1. Scope

These terms of use ("Terms") govern your:

  1. possession and use of yQ Application, ("yQ App", “yQ App’s”) that are issued by Inigo Limited trading as yQ (“yQ” "we", "us", "our") or our authorised agents; and
  2. yQ loyalty points (“yQ pts”) as accrued by you through yQ App payment transactions, or issued by yQ;
  3. use of yQ POS application, (“yQ POS”) that are issued by yQ or used by our authorised agents; and
  4. access to, and use of, the website at www.yq.co.nz (the "Website"), and any account that you create at yQ App and the Website (an "Online Account").

2. yQ App

We operate the yQ App system in respect of your use of the yQ App in accordance with these Terms. yQ App’s are provisioned by us or through our authorised agents.  Each yQ App can contain an amount of stored value provided through use, or a marketing promotion, or through ordering and paying for additional yQ pts and any such residual value that may remain on your yQ App from time to time (the "Stored Value"). 
Entitlement to download and use a yQ App requires you to be over the age of 18. (“Minimum Age Requirement”).

3. yQ POS

We operate the yQ POS system (being the yQ Point of Sale software service that interacts with our yQ Server and is accessed through a tablet that yQ supplies to each Authorised Merchant (when required)) in respect of your use and Authorised Merchants use in accordance with these terms. 

yQ POS is issued and or provisioned by us or our authorised agents and your entitlement to use a yQ POS requires you to be over the age of 18. (“Minimum Age Requirement”). 

4. Terms

All yQ App’s are issued subject to, and must be used in accordance with these Terms. By downloading and using a yQ App, you accept all of these Terms. If you do not accept these Terms, you must refrain from using any yQ App.

5. Changes

We may (at any time and without prior notice to you) revise these Terms. Changes to these Terms will take effect immediately once they are published on the Website and yQ App and yQ POS. By continuing to use and create transactions via a yQ App and or yQ POS after we have published revised Terms, you agree to be bound by the revised Terms.

6. Defined terms

Where a definition is set out anywhere in these Terms, that definition shall apply to the rest of these Terms unless the context otherwise requires. The term "Authorised Merchants" has the meaning given to it in Section 29 ("Authorised Merchants").

Terms of issue and use

7. Primary obligations

You agree to:

  1. use the yQ App only in accordance with these Terms;
  2. comply with all notices, policies, and instructions relating to the use of the yQ App that we may issue from time to time;
  3. provide us with any information and assistance that we may reasonably request relating to the issue, use, suspension, and cancellation of the yQ App;
  4. comply with all laws and regulations applicable to your use of the yQ App;
  5. not misuse, or deliberately defraud through use of the yQ App;
  6. not tamper, hack or allow anyone else to tamper, with the yQ App;
  7. not alter, remove, or replace any notices, trade marks, or artwork of the yQ App; and
  8. only use the yQ App if you meet that Minimum Age Requirement.

8. Right to disable

We, the Authorised Merchants shall be entitled (without providing any reason for doing so) to disable any yQ App which:

  1. we (or an Authorised Merchant) suspect or have reason to believe has been fraudulently issued, stolen, tampered with, or used in breach of the Terms; or
  2. was not provisioned to the person presenting the yQ App or which the person presenting the yQ App is otherwise not entitled to use.

9. Co-operation 

You agree to co-operate with us and, if applicable, the Police, in recovering your yQ App if your device is lost or stolen, or if we suspect any suspicious behaviour or activity in relation to your yQ App.

Risk and title, expiry, suspension, cancellation, yQ App transfer

10. Risk and title

Subject at all times to our rights and those of our Authorised Merchants as set out in these Terms, risk of loss for a yQ App that you have downloaded and paid for in accordance with Sections 15 to 17 of these Terms (Download and Ordering), or a replacement yQ App provided in accordance with Section 36 (Transfer of Stored Value), will pass to you upon reconfiguration of that yQ App by us.  All yQ Apps shall remain our property. Upon demand by any employee or representative of us or of any Authorised Merchant at any time, you must produce for inspection all yQ Apps in your possession or control. We retain the right to manage and change the software and data on the yQ Apps.

