Investor Portal Terms & Conditions

Last updated: 5 September 2024

Introduction and how these Terms apply

First Mortgage Managers Limited (we, us, or our) provides this online investor portal (Investor Portal, and overall our Services) for investors to consider, invest and monitor the performance of investment opportunities created, managed, or administered by us (each a Scheme).

When we refer to you or your in these terms and conditions (Terms) we are referring to you, as the person using the Investor Portal or the Services, including (where applicable) any investment entity you nominate to act on your behalf through the Investor Portal (Investment Entity).

These Terms apply to you (and are legally binding) when you access and/or use the Investor Portal.

These Terms govern your access to and use of the Investor Portal only. Each Scheme will have its own specific terms and conditions, as set out in the Scheme’s product disclosure statement or information memorandum, trust deed, and any equivalent documents (Scheme Governing Documents) and the other agreements, deeds or disclosures in relation to the Scheme (in either case, the Scheme Terms). In the event of any inconsistency between these Terms and the specific terms and conditions of a Scheme (including its Scheme Terms), the specific terms and conditions of the Scheme will prevail.

 

Changes to these Terms

We may change these Terms at any time and will publish the amended Terms on the Investor Portal. We do not need to give you notice of changes that benefit you or that do not materially reduce the benefit of the Investor Portal. For any other change, we will give you reasonable notice (taking into account the circumstances).

Notice will be given by either providing a message directly to you (by email) or by posting a general notification on the Investor Portal. If you keep using the Investor Portal or our Services after the notification is provided or posted, you will be deemed to have accepted the changes. If you don’t accept any changes, you must not create a User Account and/or must notify us, and cease using our Investor Portal and Services immediately.

 

FMT does not give financial advice

We do not give any recommendation or opinion as to whether you should use our Services or make any investment through the Investor Portal.

We are not providing you with any legal, taxation, financial or other advice about the suitability or appropriateness of any Scheme made available through the Investor Portal.

Before making an investment, you must read the Scheme Terms and consider and assess whether the investment is suitable for you depending on your financial circumstances and tolerance to risk. To help with this, you should seek any independent financial, legal and/or tax advice you need before you invest or make any decision in relation to a Scheme.

The key thing to remember is that you need to make your own decision about whether any Schemes are right for you. We don’t have all the information about you or your individual financial situation and we are not providing you with any personal financial advice.

 

Risks

You acknowledge that there are risks in using the Investor Portal and our Services, and in making investments. These include, but are not limited to, those set out below:

Investment risks

Past performance is not a reliable indicator or guarantee of future performance. Making an investment involves risk and you can experience financial loss including the entire value of your investment.

Once you have completed and finalised an investment, you will not be able to reverse it and get your money back.

We make no warranties or representations as to the future value of any investment and accept no liability (of any form) for any change in value to your investment.

Different types of Schemes will be treated differently for tax purposes. In all cases, you should seek your own independent tax advice to understand your obligations.

The relevant Scheme Governing Documents explain other risks relating to each Scheme, and you should read these carefully.

Processing risks

There is a risk that your proposed transaction cannot be settled or is delayed at settlement, that processing times differ for each transaction, or a transaction may be incorrectly processed.

These risks can result from, amongst other issues:

• user error when providing transaction details;
• an error in delivering the consideration for a transaction;
• high transaction volume on the Investor Portal; and
• a failure in the Investor Portal processing systems.

Technological risks

Any networks and software, whether proprietary or third-party, connected directly or indirectly to the Investor Portal, may be subject to technical weaknesses, bugs, system failures, or hacks by external parties.

Hackers are sophisticated, and you may also be targeted by ‘phishing’ attacks or other scams. Phishing includes where third parties masquerade as our website, social media account, email support number or any of our other applications in order to steal your credentials. You should only access the Investor Portal through its official URL. Never click on a link or download an application from a third-party. We strongly recommend that you keep your credentials and password secure to prevent unauthorised account use. Your passwords should be unique to the Investor Portal and should never be shared with any other person, or stored insecurely on any personal device.

