support setting up your Afterpay Profile.

(c) Timing of Payment Schedule - A Payment Schedule is created and disclosed to you when you make an Order in accordance with these Terms and will be immediately available in the App and Web Portal. We may also send your Payment Schedule to you by email.

(d) Please read these Terms- These Terms set out conditions governing your use of, and access to, our App and our Products. Please read these Terms carefully, as they impose rules, obligations and other responsibilities on you in respect of your use of the Products.

(e) You are bound by the Agreement– By entering the Agreement, you agree to be bound by it, including these Terms. If you do not want to be bound by the Agreement (including these Terms), you should not agree to enter into it.

1.2 Parties to these Terms and the Agreement

The Agreement is a contract between you (‘you’ or ‘your’) and Afterpay.

1.3 Privacy Policy, other policies and inconsistencies

Before you create an Afterpay Profile or enter into the Agreement, you should read these Terms, as well as Afterpay’s Privacy Policy and any other policy found on the Website. To the extent of any inconsistency between the Agreement (including these Terms) and any policy, the Agreement will prevail.

1.4 Changes to these Terms and / or the Agreement

(a) Disclosure of agreed changes - Where we agree a change to the Agreement with you, we will give you details of the change, including Key Information to the extent it has changed, either:

(i) before the change takes effect; or

(ii) within 5 Working Days of the change taking effect if the change is one that reduces the obligations that you would otherwise have, or extends the time for any payment to us (in either case, other than as a result of a Hardship Application), or increases or decreases your Spend Limit,

in accordance with clause 10.

(b) Disclosure of key unilateral changes - Other terms of the Agreement may expressly permit Afterpay to make changes unilaterally to:

(i) the amount, frequency, time for payment, or method of calculation of any payment to be made under the Agreement;

(ii) the amount, frequency, time for payment, or method of calculation of fees to be made under these Terms and / or Agreement; and / or

(iii) the amount of the Spend Limit.

When we make any such changes to the Agreement, we will give you details of the change, including Key Information to the extent it has changed, within 5 Working Days of the change taking effect in accordance with clause 10.

(c) Afterpay may make other unilateral changes- Afterpay may make changes unilaterally to these Terms and / or the Agreement, other than to those things described in clause 1.4(b) above, at any time for any reason to the extent reasonably necessary to reflect changes in the functionality of our Products, the introduction of new products, the requirements of any law, regulation or a regulator, or for any other reason determined by Afterpay acting reasonably. We will give you notice:

(i) before the change takes effect if it is detrimental for you, subject to clause 10.1(a); or

(ii) at the time of the change or as soon as is reasonably practical after the change occurs if the change is beneficial or neutral for you,

in accordance with clause 10.

(d) Where to find these Terms- The current version of these Terms is available on our Website.

2 Important information and relationships

2.1 Important information about our Product

(a) How our Product works- Our Product allows you to buy goods or services offered by Retailers, including Retailers in an overseas jurisdiction permitted by Afterpay, and / or Third Party Goods by creating an Order, subject to these Terms.

(b) Spend Limit, Amount You Owe and Total Amount You Owe

(i) We will set your Spend Limit and let you know what it is before you enter into the Agreement. If your Spend Limit increases or decreases, we’ll let you know in the App or by email.

(ii) We may increase or decrease your Spend Limit from time to time at our discretion based on things like your payment behaviours and risk factors (including for example those described in clauses 3.4 and 4.1) and will give you notice in accordance with clauses 1.4(b) and 10. As required by law, we will do a credit check to support a Spend Limit increase.

(iii) The amount you have Available To Spend using our Product is shown in the App and Web Portal.

(iv) When we approve an Order (subject to any cancellation or refund), your Available To Spend as shown in the App will reduce by the amount of that Order that we fund. If you pay the First Instalment at the time of purchase in accordance with these Terms, your Available To Spend will not be reduced by the amount of that First Instalment. Late fees incurred but not paid will also reduce the amount showing as Available To Spend in the App and Web Portal.

(v) When you make payments to us in accordance with your Payment Schedule or you pay applicable Late Fees, as set out in these Terms, your Available To Spend will increase by the same amount (up to your Spend Limit).

(vi) We do not finance payments due at the time of purchase or Late Fees – these amounts are due immediately once incurred. Even though Late Fees will be included in your Payment Schedule (where applicable), this is for your information only and they do not form part of your usual instalments. If a Late Fee becomes due under these Terms, you must pay it to us in accordance with these Terms as an Amount You Owe.

(vii) You can view the Total Amount You Owe in the App and Web Portal.

2.2 Relationship between us, you, Retailers and Third Party Suppliers

(a) Retailers and Third Party Suppliers- By placing an Order with a Retailer or for Third Party Goods using our Products, you provide us with an unconditional and irrevocable consent and direction to pay (or procure an Afterpay Affiliate to pay) the Retailer or Third Party Supplier (as applicable) on your behalf:

(i) the First Instalment where it is payable at the time of completing the Order; and

(ii) in exchange for your agreement and obligation to repay or pay to us the remaining agreed amounts plus any applicable Fees, including Late Fees (if any) as principal debtor, in accordance with the Agreement, the other remaining agreed amounts specified in your Payment Schedule, including the First Instalment where it is not due at the time of completing the Order, (which may include any applicable taxes, duties or other related amounts charged by the Retailer or Third Party Supplier (as applicable).

(b) No liability for Retailers- You acknowledge that we do not have any control over, and neither Afterpay nor our Related Parties are responsible or liable for, the products or services purchased from Retailers paid for with our Products. We cannot ensure that a Retailer you are dealing with will complete the transaction.

(c) Third Party Supplier terms- You acknowledge that we act as an agent for the Third Party Suppliers when we process Orders for Third Party Goods. Delivery, fulfilment and customer support for the Third Party Goods will be provided by the Third Party Supplier. You agree to be bound by the terms and conditions of the Third Party Supplier identified to you at the time of purchase. Please review all applicable Third Party Supplier terms and conditions prior to placing your Order for any Third Party Goods.

(d) Things we don’t do- Afterpay does not:

(i) enter into a partnership, joint venture, agency (except as set out above in this clause 2.2) or employment relationship with you;

(ii) guarantee the identity or performance of any Retailer;

(iii) guarantee the performance or delivery of the goods or services by any Retailer or Third Party Supplier;

(iv) determine if you are liable for any taxes; or

(v) collect or pay any taxes on your behalf that may arise from your use of our Products.

(e) Related Companies may perform our obligations- You acknowledge and agree that some or all of Afterpay’s obligations under the Agreement may be performed by a Related Company of Afterpay from time to time.

2.3 Your Consumer Rights

(a) Consumer Rights- As a consumer, you have certain rights under consumer protection legislation (“Consumer Rights”). These Consumer Rights include:

(i) statutory guarantees under the New Zealand consumer protection laws, including as to title and delivery of goods and services, that they will be of acceptable quality, match their description and be fit for any particular purpose made known by the consumer to the supplier or which the supplier represents that they are reasonably fit for, and that services supplied will be provided with reasonable care and skill. When a statutory guarantee is breached, consumers are entitled to a range of remedies including, in some cases, damages for reasonably foreseeable losses; and

(ii) non-excludable implied warranties that services will be provided with reasonable care and skill and that the services and any materials supplied in connection with them will be reasonably fit for any particular purpose made known by the customer to the supplier.