11. Expiry

The yQ App (including any Stored Value remaining thereon) will expire if the yQ App is not used, and no Stored Value or promotions are added to the yQ App, for a continuous period of one (1) year. When a yQ App expires, any Stored Value remaining on the yQ App will be forfeited on the date the yQ App expires.

12. Suspension

We may, in our absolute discretion, suspend any yQ App or Online Account if you breach any of these Terms. In the event that we suspend or disable any yQ App or Online Account pursuant to this section:

  1. the suspension shall remain in force for such period as we may direct; and
  2. we may require the payment of an administration fee (and impose such other terms as we deem necessary or desirable) as a condition of re-enabling any such yQ App or Online Account.

13. Cancellation

We may, in our absolute discretion, cancel any yQ App or Online Account if you breach any of these Terms.

14. Other rights

We may cancel, or suspend any yQ App or the yQ App system or any of our services at any time without specifying the reasons, but we will endeavour to minimise any inconvenience caused to you.

Download and ordering

15. Downloading

You may only download an authorised yQ App through an authorised application marketplace of our choosing. When you download a yQ App, you must:

  1. provide all required information (and you must ensure that such information is complete and correct) or we might not be able to process your application;
  2. meet the Minimum Age Requirement; and
  3. where any amount or value is incorrectly stated on the Website at the time you initiate a download, we reserve the right to disable your yQ App (regardless of whether you have made payment for that download).

16. Ordering

Ordering of Authorised Merchant goods, products or services through the yQ App requires you to hold an authorised yQ Account. Ordering of Authorised Merchant goods, products or services through the yQ App in no way makes yQ liable for the speed of delivery or quality of goods or products ordered. Delivery times and any replacement or refund in relation to goods or products received are dependent on and at the discretion of yQ's Authorised Merchants.

17. Cancellation of a yQ App Order

Once you have submitted your order via a yQ App, yQ or our Authorised Merchants reserve the right cancel that order. Where you have already made payment for an order that is subsequently cancelled by us or our Authorised Merchants, we will refund the amount paid by you in relation to that order direct to Your card.

Stored Value, usage and charges

18. Minimum and maximum amounts

Each time Stored Value is added to a yQ App, you must have completed a transaction or accessed a promotion. You will only be able to add Stored Value based on the minimum payment transaction fee or in such other fixed amounts as may be notified by us from time to time. The maximum amount of Stored Value that may be held on a YQ App is $300.

19. Top up channels

You may pay for Stored Value to be added to a yQ App by credit card (by phoning Us) or online when the functionality becomes available.

20. Determination of Stored Value

The determination by us or the Authorised Merchant as to the amount of Stored Value on a YQ App shall be final and conclusive. We reserve the right to correct the Stored Value on your YQ App if we believe that a technical or accounting error has occurred. For the purposes of such determination, the value as determined by us or the Authorised Merchant from any of the following sources shall be deemed to be conclusive and binding:

  1. the value encoded in the yQ App; and
  2. our records, including records that we generate from the yQ App system.

21. Obligation to examine

You must check the yQ App upon the purchase or issuing of the yQ App and upon the addition or subtraction of any Stored Value to the yQ App. Neither we nor our Authorised Merchants shall be liable for any error or omission not drawn to attention of us or our Authorised Merchants at the time of purchase, addition, or subtraction.

22. Residual Stored Value

The Stored Value on a yQ App is non-refundable and, except to the extent permitted under the section 'Cancellation and transfer', non-transferable.

23. Interest

No interest will be payable to you in relation to the Stored Value on any yQ App.

24. Usage

Inaccordance with these Terms and subject to specific yQ App functionality and Authorised Merchant you may use the yQ App or yQ POS to pay forAuthorised Merchant Products, Goods and Services.

25. Right to refuse

We or an Authorised Merchant may refuse to accept a yQ App payment of Authorised Products if:

  1. the yQ App is expired, suspended, disabled or cancelled;
  2. we or an Authorised Merchant suspect that the yQ App has been fraudulently acquired, on a stolen device, tampered with, or used, or that the yQ App may in any way pose a risk to the yQ App system;
  3. the Stored Value on the yQ App is insufficient or has been exhausted and is the only means of payment;
  4. the yQ App system is unable to process the payment for any reason whatsoever, or any circumstance arises which prevents an Authorised from accepting or processing the yQ App as a means of payment; or
  5. you do not comply with these Terms.

