Partner Agreement

"Customer" means a person who buys a Voucher through GiftPop.

"Direct Sale" and "Marketplace Sale" have the meanings in Schedule 1.

"Fees" means the amounts payable to GiftPop under Schedule 1.

"Founding Rate" means the discounted Direct Sale fee in Schedule 1 that applies for 18 months from your Signup Date.

"Payment Processor" means Stripe or any other payment service provider GiftPop uses.

"Recipient" means the person a Customer nominates to receive a Voucher.

"Signup Date" means the date you accept this Agreement.

"Voucher" means a voucher, code, pass or confirmation issued through GiftPop that entitles the holder to redeem your goods, services or experiences.

"Sale Proceeds" means the total price a Customer pays for your Voucher and any add-on items or services sold with it.

2.1 Agent. You appoint GiftPop as your agent to market and sell Vouchers for your goods, services and experiences, and to arrange collection of payment for them through the Payment Processor. GiftPop accepts that appointment.

2.2 Your contract with the Customer. When a Customer buys a Voucher, the contract for the goods, services or experiences is between you and the Customer. GiftPop is not a party to that contract and does not supply what the Voucher is for.

2.3 Payment discharges the Customer. A Customer's payment for a Voucher through the GiftPop checkout discharges the Customer's payment obligation to you.

2.4 Taxable supply information. You authorise GiftPop to issue taxable supply information (tax invoices and receipts) to Customers on your behalf for Voucher sales, under section 60 of the Goods and Services Tax Act 1985.

2.5 Add-on items. You may offer add-on items and services with your Vouchers, such as greeting cards, chocolates, gift boxes, gift delivery, personalisation or branding. These are sold by you to the Customer as part of your sale, at prices GiftPop sets and may change at any time for future orders. GiftPop supplies each add-on item to you at the wholesale price GiftPop publishes in your dashboard (inclusive of GST) and packs and delivers it to the Recipient on your behalf. GiftPop warrants that add-on items will be of acceptable quality and as described, and will deliver them with reasonable care and skill. If a Customer has a valid claim under the Consumer Guarantees Act 1993 about an add-on item, GiftPop will replace or refund it at its own cost and will reimburse you for any amount you are required to refund. Where you are not registered for GST, the wholesale price is reduced so that you are not out of pocket for GST you cannot claim. Add-on services (such as delivery, personalisation or branding) are supplied to you by GiftPop at the price charged to the Customer and are deducted in the same way, so you neither gain nor lose on them. GiftPop may withdraw or change an add-on item or delivery option at any time; orders already placed will be fulfilled as sold or, if that is not possible, GiftPop will refund the add-on to the Customer at its own cost.

2.6 Not a guarantor. GiftPop does not guarantee any level of sales, and does not guarantee the performance of any Customer.

GiftPop will:

(a) make your business and Vouchers available for purchase through such GiftPop sales channels as GiftPop selects from time to time (which may include your referral link and QR code, the GiftPop public marketplace, and the GiftPop corporate portal). GiftPop decides which channels your Vouchers appear in and may add, change or withdraw channels at any time on notice to you;

(b) issue Vouchers to Customers and Recipients in accordance with each order, including the expiry date required by law;

(c) process Customer payments through the Payment Processor into your Payment Processor account;

(d) deduct only the amounts permitted under clause 6 from your Sale Proceeds;

(e) provide you with a dashboard to manage your listings, see your sales, and redeem Vouchers;

(f) provide you with a referral link and QR code for Direct Sales;

(g) handle Customer personal information in accordance with the Privacy Act 2020; and

(h) use reasonable care and skill in providing the GiftPop platform.

GiftPop may change, add or withdraw platform features from time to time.

4.1 Honour Vouchers. You will honour every valid Voucher presented to you, at its face value and on the terms shown on it, without additional charges or conditions that were not shown to the Customer at purchase.

4.2 Three-year validity. Vouchers will be valid for at least three years from the date of purchase, as the Fair Trading Act 1986 requires for gift cards. You authorise GiftPop to set that expiry on every Voucher. You will honour a Voucher until its stated expiry even if this Agreement ends.

4.3 Redemption. You will redeem Vouchers using the GiftPop redemption tool and mark each Voucher redeemed at the time of redemption. A Voucher marked redeemed is treated as fulfilled for the purposes of clause 7. You are responsible for all use of the redemption tool and your dashboard by your staff and anyone else you give access to.