(b) No limitation of consumer protection laws - Nothing in the Agreement is intended to exclude, restrict or modify any of your Consumer Rights, including by limiting our liability or imposing liability on you in a manner which would be considered unfair under the relevant consumer protection laws.

2.4 No warranty

Subject to your Consumer Rights:

(a) App, Web Portal and Website- We do not give any express warranty or guarantee as to the suitability, reliability or availability of our Products, or of the content in our App, Web Portal or on our Website.

(b) Implied warranties or guarantees- We do not give any implied warranties or guarantees.

(c) Access- Except as required by law, we do not guarantee continuous, uninterrupted or secure access to our Products or Third Party Goods, and we make no representations or warranties regarding the amount of time needed to complete processing of Orders or payment transactions.

2.5 Eligibility

(a) Eligibility criteria- To be eligible to apply to use our Products and enter into the Agreement you must:

(i) be an individual who is at least 18 years old;

(ii) be capable of entering into a legally binding contract;

(iii) have a valid and verifiable email address and New Zealand mobile telephone number;

(iv) provide a valid delivery address in New Zealand;

(v) have your identity verified in accordance with the requirements of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009; and

(vi) have access to an eligible Card to use as a Payment Method.

(b) You must meet the eligibility criteria - By entering into the Agreement, you represent and warrant to Afterpay that you meet the eligibility criteria set out in clause 2.5(a).

2.6 Transfers or assignments

(a) By you - You cannot transfer or assign any rights you may have under the Agreement without our prior written consent, which must not be unreasonably withheld.

(b) By us- You agree that we may appoint third party collections agencies to collect from you any Amount You Owe under the Agreement (including by transferring or assigning this Agreement, and any rights under it. We may transfer or assign the Agreement, and any rights under the Agreement, to a third party without your consent in the course of our securitisation arrangements, or the sale or restructure of all or part of our business. We may also assign or transfer this Agreement and any of our rights under the Agreement to a third party in other circumstances, but if an assignment is likely to materially detrimentally affect a significant portion of our customers, then we will seek your consent prior to assignment, which consent must not be unreasonably withheld. Notice of any assignment will be provided as required by relevant law.

3 Your Afterpay Account

3.1 Applying for and creating your Afterpay Account (including creating your Afterpay Profile)

(a) Your Afterpay Profile and accurate information- When applying for your Afterpay Account, the first step is to provide us with the necessary identification information and documentation for us to create your Afterpay profile (“Afterpay Profile”). You must not provide us with any information that is false, inaccurate or misleading (including, without limitation, in relation to your identity or personal details or by using an alias or false identity, even with the consent of the person whose identity you are using, or seek to establish a fake, untraceable or unverifiable Afterpay Account). In some circumstances, including where we do not have all the required information to identify you, we will not be able to create an Afterpay Profile for you, and you need to restart your application.

(b) Payment methods- Once you have created your Afterpay Profile, you will have the option to add and change your Payment Method. We may accept you updating or changing your Payment Method in the App or, where the option is available, via the Afterpay checkout process. Whenever you add a Payment Method, we will do an account verification check on it. You must always have at least one Preferred Payment Method that we have accepted.

(c) When we’ll create your Afterpay Account- In order for us to create an Afterpay Account for you, you must have a valid Afterpay Profile and enter into the Agreement (if after 2nd September 2024). If you have a valid Afterpay Profile but not an Afterpay Account, we may allow you access to the App and Web Portal but you will not be able to place any Orders or access all functionality and features.

(d) Password- When you apply for an Afterpay Account, you will be prompted to choose and enter a secure password and we may allow you to set up biometric security (for example, face ID). You may subsequently access your Afterpay Account, using your secure password and / or biometric security (where relevant), through the App. Your password should not be easily identifiable by anyone else. For example, you should not use your birth date, phone number or other personal information or sequential numbers (such as “1234”). You should use different passwords for different electronic services (including, for example, banking services), not disclose your password to anyone else or write it down, and you should take care when keying in your password to make sure that no one else can see it. You must protect your biometric security and not allow others to use it.

3.2 Your obligations to us

By entering into the Agreement, you agree that you will:

(a) Pay Amount You Owe- pay us all Amount You Owe, including that you will pay any applicable Late Fees. You agree that we can charge Amount You Owe, including Late Fees, to your Selected Payment Method (or any other Payment Method in accordance with these Terms) when they become due;

(b) Keep your information updated and ensure we can contact you- ensure any information about you, including your contact details and email address, is true, current and complete and that you will not take any action to prevent us contacting you by email. If your information changes, you will update it through your Afterpay Account in the App or the Web Portal;

(c) Identity - provide to us in a timely manner all documentation relating to your identity, if requested by us;

(d) Proper use- not use your Afterpay Account, our Products, any Platform or any Third Party Goods for any unlawful, fraudulent or improper activity, including for any experimental testing or research purposes or otherwise in a manner for which they have not been designed;

(e) Help us investigate - cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity in relation to your Afterpay Profile or your Afterpay Account;

(f) Pay taxes - pay any taxes that may apply to your Order (e.g. GST);

(g) Be the only person using your Afterpay Account - not permit others to use your Afterpay Account, or allow anyone else to have or use your Afterpay Account password details;

(h) Use properly- not use any technology (device, software or hardware) to damage, intercept or interfere with our Products or any Platform;

(i) Keep your Afterpay Account secure - maintain the security of your Afterpay Account details. We will not take responsibility for unauthorised access and use of your Afterpay Account unless we have failed to take reasonable steps to prevent such unauthorised access or use, or such unauthorised access or use arises from our negligence, error or system failure;

(j) Contact us- immediately contact us if you believe that your Afterpay Account may be subject to an unauthorised transaction, account takeover or other type of fraudulent activity or security breach by contacting Afterpay using the App. In the absence of you notifying us of a transaction that was not authorised or made by you, you acknowledge and agree that we will treat any such Order on your Afterpay Account as a valid transaction for the purposes of the Agreement. See how we handle complaints in clause 9;

(k) Update App and keep device secure - ensure that you update your App software to ensure it is using the latest version. You can find information on the latest version of the App on the App Store or Google Play Store. You will also ensure that your device you use to access our any Platform has adequate security, including for example by using a secure internet connection, ensuring that your device is using the latest security release for your hardware and relevant software and you have reasonable anti-virus software and / or protection;

(l) Not create liability for us - not create liability for us or our Related Parties (excluding our liability to pay a Retailer or Third Party Supplier from the use of the Product) or cause us to lose (in whole or in part) the services of our Retailers or Third Party Suppliers, or in the case of an online marketplace, the provider of the online marketplace through your wrongful acts or omissions;

(m) Permit disclosure of information - authorise us to disclose Card-related profile and purchase behaviour information to third parties (including, without limitation, Visa and MasterCard) for the purpose of eliminating fraud and illicit behaviour;

(n) Have and use one Afterpay Account only - not open or use more than one Afterpay Profile or Afterpay Account;

(o) Let us know if you think that you won’t be able to pay us- if you think that you won’t be able to pay us on time, contact us as soon as possible; and

(p) No set off by you- notwithstanding any other provisions of the Agreement, make all payments in accordance with the relevant Payment Schedule and pay all Amounts You Owe, including Late Fees, in full to us under the Agreement without any set-off, withholding or reduction.

