2. Acceptance of Terms

1. These Terms are a contract between you and us.
2. You acknowledge that:
   1. each Z Business Card is issued to you;
   2. each Cardholder acts as your agent in using the Z Business Card;
   3. you are responsible for ensuring that any person you authorise to use Z Business or a Z Business Card is aware of their obligations as your agent under these Terms and the acknowledgements given by you on their behalf in respect of our Z Privacy Policy; and
   4. the first use of Z Business or a Z Business Card confirms your acceptance of these Terms.

3. Card Limits, Product Restrictions, and Credit Limits

1. Your use of Z Business may have Card Limits, Product Restrictions, and merchant limits which may prevent a Z Business Merchant processing transactions from time to time. The Z Business Customer is responsible for setting such limits or restrictions and may amend such limits or restrictions on request to us (or via the "Z Business Online" service, if you have access to that service). We may also vary Card Limits or Product Restrictions from time to time.
2. Card Limits are intended to prevent further transactions where the Card Limit has already been exceeded. However, you acknowledge that any Card Limit is not designed to prevent any transaction that, once accepted / processed, would result in the Card Limit being exceeded.
3. Your use of Z Business may also be subject to a Credit Limit, which may be greater or smaller than any Card Limit or Product Restriction. We may vary the Credit Limit from time to time. You acknowledge that a Z Business Merchant might not process a transaction where the Credit Limit has been exceeded.
4. Transactions that are processed manually may be subject to lower purchase limits and/or additional authorisation may be required from us.

4. Use of Z Business Card

1. Z Business Cards may only be used to purchase the Products. Purchases may be made at a Z Business Merchant.
2. When using a Z Business Card, each Cardholder must use their compulsory PIN or, if an electronic card processing system is down, sign their name in the space provided on the manual sales voucher provided by the Z Business Merchant. You are responsible for ensuring that Cardholders are aware of, and comply with, the Management Controls, Card Limits and any Product Restrictions.
3. You acknowledge that having a Z Business Card issued with a vehicle registration number, or a driver’s name, written on the Z Business Card is for your convenience only, and not an additional security protection. The Z Business Merchant is not responsible for checking that the Z Business Card is only used in connection with the vehicle bearing that registration number or by the driver named on the Z Business Card.

5. Ownership of Z Business Card

1. Each Z Business Card remains our property at all times.
2. You agree to return or destroy any Z Business Card issued to you when the relevant Z Business Card is cancelled or replaced, when we ask you to, or if your right to use Z Business is terminated.

6. Security and Loss of Z Business Card

1. You must ensure that a PIN is set for each Z Business Card and are responsible for advising each Cardholder how to set their PIN.
2. You are responsible for ensuring the safe custody and authorised use of the Z Business Card and PIN.
3. In particular, you must not record the PIN on the Z Business Card or documents kept with the Z Business Card. If you need to give the PIN to more than one Cardholder, you are responsible for ensuring the PIN is communicated and recorded in a secure fashion.
4. You must notify us immediately in accordance with clause 20 (Notice to Us) on becoming aware that:
   1. a Z Business Card is lost or stolen;
   2. the PIN has become known to someone who is not authorised to use a Z Business Card; or
   3. the Z Business Card or PIN has been used in an unauthorised fashion. You will be liable for all transactions occurring before we receive your notification.
5. You will be liable for all transactions that occur up until we receive your notification under (d) above that a Z Business Card should be cancelled or suspended, even if those transactions were made by someone who was not authorised to use the Z Business Card.

7. Suspension and Cancellation

1. We may cancel or suspend any Z Business Card or your right to use Z Business at any time without notice.
2. You may suspend or cancel any Z Business Card or terminate your use of Z Business at any time by giving notice to us by phoning 0800 ZENERGY (0800 936 374) or emailing zbusiness@z.co.nz.
3. If all of your Z Business Cards are cancelled or suspended, or your use of, or right to use, Z Business is terminated, whether by you or us, you must:
   1. pay any outstanding balance associated with your use of Z Business upon invoice from us; and
   2. promptly destroy all Z Business Cards in your possession or control.

