The Platform provides investors the opportunity to invest in New Zealand residential properties by purchasing shares in Home Trusts created and operated by Homeshare.

The shares are technically units in the Home Trusts, which are “managed investment products” as defined in the FMC Act (each a Share).

Each Home Trust is established under the Master Trust Deed and the relevant Home Trust Conditions. The purpose of each Home Trust is to acquire, hold, and manage a residential property, with the aim of generating returns for investors. As an investor, you will have a beneficial interest in the property acquired by the relevant Home Trust, including a proportional share to distributions from the Home Trust arising from any nett rental income generated from the property.

We also operate a Secondary Market where investors may buy or sell Shares through the Platform. Read more.

Homeshare Scheme Management Limited is the operator of the Platform and the manager of each a Home Trust.

Homeshare Trustees Limited is the trustee for each Home Trust, holding its assets on trust for you and other investors.

By accessing the Platform, and/or using the Services, you agree to these Terms. If you are accessing and using the Services on behalf of another person (such as a company or trust), you confirm that you are authorised to do so and that you agree to these Terms on their behalf. By agreeing to these Terms for another person, you confirm that the person is bound by them.

If you do not agree to these Terms, you must not create an Account, and you must stop using the Platform and Services immediately.

If you have created an Account and wish to invest in a Home Trust, you agree to the terms outlined in the Master Trust Deed, the relevant Home Trust Conditions, and Offer Materials. You will be prompted to confirm your agreement during the investment process.

In the event of any conflict between these Terms and any written or verbal communication between you and us, these Terms will take priority. Similarly, if there is a conflict between these Terms, the Master Trust Deed, Home Trust Conditions, or other Offer Materials, the Home Trust Conditions will take priority, followed by the Master Trust Deed, and then other relevant Offer Materials.

The Platform allows individuals and/or entities who create an Account to invest.

You can own Shares in two ways:

The Home Trusts are created and managed by Homeshare. The rights associated with your Shares, including distributions, are as set out in the Master Trust Deed, Home Trust Conditions and Offer Materials.

To invest in a Home Trust, you must first successfully create an Account and meet all eligibility criteria we specify from time to time. Read more.

Once your Account is open, you may top-up funds to your Wallet. Read more.

You can use the funds in your Wallet to invest. The application to invest constitutes an application to subscribe for Shares on the terms of the Master Trust Deed, the Home Trust Conditions, and relevant Offer Materials. Read more.

You can create an Account only if you meet, and continue to meet, the following criteria:

1. if an individual, be at least 18 years old;

2. have and continue to have a valid email address and password;

3. you have provided accurate, complete and truthful information as required by us for any reasonable purpose, including Account opening, tax information, AML/CFT requirements and Wholesale Investor certification; and

4. you consent to us collecting and using Personal Information that you have provided to us in accordance with our Privacy Policy.

By making an Order (which, for the purpose of this clause 6.3, includes a Buy or Sale Order under clause 7), you agree and confirm that:

1. your Order is a legally binding and irrevocable;

2. you have read and accept the Master Trust Deed, relevant Home Trust Conditions, and other Offer Materials, made available on the Platform including through electronic means pursuant to the Contract and Commercial Law Act 2017;

3. any certificate, document, and supporting information provided to us to confirm your status as a Wholesale Investor will be given to, and can be relied upon by, us;

4. you may not acquire more than 20% of the Shares of any investor class of a Home Trust which is a PIE (in aggregate with any associate as defined in the Income Tax Act 2007 (NZ) of any other investor in relation to the Home Trust), except otherwise agreed with us.