3.3 In-store payments and Afterpay Card

(a) In-store payments require Afterpay Card- To make an in-store purchase with a Retailer, you must have added your Afterpay Card to your digital wallet. See our App or Website for instructions. The Afterpay Card cannot be accessed through the Web Portal.

(b) First payment- Your Afterpay Card will be processed by the Retailer to finalise your Afterpay purchase. If your request is approved, your First Instalment will be due at the time of purchase or, if you have access to and have activated the No Payment Upfront Feature, it will be due on the date set out in your Payment Schedule. Payments will be deducted from your Selected Payment Method in accordance with your Payment Schedule.

(c) Only one Afterpay Card- Only one Afterpay Card will be approved for use with an Afterpay Account and can be used to authorise additional purchases until its expiry date.

(d) Only you may use your Afterpay Card- Your Afterpay Card must be used only by you as the Afterpay Account holder. It is your responsibility to keep your Afterpay Card secure at all times from theft, fraud, misuse and/or unauthorised use.

(e) Requirement to contact us- If you become aware that your Afterpay Card is faulty, or the device onto which it has been loaded has been lost or stolen prior to its expiry, or there are issues with generating the Afterpay Card, you can contact us via the App or at help.afterpay.com. If your device is lost or stolen and you contact us, we will deactivate the Afterpay service on your Afterpay Account, meaning that no new purchases, Spend Limit increases or changes to personal details can take place. We will continue to draw Automatic Payments in accordance with your Payment Schedule and Late Fees (if applicable) so that you do not fall behind on your payments. To reactivate your Afterpay Account on your new (or located) device, please contact us again and we will help you with the set up.

(f) Limiting our liability- To the extent permitted by law, and subject to clause 2.3, neither Afterpay nor our Related Parties will be liable to you or anyone else for any losses suffered or incurred due to delay in receipt of, or for any lost or misdirected, Afterpay Cards sent to the device you have provided, as applicable, or for any losses suffered or incurred due to the theft, fraud, misuse or unauthorised use of the Afterpay Card, except to the extent that such losses arise as a result of our negligence, wilful misconduct or breach of the Agreement.

3.4 Closing and deactivating your Afterpay Account

Please take note: Closing your Afterpay Account means that you will no longer be able to perform any new transactions, make any changes to your Afterpay Account, view your Afterpay Account details or obtain your transaction history in the Afterpay App or Web Portal. You cannot close your Afterpay Account if you have any Amounts You Owe (including Late Fees) and we will continue to draw Automatic Payments in accordance with your Payment Schedule and for Late Fees when they fall due (if applicable) until you pay us the Total Amount You Owe.

(a) Closing or deactivating your Afterpay Account-

(i) You can close your Afterpay Account at any time via the App or by contacting us directly for any reason (including where we are making unilateral changes under clause 1.4(b) or (c)) if you have paid all outstanding Amounts You Owe (which includes any Late Fees) in full.

(ii) If you have any Amounts You Owe, you can ask us to deactivate your Afterpay Account so that you cannot place a new Order with us, and you will be able to close your Afterpay Account once you have paid the Total Amount You Owe (which includes any Late Fees) via the App or by contacting us directly.

(iii) Subject to clause 3.4(b) below, closing your Account will mean these Terms no longer apply and the Agreement ends. Once your account is closed, you will no longer be able to perform any new transactions, make any changes to your Afterpay Account, view your Afterpay Account details or obtain your transaction history in the Afterpay App, Web Portal. Depending on how long your account has been closed, we may be able to provide these details to you if you contact us.

(b) Agreement continues if there are disputes or refunds- The Agreement will continue to apply even if you close your Afterpay Account where you have any disputes with the Retailer or Third Party Supplier or where refunds are in progress. Once all disputes have been resolved and refunds processed, the Agreement will end.

(c) When we can suspend, deactivate or close your Afterpay Account- We may immediately limit your access to our Products, suspend (including that you cannot make any new Orders) or deactivate or close your Afterpay Account, without prior notice to you, for any of the following reasons:

(i) a Risk Event occurs, or we reasonably believe it has or will occur;

(ii) we are required or instructed by a regulator, enforcement officer or court of law to do so; and / or

(iii) you purport to or withdraw any consent that is integral to our ability to provide the Product (for example our ability to provide notices and communicate with you electronically, our ability to report to credit reporting bureaus, or our ability to perform credit checks where required to provide any Product to you (as required by law)).

These Terms will continue to apply, including that you must make payments in accordance with the Payment Schedule and pay Late Fees when due. Once we close your Account, these Terms no longer apply and the Agreement ends and you will no longer be able to perform any new transactions, make any changes to your Afterpay Account, view your Afterpay Account details or obtain your transaction history in the Afterpay App or Web Portal. Depending on how long your account has been closed, we may be able to provide these details to you if you contact us.

(d) Telling you we’ve suspended your Afterpay Account- We will use our reasonable endeavours to provide notice if we suspend, deactivate or close your Afterpay Account in accordance with clause 3.4(c), unless we have a legitimate reason not to provide notice.

(e) Unsuspending your Afterpay Account- Where we have suspended your Afterpay Account under clause 3.4(c) above because you failed to pay us an Amount You Owe when due, you will not be eligible to request unsuspension until all Amounts You Owe have been paid. We will consider a number of factors in considering your request for unsuspension, including any risk to the integrity of our systems or the Products and past breaches of the Agreement (including by failing to pay an Amount You Owe when due). If we choose to unsuspend your Afterpay Account, we may reduce your Spend Limit in accordance with clause 2.1(b)(ii).

4 Orders, payments, fees and costs

4.1 Orders are subject to our approval, confirmation of Orders, and Payment Schedule

(a) Orders are subject to our approval- All Orders are subject to our approval and cancellation, in our reasonable discretion (also see clause 4.1(b) below). For example, we may choose not to approve an Order or provide a Product to you, or we may cancel an approved Order before the goods or services are delivered or supplied to you, if a Risk Event has occurred or we reasonably believe it has or will occur.

(b) Cancelling an approved Order- If we cancel an approved Order:

(i) we will apply a full refund of any amounts you have paid to us to your Selected Payment Method or where you had more than one Payment Method to one or more of those Payment Methods. If that is not possible, we will apply the refund to any other Card that you have provided us details of, and will cancel any future payments related to that Order. In the event the approved Order is cancelled because we’ve incurred a chargeback in relation to a payment for the approved Order, we won’t refund that payment and any return of funds will be between you and your issuing bank. The Retailer will not be obliged to deliver the goods (or provide the services) in respect of that Order, unless required to do so by law;

(ii) you will have no obligation to make any further payments to us, or have any other ongoing relationship with us, with respect to that Order; and

(iii) if you wish to proceed with the purchase from the Retailer, the Retailer may accept an alternative payment method in its discretion, or if required to do so by law.

(c) Payment Schedule- Once we approve your Order, we will display your Payment Schedule in the App and on the Web Portal. We may also send you an email to the email address you have registered with your Afterpay Account with confirmation of receipt of your Order, payment of the First Instalment (where it is payable at the time of the Order) and the Payment Schedule.

4.2 Payments, your responsibility for sufficient funds and related fees

(a) How we take payment- You agree that we are authorised to and you instruct Afterpay to:

(i) process your Automatic Payments; and

(ii) process such payments in aggregate, rather than as individual transactions where there are multiple payments to be made on the same day.

