Investor Agreement

This agreement applies to Investors. If a company wishes to register with Equitise as an Issuer, the company will need to complete an application and enter into an Issuer Agreement with us.

Warning statement - New Zealand
  • Equity crowdfunding is risky.

  • Issuers using Equitise’s facility include new or rapidly growing ventures. Investment in these types of businesses is very speculative and carries high risks.

  • You may lose your entire investment, and must be in a position to bear this risk without undue hardship.

  • New Zealand law normally requires people who offer financial products to give information to investors before they invest. This requires those offering financial products to have disclosed information that is important for investors to make an informed decision.

  • The usual rules do not apply to offers by issuers using Equitise’s platform to raise funds. As a result, you may not be given all the information usually required. You will also have fewer other legal protections for this investment.

  • Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

Warning statement - Australia
  • If you are resident in Australia and access, receive or accept an Offer through the Platform, you must be, and you represent and warrant to Equitise that you are, a sophisticated or professional investor within the meaning of sections 708(8) or section 708(11) of the Corporations Act 2001 (Cth) and a wholesale client within the meaning of section 761G of the Corporations Act 2001 (Cth). If this applies to you, we or the Issuer may require further information from you in order to accept your investment.

Warning statement - Rest of the World
  • If you reside - or access, receive or accept an Offer through the Platform - outside New Zealand or Australia, you represent and warrant that you are able to do so without contravening any applicable legal restriction in that other jurisdiction. If this applies to you, we or the Issuer may require further information from you and/or may refuse your investment.

Equitise Pty Limited (NZBN 9429041331231) (Equitise, we, our or us) provides an equity crowdfunding service under which companies offer shares, and investors accept those offers, via the Equitise website located at www.equitise.com (Platform).

This Investor Agreement is entered into between Equitise and any person (Investor or you) who wishes to consider subscribing for shares in a company (Issuer) in response to an offer (Offer) made by the Issuer through the Platform (Investment). Syndicates who wish to gain access and use the Platform to syndicate potential investments (each a Syndicate or you) to their Members and to other syndicates and investors can also register under this Investor Agreement. Syndicates may also appoint Authorised Representatives who must agree to be bound by those terms of this Investor Agreement which apply to them.

Where, as part of an Offer, your shares are required to be held by our nominee company Equitise Nominees Limited (Nominee), the Nominee is a party to this Investor Agreement in respect of holding legal title to your shares only

1. Incorporation of other terms

By agreeing to this Investor Agreement you acknowledge that you have read, understood and agreed to:

  • the Equitise Terms of Use, accessible here;

  • the Equitise Privacy Policy, accessible here; and

  • the Equitise disclosure statement and warning statement on this page and on the home page of the Platform, which are also accessible here and here

2. Registration

2.1 You will be able to access the Platform fully, view Offers and use our services once you have signed up with us by:

  • providing us with your name and email address; and

  • we have notified you of your successful sign up.

If you are an Overseas Investor (see clause 2.5 below), by signing up with us you are representing and warranting that you are able to access, receive and/or accept an Offer through the Platform without contravening any applicable legal restriction in the jurisdiction in which you reside, conduct business or receive this Offer.

If you are joining as a Member of a Syndicate, you will also be automatically signed up with us as an Investor and subject to this Investor Agreement.

2.2 Once you have signed up with us, you will be entitled to:

  • view all Offers on the Platform; and

  • submit questions to the Q&A section in each Offer,

but you will not be able to subscribe for any shares in an Issuer under an Offer or, if you register as a Syndicate, receive any of the Syndicate Services described in clause 6.2 below, until you have registered with us as an Investor or Syndicate (as applicable) and entered into this Investor Agreement.

If you are a Syndicate that invests through a Syndicate vehicle you must also register as an Investor.