26. Transaction details

All transaction details, and other details recorded as a result of you using a yQ App will be recorded and retained by us. “YQ” will appear on cardholder statements for any transactions through this service. Using your Online Account, you will be able to view transaction details for your registered yQ App for up to 8 weeks following the date of the transaction (the "Online Transaction Data" ). Online Transaction Data is available for registered yQ Apps only. Although we will endeavour to update the Online Transaction Data at least once per day, you acknowledge that:

  1. there may be delays in the updating of certain Online Transaction Data, which may result in that information appearing in your Online Account one or more days after the transaction took place; and
  2. we may add or update any Online Transaction Data at any time.

27. Debits to Stored Value and Fees

The Stored Value on a yQ App will be debited in the circumstances set out below:

  1. Payment Transactions

When you use a yQ App to pay for goods or services using yQ pts on the YQ App, the Stored Value will be debited by the amount payable or part amount payable as indicated by you, for the goods or services.

 

28. Fees

  1. All transactions will be charged in NZD dollars.
  2. Any foreign currency credit cards will be billed in in a Bank of New Zealand approved foreign currency.
  3. Unsuspend Fee 
    Pursuant to Section 12 ('Suspension'), we may impose an administration fee as a condition of unsuspending or re-enabling a yQ App and or Online Account not greater than $5.00 (incl GST).

The charges and other amounts payable to us under these Terms are stated and payable in New Zealand dollars, and are inclusive of any applicable Goods and Services Tax (" GST "). We may vary any such charges and amounts at any time by publishing revised Terms in accordance with Section 5 ('Changes'). We may also introduce additional fees and charges in relation to any services or functionality relating to the yQ App and the yQ App system that we introduce in the future.

Authorised Merchants

29. Authorised Merchants

Certain authorised merchants have entered into agreements with us ( "Authorised Merchants") that authorise those merchants (depending upon the terms of our agreement with that Authorised Merchant) to:

  1. accept payment transactions through the yQ App as a means of payment for goods or services offered by the Authorised Merchant;
  2. accept debits on the Stored Value of a YQ App as a means of payment for goods or services offered by the Authorised Merchant;
  3. charge additional transaction fees (as described per section 28 above) to yQ App users where manual payment of goods or services is transacted outside the yQ App system;
  4. authorise allocation of yQ pts to a yQ App account if payment of goods or services is transacted outside the yQ App system; and
  5. offer promotions to you through the yQ App

30. Identification of Authorised Merchants

Authorised Merchants can be identified by their display of a yQ affiliates sign or through the yQ app. You should only order and make payment transactions on your yQ App when you see the yQ affiliates sign on their premises or through the yQ app.

31. Payment for Goods and Services

You agree that each Authorised Merchant is responsible for ensuring payment for the goods and services that you have paid for (or agreed to pay for) from Stored Value and or yQ App payment service, in such manner as may be required by that Authorised Merchant.

32. Unauthorised or unlawful transactions

You should not attempt to purchase any goods or services from any merchant using your yQ App if you have any suspicion that the merchant is not an Authorised Merchant. We will not honour value that is added to a yQ App or any transaction for goods and services by any unauthorised person or through any unauthorised or unlawful means.

33. Liability in relation to Authorised Products

You agree that we are not involved in the provision of goods or services offered by any Authorised Merchant who accepts the yQ App for payment. To the maximum extent permitted by law, we shall not be responsible or liable in any way for:

  1. the goods or services supplied by the respective Authorised Merchants including, without limitation, any defect in (or disruption, failure, or unavailability of) any goods or services; or
  2. any other disputes concerning goods or services, all of which shall be the sole responsibility of the respective Authorised Merchants.

Lost or stolen devices, or non-functioning yQ Apps

34. Your responsibility

You are responsible for safeguarding your yQ App against loss, damage, and theft, and ensuring that your yQ App is not used by any person without your permission. We and the Authorised Merchants accepting your yQ App for payment for goods or services shall have no obligation to prevent the use of a lost or stolen yQ App by a person. We will also have no obligation to cancel any lost or stolen yQ App (whether a Registered yQ App or otherwise) or to transfer the Stored Value on that lost or stolen yQ App to a replacement yQ App on a replacement device. We will however endeavour to disable any yQ App upon communication of a lost or stolen device within 24 hours and may transfer Stored Value in accordance with clause 37.