(b) Payments from any Payment Method and agreement to reattempt- You agree to ensure that all payments are made in accordance with this clause 4 and the relevant Payment Schedule, and that Late Fees are paid. You may make early payments, otherwise Afterpay will automatically process payments in accordance with the due dates stated on the relevant Payment Schedule to any Payment Method. If an Automatic Payment fails on any of the dates specified in your Payment Schedule or in respect of a Late Fee when due, you agree that Afterpay may and you instruct Afterpay to, re-attempt to process the payment, including at a later time or date using any Payment Method until the outstanding Amount You Owe is paid. There may be restrictions on removing a Preferred Payment Method or Selected Payment Method until all Amounts You Owe have been paid.

(c) Making Recurring Payments- You acknowledge that each Recurring Payment will be deemed an Order. When you select Afterpay as your payment method for a Recurring Payment, you authorise Afterpay to be the default way to pay for ongoing Recurring Payments with that Retailer until you inform the Retailer otherwise. You acknowledge that you are giving us the ability to collect or reverse fixed or variable payment amounts from or to your Payment Method, in accordance with your Payment Schedule and these Terms.

(d) Cancelling Recurring Payments- If you wish to cancel any goods or services offered by a Retailer that is structured as a Recurring Payment, you will be responsible for contacting the Retailer directly to cancel this in accordance with the Retailer’s policies. You may cancel any scheduled Recurring Payment amount by notifying us within 2 days of the next scheduled payment, either through our App or contacting us at help.afterpay.com. By contacting Afterpay to cancel any scheduled Recurring Payment amount, Afterpay will also cancel any future Recurring Payments that you have for goods or services offered by that Retailer to you. You are responsible for any outstanding amounts or obligations imposed by the Retailer on you as a result of your cancellation of the Recurring Payment amounts. Please note, cancelling your Recurring Payment with Afterpay does not cancel any goods or services obtained from the Retailer and it is your responsibility to cancel goods or services obtained from a Retailer by contacting the Retailer directly.

(e) Sufficient funds and responsibility for related fees and charges- You are responsible for ensuring that you have sufficient funds in your Selected Payment Method available to make Automatic Payments on the dates specified in your Payment Schedule and to pay Late Fees (if applicable) when due. You are liable for any fees or charges imposed by your Payment Method (e.g. interest charges on a nominated credit card), except to the extent that such fees or charges arise as a result of our error or system failure. If any fees or charges are imposed as a result of our error or system failure, please provide us with a copy of the relevant records, and we will reimburse you for the relevant fees or charges.

(f) Failure of Automatic Payment- In addition to the other rights we have under these Terms, if an Automatic Payment fails (for example, if your Payment Method is a credit or debit card that has expired) you agree that we will, and instruct us to, satisfy any monetary liability you owe us by:

(i) offsetting the payment amount against any amounts we may owe to you; or

(ii) any other legal means.

(g) Updated Payment Method- You acknowledge and agree that Afterpay may use network tokens to manage your Payment Method details from time to time, including that Afterpay may receive and use an updated expiry date and card number, where applicable. Following any update, you authorise Afterpay to continue to charge the applicable Payment Method(s) using the updated details provided by our payments service providers.

4.3 Late Fees

The calculation and application of Late Fees are set out in Schedule 1 to these Terms and may be amended from time to time in accordance with clause 5 of Schedule 1.

4.4 Cross Border Transactions

Where we offer you the ability to use our Products to make a Cross Border Transaction, we will convert what the Retailer charges into New Zealand dollars to determine the Original Order Value and the amounts payable by you in accordance with your Payment Schedule at the retail exchange rate used, which is the average of the bid rate offered by the four largest retail banks in New Zealand. The Retailer may show you their local currency and / or New Zealand dollar amounts when you make your order.

5 Features

5.1 Higher Upfront Payment

(a) Where the Original Order Value exceeds your approved Spend Limit with Afterpay, you may be offered the option to pay an instalment at the time of purchase which is higher than the other instalments (“Higher Upfront Payment”).

(b) If clause 5.1(a) applies to your Order, the Higher Upfront Payment will display prior to you confirming the Order.

5.2 No Payment Upfront Feature

(a) No Payment Upfront Feature- This feature allows you to defer your First Instalment on an eligible Order from the Order date to a later date as set out in your Payment Schedule (“No Payment Upfront Feature”).

(b) Eligibility criteria for Order- An eligible Order for the No Upfront Payment Feature means an Order meets certain criteria, including:

(i) your Afterpay Account is accepted as a form of payment by a merchant;

(ii) the Order must total $500 or less including any taxes, shipping and other charges;

(iii) the Order must not be for a Gift Card; and

(iv) the type of Order, Retailer and/or Third Party Retailer meets our risk requirements.

(c) Availability of feature at our discretion- We have the discretion as to whether to make the No Payment Upfront Feature available to you (also see clauses 5.3(e) and (f) below). If we do make the feature available to you:

(i) the App and Web Portal will show that the feature is active; and

(ii) we may send you a communication confirming you have access to the feature.

(d) How you can turn the feature on and off- If we make the No Payment Upfront Feature available to you, you can turn the feature on or off at any time within the Afterpay App, except where we have decided to deactivate the feature in accordance with this clause 5.2, in which case the feature can only be reactivated by Afterpay.

(e) We will decide whether to make the feature available- We will decide whether to make the No Payment Upfront Feature available to you and for how long (whether for the first time or in considering whether to reactivate the feature after a deactivation in accordance with clause 5.2(f)). In deciding these things, Afterpay will consider a range of factors, including:

(i) if you have held an existing Afterpay Account in New Zealand for more than 1 year and when you have used it;

(ii) if you have requested financial hardship assistance, made a Hardship Application or received relief in respect of Hardship in the past year;

(iii) if you have had fewer than 6 times that you have not paid an Amount You Owe or First Instalment when due in the past 6 months; and

(iv) your payment behaviours and use of the Product, including whether you make regular Orders.

(f) We will decide whether to deactivate the feature- If you have access to the No Payment Upfront Feature and do not make your payments when they are due (unless solely due to our error), we may deactivate the No Payment Upfront Feature without prior notice to you. Acting reasonably, we may also deactivate the feature without prior notice to you where we consider that deactivation is reasonably necessary to protect our legitimate interests (which include the commercially reasonable management of our Products and the management of certain risks, including the credit, operational and regulatory risks we are exposed to when providing this Product to you). If we deactivate the feature, this may be communicated to you and / or we may let you know in the App.

5.3 Preferred Payment Day

(a) Selection of Preferred Payment Day- You may (or if clause 5.3(d) applies, we may) select your preferred day of the week (“Preferred Payment Day”) on which payment due dates in respect of each Order are to fall.

(b) Timing of payments- Once the Preferred Payment Day is set, your Payment Schedule for each subsequent Order completed will reflect the Preferred Payment Day, subject to the following:

(i) If you have access to the No Payment Upfront Feature and it is active:

(A) the First Instalment for an eligible Order will be due on the Preferred Payment Day that falls immediately after the date of your Order plus 1 week; and

(B) each remaining instalment will be due fortnightly thereafter, or as otherwise set out in your Payment Schedule.

(ii) If you do not have access to the No Payment Upfront Feature:

(A) the First Instalment will be due on the completion of your Order;

(B) the second instalment will be due on the next Preferred Payment Day that falls at least 2 weeks from the date of your Order; and

(C) each remaining instalment will be due fortnightly thereafter, or as otherwise set out in your Payment Schedule.

