Account Terms & Conditions

TaxiCharge New Zealand Limited - Accountholder Agreement

BETWEEN: TaxiCharge New Zealand Limited (“TaxiCharge”) a company registered in New Zealand and having its registered office at Level 4, 210 Khyber Pass Rd, Newmarket, Auckland AND the Account Holder (“the Account Holder”)

A. TaxiCharge provides a service to enable regular taxi passengers to charge taxi fees to a consolidated tax invoice which incorporates account management benefits (“the TaxiCharge Service”).

B. The Account Holder wishes to open an account with TaxiCharge in order to use the TaxiCharge Service.

C. TaxiCharge agrees to allow the Account Holder to open an account with TaxiCharge and to use TaxiCharge Authorisation & Charging Facilities on the terms set out in this Agreement.

1. Interpretation

1.1. In this agreement:

”Account” means an account opened by TaxiCharge in the name of the Account Holder, to which Charges are debited and payments made by the Account Holder to TaxiCharge are credited.

“Account Holder” means a natural person, company, firm, partnership, incorporated society, government department or other body corporate who or which has entered into an agreement with TaxiCharge enabling Charges to be made by Authorised Users to an account operated by TaxiCharge in the name of that Account Holder.

“Administration Fee” means the fee charged by TaxiCharge to the Account Holder for the TaxiCharge Service.

“Agreement” means this Agreement, all schedules and attachments referred to in, and appended to this Agreement including the Operating Procedures, and any variation in accordance with the terms of this Agreement.

“Approved Phone” means a cellular phone or similar communication device that the Account Holder has identified to TaxiCharge, and that TaxiCharge has approved as a cellular phone that can be used for operation of the Account Holder’s Account using a text approval service.

“Authorised User” means a person authorised by an Account Holder to incur Charges by way of an Authorisation & Charging Facility and includes:

(a) a Card Holder;

(b) the holder of a TaxiCharge Voucher; and

(c) the user of an Approved Phone.

“Authorisation & Charging Facility” means a facility for the operation of the Account by an Authorised User using TaxiCharge Cards, TaxiCharge Vouchers, Approved Phones, or using another operation method that may be implemented by TaxiCharge and offered to the Account Holder in writing from time to time.

“Billing Period” means each period during the term of this Agreement in respect of which TaxiCharge issues a billing statement to the Account Holder.

“Business Day” means a day (other than a Saturday or Sunday) on which registered banks are customarily open for business in Auckland.

“Card” means a TaxiCharge card issued by TaxiCharge, to be used by the Card Holder to make Charges, which is embossed or printed with the name of the Account Holder and the Card Holder.

“Card Holder” means a person nominated by the Account Holder to use a TaxiCharge card, who has completed and delivered to TaxiCharge an application form prescribed by TaxiCharge, a signed Card Holder Agreement and a specimen signature, and to whom TaxiCharge has issued a Card.

“Card Holder Agreement” means the agreement between the Card Holder and TaxiCharge.

“Charge” means any Taxi Fare charged to the Authorised User by use of an Authorisation & Charging facility.

“Electronic Transaction” means any charge processed through an electronic point of sale terminal.

“Force Majeure” means any event beyond the reasonable control of either party including (but not limited to) any act of God, natural disaster, flood or earthquake, strike, lockout, fire, war, civil commotion, network service or data switch failure or inability to obtain products or supplies including the imposition of any export or import bans.

“GST” means goods and services tax under the Goods and Services Tax Act 1985.

“Guarantor” means any person named as a Proprietor, Partner or Director on the front page of this Agreement. If there is more than one such person, each of them is individually responsible for the obligations of the Account Holder under this Agreement and all of them are jointly responsible for those obligations.

“Merchant” means a taxi operator authorised by TaxiCharge to provide Taxi Services to Authorised Users, and to accept Charges made in consideration of Taxi Services.

“Online Administration” means any online internet activity through the TaxiCharge eTaxi web site conducted by a person authorised by the Account Holder, and includes any kind of electronic activity carried out by that person including the modification, deletion and updating of information on TaxiCharge’s system.

