EMERGE TERMS – FOR BUSINESS CUSTOMERS
Last updated 4 April 2024
These are important terms. They set out the terms, conditions, limits, fees, and other rights and responsibilities applicable to our services. Please read them carefully.
This table sets out the key features of our services (including limits and fees). These features may change from time to time, and we’ll then update these terms.
This table doesn’t cover all the features of our services – check the app or the website for more information (or refer to the rest of these terms).
Accounts
Each account is a reloadable virtual account in the app, allowing access and use of funds held for you by the trustee. You will initially be set up with 1 primary account. The account owner can subsequently create any number of linked accounts.
Cards
Each card is a digital or physical prepaid Mastercard issued by us, linked to an account.
Accounts
The account owner (on your behalf).
Cards
A team member (on your behalf). The account owner has account control settings.
Summary of key requirements only – subject to applicable law, we can set other eligibility requirements, and we’re not obliged to approve any application You and each team member must complete all onboarding requirements
Accounts
You (the business – our customer) must be/have:
Cards
Each team member must be/have:
Accounts
Funds can be transferred to your accounts from:
Cards
A card is not itself loaded with funds – it accesses funds loaded to the linked account.
Accounts
Funds in your accounts can be used for payment transactions (see under “cards”).
The account owner can also transfer funds from your accounts to:
Funds may also be debited from your accounts to pay any fees due to us.
Cards
A card can generally be used for payment transactions in New Zealand or overseas where Mastercard is accepted (subject to merchant restrictions and any restrictions or limits we set from time to time on particular types of payment transactions or particular merchants).
Each card has a daily transaction limit of NZ$10,000.
Contactless payment limits may apply.
ATM withdrawal limits apply for each card as follows:
Other limits may be set by the account owner in the app or the website, including NZ$ limits, time limits and permissions for types of transactions.
If you choose to order physical cards for your team (in addition to the free virtual cards) we charge NZ$10 per physical card, to help cover the cost of card production and postage.
No other fees are currently charged.
Emerge Group Limited is the issuer and distributor of all Emerge-branded products and the operator of the app and the website. Emerge Group Limited is a New Zealand registered company (company number 8060798) and registered on the Financial Service Providers Register (FSP1000546).
Emerge Nominee Limited holds your funds on bare trust for you as beneficial owner. Emerge Nominee Limited is also a New Zealand registered company (company number 8163558) and registered on the Financial Service Providers Register (FSP1000691).
The financial services that we're registered to provide are:
We’re not a registered bank nor a licensed non-bank deposit taker (and neither is the trustee). Our services don’t involve any bank account being established in your name. The trust account in which your funds are held on bare trust is established in the name of the trustee (not in your name).
We’re also not a licensed financial advice provider. We don’t provide any advice based on your specific financial goals or situation. Our content is provided for general information purposes only and does not constitute a recommendation or opinion about any financial product or transaction.
We hold a principal issuer licence from Mastercard. Our services use the Mastercard card scheme and Mastercard technology, as well as the services of other third parties such as banks, payment processors, technology companies and telecommunications service providers.
You agree to the latest version of these terms whenever you (or any team member) download the app or access our services.
We may update these terms at any time. We’ll only do so for your benefit, or if the update is reasonably necessary to protect our legitimate commercial interests.
For instance, we may update these terms: when we offer new features or functionality; to change a fee or limit; if we update how we provide our services; for security purposes; to comply with a regulatory requirement; to meet customer expectations or market standards; or to correct/update factual information.
We may not update any terms relating to the trustee without the trustee’s prior consent.
If we update these terms, we’ll let you and each team member know about the update. Unless the update is clearly for your benefit or to correct/update factual information, we’ll do that at least 30 days prior to the change taking effect.
If you don’t agree to the update, you can let us know you want to close an affected account or cancel an affected card prior to the date the change takes effect – and we won’t charge a cancellation fee (if applicable) in those circumstances.
The latest version of these terms is available in the app and on the website (and on request).
We’ll communicate with you and any team member (and provide documents and notices): by email; by SMS; by messaging functionality in the app or the website; by other electronic means; by letting you know that you can access information in the app or via the website; by post; by phone; or in person. We’ll usually communicate by electronic means.
We’ll use the contact details most recently provided to us or that we reasonably believe to be correct.
You must let us know promptly if your (or any team member’s) contact details change, including by updating the relevant details in the app or the website. This is important for account security.
Any electronic communication will be taken to be received on the day it is sent. Any postal communication will be taken to be received 4 business days after it is sent. Any other communication will be taken to be received when delivered.
You and any team member can contact us through the app or the website.
