Terms of Service

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the OnDeck application (the "Service") operated by NS BROTHERS LIMITED ("us", "we", or "our").

Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who wish to access or use the Service. By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the terms, then you do not have permission to access the Service.

1. Subscriptions, Billing, and Payments

The Service is billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or NS BROTHERS LIMITED cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting our customer support team.

A valid payment method, including a credit card, is required to process the payment for your Subscription. All payments are securely handled by our third-party payment processor, Stripe.

2. SMS Credits and Per-Text Pricing

Certain features of the Service, such as SMS appointment reminders, are provided on a pre-paid credit basis ("SMS Credits").

• SMS Credits are purchased in packs as available within the Service.
• One (1) credit is consumed per standard SMS message segment sent to a recipient. Longer messages may consume more than one credit.
• Your current SMS Credit balance is displayed within your account settings. It is your responsibility to ensure your balance is sufficient for your needs.
• SMS Credits are non-refundable and cannot be exchanged for cash.

3. Fee and Price Changes

3.1 Right to Change Fees

NS BROTHERS LIMITED, in its sole discretion and at any time, may modify the fees for the Subscriptions, the transaction fees for Payment Processing, or the pricing for SMS Credits.

3.2 Reasons for Changes

You acknowledge that our pricing may change to reflect:

• (a) Updates, new features, or improvements to the Service;
• (b) Increases in the costs we incur to provide the Service, including fees charged by third-party service providers (such as Stripe, SMS gateways, cloud infrastructure providers, or other vendors); or
• (c) General market conditions and inflation.

3.3 Notification and Effectiveness

Any Subscription fee change will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in Subscription fees. Changes to usage-based pricing (including SMS Credits and Stripe Connect transaction/platform fees) may be made effective immediately if they result from a direct increase in costs from our third-party providers. Your continued use of the Service constitutes your agreement to pay the modified amounts.

4. Refund Policy

Subscription fees are non-refundable except as required by law or as explicitly stated in these Terms.

No refunds or credits will be provided for partial months of service, subscription downgrades, or unused time if you close your account before the end of your subscription period. SMS Credits are non-refundable.

5. Payment Processing for Event Organisers

OnDeck enables you to accept payments from your clients for bookings and events through our platform. We use Stripe as our payment processor and operate as the merchant of record for transactions made through our Service. This section applies if you connect a Stripe account to receive payments ("Connected Account").

5.1 How Payments Work

When a client pays for your event or service through OnDeck:

• The payment is processed through OnDeck's Stripe account. NS BROTHERS LIMITED is the merchant of record for the transaction.
• OnDeck receives the full payment amount from the client.
• OnDeck deducts the applicable fees (see Section 5.2) and transfers the remaining funds to your Connected Account.
• Transfers to your Connected Account typically occur automatically following successful payment processing.

By using this payment feature, you authorise OnDeck to collect payments on your behalf and transfer funds to your Connected Account after deducting applicable fees.

5.2 Fees

For each payment processed, the following fees are deducted from the payment amount before funds are transferred to your Connected Account:

• Total fee: 3.3% + $0.30 NZD per successful transaction

This fee covers payment processing costs and the OnDeck platform fee. You receive the payment amount minus this fee.

Example: For a $100.00 booking, fees total $3.60 (3.3% of $100 = $3.30, plus $0.30). You receive $96.40.

Fees are non-refundable. If a refund is issued to a client, the original fees are not returned.

5.3 Stripe Connect Requirements

To receive payments, you must connect a Stripe account. By doing so, you agree to:

• Complete Stripe's identity verification process and comply with their Connected Account Agreement.
• Provide accurate information to Stripe as required for verification and compliance.
• Maintain your Stripe account in good standing.

5.4 Payouts to Your Bank Account

Once funds are transferred to your Connected Account, payouts to your nominated bank account are managed by Stripe according to their standard payout schedule (typically 2-7 business days for New Zealand accounts). OnDeck does not control payout timing from your Stripe account to your bank.

5.5 Refunds and Disputes

As OnDeck is the merchant of record:

• Refund requests: Clients may contact OnDeck or you regarding refunds. We will work with you to resolve refund requests in accordance with your stated refund policy and applicable law.
• Chargebacks: If a client initiates a chargeback, OnDeck will handle the dispute process. We may request information from you to respond to the chargeback. If a chargeback is upheld, the disputed amount (plus any chargeback fees) may be deducted from future transfers to your Connected Account or recovered from you.
• Your refund policy: You are responsible for clearly communicating your refund and cancellation policy to your clients before they book.

