Investor Agreement

Tressel Limited (Tressel, us, we, our) is licensed under the Financial Markets Conduct Act 2013 (Act) by the Financial Markets Authority to provide equity crowdfunding services via our website at www.housies.co.nz (Platform).

When we refer to Investor, you or your in this Investor Agreement (Agreement) we are referring to you, as the person using the Platform including the overall services provided through the Platform as described in this Agreement (Services).

By accessing the Platform and/or using our Services, you accept this Agreement and the General Terms of Use apply to you and are legally binding.

In addition to the Agreement, you should also read our Service Disclosure Statement and Privacy Policy.

These documents which govern your use and access of the Platform are collectively referred to as Platform Documents.

1. The Platform

The Platform provides an online platform where Investors have the opportunity to participate in fractionalised property investments, subject to this Agreement, the Platform Documents, and the Offer Materials (see Section 4: The Offers).

Our Platform assists with the sell-down of residential properties (each a Property) by facilitating offers of shares (Shares) in special purpose companies (each a PropertyCo) for subscription by Investors. The shares in the PropertyCos (Shares) will be available for subscription by Investors through equity crowdfunding campaigns hosted on the Platform (each an Offer). Upon a successful Offer, the PropertyCo will acquire the relevant Property from the owner of the Property (Property Vendor). See Section 8: Investment Process for more information on how to subscribe to Offers.

Investors can buy and sell Shares on our Secondary Market, subject to this Agreement and the Secondary Market Rules. See Section 9: Tressel Secondary Market below.

2. Account Registration and Investor Eligibility Criteria

To access the Platform, you must first complete the registration process and open an account (Account). This involves filling out an online application form and providing us with all requested information.

If you are registering as an individual, you must be:

at least 18 years old at the time of application; and
have a New Zealand bank account.

An application must be submitted either by an individual in their own name or by an authorised individual on behalf of a company. When trustees of a trust submit an application to register as an Investor, each trustee must confirm they are authorised to make the application and agree to this Agreement in their capacity as a trustee, in accordance with the terms of the trust.

Once your Account application is approved by us, you will be given access to:

view current Offers on the Platform; and
use the Q&A function on the Platform to post comments/questions about the Offers.

You will not be able to:

subscribe for Shares under an Offer;
use the Secondary Market to buy and sell Shares;
add or withdraw funds from your Tressel Wallet,

unless and until you:

provide us with identification and information that we may request from you for us to comply with our legal obligations (including anti-money laundering rules), including identity and address information as well as information about the source of funds in relation to any Offers);
provide us with details of your New Zealand bank account; and
meet any other requirements we notify you of from time to time (this may include additional conditions for specific Offers, which will be published on the relevant Offer Page).

We reserve the right to decline your Account application at our absolute discretion. We have no obligation whatsoever to provide reasons for our decision, and we will not be liable for any loss that arises from declining your application.

We may, at our sole discretion, impose additional requirements that you must meet to maintain the Account and/or continue using our Services, by notifying you in writing.

The Platform and the Offers are intended only for persons in New Zealand or for persons in other jurisdictions where such Offers are legally permitted without restriction. For avoidance of doubt, any Offer made on the Platform is not an offer or solicitation in any jurisdiction in which such an offer or solicitation is not authorised, or in which the person making such offer or solicitation is not qualified to do so, or to any person for whom it is unlawful to receive such an offer or solicitation.

If you are not a New Zealand resident or are currently outside New Zealand, you must ensure that you comply with all laws relevant to your jurisdiction when reviewing an Offer and subscribing for Shares in an Offer. It is advisable for you to consult a qualified adviser in your relevant jurisdiction to ensure compliance. Where this applies to you, we may in our sole discretion decline your request to invest in an Offer.

To the maximum extent permitted by law, we will not be liable for any loss that arises as a result of you using the Services or investing in Offers where such loss is caused by the investment being made in breach of laws outside of New Zealand.

3. Property Vendor and PropertyCo Eligibility Criteria

To be approved as a Property Vendor, a person must comply with all conditions we specify, including the following:

submitting a fully completed application form and providing us with any additional information we request;
successfully passing all required checks and assessments, which may include credit checks, insolvency register checks, and criminal record checks;
completing our verification processes in relation to your identity and relevant personal information, including the identity and personal information of other individuals, to ensure compliance with anti-money laundering laws and tax regulations.