We will make reasonable efforts to notify users in the event the Investor Portal, or a specific part of the Investor Portal, has been subject to a technical weakness, bug, system failure, or hack.

Cyber security generally

The transmission of information over the internet (including to or from the Investor Portal) is not completely secure or error free. You should stop transacting when it is clear there has been a breach of security or a system failure that poses a risk to security exists (such as malware, ransomware or phishing).

 

Your User Account

To use the Investor Portal and our Services you will need to register and create a user account (User Account).

You may only create a User Account if:

• you are at least 18 years old;
• you provide accurate and complete information as required by our User Account creation process, including but not limited to, providing a valid email address (which you control) and creating a unique and robust password; and
• subject to the provisions contained in our Privacy Policy, you consent to us contacting you about your User Account (including to verify the details you have provided to us in your User Account) or the Investor Portal or Services.

Creating a User Account does not automatically qualify you to make investments via the Investor Portal. Certain Schemes will remain subject to restrictions based on their nature or the jurisdiction of investors. You may only be able to Invest where we are satisfied that we are legally able to let you do so, and this is in our sole discretion.

You agree that you will create one User Account and will not register as a user under multiple personas (whether false or not).

You must ensure that the information relating to your User Account is accurate and up to date (including but not limited to your contact details).

It is your responsibility to maintain the confidentiality, security and control of any information (including your passwords) or devices (such as mobile phones, tablets or laptops) that are required to access your User Account

You must exercise all reasonable care to ensure the safety of your User Account to prevent loss, theft and unauthorised or fraudulent use. Without limiting this requirement, you agree that you will:

• ensure the password you use for your User Account is not the same as that which you use for any other purpose;
• not share your password, login information or other security related information with any other person that may allow them to access your User Account;
• not permit or enable any other person to use or access your User Account; and
• not leave your User Account open when not in use by you.

If you become aware or suspect that your login and password to the Investor Portal have been compromised in any way, or if there has been or you suspect there has been or will be, any unauthorised use of your password or User Account, you agree that you will immediately change your password and also notify us.

You understand that anyone accessing your User Account will be able to make investments using your User Account and that we have no obligation to verify or take any steps to verify any instruction received from you or appearing to be sent by you. You are solely responsible for the activity that occurs on your User Account.

 

Making an Investment

We may, but we are not required to, make Schemes available for investment on the Investor Portal.

Where a Scheme is open for investment on the Investor Portal, you may offer to invest by submitting an allocation request on the Investor Portal (Allocation Request).

By making an Allocation Request, you warrant and confirm that you have read, understood and accept all Scheme Terms available through the Investor Portal in relation to the Scheme, including by obtaining independent advice (if required) on the particular Scheme.

Your investment in a particular Scheme, is conditional upon you:

• submitting an Allocation Request (in respect of that particular Scheme);
• meeting any preconditions to invest in the Scheme;
• completing any additional documentation we may require from you, in our sole discretion; and
• paying the full amount committed in the Allocation Request (or such lesser amount as we may specify) to us in cleared funds by the payment deadline.

You acknowledge and accept that:

• once submitted, your Allocation Request is binding and irrevocable on you; and
• for the purposes of the Contract and Commercial Law Act 2017 (NZ) you are bound by any agreement reached by us through electronic means.

We may, at our discretion:

• accept or reject your Allocation Request;
• issue you with fewer interests or units than you applied for in your Allocation Request (in such circumstances, we will refund to you any investment monies we have not accepted from you);
• meet some or all of your Allocation Request with interests or units held by an underwriter or an existing investor (in such circumstances, we will fill your Allocation Request by a transfer of interests or units
• require you to provide any further information or documents; and
• amend any of the Scheme Terms.