We will not be responsible or liable for any loss or damage that you may suffer as a result of any misuse of your lost or stolen device that has a registered yQ App enabled.

35. Non-functioning yQ Apps

We will not be responsible or liable for any non-functioning yQ App except where we, in our absolute discretion, determine that the yQ App's failure to function is the result of an inherent manufacturing defect. In particular, we will not be responsible or liable for replacing any yQ App that has been rendered non-functioning by reason of the yQ App being:

  1. hacked or tampered with in any way; or
  2. used otherwise than in accordance with any of our instructions or guidelines relating to the yQ App, or where we determine that you have failed to take proper care of the yQ App.

Cancellation and transfer of non-functioning yQ Apps

36. Cancellation of Registered YQ Apps

If a Registered yQ App is rendered non-functioning, you may ask us to cancel that yQ App bycalling us on 09 281 5031 or emailing us on info@yq.co.nz. You will also be required to supply your yQ App number, full name, and answer some security questions.

37. Transfer of Stored Value

When requesting cancellation of a Registered yQ App that has been rendered non-functioning, you may request the transfer of any residual Stored Value from that yQ App to a replacement yQ App. When you request a transfer of Stored Value:

  1. you must confirm the reason for the transfer (e.g. non-functioning yQ App, lost or stolen devices with registered yQ Apps);
  2. subject to Section 35 (Non-functioning yQ Apps), you must pay the yQ App Charge applicable at the time you request the transfer for the replacement yQ App, together with an administration fee of $15 (incl. GST);
  3. we will do our best to promptly cancel the original Registered yQ App and we will transfer any residual Stored Value (as at the time you requested the transfer) to the replacement yQ App;
  4. our determination as to the amount of Stored Value transferred to the replacement yQ App shall be final and conclusive, but we reserve the right to make subsequent adjustments to that determination if we obtain transaction records which indicate that an adjustment is required to the amount of Stored Value transferred.

38. Registered yQ Apps only

You acknowledge and agree that the cancellation and transfer options set out in this section are available only for Registered yQ Apps.

Website terms

39. Introduction

By accessing or using the Website, you agree to be bound by these Terms including (without limitation) the conditions set out in Sections 39 – 48 (Website Terms). If you do not accept these Terms, you must refrain from accessing or using the Website. In these Terms, references to the Website include, unless the context otherwise requires, your Online Account.

40. Content

You acknowledge and agree that the text, images, audio, video, software, and other information, documents, files, and services that may be made available through the Website (together, the Materials " ) are provided for your general information only and are provided on an "as is" basis, without taking into account your particular purposes, location, or requirements. You further acknowledge and agree that:

  1. the Materials (including, without limitation, dates, prices, availability information, and other details) may not be current, accurate, or complete;
  2. to the maximum extent permitted by law, we will not be responsible or liable for any damage, loss, cost, expense, or harm arising directly or indirectly as a result of any Materials being non-current, inaccurate, or incomplete;
  3. any actions or decisions that you take must be based solely on your own assessment of the suitability of the Materials for your requirements;
  4. any access to, use of, or reliance upon, any Materials by you shall be at your sole risk; and
  5. we may (at any time and without notice to you) add, remove, or alter any Materials or any other part of the Website.

41. Third Party References

The Website may contain advertisements, information, and other resources about third parties and about the goods and services available from those third parties ("Third Party References"). You acknowledge and agree that:

  1. the Third Party References do not imply that we are related to, or associated or affiliated with, those third parties;
  2. the Third Party References do not constitute an endorsement, sponsorship, or recommendation by us of those third parties or of their goods and services; and
  3. we will not be responsible or liable for any damage, loss, cost, expense, or harm arising directly or indirectly as a result of your access to, use of, or reliance upon, any Third Party References or any goods or services supplied to you by such third parties.

42. Hyperlinks

The Website may contain hyperlinks to third party websites ("Outbound Hyperlinks"). You acknowledge and agree that:

  1. Outbound Hyperlinks may not remain current or be maintained;
  2. we make no endorsement of, and accept no responsibility or liability for, any content that you access through any Outbound Hyperlink;
  3. your use of Outbound Hyperlinks is at your sole risk; and
  4. you are responsible for complying with any terms and conditions imposed by any website accessed through Outbound Hyperlinks.