We will assess each Property and, at our sole discretion, decide whether to approve the Property for listing on the Platform. See Section 5: The Properties for more information.

Once a Property is approved by us, an independent PropertyCo will be incorporated within 3 working days to facilitate negotiation and the listing of the Offer on the Platform. Once a conditional sale and purchase agreement for the relevant Property is signed by the Property Vendor and the PropertyCo, we will list the associated Offer on the Platform where Investors can then invest in the Offer.

To be able to list an Offer, the PropertyCo must be approved by us and comply with all conditions we specify, including the following:

providing us with all information we request about the PropertyCo including the director;
the director successfully passing all required checks and assessments, which may include credit checks, insolvency register checks, and criminal record checks;
completing our verification processes in relation to identity and relevant personal information, including the identity and personal information of the director and other individuals, to ensure compliance with anti-money laundering laws and tax regulations; and
meeting any other requirements we notify you of from time to time, such as those required under our Anti-Fraud Policy and Fair Dealing Policy.

4. The Offers

An Offer on the Platform is for Shares in the PropertyCo, which will be issued at the completion of the Offer.

Each Offer will have its own specific terms and conditions, as set out on the dedicated webpage for the Offer (Offer Page) and the other agreements or disclosures in relation to the Offer (in either case, the Offer Materials). In the event of any inconsistency between this Agreement and the specific terms and conditions of an Offer (including its Offer Materials), the specific terms and conditions of the Offer will prevail.

5. The Properties

Our housing policy outlines the selection criteria and minimum standards applied by us in assessing a Property before it is approved for listing on the Platform.

Our assessment does not evaluate the risks associated with each Offer and Property. Our assessment is not intended to assist you with determining the suitability of any particular Offer or Property. Furthermore, our assessment is based on the information available at the time of the assessment and may not be current, as we do not update our assessment.

PropertyCos will be required, as a minimum, to make available the following information on the Offer Page:

Floor plan;
LIM report;
Council property file;
Renovation assessment (if required);
Long term maintenance fund;
commentary on the Property and local environment (such as schools, public transport, shops and amenities);
Occupation Licence fee projection (see more information below); and
photographs and video walkthrough.

Tressel does not verify the information made available to Investors by the PropertyCo or the Property Vendor, and makes no representation in relation to the completeness or accuracy of any information contained in the documents.

6. Occupation Licences and Guardians

Under our unique model designed to help Kiwis enter the property market, each Property listed on the Platform will operate under a licence-to-occupy arrangement (the Occupation Licence). This arrangement is summarised as follows:

An individual approved by us (Guardian) will be granted an Occupation Licence to live in the Property.
In return for this Occupation Licence, the Guardian will pay an annual Occupation Licence fee to the PropertyCo. Any income generated from this Licence fee (net of expenses and tax) will be distributed as dividends to shareholders of the PropertyCo.
The Guardian must be a co-Investor in the PropertyCo, holding a minimum of 2% of the Shares at all times during the term of the Occupation Licence.
The Occupation Licence agreement will detail the responsibilities of the Guardian, who is responsible for the day-to-day management of the Property and is expected to maintain the Property.

Upon a successful Offer, the PropertyCo will enter into an agreement with Tressel Services Limited (Tressel Services) for the provision of certain ongoing administrative and support services to the PropertyCo. Tressel Services is a related company of Tressel. Its appointment will be governed under an agreement which will be provided to you. The initial term of the service agreement will be for 2 years. However, the PropertyCo has the right to terminate the agreement in accordance with its terms. The constitution of the PropertyCo also provides for the processes in which Tressel Services could be replaced.

See housies.co.nz for more information on how this works.

7. Tressel Wallet

Your Account includes a wallet feature that allows you to add and hold funds on the Platform (Tressel Wallet). We will also hold in your Tressel Wallet any money received on your behalf via the Platform, including from sale of your Shares on the Secondary Market and any distributions you are entitled to from the PropertyCo in which you have invested.

All funds in your Tressel Wallet are held by Tressel Nominee Limited (Tressel Nominee) as a bare trustee on your behalf, in a trust account at a New Zealand registered bank. This trust account operates as a "pooled" account, where all funds are held in a bank account registered under the name of Tressel Nominee, along with the funds of other Investors.

We will maintain detailed records of all transactions in relation to your Wallet in accordance with our obligations at law.

You can add funds to your Tressel Wallet by electronic bank transfer.

