General Terms and Conditions

Last updated: 9 May 2024

Our General Terms and Conditions cover your use of any product or service we offer or provide, including our online wealth development platform, websites, and social media channels and your responsibilities (as well as our responsibilities to you).

1. About these General Terms

1. By accessing or using our Services you agree that:

• these General Terms and Conditions (General Terms) apply between you (the person using our Services and any entity you’re authorised to represent that is approved by us) and Sharesies Limited or our relevant Sharesies Group entity as the case may be (Sharesies/us/we);

• we collect and use your information in line with our Privacy Policy;

• additional terms will apply if you use certain of our Services and these should be read together with these General Terms in such a case (the General Terms and any such additional terms that apply from time to time being ‘Terms’), including but not limited to:

  • Invest Terms and Conditions

  • Farmer Trading Service Terms and Conditions

  • Gift Terms and Conditions

  • Save Terms and Conditions

  • Kids Accounts Terms and Conditions

  • KiwiSaver Disclosure Documents

  • Referral Terms and Conditions

  • terms for any additional or new Services we may provide

  • any special terms that apply if you participate in a promotion or use special features.

2. Please read the Terms carefully and contact us if anything is unclear.

3. Third parties may also impose additional rules that we or you need to comply with. You agree to comply with these additional rules, which we will communicate to you through the Services. Additional terms and conditions may also apply to products offered by third parties on our Platform. You will need to agree to those third party terms and conditions (where applicable), in order to use those particular products.

4. The meaning of capitalised words used in the Terms is set out in the Dictionary at the end of these General Terms.

5. We work with others—our Support Crew—to deliver our Services to you. We may change the parties that make up our Support Crew without notice to you.

2. Service Availability

1. Other than as expressly set out in the Terms, we do not make any specific promises about the Services. We work hard to provide great Services and undertake to carry out our Services with reasonable care and skill in accordance with our obligations under law, but cannot guarantee that our Services will be 100% secure, uninterrupted, error-free, or free from bugs. We provide our Services on an ‘as is’ basis—there may be times when the Services are limited or unavailable, and we cannot guarantee that the Services will always suit your needs, or that they'll work on time.

2. We may temporarily suspend your access to, or use of, all or part of our Services if we think it’s reasonably necessary, including:

• for technical, legal, or regulatory issues (including when required by the NZX, or other regulators);

• during emergencies or periods of exceptional trading activity;

• if we deem it sensible in order to protect our customers or Sharesies;

• to ensure other services are available to you or our other customers;

• if our, our Support Crew’s, or other third party providers’, systems are unavailable or not working properly;

• to maintain or upgrade our systems.

3. From time to time, we may ask you to install updates and upgrades to keep using our Services.

4. We are not responsible to you (or any other person) for any consequences resulting from you being unable to access the Services or from the Services being unavailable at any time.

3. Information we make available

We don’t provide advice or recommendations

1. None of the information we provide is investment, financial, legal, or tax advice or recommendations, and we aren’t liable for your use of the information in that way. Any information we provide, including Market Information (defined below), should not be relied upon when making decisions.

2. You should consider seeking independent legal, financial, taxation, or other professional advice if you are unsure about an Investment or tax consequences, or when considering whether an Investment is appropriate for your particular investment objectives, financial or tax situation, or needs.

3. Any third-party links on our Services are not controlled by Sharesies. We are not responsible and make no representations, warranties, or guarantees as to the accuracy or completeness of information contained in any of the linked sites. The links are provided for your convenience only and do not imply endorsement, affiliation, or verification by Sharesies.

Market Information

4. We may display, curate, and create general investment and wealth development information or tools through our Services or Website (or both), including definitions of investing terminology, pricing information, market news, data, returns, performance information, tools for calculations, and other investor information. We call this information, and any other information we make available to you through our Services (including from our Support Crew) Market Information.

5. We own (or license) the Market Information, or it is publicly available. Market Information is only for your personal use. Do not share it, copy it, or reproduce it. Some Market Information may have extra terms you must agree to before you can access it. Any returns or information displayed may be estimates, and calculated based on the share price or exchange rate available at the time.

6. We don’t promise ongoing or continuous access to Market Information—we may change or stop providing some or all Market Information without notice.

7. We don’t guarantee Market Information will be accurate, complete, reliable, or timely or make any other promises or warranties in relation to Market Information. We’re not responsible for any loss related to unavailability, delay, inaccuracy, error, or incompleteness of any Market Information or information that is based on Market Information.

4. Your Responsibilities

1. When you use our Services, you agree to comply with Applicable Law (or any other relevant laws and regulations in any other country), the Terms, and our reasonable instructions.

2. You must not use our Services for illegal activity or to support illegal activities.

3. You must not try to introduce any kind of virus, malware, or other harmful code into the Services, or into any third-party systems that you can access through the Services.