You further acknowledge and agree that:

  1. where you create or maintain hyperlinks to the Website ("Your Inbound Hyperlinks"), you will, upon request by us, remove Your Inbound Hyperlinks;
  2. you will be responsible and liable for all damage, loss, cost, expense, and harm arising directly or indirectly as a result of Your Inbound Hyperlinks;
  3. the creation, publishing, distribution, and maintenance of Your Inbound Hyperlinks shall be at your sole risk; and
  4. you will not use any page of the Website as a frame within any HTML <frameset> or <iframe> tag.

43. Availability

Your use of the yQ App and or Website may be subject to interruption or delay from time to time. Due to the nature of the Internet and electronic communications, we (and our service providers) do not warrant that the Website will be error free, or will operate without interruption or delay, or free from defects. You acknowledge and agree that we will not be responsible or liable for any damage, loss, cost, expense, or harm arising directly or indirectly as a result of any such error, interruption, delay, or defect.

44. Your responsibilities

You must not:

  1. access or use the Website other than in accordance with these Terms;
  2. disrupt or interfere with the Website, or any servers, software, hardware or equipment associated with the Website;
  3. use (or attempt to use) the Website to send unsolicited electronic messages or to otherwise harass, threaten, abuse, embarrass, or cause distress, unwanted attention, or harm to any person;
  4. copy or distribute any materials available from the Website, except with our express written permission (which we may withhold or grant, on terms acceptable to us, in our absolute discretion);
  5. at any time take any step or make any omission that brings the reputation or good standing of us, the Website, the yQ Apps, the yQ App system, or our related companies (as that term is defined in section 2(3) of the Companies Act 1993) into disrepute;
  6. use the Website to infringe the intellectual property rights of any person; or
  7. violate any laws, rules, or regulations applying to your access to or use of the Website.

45. Online Accounts

When you create an Online Account, you will be required to choose a username and password, which will be personal to you. You must at all times maintain the confidentiality of your username and password and must not disclose them to any third party. You acknowledge and agree that you are solely responsible for any use of your Online Account by any person using your username and password and you agree to indemnify us against all claims arising from your failure to maintain the confidentiality of your username or password.

46. Security

Although we endeavour to take reasonable security precautions, there is a risk of unauthorised access to, or alteration of, your transmissions or data or of the information contained on your computer system or on the Website. You acknowledge and agree that:

  1. we will not be responsible or liable for any damage, loss, cost, expense, or harm arising directly or indirectly as a result of such unauthorised access or alteration or as a result of you accessing or using third party websites through outbound hyperlinks; and
  2. all information transmitted to you or from you is transmitted at your sole risk.

47. Malware

Although we endeavour to prevent the introduction of viruses, worms, Trojan horses, and other harmful, destructive, or malicious code ("Malware") to the Website, we do not warrant, represent, or guarantee that the Website will not contain Malware. You acknowledge and agree that:

  1. we will not be responsible or liable for any damage, loss, cost, expense, or harm arising directly or indirectly as a result of Malware; and
  2. you are solely responsible for taking appropriate steps to ensure that your access to, and use of, the Website is protected against Malware.

48. Cookies

During your use of the Website, we may issue to (and request from) your computer blocks of data known as cookies. You may accept or delete any cookies sent to your computer from the Website, but you must not alter any such cookies or send any incorrect or inaccurate cookie in response to a relevant request from the Website. For additional terms relating to the use of cookies, please refer to the YQ Privacy Policy.

Privacy

49. yQ Privacy Policy

Where we collect personal information from or about you in order to provide you with a yQ App service, or through your use of a YQ App, the yQ POS, the Website, or your Online Account, the yQ Privacy Policy shall apply. For an explanation of our practices and policies relating to the collection, use and storage of your personal information, please refer to the yQ Privacy Policy, which forms part of these Terms.