“Operating Procedures” means the procedures for acceptance of Cards, Taxi Vouchers and other documents related to operation of the Account and use of Authorisation & Charging Facilities as notified by TaxiCharge to the Account Holder from time to time.

“Sales Voucher” means a Voucher provided by TaxiCharge to the Merchant for use in recording Charges made by use of an Authorisation & Charging Facility, where the Merchant is unable to offer Eftpos facilities.

“Taxi Fare” means the fare charged by the Merchant for the provision of Taxi Services, including associated transaction processing charges and taxes or levies.

“Taxi Services” means the transport services provided by the Merchant on demand under the Merchant’s taxi licence to an Authorised User.

“TaxiCharge Services” means the credit, account management and administration services provided by TaxiCharge to the Account Holder.

“Transaction Date” means the date on which Taxi Services are actually provided.

“TaxiCharge Voucher” means a printed certificate encoded with the Account Holder’s Account number, which is issued by TaxiCharge to the Account Holder and is within its printed expiry date, and which entitles the Account Holder to incur a Charge to the Account Holder’s Account.

“Terminal Receipt” means a receipt generated by a Merchant’s Eftpos terminal.

2. TaxiCharge Account

2.1. By signing this Agreement, TaxiCharge agrees to open an Account in the name of the Account Holder.

2.2. The Account Holder may authorize Authorised Users to operate the account using one or more Authorisation & Charging Facilities.

2.3. The Account Holder may nominate any person to be a Card Holder or holder of an Approved Phone, but TaxiCharge in its absolute discretion may accept or decline to accept any person as a Card Holder or holder of an Approved Phone. TaxiCharge will accept a person as a Card Holder only if that person signs the Card Holder Agreement.

2.4. TaxiCharge Cards are not transferable. The Account Holder must ensure that only the nominated Card Holder uses a Card.

2.5. The Account Holder will require Authorised Users to follow the Operating Procedures notified from time to time by TaxiCharge, and will indemnify TaxiCharge and the Merchant against any failure by those persons to do so. In particular, the Account Holder will ensure that each Card Holder signs his or her Card immediately upon receipt with his or her usual signature, and uses the Card on, and subject to the terms of this Agreement and the Card Holder Agreement.

2.6. The Account Holder agrees to pay TaxiCharge in full for all Charges incurred by the use of Authorisation & Charging Facilities which have been issued on the instructions of the Account Holder, and to pay TaxiCharge all Administration Fees due on the Account.

2.7. Subject to clause 6.7 below, the Account Holder is liable for all Charges incurred by the use of the TaxiCharge Card or TaxiCharge Voucher, whether or not that use is authorised by the Account Holder.

2.8. The Account Holder will be liable for all Charges made by the use of an Authorisation & Charging Facility, and will be jointly and severally liable with the Card Holder for all charges made by the use of Cards issued to it (subject to clause 6 Loss or Theft). TaxiCharge will not be required to seek compensation from any Authorised User before claiming payment from the Account Holder.

3. Use of Authorisation & Charging Facilities

3.1. The Account Holder will ensure that Authorised Users make charges to the Account using an Authorisation & Charging Facility only in accordance with Operating Procedures notified by TaxiCharge to the Authorised User from time to time. Where TaxiCharge forwards Operating Procedures to the Account Holder for the purpose of forwarding those procedures to Authorised Users, the Account Holder is responsible for passing on those instructions to all Authorised Users.

3.2. Before exiting the taxi, the Authorised User must ensure that the Sales Vouchers, Terminal Receipts, TaxiCharge Vouchers or other TaxiCharge document related to an Authorisation & Charging Facility created for those Taxi Services contains the following details:

(a) the time and date of journey;

(b) start and finish points of the journey;

(c) the Taxi Fare; and

(d) the signature of the Authorised User.