4. You are responsible for all activity on your Account and your access to and use of the Services.

5. You must take all reasonable steps to keep your Account secure and to prevent fraudulent use, including:

• updating your password regularly, and not recording it or sharing it (or any of your other login credentials) with others;

• ensuring no one sees you enter any of your login credentials;

• not leaving your device unattended and signed in;

• keeping your electronic devices secure.

6. You must provide us with a valid email address, keep your contact details up to date in your Account, and notify us immediately of any changes.

7. You must notify us straight away if you become aware, or suspect that:

• your login credentials are known to someone else;

• there has been unauthorised access to or use of your Account.

8. Only you can use your Account, not any other person (unless otherwise agreed in writing with us).

9. You agree that we can rely on instructions through your Account as being a valid instruction from you.

10. If you notice errors in your Account or any of your instructions, you need to let us know immediately and take all reasonable steps to reduce the chance of you or anyone else suffering any loss. You agree to pay us for any Loss we incur (for example a cancellation fee, levy, or other cost that we may need to pay) because of an error in your instruction or an error otherwise caused by you.

5. Liability

Your rights under consumer law

1. If you’re a ‘consumer’ under the Consumer Guarantees Act 1993, nothing in our terms will limit any rights or remedies that you may have under the Consumer Guarantees Act 1993.

Your responsibilities when using our Services and what we’re responsible for

2. You agree that:

• if you owe us money, you’re responsible to pay all such money to us;

• you will be responsible and will indemnify us, our directors, officers, employees, agents, Support Crew, and third party providers and hold us harmless for any direct Loss we suffer and for any claim that you or anyone else makes that is in any way related to you breaking these Terms or failing to comply with Applicable Law. An indemnity means a promise to pay someone to make up for a loss they have suffered. This indemnity from you will not apply to the extent that such direct Loss is shown to be directly caused by our breach of Applicable Law, negligence, fraud, or wilful default on, or breach of, our obligations to you under the Terms.

3. You accept that:

• we’re only responsible to you for your personal direct Loss to the extent that such loss is directly caused by our:

  • breach of Applicable Law;

  • negligence;

  • fraud;

  • wilful default on, or breach of, our obligations to you under the Terms;

• we’re otherwise not responsible to you or anyone else for anything in any way related to our Services, whether for breach of contract, tort, misrepresentation, or other cause;

• we’re not responsible for anything outside our reasonable control or the reasonable control of our directors, officers, employees, agents, Support Crew, or other third party providers;

• we’re not responsible and exclude liability (whether direct or indirect) for any loss of profits, revenue, business opportunity, goodwill, or anticipated savings; any loss or damage that is not foreseeable; or any indirect, special or consequential loss or damage;

• if we are responsible to you, our total responsibility, whether for breach of contract, tort, misrepresentation, or other cause, is capped for any event or series of related events to an amount equal to the total of any applicable fees that you have paid to us for your Account in the last 12 months;

• the exclusions and limitations in the Terms apply to us, our directors, agents, employees, Support Crew, and other third party providers for our acts and omissions and their acts and omissions.

4. You agree to take reasonable steps to avoid or minimise any Loss you could sustain or incur as a result of any breach or default by us.

6. Intellectual Property Rights

1. You agree not to misuse our Services, or infringe our Intellectual Property Rights.

2. We own (or license) the Intellectual Property Rights in our Services, brand, technology, and all related materials. Except to allow for your personal enjoyment and use of or access to our Services in accordance with the Terms, you have no interest in these Intellectual Property Rights.

3. If you give feedback on our Services, we may use it without restriction or charge.

4. You must not reverse engineer, copy, modify, or create derivative works of our Services, or any part of it or them. You must not use a robot, scraper, or other unauthorised automated or manual means to access our Services or our information.

7. Confidentiality

We may both share or become aware of confidential information about each other when you use our Services. We both agree to take reasonable steps to protect each other’s confidential information and keep it from being accessed by unauthorised individuals. Either of us may share each other’s confidential information with legal or regulatory authorities to the extent legally required to do so.

8. Changes

1. You can see the most current version of the Terms on our Website. The date these General Terms were last updated is noted at the top of these General Terms.

2. We may change the Terms, our Services, or increase our fees from time to time, by giving you reasonable notice (generally 14 days’ notice) of material changes. If you don’t want to accept any change, you must stop using the relevant Services and close your Account before the changes come into effect. If you continue to access or use the relevant Services after the effective date of any change (including any increase to the fees), you will be considered as having accepted the change.

3. We can also make some changes immediately, without notice to you:

• where we determine that the change is unlikely to have a material negative impact on you or how you use the Services (for example, adding a new service or feature, fixing a bug or error, or reducing fees);

• if we are required to make a change in response to a threat (or perceived threat) to our security or systems, or for legal, regulatory, or compliance reasons (for example, cyber security changes, valid requests from an authorised agency, or acting in response to your breach of: the Terms; Applicable Law; or any other relevant laws and regulations in any other country).