Warranties

50. Exclusion

To the maximum extent permitted by law, we disclaim all warranties, representations, and guarantees (whether, express, implied, or statutory), with respect to the yQ App system, the yQ Apps, your Online Account, the Website, and your use of (or inability to use) the YQ App system, a yQ App, your Online Account, or the Website (including, without limitation, warranties of availability, accuracy, non-infringement, title, completeness, timeliness, currency, merchantability, or fitness for a particular purpose).

51. Consumer Guarantees Act

Nothing in these Terms is intended to avoid the provisions of the Consumer Guarantees Act 1993 except to the extent permitted by that Act, or to exclude liability arising under any other statute, if and to the extent that such liability cannot be lawfully excluded, and these Terms shall be modified to the extent necessary to give effect to that intention. If you acquire any goods or services from us for the purposes of a business you agree that the guarantees and remedies provided in the Consumer Guarantees Act 1993 shall not apply.

Liability and indemnity

52. Risk

You carry and use a yQ App at your own risk, and we will not be responsible for any interference or damage suffered by any electronic device which occurs as a result of your carrying or using a yQ App.

53. Exclusion

To the maximum extent permitted by law, we and the Authorised Merchants (and our respective employees, contractors, and agents) shall not be liable (in contract, tort, or otherwise) to any party for any direct, indirect, special or consequential loss, damage, cost, expense, delay, or inconvenience (including, without limitation, loss of profits, loss of opportunity, interruption of business, and loss of data) that is suffered by that party in connection with:

  1. the ordering, issue, use of, inability to use, or reliance upon, a yQ App, your Online Account, the yQ App system, or the Website;
  2. any goods or services purchased using a yQ App and or yQ POS;
  3. any delay in downloading a YQ App;
  4. a yQ App being damaged or non-functioning for any reason (except where we determine in our absolute discretion under Section 35 (Non-functioning yQ App) that a yQ App's failure to function is the result of an inherent manufacturing defect, in which case our liability shall be limited to the issuance of a replacement yQ App and the transfer of any Stored Value from the non-functioning yQ App to such replacement yQ App);
  5. a yQ App or Online Account being suspended, disabled or cancelled for any reason;
  6. any period where any equipment, software, or system is unavailable for processing yQ App transactions (for example, the addition of Stored Value to a yQ App or the use of a yQ App for payment).

54. Limitation

If, notwithstanding the exclusion in Section 53, we are found liable to you under these Terms (or in contract, tort, or otherwise), to the maximum extent permitted by law, our liability to you shall not exceed in aggregate the sum of $30 for each yQ App payment transaction to which your claim relates.

55. Indemnity

You hereby agree to indemnify us and the Authorised Merchants from and against all actions, proceedings, claims, liabilities, penalties, costs (including legal costs on a solicitor/ client basis), awards, damages, losses, and expenses arising directly or indirectly as a result of:

  1. your altering, interfering with, or tampering with a yQ App (or allowing a third party to do so);
  2. your failure to comply with any of these Terms;
  3. our collecting, using, storing, and disclosing Third Party Information (as that term is defined in the yQ Privacy Policy) in the manner set in Section 6 of the yQ Privacy Policy; and
  4. your negligent or wilful acts or omissions.

Intellectual property

56. Ownership

The yQ Apps (including any software and data stored thereon), the yQ POS, the yQ App system, the Website and the Materials are protected under copyright and other laws of New Zealand, and under international conventions and similar laws abroad. You acknowledge and agree that, unless otherwise stated, all copyright and other intellectual property rights that may subsist in the yQ Apps (including any software and data stored thereon), yQ POS, the YQ App system, the Website and the Materials belong to us or our suppliers (as the case may be).

57. Restriction

Except with our prior written permission in each instance, you must not:

  1. alter, remove, or obscure any copyright notice or other notice appearing on a yQ App; or
  2. decompile, reverse engineer, decrypt, resell, distribute, reproduce, or modify any yQ App (or any software or data stored thereon), yQ POS (or any software or data stored thereon) in any way or for any purpose (or permit anyone else to do so).

58. No rights conferred

Nothing you do on or in relation to the yQ Apps (or any software or data stored thereon), the yQ POS, the yQ App system, the Website, or the Materials will transfer any intellectual property rights to you or license you to exercise any intellectual property rights except with our express written permission in each instance.

