Terms & Conditions

Acceptance of Terms and Conditions

By accessing The New Zealand Merino Company Limited's ("NZM") Share Trading website you acknowledge and agree that you have read and understood these terms and conditions and that you agree to be bound by them in respect of your use of the NZM Share Trading website.

General

Link Market Services Limited ("Link"), NZM's share registry, operates, owns and administers NZM's Share Trading website. All correspondence received in relation to any trades will be from Link acting on the instructions of NZM.

The NZM Share Trading website is a trading facility, not a registered market, and Link Market Services is not a registered exchange. Neither the NZM Share Trading website nor Link is regulated under the Securities Markets Act 1988.

About Link Market Services Limited

Link, a joint venture between NZX Limited and Link Market Services (Pty) Limited, maintains the registers of more than 150 companies and trusts, and provides a range of services to New Zealand and offshore investors.

Link's financial services

Link is a Registered Financial Services Provider and complies with the provisions for qualification in Section 13 of the Financial Services Provider (Registration and Dispute Resolution) Act 2008 ("FSP Act"). Neither Link nor any of its controlling owners, directors or senior managers is disqualified from registration under the FSP Act.

Link is registered to provide the following financial services:

Remuneration received by Link employees in relation to our financial services

Link employees who undertake the financial services on our behalf are paid a salary, but their remuneration is not dependent on the level of the financial services that we provide.

Authority to access NZM's Share Trading website

By accessing and using the NZM Share Trading website you warrant that you are either the security holder, one of the joint security holders or a duly authorised officer, representative or attorney of the security holder and that you have the authority to register the security holder and their portfolio with the NZM Share Trading website and/or access the security holder's details through the NZM Share Trading website.

If your authority is under a Power of Attorney, you warrant that the relevant Power of Attorney or a certified copy of it has been previously provided to Link.

Content and use of NZM's Share Trading website

Link grants you a limited, non-exclusive license to:

a) access and use the NZM Share Trading website to access, view, copy and print information concerning a order placed; and

b) view, copy and print the content of the NZM Share Trading website, for your non-commercial or personal use only.

In submitting information to the NZM Share Trading website you agree to the use of that information by Link including, where necessary, the transfer of the information to NZM or to the extent required by law, to any government department or authority.

The NZM Share Trading website may contain links to web sites controlled by third parties. Link does not endorse the content of any third party web sites and disclaims any liability for any information, materials, products or services posted or offered on those web sites.

You must ensure that your access to the NZM Share Trading website is not illegal or prohibited by laws which apply to you. You must take your own precautions to ensure that the process which you employ for accessing the NZM Share Trading website does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your computer system. Link does not accept responsibility for any interference or damage to a computer system which arises in connection with your use of this website or any linked website. Unless indicated otherwise, all figures quoted in the NZM Share Trading website are in New Zealand dollars.

Copyright and Trademarks

All intellectual property (including all copyright, logos, trademarks and service marks, processes) on the NZM Share Trading website (including text, graphics, logos, icons, sound recordings and software, other than NZM's trademarks or publications, or as indicated otherwise) is owned by, licensed to or controlled by Link . Other than as expressly provided for in these terms and conditions, you may not in any form or by any means:

a) adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of the NZM Share Trading website or its software; or

b) commercialise any information, products, software or services obtained from any part of the NZM Share Trading website without Link's express written permission.

You must not attempt to access the software or computer systems supporting the NZM Share Trading website.

Nothing displayed in the NZM Share Trading website should be interpreted as granting you any right to use or distribute any copyright, names, logos, trademarks or service marks.

Privacy Policy

By accessing and using the NZM Share Trading website, you acknowledge that you have read and consented to the terms of Link's Privacy Policy, as amended from time to time, and that you have consented to the use of personal information in the manner described in that policy.

Link’s Privacy Policy can be found on www.linkmarketservices.co.nz

Security of Login Details

You agree that you are responsible for the security of your login details and that you must keep it safe and not disclose it to any other person nor should you keep a written or electronic record of your password.

Security of Information

Link does not warrant and cannot ensure the security of any information which you transmit to the NZM Share Trading website. Any information which you transmit is transmitted at your own risk. Once your transmission is received, the information it contains will be recorded and maintained in accordance with Link's Privacy Policy.

Amendment and Termination

Link may, in its sole discretion, amend these terms and conditions from time to time. Amendments will be effective immediately upon their publication on the NZM Share Trading website. Your use of the NZM Share Trading website will constitute your agreement to be bound by the terms and conditions, as amended. Accordingly, we recommend that you review the Terms and Conditions periodically as well as prior to submitting or confirming the details of any personal information.