2.3 After you have signed up with us, you must provide the following information to register with us as an Investor or a Syndicate:

  • your full legal name and, in the case of a company, partnership or other vehicle, your company number or business number (or any equivalent details in any jurisdiction);

  • your New Zealand residential address (for individuals) or your registered office and address for service (for companies, partnerships or other vehicles);

  • if you are registering with us to use our services as a trustee of a trust, the full legal name, residential address and email address of each trustee of that trust; and

  • any other information requested by us.

2.4 If you are applying to register as an Investor from Australia or if you are a citizen or resident of Australia (for individuals) or a company incorporated in Australia (for companies), in addition to the information specified in clause 2.3, you must also provide to us your completed Excluded Party Declaration Form (and Accountant's Certificate, if applicable) providing details of your exclusion from the requirement for disclosure in accordance with Chapter 6D of the Corporations Act 2001 (Cth).

2.5 If you are applying to register as an Investor or a Syndicate from outside of New Zealand or if you are not a citizen or resident of New Zealand (for individuals) or a company incorporated in New Zealand (for companies), (Overseas Investor), you are solely responsible for ensuring that it is lawful for you to access and receive Offers and to make Investments. Each Investor who is, or becomes, an Overseas Investor indemnifies Equitise and its employees, officers, agents and contractors from and against (without limitation) any losses, expenses, claims or costs (including out of pocket expenses and charges for our time) incurred as a result of the Overseas Investor’s failure to comply with this clause 2.5. For the purposes of this clause, an Australian Investor is an Overseas Investor.

2.6 If the application to register as an Investor or a Syndicate is made for a company, the application must be made by a director of the company. By entering into this agreement, the person confirms that he or she is authorised to make the application and enter into this Investor Agreement on behalf of the company and that the company is bound by the terms of this Investor Agreement. The person must provide in relation to the person as well as in relation to the company the information in clause 2.3 and, if applicable, 2.4, and any other information requested by us to verify the person’s authority to make the application and enter into this Investor Agreement on behalf of the company.

2.7 If the application to register as an Investor or a Syndicate is made for a limited partnership, the application must be made by a director of the general partner of that limited partnership. By entering into this agreement, the person confirms that he or she is authorised to make the application and enter into this agreement on behalf of the limited partnership and that the limited partnership is bound by the terms of this agreement. The person must provide in relation to the person as well as in relation to the limited partnership the information in clause 2.3 and, if applicable 2.4, and any other information requested by us to verify the person’s authority to make the application and enter into this agreement on behalf of the limited partnership.

2.8 If the application to register as an Investor or a Syndicate is made by the trustees of a trust, each trustee who makes this application confirms that he or she is authorised to make the application and enter into this Investor Agreement in his or her capacity as a trustee of the trust under the terms of the trust. To avoid doubt, each such trustee must provide the information in clause 2.3 and, if applicable, 2.4 (as applicable), and any other information requested by us to verify the person’s authority to make the application and enter into this Investor Agreement.

2.9 In addition to the information required under clauses 2.3 to 2.8, you must provide us with any other information that we may request from you, including (without limitation) any information for the identification of the Investor or Syndicate (or Syndicate Members and Authorised Representatives) and information about the sources of funds being provided by you in relation to any Investment.

2.10 While you are registered with us as an Investor or a Syndicate, you must keep information provided to us under clauses 2.3 to 2.9 up to date and notify us of any changes.

2.11 By completing the process of registration as an Investor or a Syndicate, you confirm that you are at least 18 years (for individuals).

2.12 You may only sign up with us once. You must not create, or attempt to create, more than one sign up for yourself by using different email addresses or other identifying information.

2.13 You acknowledge that the Offers are not offers to the public in the United States, Canada or Japan, or any other jurisdiction where such an offer may be unlawful or require the Issuer, a Syndicate, Equitise or any other person to be registered or take any other step under the securities laws or otherwise of such jurisdiction.