We may in our sole discretion:

1. require you to provide any further information or documents;

2. accept or reject your Order;

3. issue you with fewer Shares than you applied for in your Order;

4. meet some or all of your Order with issued Shares held by an underwriter or an existing investor (in such circumstances, we will fill your Order by a transfer of Shares, which is automatically treated as a Buy Order (defined below at clause 7);

5. withdraw a Live Listing before its closing date, or if the Live Listing has no closing date withdraw the Live Listing at any time;

6. amend any of the Offer Materials, provided that in making any such amendment, we will not increase your subscription for Shares in your Order, remove any specific rights that you would have under the Offer Materials or cause the Offer Materials to be materially more onerous or adverse to you, before the amendment; and

7. take any other actions that we consider necessary to maintain a Home Trust’s PIE status.

We reserve the right to accept or refuse a Buy or Sale Orders, or to withdraw it subsequently (for example, including the following circumstances:

1. in our reasonable opinion, any applicable law or regulation has not been complied with;

2. if we are not satisfied that the person placing the Orders is a Wholesale Investor;

3. in our reasonable opinion, the sale or purchase of the relevant Shares would or could threaten the Home Trust’s status as, or eligibility to be, a PIE or would make that Trust an “overseas person” for the purposes of the Overseas Investment Act 2005;

4. if any tax (including PIE tax) or any other unpaid amounts, duties, commissions, fees, or charges remain outstanding in relation to the relevant Shares;

5. where any restrictions or limitations on the transfer of any Shares of a Home Trust contained in the Home Trust Conditions for that Home Trust have not been complied with.

Additionally, we do not guarantee that Buy Orders or Sale Orders listed on the Secondary Market will be matched, either fully or partially. We may change the terms of the Secondary Market, suspend or cease providing the Secondary Market at any time in our discretion.

1. To sell your Shares, you need to complete a Sale Order specifying the number of Shares you wish to sell and the minimum price per Share (within the Fixed Price Range) (Share Price).

2. To buy Shares, you need to complete a Buy Order specifying the number of Shares that you wish to buy and the maximum price per Share you wish to pay for.

3. We will let you know if a Sale Order has been matched with a Buy Order (Match). There may be a partial fill of the Sale or Buy Order, in which case, you will be required to buy or sell only some less Shares than specified in your Orders.

4. Where there are multiple Buy Orders eligible to be matched with a Sale Order, a Buy Order submitted earliest in time will be given priority over Buy Orders submitted later. Buy Orders will be matched until the full value of the relevant Sale Order is met. If the value of the relevant Sale Order is less than the value of the Buy Order, the Buy Order will be filled up to the full value of the Sale Order.

5. You agree and acknowledge that your Buy or Sale Order might be partially filled, in which case we may require you to proceed with fewer Shares than you specified in your Buy or Sale Order.

6. If there is a Match:

   1. we will place a hold on the buyer’s Wallet for the matched amount, calculated based on the number of Shares being purchased and the Share Price (Purchase Amount);

   2. we will credit the Purchase Amount (less fees and certain taxes) to your Wallet as soon as reasonably possible and facilitate the transfer of the relevant Shares from you to the buyer.

7. If there is no Match, you can either leave the Sale Order or Buy Order active or request to withdraw.

When you access and use the Platform, and our Services, you agree that you will:

1. comply with and use the Platform and our Services in accordance with these Terms;

2. comply at all times with all applicable laws, including cooperating, assisting and providing information to us in relation to such compliance when we request;

3. act in good faith towards us and other users at all times;

4. keep your Account username and password secure, confidential, and protected from misuse;

5. immediately notify us if you become aware that any information or representation given by you, or on your behalf, to us has become untrue, misleading or incomplete; and

6. immediately notify us if you become aware of any disclosure or unauthorised use of your user details, by sending an email to support@homeshare.co.nz or notifying us through the Platform.