It is acknowledged and agreed that, notwithstanding the termination or completion of your order, the provisions that are impliedly intended to survive any such termination, shall survive such termination.

Acknowledgement of no financial advice or offer of securities

The NZM Share Trading website does not contain or constitute financial advice, an investment planning service or discretionary investment management service by either Link or NZM. You should consult an independent legal, financial or other adviser to help form your own opinion on any investment decision. You should also consult appropriate professional advisers on any legal, taxation and accounting implications of your investments or any changes you make to your security holder details.

No statement in this NZM Share Trading website constitutes a recommendation, offer or invitation to invest in any investments, securities or financial products of any party.

Accuracy of Information

You acknowledge and agree that you are responsible for all information submitted to Link via the NZM Share Trading website and that Link is entitled to rely on the accuracy of that information and is under no obligation to verify the accuracy, or otherwise, of any information.

You agree to hold harmless, and indemnify Link for any loss suffered or incurred, direct or indirect, as a result of the reliance by Link of information that you, or any of your nominated representatives, have provided to it.

Disclaimer and Limitation of Liability

Except for warranties that cannot be excluded by law, no warranty either express or implied is given by Link in respect to the NZM Share Trading website or any service provided in the NZM Share Trading website.

To the extent permitted by law, in no event will Link be liable for any loss or damages, including without limitation direct or indirect, special, incidental or consequential damages, losses or expenses arising in connection with the NZM Share Trading website or your use of or inability to use the NZM Share Trading website, including without limitation any errors or omissions in information contained in the NZM Share Trading website, any delays or errors in the processing of information you submit to the NZM Share Trading website or from computer viruses, even if Link is advised of the possibility of, or could reasonably expect, such damages, losses or expenses. To the extent permitted by law, any liability under any condition or warranty that cannot be excluded is limited at Link’s option, to the re-supply of the services or payment for the same to Link's client.

Disclaimer and Limitation of Liability – NZM

Except for warranties that cannot be excluded by law, no warranty either express or implied is given by NZM in respect to the NZM Share Trading website, any service provided in the NZM Share Trading website or your use of the NZM Share Trading website. In particular NZM gives no warranty or guarantee that you will secure a buyer for your share/s, what price your share/s will be sold for, how quickly the sale will be completed or that the purchaser of your share/s will pay the purchase price as and when agreed. Further, if NZM obtains an independent valuation in respect of its shares then notwithstanding such involvement in undertaking the valuation, it makes no representation in respect of the value of its shares and NZM strongly recommends that you obtain your own independent advice in relation to the value of the shares in NZM.

To the extent permitted by law, in no event will NZM be liable for any loss or damages, including without limitation direct or indirect, special, incidental or consequential damages, losses or expenses arising in connection with the NZM Share Trading website or your use of or inability to use the NZM Share Trading website.

Indemnity

You indemnify Link and its directors, officers, employees and contractors from any loss or damages including without limitation direct or indirect, special, incidental or consequential damages and legal costs on a full indemnity basis arising from your breach of these terms and conditions.

Governing Law

These terms and conditions are governed by the laws in force in New Zealand and you irrevocably submit to the exclusive jurisdiction of the Courts of New Zealand.

Our complaints handling procedures and dispute resolution scheme

Link is committed to providing quality financial services.

We have developed a fast and efficient complaint handling procedure to enable us to deal with any complaints you may have about Link or any of our services.

If you have a complaint about our services, please contact us by:

Phone: 09 375 5998
+64 9 375 5998 (International)
 
Mail: Complaints Manager
Link Market Services Limited
PO Box 91976, Auckland 1142
 
Fax: (09) 375 5990
Email: operations@linkmarketservices.co.nz
In person: Level 16, 19 Victoria Street, Auckland; or
138 Tancred Street, Ashburton;
Between 8:30am and 5:00pm – Monday to Friday.

Link is also a member of the Financial Services Complaints Limited ("FSCL") dispute resolution scheme. In the event you are dissatisfied with your complaint process or the outcome please contact FSCL.

Postal Address: PO Box 5967
Lambton Quay
Wellington 6145
Email: info@fscl.org.nz
Telephone: 0800 347 257
Fax: 04 472 3728

Trading

Trading Instructions

In trading NZM shares, you are representing that you can meet all resulting obligations and commitments. Failure to settle a contract by the due date may result in charges, the reversal of the trade at your expense and liability and/or a trading ban being placed on your account.