4.4 Accurate listings. You are responsible for the accuracy of your listing, prices, Voucher descriptions, inclusions, exclusions and redemption conditions. Prices must include GST where applicable. You will keep this information up to date. GiftPop may correct or remove any listing content or Voucher term that conflicts with this Agreement or with consumer law, and will tell you when it does.

4.5 Consumer law. You will comply with the Consumer Guarantees Act 1993, the Fair Trading Act 1986 and all other laws that apply to what you supply. You are responsible for handling refunds, complaints and remedies relating to your goods, services or experiences.

4.6 Licences and insurance. You hold all licences, permits and certifications needed to lawfully supply what you offer, and you hold public liability insurance appropriate to your business. GiftPop may ask for evidence of insurance for experience-based activities.

4.7 Your details. You will keep your business details, bank account, contact details and GST registration status current in your dashboard.

4.8 Discontinued goods or experiences. If you stop offering what a Voucher was sold for, you will offer the holder a substitute of equivalent or greater value, or allow the Voucher's face value to be applied to anything else you sell, or refund the Customer. You will tell GiftPop so that Vouchers for discontinued items are withdrawn from sale.

4.9 Temporary closure. If you close temporarily (for example for renovation, a seasonal break or an emergency) you will tell GiftPop and will honour Vouchers on reopening. Where a closure is expected to exceed 90 days, GiftPop may pause sales of your Vouchers until you reopen.

4.10 Locations. Unless a specific location is named on the Voucher at purchase, Vouchers may be redeemed at any location you operate under the business listed on GiftPop.

4.11 Redemption when the tool is unavailable. If the GiftPop redemption tool is unavailable when a Voucher is presented, you may honour the Voucher on sight of its code and must record the redemption in the tool within 48 hours.

4.12 Changes and checks. You will tell GiftPop within 5 business days of any change in your directors, shareholding or control, bank account, trading address, or trading status. GiftPop may verify your details against public registers (including the Companies Office and NZBN registers) and may contact you to confirm any change before acting on it.

5.1 Fee schedule. You will pay GiftPop the Fees set out in Schedule 1. The Fees that apply to you are shown at registration and in your dashboard.

5.2 Founding Rate. If you register while the Founding Rate is offered, the Founding Rate applies to your Direct Sales for 18 months from your Signup Date. On the day after that period ends, the standard Direct Sale fee in Schedule 1 applies. The end date is shown in your dashboard and GiftPop will remind you at least 30 days before it.

5.3 Direct and Marketplace Sales. Whether a sale is a Direct Sale or a Marketplace Sale is determined by the attribution rules in Schedule 1. The classification of each sale is shown in your dashboard.

5.4 Payment processing fees. Payment Processor fees on sales made through GiftPop are covered by GiftPop. The Payment Processor charges them to your account, and GiftPop reduces its deduction under clause 5.6 by the same amount, so the net effect on you is nil. GiftPop reconciles any difference between estimated and actual Payment Processor fees monthly.

5.5 GST on Fees. GiftPop's Fees are stated exclusive of GST. GST is added where applicable and GiftPop will issue taxable supply information to you for its Fees.

5.6 Fees are deducted. Fees and add-on charges under clause 2.5, less the Payment Processor fees GiftPop covers under clause 5.4, are deducted from the sale proceeds before payout. Your dashboard shows the gross sale, each deduction, the Payment Processor fee credit and the net amount paid to you.

6.1 Payment Processor account. You will complete the Payment Processor's onboarding and identity verification, and accept its terms. Payments for your Vouchers are processed through your own Payment Processor account and you are the merchant of record for them. GiftPop's Fees, and the wholesale price of any add-on items supplied under clause 2.5, are deducted from each payment at the time of sale. The balance is paid out to you by the Payment Processor on its standard schedule.

6.2 Paid at sale. Sale Proceeds, less Fees and add-on charges under clause 2.5, are yours from the moment a sale is made. They are held in your Payment Processor account and paid out to your bank account on the Payment Processor's standard schedule. GiftPop does not hold your money.

6.3 Pausing sales. GiftPop may pause new sales of your Vouchers where:

(a) a Customer dispute or payment reversal relating to your Vouchers is open;

(b) GiftPop has received notice, or has reasonable grounds to believe, that you have ceased or will cease trading, or are insolvent;

(c) GiftPop reasonably suspects fraud or a breach of this Agreement; or

(d) the Payment Processor requires it.

GiftPop will tell you the reason and resume sales once the matter is resolved.