By submitting an Allocation Request:

• you unconditionally and irrevocably agree to be bound by the terms and conditions of the Scheme Terms for the relevant Scheme including through electronic means pursuant to the Contract and Commercial Law Act 2017 (NZ);
• you represent and warrant that all information that you have provided to us (whether through the Investor Portal or otherwise) is true, correct and complete and if there are errors in that information, then, to the extent permitted by law, those errors are at your risk and we do not accept any responsibility or liability for those error;
• you represent and warrant that you have read and accepted the Scheme Terms;
• you unconditionally and irrevocably authorise, and appoint us as your attorney, to execute any document required by the Scheme Terms on your behalf (if required);
• you accept that we have the right to not exercise the powers referred to above; and
• you indemnify and hold us harmless against all claims, costs, expenses or losses incurred by us (including without limitation, all legal costs) arising (directly or indirectly) from our valid exercise of the powers referred to above.

Compliance with laws

As a condition of your access to or continued use of the Services or the Investor Portal, we will require you or any person connected to you (such connection determined by us at our discretion) to answer, provide or otherwise confirm the truth, accuracy and completeness of any information or document we may request, at our discretion, for the purpose of our compliance with any law, including without limitation, the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (NZ) (AML/CFT Act).

We may, at our discretion, immediately and indefinitely refuse your access to the Services or the Investor Portal, without prior notice, if we have reason to believe (at any time) that:

• any communication, information or document you or any person connected to you has provided or procured the provision of, is not materially true or accurate or is no longer materially true or accurate;
• we are required by law to refuse your access to the Services or the Investor Portal;
• your use of the Services or the Investor Portal may result (or has resulted) in us breaching any law or incurring any liability, including without limitation, under the AML/CFT Act; and
• your use of the Services or the Investor Portal may result (or has resulted) in you breaching any law.

We will not be liable for any loss, of any form, resulting from your inability to access our Services or the Investor Portal.

 

Privacy and Data Collection

Our Privacy Policy (available on the Investor Portal and our website) sets out how we collect, use and store your personal information. By creating a User Account and/or accessing or using the Investor Portal or Services, you agree and consent to the collection, use, storage, disclosure and distribution of your personal information in accordance with our Privacy Policy.

 

Your use of the Investor Portal and Services

You continually warrant to us that:

• you are a bona fide user of the Investor Portal and the Services for the purposes of making investments;
• you are legally permitted to enter into these Terms;
• you are not legally precluded from using the Investor Portal and/or our Services; and
• you are not an associate of any other investor in relation to a potential investment.

You acknowledge and agree that we are not acting as your agent for any purpose.

You acknowledge that Allocation Requests are processed through the Investor Portal in accordance with your instructions, and you should carefully verify all instructions before making any investments. If there is an error in those instructions, then that is at your risk and we do not accept any responsibility or liability for those errors.

When using the Investor Portal and Services, you acknowledge and agree that you will comply with all applicable laws. Without limiting this requirement, you will not use the Investor Portal or the Services to engage in any restricted, unlawful or criminal activities, including without limitation:

• financing terrorist organisations;
• money laundering;
• illegal gambling;
• theft or fraud;
• Ponzi or pyramid schemes; or
• computer hacking.

You agree you will not do anything that may directly or indirectly interfere with or negatively affect the operation of the Investor Portal, the Services or other users’ use and enjoyment of the Investor Portal or the Services. Without limiting this requirement, you will not:

• attempt to access any User Account, or the data, investments, tokens, or keys associated with any User Account, other than your own;
• interfere with or attempt to impair the Investor Portal or our Services or transmit software viruses, worms, other harmful files or other malware;
• attempt to decipher, decompile, disassemble or reverse engineer, copy, replicate, publish, or broadcast, frame, deep link to or otherwise distribute any of the software, the databases or the information used to provide the Investor Portal or Services;
• use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tool, program, algorithm or methodology to access, copy or monitor the Investor Portal or our Services;
• modify, reroute, or gain access to the Investor Portal or our Services other than as permitted by these Terms;
• post or upload any content that contains any viruses, or infringes any third party’s rights or privacy or intellectual property rights;
• use the Investor Portal or our Services to breach any law or regulation or harm any other person or entity;
• use the Investor Portal or the Services for any illegal, immoral, indecent or inappropriate purpose; or
• use systematic, repetitive or other related methods which are designed to generate or obtain repetitive and repeated amounts of data or other information from or to the Investor Portal or which may otherwise place an unreasonable load on the infrastructure of the Investor Portal, and for the avoidance of doubt, any action referred to above includes any attempt to perform that action (no matter how remote).