Instructions or orders must be given to or placed with NZM electronically via NZM’s Share Trading website. If you place an order electronically the instructions are deemed to have been received upon confirmation received by you from Link. Link and NZM are entitled to rely on any order placed, which appears to have been duly authorised by you or an Authorised Representative, without any enquiry as to the identity or authority of the sender of that order. You are bound by any such order.

Neither Link nor NZM is under any obligation to accept any order from you and reserves the absolute right to decline to act on your behalf in relation to any particular order without explanation or notice. Additionally, where NZM and/or Link believes an order to be ambiguous, incomplete or unclear, we reserve the right not to act on that order. Where an order is accepted, Link and NZM will act only within the parameters of your order.

All orders shall remain current until the order is completed or cancelled by you or NZM. If the order is not completed within 6 months of the date that the order has been placed, the order will automatically lapse. Notification of the order lapse may not be provided. Link, NZM or any other regulatory body may withdraw an order from the order processing system at their sole discretion.

It is your responsibility to maintain sufficient contact with NZM while there is an outstanding order on your account so as to enable you to identify and resubmit a withdrawn order. While NZM may endeavour to notify you, NZM does not guarantee that it will be successful and NZM accepts no responsibility for any loss incurred directly or indirectly by you as a result of the withdrawal or expiry of an order.

Fees and Charges

NZM fees and charges may apply. The NZM fees and charges, if applicable, will be set out in a rates sheet on our website.

NZM may alter these fees and charges at any time. Notice of such alterations may be given to you at your last advised address or email address but publication on our website shall effect the change in the rates. Currently no fees and charges apply.

Common Shareholder Number (CSN) or Holder Number

You are required to submit all sell orders using a CSN/Holder Number.

Sale Process

When you give NZM an order to sell Securities on your behalf, you warrant that you have legal (or, in the case of Custody Securities, beneficial), free and clear ownership of those Securities, unencumbered by any security interest or other interest.

Instructions for the sale of Securities by a person other than you or an Authorised Representative are prohibited.

Sale Proceeds

Sale proceeds will be paid to you as the registered holder(s) of the Securities by direct credit to your nominated bank account supplied once cleared funds have been received from the buyer(s) at the time of the sale order being received. If no bank account is provided at the time of placing the order a bank account held on register will be used. If no bank account is held on register proceeds will be held in the trading trust account until such time a valid bank account has been provided. No interest will be paid on funds held until payment can be made.

In order to change the bank account to which any amount payable to you is paid, you must either provide written instructions, signed by you or complete your bank details online at https://investorcentre.linkmarketservices.co.nz. Where the registration address details provided to NZM differ from those held on register, NZM may withhold the distribution of sale proceeds until the addresses are reconciled. You agree that you will reconcile the addresses immediately upon them becoming inconsistent. You acknowledge that NZM accepts no liability for any losses, incurred as a result of any delay in distribution of sale proceeds caused by inconsistent registration details.

Purchase Process

Link, as an agent of NZM, may require payment for a transaction at any time after receipt of instructions from you. Link may, at any time, require you to pay an amount of money specified before implementing an instruction or order and Link is under no obligation to implement your instructions until such payment has been made.

You owe all settlement obligations in relation to an instruction, contract note, or order you give to Link. You agree to pay Link the purchase price of the Securities per your order, plus all applicable fees and charges, immediately upon the matching of your order and no later than by 10:00am on the third Business Day after the date specified on the contract note. Where any amount owing from you to us in relation to your account is overdue, we may, at our option, charge you interest on the net amount owing in your account at a rate of up to 10% per annum above the overdraft rate charged by our bankers, accruing on a daily basis from and including the date the amount becomes overdue until and including the date of actual payment.

Where you fail to settle or complete a contract note or fail to pay any amount due in respect of an instruction, contract note, or order, Link has direct rights against you, including the right to sell the Securities relating to the contract note, instruction, or order. This obligation applies to clients who instruct Link directly and to clients where instructions are given on their behalf by an authorised Intermediary or Authorised Representative.

Orders

You agree that you will not make orders that will breach, or are likely to cause NZM to breach, any applicable rule or law. You acknowledge that it is your responsibility to ensure that all details relating to your orders are accurate, including, without limitation, the transaction amount(s) and the total value of the order. If you wish or cancel an order, you must do so only by giving specific instructions to Link via the NZM Share Trading website. If you wish to amend your order you will be required to first cancel your existing order and then place a new order. In the event that part of your order is filled prior to the amendment or cancellation instruction being effected, you will be liable to settle the partially filled order. Orders are matched on price and in the sequence received.



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