8. Prices

1. The price(s) charged for the Products will be the retail price(s) charged by the Z Card Merchant at the time of purchase unless:
   1. otherwise agreed between us and you in writing; or
   2. we notify you in writing of a different pricing methodology that will apply to certain Products.
2. If we have agreed a different price(s) with you, or notified a different pricing methodology to you, those price(s) will be subject to the terms of our agreement with you or our notification to you. Unless otherwise agreed with you, we may change those agreed different price(s) or the applicable pricing methodology at any time by giving you at least 14 days’ notice.

9. Fees

1. You must pay the following fees upon invoice from us:
   1. any applicable Account Fee; and
   2. any applicable Card Fee.
2. We will give you written notice of any change to the Account Fee or Card Fee.
3. You will be liable to pay these fees while you continue to have the right to use Z Business. Fees are non-refundable.

10. Tax Invoices

1. We will send you a tax invoice and statement in respect of your use of Z Business at regular intervals, or as otherwise agreed. The tax invoice will detail:
   1. the total amount of any purchases;
   2. any applicable Card Fee;
   3. any applicable Account Fee; and
   4. the GST payable.
2. You are responsible for checking the tax invoice to ensure its accuracy and advising us of any error or discrepancy. If you do not notify us of any errors or discrepancies within 90 calendar days of the date of the invoice, you will be deemed to have accepted the accuracy of the invoice.
3. You must pay the amount shown on the tax invoice by means of an automatic bank direct debit, on the date indicated on the tax invoice. The entire debit balance of amounts due to us becomes immediately due and payable in the event of your bankruptcy, receivership, administration, or insolvency.

11. Dishonour of Direct Debit

If the direct debit we initiate on your bank account is dishonoured we may re-present the direct debit initiated on your bank account.

12. Non-payment

In addition to our rights under clauses 10 and 11, if you do not pay an invoice when due, you agree that we may:

1. immediately take steps to prevent further use of Z Business and any Z Business Card; and/or
2. undertake activities in order to recover the amount of debt in which case you will be liable to us for any internal or external expenses, costs or disbursements (including legal fees and collection commissions) we incur in recovering amounts you owe us.

13. Resale restriction

Unless and except to the extent otherwise agreed between us and you in writing, you must not:

1. promote, resell, or pass on the use or any pricing benefit of Z Business to your related entities or any third parties; and/or
2. represent or otherwise imply that you are reseller or promoter of Z Business Cards or any Z Business service or that you are otherwise entitled to pass on any pricing benefit of Z Business to your related entities or any third party.

14. Confidentiality

1. The information we provide in the tax invoice and statement and any other reports we supply to you is confidential to us and is supplied to you on the express condition that such information and all rights and interest thereto remain our property.
2. You may not part with, copy or disclose such information in whole or in part to any party, or use it for any purpose, other than which was intended, without our written consent.

15. Inability to Supply Products

We are not responsible for any loss or inconvenience which may be caused if we or any Z Business Merchant are/is unable to supply your requirements for Products at any particular time or place.

16. Changes to these Terms or offers

We may change, delete, or supplement these Terms and/or any offer associated with your use of Z Business from time to time by giving you written notice or by publishing the changes on our website (z.co.nz).

17. Change in Your Details

1. You must notify us of any change to your name, registered office or your principal place of business, address details (including address details associated with any Card), or of any change in your directors (if you are a company) as soon as possible upon a change being effected.
2. You acknowledge and agree that you are responsible for all expenses and/or fees incurred in relation to your use of Z Business where we have relied on information provided by you, and you have not notified us that such information is out-of-date or needs to be changed. We are not liable to you for any loss suffered where that situation occurs.