3.3. In spite of clause 3.2, whether or not the Authorised User has signed the Sales Voucher, Terminal Receipt, TaxiCharge Voucher or other TaxiCharge document related to an Authorisation & Charging Facility, the Account Holder will be responsible for payment of the Charges in full.

3.4. For the avoidance of doubt, the Account Holder may not dispute with TaxiCharge the price shown on a Sales Voucher, Terminal Receipt, TaxiCharge Voucher or other TaxiCharge document related to an Authorisation & Charging Facility or dispute the authority of the Authorised User to make a Charge. It is entirely the Account Holder’s responsibility to control the security of Cards, Vouchers and other items related to use of an Authorisation & Charging Facility.

3.5. The Account Holder will inform Authorised Users that when using an Approved Phone for the purposes of an Authorisation & Charging Facility, the Authorised User is responsible for his or her usual costs of sending text messages through the cell phone network.

4. Fees and Payment

4.1. The Account Holder agrees to pay to TaxiCharge an Administration Fee in respect of each Charge made by an Authorised User. The amount of the Administration Fee for a transaction may vary depending on the Authorisation & Charging Facility used.

4.2. TaxiCharge may alter the Administration Fee by giving the Account Holder notice of changes as set out in clause 13.

4.3. TaxiCharge will issue a statement to the Account Holder at the end of each Billing Period showing:

(a) all Charges notified to TaxiCharge by Merchants during the Billing Period; and

(b) all Administration Fees in respect of all Charges made during the Billing Period, showing separate amounts for each Authorisation & Charging Facility used during the Billing Period.

4.4. The statement is TaxiCharge’s tax invoice for Charges. The Account Holder is entirely responsible for ensuring that the Authorised Users obtain a tax invoice from each Merchant for the Taxi Fare. Any GST shown on the statement as relating to Taxi Fares is provided for the Account Holder’s Account management purposes only.

4.5. The Account Holder shall pay to TaxiCharge the amount outstanding on the statement within 14 Business Days after the end of that Billing Period, by direct debit from the bank account nominated by the Account Holder in Schedule 1 of this Agreement. The Account Holder agrees to keep the nominated bank account in funds for the purpose of payments to TaxiCharge.

4.6. Where the amount outstanding on the Account is not paid in full by due date, TaxiCharge may choose the method of application of payments to the Account, and TaxiCharge may charge interest on those moneys from the due date until actual payment, daily (calculated by dividing the annual interest rate by 365) on the unpaid overdue balance at the rate of 3% per annum above the current overdraft rate charged by TaxiCharge’s bankers, and TaxiCharge may charge costs (including collection costs and legal costs on a solicitor-client basis) and suspend services until the account is paid.

4.7. The Account Holder must promptly notify TaxiCharge in writing of any dispute between TaxiCharge and the Account Holder, and must pay the amount due in full pending resolution of the dispute. If the dispute is resolved or settled in the Account Holder’s favour, TaxiCharge will promptly credit the Account if necessary.

4.8. If for any reason (including failure by a Merchant to forward a valid or legible Sales Voucher or TaxiCharge Voucher to TaxiCharge) TaxiCharge fails or declines to make payment to a Merchant and that Merchant demands payment directly from the Account Holder, TaxiCharge may accept a request from the Account Holder to pay the Merchant, subject to the Account Holder providing funds to TaxiCharge for the payment, but shall not be obliged to do so.

5. Payments

5.1. The Account Holder shall pay to TaxiCharge the full amount owing in respect of each Billing Period within 14 Business Days after the end of that Billing Period, according to the statement issued by TaxiCharge.