5.6 Your Responsibilities as Service Provider

While OnDeck processes payments, you remain responsible for:

• Service delivery: Providing the services your clients have booked and paid for. Under the New Zealand Consumer Guarantees Act 1993, services must be carried out with reasonable care and skill, be fit for purpose, and completed within a reasonable time. Failure to deliver services may result in refund obligations.
• Accurate listings: Ensuring your event descriptions, pricing, and availability are accurate.
• Client communication: Responding to client enquiries and resolving service-related issues.
• Tax obligations: Any tax obligations arising from payments received, including GST registration and reporting if applicable. OnDeck does not provide tax advice.

5.7 OnDeck's Role

As the merchant of record, OnDeck:

• Processes payments from clients on your behalf
• Transfers funds to your Connected Account after deducting fees
• Handles payment disputes and chargebacks
• Issues refunds when appropriate (in consultation with you where applicable)

OnDeck does not guarantee or underwrite the services you provide. We are not responsible for the quality, safety, or legality of your services, or for any disputes between you and your clients regarding service delivery.

5.8 Suspension and Termination

We reserve the right to suspend or terminate your ability to receive payments through OnDeck, or to withhold transfers to your Connected Account, if:

• You breach these Terms or Stripe's policies
• Your Stripe account is restricted or closed
• We reasonably believe you are engaged in fraudulent, illegal, or deceptive practices
• You receive excessive chargebacks or disputes
• You fail to deliver services to clients who have paid
• Required by law or regulatory authority

In cases of suspected fraud or repeated failure to deliver services, we may hold funds pending investigation and may recover amounts owed from your Connected Account or by other means.

6. Accounts

When you create an account with us, you guarantee that you are above the age of 18 and that the information you provide us is accurate, complete, and current at all times. You are responsible for maintaining the confidentiality of your account and password.

7. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may do so by canceling your subscription from your account settings.

8. Limitation Of Liability

In no event shall NS BROTHERS LIMITED, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your access to or use of or inability to access or use the Service.

9. Disclaimer

Your use of the Service is at your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided without warranties of any kind, whether express or implied.

9.1 Notification Reliability

You acknowledge that the Service, including automated notifications (email, SMS) and calendar synchronisation, relies on third-party networks and infrastructure (such as internet providers, email services, and mobile carriers) that are outside our control. We do not guarantee the timely delivery or receipt of any notification or booking confirmation.

It is your sole responsibility to:

• (a) Regularly check your account dashboard for new bookings;
• (b) Maintain backup records of your schedule; and
• (c) Verify booking details directly with your clients if you suspect a notification failure.

We are not liable for any missed appointments, lost revenue, or damage to your reputation resulting from platform downtime, notification failures, or synchronisation delays.

10. Business Use and Consumer Guarantees Act

10.1 Acknowledgment of Business Status

You acknowledge that certain features of the Service, including the ability to accept payments through Stripe Connect, require you to operate as a registered business or sole trader. By connecting a Stripe account to the Service, you confirm that you have satisfied Stripe's identity and business verification requirements and that you are acquiring the Service for the purposes of a trade or business.

10.2 Exclusion of Consumer Legislation

On the basis of the acknowledgment in clause 10.1, and to the maximum extent permitted by law, the parties agree that:

• (a) The Consumer Guarantees Act 1993 does not apply to the supply of the Service or these Terms; and
• (b) Sections 9, 12A, and 13 of the Fair Trading Act 1986 do not apply to the supply of the Service or these Terms, and it is fair and reasonable that the parties are bound by this provision.

10.3 Non-Payment Features

For the avoidance of doubt, clause 10.2 applies to all features of the Service, including but not limited to booking management, calendar synchronisation, SMS reminders, and CRM integrations, regardless of whether you have connected a Stripe account. By using any part of the Service, you confirm you are doing so for business purposes.

11. Governing Law

These Terms shall be governed and construed in accordance with the laws of New Zealand, without regard to its conflict of law provisions.

12. Contact Us

If you have any questions about these Terms, please contact us through our contact page or by emailing contact@centennial.systems.