You must not (nor attempt to):

1. infringe the rights of any person or entity, including any Intellectual Property Rights, privacy and/or contractual rights;

2. interfere with or attempt to impair our computer systems or transmit software, viruses, worms or other harmful files, code or malware;

3. use a robot, spider, scraper or other unauthorised means to access the Platform or extract data or any content shown on the Platform;

4. reverse engineer any aspect of the Platform, or attempt to gain any unauthorised access to any part of the Platform, including attempting to gain access to another person’s Account;

5. use the Platform, and/or the Services to engage in any restricted, unethical, or illegal activities (whether illegal in New Zealand or where you are located); or

6. do anything else that may interfere with or negatively affect the operation of our Platform, the Services or other users’ use and enjoyment of the Services, and/or the Platform.

When you access and use the Platform, and our Services, you agree that you represent and warrant to us (on a continuing basis) that:

1. you will provide true, current and complete information (including your contact details) in all of your dealings with us; and

2. you are the beneficial owner of the Account, and no one else has rights of any kind over the amounts (including security interests) in the Account;

3. you will not be in breach of or infringe any provisions of any existing arrangements to which you are a party to by agreeing to these Terms;

4. if you are a company or other entity, you are duly organised, validly existing and in good standing under the laws of your jurisdiction of organisation;

5. you have read and understood the risks set out in clause 12 and understand that investments via the Platform are speculative and involve a substantial degree of risk of loss of your entire investment;

6. you are a Wholesale Investor; and

7. your use of the Platform and our Services, or investment in any Home Trust, will not violate any law outside New Zealand and any such transaction is lawful in the country of your principal place of business or residence.

1. When you use the Platform, you agree to pay us the fees set out on the “Fees” page of the Platform availablehere, in these Terms, in Home Trust Conditions or in separate agreements.

2. In addition to the fees set out on the “Fees” page of the Platform, our fees also include:

   1. a fee equal to any interest earned on funds in your Wallet (net of any applicable tax) which are not invested in a Home Trust (including funds which have been paid from a Home Trust into your Wallet;

   2. fees specific to an investment in a Home Trust, which are set out in the Home Trust Conditions for that Home Trust).

3. We may change our fees from time to time by giving you notice (either by email or on the Platform).

4. You are responsible for any third-party fees, costs or expenses you incur in relation to receipt of our Services.

5. If amounts are outstanding by you, you agree that we can do one or more of the following:

   1. set off any money you owe us against money we owe you;

   2. pay us using any money in your Wallet;

   3. sell or otherwise deal with Shares held by you and pay us using the proceeds;

   4. immediately cancel or suspend any of your withdrawal requests; or

   5. take legal action against you to recover any money you owe us, along with any costs and expenses we have to pay to get the money back.

6. All fees, costs and charges payable will be charged plus GST (if any).

From time to time, we may elect for a Home Trust to become a PIE. While we generally intend to elect for a Home Trust to become PIE when the legal requirements have been met:

1. we have no obligation to make any such election; and

2. we do not guarantee that any Home Trust will become a PIE or maintain its PIE status (as applicable).

A Home Trust that is not a PIE will be taxed as a company and the returns you receive from investing in that Home Trust will be subject to the ordinary tax rules which may result in a lower after-tax return.

You:

1. will provide to us any information that we consider necessary for the purposes of complying with Tax law;

2. warrant (on a continuing basis) that all such information you provide to us is true and accurate; and

3. undertake to notify us as soon as reasonably practicable if any previous information provided to us is no longer current, accurate or complete.

From time to time, we may be required under law to deduct Tax from amounts we pay to you. If we reasonably determine that we are required to deduct Tax from a payment to you, we may:

1. make the payment net of that Tax (and any other relevant expense) and will not be liable to pay you any additional amount on account of the Tax or relevant expense withheld; and

2. issue a withholding tax certificate (if applicable). We do not guarantee that you will be entitled to a Tax credit for the Tax withheld and will have no liability to you in relation to the credit.

1. Your use of the Platform and Services is at your own risk.

2. To the extent permitted by law, we provide the Platform and Services on an “as is” and “as available” basis, without any warranties or conditions of any kind, either express or implied. We make no warranty that the Platform or the Services will meet your requirements, will be available on an uninterrupted and error free basis, or will be accurate, reliable, or complete. You acknowledge and accept that the Platform may be temporarily unavailable from time to time for maintenance and/or upgrade or due to unexpected technical issues.