6.4 Sales limits. GiftPop may set a limit on the total value of your unredeemed Vouchers and pause new sales of your Vouchers while that limit is reached. Limits are applied on a consistent basis across Partners. GiftPop will tell you if a limit applies to you.

6.5 Deduction errors. If GiftPop deducts more than it is entitled to from a sale, it will refund the difference to your Payment Processor account within 5 business days of becoming aware. If GiftPop deducts less than it is entitled to, you will pay the shortfall on request, or GiftPop may deduct it from a later sale.

7.1 Refunds are yours. Refunds to Customers for your goods, services or experiences are your responsibility and are made under your policies and the Consumer Guarantees Act 1993. Where you ask GiftPop to process a refund on your behalf, the refund is paid from your Payment Processor account.

7.2 Fees on refunds. Where a Voucher is refunded within 7 days of sale and has not been redeemed, GiftPop will return its Fee for that sale. In all other cases GiftPop's Fee for the original sale is retained, and any Payment Processor fee that the Payment Processor does not return is borne by GiftPop.

7.3 Reversed payments. If a Customer's bank or card issuer reverses a payment for one of your Vouchers (a chargeback or dispute), you are responsible for the reversed amount and any dispute fee charged by the Payment Processor. The Payment Processor deducts those amounts from your account. Where a reversed payment is caused by GiftPop's failure to supply or deliver an add-on item as warranted under clause 2.5, GiftPop will credit you the wholesale price of that item. GiftPop does not credit the add-on price where the reversal arises from the Voucher or from your goods, services or experiences.

7.4 Contesting disputes. GiftPop will contest a dispute on your behalf where it reasonably believes the dispute can be defended. You will provide the information GiftPop requests (such as redemption records, booking confirmations or correspondence) within 5 business days of the request.

7.5 Records. You will keep records of Voucher redemptions and fulfilment for at least 7 years, and will provide them to GiftPop on reasonable notice to investigate a Customer complaint, dispute or regulatory enquiry.

8.1 Your GST status. You will tell GiftPop at registration whether you are registered for GST and provide your GST number if so. You will tell GiftPop promptly if your registration status changes. Your GST status determines whether your Voucher prices include GST.

8.2 Customer invoicing. GiftPop issues taxable supply information to Customers for Voucher sales as your agent (clause 2.4). You will not issue separate taxable supply information for the same sales.

8.3 GiftPop's invoices to you. GiftPop issues taxable supply information to you for its Fees and for add-on items supplied under clause 2.5. Your dashboard provides a monthly statement of sales, Fees and deductions.

8.4 Your tax obligations. You are responsible for accounting for GST and income tax on your Voucher sales. For GST purposes, the supply under a face-value Voucher is generally treated as made when the Voucher is redeemed, not when it is sold; GST on add-on items you sell, and on GiftPop's Fees, applies when the sale is made. GiftPop does not provide tax advice.

9.1 Value stays with you. Because you are paid at sale, the value of any Voucher that is never redeemed or that expires remains with you. GiftPop makes no claim on it.

9.2 Partial redemptions. Where a Voucher is redeemed for less than its face value, you decide how any remaining balance is treated, consistent with the terms shown on the Voucher and with consumer law.

9.3 Lost or stolen Vouchers. You may, but are not required to, reissue a Voucher that a Customer or Recipient reports lost or stolen. GiftPop will assist with verification where its records allow.

10.1 Notice of closure. You will give GiftPop at least 30 days' written notice before you cease trading, close any location where Vouchers are redeemed, or enter liquidation or voluntary administration. If closure is sudden or involuntary, you will notify GiftPop as soon as practicable.

10.2 Outstanding Vouchers. You remain responsible for honouring all unredeemed Vouchers until their expiry, before and after closure. GiftPop may stop selling your Vouchers on receiving notice under clause 10.1, and may pause sales under clause 6.3.

10.3 Sale or transfer of your business. If you sell or transfer your business, or control of it changes, you will:

(a) give GiftPop at least 30 days' written notice;

(b) ensure the buyer or successor agrees in writing to honour all unredeemed Vouchers on their existing terms; and

(c) remain responsible for those Vouchers until GiftPop confirms in writing that the successor has accepted this Agreement or a replacement agreement.

10.4 No GiftPop liability. GiftPop is not liable to you or to any Customer for Vouchers that cannot be redeemed because you have closed, become insolvent, or transferred your business.

