Carp

Terms of Service

1. Our Role

These user terms are a contract between you and Three Scoops Limited (NZBN 9429051425920).

The Carp Platform service (“Carp or the “Platform Services”) encompasses: (i) onboarding of payment accounts; (ii) underwriting of payments; (iii) the transmission of payment data, assisting you in integrating with a payment processing entity (the “Processor”); and (iv) the merchant administration software, services and other related offerings. If available and chosen by you, this also covers the use of point-of-sale equipment (“POS Equipment”). By using our Service, you designate us as your representative to relay data and directives to the Processor on your behalf.

Three Scoops Limited is neither a bank, financial entity, nor a money services establishment but serves as a provider of the Carp Platform Services described in this Agreement.

2. The Processor

The Processor is Stripe New Zealand Limited, a company formed under New Zealand's legal framework. It acts as a technical support provider and might provide its services as a representative of several New Zealand-based financial institutions (referred to as a “Financial Services Provider”). The Processor is responsible for handling and settling of Payments (further mentioned as “Payment Processing”) under a separate Stripe Connected Account Agreement, which includes the New Zealand Stripe Services Agreement and the applicable Financial Services Terms, and to the extent you use a payment method that is subject to additional terms, the Payment Terms (collectively, the “Processor Terms”). By agreeing to these terms, you also consent to the Processor Terms, forming a legal bond between you and the Processor.

Three Scoops Limited is not a participant in the Processor Terms and bears no liability towards you regarding them. Accepting both this Agreement and the Processor Terms also signifies your approval for the creation of an account with the Processor for Payment Processing. We may alter our choice of Processor, abiding by our contract with the Processor.

In case of any discrepancies between this Agreement and the Processor Terms, this Agreement takes precedence unless the differences pertain to Payment Processing or the Processor Account, where the Processor Terms would prevail.

The Processor's main function is to accept and process various payment methods (e.g., credit cards, debit cards) for the online sales of your goods and services. Additionally, the POS Equipment allows for in-person payments, along with manually keyed-in transactions. All these methods are termed “Transactions”.

3. Your Role

To access the Services, you need to be operating in New Zealand.

4. The Platform Services

Three Scoops Limited grants you a limited, non-perpetual, non-transferable, non-sub-licensable, and revocable permission to utilize the Platform Services. This access lasts only for the duration of this Agreement.

You must not:

  • Allow third parties to access Platform Services or any segment of our web-based admin.

  • Develop derivative versions based on the Platform Services.

  • Copy, replicate or use any content from the Platform Services beyond your internal operations.

  • Attempt to decipher any underlying code or proprietary knowledge related to the Platform Services.

  • Access the Platform Services to create a competing service.

You bear the responsibility to ensure all Transactions are legitimate and adhere to applicable regulations and rules set by major card companies.

5. POS Equipment

If you opt to, you can purchase POS Equipment from Three Scoops Limited that supports in-person and keyed-in transactions. The use of this equipment is governed by relevant sections of the Carp Platform Terms of Service.

6. Payment Methods

Carp supports most major card types, such as credit, debit, and gift cards. All responsibilities tied to the usage of Platform Services and the processing of Transactions under the Processor Terms fall onto you. It's your duty to validate the identity of customers and the presented cards for your goods and services. Three Scoops Limited isn't liable for any transactions that may later be reversed or charged back. In the event that your platform account has insufficient funds to cover reversed, refunded or charged back amounts, Three Scoops Limited may debit your nominated bank account to recover these funds.

7. Customer Service

We'll make reasonable efforts to provide support concerning the Platform Services. However, the Processor is exclusively accountable for Payment Processing. You're responsible for addressing any customer-related inquiries or issues tied to your offerings.

8. Taxes

You're responsible for determining, collecting, and remitting any taxes related to your sales or the payments you receive. We won't undertake any duties tied to tax calculation or submission, although we retain the right to submit tax reports where deemed essential. You will indemnify and shield Three Scoops Limited against any tax-related liabilities.

9. Your Customers

Ensure you don't impose any fees or charges on customers using eligible cards, unless permitted by law. Always provide a receipt containing all necessary details as mandated by payment rules and laws.

10. Security

We maintain commercially reasonable administrative, technical, and physical procedures to protect all the personal information regarding you and your customers that is stored in our servers from unauthorized access, accidental loss, or modification. Carp cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes.