3. Without limiting clause 12, we have no liability or responsibility to you or any other person for any Loss in connection with:

   1. the Platform being unavailable (in whole or in part) or performing slowly;

   2. any error in, or omission from, any information made available through the Platform;

   3. any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Platform. To avoid doubt, you are responsible for ensuring the process by which you access and use the Platform protects you from this; and

   4. any site linked from the Platform. Any link on the Platform to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

4. We make no representation or warranty that the Platform is appropriate or available for use in all countries or that the content satisfies the laws of all countries.

5. Any information on the Platform does not constitute financial advice for the purposes of the FMC Act. Nor do any statements on the Platform take into account your personal financial circumstances and objectives.

6. All information accessible on the Platform relating to the underlying property (including information memoranda, marketing materials, third party reports, periodic and current reporting, and other similar materials) are general in nature and does not contain all information that a prospective investor may require to evaluate a decision to invest in the proposed investment and the risks associated with such investment.

7. You must carefully read all available information, including the risks set out below, and consider your personal financial circumstances before investing in any Home Trust. If you are unsure about any aspect of investing in the Offers or managed investment products you should seek independent advice (legal, taxation, financial, technical, or otherwise) before investing.

8. To the extent permitted by law, your access to and use of the Platform and the Services is entirely at your own risk. Other than in respect of the rights and remedies available to consumers under the Consumer Guarantees Act 1993, to the maximum extent permitted by law, we are not responsible or liable for any direct, indirect, incidental, consequential, or special damages or loss incurred or suffered by you or any other person, arising out of or connection with, your access to, or use of, the Platform or Services available through the Platform.

Returns on your investment are not guaranteed. Making an investment involves risk and you could get back less money than you put in.

Residential property values can increase or decrease, influenced by various factors including economic conditions, political changes, and taxation. These factors can impact the residential property market and, in turn, the value of individual property that a Home Trust is invested in. The value of Shares could be adversely affected by a downturn in the residential property market, particularly in terms of capital value and/or a decline in residential rental yields.

Rental income and returns depend on securing suitable tenants and their timely payment of rent. There is a risk that rental income may decline, appropriate tenants may not be found, or tenants may default on their tenancies, any of which could reduce the Home Trust’s assets and income available for distribution. Any forecast is based on current market trends, comparable properties, and economic conditions.

Your investment, and any returns you receive may be subject to the tax laws of New Zealand and other jurisdictions. We do not provide any tax advice. You are solely responsible for understanding how your activities in relation to the Platform will be taxed under the laws applicable to you.

Changes in any law (including tax laws), regulation or government policy in New Zealand could have an impact on the performance of your investment.

To the maximum extent permitted by law:

1. we are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Platform, the Services or your access and use of (or inability to access or use) the Platform/Services, unless:

   1. this is caused by our wilful default or fraud; or

   2. the Loss is covered by an amount available to be paid out under any relevant insurance held by us.

2. We are not liable or responsible to you or any other person for the diminution or loss in value of any investment made by you via the Platform.

Without limiting any other provisions, if we are found to be liable for any Loss under or in connection with these Terms, our maximum aggregate liability to you will not exceed the total fees you have paid us, or are liable to pay us, for the use of the Platform, and Services in the last 12 months.

To the maximum extent permitted by law, you indemnify us from, and hold us harmless against, any and all Loss which may arise out of or relates to:

1. your use of the Platform and/or the Services;

2. any breach of these Terms, the Master Trust Deed, any Home Trust Conditions, or Privacy Policy by you;

3. any information that you provide via the Platform (including your warranties and representations) are false, misleading or incorrect; or

4. any damage that you may cause the Platform.

An indemnity means a promise to pay someone to make up for a loss they have suffered. This indemnity includes without limitation, liability relating to Intellectual Property Rights and breaches of privacy.