18. Change of Bank Account

If there is any change to any bank account upon which a direct debit authority is held by us, you must give us not less than five Working Days’ notice by phoning 0800 ZENERGY (0800 936 374) or emailing zbusiness@z.co.nz and arrange for a new direct debit authority with us before your next payment due date if so required.

19. Notice to you

1. When we give notice to you under these Terms, we will give notice by post or email to the most recent address/email address notified to us or, where clause 16 applies, we may give notice by publishing changes on our website instead. Where we give notice by post, you will be deemed to have been notified on the date of postage. Where we give notice by email, you will be deemed to have been notified on the date the email is sent.
2. The first use of a Z Business Card or any Z Business service after a change is published or notice of change is given, indicates your acceptance of any such changes.

20. Notice to Us

Where you give notice to us under these Terms, you must give notice either by phoning 0800 ZENERGY (0800 936 374) or emailing zbusiness@z.co.nz or, if you have login access to our “Z Business Online” website service, through Z Business Online. The notice shall not be effective until we receive it.

21. Consumer Guarantees Act

Z Business is generally only available to businesses for business purposes. If your use of Z Business pursuant to these Terms is for the purposes of a business, you acknowledge and agree that the provisions of the Consumer Guarantees Act 1993 do not apply.

22. Taxes and Duties

1. Unless precluded by legislation, we reserve the right to invoice you for any government rates, taxes or charges (excluding GST) which now are, or which in the future may be, imposed or charged upon your use of Z Business transactions, whether or not you are primarily liable for the impost or charge.
2. For the avoidance of doubt only, our rights under clause 22(a) above shall include the right to recover from you any regional fuel tax where we are or become liable for such tax by virtue of section 65P of the Land Transport Management Act 2003 (or otherwise).
3. You acknowledge and agree that in terms of any amounts that may become due under clause 22(b) above, we may elect (in our sole discretion and without limitation to any other rights or remedies that we may have) to recover the same from you:
   1. by invoicing you for the amount; or
   2. 2. as a debt due in any court,

   and you indemnify us in relation to any such amounts that become due and all and any costs which we incur in recovering or seeking to recover the same from you.

23. Privacy

1. You acknowledge that, when we process your application to use Z Business and in the course of our subsequent business relationship, we may collect “personal information” about you and your Cardholders. “Personal information” is defined in the Privacy Act 1993 as “information about an identifiable individual”, i.e. information about a natural person as opposed to a company or other legal entity. Z will collect, store and use personal information in accordance with the Z Privacy Policy which is available on our website, z.co.nz.
2. Where you provide us any personal information of your Cardholders, you are responsible for ensuring that you have obtained all necessary consents from those Cardholders and that they are aware of the Z Privacy Policy – particularly the fact that we may share information about their use of Z Business Card with you.
3. Where you apply to use Z Business and quote your membership or relationship with another organisation with whom we have a separate agreement in relation to Z Business (a Z Business Promoter), you acknowledge and consent to personal information obtained:
   1. by us about you and your Cardholders being made available to the Z Business Promoter and to the Z Business Promoter collecting that information from us; and
   2. by the Z Business Promoter about you and your Cardholders being made available to us and to us collecting that information from the Z Business Promoter.

24. Electronic transactions, messages, and communications

You consent to receiving:

1. communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing; and
2. commercial electronic messages from us from time to time in connection with your use of Z Business and agree that those messages do not need to include a functional unsubscribe facility.

You agree to be bound by any agreement reached through electronic communications in terms of the Contract and Commercial Law Act 2017.

25. Complaints resolution

If you have a complaint regarding our financial services and you are not satisfied with the outcome of our investigation into your complaint, you may refer your complaint to Financial Dispute Resolution (fdr.org.nz). Financial Dispute Resolution is an independent organisation and their services are available to Z’s customers free of charge.

26. Contacting us

Z Energy Limited
3 Queens Wharf
P O Box 2091
Wellington 6140
Phone 0800 ZENERGY (0800 936 374)
Fax: 0800 743 553
Email: zbusiness@z.co.nz