(c) Applies to future orders only- Once the Preferred Payment Day is set, it will only apply to future Orders. Payments in respect of any existing Orders will continue to be payable in accordance with the existing Payment Schedule, subject to your ability (if any) to change the due date of a payment yourself via the App or Web Portal, or any request you make to Afterpay to change the payment dates, which Afterpay may accept or reject in its discretion.

(d) When we will select Preferred Payment Day- If you do not select your preferred day when the feature is available, we will default your Preferred Payment Day to a day we choose.

(e) Changing Preferred Payment Day- You may amend your Preferred Payment Day for future Orders at any time in the Afterpay App.

5.4 Spend Cap

Once the feature is released, we will allow you to create a Spend Cap in the App. The Spend Cap does not impact your Spend Limit (which we may increase or decrease in accordance with these Terms). You are in control of your Spend Cap and once the feature is released, you may change the amount of the Spend Cap and turn it on or off at any time.

6 Returns and refunds

6.1 Returning items

If you decide to return goods to a Retailer or Third Party Supplier (as applicable), which goods have been purchased using our Products, and request a refund, or a return and/or refund are otherwise accepted by the Retailer or permitted by law, you will directly arrange the return with the Retailer or Third Party Supplier, ensuring that the goods are returned according to the Retailer’s or Third Party Supplier’s returns policy (or the policies of an online marketplace) or other instructions or your rights at law. Please note, using Afterpay to pay for any eligible purchase will not affect any of your existing rights to refund under applicable consumer law or otherwise. For the avoidance of doubt, you will not be required to return goods if you are seeking a refund on the basis that the Retailer did not deliver the goods to you.

6.2 Your responsibility for returns and refunds

It is your responsibility to notify the Retailer or Third Party Supplier if you intend to return any goods or request a refund for goods or services. The return or refund must be completed within the period specified and in the manner required by the Retailer’s or Third Party Supplier’s returns policy (or the online marketplace’s policies, if applicable) or as otherwise permitted by the Retailer, the Third Party Supplier or by law.

6.3 We will process Automatic Payments

We will continue to process any Automatic Payments in accordance with the dates set out in your Payment Schedule even if you or a Retailer or Third Party Supplier (or the provider of an online marketplace, if applicable) notifies us that a return (if applicable) and refund is in progress, Late Fees will apply in accordance with these Terms if you miss a payment, even if you are seeking a refund.

6.4 When you’ll remain liable for payment

Subject to your obligation to pay Late Fees in accordance with these terms, until such time that the Retailer or Third Party Supplier (or the provider of an online marketplace, if applicable) has confirmed the return of the goods or that the services have not been provided (if applicable) and has issued a transaction reversal / refund, you will remain liable to us for the full Amount You Owe in respect of that Order, in accordance with your Payment Schedule.

6.5 When we’ll issue a refund

Once the Retailer or Third Party Supplier has confirmed a refund is payable, we will issue a refund to your Selected Payment Method (or, if that is not possible, to any other Card that you have provided details of) and/or adjust your Payment Schedule appropriately (including to reduce or cancel any future payments, if necessary). If the refund is processed to a Selected Payment Method that is an expired or cancelled Card, you will need to obtain the returned funds by contacting your financial institution. Please note, in the event of partial refunds, refund amounts are taken off the last outstanding payment/s that you owe to us first.

For example, if you make a $400 purchase using Afterpay and the retailer approves a $250 refund, we will cancel your 3rd and 4th instalments of $100, and amend your 2nd instalment to $50. Your new Payment Schedule will become 2 payments (instead of 4) of $100 & $50. If you had already paid 2 instalments of $100 each, a refund of $50 would be applied to your Card and the remaining 2 instalments would be cancelled.

When a Retailer issues a refund for a Cross Border Transaction, Afterpay will use the original retail exchange rate (used at the time the Order was placed) to determine the refund amount to apply to your Selected Payment Method for the relevant goods.

For example, if an Australian Retailer charged 100AUD which was converted to $110 as the Original Order Value, if the Retailer issues a refund for 50AUD, your Order total and Payment Schedule will be adjusted by $55.

6.6 Longer term returns

Notwithstanding the other clauses in these Terms and the Agreement, where you return a product 120 days or more after the purchase date, we will no longer have any involvement in the product return process (i.e. the Retailer or Third Party Supplier or online marketplace, as applicable, will provide any agreed refund directly to you). A longer period will apply where we have agreed a longer period with a Retailer or Third Party Supplier or online marketplace, as applicable where required based on the nature of the goods or services purchased by you.

6.7 Returns and Afterpay Account Closure

If your Afterpay Account has been closed for any reason, both you and we will do what’s set out in this clause 6 until:

(a) you have paid the Total Amount You Owe (where we have closed your Afterpay Account); or

(b) if it’s earlier, 120 days after your last Order (or a later date as we have agreed with a Retailer or Third Party Supplier or online marketplace), as applicable, where required based on the nature of the goods or services purchased by you.

After that, you’ll work solely and directly with the Retailer or Third Party Supplier or online marketplace, as applicable, will be solely responsible for processing all returns and associated refunds and if they refund any amount through your Afterpay Account, we will issue that amount to what was your Selected Payment Method prior to the closure of your Afterpay Account. However, if we receive a refund as set out in clause 6.5, we will pay you that refund.

7 Checks and processing

7.1 Identity checks

We reserve the right to verify your identity, including in accordance with the requirements of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009. You cannot use our Products until such time as your identity verification has been completed. Verifying your identity does not mean we will approve your Order (see clause 4.1(a) for other things that we consider).

7.2 Provision of information and documentation

You agree to provide any information or documentation reasonably requested by Afterpay or a Retailer or a Third Party Supplier to verify your identity in connection with creating any Orders or the ongoing use of your Afterpay Account. The provision of your driver licence number is voluntary, but if you do not provide your driver licence number (or any other identity information we reasonably request) to Afterpay, we may not be able to verify your identity, and you may not be able to use Afterpay’s Products.

7.3 We may make enquiries

You authorise us to make, directly or through third parties, any enquiries we consider necessary to verify your identity and to assess your capability to make payments according to the Payment Schedule in relation to any Order. This may include performing repayment capability checks and verifying information you provide to us against third party databases.

7.4 Information collected, used, stored and disclosed in accordance with our Privacy Policy

See the Afterpay Privacy Policy for details on how information that Afterpay collects about you or the recipient you nominate for Third Party Goods, including information collected in connection with the verification of your identity, will be collected, used, stored and disclosed (https://www.afterpay.com/en-NZ/privacy-policy).

7.5 You authorise disclosure

You authorise Afterpay (or any third parties providing services on behalf of Afterpay) to disclose to third parties, to the extent required or permitted by any applicable laws or regulations, any information in relation to you, your Afterpay Profile or your Afterpay Account or its use.

8 Our Intellectual Property

8.1 Our Platforms

(a) Exclusive property- The Platforms and all content on each of them are the exclusive property of Afterpay, Afterpay group companies or other third parties such as our partners.

(b) Information and subject to change- With the exception of any information forming part of any agreement between Afterpay and you, or as required by law, the information described in 8.1(a) is for information purposes only and is subject to change without notice.

