Terms & Conditions
These Terms & Conditions constitute an agreement between Link Market Services Limited ('Link') and you ('you') and govern your access to, and use of, Link's proprietary online service known as the Issuer Service Centre.
In consideration of being provided with access to and use of the Issuer Service Centre, you agree to comply with these Terms & Conditions each time that you access and make use of the Issuer Service Centre.
1. ACCESS
| a) | All references to the Issuer Service Centre in these Terms & Conditions must, unless the context requires otherwise, be read as references to the Issuer Service Centre Link has expressly authorised you to access and use. |
| b) | Link will provide you with a unique username and password, which together comprise your login to the Issuer Service Centre ('Login'). |
| c) | The Login provided by Link to you is for personal use only and is non-transferable. You must ensure the security of your Login at all times and, in particular, prevent disclosure of your Login to any person. |
| d) | If you become aware that your Login has been disclosed to any person other than yourself, you must immediately notify Link. Link may, upon being notified or otherwise becoming aware of such disclosure, take all reasonable steps to maintain the security and confidentiality of the Issuer Service Centre. This may include suspending or terminating your access to, and use of, the Issuer Service Centre. No right of relief or compensation will arise in your favour in respect of steps taken by Link in accordance with this clause. |
| e) | You are responsible for obtaining access to the Issuer Service Centre (including access to the Internet via an Internet Service Provider and any associated costs related thereto) and for maintaining your computer system and any other equipment required by you to access the Issuer Service Centre. Link makes no warranties regarding the access, speed, timeliness or availability of the Internet or network services. |
2. PERMITTED PURPOSE
The Issuer Service Centre must only be accessed and used by you for your internal business purposes or as otherwise expressly permitted by Link in writing and not otherwise.
The information contained in the Issuer Service Centre is not intended to be used as the basis for making any investment decision and does not constitute investment advice nor an offer, invitation, solicitation, or recommendation to engage in any transaction, or an opinion or recommendation in relation to acquiring or disposing of a financial product.
3. CONFIDENTIALITY
| a) | The Issuer Service Centre is a proprietary web-based service, the features, format and functionality of which you must keep confidential during and after the Term (subject to the exception in clause 3(d) below). |
| b) | Link may, at any time in its sole discretion, limit or restrict the functionality of, or access to, the Issuer Service Centre where it considers it appropriate to do so to protect its rights in the Issuer Service Centre. |
| c) | You acknowledge that you may access and obtain non-public information of the Company and the Company’s shareholders through the Issuer Service Centre. You agree to maintain the confidentiality of all such non-public information provided by you in using the Issuer Service Centre consistent with the requirements of applicable law. |
| d) | You may, at any time, discuss with any person the features and functionality of the Issuer Service Centre described from time to time on Link’s public website at www.linkmarketservices.co.nz. |
4. INTELLECTUAL PROPERTY
| a) | Link is the sole owner of the Issuer Service Centre and any intellectual property rights in the Issuer Service Centre and, subject to any intellectual property rights of the Issuer, its contents arising there from. |
| b) | You must not contest or challenge, in any manner, Link's ownership of the Issuer Service Centre and associated intellectual property rights, and must not take any action which reduces, or has the possibility of reducing, the value of the Issuer Service Centre or its related intellectual property rights to Link. |
| c) | The material in the Issuer Service Centre may be protected by copyright, trademark or other intellectual property rights belonging to Link or third parties. You may access, download and make hard copies of information for internal business purposes in accordance with the these Terms and Conditions but may not make any other commercial use of the information from the Issuer Service Centre. You must not do anything to, or attempt to, alter or modify the information in the Issuer Service Centre, except pursuant to the Issuer Service Centre mechanisms provided for that purpose. |
5. YOUR CONDUCT
| a) | You must not use the Issuer Service Centre for the benefit (either as a result of direct usage or through the provision of data from the Issuer Service Centre) of any other third party. |
| b) | Whilst Link takes reasonable care to ensure that electronic communications generated by it through the Issuer Service Centre are free of viruses or other corruption of data, before opening or using any documents or attachments, you must check them for viruses and defects. Link’s liability in this respect is limited to re-supplying any affected documents or attachments. You are responsible for ensuring all electronic communications sent by you to Link are free from viruses or defects. If a communication from you is found to contain a virus, Link shall not be obliged to receive or act upon such communication. |