However, this does not apply to the extent of any claim for Loss that is shown to be the direct result of our fraud, dishonesty, or wilful default on obligations to you under our Terms.

You acknowledge that the information available on the Platform (including information contained in Home Trust Conditions) may contain confidential information.

You agree to keep all such information in confidence and not disclose it to any person (except legal, accounting or financial advisers where appropriate confidentiality agreement, including by virtue of professional duties of confidentiality, have been obtained), use for your benefit (other than by investing via the Platform), or use it to the detriment of Homeshare or any other person to whom the information relates, unless:

1. disclosure is required by law or by the rules or regulations of any relevant stock exchange or other relevant regulatory authority;

2. with our prior express approval; or

3. the information becomes public knowledge other than as a result of a breach of these Terms.

We may immediately suspend or close your Account at any time, without limiting our other rights or remedies under these Terms or at law, if we reasonably consider that:

1. You fail to provide us with the information we request, or you do not meet our eligibility criteria for having an Account.

2. You have breached, or threatened to breach, any law or these Terms.

3. You have undermined, or attempted to undermine, the security or integrity of our Services or the Platform.

4. You have used, or attempted to use, the Platform or the Services to engage in illegal, illegitimate, unethical, or offensive conduct (e.g., money laundering or fraud).

5. We have reasonable grounds to believe we are required to do so to meet our legal obligations.

6. A regulator requests that we do so.

If your Account is closed or suspended for any reasons under clause 17.3(a) to (d), you will be responsible for any costs and expenses associated with the closure or suspension. We are not responsible for any Loss you suffer as a result.

If your Account is suspended:

1. we will use reasonable efforts to notify you of the suspension;

2. we are not obligated to, but may, at our discretion, complete any pending or processing transactions at the time of suspension or closure;

3. we will use reasonable endeavours to restore your access to the Platform and Services, including your Account, within 14 days of you demonstrating to us, acting reasonably, that the reason for such suspension no longer exists.

Upon the closure of your Account, whether initiated by us or by you under these Terms:

1. we may cancel or complete any pending Orders in our discretion;

2. we will not refund any part of any fees or charges already incurred (including any applicable fees);

3. all amounts payable by you to us under these Terms become immediately due and payable;

4. unless otherwise agreed with you in writing, we may sell, deal with, or withdraw money in your Wallet or Shares in your Account to set off any applicable fees due to us and taxes;

5. any remaining balances in your Wallet, after deductions for fees, taxes, and other owed amounts, will be transferred to your nominated bank account, subject to our compliance with relevant anti-money laundering laws. If any funds are unclaimed (e.g., because we cannot locate or communicate with you despite reasonable efforts), they will be handled according to the Unclaimed Money Act 1971.

No party shall be liable for any failure or delay in complying with any obligation imposed on that party under these Terms if:

1. the failure or delay arises, directly or indirectly, from a cause beyond that party's control and not due to the fault or inconsistency, or intentional act or omission of that party;

2. that party, on becoming aware of the cause, promptly notifies the other parties in writing of the nature and expected duration of the obligation affected by the cause; and

3. that party uses best endeavours to:

   1. mitigate the effects of the cause on that party's obligations under these Terms; and

   2. perform that party's obligations under these Terms on time despite the cause,

but nothing in this clause shall excuse a party from any obligation to make a payment when due under these Terms.

Account means your account registered with us in order to use the Platform and the Services.

AML/CFT means requirements under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and associated regulations.

Business Day means any day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.

Dollars, NZD, and $ means the lawful currency of New Zealand.

Fixed Price Range means the price range per Share applicable to sale transactions on the Secondary Market.as set out in the Platform Documents. This range is determined by the Manager based on the Market Value of the Property. The price at the lower end of the range is set at no more than 25% below the Market Value per Share, while the price at the upper end is set at no more than 25% above the Market Value per Share.