We can also be contacted by email at hi@emerge.nz or by post at 9/110 Symonds Street, Auckland 1010, New Zealand.
Please contact us if you have a complaint. We’ll investigate and try to resolve things with you.
If you’re unhappy with how we’ve dealt with a complaint, you can refer it to Financial Services Complaints Limited (FSCL). FSCL operates a free and independent dispute resolution scheme. You can contact FSCL by calling 0800 347 257, or if you’re calling from overseas 04 472 3725, emailing complaints@fscl.org.nz or writing to FSCL, PO Box 5967, Wellington 6140. More information is available at www.fscl.org.nz.
The account owner will need to download and install the app, and our customer application and onboarding requirements then need to be completed.
You’ll also need to provide us with any information we reasonably require to provide our services at any time.
Subject to applicable law, we can set eligibility requirements for our services, and we’re not obliged to approve any customer application.
If your customer application is approved, you’ll also need to complete any activation requirements that we reasonably require you to complete, before you can access our services. The account owner will then have a business (administration) log-in and access to account control settings in the app or the website.
For the avoidance of doubt, it is you (the business) that is set up as our customer, not the account owner personally – but we will deal with the account owner on the basis that they have full operating authority on your behalf in respect of our services and each account.
The account owner can authorise any employees, contractors or anyone else to access and use some services on your behalf (but this is limited to the services we make available to those other team members from time to time – such as using a card).
The proposed team member will need to download and install the app, and our application and onboarding requirements then need to be completed.
You and the team member will need to provide us with any information we reasonably require to provide our services at any time.
Subject to applicable law, we can set eligibility requirements for team members, and we’re not obliged to approve any team member application.
If a team member application is approved, you and/or the team member will also need to complete any activation requirements that we reasonably require to access our services. In the app, each team member will only have access to their individual team member functionality.
You authorise us to: accept instructions from each team member relating to the services made available to them; give each team member information about their card (including transaction and available balance information); and update each team member’s personal details on their request.
You (the business – our customer) are financially and legally responsible to us under these terms, including for any transaction carried out by a team member and any breach of these terms resulting from the action or omission of a team member.
You must ensure that each team member understands and agrees to comply with these terms (including any updates).
During onboarding, we’ll need to ask for identification and other customer due diligence information relating to you and each team member, as required by law. We (or the trustee) may also need to ask for this information from time to time, as required by law.
We (or the trustee) may (acting reasonably) request other information from time to time, and we may monitor the use of our services by you and/or any team member, for the purposes of legal and regulatory compliance and/or to manage the risk of fraud.
If you or a team member don’t provide any information reasonably requested at any time (or if that information is not satisfactory to us (acting reasonably)), we may decline to approve any relevant application, or we may suspend your (or the team member’s) access to our services or close an account.
You must ensure that information provided to us is complete and accurate.
We (or the trustee) can act on any instructions reasonably believed to be from you or a team member, whether those instructions are given through the app or the website, by email, by phone or by any other means. We (or the trustee) don’t have to check or verify those instructions. That means we (or the trustee) can assume that instructions have been validly given whenever an account (or a card) is used with the correct passcode and otherwise in accordance with these terms, and we (or the trustee) may treat any transactions initiated by such instructions as properly authorised.
Unless otherwise expressly agreed with us, where there are two or more persons who are authorised to transact for you, we (or the trustee) can act on the instructions of any one of those persons without the need to obtain confirmation or instructions from the other.
You and each team member must only use our services for lawful business purposes.
Your funds are held by the trustee as bare trustee (for you as beneficial owner) in accordance with the declaration of trust and these terms. The trustee is a non-trading company that exists solely to hold Emerge customers’ funds separate from our own.
Only the trustee is authorised to hold your funds under the declaration of trust and these terms – not us. The trustee is not acting as our agent.
The trustee holds your funds on bare trust in a commercial trust account with a registered New Zealand bank. The trust account is established in the name of the trustee (not in your name), and it represents an arrangement between the trustee and the bank.
The trust account also holds the funds of other Emerge account holders (pooled in the same account). We keep detailed records of your transactions, to keep track of your specific funds.
Other than the trustee’s obligation to hold your funds on bare trust for you, the trustee doesn’t owe you any other duties or obligations.
Once any amount of your funds has been withdrawn or debited from the trust account as contemplated by these terms, it is no longer trust property.
The trustee may terminate its bare trusteeship at any time by giving written notice of resignation to you and us. The trustee must then transfer all of your funds held on bare trust to you or (if you agree) to a replacement trustee or other party.
