These terms and conditions (“Product T&Cs”) contain the terms and conditions that govern your receipt and resale of Mastercard Merchant Insights (“Service”), and is an agreement between Mastercard Asia/ Pacific Pte Ltd (“Mastercard”) and the institution (“Client” or “Reseller”) on whose behalf you will access and use these Services and any insights generated from the Service (“Deliverables”) and resell these Services and Deliverables to Client’s merchants. These Product T&Cs are further subject to the Terms and Conditions (including the Platform Terms) set out in the section titled “Additional Terms” in bulletin Announcement AN4929 (Network Level Services Acquiring for New Zealand). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Terms and Conditions. These Product T&Cs take effect when you click the check-box presented with these Product T&Cs or, if earlier, when you use any of the Services and Deliverables (“Effective Date”). You represent to us that you are lawfully able to enter into these Product T&Cs. If you are entering into these Product T&Cs for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. If you do not agree to the Product T&Cs or the Terms and Conditions, please do not access the Service.

1. BACKGROUND AND INTRODUCTION

Mastercard has developed certain solutions designed to help Mastercard’s clients better manage their businesses through information services tools and analytics. Reseller has relationships with merchants which may benefit from the Service. Reseller and Mastercard desire to enter into a reseller arrangement whereby Reseller will resell directly to its merchant customers the Service as described in more detail in Schedule A.

2. DETAILED PROJECT SCOPE

(a) Definitions

(i) “Select Merchant” means a distinct merchant location that could benefit from the Service, which Service is specifically designed to provide location-level business insights.

(ii) “Subscriber” means a Select Merchant that has obtained a subscription to the Service.

(iii) “Territory” means New Zealand.

(iv) “Tier One Customer Service” means customer service provided by Reseller to Select Merchants and Subscribers, and response by Reseller to general inquiries relating to sales, marketing, promotion, on-boarding and use of the Service.

(v) “Tier Two Customer Service” means customer service provided by Mastercard to the Reseller’s customer support team for the Service, to enable Reseller’s responses to inquiries from Subscribers relating to the Service, as well as handling issues that could not be resolved by Tier One Customer Service and communicating the resolution to Reseller’s customer support team.

3. Description of Relationship

(i) Appointment of Reseller. Subject to the terms and conditions set forth herein, Mastercard appoints Reseller as an independent, non-exclusive, authorized reseller of the Service. During the Term (as defined below), Reseller will, at its own cost and expense, use best efforts to market, promote and/ or sell the Service to the Select Merchants in the Territory.

(ii) Restrictions. Except as expressly authorized by Mastercard in advance in writing, Reseller shall not:

• (A) create any derivative works of or from the Service;
• (B) remove, alter, cover or obliterate any copyright or other proprietary rights notices of Mastercard from the Service;
• (C) decompile, disassemble or reverse engineer the Service, or permit a third party to do the same;
• (D) sublicense to any third party, including, without limitation, any subsidiaries, parents or affiliates, in part or in whole, any of the rights granted herein, or authorize or appoint any dealers, agents, representatives, sub-resellers, or other third parties to market, offer for sale or sell the Service;
• (E) make any oral or written statements or representations that are inconsistent with the terms and conditions in these Product T&Cs or the Terms and Conditions or with any marketing materials approved in writing by Mastercard;
• (F) take any actions that may tarnish or cause people to hold in poor regard Mastercard or the Service; or
• (G) seek reimbursement of any kind from Mastercard, including for any travel, promotional, entertainment and other expenses incurred by Reseller in connection with these Product T&Cs or the Terms and Conditions.

(ii) Consultancy and Areas of Support. Mastercard will provide Reseller with the following further areas of support:

• (A) Program Management (in respect of the web-based platform access model only):
  • (1) Program manage implementation of MMI up to point of the platform go-live (i.e., Reseller’s first merchant onboarded)
  • (2) Develop project plan for platform build, outlining all key tasks and dependencies
  • (3) Monitor project progress
  • (4) Gather requirements for platform branding
  • (5) Coordinate key stakeholders across both Mastercard and the Reseller to ensure successful platform launch
• (B) Propose Select Merchants within the Reseller’s merchant base:
  • (1) Leveraging analysis of Client’s acquired transactions in the Mastercard Data Warehouse, inform Client of proposed Select Merchants for Reseller to approach to resell MMI, based on agreed criteria
  • (2)Provide Reseller with a list of merchant ID’s for Select Merchants that meet the agreed criteria
  • (3) Propose top 10 priority Select Merchants for Reseller to approach to resell the Service. Mastercard does not guarantee the success of Reseller’s resale efforts in respect of such Select Merchants
• (C) Support with Reseller's Go-to-Market Efforts:
  • (1) Share best practice examples of sales strategies from successful platform implementation in other markets
  • (2) Develop Marketing Materials (as defined below) for the Reseller to use with Select Merchants, including: PPT Sales Deck, FAQ’s, 1 page product summary PDF
  • (3) Attend/facilitate product pitch session for up to 3 priority Select Merchants. These sessions will be held remotely. Reseller undertakes to liaise with Mastercard and Select Merchants to organise this session
• (D) Training Support:
  • (1) Development of a product training deck to support Reseller sales in reselling the Service to the Select Merchants
  • (2) Facilitation of a 2 hour (virtual) training workshop with Reseller’s sales teams
  • (3) Development of a product training deck for Reseller’s call centre/ customer service teams to support them in understanding the Service and the approach for responding to Select Merchant queries about the Service
  • (4) Development of a product training guide for Select Merchants to use the Service 
  • (5) Reseller undertakes to make its relevant teams available for training with respect to the Service and applicable Mastercard policies. Such training will be at a mutually agreed upon date and time. Reseller shall cause one or more of the employees of Reseller who are trained by Mastercard to train Reseller’s other employees with respect to the Service and applicable Mastercard policies

(iv) Marketing Materials. Reseller must obtain Mastercard’s prior written approval for all materials used by Reseller to market the Service. In addition to the Consultancy support outlined above, to assist Reseller in marketing the Service, Mastercard may, from time to time, provide Reseller with sell sheet templates and other sales collateral templates that will include a placeholder for Reseller’s insertion of its trademarks or logos, as well as other pre-approved marketing materials (“Marketing Materials”), which Reseller may utilize to market the Service. Reseller will not deviate from Mastercard’s approved Marketing Materials unless Reseller obtains Mastercard’s prior written approval for any changes to such Marketing Materials, including without limitation, formatting and layout changes. Reseller shall comply with all Mastercard branding requirements in marketing, promoting and selling the Service. Any co-branding with Reseller's marks (including, without limitation, the positioning and layout thereof) shall be at the sole discretion and approval of Mastercard. Mastercard shall have the right to update Marketing Materials in its sole discretion at any time and to provide such updated Marketing Materials to Reseller for future use. Upon receipt of updated Marketing Materials from Mastercard, Reseller shall cease using any Marketing Materials previously received from Mastercard and destroy or, if requested by Mastercard, return any such outdated materials to Mastercard.

(v) Publicity. Each party will obtain the written consent of the other party prior to issuing any public news release, announcement, advertisement, or any other form of publicity, related to the parties’ relationship or these Product T&Cs. Each party will use commercially reasonable efforts to review and provide approval for such publicity requests, if the approval will be granted, within 48 hours of the request. Notwithstanding the above, in the event that any Service or Deliverable is the subject of any external coverage (including any press or media coverage) or an inquiry, investigation or information request by a regulatory authority or government agency, Mastercard shall have the right to disclose such information as is deemed relevant to respond to such external coverage.

(vi) Independent Contractor. Reseller’s relationship with Mastercard during the Term will be that of an independent contractor. Neither party will have any authority to bind the other, to assume or create any obligation, to enter into any agreements, or to make any warranties or representations on behalf of the other. Nothing in these Product T&Cs shall be deemed to create any agency, partnership or joint venture relationship between the parties. Each party is solely responsible for all of its employees and agents and its labor cost and expenses and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of each party’s activities or those of its employees or agents in the performance of these Product T&Cs.

(vii) Reservation of Rights. Any rights not expressly granted by Mastercard under these Product T&Cs, including without limitation, Mastercard’s right to name and brand the Service, are reserved by Mastercard. Mastercard also reserves the right to market, promote, sell and license the Service (within or outside of the Territory) directly to potential and current Mastercard customers. In addition, Mastercard may market, promote, sell and license the Service to any Select Merchant:

• (A) that opts out of the Service and Reseller does not re-engage such Select Merchant for three (3) months or more;
• (B) that may be interested in the Service that Reseller has not agreed to resell under these Product T&Cs; or
• (C) that has terminated its agreement with Reseller for the Service.

(viii) Ownership. All right, title, and interest, in and to intellectual property rights embodied in the Service and any improved, updated, modified or additional parts thereof (by whomever produced), Mastercard’s name and logo (“Mastercard Marks”), and any material provided by Mastercard to Reseller, will at all times remain the property of Mastercard (or its licensors, as the case may be).