3. Checks on Issuers

3.1 We (or our third party service providers) will undertake limited preliminary checks on each Issuer and its directors and senior managers before we permit the Issuer to raise funds through our Platform. These checks (Checks) will be undertaken within 10 business days before the Issuer's Offer goes live on the Platform and, where the Issuer is a New Zealand company, consist of:

  • checks of the Companies Office website to confirm that the Issuer is registered, that the directors and shareholders are as we have been advised and that no director is disqualified;

  • checks of the Insolvency Register (for the company) and Summary Instalment Order Register (for the directors);

  • general internet searches for evidence of any director being bankrupt or involved with insolvent companies or the Issuer being involved in any litigation or dispute; and

  • checks of our records to determine whether the Issuer has previously raised funds through us, and if so, when and how much.

Where the Issuer is not a New Zealand company, we will use reasonable efforts to carry out equivalent checks in relation to the above in the home jurisdiction of the Issuer.

3.2 If we consider that our Checks have disclosed any fact that we consider raises areas of concern about the Issuer or its directors or senior managers, we reserve the right to refuse to permit that Issuer to raise funds through our Platform or to withdraw any Offer at any time.

3.3 In addition to our Checks, we may, in our sole discretion and at any time (including after an Offer has gone live on our Platform), consider that an Issuer is not suitable for raising funds through our Platform, and accordingly refuse to permit that Issuer to use our Platform and our services to raise funds or withdraw any Offer at any time. This may arise due to, for example, our view of the interests and appetite of our investors, or the relative attractiveness of the proposed fund raising of the Issuer in relation to other offers or potential offers at that point in time.

3.4 We will apply our Fair Dealing Policy (a copy of which is available at your request) when considering whether an Issuer is suitable for raising funds through our Platform.

3.5 We do not monitor the Issuers or their directors and senior managers after we have undertaken our Checks (including, without limitation, during the period the Offer is live on the Platform).

3.6 Our Checks, or the fact that any company is permitted to use our Platform and our services,will not provide any guidance as to the performance of any Issuer or the results of any Investment in that Issuer and you should not rely on them when making any decision to invest or taking any action of any kind. We do not verify the content of any Offer material and we make no warranties or representations (whether express or implied) related to the accuracy, completeness, or reliability of the content of any Offer material.

4. Investment Process

4.1 The offer period (Offer Period) for each Offer will be the period starting on the date on which the Offer is open for Investment on the Platform and ending on the earlier of:

  • the closing date specified in the Offer;

  • the date and time the Issuer withdraws the Offer. The Issuer may withdraw the Offer if required by us, or as a result of a material adverse change affecting the Offer; and

  • the date and time the Issuer meets its maximum level of investment set out in its Offer.

4.2 An Issuer may, in its sole discretion, refuse to permit any Overseas Investor from accepting its Offer, or restrict or place conditions on Overseas Investors wishing to accept its Offer.

4.3 An Offer will be accompanied by an investment agreement between the Issuer and each Investor (Investment Agreement). You will be able to accept an Offer by entering into the Investment Agreement (which you can do by signing the Investment Agreement electronically by typing in your name in the signature field provided (electronic signature)) during the Offer Period.

4.4 If you are accepting an Offer as a trustee of a trust, signing the Investment Agreement by electronic signature you represent and warrant to us that all the trustees of that trust have approved the Investment and that you are duly authorised to take any step to effect the Investment under the terms of the trust.

4.5 The Investment Agreement will set out the terms and conditions of your Investment, including the issue of shares to you or, if applicable, the Nominee by the Issuer in accordance with the Investment Agreement. By entering into the Investment Agreement (via electronic signature), you agree to its terms, including the obligation to pay the relevant subscription price for the shares in the Issuer (Subscription Amount).

4.6 When you accept an Offer, you must pay the Subscription Amount by direct debit. You will be directed to a payment page which will authorise us to debit the Subscription Amount from your nominated New Zealand or Australian bank account (Nominated Bank Account). The Subscription Amount will be debited from your Nominated Bank Account within three days from the date you enter into the Investment Agreement. You must ensure that you have sufficient funds in your Nominated Bank Account to pay the Subscription Amount from the date you enter into the Investment Agreement to the date we debit the Subscription Amount from your Nominated Bank Account.