You agree that the trustee will apply your funds to give effect to any transaction initiated or authorised by you or a team member in accordance with these terms, or any other transaction permitted or contemplated by these terms (including withdrawing funds to make a transfer or payment transaction, or to pay fees or interest to us).
You agree that all instructions given to us in relation to the application of your funds in accordance with these terms, and all other information about your account transactions, may be given to and used by the trustee for these purposes.
You agree that the trustee doesn’t have to apply your funds if a transaction is restricted or prohibited under these terms (for instance, if we have blocked the transaction in accordance with these terms).
The trustee can only apply your funds in accordance with these terms or as otherwise directed by you or a team member (or as required by law). The trustee has no independent power, discretion or responsibility in connection with your funds held in the trust account.
You don’t receive any interest on your funds held in the trust account.
If the bank that provides the trust account pays interest on funds held in the trust account, you agree that the trustee may pay that interest to us in consideration for our role in administering and operating the trust account records.
This is a reloadable Mastercard prepaid payment facility, which can be loaded with funds, and which then allows you and your team members to make transfers and payment transactions. Information about the key features of this facility is set out in the table in section 1.
This facility doesn’t involve any bank account, deposit account or debt security being established in your name. The trust account in which funds are held on bare trust is established in the name of the trustee (not in your name). Equivalent monetary value is then recorded by us in your relevant Emerge account in accordance with these terms. Any virtual account number provided to you is for reference only and to assist our third party providers with payments processing through inter-bank systems – it doesn’t mean you have been given a new bank account.
We don’t provide credit under this facility. A card issued by us isn’t a credit card.
You can transfer funds in and out of an account as described in the table at section 1 above. The account owner can do so using the methods we enable from time to time in the app or the website.
Each account is reloadable, which means it can be loaded with funds as often as you like. However, an account can’t be loaded with funds if doing so would infringe any applicable limit at that time – see the table at section 1 above for more information about limits.
You can also transfer funds from an account as often as you like. However, you can only transfer funds from an account up to the available balance of that account at that time.
Reasonable payment processing times may apply for transferring funds in or out of an external bank account before the funds are available for use. This involves third parties (eg banks and payment processors).
A team member can make a payment transaction from an account via a linked card (up to the available balance of the account at that time, but subject to any applicable limits), once all necessary activation and security requirements have been completed by the team member (including setting up a passcode for the card).
A digital card can be added to a digital wallet on a team member’s device. Use of a digital wallet at any time is subject to compliance with the digital wallet provider’s terms and conditions.
A physical card can be ordered via the app.
Reasonable payment processing times may apply for payment transactions before the funds are available for use by the merchant. This involves third parties (eg banks and payment processors).
See the table at section 1 above for more information about limits.
Payment transactions can generally be made anywhere Mastercard is accepted. However, a merchant can choose to impose restrictions (including minimum available balance or “pre-authorisation” requirements to ensure that there are adequate funds). A merchant can also choose not to accept any payment using our cards (or using certain features such as digital cards).
We also restrict or set limits from time to time on particular types of payment transactions or particular merchants) – for instance, we do not allow magstripe transactions, and we restrict or limit some other transactions for the purposes of risk management and regulatory compliance.
The account owner can set other restrictions and limits on payment transactions using the account control settings we enable from time to time in the app or the website.
You must make sure the available balance of each account is sufficient to cover any transaction to be debited to that account (including fees). Neither you nor any team member may make or attempt to make a transaction if that transaction and associated cost exceeds the available balance of the relevant account at that time.
A transaction that would exceed the available balance of the relevant account will generally be declined. However, if such a transaction happens, you must pay us the excess amount immediately (no account can have a negative balance).
You agree that we may transfer any positive balance from any of your accounts in order to correct a negative balance in another account, and we may take all other reasonable steps to recover the negative balance amount from you.
See the table at section 1 above for more information about fees.
Fees are payable at the time noted and are automatically debited from the balance of your primary account (or any other account) when payable.
You don’t earn interest (or any other similar return) on funds held in any account.
If you want to withdraw all or any part of the available balance of your accounts, you can transfer it out of your account to any NZ bank account you hold. The account owner can do this using any of the methods we enable from time to time in the app or the website.
See section 7 below for more information about what happens if you stop using your account or if you want to close your account.
Information about account activity and available balances is available in the app or the website.
The account owner has access to information about each account. Each team member will only have access to information about their card.
Each card has an expiry date. We’ll issue the relevant team member with a replacement card prior to that expiry date.
If a card is lost, stolen, damaged, compromised or cancelled, a replacement card will need to be issued to the relevant team member.
A digital card that has expired or been compromised or cancelled must be removed from a digital wallet on the team member’s device. Any expired, damaged, compromised or cancelled physical card must be cut up into small pieces. This is an important security step.
