WEBSITE USE AGREEMENT
This agreement is made between:
- The Ownery Limited (company number 5701254) (The Ownery, us or we); and
- You, being an individual (User or you) that wishes to access the Services provided by The Ownery through its website at www.theownery.co.nz (Website).
In addition to the terms defined in brackets and bold type throughout this agreement, the following definitions apply:
HouseShares means fully paid ordinary shares in the Issuer.
Issuer means the relevant company that is making the Offer.
Offer means an offer by the relevant Issuer of HouseShares as described in the relevant PDS.
PDS means the product disclosure statement in respect of the Offer.
Services means the services described in clause 2 of this agreement.
THE SERVICES WE PROVIDE
We are a publication platform. We publish:
- an Issuer's Offer page (Offer Page), which will include their Offer and other information that they choose to communicate to Users who subscribe for HouseShares (HouseShare Owners); and
- information such as blogs, articles and commentary that we consider may be of interest to Users.
- We also provide Issuers and HouseShare Owners with trust account services. This includes providing access for HouseShare Owners to our online payment facility when subscribing for HouseShares.
- You will not be able to subscribe for HouseShares until we notify you of your successful registration. By completing the registration process, you hereby confirm that you are at least 18 years old.
- Any User who accesses an Offer from outside New Zealand or who is not a New Zealand citizen (Overseas User) is solely responsible for ensuring their compliance with all laws of any country outside New Zealand relevant to them accessing such Offer and subsequently subscribing for any HouseShares pursuant to that Offer.
- All Overseas Users should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed, to enable them to access an Offer or to subscribe for HouseShares pursuant to an Offer.
- Each User who is, or becomes, an Overseas User will be liable to The Ownery and any of its directors, officers, employees or advisers, and the relevant Issuer, and hereby indemnifies them against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that they incur as a result of that Overseas User's non-compliance with this clause 5.
- This clause 5 is made for the express benefit of each third party described herein, and may be enforced by each of them under the Contracts (Privity) Act 1982.
YOUR ELIGIBILITY TO USE OUR SERVICES
We can refuse your registration as a User or cancel or suspend your registration if at any time we are concerned about any of the following:
- The results arising from our anti-money laundering and other legal compliance checks.
- Whether you are at least 18 years old.
- Your Overseas User status.
LIMITATIONS ON SERVICES PROVIDED BY THE OWNERY
- Each User is solely and entirely responsible for any decision it makes to participate or not to participate in any Offer. The Ownery is not making any recommendation or endorsing any particular Offer by virtue of the publication on the Website. The Ownery shall have no liability to you under or in connection with your decision (whether in contract, tort (including negligence) or equity) unless such liability arises out of the fraudulent actions of The Ownery or a material breach by The Ownery of its obligations under this agreement.
- The Services will not include any taxation advice of any nature whatsoever. An investment in an Offer may have taxation consequences depending on your personal circumstances and you should seek professional advice on your taxation position with regards to any investment in an Offer.
- You agree to pay to us a fee equal to 4.5% (plus GST) (Application Transaction Fee) of the total amount of your investment in respect of each Offer that you participate in via the Website (Total Investment). The exact dollar amount of the Application Transaction Fee per Offer will be shown on the Offer page at the time you choose to invest in that Offer.
- Any investment by you under an Offer will be subject to the specific terms of that Offer.
- The Application Transaction Fee may be changed by us at any time. We will notify you in advance of any changes in this fee or to our Services by following the procedure described in clause 13.
OUR TRUST ACCOUNT
When you accept the terms of the Offer and this agreement on our Website, you will be directed
to a direct debit authority page which will authorise us to draw the Total Investment from
your nominated bank account to be held in The Ownery's trust account (The Ownery Trust Account).
Unless otherwise agreed in writing with The Ownery, you agree that:
- this amount will be drawn from your nominated bank account; and
- you will have sufficient funds in your nominated bank account to satisfy this transaction.
All funds held in The Ownery Trust Account are held separately from any operating accounts of The Ownery and can only be legally used for the purposes of:
- paying the Total Investment in accordance with the terms of an Offer;
- providing a refund to Users if an Offer is unsuccessful in accordance with that Offer's terms; or
- providing a refund to Users if the Company notifies you or us that it does not accept your investment.
- In the circumstances described in 9.2b or 9.2c, your Total Investment (provided that it has cleared into The Ownery Trust Account) will be returned to your nominated bank account within 10 working days (as that term is defined in section 2(1) of the Companies Act 1993).
- When you accept the terms of the Offer and this agreement on our Website, you will be directed to a direct debit authority page which will authorise us to draw the Total Investment from your nominated bank account to be held in The Ownery's trust account (The Ownery Trust Account). Unless otherwise agreed in writing with The Ownery, you agree that:
NO VERIFICATION OR DUE DILIGENCE
- You acknowledge and agree that we do not undertake any due diligence for the benefit of Users in respect of any Issuer or any Offer, and neither The Ownery nor its directors, employees, officers or advisers make any recommendation to any person about the suitability of any Offer.
- The Ownery does not review or verify the content of any information on an Issuer's Offer Page. The Ownery makes no representation or warranty in relation to the completeness or accuracy of any information contained on any Offer Page.
INFORMATION YOU PROVIDE TO US
- You must comply with any identification and other anti-money laundering requirements that we may ask for from you. In particular, and without limitation, we may require more information about the sources of funds that you will use to invest in an Offer.
- You must tell us if any of that information changes before any participation by you in an Offer. If your email address changes, you must inform us of this as soon as you can. We have reporting obligations to you due to the fact we operate a trust account and we need your current details so we can satisfy our reporting obligations to you.
- By providing us your email address you agree that we and the Issuer can use that address for all communications with you.
- We may provide your User profile details to the Issuer. We may also disclose to the Financial Markets Authority (FMA) this agreement and any information that you provide to us, or which we hold about you, if the FMA requests this from us.
- We may from time to time amend, supplement, vary, or replace the terms of this agreement provided that such amendment does not materially affect your existing rights, whereupon you shall be deemed to have agreed to the amended terms.
- You agree that you shall have been sufficiently notified of any such amendment by receipt of an email drawing it to your attention. The amended version of the agreement posted on the Website shall govern. If you do not accept an amendment, please do not invest in any Offer through us or use our Services or the Website.
- This agreement is effective once you have signed it electronically via the Website.
- This agreement constitutes the entire agreement relating to the matters dealt with in this agreement and supersedes and extinguishes any previous agreement (whether oral or written) in relation to such matters.
- Nothing in this agreement 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 this agreement shall be modified to the extent necessary to give effect to that intention.
- The Ownery shall not be in breach of this agreement, nor liable for delay in performing, or failure to perform, any of its obligations under this agreement, if such delay or failure results from events, circumstances or causes beyond its reasonable control (which shall include any delays caused or contributed to, during the registration process outlined in this agreement).
- All notices and other communications that are required to be given in writing under this agreement may (without limitation) be given via email.
- No party will be deemed to have waived any right under this agreement unless the waiver is given in writing by that party.
- Any unlawful provision in this agreement will be severed, and the remaining provisions enforceable, but only if the severance does not materially affect the purpose of, or frustrate, this agreement.
- New Zealand law governs. New Zealand courts have exclusive jurisdiction.