(c) Additional Reseller Obligations

(i) For the web-based platform access model only (but not for the data feed delivery model through secure file transfer protocol), Reseller shall only access the Service for the purpose of providing Tier One Customer Service to the Subscribers In the event Reseller requires direct access to the Service that has been customized for a Select Merchant, Reseller represents and warrants that it has the right and express permission of such Select Merchant to receive and access such Service; and Reseller shall defend, indemnify and hold Mastercard harmless from any claim arising from or relating to the foregoing representation and warranty.

(ii) Mastercard and Reseller agree to the method by which the Subscriber will access the Service, as described in Schedule B.

(iii) Reseller shall communicate to Select Merchants that they will need to accept Mastercard’s online terms and conditions in order to access the Service.

(iv) Reseller shall provide Select Merchants with Tier One Customer Service, subject to Mastercard's operational approval and validation of Reseller’s customer service support capabilities.

(v) In order to register Select Merchants for access to the Service, Reseller shall agree to technical integration and provide required data as outlined in the Mastercard Merchant Insights Implementation Guide and Technical Guide.

(vi) Reseller shall be solely responsible and solely liable for information provided to Mastercard for a Select Merchant, including without limitation:

(i) verification that the Select Merchant is authorized to access and receive the Service for the business location(s), and

(ii) that the order was placed by an authorized representative of such Select Merchant. Mastercard shall have no liability for errors in the data that Reseller provides or for Reseller’s failure to verify a Select Merchant’s business location or authorized representative.

(vii) Reseller shall communicate to Select Merchants that Reseller will share with Mastercard the following data elements for purposes of providing the Service: acquirer merchant ID, business name, full business address, dates reflecting the start and end of the merchant relationship with the Acquirer, user ID, first name, surname, and e-mail address. Mastercard shall have no liability for Reseller’s failure to provide notice to and obtain proper consent from Select Merchants.

(viii) Reseller shall be responsible for billing, if applicable, the Subscriber for the Service.

(ix) Reseller will provide Tier One Customer Service to Select Merchants and Subscribers. To the extent Reseller is unable to resolve inquiries from Select Merchants and Subscribers regarding the Service via Tier One Customer Service, Reseller shall escalate such queries to Mastercard via the Tier Two Customer Service process set out above.

(x) Reseller will seek Mastercard’s prior written approval for the use of any Mastercard Marks.

(d) Mastercard Obligations

(i) Mastercard will meet with Reseller representative(s) on a mutually agreed upon date and time to provide an informational overview and training related to the Service, as described above.

(ii) Mastercard will provide Tier Two Customer Service to Reseller, and to Subscribers and Select Merchants, as necessary.

(iii) Mastercard has the right to approve or deny, in its sole reasonable discretion, the use of any Mastercard Marks.

(iv) For the web-based platform access model only (but not for the data feed delivery model through secure file transfer protocol), once Mastercard receives and accepts a Subscriber's online subscription for the Service, Mastercard will provide the Service directly to such Subscriber and may receive instructions directly from such Subscriber in connection with such Subscriber's receipt of the Service. Reseller shall reasonably cooperate with Mastercard to facilitate such Subscriber's receipt of the Service.

(v) Mastercard reserves the right at any time to modify the Service in its sole discretion. Such modification shall be effective upon Mastercard providing Subscriber with written notice thereof. Mastercard reserves the right, in its sole discretion, to discontinue offering the Service without incurring liability to Reseller.

3. CANCELLATIONS 

In the event a Subscriber requests cancellation of their subscription prior to the subscription expiration date, Reseller shall promptly notify Mastercard in writing, no later than two (2) business days from receipt of a Subscriber’s cancellation request and shall include the basis for such cancellation (if available).

4. TERM AND TERMINATION 

Reseller shall be able to resell access to the Service to its Select Merchants, and once resold, such Select Merchants shall be Subscribers which are eligible to access the Service, for such time as: (a) the Service remains a Value-Added Service; and (b) Reseller remains eligible to receive such Value-Added Service pursuant to bulletin Announcement AN4929 (Network Level Services Acquiring for New Zealand) (the “Term”). Upon the cessation of any of the foregoing conditions, Reseller (and the relevant Subscribers’) access to the Service shall be terminated and Reseller shall not resell or attempt or purport to resell the Service.