The relevant team member must complete all necessary activation and security requirements (including setting up a passcode for the card) before a replacement card can be used.
You may be charged a replacement card fee (if applicable).
You must ensure that the app, the website and our services, including all accounts, cards and passcodes used in connection with our services, are kept secure from unauthorised access and use. You must also ensure that our services are protected from damage, compromise and interference.
That includes:
If you or any team member has reasonable grounds to suspect that the security of access to any of our services may have been compromised (including if any card or password has been lost, stolen or misused):
We’ll generally refund an unauthorised transaction to you if:
However, we won’t refund any unauthorised transaction to you if the unauthorised transaction resulted directly from your or a team member’s fraud, negligence or wilful breach of these terms (for instance, if card access is given to someone other than a team member), or if it would be contrary to law for us to make the refund.
If we don’t refund an unauthorised transaction and you wish to dispute our decision, you must notify us of the dispute as soon as possible and in any case within 90 days of the disputed transaction.
We’re responsible for making sure that our services comply with these terms (and any other statements and representations that we make to you) and for using reasonable care and skill in providing our services.
However, our services are provided on the following basis (meaning that, subject to applicable law, we’re not liable for any resulting losses or expenses, as long as we used reasonable care and skill in the circumstances):
Additionally, subject to applicable law, we’re not liable for any losses or expenses caused by things beyond our reasonable control, including:
In any case (but subject to applicable law) we’re not liable for indirect, special, incidental or consequential loss, nor any loss of profits, data, cost savings, opportunity, or reputation.
Despite anything else in this section, we accept all liability for losses or expenses arising directly from our fraud, negligence or wilful breach of these terms.
Our services is operated by us from New Zealand. Our services may not be appropriate or available for use in other jurisdictions. If you access or use our services outside New Zealand, you are responsible for compliance with any applicable laws of that jurisdiction.
We may close your account if it has been inactive for 12 months.
You can contact us and let us know you want to close an account or cancel a card at any time. The account owner can do this via the app or the website.
We may delay, block or reverse a transaction if:
Transactions may also be delayed or blocked if we suspend our services or close an account.
We may suspend any of our services (ie freeze access to any of our services for you or any team member) or close an account if:
We may also close an account if it has been inactive for 12 months.
Any cards associated with the account will be cancelled.
You irrevocably agree that we may transfer the available balance of any account (less any amounts that are payable from that available balance at that time) to any NZ bank account you hold. We will do this as soon as practicable, but we may delay doing this, for instance if we need more information, if we can’t reasonably locate you or identify any NZ bank account you hold, or if required by law.
If we’re holding any funds that become unclaimed money, we may account for that money under the Unclaimed Money Act 1971.
If an account closure means that you or a team member no longer has an account with us, the account owner or the team member (as the case may be) must then delete the app from their devices.
A digital card that has been cancelled must be removed from a digital wallet on the team member’s device. A physical card that has been cancelled must be cut up into small pieces. This is an important security step.
In relation to personal information, please refer to our separate privacy policy at www.emerge.nz/legal/privacy-policy.
You must obtain all necessary authorisations from, and provide our privacy policy and any other necessary information to, your team members and anyone else before disclosing their personal information to us, to enable us to hold and use that personal information in accordance with our privacy policy.
Without limiting the previous clause in relation to personal information, each party to these terms must keep all confidential business information from or about another party confidential and not share it with anyone else. However, you agree we can share your confidential business information with a third party in the same circumstances that we can share personal information under our privacy policy.
Subject to the above restrictions on using personal information and confidential business information, we are not restricted from using material or data (including comments and feedback) received from or about you or any team member to provide or improve our services, in the exercise of our rights or the performance of our obligations under these terms, or otherwise for our commercial purposes.
You must obtain all necessary authorisations from your customers, suppliers and other third parties, and you must provide all necessary information to your customers, suppliers and other third parties, to enable us to hold and use the data we receive in accordance with these terms.
We own or license all the intellectual property involved in our services (for example, the content in the app and on the website, our logo and our card designs).
“Mastercard” and the Mastercard brand mark are registered trademarks of Mastercard International Incorporated and Mastercard remains at all times the exclusive owner and/or licensor of the Mastercard intellectual property.
You must not use, copy or download our intellectual property or any third party’s intellectual property, except to the minimum extent needed to access and use our services as contemplated by these terms or as otherwise permitted by us.
You acknowledge and agree that:
For the benefit of each of us, Apple and Google, you represent and warrant that you are not, and will not, be located in any country that is the subject of a US Government embargo or that has been designated by the US Government as a “terrorist supporting” country and that you are not listed on any US Government list of prohibited or restricted parties.