You will not use the Investor Portal or Services for purposes which are competitive to the Investor Portal, the Services, or our business or which would otherwise be detrimental or prejudicial to our interests in any way.

You will comply with all applicable security guidelines and procedures required and made known to you by us.

 

Charges and Payment

You agree to promptly pay all fees, charges and commissions in connection with, your use of the Services and the Investor Portal and your investment in a Scheme as set out on the Investor Portal and/or the relevant Scheme Terms. You agree to pay any goods & services or other tax in relation to any investment.

 

Links to third parties

The Investor Portal and Services may contain links to third party websites, Investor Portals, services, and content. When you access these, you do so at your own risk. We do not verify or endorse any third party capability or content and we are not responsible for what is contained at such third party locations.

 

Intellectual property

You agree that all right, title and interest (including all copyright, trade mark, service marks, and other intellectual property rights of any kind, whether registered or unregistered) in the Investor Portal or Services (whether present or future) belong to us and/or our licensors, as applicable.

When using the Investor Portal or the Services, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Investor Portal and Services only as required for your use of the Investor Portal or the Services as expressly permitted in these Terms.

You may only download and print information from the Investor Portal for your own personal or internal business purposes related to your use of the Investor Portal or the Services.

We are permitted to gather information, subject to complying with our Privacy Policy and applicable privacy laws, relating to use of the Investor Portal and the Services by our users (including you). This information may include details relating to the frequency, volume, and the nature of transactions undertaken via the Investor Portal. We gather this information for the purposes of understanding, tuning, and promoting and the Investor Portal and the Services. You accept that any investment strategy you may employ may be discovered and disclosed by us and you grant us a non-exclusive, transferable, royalty-free, irrevocable, sub-licensable and worldwide licence to distribute, exploit, translate and create derivative works from any of your methodologies or practices without attribution.

We reserve all right, title and interest not expressly granted under this licence to the fullest extent possible under applicable laws.

 

Termination

You may at any time, for any reason, close your User Account by contacting us and requesting for your User Account to be closed.

We may refuse to create a User Account for you, or we may close your User Account and terminate, suspend or modify your access to the Investor Portal or Services without giving any prior notice to you where we consider we have good cause. Without limiting this requirement, we may refuse to create a User Account, or we may terminate, suspend or modify your access, in the following circumstances:

• you breach these Terms;
• you impersonate another person or provide any false information when creating a User Account;
• we receive a serious complaint or multiple complaints about you from any other person;
• we consider your conduct, directly or indirectly, puts us, our Investor Portal or any other person at risk;
• we deem your behaviour to be unacceptable;
• we consider your conduct may bring us into disrepute or adversely affect us or any other users’ reputation or image;
• we consider that your continued use of the Investor Portal or the Services may result in a breach of law by us (or any of our licensors or service providers) or will otherwise detrimentally affect the reputation of us (or any of our licensors or service providers; or
• we receive a request from a law enforcement or government agency to do so.

We may discontinue providing the Investor Portal and the Service for any reason and where we do so we will notify you.

In the event your User Account is closed and/or either party terminates these Terms:

• we may immediately do anything in order to deny your access to the Investor Portal;
• any amounts you are required to pay us (whether or not it is due to be paid) must be immediately paid to us;
• we may set-off any amounts that are payable to you in connection with your User Account your use of the Investor Portal and our Services (including without limitation, any cash proceeds from the liquidation of your investments) against any amounts payable by you in connection with your User Account (including without limitation, any fees or charges you must pay us); and
• we may at our discretion, if we have reason to believe doing so may cause any risk to us (including without limitation, financial risk), other users of the Investor Portal, our Investor Portal or our Services, delay making any payment to you until we believe such a risk has dissipated.

Warranties and disclaimers

To the extent permitted by law, we make no warranty or representation (either express or implied) about the Investor Portal or Services, including no warranty or representation that use of the Investor Portal and Services will be:

• uninterrupted, secure, or error-free (including free from viruses, vulnerabilities or other malicious code);
• of any quality (including of a merchantable quality), fit for a particular purpose, or non-infringing; or
• compatible with your device.