10.5 If GiftPop stops operating. If GiftPop ceases to operate the platform, GiftPop will give you a record of all your unredeemed Vouchers, and will tell Customers how to redeem them with you. Your obligation to honour those Vouchers until their expiry is unaffected, since you have already been paid for them.

11.1 Purpose limitation. GiftPop discloses Customer and Recipient personal information to you only so you can fulfil orders and redeem Vouchers. You will use it for no other purpose.

11.2 No marketing or sharing. You will not add Customers or Recipients to mailing lists, use their details for marketing, or share or sell their information, unless the individual has separately and clearly consented to you doing so.

11.3 Privacy Act. Each party will comply with the Privacy Act 2020 in relation to personal information it holds. You will tell GiftPop promptly of any privacy breach involving information received through GiftPop.

11.4 Confidentiality. Each party will keep the other's confidential information (including Fees, sales data and commercial terms) confidential, except as required by law or to professional advisers.

12.1 Licence. You grant GiftPop a non-exclusive, royalty-free licence to use your business name, logo, images and descriptions to list, market and sell your Vouchers, to display them on Vouchers already issued, and to present them on gift items and packaging that accompany your Vouchers. The licence continues after this Agreement ends for Vouchers issued before it ended, until those Vouchers expire.

12.2 Your warranty. You own or have the right to use everything you upload, and it does not infringe anyone else's rights. You are responsible for claims arising from content you provide.

12.3 GiftPop's platform. GiftPop owns the GiftPop platform, brand and all related intellectual property. You may use the GiftPop name and marks only to promote your presence on GiftPop, in the form GiftPop provides.

13.1 Your indemnity. You will reimburse GiftPop for reasonable losses, costs and expenses (including reasonable legal costs) GiftPop incurs to the extent caused by:

(a) your failure to honour a Voucher or to supply what it is for;

(b) your breach of consumer law or of this Agreement;

(c) injury, loss or damage suffered by a Customer, Recipient or other person in the course of receiving your goods, services or experiences; or

(d) a claim that content you provided infringes another person's rights.

13.2 GiftPop's liability. GiftPop's total liability to you under or in connection with this Agreement, in any 12-month period, is limited to the Fees GiftPop retained from you in that period. This limit does not apply to amounts GiftPop must credit or refund to you under clauses 2.5, 6.5 or 7.

13.3 Excluded loss. Neither party is liable to the other for loss of profit, revenue, goodwill or opportunity, or for indirect or consequential loss, except that this does not limit your obligations under clause 13.1 or clause 7.

13.4 Platform availability. GiftPop will use reasonable efforts to keep the platform available, but does not guarantee uninterrupted or error-free operation.

13.5 Business contract. You enter this Agreement in trade. The parties agree that the Consumer Guarantees Act 1993 does not apply to the services GiftPop supplies to you under this Agreement, and that this exclusion is fair and reasonable.

14.1 Term. This Agreement starts on your Signup Date and continues until ended under this clause.

14.2 Ending by notice. Either party may end this Agreement by giving the other 30 days' written notice.

14.3 Suspension by GiftPop. GiftPop may suspend your listings or pause sales of your Vouchers, immediately and on notice to you, where:

(a) you are in breach of this Agreement and have not remedied it within 7 days of being asked;

(b) reversed payments exceed 1% of your transactions over any trailing 90-day period, or you have 3 or more unresolved Customer complaints within any 30-day period;

(c) you fail to honour a valid Voucher;

(d) GiftPop reasonably suspects fraud or unlawful conduct; or

(e) GiftPop has notice or reasonable grounds to believe you have ceased or will cease trading, or are insolvent.

14.4 Ending for cause. GiftPop may end this Agreement immediately where a suspension ground in clause 14.3 is not resolved within 14 days, or where the ground is clause 14.3(d) or (e).

14.5 On ending. When this Agreement ends:

(a) GiftPop will stop selling your Vouchers and remove your listing;

(b) you will continue to honour all Vouchers already issued until their expiry (clause 4.2), and GiftPop will keep your redemption access open for that purpose;

(c) amounts in your Payment Processor account remain yours and are paid out on the Payment Processor's schedule; reversed payments on sales made before ending continue to be handled under clause 7;

(d) GiftPop will continue to provide Customers with Voucher validity and balance information, and will refer redemption and service questions to you;

(e) you will stop using the GiftPop name and marks, other than to tell Customers that GiftPop Vouchers remain redeemable with you; and

(f) each party will keep the records clause 7.5 and the Privacy Act require, and otherwise delete or return the other's confidential information on request.