Subject to applicable law, you agree that we can assign and transfer our rights and/or obligations under these terms at any time (without your further consent or notice).
We may use third parties to perform any function relating to our services and to exercise any or all of our rights or obligations.
You can’t assign or transfer any of your rights or obligations under these terms without our prior written consent (acting reasonably) and a change of majority control of your business is a deemed assignment requiring our consent.
If at any time a provision of these terms is or becomes illegal, invalid or unenforceable in any respect, that won’t affect or impair the legality, validity or enforceability of any other provision of these terms.
Any failure or delay by us to enforce a term of these terms doesn’t mean a waiver of them.
These terms are governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.
Account means, as the context requires, your primary virtual account or any other linked account, which can be loaded with funds and used as permitted by these terms.
Account owner means a person with legal authority to act on your behalf (such as a director if you are a company) and who is set up to access and use our services on your behalf in accordance with these terms (and includes that person’s successors, assigns and transferees).
App means our Emerge mobile software application from time to time.
Apple means Apple Inc and other companies within its group.
Apple Store means the store/platform operated by Apple making the app available to iOS devices.
Available balance means, in relation to an account, the total value credited to that account, less the total value debited to that account. Any merchant “pre-authorisation” or “held” amount against an account that has not yet been cancelled by the relevant merchant is treated as a debit to that account for this purpose.
Business day means any day on which banks are open in Auckland, excluding Saturdays, Sundays and public holidays.
Card means a digital or physical Mastercard prepaid card that is issued by us and linked to an account (and, in the case of a digital card, that is added to the team member’s digital wallet on their device).
Confidential business information means any business information belonging to a party to these terms and that has been designated as confidential in writing or that ought reasonably to be considered as confidential, and that is obtained by another party in connection with the services contemplated by these terms. If a party can’t be identified (for example, when business information is aggregated and anonymised) then the information is not confidential business information.
Declaration of trust means the declaration of trust given by the trustee in favour of all Emerge business customers (available here).
Device means a mobile phone, tablet, computer or other electronic device.
Digital wallet means a payment platform (such as Apple Pay or Google Pay) that facilitates payments using a digital card accessible via a device.
Fee means any fee or charge applying to the use of our services as set out in these terms (as amended from time to time).
Funds means funds held for you on bare trust by the trustee at any time or (as the case may be) equivalent monetary value recorded by us in an account.
Google means Alphabet Inc and other companies within its group.
Google Store means the store/platform operated by Google making the app available to Android devices.
Law includes: any statute or regulation; any rule or principle of common law or equity; any requirement or directive of a government agency; and any Mastercard regulations, rules, bylaws, standards, policies or guidelines; and any of our policies in place to enable us to comply with any such requirements or laws (and in each case any consolidation, amendment, re-enactment or replacement).
Limit means any limit applying to the use of our services as set out in these terms (as amended from time to time).
Passcode includes any passcode, password, PIN, biometric information or other authentication requirement to access or use an account, card or any other service or any device via which our services can be accessed.
Payment transaction means an online or in-store payment transaction for goods or services or ATM withdrawal using a card under which funds are debited from an account (and includes any merchant “pre-authorisation” or “held” amount that has not yet been cancelled by the relevant merchant).
Services means any Emerge-branded products and services that we offer from time to time, including the app and the website.
Team member means someone who is approved and set up to access and use some services on your behalf, including the account owner (and, in each case, includes that person’s successors, assignees and transferees).
Terms means these Emerge terms – for business (as amended from time to time).
Transaction means a transaction under which funds are debited from, or credited to, an account, including: a payment transaction; a transfer; a debit of fees; and a refund.
Transfer means any electronic transfer of funds to or from an account as permitted by these terms at any time.
Trustee means Emerge Nominee Limited (and includes that company’s successor’s, assignees and transferees).
Unauthorised transaction means a transaction not authorised (expressly or impliedly) by you or a team member.
We, us and our means Emerge Group Limited (and includes our successors, assignees and transferees).
Website means our Emerge website from time to time (currently www.emerge.nz).
You and your refers to the business that applies to become, and/or is accepted as, an Emerge business customer (and includes your successors, assignees and transferees).
References to a document (including these terms) or a section, clause or term of a document includes any variation or replacement of it.
The words including and includes (and any other similar expressions) when introducing an example do not limit the meaning of the words to which the example relates to that example or examples of a similar kind.
References to a person includes any individual or any entity or agency (incorporated or unincorporated).
The singular includes the plural and vice versa.