4.7 Payment of the Subscription Amount to our trust account in accordance with this Investor Agreement and the Investment Agreement will be a full discharge of your obligation to the Issuer to pay that amount.

4.8 You irrevocably authorise us to:

  • hold the Subscription Amount in our trust account, in accordance with clause 7; and

  • pay the total Subscription Amount to the Issuer (without interest, and less any fees owing by the Issuer to us on completion of the Investment (Completion)).

To avoid doubt, the irrevocable authority given in this clause 4.8 survives termination or suspension of your registration with us.

4.9 Completion will take place within 14 days after the end of the Offer Period and/or otherwise in accordance with the Investment Agreement.

4.10 Equitise works on an all or nothing basis. This means that if an Issuer does not meet the target level of investment sought by the Issuer, specified in the Offer, (target level of investment) by the closing date specified in the Offer, or the Offer is withdrawn or terminated before the closing date specified in the Offer:

  • Completion will not take place;

  • any Investment Agreement entered into between the Issuer and the Investor will be cancelled and be of no effect; and

  • we will return the relevant Subscription Amount to you to your Nominated Bank Account (without interest) within 14 Business Days of us notifying you that the Offer was not successful.

4.11 If an Issuer meets or exceeds its target level of investment but the total aggregate subscription amount actually received by Equitise by all investors under the Offer(Total Amount Paid) is less than the target level of investment (which may happen if any investor withdraws or fails to pay its subscription amount):

  • you will still be required to invest if the Total Amount Paid is at least 90% of the Issuer’s target level of investment, and clause 4.7 will apply; or

  • if the Total Amount Paid is less than 90% of the Issuer’s target level of investment, the Issuer may cancel the Investment Agreement, and we will return the Subscription Amount to you (without interest).

4.12 You may only invest in an Investment for yourself in your own name and must ensure that all Investments made through the Platform are made on your own behalf. If you are investing in an Investment as a trustee of a trust, you must ensure that all Investments made through the Platform are made in your capacity as a trustee of that trust.

4.13 We will hold the Subscription Amounts in a trust account with a registered bank in New Zealand or a bank which is an authorised deposit-taking institution in Australia (as we determine considering the origin of the funds) (in either case, Bank). You waive any liability the Bank may have to you arising out of a breach of trust by us (or any of our employees, agents or representatives). You acknowledge that the Bank is entitled to rely and act on any instruction from us relating to any amounts held in our trust account (including any Subscription Amount) without any further enquiry or liability.

5. The Equitise nominee arrangement

5.1 This cause 5 applies where, as part of an Offer, your shares are required to be held by the Nominee.

5.2 The Nominee acknowledges that it will hold legal title to your shares as bare trustee for you in accordance with this Investor Agreement and the relevant Investment Agreement. You will enjoy full beneficial ownership of the shares. This will be a separate bare trust from any other trust of shares or other property for any other investors in that Offer or any other offer. In this clause 5, “shares” includes any bonus or additional shares or financial products issued in relation to your original shares by the Issuer.

5.3 As a bare trustee, the Nominee will act in relation to the shares in accordance with your instructions, including as to transfer of the shares. The ability to transfer shares (or an interest in the shares) may, however, be restricted by your agreements with the Issuer under the Investment Agreement or by the constitutional documents of the Issuer.

5.4 If your arrangements with the Issuer permit a transfer of the beneficial interest in your shares, prior to any such transfer (direct or indirect), you must give us notice in writing, provide us any information we require in relation to the transferee and obtain and deliver to us a binding agreement on the part of any transferee to comply with the terms of this Investor Agreement (in relation to the shares and the trust), the Investment Agreement and any other binding arrangements with the Issuer, in a form acceptable to us and to the Issuer.

5.5 All instructions or directions given by you to the Nominee must be consistent with the terms of this Investor Agreement and the Investment Agreement and you must not instruct or direct the Nominee to act in a manner that is inconsistent with those terms or may cause the Nominee to breach any law. Instructions to the Nominee must be in a form acceptable to us. Neither we nor the Nominee will have any liability for following any instruction we believe to be genuine.

