Terms of Service

Last updated: 1/1/2025

1. Acceptance of Terms

By accessing, browsing, or using the Wholesale Investor NZ platform ("Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service ("Terms") and our Privacy Policy. If you do not agree to these Terms, you must not use the Platform.

We reserve the right to modify these Terms at any time. Your continued use of the Platform after changes are posted constitutes acceptance of the modified Terms.

2. Eligibility and Wholesale Investor Status

2.1 Wholesale Investor Requirement

This Platform is exclusively for wholesale investors as defined in the Financial Markets Conduct Act 2013 (FMCA). By using this Platform, you represent and warrant that you meet at least one of the following criteria:

• You are an investment business
• You meet the investment activity criteria (having made investments of at least $1 million in the preceding two years)
• You have net assets of at least $5 million
• You earn income of at least $250,000 in each of the last two financial years
• You are otherwise a wholesale investor under the FMCA

2.2 Verification

We may require you to provide evidence of your wholesale investor status. Providing false information may result in immediate termination of your access and potential legal consequences.

2.3 Age Requirement

You must be at least 18 years old to use this Platform.

3. Platform Services

3.1 Directory Service

Wholesale Investor NZ operates as an independent directory and information platform. We:

• Provide information about investment opportunities from various providers
• Facilitate connections between investors and investment providers
• Offer educational content and market insights
• Aggregate investment opportunities in one accessible location

3.2 Not an Investment Advisor

We do NOT:

• Provide financial, investment, tax, or legal advice
• Manage investments or act as a fund manager
• Guarantee investment returns or outcomes
• Receive commissions or fees from featured investments (unless explicitly disclosed)
• Endorse or recommend specific investments

4. User Accounts and Responsibilities

4.1 Account Registration

To access certain features, you may need to create an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and update your information to keep it accurate
• Maintain the security of your password and account
• Notify us immediately of any unauthorized access
• Accept responsibility for all activities under your account

4.2 Account Termination

We reserve the right to suspend or terminate your account at any time for:

• Violation of these Terms
• Fraudulent or illegal activity
• Provision of false information
• Failure to meet wholesale investor eligibility
• Any other reason at our sole discretion

5. Acceptable Use

5.1 Permitted Use

You may use the Platform to:

• Browse and research investment opportunities
• Connect with investment providers
• Access educational content and resources
• Manage your investor profile and preferences

5.2 Prohibited Activities

You agree NOT to:

• Use the Platform for any illegal purpose or in violation of any laws
• Impersonate any person or entity or misrepresent your affiliation
• Scrape, harvest, or collect data from the Platform using automated means
• Attempt to gain unauthorized access to the Platform or other users' accounts
• Upload viruses, malware, or other malicious code
• Interfere with the proper functioning of the Platform
• Use the Platform to spam, harass, or abuse others
• Reverse engineer, decompile, or disassemble any part of the Platform
• Remove or modify any copyright, trademark, or proprietary notices
• Share your account credentials with others
• Use the Platform if you do not meet wholesale investor criteria

6. Intellectual Property Rights

6.1 Our Content

All content on the Platform, including text, graphics, logos, images, videos, software, and compilation thereof ("Content"), is the property of Wholesale Investor NZ or our licensors and is protected by New Zealand and international copyright, trademark, and other intellectual property laws.

6.2 Limited License

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for personal, non-commercial purposes in accordance with these Terms.

6.3 Restrictions

You may not reproduce, distribute, modify, create derivative works, publicly display, republish, download, store, or transmit any Content except as permitted by these Terms or with our prior written consent.

6.4 Trademarks

"Wholesale Investor NZ" and related logos are trademarks of Wholesale Investor NZ. You may not use these trademarks without our prior written permission.

7. Investment Information and Disclaimers

7.1 Information Accuracy

While we strive to ensure information accuracy, we:

• Do not verify all information provided by investment providers
• Cannot guarantee the accuracy, completeness, or timeliness of any information
• Are not responsible for errors, omissions, or outdated information
• May display information that has been provided by third parties

7.2 Not Financial Advice

All information on this Platform is for informational purposes only and does NOT constitute financial, investment, tax, or legal advice. You should:

• Conduct your own independent research and due diligence
• Seek professional advice from qualified advisors before investing
• Understand that past performance is not indicative of future results
• Recognize that all investments carry risk, including loss of principal

7.3 Investment Risks

You acknowledge and understand that:

• All investments carry risk of loss, including total loss of capital
• Investment values may fluctuate and returns are not guaranteed
• Past performance does not predict future returns
• Some investments may be illiquid and difficult to sell
• You are solely responsible for your investment decisions

8. Third-Party Content and Links

The Platform may contain links to third-party websites and display content from investment providers. We are not responsible for:

• The accuracy, legality, or content of third-party materials
• The practices or policies of third-party websites
• Any transactions between you and third parties
• The performance or conduct of investment providers

Your interactions with third parties are solely between you and that third party.