59. Trade marks

You acknowledge and agree that the trade marks appearing on any yQ App or on the Website belong to us, our suppliers, or other third parties (as the case may be). Except with the prior written permission of the trade mark owner, you must not use, copy, or adapt any trade mark appearing on a yQ App or the Website (or permit anyone else to do so).

General

60. Assignment and subcontracting

We may assign, transfer or subcontract our rights or obligations under these Terms without your consent.

61. No waiver

Our failure or neglect to enforce at any time any of these Terms shall not be construed to be a waiver of our rights, or to in any way affect the validity of the whole or any part of these Terms, or to otherwise prejudice our rights to take subsequent action. Any waiver made by us in respect of any right provided for in these Terms shall not be construed to be a waiver of any further or future right arising under these Terms.

62. Severability

If any of these Terms is held invalid, unenforceable or illegal for any reason, that provision shall be deemed deleted and the remainder of these Terms shall remain in full force and effect to the maximum possible extent.

63. Governing law

These Terms shall be governed by, and construed in accordance with, New Zealand law and the courts of New Zealand shall have non-exclusive jurisdiction to hear and determine all issues and disputes which may arise under or in relation to yQ Apps, yQ POS, the YQ App system, Online Accounts, the Website, or these Terms. You agree that the New Zealand courts are a convenient forum in which to hear and determine any such issues and disputes.

64. New Zealand use only

The yQ Apps, the Online Accounts, and the Website are intended for use in New Zealand and may not satisfy the laws of (or be appropriate or suitable for use in) any other country. You are responsible for compliance with applicable local law and you must ensure that accessing and using the yQ Apps, yQ POS, Online Accounts, and the Websites is not illegal or otherwise prohibited by the laws of your jurisdiction.

65. Electronic communications

You consent to receiving communications from us electronically (other than promotional messages under the Unsolicited Electronic Messages Act 2007, in which case we will obtain your consent to receiving such promotional messages in accordance with that Act) 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. You agree to be bound by any agreement reached through electronic communications in terms of the Electronic Transactions Act 2002.

66. Entire agreement

These Terms constitute the entire agreement between the parties and supersedes all prior communications, representations, agreements or understandings, either verbal or written, between the parties with respect to the subject matter of these Terms.

67. Force majeure

Neither us nor the Authorised Merchants shall be liable for any non-performance, error, interruption, or delay in the performance of their obligations under these Terms or in the availability or performance of the yQ App system, if this is due (in whole or in part, directly or indirectly) to any event or circumstance which is outside reasonable control of us or the Authorised Merchants, including (without limitation):

  1. flood, lightning, acts of God, fire, earthquakes, and other natural disasters;
  2. judgments, legislations, acts, orders, regulations, bylaws or other measures of any kind on the part of any court, governmental, parliamentary, or regulatory authority;
  3. failure of any electricity or telecommunications service (including the Internet);
  4. failure of any equipment, software, computer hardware, or system required for the operation of the yQ App system where the maintenance and repair of that item is the responsibility of a third party;
  5. the acts or omissions of any party for whom us or an Authorised Merchant (as the case may be) is not responsible.

68. yQ Licence Agreement ('Agreement')

IMPORTANT: PLEASE READ THIS AGREEMENT BEFORE YOU INSTALL THE yQ SOFTWARE.

WARNING: PERMISSION TO USE THE YQ SOFTWARE IS CONDITIONAL UPON YOUR AGREEMENT TO THE TERMS SET OUT BELOW. YOU MAY NOT INSTALL OR USE THE yQ SOFTWARE UNTIL YOU HAVE READ AND ACCEPTED ALL THE TERMS OF THIS AGREEMENT. ACCEPTANCE OF THIS AGREEMENT SHALL BIND YOU AND YOUR EMPLOYEES (IF ANY) TO THE FOLLOWING TERMS.

Licence . This is a single copy software licence granted by us, Inigo Limited (“yQ”), a duly incorporated company in Wellington, New Zealand.

LICENCE

1. Pursuant to this Agreement, you acquire a personal, non-exclusive, non-transferable licence to use the yQ software and any accompanying documentation ('the Product') strictly in accordance with yQ's instructions in relation to the use of the Product and as set out in this Agreement ('Licence').