You may withdraw funds from your Tressel Wallet by making a request via the Platform. Funds will be transferred to a bank account that you have nominated.

Unless otherwise specified and communicated to you, any interest earned on funds held in your Tressel Wallet will accrue to us as a fee for our services.

You authorise us (or Tressel Nominee) to transfer up to the value of your investment from the balance in your Tressel Wallet to the PropertyCo or the Seller (as applicable) and to otherwise take such steps as are necessary to discharge your payment obligations in respect of those transactions.

You authorise us to deduct any fees under this Agreement that may become due and payable by you to us from time to time from amounts from your Tressel Wallet.

8. Investment Process

Opening an account

You will need to complete registration for an Account as described in Section 2: Account Registration and Investor Eligibility Criteria above.

Selecting an investment

The Platform provides information on each Offer, including the Offer Materials, information about the PropertyCo and the Property.

The following information will be made available on the Offer Page:

How the Shares can be purchased.
Limits (if any) on the amount each Investor may invest.
Terms of the Offer (as a minimum) including:

price per Share;
the minimum amount you must invest in (Minimum Investment);
the time period during which an Offer is open for subscription (Funding Period);
the minimum amount required from Investors for an Offer to successfully close and complete (Funding Target);
rights attaching to the Shares;
key financial information including the financial components that equal the total funds being raised and the portion retained for long term maintenance of the Property.

Information about how Shares can be sold on the Secondary Market.
The names and details of the PropertyCo's director(s).
Key property information (See Section 5: The Properties).
Risks associated with the investment including what happens if the funds are not raised in the time specified.
The extent of the checks we conduct (or do not conduct) on the Property, Property Vendor, and PropertyCo.

Throughout the Funding Period, any material changes will be promptly disclosed. Investors will receive updates and notifications via the Platform as necessary during the Funding Period.

The Funding Period for each Offer begins on the date the Offer opens for investment on the Platform and ends on the earliest of the following:

the end of the Funding Period as specified in the Offer (which may be extended by the PropertyCo with our prior approval);
when the Offer has met its Funding Target;
the date and time the Offer is withdrawn by the PropertyCo (an Offer may be withdrawn by the PropertyCo with our prior approval); and
the date and time the Offer is suspended or terminated by us (see Section 15: Suspension and Termination for more information).

Submitting an order

If you decide to invest in an Offer, you may submit a request to invest in an Offer on the Offer Page (Order) during the Funding Period.

By submitting an Order:

you agree that it is a legally binding and irrevocable offer to subscribe for Shares under an Offer, including the obligation to pay the investment amount (Investment Amount);
you unconditionally and irrevocably agree to be bound by the terms and conditions of the Offer Documents for the relevant Offer including through electronic means pursuant to the Contract and Commercial Law Act 2017;
you hereby unconditionally and irrevocably authorise, and appoint us or Tressel Nominee (as applicable) as your attorney, to execute any documents required by the Offer Materials on your behalf, including a subscription agreement for subscription of the Shares (Subscription Agreement) when requested;
you accept that we have the right to not exercise the powers referred to above; and
to the maximum extent permitted by law, you indemnify and hold us or Tressel Nominee (including our respective directors, partners, officers, employees, and agents) harmless against all loss, liability, claims, costs, losses, expenses (including reasonable solicitor/client fees) incurred by us arising (directly or indirectly) from the power referred to above.

We may in our sole discretion:

accept or reject your Order;
issue fewer Shares than you applied for (if an Offer is successful and is oversubscribed, your Order may be scaled back on any basis that we and the PropertyCo agree is appropriate).

Your Order is further subject to the following conditions:

the Offer must successful (see below);
we are satisfied that you meet the relevant terms and conditions to invest in the Offer;
you have sufficient amount in your Tressel Wallet to pay the Investment Amount by the payment deadline.

If the Offer is not successful (e.g., where it does not meet the Funding Target), or is otherwise withdrawn or terminated, completion will not take place, and your Order will be cancelled and will have no effect.

Settling transactions

You must have sufficient balance in your Tressel Wallet to pay for the Investment Amount before the Offer closes or at a time specified by us.

When an Offer successfully closes (which will occur when we declare the Offer is closed following the Offer reaching its Funding Target), your Order becomes unconditional, and the Shares you agree to subscribe to will be issued (usually within 10 working days). The Investment Amount held in your Tressel Wallet will be released to the PropertyCo's lawyers to settle the purchase of the Property (after deducting any fees owed to us and third parties as well as any amount set aside for long term maintenance of the Property).

