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System Implementation Agreement

1. Agreement to Terms
1.1 By clicking “I agree”:
(a) you agree to this Agreement; and
(b) where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to this Agreement on that person’s behalf and that, by agreeing to this Agreement on that person’s behalf, that person is bound by this Agreement.


2. Definitions
2.1 Equipment means the Verifone‑branded payment terminals manufactured and maintained by EFTPOS New Zealand Limited (a subsidiary of Verifone), and used by the Customer, on which the Software is installed.
2.2 Software means the Authi software installed by Authi on the Equipment.
2.3 Payment means the monthly payment made by Authi to the Customer under this Agreement, of $83.30 plus GST per terminal per month.
2.4 General Use means a terminal processing an average of at least 100 transactions per day.
2.5 Confidential Information means all non‑public, proprietary, or confidential information disclosed by one party to the other.
2.6 Hardware means the camera and associated mounting, cabling, and power components provided by Authi to the Customer.

3. Background
3.1 Authi has obtained consent from EFTPOS New Zealand Limited to install its Software on the Equipment.
3.2 The Customer has agreed to allow Authi to install its Software on the Equipment and its Hardware in the Customer’s store, in exchange for the Payment.

4. Software Installation
4.1 The Customer consents to Authi installing the Software on the Equipment.
4.2 This Agreement applies per terminal. Each terminal must be in General Use for the Payment to apply.

5. Hardware Installation and Maintenance
5.1 Authi will provide to the Customer the Hardware components. Authi will provide in‑person help with installing and setting up the Hardware.
5.2 The Customer must facilitate the installation process.
5.3 The Customer must not block or impede the Hardware from operating normally.
5.4 The Hardware must be set up as per Authi’s specifications, with clear sightlines of the checkout area.
5.5 The Customer will ensure that the Hardware remains connected to both power and Wi‑Fi.
5.6 If the Hardware is disconnected from either power and/or Wi‑Fi, Authi may request that the Customer reconnect it. Authi will support the Customer with instructions on how to do this, either in person or via video call.
5.7 The Hardware remains the property of Authi Limited.

6. Consideration
6.1 Authi agrees to pay the Customer the Payment for the right to install and use the Software on the Equipment, and to install and operate the Hardware in the Customer’s store.
6.2 The Payment will be made by direct credit to the Customer’s nominated bank account, within 10 business days of the end of each month, based on the number of terminals covered by this Agreement that were in General Use during that month.

7. Customer Obligations
7.1 The Customer shall use the Software and Hardware in accordance with all applicable laws and regulations.
7.2 The Customer agrees not to copy, modify, or reverse engineer the Software.
7.3 The Customer shall not transfer or sublicense the Software to any third party.
7.4 The Customer must not interfere with the Equipment, must maintain suitable internet connectivity, and must promptly notify Authi of any faults or issues with the Software, Hardware or Equipment.
7.5 The Customer must not use the Software or Hardware in any way that could harm the reputation of Authi or EFTPOS New Zealand Limited.

8. Authi Obligations
8.1 Authi shall ensure the Software is installed correctly and provide reasonable instructions for the installation and operation of the Software.
8.2 Authi shall provide technical support for the Software and reasonable support relating to the Hardware during the term of the Agreement.
8.3 Authi is not responsible for any malfunction, defect, or failure of the Equipment manufactured or maintained by EFTPOS New Zealand Limited.

9. Termination
9.1 Unless terminated under this clause, the Agreement commences upon installation of the Software on the Equipment or the Hardware in the Customer’s store (whichever occurs first) and continues until a party gives at least 30 days’ notice that the Agreement will terminate on the expiry of that notice.
9.2 Either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement.
9.3 If the count of the Customer’s daily transactions via the Equipment drops below 100 for 5 consecutive days, Authi reserves the right to terminate this Agreement with immediate effect.
9.4 If the Customer frustrates the operation of the Hardware, Authi reserves the right to terminate this Agreement with immediate effect.

10. Limitation of Liability
10.1 Authi’s liability arising out of or related to this Agreement shall not exceed an amount equal to 6 months of the Payment.
10.2 In no event shall either party be liable for indirect, special, incidental, or consequential damages, including loss of profits, revenue, goodwill, or business opportunities.

11. Confidentiality
11.1 Each party shall keep the other party’s Confidential Information confidential, not disclose it to any third party, and only use it as necessary for fulfilling this Agreement.

12. Governing Law and Jurisdiction
12.1 This Agreement shall be governed by and construed in accordance with the laws of New Zealand.
12.2 The parties submit to the exclusive jurisdiction of the courts of New Zealand.

13. General
13.1 Assignment: The Customer may not assign or transfer this Agreement without Authi’s prior written consent.
13.2 Force Majeure: Neither party shall be liable for any failure or delay caused by circumstances beyond its reasonable control.
13.3 Notices: Notices under this Agreement must be in writing and delivered by email or to the party’s registered address.
13.4 Amendments: This Agreement may only be amended in writing signed (or electronically accepted) by both parties.

14. Non‑Compete
14.1 The Customer agrees that during the term of this Agreement, and for a period of 12 months following termination or expiry, it will not install or use, on any Equipment on which the Software was installed, any software or service that is substantially similar in function and directly competes with the Software.
14.2 This restriction applies only to the Equipment covered by this Agreement and does not restrict the Customer’s use of other payment or analytics solutions on separate equipment.
14.3 This clause does not restrict the Customer from using general‑purpose POS software or hardware not directly competing with Authi.

15. Hours of Operation
15.1 The Customer may elect to restrict the hours during which the Software operates on the Equipment, provided the Customer notifies Authi of this intention so Authi can implement the restriction.
15.2 If the Customer exercises this right, and as a result the average daily transaction volume falls below 100 transactions per terminal for 5 consecutive days, the termination provisions in clause 9.3 may apply.

16. Display of Content
16.1 Authi may display content on the Equipment screens for periods not exceeding 10 seconds per transaction.
16.2 Such content shall not materially interfere with or disrupt the Equipment’s ability to process payment transactions.
16.3 If the Customer objects to specific content displayed under this clause and notifies Authi, Authi will promptly remove that content and ensure it is not displayed again on the Customer’s Equipment.
16.4 Content will always include a clearly marked ‘skip’ functionality, allowing the end user to immediately return to their transaction.

17. Intellectual Property
17.1 All intellectual property rights in and to the Software, any updates, modifications, and any content displayed under this Agreement remain the sole property of Authi.
17.2 The Customer is granted only a limited, revocable, non‑transferable licence to use the Software on the Equipment during the term of this Agreement, subject to the terms set out herein.

18. Data
18.1 Authi will not record or store any personal information beyond what is strictly necessary to provide the services under this Agreement. Nor will Authi record or store any information which could identify an individual, as per the definition of ‘personal information’ in the Privacy Act 2020 (NZ)
18.2 Authi may collect, use, and process data generated by the Software and Hardware for the purposes of providing, supporting, and improving the Software.

18.3 Authi may also use data for service improvement, product development, analytics, and commercial purposes, subject to the limitations set out in this clause.
18.4 Authi will comply with the Privacy Act 2020 (NZ) and any other applicable privacy laws in its handling of any personal information.
18.5 Authi may combine or compare Customer data with data from other customers for benchmarking, insights, and analytics, provided that individual persons are not identifiable.
18.6 Authi may disclose data to third parties where necessary for the purposes described in this clause, provided that such disclosure does not result in the identification of individual persons and is subject to appropriate confidentiality or data‑protection obligations.
18.7 Nothing in this clause limits Authi’s right to use anonymised or de‑identified data, provided that such use does not contravene the Privacy Act 2020.