8.2 Restrictions on you

You must not copy, imitate, modify, alter, amend or use without our prior written consent any URLs representing any Platform, or any of our content, logos, graphics, icons or other content published on them or in our printed media.

9 Complaints, disputes and Hardship



9.1 Issues, complaints and disputes between you and a Retailer or Third Party Supplier

(a) File disputes directly- If you have an issue or complaint about the delivery or quality of the goods or services you have purchased, or have a dispute with them, you should contact the Retailer or Third Party Provider using their details.

(b) Afterpay may facilitate communication in some instances- In some instances, where clause 9.1(a) applies, Afterpay may facilitate communication between you and the Retailer or Third Party Supplier to enable a resolution to all disputes, the outcome of your disputes with Retailers or Third Party Suppliers will not affect Afterpay’s rights and remedies under these Terms or your obligation to meet any payments due to us, except as expressly provided in clause 6.

9.2 Complaints

(a) Timing- We aim to:

(i) Acknowledge receipt of all complaints against us within 2 Working Days; and

(ii) Resolve all complaints against us within 21 Working Days.

(b) How to raise a complaint against us- If you wish to raise a complaint related to our Product, these Terms or the Agreement, you should do so by contacting us via the Help icon in the My Afterpay tab in our App or on our Website, at help.afterpay.com. Complaints against us should be raised with us as soon as possible.

(c) Additional information and assistance - If you make a complaint to us under clause 9.1(b) or a Retailer or Third Party under clause 9.1(a), we may request additional documentation from you, and you must provide all reasonable assistance to us to facilitate us in resolving any complaints or disputes.

(d) If we can’t resolve a complaint within 21 Working Days- Where we cannot resolve a complaint you have made against us under clause 9.2(b) within 21 Working Days, we will notify you of the reason for the delay as well as an indication of when we expect to resolve the complaint.

(e) External dispute process- If you are not satisfied with the outcome of your complaint made to us under clause 9.2(b) after it has been through our internal disputes process above, you can contact the Financial Dispute Resolution Service (FDRS) using the contact details listed below.

Phone: 0508 337 337 Fax: 04 918 4901

Website: https://fdrs.org.nz/

9.3 Hardship

(a) Hardship Application- If you are in Hardship, you may make an application by contacting us in writing using electronic means or otherwise, as we accept from time to time (“Hardship Application”).

(b) We’ll acknowledge your Hardship Application- We will acknowledge that we’ve received your Hardship Application within 5 Working Days, whether we decide to grant relief in accordance with your Hardship Application or not.

(c) We may ask you for more information- Within 10 Working Days of receiving your Hardship Application, we may ask you in writing for more information where we need it in order to be able to make a decision on your Hardship Application.

(d) When we’ll make a decision on your Hardship Application- We’ll make a decision about your Hardship Application either:

(i) if we haven’t asked you for more information in accordance with clause 9.3(c), within 20 Working Days of receiving your Hardship Application; or

(ii) if we have asked you for more information under clause 9.3(c), the later of:

(A) 10 Working Days after receiving that further information; and

(B) 20 Working Days after making the request for that further information.

10 Notices and communication

10.1 How we will communicate with you

(a) Communications will be electronic only- The Agreement and any other agreements, notices or other communications regarding your Afterpay Profile and / or Afterpay Account and / or your use of our Products will be provided to you electronically only (unless otherwise required by law).

Other than where clause 10.1(b) applies, you agree that all notifications and other communications required by law to be made to you in writing may be made electronically by email or SMS/text to the email address or phone number provided by you or as part of the experience of making an Order using the App or Web Portal. Where a notification or other communication is made as part of the experience of making an Order on the App or Web Portal, we will ensure that the relevant information is available for subsequent reference on the App or Web Portal or by sending you a copy by email or SMS/text.

We may also make notifications and communications via:

(i) push notifications, if you have push notifications enabled;

(ii) Pop-ups in the App (which may or may not include the Web Portal); and / or

(iii) banners in the App,

and you agree to regularly check the App.

(b) Where we are required to give notice in another way - Where we must give you notice in a particular way by law, we may choose the manner in which we provide that notice (as long as it complies with the law). For example, if we are legally required to give notice non-electronically, then we may choose to serve notice personally at, or send it by post to, your nominated contact address listed on your Afterpay Account.

(c) Timing of notice- Where we serve notice, the service of the notice is taken to be effected when delivered. Where a notice is sent in accordance with this clause 9.1, or through other electronic means, delivery of the notice is taken to be effected on the day on which it is sent. Where a notice is sent by post, delivery of the notice is taken to be effected on the day posted (unless a different date is required under law, in which case it shall be that date). Where a notice is sent as required by law in relation to a Hardship Application, it will be treated as being delivered on the second Working Day after the notice is sent.

(d) Your contact details- You consent to us using the contact details you have most recently provided to us in the App or Web Portal to:

(i) contact you on an ongoing basis for marketing purposes whether by email, SMS, push notification, phone or otherwise (unless you have notified us that you do not wish to receive such communication); and/or

(ii) contact you in relation to your Afterpay Profile, Afterpay Account, our Products and or any Third Party Goods.

(e) Where we cannot give you notice- There may be instances beyond our reasonable control where we cannot give you prior notice where we otherwise would do so under these Terms, for example, where we are instructed by a regulator to implement a change immediately. We will personally notify you of the change as soon as we can.

(f) Monitoring of communication- You acknowledge that we (or any third party providing services on behalf of us) may monitor or record telephone conversations or electronic communications for quality control and training purposes or to fulfil legal requirements. Afterpay does not provide any guarantee that any such monitoring or recording will be retained or retrievable.

(g) Third party communication- You agree to receive all communications from any third party in relation to the Agreement, including a collection agency appointed by us, in electronic form.

10.2 How you can communicate with us

If you wish to contact us for any reason, you can do so using the details in the App, including by email to info@afterpay.com.au.

11 General

11.1 System Outages and Access

(a) Access may be unavailable or limited- Access to our Products and / or Platforms may occasionally be unavailable or limited due to hardware or software failure or defects, overloading of system capacity, damage from natural events or disasters or disruptive human activity, interruption of power systems, labour shortages or stoppages, legal or regulatory restrictions as well as other causes outside of our control.

(b) No liability for no or limited access- To the extent permitted by law, and subject to clause 2.3, neither Afterpay nor any of its Related Parties will be liable for any loss or damage which you may incur as a result of our Products and / or any Platform being unavailable.

(c) Platform and features- Some features accessible on the App may not be accessible on the Web Portal and vice versa.

11.2 Governing Law and Jurisdiction

The Agreement is governed by the law in force in New Zealand. Each party irrevocably submits to the non-exclusive jurisdiction of courts exercising jurisdiction in New Zealand.

11.3 Limiting our liability to you and your liability to us

(a) Consumer Rights and limiting our liability- Nothing in the Agreement is intended to exclude, restrict, modify or limit your rights under your Consumer Rights (including the Consumer Guarantees Act 1993). To the full extent permitted by law, and subject to clauses 2.3 and 11.3(b):

(i) Afterpay’s liability for all claims arising under or related in any way to the Agreement and our Products no matter how arising, and whether in contract, tort (including negligence), or otherwise, will not exceed:

(A) $500 or, if that limit is found to be unenforceable;

(B) $1,000 or, if that limit is found to be unenforceable;

(C) the total value of any affected Order(s), including payments and Late Fees; and

(ii) Afterpay and its Related Parties, or any third party providing services on behalf of Afterpay, will not be liable to you for any Consequential Loss arising under or related in any way to the Agreement no matter how arising and whether in contract, tort (including negligence) or otherwise.