Tressel Nominee will hold the legal title to the Shares you subscribe on bare trust on your behalf. As the Investor who subscribes to the Offers you will be the beneficial owners of the Shares. See Section 10: Our Nominee for more information.

Making distributions

As shareholders of the PropertyCo, you may receive dividends from any Occupation Licence fee or income (net of expenses and tax) the Property generates. Details will be provided in the Offer Materials for the specific Property.

Withdrawing funds

Withdrawing funds from your Tressel Wallet can be done at any time. Funds will be transferred to your nominated New Zealand bank account.

9. Tressel Secondary Market

We operate a secondary market through which Investors, if approved by us, may buy and sell Shares in PropertyCos listed on the Platform (Secondary Market). This Agreement and other Platform Documents govern how the Secondary Market will operate.

To participate in the Secondary Market, you must have an Account (refer to Section 2: Account Registration and Investor Eligibility Criteria above).

Investors who wish to sell their Shares in a PropertyCo (Seller) through the Secondary Market may do so by submitting sell orders (Sell Instruction) on the Platform. Sell Instructions (subject to our approval) will be listed on the Secondary Market to be matched with buy orders (Buy Instruction) submitted by Investors (Buyer).

We may change the terms of the Secondary Market (by a change to this Agreement or suspend or cease offering the Secondary Market at any time in our discretion.

How to sell your shares

To sell Shares in a PropertyCo on the Secondary Market, you must place a Sell Instruction. Your Sell Instruction must specify:

the number of Shares in a PropertyCo that you wish to sell; and
the minimum price per Share that you wish to sell for.

Despite anything in this Agreement or the other Platform Documents, we reserve the absolute right to accept or refuse any Sell Instruction.

We cannot guarantee that Sell Instructions listed on the Secondary Market will be matched, either fully or partially. Should there be a partial fill of your Sell Instruction, you may be required to sell fewer Shares than originally specified.

If your Sell Instruction has not yet been matched with a Buy Instruction, you can request its cancellation through the Platform. We reserve the right, at our discretion, to withdraw your Sell Instruction.

We will notify you once any Buy Instructions matching your Sell Instructions are settled.

How to buy shares

To purchase Shares in a PropertyCo on the Secondary Market, you must place a Buy Instruction. Your Buy Instruction must specify:

the number of Shares that you wish to purchase; and
the maximum price per Share you wish to pay.

Placing a Buy Instruction is not a guarantee that you will be able to purchase Shares in a PropertyCo. Should there be a partial fill of your Buy Instruction, you may be required to purchase fewer Shares than originally specified.

If your Buy Instruction has not yet been matched with a Sell Instruction, you can request its cancellation through the Platform. We reserve the right, at our discretion, to cancel your Buy Instruction.

We will notify you once any Buy Instructions matching your Sell Instructions are settled.

Your Buy Instruction is subject to you:

meeting the relevant terms and conditions specified by the PropertyCo;
having sufficient funds in your Tressel Wallet to pay the Investment Amount by the payment deadline.

Your agreement

By submitting a Buy Instruction or Sell Instruction:

you agree to be bound by the terms and conditions of the Secondary Market as set out in this Agreement;
for a Buy Instruction, you agree that it is a legally binding and irrevocable offer to purchase the relevant Shares, including the obligation to pay the Investment Amount;
you must sign or agree to be bound by any documents required to complete the transactions;
you represent and warrant that all information that you have provided to us (whether through the Platform or otherwise) is true and correct;
you hereby unconditionally and irrevocably authorise, and appoint us as your attorney, to execute any documents required by the PropertyCo on your behalf;
you accept that we have the right to not exercise the powers referred to above; and
to the maximum extent permitted by law, you indemnify and hold us (including directors, partners, officers, employees, and agents) harmless against all loss, liability, claims, costs, losses, expenses (including reasonable solicitor/client fees) incurred by us arising (directly or indirectly) from the power referred to above.

Matching and settlement

Where there are multiple Buy Instructions eligible to be matched with a Sell Instruction, a Buy Instruction submitted earliest in time will be given priority over Buy Instructions submitted or created later. Buy Instructions will be matched until the full value of the relevant Sell Instruction is met. If the value of the relevant Sell Instruction is less than the value of the Buy Instruction, the Buy Instruction will be filled up to the full value of the Sell Instruction.