5.6 We may act as agent for you in respect of the Nominee holding your shares including in relation to giving any notice or taking any step in relation to your shares. You appoint us generally to administer the trusts to which the Nominee is subject.

5.7 You authorise us, as agent, without any need for further instructions, to direct the Nominee to attend to all non discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the shares of any kind.

5.8 In relation to discretionary corporate actions (such as voting the shares), we will use reasonable efforts to keep you informed and to obtain your instructions and will instruct the Nominee to act in accordance with such instructions where practicable and where legally able to do so. If you do not give instructions in the time requested, you authorise Equitise to give any instruction to the Nominee on your behalf without liability for Equitise or the Nominee of any kind, including where they take no action. You acknowledge that as shares may be held together with shares held for other investors, you may not benefit from certain corporate actions to the same extent you might have benefited if your shares were registered in a separate parcel.

5.9 Any income or payment received by the Nominee in relation to the shares will be held on the same trust and paid to you as soon as reasonable practicable, subject to any withholding required by law in any jurisdiction.

5.10 The Nominee will maintain records showing ownership of your shares and we will direct it to comply with all New Zealand laws in relation to assurance audit and provision of the nominee service. You agree to the Nominee providing all information in relation to its holding of your shares through an electronic facility available on a substantially continuous basis, or otherwise in accordance with applicable law.

5.11 You must indemnify us and the Nominee and our employees, officers, agents and contractors from and against any losses, expenses, claims or costs (including, without limitation, out of pocket expenses, legal expenses on a solicitor and own client basis, and charges for our time) incurred in relation to the holding of your shares, other than the ordinary day-to-day administrative costs of administering the Nominee arrangement.

5.12 In addition to any other requirement under this Investor Agreement, you must provide us with any other identification that we may request from you at any time for the purposes of instructing the Nominee in relation to your shares.

5.13 We have no responsibility or liability with regard to your tax status or position in any jurisdiction.

5.14 Unless the context otherwise requires, a reference to Equitise in clauses 10, 11, 13 and 15 of this Investor Agreement (or ‘we’, ‘our’ or ‘us’) includes the Nominee.

5.15 In addition to any other limitation under this Investor Agreement, the liability of the Nominee is not an unlimited or personal liability and instead is limited to the property from time to time belonging to the specific bare trust for which it is party to this Investor Agreement.

5.16 The Nominee can terminate the nominee arrangement by giving three months’ written notice to you and to the Issuer, or shorter notice where any change of law or circumstances make it illegal or unduly onerous (in the opinion of Equitise) to continue to hold the shares. Following termination, the Nominee must transfer the shares to you or your nominee (if legally able to do so).

6. Syndicates

6.1 If you register with us as a Syndicate (such as an angel group) you may invite your Members to join as Investors and you may also register the Syndicate as an Investor.

6.2 Once you are registered, we will provide the following Syndicate Services to you:

  • access to the Platform and ability to view all Offers on the Platform for you and your Members;

  • the ability for you to form and curate investment pages in order to introduce and/or syndicate Offers through the Platform to your Members and, where agreed with us, to other syndicates and investors;

  • management by us of the investment process in respect of an Offer introduced by you onto the Platform, including the collection and distribution of Subscription Amounts, in accordance with the terms of the Offer, this Investor Agreement (for each Investor) and each Investment Agreement;

  • where agreed with us in relation to an Offer, use of the Nominee arrangement in accordance with the terms of the Offer, this Investor Agreement (for each Investor) and each Investment Agreement; and

  • such other services as we may agree in writing to provide to you from time to time under the terms of this Investor Agreement.

6.3 You agree to pay us any fees or charges we agree with you through the Platform or separately in writing for Syndicate Services.