9. Communication and contacting us

How we’ll contact you

1. You accept that the Services we provide are paperless services and that we’ll communicate with you electronically (such as via email, text message, direct message in our Platform, by showing a general message in our Platform or noting on our Website, or by any other reasonable means we may choose). We may send you factual information and updates about companies, Investments, or other products relevant to your Account. We may also send you information that requires a signature and use an electronic signature, and you consent to us using electronic signatures for this purpose.

How you can contact us

2. You can contact us via the following:

10. How to make a complaint

1. If you want to make a complaint, please let us know straight away. We will review your complaint carefully and provide a final response within 40 Trading Days.

Escalating your complaint

2. If we don’t resolve your complaint to your satisfaction, or if your complaint is not resolved within 40 Trading Days of us receiving your complaint, you can also free of charge direct your complaint to an external independent dispute resolution service, which is operated by Financial Service Complaints Limited. You can contact them at:

• PO Box 5967 Wellington 6140;

• 0800 347 257; or

• complaints@fscl.org.nz

11. Transferring rights and obligations under the Terms

1. We can appoint any person or business to advise on or perform any of our functions or responsibilities under the Terms. We may transfer any of our rights and obligations under the Terms in whole or in part to anyone who, at our sole discretion, meets the appropriate requirements. Any member of the Sharesies Group is entitled to enforce the Terms.

2. You can’t transfer your rights or obligations under the Terms (such as access to your Account or our Services) without our prior written consent, which we do not have to give.

12. Goodbye: Closing accounts

You can close your Account at any time

1. You can ask to close your Account at any time by giving us notice through our Service. Please note if:

• you have upcoming income due from any Investments you hold in our Services (such as a dividend), you may not be able to close your Account until this is paid to your Wallet—please contact us to discuss.

• an Investment you hold in our Services is subject to a trading halt or other restriction, you may not be able to close your Account until this Investment is able to be sold, transferred out of our Service (where we make this available), or forfeited to Sharesies (if we agree).

We can close your Account on 14 days’ notice

2. We can close your Account by giving 14 days prior written notice for any reason.

We can close or suspend your Account immediately in some circumstances

3. Without affecting our other rights or remedies, we can close or suspend your Account with immediate effect by giving you written notice, if:

• you fail to pay amounts due 7 days after being notified in writing to make payment;

• you breach any of our Terms that can't be remedied, or if such a breach can be remedied, you do not remedy that breach within 7 days of being notified in writing to do so;

• you're declared bankrupt or become subject to any liquidation or similar process, or are otherwise unable to pay your debts as they fall due;

• you breach our Code of Conduct, lie to or deceive us;

• we have reasonable grounds for believing you have breached or may breach Applicable Law or any other relevant laws and regulations in any other country;

• we have reasonable grounds for believing your Account security has been compromised or that there was or is likely to be unauthorised, fraudulent, or illegal use of your Account (such as, money laundering or financial crime);

• we believe we are required to by Law;

• a regulator, or member of our Support Crew, requests that we do;

• you don’t give us the information we request, or you do not meet any of our eligibility criteria to have an Account;

• you are, or become, a Prescribed Person.

4. If we close or suspend your Account because of any of the reasons in the first six bullet points above, you will pay us any costs and expenses associated with closing or suspending your Account, and we don't accept responsibility for loss of any kind that you suffer. We may also suspend or close any future Accounts that you create.

What happens when your Account is closed?

5. Whether you close your Account or we close your Account, the following applies:

• you agree to pay us any money you owe us, including after your Account (and any Kids Accounts under your Account) is closed;

• we won't refund any valid fees or other charges incurred;

• see our Privacy Policy for information on what happens to your personal information after your Account is closed;

• additional terms that apply to certain of our Services may specify steps that must be taken when your Account is closed, that are most relevant to that Service.

13. Details and Dictionary

General details about the Terms

1. If we have special terms that apply to a particular customer, account, product, or service, and they are inconsistent with the Terms, then the special terms will take precedence.

2. If any of the Terms is inconsistent with any Applicable Law, then the Applicable Law will apply. Other terms may be implied by Applicable Law.

3. If any part of the Terms is not valid, then that part will be removed or edited as little as possible, and the rest will continue to apply.

4. You have obligations to us under the Terms, even if we don’t insist that you perform those obligations. Similarly, if we don’t enforce our rights under the Terms, or we delay in doing so or waive them, it doesn’t mean we’ve given up those rights. Waiving criteria or rights as a one-off, does not commit us to continue to do so.

5. We still have rights and you still have obligations to us under the Terms when your Account is suspended or closed, to the extent you haven’t met all your obligations under the Terms.

6. Our Terms are governed by New Zealand law, and the New Zealand Courts have exclusive jurisdiction if there’s a dispute.

Dictionary

7. Whenever the words “for example”, “includes”, or “including” are used in the Terms, they are deemed to be followed by the words “without limitation”.

8. Some capitalised words in the Terms have a special meaning.