A Buy or Sell Instruction is completed when it matches (either fully or partially) with a corresponding Buy or Sell Instruction, payment is settled, and the relevant Shares are transferred.

Upon a successful match:

a hold will be placed on the Buyer's Tressel Wallet for the matched Investment Amount; or
if your Tressel Wallet has an insufficient balance, you must deposit the relevant Investment Amount into your Tressel Wallet within the browser session (failure to do so will result in the cancellation of both the transaction and the Buy Instruction).

The funds received by us for a completed Sell Instruction will be credited to your Tressel Wallet as soon as we reasonably can.

Tressel Nominee will hold legal title to the Shares as bare trustee on your behalf in accordance with this Agreement and the relevant Subscription Agreement. See Section 10: Our Nominee for more information.

See Section 12: Our Fees and Charges for fees related to our Secondary Market.

10. Our Nominee

Tressel Nominee will hold the legal title to the Shares you subscribe to or purchase on the Platform, but you will be the beneficial owner of these Shares.

As bare trustee, Tressel Nominee will act on your instructions regarding the Shares, including their transfer, but such transfers will be subject to your agreements with the PropertyCo and/or its constitutional documents. The terms of this arrangement will be set out in the Nominee Deed Poll for the relevant PropertyCo.

In summary, you agree with us and acknowledge that:

Tressel Nominee will continue to act as bare trustee under this Agreement, and you agree not to take any steps or exercise any right to terminate the trust or the appointment of Tressel Nominee without our agreement unless Tressel Nominee is found to have been grossly negligent, in wilful default, or in breach of statutory duty.
All instructions to Tressel Nominee must be consistent with this Agreement. Tressel Nominee is not obliged to take any action that is inconsistent with this Agreement or would breach any applicable laws.
You authorise us to instruct Tressel Nominee on your behalf in relation to all routine matters related to your Shares. For discretionary corporate decisions like voting, we will consult you and instruct Tressel Nominee accordingly. If you do not provide timely instructions, we (acting reasonably) are authorised to make decisions on your behalf without being liable for any loss or damage, including any resulting from such action or inaction.
Any income or payments from the Shares held by Tressel Nominee will be paid to your Tressel Wallet promptly, minus any expenses, tax or legally required withholdings.

11. Checks on PropertyCo and Information

Every PropertyCo must meet the following minimum requirements:

be registered with the New Zealand Companies Office;
have no directors who have been declared bankrupt; and
have no directors with prior convictions for fraud or dishonesty.

We perform the following checks on the PropertyCo, and its directors and senior managers by:

checking the registration of the PropertyCo via the Companies Office website,
confirming that the details of the relevant individuals match the information provided to us;
verifying the identity of the individuals;
conducting general internet searches for any publicly available information to find any evidence of bankruptcy or involvement with insolvent companies.

These checks will be conducted within 10 working days prior to an Offer goes live on the Platform.

We exercise the care, diligence, and skill that a prudent equity crowdfunding provider would use under similar circumstances. It is important to note that our checks do not assess the success, commercial viability, or endorse any PropertyCo, Property, or Offer. Investors should not consider our checks as a guarantee of investment outcomes. See also Section 5: The Properties above.

Our checks are based on the information available at the time they are conducted and may not reflect current status, as we do not continuously monitor the statuses. If we discover information that materially contradicts our previous check results, we may suspend or terminate our Services to a PropertyCo at our absolute discretion. This will not affect any Shares already issued by the PropertyCo through our Services.

12. Our Fees and Charges

Fees payable by the Property Vendor to Tressel

Listing Fee: A non-refundable fee of 0.2% of the Funding Target (excluding the long term maintenance fund portion), payable to Tressel prior to listing.
Success Fee: If an Offer is successful, there is a success fee of 1.6% on the funds raised through the Offer (excluding the long term maintenance fund portion). This fee covers the cost of facilitating a successful crowdfunding campaign.
Additional Fee: Should the Property Vendor choose to engage Tressel for additional optional services, such as enhanced support for the offer pitch, applicable fees and charges will be clearly communicated and agreed upon before these services are provided.