6.4 As a Syndicate, you:

  • will be responsible for all content introduced by you or by your Members and Authorised Representatives on, or linked to, the Platform and your (and their) conduct in respect of the Platform;

  • must not introduce Offers onto the Platform that you know (or ought reasonably to know) are unsuitable for investment by Members (or other persons) or have the potential to bring the Platform into disrepute;

  • must not introduce, post or link to, on or from the Platform, any information, documents or materials that you know (or ought reasonably to know) are false, misleading or deceptive, or likely to be false, misleading or deceptive;

  • must not engage in conduct on, or in relation to, the Platform, that is misleading or deceptive or that is likely to mislead or deceive and person;

  • must notify us immediately if you become aware of any breach or likely breach of any law or regulatory rule in relation to an Offer introduced by you onto the Platform, including (without limitation) the Financial Markets Conduct Act 2013 in New Zealand and any equivalent rules in any other relevant jurisdiction; and

  • must ensure that your Members and Authorised Representatives comply with this clause 6.4 (and each Authorised Representative also agrees directly to comply).

6.5 If you register as a Member and Investor linked to a Syndicate, the arrangements for each investment you make through the Syndicate will be subject to the structure of the Syndicate and the specific agreements between that Syndicate and us.

6.6 If your Syndicate invests through a vehicle (whether a nominee company, limited partnership or otherwise), you are still bound by this Investor Agreement and the terms of your Investment Agreement in your own right. However, you may nominate your Syndicate vehicle to take title to your (or your interest in the) shares issued by the Nominee.

6.7 Where, as part of an Offer, your shares are required to be held by the Nominee, you may still nominate your Syndicate vehicle to hold your interest in the shares under the bare trust arrangement with the Nominee.

6.8 You may appoint one or more Authorised Representatives for the Syndicate by notifying us through the Platform or in such other written form as we accept. This appointment is subject to the Authorised Representative agreeing to be bound by those terms of this Investor Agreement which apply to them.

6.9 As a Syndicate, you:

  • authorise us to accept instructions from an Authorised Representative through the Platform, in any other written form (including electronically) or orally;

  • may remove an Authorised Representative by notifying us through the Platform (and until we have received actual notice of removal, we may continue to accept instructions from an Authorised Representative);

  • agree that you are jointly and severally responsible for the acts of your Authorised Representatives in relation to Equitise and the Platform.

6.10 Each Authorised Representative warrants to us that it has the appropriate authority to give any instruction it gives on behalf of the Syndicate or any other person.

7. Subscription amount

7.1 When you enter into the Investment Agreement (via electronic signature) and pay the Subscription Amount we will hold the Subscription Amount in our trust account on trust for your benefit until the Subscription Amount is paid in accordance with clause 7.2.

7.2 We will hold all funds in our trust account separately from any of our operating accounts and will only use those funds to:

  • pay the Subscription Amount on your behalf to the Issuer (without interest, and less any fees owing by the Issuer to us) on Completion; or

  • return to you the Subscription Amount (without interest) if Completion does not take place.

8. Fees

8.1 Except as provided in this clause 8, we will not charge you any fees for the services provided to you in accordance with this Investor Agreement. We will notify you in advance if we propose to charge you any other fee for our services.

8.2 We will retain, as an administration fee, all interest that is earned on the Subscription Amount in relation to any Investment made by you for the period that it is held in our trust account.

8.3 If, as part of an Offer, your shares are required to be held by the Nominee, you must pay a Success Fee to Equitise on a successful Exit Event. For the purposes of this clause:

Exit Event means:

  • a sale of shares in the Issuer (in one transaction or a series of transactions) under which the purchaser and its “associated persons” (as defined in the Financial Markets Conduct Act 2013 (NZ)) together acquire an interest in the Issuer giving (directly or indirectly) the ability to control 50% or more of the voting rights of the Issuer;

  • a sale or other disposal of assets of the Issuer which constitutes a "major transaction" as that term is defined in section 129 of the Companies Act 1993 (NZ); or

  • any other event which in our reasonable opinion is equivalent to the above or otherwise provides for a return of your investment.