5.2. The obligation of the Account Holder to make these payments shall be absolute and unconditional, and shall apply notwithstanding:

(a) that the Account Holder may dispute the authority of an Authorised User to incur a Charge, or the authority of any person to use an Authorisation & Charging Facility to incur a charge on the Account Holder’s Account;

(b) that a TaxiCharge Card or TaxiCharge Voucher or other item related to an Authorisation & Charging Facility may have been issued by or to a person not authorised to issue or use that Card, Voucher or item (such as a cellular phone), including (subject to clause 6.7) a person who came into possession of a Card, Voucher or item by unlawful means, including where that Card, Voucher or other TaxiCharge document related to an Authorisation & Charging Facility has been lost or stolen, or that the signature on a Sales Voucher or TaxiCharge Voucher or other TaxiCharge document related to an Authorisation & Charging Facility may not match that of an Authorised User;

(c) the existence of any dispute between a Merchant and the Account Holder or any Authorised User; or

(d) in respect of Charges, any other reason whatsoever.

6. Loss or Theft

6.1. Subject to clause 6.7, the Account Holder is responsible for the security and use of all Authorisation & Charging Facilities approved by TaxiCharge for its use, and for all Charges arising from those Authorisation & Charging Facilities, whether or not those Charges are incurred by an Authorised User.

6.2. The Account Holder is responsible for ensuring that all Approved Phones relating to that Account Holder’s account have adequate security systems in place to protect against hacking and other attacks on the Approved Phone, and is liable for the consequences of its failure to ensure that adequate security measures are in place.

6.3. The Account Holder must make all reasonable efforts to recover or assist TaxiCharge in recovery of any lost, stolen or missing Card or TaxiCharge Voucher, and must ensure that Card Holders and any holder of a TaxiCharge Voucher assist TaxiCharge.

6.4. If any Card or Approved Phone is lost or stolen, or ceases to be in the possession and control of the Account Holder or the Authorised User who holds the Card or Approved Phone, the Authorised User and the Account Holder must immediately notify TaxiCharge by telephone, and must each confirm the notification in writing within one Business Day as set out in clause 6.6 below. For all Approved Phones, the Account Holder must ensure that if the phone is lost or stolen, the person who was the holder of an Approved Phone before its loss or theft will cancel the phone’s connection to the cell phone network without delay.

6.5. If any TaxiCharge Voucher is lost or stolen or otherwise ceases to be in the possession and control of the Account Holder or a Voucher Holder authorised by the Account Holder, the Account Holder must immediately notify TaxiCharge by telephone, and must confirm the notification in writing within one Business Day as set out in clause 6.6 below.

6.6. The Account Holder must notify TaxiCharge of:

(a) all details of the relevant Card, Approved Phone or TaxiCharge Voucher; and

(b) the circumstances of the loss or theft.

6.7. The Account Holder’s liability for Charges incurred and notified to TaxiCharge following receipt by TaxiCharge of the Account Holder’s notice in writing as set out in clauses 6.4, 6.5 and 6.6 will be limited to $1,500 in respect of each notified TaxiCharge Card, TaxiCharge Voucher booklet or Approved Phone.

7. Property in Cards and Vouchers

7.1. All Cards or TaxiCharge Vouchers remain the property of TaxiCharge at all times.

7.2. The Account Holder must ensure that no Card or TaxiCharge Voucher is copied or reproduced.

7.3. Either TaxiCharge or the Account Holder may terminate the right of any individual Card Holder or holder of an Approved Phone to use a TaxiCharge Card or Approved Phone at any time, by notice in writing to the other. When this happens in relation to a Card, the Account Holder agrees to uplift the Card from the Card Holder, cut it in two and return both portions to TaxiCharge.

7.4. TaxiCharge may require the Account Holder to return to it immediately any or all unused TaxiCharge Vouchers.

7.5. TaxiCharge may require a Merchant to retain any Card or TaxiCharge Voucher. If this happens, that Card Holder or the holder of that TaxiCharge Voucher must give up that Card or TaxiCharge Voucher to the Merchant.

8. Account Holder and Guarantor Warranty

8.1. The Account Holder and each Guarantor (if any), each warrant to TaxiCharge that all of the information contained in any application for TaxiCharge Services before entering into this Agreement is true and correct, and undertake to inform TaxiCharge promptly in writing of any change to this information.