2. You may use the Product on your device only for the following purposes:

  1. to order Authorised Merchant goods and services
  2. to make payments to Authorised Merchants for goods and services
  3. to check the balance of your yQ pts
  4. to check order history
  5. to check promotion details
  6. to receive promotion notifications

3. You may not:

  1. copy or reproduce the Product except in order to use it as permitted by us;
  2. translate, adapt, vary or modify the Product;
  3. decompile, disassemble, or otherwise reverse engineer the Product;
  4. sell, rent, lease, or otherwise distribute or make available the Product to others; or
  5. use or deal with the Product in any way not expressly authorised by this Agreement.

4. You must ensure that all of your employees or agents (if any) who have access to the Product are made aware of the terms of the Licence.

INTELLECTUAL PROPERTY

5. You acknowledge and agree that all right, title and interest in and to the Product (and all modifications to the Product), including any intellectual property that may subsist in the Product or those modifications, are and shall at all times remain the sole and exclusive property of yQ. The sign yQ is our trade mark and may not be used in trade without our permission.

6. The Product is protected by copyright. You will not during or any time after the expiry or termination of this Agreement permit any act which infringes that copyright and, without limiting the generality of the foregoing, you specifically acknowledge that you may not copy the Product except as otherwise expressly permitted by this Agreement.

WARRANTIES

7. You acknowledge that the Product is made available to you on an 'as is' basis. yQ shall not be required to correct any errors or defects in the Product, or in any other respect support the Product, whether by providing advice, training, modifications, updates, new releases or enhancements.

8. yQ does not warrant that the Product will meet your requirements or that the operation of the Product will be uninterrupted or error free. You acknowledge that the existence of any such errors will not constitute a breach of this Agreement and that yQ is not responsible for problems that you may experience when using the Product.

9. To the extent legally permitted, yQ disclaims or excludes all warranties and conditions with regard to the Product and any content and other information provided to you by yQ in relation to the Product, including without limitation, all implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and availability. For the avoidance of doubt, this clause does not affect any statutory rights that you may have in relation to the Product.

10. If the Product has been acquired for the purposes of a business, the guarantees of the Consumer Guarantees Act 1993 shall not apply in relation to the Product.

LIABILITY

11. In no case shall yQ be liable for any losses, damages or liabilities that you may suffer or incur (whether direct, indirect, special, incidental, consequential, or otherwise) arising from your use of the Product or any act, omission, or default by yQ in relation to this Agreement even if yQ or yQ's agent has been advised of the possibility of such damages.

12. No action, regardless of form, may be brought against yQ more than two years after the cause of action arose.

TERMINATION

13. You may terminate your Licence at any time by destroying all copies of the Product in your possession or control.

14. yQ may terminate your Licence immediately and without notice if you fail to comply with the terms and conditions of this Agreement, or in the event that yQ determines that your Licence shall be terminated for any reason (in yQ's absolute discretion) including, without limitation, in the event that yQ makes available an alternative manner of loading value onto your yQ account.

15. In the event of termination of the Licence for any reason, you must cease use of the Product and destroy all copies of the Product in your possession or control.

16. Termination of this Agreement shall not affect any rights or remedies which yQ may have otherwise under this Agreement or at law.

GENERAL TERMS

17. Failure or neglect by either party to enforce at any time any of the provisions of this Agreement will not be construed or deemed to be a waiver of that party's rights under this Agreement.

18. This Agreement constitutes the entire agreement and understanding between the parties and supersedes any prior agreement or understanding whether oral or written relating to the subject of this Agreement. This Agreement may only be modified by written agreement signed by yQ.

19. This Agreement shall be governed by the laws of New Zealand and the courts of New Zealand shall have exclusive jurisdiction in relation to any dispute concerning this Agreement.

69. Contact

If you have any questions, compliments, or complaints in relation to a YQ App or the YQ App system, please contact us using our online feedback form or via the contact details set out below.

YQ NZ Limited
PO BOX 6012
Wellesley Street
Auckland 1141
New Zealand 
Phone: 09 281 5031 
Fax: 09 9732918 
Email: info@yQ.co.nz

To enable us to respond promptly to complaints, please include your full contact details including your yQ App number, email address, postal address and contact phone numbers during office hours. If you require a response, we will do our best to respond to as soon as possible.