Fees payable by the Investor to Tressel

Subscription Fee: Each time you subscribe to Shares in an Offer, there is a 1.6% fee on the total value of your investment. This fee is calculated based on the price per Share multiplied by the number of Shares successfully subscribed. We will deduct this fee from your Tressel Wallet before (or at the same time as) settling the transaction. For clarity, this will only be charged if an Offer is successful.
Secondary Market Fee: Each time you buy or sell Shares on the Secondary Market, there is a 1.6% fee on the total value of the completed transaction. This fee is calculated based on the price per Share multiplied by the number of Shares successfully traded. We will deduct this fee from your Tressel Wallet before (or at the same time as) settling the transaction.
AML/CFT Charges: We may charge you for fees or amounts we incurred for checks that we need to conduct on you (and other related persons) to allow us to manage our anti- money laundering and countering financing of terrorism obligations, as well as any obligations imposed on us by international trade and financial sanctions laws. These charges will be notified to you when you sign up for an Account.
Interest: Any interest earned on funds held in your Tressel Wallet will accrue to us as a fee for our services.

Payable by the PropertyCo to Tressel Services

Administrative Service Fee: This fee is payable by the PropertyCo for ongoing administrative services provided by Tressel Services, a related company of Tressel, after a successful Offer. The fee is generally 10% of the Occupation Licence fee income, and is intended to be funded from the Occupation Licence fee generated by the Property, payable monthly by the PropertyCo. The fee will be governed by an agreement between the PropertyCo and Tressel Services in each case, which will be provided to you.

All fees and other amounts payable under this Agreement exclude GST (unless we state otherwise in writing).

Our fees may change from time to time. We will inform you at least 30 days in advance of any change in our fees.

13. Your Responsibilities

You are responsible for your Account and your access to and use of the Services.

To the maximum extent permitted by law, you agree that:

you are solely responsible for your investment decisions;
you have not relied on any representations from us, except as expressly stated in this Agreement, and we accept no liability to you in this regard;
any information we provide to you is general and should not be the sole basis for your investment decisions, we are not liable for any decisions you make using this information;
you assume full responsibility for any cost, loss, damage, expenses, taxes or fines that may arise from managing your Account or using the Services.

14. Warranties

By applying for an Account and/or as an Investor, you warrant and represent (on an ongoing basis) that:

you meet the eligibility criteria specified in this Agreement to become an Investor;
all the information you have provided, and will provide, to us (whether directly or through a director, agent or professional adviser) is true, complete and accurate;
you have not omitted any information that could reasonably affect our decision to register you for an Account or approve you as an Investor; and
should any of the information you previously provided to us change, or if you become aware of any errors or omissions in that information, you will promptly notify us of these changes, errors, or omissions.

Each party warrants that it has full power and authority to enter into and perform its obligations under this Agreement which, when signed, will constitute binding obligations on the warranting party.

Except as specifically stated in this Agreement, we do not perform additional checks on the Offers, PropertyCos, and Properties. Specifically, we do not make any representations or warranties regarding the accuracy, completeness, or legal compliance of the information provided by the PropertyCo and made available on the Platform.

We rely on each PropertyCo to inform us of any changes to material information previously disclosed in their Offer. While PropertyCos are expected to update their Offer with any new material information during the Funding Period, we may not have the necessary information or the rights and procedures to ensure they do so.

15. Suspension and Termination

This Agreement will remain in effect until your Account is closed by either you or us as described in this Agreement.

Closing your account

You may close your Account by giving us 5 days' written notice via email to hello@housies.co.nz.

We may suspend or close your Account immediately, which would prevent you from investing in specific Offers or using the Secondary Market, if:

your Account's security is compromised;
you breach this Agreement and/or our General Terms of Use;
in our reasonable opinion, there is unauthorised, fraudulent, or illegal activity on your Account;
your actions potentially harm us, the Platform, or other users;
we are required to act by law or a regulator;
we consider your conduct may bring us into disrepute or adversely affect us or any other users' reputation or image.

If your Account is closed or suspended, we may immediately block your access to the Platform and our Services.

We will endeavour to notify you in advance and provide reasons for any such suspension or closure.

We reserve the right to discontinue the Platform and the Services at any time, at our sole discretion. If we choose to do so, we will notify you.

What happens when your Account is closed

Upon the closure of your Account, whether by us or by you:

We may immediately take any necessary actions to remove your access to the Platform and our Services.
All amounts payable by you to us under this Agreement become immediately due and payable.
We may set off any amounts payable to you under this Agreement against any amounts you owe us. You authorise us to deduct the relevant amounts from your Tressel Wallet.
We may cancel or complete any pending Orders/Instructions.