11. Data Security

You assume full responsibility for the security of data on your website or otherwise in your possession or control. You agree to comply with all applicable laws and rules in connection with your collection, security, and dissemination of any personal, financial, Card, or Transaction information (collectively, “Data", and as pertains to your customers, “Cardholder Data”). You agree that at all times you shall be compliant with applicable Payment Card Industry Data Security Standards (“PCI-DSS”) and, as applicable, the Payment Application Data Security Standards (“PA-DSS”). You agree to promptly provide Carp with documentation evidencing your compliance with PCI-DSS and/or PA-DSS upon request. You also agree that you will use only PCI-DSS and PA-DSS compliant service providers in connection with the storage or transmission of Card information. You must not store CVV2 data at any time. Information on PCI-DSS can be found on the PCI Council’s website. It is your responsibility to comply with these standards. We may request additional security measures at any time and reserve the right to adjust these requirements at our discretion.

12. Audit Right

If Carp believes that a security breach or other compromise of data may have occurred, Carp may require you to have a third-party auditor approved by Carp conduct a security audit of your systems and facilities and issue a report to be provided to Carp, at your sole cost and expense.

13. Privacy

Your privacy and the protection of your data are crucial to us. You acknowledge that you have read and agree with the terms of our Privacy Policy and the Processor's Privacy Policy. Our Privacy Policy are hereby incorporated into this Agreement. You agree that Carp's Privacy Policy may be modified at Carp's discretion, and you will check the Privacy Policy regularly.

14. Privacy of Others

You represent to us that you are in compliance with all applicable privacy laws and that you maintain a publicly accessible privacy policy disclosing your data practices, including through the Platform Services. You represent that we will not breach any laws by acting as described in our Privacy Policy. You are solely responsible for disclosing to your customers the manner in which Carp will process their Cardholder Data.

15. Restricted Use

You must obey all laws, rules, and regulations applicable to your use of the Platform Services including those governing financial services, consumer protections, unfair competition, anti-discrimination, or false advertising). In addition to any other requirements or restrictions set forth in this Agreement, you shall not:

  • utilize the credit available on any Card to provide cash advances to cardholders

  • submit any Transaction for processing that does not arise from your sale of goods or service to a customer

  • act as a payment intermediary or aggregator or otherwise resell the Payments Services on behalf of any third party

  • send what you believe to be potentially fraudulent authorizations or fraudulent Transactions

  • use the Payments Services or the Payment Processing services in a manner that a Payment Network reasonably believes to be an abuse of the Payment Network or a violation of the Payment Network Rules

  • work around any of the technical limitations of the Platform Services, use any tool to enable features or functionalities that are otherwise disabled in the Platform Services, or decompile, disassemble, or otherwise reverse engineer the Payments Services, except to the extent that such restriction is expressly prohibited by law.

You further agree not to permit any third party to do any of the following:

  • access or attempt to access our systems, programs, or data that are not made available for public use

  • copy, reproduce, republish, upload, post, transmit, resell, or distribute, in any way, material from us

  • permit any third party to use and benefit from the Payments Services via a rental, lease, timesharing, service bureau, or other arrangement

  • transfer any rights granted to you under this Agreement

  • work around any of the technical limitations of the Platform Services, use any tool to enable features or functionalities that are otherwise disabled in the Platform Services, or decompile, disassemble, or otherwise reverse engineer the Platform Services, except to the extent that such restriction is expressly prohibited by law

  • perform or attempt to perform any actions that would interfere with the proper working of the Platform Services, prevent access to or use of the Platform Services by our other users, or impose an unreasonable or disproportionately large load on our infrastructure

  • otherwise use the Platform Services except as expressly allowed under this section.

16. Suspicion of Unauthorized or Illegal Use

Carp reserves the right to refuse the Platform Services for any Transaction we believe is in violation of this Agreement or exposes any party to risk or harm. You grant us authorization to share information with law enforcement about you, your Transactions, or your Carp Account.

18. Payment Network Rules

You are required to comply with all applicable Payment Network Rules. These rules may be found online at the designated links for Visa, MasterCard, and American Express. The Payment Networks may update these rules without notice. Should this Agreement conflict with the Payment Network Rules, the latter shall prevail. We reserve the right to modify this Agreement as needed to comply with the Payment Network Rules.

19. Disclosures and Notices

You agree that Carp can provide disclosures and notices, including tax forms, that we deem appropriate regarding the Platform Services to you by posting such disclosures and notices in your Carp Admin, emailing them to the email address listed in your Carp Account, or mailing them to the address listed in your Carp Account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within twenty-four (24) hours of the time it is posted to your Carp Admin or emailed to you, unless we receive notice that the email was not delivered.