| c) | You are responsible for the accuracy and completeness of any information you enter into the Issuer Service Centre for purposes of generating a work order. Link is entitled to rely on such information in submitting the work order for processing. |
6. LIABILITY
| a) | All implied conditions, warranties and rights are excluded from these Terms & Conditions, except for those which cannot be excluded by virtue of law. Where any condition, warranty or right is implied by law and cannot be excluded, Link limits its liability for breach of, or other act contrary to, that implied condition, warranty or right, in connection with the supply of services, to one of the following: (A) the supplying of the services again; or (B) the payment of the costs of having the services supplied again. |
| b) | Link will not be liable to any person, whether in contract, tort (including negligence), under statute (to the extent permitted by law) or otherwise for, or in respect of, any direct, indirect or consequential loss or damage, or any loss of profits, sales, turnover, reputation (or damage to it), production, anticipated savings, goodwill, business opportunities, customers, software or data, or loss under or in relation to any other contract, suffered by you or any other person and arising out of any breach or other act or omission in connection with these Terms & Conditions. |
| c) | Whilst Link will use all reasonable endeavours to ensure the accuracy and timeliness of the data available in the Issuer Service Centre, Link will have no liability, whether arising directly or indirectly from the use of this data, for any errors or omissions (including any errors or omissions arising from the negligence of Link). You acknowledge that your reliance on the data within the Issuer Service Centre (whether provided by Link, yourself or third parties) is entirely at your own risk. |
| d) | Any breach of any of your obligations under these Terms & Conditions (including, but not limited to, your obligations to ensure the security of your Login and to maintain the confidentiality of the features, format and functionality of the Issuer Service Centre) will cause significant damage to Link. In the event of such breach, Link will have recourse to any and all remedies available to it in law, under statute, or otherwise, including, but not limited to, damages, injunctive relief and specific performance. |
7. TERM AND TERMINATION
Your access to the Issuer Service Centre may be terminated immediately by Link if you commit a breach of these Terms & Conditions or otherwise upon reasonable notice.
8. GENERAL
| a) | Link reserves the sole right to vary these Terms & Conditions from time to time, and will notify the User of any such changes if and when they occur. |
| b) | You may not assign or otherwise transfer any of your rights or obligations under these Terms & Conditions without the express written consent of Link. |
| c) | Link is not liable for any failure to observe its obligations under these Terms & Conditions where such failure is wholly or substantially due to circumstances beyond its reasonable control. |
| d) | Any notice given in connection with these Terms & Conditions must be in writing and must be addressed to a party and either: (i) hand delivered to, or sent by post to, the party's registered office, principal place of business or other address the party notifies for the service of notices; (ii) sent by fax to any fax number the party notifies for the service of notices; or (iii) sent by email to any email address the party notifies for the service of notices. |
| e) | A notice is taken to have been given: (i) in the case of being hand delivered, on the date on which it is delivered; (ii) in the case of being sent by post, on the third day after the date of posting; (iii) in the case of being sent by fax, at the time of dispatch as confirmed by a transmission report by the sending machine; and (iv) in the case of delivery by email, at the time sent. |
| f) | Link reserves the right without notice to make any technical changes it considers necessary or desirable to the Site or when it considers that it is in Link’s or its clients’ interests to do so, without providing prior notice. |
| g) | Reports requested and files transmitted through the Issuer Service Centre will be available for a limited period of time. The retention period vary based upon the type of report or files. |
| h) | The rights and obligations in clauses 1(d), 2, 3, 4, 5 and 6 together with any other clauses which from their nature or context are intended to survive, will survive the termination or expiry of these Terms & Conditions. |
| i) | These terms and conditions serve as a supplement to the terms of the service agreement between Link and the Company, which remain in full force and effect. To the extent there is any conflict between these terms and conditions and such service agreement, the service agreement shall govern. |
9. LAW
These Terms & Conditions will be governed by the law in force in New Zealand, and any dispute or claim arising out of, relating to or in connection with this agreement will be subject to the exclusive jurisdiction of the courts of New Zealand, to which the parties irrevocably submit.