You acknowledge that the Investor Portal may not contain all information you require in order to evaluate whether or not you should make an investment. We do not warrant the accuracy or correctness of information displayed on the Investor Portal and give no warranties or guarantees or accept any liability (except that which cannot be excluded by law) in relation to the statements, representations and information displayed on the Investor Portal.

The Schemes information displayed in the Investor Portal is general information and does not take into account your personal financial situation or your personal investment objectives, and you should not interpret any offer you receive as being appropriate for you or constituting personalised financial advice.

By using the Investor Portal and Services, you accept that it is your responsibility to determine whether and to what extent, any taxes apply to any investments you may make.

You warrant that you will at all times comply with all relevant laws and regulations in your access and use of the Investor Portal and the Services, and provide true, accurate and complete information, and you will cooperate in any investigation relevant to your use of our Investor Portal and/or the Services

 

Liability

The exclusions and limitations in these Terms apply whether any claim or liability arises in under contract, tort (including for our negligence), breach of a statutory duty or any other cause of action.

To the fullest extent permitted by law, we are not liable to you (or any of your Investment Entities) for any loss, costs, liability, claims, expenses or damages (including direct or indirect, special, incidental, consequential or exemplary) (Loss) arising from or in relation to:

• your use of the Investor Portal or Services and your investment decisions;
• corruption or loss of data or other information;
• malware that may be transmitted to your computer by use of the Investor Portal;
• negligent, malicious or wilful acts or omissions of third parties;
• telecommunications unavailability, interruption, delay, failure or fault;
• our decision to change, modify, suspend or discontinue the Investor Portal or Services or your User Account;
• maintenance or repairs carried out by us or any third party service provider in respect of any systems used in connection with the provision of the Investor Portal or Services;
• any events beyond our reasonable control;
• any decision to withdraw a Scheme; or
• any decision to amend any Scheme Terms,

except to the extent such Loss arises directly and solely as a result of our negligence or fraud.

To the fullest extent permitted by law, we are not liable for any loss of profit or any loss of opportunity.

Our maximum liability to you in connection with any and all Loss arising from your use or inability to use the Investor Portal or Services, under contract, tort (including for our negligence) or any other cause of action, will not exceed the total fees you have paid or are liable to pay to us in connection with your legitimate use of the Investor Portal and our Services over the last 12 months.

Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by New Zealand consumer legislation or any other applicable law that cannot be excluded, restricted or modified. If you are a “consumer” for the purposes of the Consumer Guarantees Act 1993 (NZ), our services come with guarantees that cannot be excluded and you have a right of redress against us if our services do not comply with the guarantees under that Act.

 

General

You may not assign, transfer or sub-contract any of your rights or obligations under these Terms.

We may provide you with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication through the Investor Portal.

If any part of these Terms is, or becomes, legally invalid or unenforceable, then that part will be removed or amended as necessary and the remainder of these Terms will continue to apply.

If we do not exercise or enforce any rights available to us under these Terms, that does not constitute a waiver of those rights.

Any reference to any document, including these Terms, includes a reference to that document as amended or replaced from time to time.

A reference to an enactment or any regulation is a reference to that enactment or regulation as amended or substituted, and a reference to an enactment includes regulations made under that enactment.

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with New Zealand law and shall be subject to the exclusive jurisdiction of the courts of New Zealand.

These Terms (including our Privacy Policy) constitute the whole agreement and understanding between you and us in relation to the use of our Investor Portal and Services. By using our Investor Portal and/or Services you consent and agree to the processing of your personal information and our use of cookies in accordance with them. Except in case of fraud, all previous agreements, understandings, undertakings, representations, warranties, promises and arrangements between you and us relating to the subject matter of these Terms or your use of our Investor Portal or our services are superseded, except as otherwise expressly stated in these Terms.

If you have any questions in relation to these Terms or the Investor Portal or Services, you can contact us at [email protected].