(b) Limitation of our liability- Afterpay and its Related Parties, or any third party providing services on behalf of Afterpay, and the directors, employees, officers, agents and representatives of them, will not, to the extent permitted by law and subject to clause 2.3, be liable for any loss or damage (including any direct, indirect or Consequential Loss or damage) you or any third party may incur from your purchase or use of any goods or services from a Retailer or Third Party Supplier or from the use of an online marketplace, except to the extent that we cause such loss or damage (in which case, our liability to you is limited as set out in this clause 11.3). You acknowledge that any consumer-related claims you may have in respect of:

(i) the goods or services purchased from a Retailer or Third Party Supplier will be a matter between you and the relevant Retailer or Third Party Supplier; or

(ii) the services of an online marketplace will be a matter between you and the online marketplace, subject to any obligation on us to process refunds and cancel future payments in accordance with the Agreement and our agreement with the relevant Retailer and/or provider of the online marketplace.

(c) Amount of your liability- Except as set out in clauses 11.3(e), 11.4 and 11.5(b) below, your liability to us for all claims arising under or related in any way to the Agreement or the use of our Products no matter how arising, and whether in contract, tort (including negligence), or otherwise, will not exceed the total value of any affected Orders, including payments and Late Fees.

(d) How each of our liability may be reduced- To the extent permitted by law, a party’s liability to the other party under or in connection with the Agreement is reduced to the extent, if any, to which the other party’s acts or omissions cause or contribute to its own loss or damage.

(e) Mitigating loss and damage- The parties will take all reasonable steps to mitigate any loss or damage incurred by them under the Agreement.

11.4 Indemnification

(a) Your responsibility to Indemnified Parties - You are responsible to each Indemnified Party for any loss, costs (including reasonable legal fees), expense or damage the Indemnified Party suffers or incurs:

(i) in connection with any claim or demand made by any third party due to or arising out of your breach of the Agreement, or your breach of any law or of the rights of a third party relating to your use of our Products or App; and

(ii) as a direct or indirect consequence of unauthorised users accessing your Afterpay Account as a result of your negligence.

To the extent this clause 11.4(a) gives rights against you to a third party who is not a party to the Agreement, your obligations are capable of being enforced by either Afterpay or that third party.

(b) Reduction of your liability - Your liability under clause 11.4(a) will be reduced proportionately to the extent that Afterpay:

(i) caused or contributed to the relevant claim, demand, loss or damage; or

(ii) failed to take reasonable steps to mitigate the relevant claim, demand, loss or damage.

11.5 Breach relating to misuse of the Products

(a) We must be able to rely on your information, identity and use of our Product- You acknowledge that it is imperative that Afterpay be able to rely on:

(i) the information you provide to us;

(ii) the identity that you use; and

(iii) that your use of your Afterpay Account and our Product be for the intended purpose.

(b) Your breach and detriment to us- You acknowledge that a breach by you of any obligation in the Agreement in relation to the matters in clause 11.5(a), (including without limitation, a breach of clauses 2.5, 3.1 (a) and/or 3.2(d) of these Terms) is material, and would cause significant detriment to Afterpay and/or its Related Parties. You agree that monetary damages will not be sufficient to remedy that detriment, or may otherwise be incapable of being ascertained, and irrevocably consent to Afterpay or any of its Related Parties seeking and obtaining injunctive relief to obtain relevant documents from you and to prevent such breach, or orders of specific performance to compel compliance, in addition to any other remedies available at law or in equity.

(c) Potential breach and your requirement to provide information to us - If Afterpay reasonably considers that you have breached an obligation under the Agreement in relation to your identity, the information you provide to us and / or your use of your Afterpay Account or Products, you agree, on request from Afterpay, to provide Afterpay with copies of all documents, notes or communications in relation to such alleged breach.

11.6 Survival of this clause 11

This clause 11 survives termination of these Terms and the Agreement.

12 Definitions and interpretation

In this Agreement, any reference to a statute includes:

(a) all regulations and other subordinate legislation made under that statute; and

(b) that statute (and all regulations and other subordinate legislation) as amended or replaced from time to time.

$means New Zealand dollars.

Afterpay, we, usor ourmeans Afterpay NZ Limited (c/o TMF Group, L11, 41 Shortland St, Auckland Central, Auckland, 1010, New Zealand), financial service providers registration number FSP570687, NZ company number 6340314.

Afterpay Accountmeans an account that Afterpay creates to uniquely identify you (including by way of your Afterpay Profile) and to enable you to use our Products.

Afterpay Appor Appmeans our application developed specifically by Afterpay and downloadable directly to your mobile device from the App Store or Google Play, to access and manage the Products.

Afterpay Cardmeans the Afterpay card generated in the Afterpay App (linked to the digital wallet on the device on which it is loaded) that is issued to Afterpay and authorised for your use to make your Afterpay purchase in-store or online (where enabled).

Afterpay Profile has the meaning given in clause 3.1(a).

Agreementhas the meaning given in clause 1.1(a).

Amount You Owe means any amount you owe to us in respect of a particular Order or Orders and including Late Fees that have been incurred but not paid.

Automatic Paymentmeans an automatic payment by you on a one-time or regular basis as set out in these Terms for the amounts set out in your Payment Schedule, including Recurring Payments and Late Fees (if applicable).

Available To Spend means either:

(a) the amount of the Spend Limit minus any Amount You Owe; or

(b) if you have a Spend Cap in place at any time, the lesser of the Spend Cap and the Spend Limit at that time, minus any Amount You Owe.

Cardmeans any Visa or MasterCard credit or debit card issued by a New Zealand financial institution, excluding Gift Cards and other pre-paid cards.

Consequential Lossmeans any loss, damage or costs incurred by you that is indirect or consequential, as well as loss of revenue; loss of income; loss of business; loss of profits; loss of production; loss of or damage to goodwill or credit; loss of business reputation, future reputation or publicity; loss of interest; losses arising from claims by third parties; loss of or damage to credit rating; loss of anticipated savings and/or loss or denial of opportunity.

Consumer Rightshas the meaning given in clause 2.3.

Cross Border Transactionmeans an Afterpay Purchase between You and a Retailer in an non-New Zealand jurisdiction permitted by Afterpay.

First Instalment in respect of an Order, means the first instalment payment for that Order. We calculate this as a dollar amount or percentage of the Original Order Value. Where clause 5.1 applies, the First Instalment is the Higher Upfront Payment.

Gift Cardmeans a stored value or prepaid card which, when activated:

(a) can be used to purchase services or merchandise from suppliers;

(b) may not be redeemable for cash;

(c) may be capable of being used on multiple occasions;

(d) is marketed solely as a gift card;

(e) is not a component of another financial product; and

(f) prominently displays or permits the prominent display on the card or mechanism of either:

(i) the expiration date; or

(ii) the number of months following purchase that such card or mechanism expires (along with room to write the purchase date on such card or mechanism).

For the avoidance of doubt, Gift Cards include both open loop and closed loop pre-paid cards.