8.2. Any signature by an Authorised User on a Sales Voucher, TaxiCharge Voucher or other Authorisation & Charging Facility document is a warranty by the Account Holder that statements, amounts and other information contained in that document are true and correct.

9. Merchants

9.1. The contract under which Merchants supply Taxi Services to Authorised Users is an independent contract with the Account Holder, and the Merchant is not an employee or agent of TaxiCharge.

9.2. TaxiCharge does not supply Taxi Services and is not liable for any reason whatsoever for any act or omission of the Merchant or any failure, delay or refusal by the Merchant to:

(a) supply Taxi Services;

(b) accept Charges instead of immediate payment for Taxi Services;

(c) accept the normal Taxi Fare for Taxi Services; or

(d) return any document related to an Authorisation & Charging Facility to TaxiCharge in a timely manner.

10. Online Administration

10.1. If TaxiCharge offers the Account Holder a facility to conduct Online Administration, the Account Holder will appoint a person to carry out those transactions, including ordering Cards and TaxiCharge Vouchers, and to control access to the Account Holder’s records (“Card Master”).

10.2. TaxiCharge will issue the Card Master with a password and user ID number. The use of that password and ID number is deemed to be authority by the Account Holder for TaxiCharge to act upon the Card Master’s instructions in relation to its Account including:

(a) including or withdrawing any Card from the Account;

(b) issuing new Cards to Card Holders;

(c) authorising Approved Phones; and

(d) adding, modifying, deleting or updating any information relating to the Account.

10.3. The Account Holder is responsible for ensuring that the Card Master keeps his or her password and user ID secure. TaxiCharge will not be responsible for any loss whatsoever suffered by the Account Holder, the Card Master, any Card Holder, Approved Phone user or the holder of a TaxiCharge Voucher due to the disclosure (whether authorised by the Account Holder or not), loss, wrongful use or misuse of a password or user ID by any person.

11. Limitation of Liability

11.1. If the Account Holder acquires or holds itself out as acquiring TaxiCharge’s services for the purposes of a business:

(a) the provisions of the Consumer Guarantees Act 1993 and any other terms implied by law are excluded by this Agreement;

(b) TaxiCharge’s liability to the Account Holder, or any Authorised User for any reason whatsoever shall be limited to a refund of the Administration Fee for the month in which the act or omission giving rise to the liability arose; and

(c) TaxiCharge will not be liable to the Account Holder for any indirect or consequential loss or damage of any kind whatsoever, and will require the Account Holder to indemnify it against all claims by Authorised Users.

11.2. TaxiCharge will not be liable for any losses of any kind or any delay in supplying services which are caused in whole or in part by force majeure or any other cause beyond its reasonable control, including disruption to any telephone, mobile phone or other communications network for any reason.

12. Term and Termination

12.1. This Agreement commences on the date it is signed by both parties, and can be terminated immediately on written notice by one party giving notice of termination to the other.

12.2. Immediately following termination of this Agreement, the Account Holder undertakes to return all TaxiCharge Cards, TaxiCharge Vouchers or other items or documents of TaxiCharge related to an Authorisation & Charging Facility, cut in two, to TaxiCharge, and to pay any sum owing to TaxiCharge under this Agreement on demand.

12.3. The Account Holder shall remain liable for all payments in respect of Charges and Administration Fees made by the use of any Authorisation & Charging Facility until all items and documents referred to in clause 12.2 are returned to TaxiCharge.

13. Changes to this Agreement

13.1. TaxiCharge may amend this Agreement by notifying the Account Holder and each Guarantor (if any) of any change at least 10 Business Days before the change takes effect. Any change is binding from the date notified by TaxiCharge. By using or permitting the use of any Authorisation & Charging Facility after the change has come into effect, the Account Holder and each Guarantor (if any) agree to be bound by the changes.

13.2. TaxiCharge may amend the Operating Procedures at any time by notice.

14. Notices

14.1. All notices under this Agreement must be in writing. Notices may be delivered by hand or by post, or transmitted in electronic form including facsimile and electronic mail, to the address set out in schedule 1 of this Agreement, or any other address notified in writing by one party to the other.