FMC Act means the Financial Markets Conduct Act 2013.

GST means goods and services tax imposed under the Goods and Services Tax Act 1985.

Home Trust means the unit trust within the Homeshare Scheme described in Home Trust Conditions.

Home Trust Conditions means the additional terms and conditions declared by Homeshare specific to a Home Trust which, together with the Master Trust Deed, form the governing document for the Home Trust as a unit trust.

Homeshare Scheme means the scheme established as the Homeshare Scheme managed by Homeshare.

Intellectual Property Rights means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including rights in code and software), database rights, rights in confidential information, our brand, goodwill and any other intellectual property rights whatsoever, irrespective of whether such intellectual property rights have been registered or not, which may subsist in any part of the world. Live Listing has the meaning set out in clause 3. Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Live Listing has the meaning set out in clause 3.

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Master Trust Deed means the master trust deed declared by Homeshare to establish the Homeshare Scheme.

Personal Information means information about an identifiable, living person. PIE (or Portfolio Investment Entity) has the meaning ascribed to it in the Income Tax Act 2007.

PIE (or Portfolio Investment Entity) has the meaning ascribed to it in the Income Tax Act 2007.

Platform means the website, and any other website operated and maintained by us for the Services and includes any software or web application we make available to you to enable you to access the Services using mobile devices.

Privacy Policy means the policy designated as such by us from time to time and available here.

Services means the performance by us of activities in relation to the Platform and the Homeshare Scheme and any other activities for which we may need to interact with you.

Offer Materials means the principal written document or documents such as an information memorandum by which Shares are offered for issue or sale, including the Home Trust Conditions and other relevant information made available on the Platform. Open Sales has the meaning set out in clause 3.

Open Sales has the meaning set out in clause 3.

Order means a request by an investor to subscribe for Shares in a Live Listing, or to buy or sell Shares in Open Sales via the Secondary Market, as applicable.

Share means a unit in a Home Trust.

Tax means:

1. all forms of taxes (whether direct or indirect), duties, charges, imposts, withholdings, deductions, rates and the equivalent government charges or levies by or under whatever act or statute imposed or levied or charged or required to be withheld (collectively and individually taxes), whether in New Zealand or elsewhere; and

2. all interest, penalties or fines, related to, or arising in connection with the imposition or non or late or under payment of such taxes.

Wallet means the notional transactional record maintained by Homeshare for each Account holder which records the beneficial entitlement of that Account holder to the credit balance of the bank account that Homeshare or its related company maintains at a registered bank for the purposes of clause 5.1.

Wholesale Investor means a wholesale investor for the purposes of Schedule 1 of the FMC Act or a person who is otherwise not required to receive disclosure under Part 3 of the FMC Act.

In the construction of these Terms, unless the context requires, any reference to:

1. anything required by these Terms to be done on a day which is not a Business Day may be done effectually on the next Business Day;

2. headings appear as a matter of convenience and do not affect the construction of this agreement;

3. any document, including these Terms, includes a reference to that document as amended or replaced from time to time;

4. including and similar words do not imply any limitation.

5. person includes a reference to an association of persons, an individual natural person, company, limited partnership, body corporate, body politic, firm, joint venture, association (whether incorporated or unincorporated), trust, or governmental or regulatory agency or authority, whether or not having a separate legal personality;

6. a party to this agreement, or any other document or arrangement, includes that party’s executors, administrators, substitutes (including persons taking by novation), successors and permitted assigns;

7. any amounts referred to in this agreement exclude GST unless otherwise stated;

8. a reference to a gender includes each other gender; the singular includes the plural and vice versa;

9. a statute, or statutory provision, or order or regulation made under it includes that statute, provision, order or regulation as amended, modified, re-enacted or replaced from time to time (whether before or after the date of this agreement) and to any previous statute, statutory provision, order or regulation amended, modified, re-enacted or replaced by that statute, provision, order or regulation.