Hardshipmeans you:

(a) are unable reasonably, because of illness, injury, loss of employment, the end of a relationship, or other reasonable cause, to meet your obligations under the Agreement; and

(b) reasonably expect to be able to discharge your obligations under the Agreement if the terms were changed in a manner to:

(i) extend the term of the Agreement and reducing the amount of each payment due;

(ii) postponing, during a specified period, the dates on which payments are due; or

(iii) extending the term of the Agreement and postponing, during a specified period, the dates on which payments are due.

Hardship Application has the meaning given in clause 9.3(a).

Higher Upfront Paymenthas the meaning given in clause 5.1.

Indemnified Partymeans each of Afterpay, its Related Parties, any third party providing services on behalf of Afterpay and such third party's directors, employees, officers, agents and representatives.

Key Information means the Spend Limit, the amount of future payments, the number of future payments, the total amount of future payments, when the next payment is due, and the frequency of future payments under the Agreement.

Late Fees mean the fees set out in Schedule 1.

No Payment Upfront Feature has the meaning given in clause 5.2.

Ordermeans a request submitted by you to us, to use an Afterpay Product to (subject to these Terms where the First Instalment is payable by you at the time of your Order) pay for goods or services offered by a Retailer (whether on the Retailer’s website or at an in-store location of the Retailer) or for Third Party Goods from a Third Party Supplier (as is relevant).

Original Order Valuemeans the total cost of your Order before any refunds may be applied, which may be displayed to you when you check out (whether by Afterpay, a Retailer or a Third Party Supplier).

Payment Methodmeans any payment method accepted by Afterpay from time to time, including a Card.

Payment Schedule means, in relation to an Order, a list of payment amounts that Afterpay is entitled to receive from you, and the relevant due dates of each payment. When Late Fees become due, they will be added to the Payment Schedule for your information (but please note clause 2.1(b)(vi)). For the avoidance of doubt, the applicable timezone for all due dates provided as part of a Payment Schedule shall be the applicable timezone in Auckland, New Zealand.

Platformsmeans our App, Website and Web Portal, and Platformmeans any of them.

Preferred Payment Day has the meaning given in clause 5.3.

Preferred Payment Methodmeans the Payment Method you have chosen and nominated as the primary payment method in the App or Web Portal for future orders.

Productsmean the payment products and associated services offered by Afterpay from time to time under the Agreement.

Recurring Paymentmeans each arrangement made between you and a Retailer or Afterpay for your Afterpay Account to be used for recurring payments, which may also be described by a Retailer or Afterpay as subscriptions, billing agreements, pre-authorised payments, fixed recurring payments, flexible recurring payments or any reasonably similar term, where we make this feature available.

Related Parties means Afterpay's Related Companies and any directors, officers, employees, agents, representatives or contractors of those Related Companies.

Related Companyhas the meaning given in section 2(3) of the Companies Act 1993, but includes companies incorporated anywhere in the world.

Retailermeans an online or in-store merchant with which Afterpay or a Related Company has a merchant agreement and whose goods or services may be purchased by you using our Products.

Risk Event means:

(a) we need to take an action that we reasonably consider this necessary in order to:

(i) protect the integrity of our systems or the Products;

(ii) prevent fraud;

(iii) limit the risk of money laundering or terrorism financing; or

(iv) otherwise protect us against any legal, regulatory or non-payment or we reasonably consider the Product is no longer suitable for you,

whether at an Afterpay Account level, portfolio level or part of portfolio level;

(b) you do not pass our verifications or checks, including:

(i) any reverification of your identity or associated documents; or

(ii) for the purposes of the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 described in clause 7.1.

(c) we reasonably suspect, or are aware, that you have breached the Agreement in a material respect, including:

(i) failing to make any payment of an Amount You Owe under the Agreement when due by the payment due date;

(ii) providing us with materially false, inaccurate or misleading information;

(iii) using your Afterpay Account or our Products in material breach of the Agreement or other Afterpay terms;

(d) we otherwise reasonably consider your behaviour or use of our Products, any Platform or an Order (or proposed Order) to be materially suspicious.

Selected Payment Methodmeans the Payment Method you have chosen as the payment method in the App or Web Portal for existing orders, which may be the Preferred Payment Method, or another Payment Method you have chosen.

Spend Cap means a maximum amount (being a cap) as described in clause 5.4 on the amount that you can have as an Available To Spend.

Spend Limit means the credit limit that we approve you under the Agreement and does not include any liability for Late Fees, which is set out in your welcome communication (which we sent to you when you open your Afterpay Account) and any subsequent notice relating to an increase or decrease of your Spend Limit.

Terms means this document, including Schedule 1, as amended from time to time.

Third Party Goodsmeans goods or services supplied by a Third Party Supplier that may be purchased through the App or Web Portal using the Products.

Third Party Suppliermeans a third party supplier of goods and services available through the App or Web Portal.

Total Amount You Owe means the total of all Amount You Owe.

Web Portalmeans the web-based application where we make certain features of our Products available to you, via portal.afterpay.com.

Websitemeans www.afterpay.com and any other website operated by Afterpay.

Working Daymeans a day of the week other than:

(a) a Saturday, a Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the Sovereign’s birthday, Te Rā Aro ki a Matariki/Matariki Observance Day, and Labour Day; and

(b) if Waitangi Day or Anzac Day falls on a Saturday or a Sunday, the following Monday; and

(c) a day in the period commencing with 25 December in a year and ending with 2 January in the following year; and

(d) if 1 January falls on a Friday, the following Monday; and

(e) if 1 January falls on a Saturday or a Sunday, the following Monday and Tuesday,

or such other day as defined as a working day in the Credit Contracts and Consumer Finance Act 2003 or amendment to it.

You, your has the meaning given in clause 1.2.

SCHEDULE 1

Late Fee

1. Subject to paragraph 3 below, if you fail to pay any Amounts You Owe when due (set out in the Payment Schedule), Late Fees will apply on each payment that is due but not received. For the avoidance of doubt, Late Fees will not be applied until the day immediately following the day that the payment is due.

2. We may, at our sole discretion, reasonably delay the application of, or waive wholly or partly, any Late Fee. If Late Fees are or may be incurred as a result of Afterpay’s error, please let us know, and we will waive or refund such fees, as relevant.

3. Although Late Fees will be shown in the Payment Schedule for your information when incurred, please note clause 2.1(b)(vi). A Late Fee is not a payment under paragraph 1 above, which means if you do not pay a Late Fee on time, you will not be charged a Late Fee in respect of that failure.

4. Late Fees are capped as set out below:

Original Order Value	Applicable Late Fee:
$40 or below	• One Late Fee of 25% of the Original Order Value when you first fail to make a payment in accordance with your Payment Schedule. • No other Late Fee is payable.
Above $40	• For each Order, the aggregate sum of Late Fees will be capped at the lower of 25% of the Original Order Value or $68. • Up to this maximum cap, for each late payment we may charge: - an initial $10 Late Fee if you fail to make a payment in accordance with your Payment Schedule, plus - a further $7 Late Fee if the late payment remains unpaid 7 days after your payment was due. • To remain within the maximum Late Fee cap, we may charge partial amounts of the initial $10 Late Fee and the subsequent $7 Late Fee, for all late instalments until the 25% cap or $68 amount is reached.

5. Afterpay may change the amount, calculation, application or caps of the Late Fees as set out in this Schedule 1 from time to time, acting reasonably, and will give you details of any such change in accordance with clause 1.4(b) of these Terms.