14.2. The Account Holder and each Guarantor (if any) agree that TaxiCharge may give notices to the Account Holder and each Guarantor (if any) by sending an electronic communication which allows the notice to be accessed from the TaxiCharge website.

14.3. If notice is given by post, it is deemed to have been received on the fourth Business Day after the day on which that notice is posted. Notices given by electronic means are deemed to have been received on the day in which they are sent by TaxiCharge, with the exception of disclosure documents in respect of a consumer credit contract (as defined in the Credit Contracts and Consumer Finance Act 2003) in which case notices
are deemed to have been received on the second Business Day after the day on which they are sent.

15. Assignment

15.1. The Account Holder and each Guarantor (if any) may assign this Agreement only with the prior written consent of TaxiCharge, which TaxiCharge may refuse, or grant on any conditions it may think fit.

15.2. Any change in the effective management or control of the Account Holder shall be deemed to be an assignment.

15.3. TaxiCharge may assign this Agreement to any person who TaxiCharge reasonably believes can perform all of its obligations under this Agreement.

16. Personal Information

16.1. TaxiCharge will collect, use, hold and disclose any personal information that the Account Holder and each Guarantor (if any) supply to it for credit, administration, service and marketing purposes and may disclose personal information to anyone that it considers assigning or transferring this Agreement to. In accordance with the Privacy Act 1993, individuals have the right of access to, and to ask for correction of,
their personal information by contacting TaxiCharge.

16.2. The Account Holder and each Guarantor (if any) authorise any person or company to provide TaxiCharge with any information required in response to its application for credit and/or other enquiries, and authorise TaxiCharge to search the Personal Property Securities Register for any information about it (or, in the case of a company) its parent or associated companies. If TaxiCharge uses the services of a credit reporting agency, the credit reporting agency may retain information about the Account Holder and each Guarantor (if any) (including default information) provided to it by Taxi Charge and use it to provide their credit reporting services.

16.3. The Account Holder and each Guarantor confirms that, if they provide any personal information about another person to TaxiCharge, that person consents to and authorises TaxiCharge’s collection and use of their personal information in accordance with clauses 16.1 and 16.2 and that the Account Holder and/or each Guarantor (as applicable) has advised such persons of their rights to access and request correction of
their personal information in accordance with clause 16.1.

17. General

17.1. If TaxiCharge fails to enforce any terms or to exercise its rights under this Agreement at any time, it has not waived those rights.

17.2. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by this Agreement.

17.3. In this Agreement a reference to any statute is to that statute as amended, supplemented or varied from time to time and includes any reenactment or substitution of that statute.

18. Guarantee

18.1. Each Guarantor acknowledges that he or she requested that TaxiCharge enter into this Agreement.

18.2. Each Guarantor guarantees to TaxiCharge, as a principal obligation, payment of all money payable under this Agreement by the Account Holder and the performance of all obligations of the Account Holder under this Agreement. This guarantee may be enforced by TaxiCharge whenever the Account Holder is in default under this Agreement.

18.3. Each Guarantor’s liability as guarantor shall not be affected by the granting of time or any other concession to the Account Holder.

18.4. This guarantee is also an indemnity and in the event of legal disability on the part of the Account Holder, each Guarantor will indemnify TaxiCharge for any loss it suffers as a result. This means each Guarantor is personally liable for repayment of all money payable under this Agreement even if, for some technical reason, the Account Holder does not have to pay those amounts.

18.5. No Guarantor may seek any payment in any bankruptcy or liquidation of the Account Holder unless all money owing under this Agreement has been paid to TaxiCharge.

18.6. Each Guarantor acknowledges:

(a) that he or she has had the full consequences of being a guarantor explained to them by an independent professional adviser or, having had ample opportunity to do so, he or she has chosen not to take such independent advice; and

(b) that he or she has received a full copy of this Agreement.