Success Fee means a fee equal to 7.5% (or such other percentage specified in the Offer Materials) of the difference between the Investor’s investment in the Issuer under the Offer and the gross consideration or payment received by the Investor as a result of the Exit Event (provided this figure is positive). You authorise us to deduct and retain any Success Fee payable from any amount received by the Nominee on an Exit Event.

8.4 If you are a Syndicate, we may agree fees and charges for Syndicate Services with you pursuant to clause 6.3.

9. Equitise and its associated persons

9.1 You acknowledge that Equitise, or any person associated with us (including our directors, employees or any other person we have a business relationship with) (associated person) may invest in any Issuer, or raise funds on the Platform. If Equitise, or its associated person invests in an Issuer, or raises funds on the Platform, and you become aware of this, you may not rely on this fact when making a decision whether to invest. You confirm that any decision made by you to invest is not based on any representation, information, action, omission or otherwise of Equitise or its associated persons.

9.2 If Equitise, or any associated persons of Equitise raises funds through the Equitise Platform, we will comply with the following process:

  • an independent third party, who is acceptable to the Financial Markets Authority, will be appointed by Equitise to review the information provided as part of the Offer and to monitor the Offer process to ensure that this is carried out in the same manner as other Offers through the Equitise platform; and

  • the fact that the offer is of shares in Equitise or a person associated with Equitise will be specified on the relevant Offer page.

10. Our liability to you

10.1 We do not give you or any other person any investment, legal, tax, financial or other advice or recommendation in connection with your registration or any Investments conducted through the Platform.

10.2 You are responsible for any decision you make to invest, or to not invest, in any Issuer and you acknowledge that you do so, having independently made all such investigations and taken all such professional advice as may be necessary to enable you to make an informed and independent decision. We have no liability to you or any other person under or in connection with that decision (whether in contract, tort including negligence, or otherwise) unless such liability primarily arises out of the fraudulent actions of Equitise or wilful breach by Equitise of its obligations expressly provided for in this Investor Agreement.

10.3 We are not responsible for any content or material that is provided or which may be provided at any time to you in connection with any Offer. We make no representation or warranty to any person in relation to the completeness or accuracy of any information contained in the Offer materials on the Platform.

10.4 You are responsible for any content you post on the Platform and, if you are a Syndicate, clause 6.4 also applies.

10.5 The Platform includes a Q&A section in relation to each Offer, which enables you to submit questions to the Issuer. You may only use the Q&A section in relation to any Offer for lawful and legitimate purposes, and you must not post, transmit or share information on the Platform that is unrelated to the Offer, or that you do not own or have permission to display, publish or post, or any content or material that may be in violation of any law. We make no warranties or representations and assume no liability to any person in respect of the content of any of the Issuer's responses under the Q&A section in relation to the Offer.10.6 Equitise and its employees, officers, agents and contractors are, to the extent permitted by law, not liable in respect of any failure or delay in providing any of our services (including Syndicate Services) or our Platform unless such liability primarily arises out of the fraudulent actions of Equitise or wilful breach by Equitise of its obligations expressly provided for in this Investor Agreement.

11. Indemnity

11.1 You must indemnify Equitise and its employees, officers, agents and contractors from and against (without limitation) any losses, expenses, claims or costs (including out of pocket expenses and charges for our time) incurred as a result of your failure to comply with this Investor Agreement or any of your obligations in relation to an Offer or Investment.

12. Independent trustee

12.1 The liability of any independent trustee under this Investor Agreement is not an unlimited or personal liability and instead is limited to the funds from time to time belonging to the trust on behalf of which he or she has entered into this Investor Agreement, in the proper course of the administration of that trust. In this clause, an independent trustee is an Investor who has signed this agreement in his or her capacity as the trustee of a trust and who is not a beneficiary of the trust nor has any right to, or interest in, any of the assets of the trust except in his or her capacity as trustee of that trust.