If your Account is closed after you have entered into a Subscription Agreement, you are still obligated to fulfil the terms of that agreement (unless we notify you otherwise).

Remaining balances in your Tressel Wallet, after deductions for fees, taxes, and other owed amounts, will be transferred to your nominated bank account, subject to us being able to comply with our obligations under relevant anti-money laundering laws. If any funds are unclaimed (including because we are unable to locate and communicate with you despite making reasonable efforts to do so) they will be handled according to the Unclaimed Money Act 1971.

16. Liability and Indemnity

If you are a "consumer" under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, nothing in this Agreement will exclude, restrict, or modify any provisions, rights, remedies you may have under these Acts. If you are a "consumer" for the purposes of the Consumer Guarantees Act 1993, our Services come with guarantees that cannot be excluded under that Act, and you have the right to seek redress against us if our Services fail to meet these guarantees.

To the fullest extent permitted by law, and except our obligations at law that cannot be contracted out, we have no liability to you or any other person for any costs, loss, damage, and fines incurred or suffered in any way related to your Account or your access to or use of the Services. This includes, but not limited to, loss of profits, savings, revenue, or business opportunities, whether arising from contract, tort (including negligence), or under any other law. However, this exclusion does not apply to the extent of any claim for direct loss shown to be the direct result of our fraud, dishonesty, or wilful default on obligations to you under this Agreement.

Without limiting the previous provision, should any liability to you arise, the maximum total amount we will be liable to pay you will not exceed the total fees you have paid, or are liable to pay, for the use of our Platform, and Services in the last 12 months.

To the fullest extent permitted by law, you indemnify us against all costs, loss, damage, and fines, and hold us harmless from any claims made by you or anyone else in any way related to your Account or your access to or use of the Services. An indemnity means a promise to pay someone to make up for a loss they have suffered. The indemnity you provide to us does not apply to the extent of any claim for direct loss shown to be the direct result of our fraud, dishonesty, or wilful default on obligations to you under this Agreement.

In this clause "we" and "us" includes Tressel Nominee, as well as our respective directors, officers, employees and contractors.

17. Tax

18. Privacy

We have a Privacy Policy governing the collection, use and disclosure of your personal information by us.

19. Changes to this Agreement

We may update this Agreement at any time and publish the updates on our website. We are not required to notify you about changes that benefit you or do not substantially alter your access to the Platform or Services. For all other changes, we will provide reasonable notice in a manner we deem appropriate, which may include direct messages (via email, text, or in- Platform messages) or by posting a general notification on the Platform.

If you continue to use the Platform or our Services after a notification has been issued or posted, you are considered to have accepted the changes. If you do not agree to the changes, you must notify us, cease using our Platform and Services immediately, and close your Account.

20. General

You unconditionally and irrevocably agree to be bound by any agreement reached by us including through electronic means pursuant to the Contract and Commercial Law Act 2017.

This Agreement (together with the Platform Documents) set out everything agreed by the parties relating to the Account and Services and supersedes and cancels all proposals or prior agreements, oral or written, and all other communications between the parties.

You may not assign, transfer or sub-contract any of your rights or obligations under this Agreement without our prior written approval. We may assign, transfer and sub-contract any of our rights and obligations under this Agreement in whole or in part to any person.

We may provide you with notices, including notices relating to this Agreement by way of electronic communications, which may include direct messages (via email, text, or in- Platform messages) or by posting a general notification on the Platform.

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

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

This Agreement and the use of our Services are governed by New Zealand law. The parties submit to the exclusive jurisdiction of the New Zealand courts. However, you accept that if you are located outside of New Zealand then we may bring a claim in any relevant jurisdiction.

21. Interpretation

In this Agreement, unless the context otherwise requires:

words stated in the singular include the plural and vice versa;
clause and headings are for convenience only and do not affect the interpretation of this Agreement;
a person includes company, partnership, joint venture, association, corporation, or other body corporate and any government agency as well as an individual;
a party to this Agreement includes that party's permitted assigns;
including and similar words do not imply any limitation;
references to any legislation include regulations and other statutory instruments under it and consolidations, amendments, re-enactments, and the corresponding provisions of any replacements or amendments of any of them;
references to a document or agreement include that document or agreement as amended, supplemented, or replaced from time to time;
all monetary amounts are stated and are payable in New Zealand dollars;
working day means a day on which registered banks are open for business in Auckland, New Zealand.

Tressel Limited - Investor's Agreement