9. Privacy and Data Sharing

Your use of the Platform is governed by our Privacy Policy. By using the Platform, you consent to:

• Our collection and use of your personal information as described in the Privacy Policy
• Sharing your information with investment providers when you express interest in their opportunities
• Sharing your information with our partners and service providers
• Our use of cookies and tracking technologies

10. Disclaimers and Warranties

10.1 "AS IS" Provision

THE PLATFORM AND ALL CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• Warranties of merchantability, fitness for a particular purpose, or non-infringement
• Warranties that the Platform will be uninterrupted, error-free, or secure
• Warranties regarding the accuracy, reliability, or quality of any information

10.2 No Guarantee

We do not warrant or guarantee:

• The suitability of any investment for your circumstances
• The accuracy or completeness of investment information
• The performance or returns of any investment
• That the Platform will meet your requirements
• That the Platform will be available at all times

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WHOLESALE INVESTOR NZ, ITS DIRECTORS, EMPLOYEES, AFFILIATES, AND PARTNERS SHALL NOT BE LIABLE FOR:

• Any investment losses or financial damages
• Any indirect, incidental, special, consequential, or punitive damages
• Any loss of profits, revenue, data, or business opportunities
• Any damages resulting from unauthorized access to your account
• Any damages arising from third-party content or conduct
• Any damages from errors, omissions, interruptions, or delays in the Platform

11.2 Maximum Liability

If we are found liable despite the above limitations, our total liability shall not exceed NZD $100 or the amount you paid us in the 12 months preceding the claim, whichever is greater.

12. Indemnification

You agree to indemnify, defend, and hold harmless Wholesale Investor NZ, its directors, officers, employees, affiliates, and partners from any claims, liabilities, damages, losses, costs, or expenses (including legal fees) arising from:

• Your use or misuse of the Platform
• Your violation of these Terms
• Your violation of any rights of third parties
• Your investment decisions
• Any false information you provide

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of New Zealand. Any disputes shall be subject to the exclusive jurisdiction of the New Zealand courts.

13.2 Informal Resolution

Before initiating formal proceedings, you agree to contact us at legal@wholesaleinvestor.co.nz to seek informal resolution of any dispute.

14. Modifications to the Platform

We reserve the right to:

• Modify, suspend, or discontinue any part of the Platform at any time
• Change features, functionality, or content without notice
• Impose limits on certain features or access to the Platform
• Remove or modify any content at our discretion

We shall not be liable for any modifications, suspensions, or discontinuations.

15. Termination

15.1 By You

You may stop using the Platform at any time by closing your account.

15.2 By Us

We may terminate or suspend your access immediately, without notice, for:

• Violation of these Terms
• Fraudulent or illegal activity
• Requests by law enforcement or government agencies
• Any reason at our sole discretion

15.3 Effect of Termination

Upon termination:

• Your right to use the Platform ceases immediately
• We may delete your account and data
• Sections 6-13 of these Terms survive termination

16. General Provisions

16.1 Entire Agreement

These Terms, together with our Privacy Policy and Disclaimer, constitute the entire agreement between you and Wholesale Investor NZ regarding use of the Platform.

16.2 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

16.4 Assignment

You may not assign or transfer these Terms without our written consent. We may assign our rights and obligations without restriction.

16.5 Force Majeure

We shall not be liable for any failure or delay in performance due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, or technical failures.

17. Regulatory Compliance

You are responsible for ensuring your use of the Platform and any investments you make comply with all applicable laws and regulations in your jurisdiction, including:

• Financial Markets Conduct Act 2013
• Anti-Money Laundering and Countering Financing of Terrorism Act 2009
• Privacy Act 2020
• Tax laws and reporting requirements

18. Contact Information

For questions about these Terms of Service, please contact us:

• Email: legal@wholesaleinvestor.co.nz
• Subject Line: "Terms of Service Inquiry"

19. Acknowledgment

BY USING THIS PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, YOU MUST NOT USE THE PLATFORM.