13. Information

13.1 You authorise us to provide your information to the relevant Issuer when you make an Investment through the Platform. You also authorise us to provide information that we hold about you, (or, if you are a Syndicate, your Members), or this Investor Agreement, to any government, statutory or regulatory authority at the reasonable request of that authority or for the purposes of complying with any applicable law or regulation. You acknowledge that Westpac or the relevant authority may disclose that information to third parties, where required by law to do so.

14. Termination

14.1 You may terminate your registration as an Investor or a Syndicate at any time by notifying us by email at contact@equitise.com

14.2 If your registration is terminated, or suspended, you will not be entitled to:

  • view any detailed information of the Offers;

  • submit any questions to the Q&A section in an Offer;

  • subscribe for any shares in an Issuer under an Offer; or

  • if you are a Syndicate, receive any Syndicate Services.

14.3 We reserve the right, in our sole discretion, to refuse registration, as an Investor or a Syndicate (or both), terminate or suspend your registration, as an Investor or a Syndicate (or both), or refuse to permit you(or, if you are a Syndicate, any of your Members) to invest in any Issuer.If your registration has been terminated or suspended after you have signed an Investment Agreement, you will continue to be bound by the Investment Agreement and required to invest.

15. Dispute resolution

15.1 You may refer any complaint in relation to Equitise or the services we provide to us directly or to Financial Services Complaints Limited, an approved dispute resolution scheme under the Financial Service Providers (Registration and Dispute Resolution) Act 2008.

15.2 You can contact Financial Services Complaints Limited at complaints@fscl.org.nz, by telephone at 0800 347 257, or by post to PO Box 5967, Wellington 6145.

15.3 If you refer any complaint to us and we are unable to resolve that complaint by good faith negotiations, we will refer the dispute to Financial Services Complaints Limited.

16. Offers under our licence and private offers

16.1 We are a licensed crowd funding service provider, meaning that Offers through the Platform that are made in New Zealand under our licence have the benefit of the exclusion in clause 6 of Schedule 1 of the Financial Markets Conduct Act 2013.

16.2 From time to time we may bring to or allow on the Platform an Offer that will not be made under our licence (in whole or in part) and will therefore not have the benefit of that exclusion (a Private Offer). In respect of any such Private Offer, as an Investor you must ensure (and you warrant to us) that you fall within anexclusion in Schedule 1 of the Financial Markets Conduct Act 2013 or an equivalent exclusion or exemption in any other relevant jurisdiction.

16.3 If we allow a Syndicate to bring a Private Offer to the Platform, unless we agree otherwise in writing, you (the Syndicate) are responsible for ensuring that any of your Members who invest meet the requirements of clause 16.2.

17. General

17.1 We may amend this Investor Agreement from time to time. We will notify you of any amendments that substantively affect any of your rights at the email address you provide to us, on our Platform, or by other means. If you do not accept any such amendment, you must cease using the Platform and our services.

17.2 We are not liable to you for any delay in performing, or failure to perform, any of our obligations under this Investor Agreement to the extent caused by an event that is beyond our reasonable control.

17.3 We may assign, subcontract or transfer any right or obligation under the Investor Agreement to any person. Your registration is personal to you, and none of your rights or obligations under this Investor Agreement, in connection with your registration, or your activities on our Platform may be assigned, subcontracted or transferred to any other person.

17.4 This Investor Agreement is effective once you have confirmed your agreement to it (via electronic signature in the form provided below).You agree for the purposes of the Electronic Transactions Act 2002 to be bound by any agreement reached through electronic means.

17.5 Any notice from us to you in respect to this Investor Agreement, your registration or your activities on the Platform may be given by email to the address you provide to us, or through the Platform.

17.6 Any notice from you to us or to the Nominee may be given by email to contact@equitise.com

17.7 The Investor Agreement is governed by the laws of New Zealand. The New Zealand courts have non-exclusive jurisdiction.

17.8 Any illegality, unenforceability or invalidity of a provision of this Investor Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Investor Agreement.

17.9 The rights and obligations of the parties under this Investor Agreement do not merge on completion of any transaction contemplated by this Investor Agreement.