14.6 Survival. The following continue after this Agreement ends: clauses 4.1, 4.2 and 4.8 to 4.11 (honouring Vouchers until expiry), 7 (refunds and reversed payments), 9 (unredeemed Vouchers), 10 (closure and sale), 11 (data and confidentiality), 12.1 (licence for issued Vouchers), 13 (liability), 16 (general), and any other clause that by its nature should continue.

15.1 Notice. GiftPop may change this Agreement or Schedule 1 by giving you at least 30 days' notice by email and in your dashboard.

15.2 Your choice. If you do not accept a change, you may end this Agreement under clause 14.2 before the change takes effect, and the change will not apply to you.

15.3 Not retrospective. Changes apply only to sales made after the change takes effect.

15.4 Founding Rate protected. No change to Schedule 1 will shorten your Founding Rate period or increase the Founding Rate during that period.

15.5 Minor changes. Changes that are required by law, or that correct an error or add a feature without increasing your Fees or obligations, may take effect on notice.

16.1 Independent parties. You are an independent business. Nothing in this Agreement creates a partnership, joint venture or employment relationship. GiftPop's authority as your agent is limited to clause 2.

16.2 Assignment. You may not assign or transfer this Agreement without GiftPop's written consent, which will not be unreasonably withheld for a sale of your business under clause 10.3. GiftPop may assign this Agreement to a successor to its business on 30 days' notice to you, provided the successor assumes GiftPop's obligations to you.

16.3 Notices. Notices must be in writing. GiftPop will send notices to the email address in your dashboard; you will send notices to [email protected].

16.4 Entire agreement. This Agreement, including Schedule 1 and the details recorded at registration, is the entire agreement between us about its subject matter.

16.5 Severance. If any part of this Agreement is found to be unenforceable, the rest continues to apply.

16.6 Governing law. This Agreement is governed by New Zealand law. Both parties submit to the exclusive jurisdiction of the courts and tribunals of New Zealand.

Fees (all exclusive of GST; Payment Processor fees are separate)

GiftPop assigns your tier at registration based on the business type you select, and may correct it where the type does not match what you sell. Your tier and rates are shown in your dashboard.

Attribution rules

A sale is a Direct Sale when the Customer reached your listing through your own referral link, QR code or embedded widget, and purchased one of your Vouchers in that same session.

Every other sale is a Marketplace Sale, including sales that originate from GiftPop search, browse, category pages, promotions, email campaigns, and corporate or bulk orders arranged by GiftPop.

The classification of each sale is recorded at the time of sale and shown against the order in your dashboard. GiftPop's record is final unless you show it to be wrong within 30 days of the sale.

Founding Rate

The Founding Rate applies to Partners who register while it is offered. It applies to Direct Sales only, for 18 months from the Signup Date, after which the standard Direct Sale fee applies. GiftPop may withdraw the Founding Rate for new registrations at any time without affecting Partners already on it.

During registration GiftPop shows the Partner the three information screens below, then asks for the three confirmations. Operational matters in the Agreement that are not shown at registration (such as notice of closure under clause 10.1) are surfaced in the welcome email and the Partner dashboard. GiftPop records the Partner's business name, the representative's name, the date and time, the Agreement version, the exact text of each screen and confirmation as displayed, the tier and rates shown, and the Founding Rate end date.

Information screens (displayed and recorded; no tick required)

Your rates. Founding rate 2.95% + GST on sales through your own link and QR code until [calculated date], then our standard 3.49% + GST. Sales we bring you through GiftPop's marketplace and corporate channels are [5.95% / 7.95% / 9.95%] + GST. Card processing fees are covered by GiftPop.

How you get paid. Every sale goes straight into your own Stripe account at the time of sale. GiftPop's fee and the cost of any gift add-ons come out of each sale automatically, and every line is shown on your statement.

GiftPop gift add-ons. Your customers can turn any voucher into a complete gift: a card, chocolates or a gift box, sold alongside your voucher. GiftPop is your fulfilment partner for these: we supply, deliver and handle customer service for the gift purchase and its delivery.

Confirmations

• ☐ I'm authorised to sign up [Business name] on its behalf and accept the rates shown above.
• ☐ My business will honour every GiftPop voucher it sells for at least three years from the date of purchase.
• ☐ I accept the GiftPop Partner Agreement.