5. OTHER TERMS AND CONDITIONS

(a) Mastercard and Reseller will each use commercially reasonable efforts to achieve the goals and objectives in these Product T&Cs, provided, however, that each party acknowledges that the other party does not guarantee the achievement of such goals and objectives and will not be liable if such goals and objectives are not achieved. (b) Mastercard may provide certain proposed materials and make certain recommendations in connection with the Service. Reseller and/ or Subscriber is responsible for reviewing and evaluating the appropriateness of these same materials and recommendations, as well as any decisions made or actions taken by Reseller and/ or Subscriber in response to such proposed materials and recommendations to Reseller and/ or Subscriber, against Reseller’s and/ or Subscriber’s risk-tolerances and/or other criteria.

(c) Mastercard and Reseller acknowledge and agree that the analyses and data included in the Deliverables shall be subject to all relevant laws and regulations for each applicable country, as well as Mastercard’s contractual obligations and internal confidentiality, privacy, and data analytics guidelines and policies (“Applicable Standards”). In no event will Mastercard be obligated to supply or share any information or data which Mastercard determines, in its sole discretion, would cause Mastercard to be in violation of any such Applicable Standards. Mastercard reserves the right, in its sole discretion, to apply adjustments in order to achieve conformance with such Applicable Standards. Reseller agrees that it will not take any adverse decision against individuals based on the metrics which Mastercard provides to Reseller.

(d) Where applicable, Reseller agrees that provision of any data or information to Mastercard is permitted under: (i) all applicable laws and regulations, and privacy policies or other statement or disclosure to which such data is subject, and (ii) the terms of Reseller’s contracts with the Select Merchants, customers, contractors or other third parties. Reseller, in its role as a data controller, instructs Mastercard, in its role as a data processor, to process the personal data necessary to provide the Services and/or Deliverables, to the extent that any personal data is processed.

(e) Mastercard will not provide counsel to Reseller regarding the implications of the laws and/or regulations from a legal and/or compliance standpoint. In performing the Services hereunder, Mastercard may summarize and report legal and regulatory developments but shall not provide any legal advice, recommendations, evaluation or analysis about such developments.

(f) Reseller acknowledges that any that any material change in Mastercard’s scope of work set forth in these Product T&Cs, whether as a result of revised Reseller goals or objectives, other Reseller requests, changes in law, schedule delays or any other events outside Mastercard’s reasonable control, may require fees, and changes to the performance schedule and/or other terms set forth herein, as determined by Mastercard in its reasonable discretion. Mastercard will notify Reseller of any such revisions and may not undertake work relating to the revised Services until Reseller has executed a Statement of Work setting forth such terms, including any fees or other costs which may be the responsibility of Reseller.

(g) Mastercard and Reseller acknowledge that the descriptions under the heading “Background and Introduction” above does not form any part of the Services. (h) The information contained in these Product T&Cs is confidential to Mastercard and its disclosure is subject to the confidentiality provisions as set out in the Terms and Conditions.

Schedule A

Mastercard Merchant Insights

Reseller will receive access to the following metrics, for Subscriber, either in the form of a data feed delivery model through secure file transfer protocol, or through a web-based platform access model

• Store Performance
  • Average ticket
  • Average spend per customer
  • Customer spend distribution
  • Industry average spend
• Customer Behaviour
  • Average days between two visits 
  • Average visits per customer 
  • % repeated customers in one month 
  • % repeated customers in two months
  • % new customers 
  • % online purchases 
  • Top 3 non-competitive idustries
• Tourism Performance
  • Top origin countries
  • Top countries per month
  • Seasonal behavior 
• Area Potential Metrics
  • Average ticket
  • Average Spending
  • Average visits per customer
  • Spend density
  • Transaction index 
  • Spend Index 
• Bespoke Web Platform (only where web-based platform access model is selected)
• Insights Wall / Recommendation Engine (only where web-based platform access model is selected)

Schedule B

Access Method

Reseller will provide the list of Subscribers and data fields set out in Table A below, via secure file transfer protocol, to Mastercard.

Where Reseller selects the web-based platform access model, Mastercard will set Subscribers up for direct access to the platform and send them welcome emails. Subscribers will click on the URL in the welcome email to access the Service, create their password, accept the Terms of Use of the Service and privacy policy, and then Subscribers will be able to access the Service.

Where Reseller selects the data feed delivery model, Mastercard will provide a data feed to the Reseller in flat file pipe delimited format, via a Secure File Transfer Protocol, on a monthly basis. Reseller may provide metrics contained in the data feed to Select Merchants, either via the Reseller’s proprietary web-based platform or through a report. Metrics included in the data feed should only be made available to the Selected Merchant and Reseller must not use these metrics for any other purpose.