These Terms were last updated on 20/06/2023.
Any information on the Platform and Website does not constitute financial advice for the purposes of the Financial Markets Conduct Act 2013. Nor do any statements on the Platform and Website take into account your personal financial circumstances and goals.
1. Application of terms
1.1 These Terms apply to your use of our Platform and the Website. By creating an Account with us and by accessing, browsing or otherwise using the Platform and the Website:
(a) you agree to these Terms; and
(b) where your access and use is on behalf of anotherperson (e.g. a company), you confirm that you are authorised to, and do infact, agree to these Terms on that person’s behalf and that, by agreeing tothese Terms on that person’s behalf, that person is bound by these Terms.
1.2 If there is any conflict between these Terms andany written or verbal communication between you and us, these Terms will takeprecedence.
1.3 You can use the Platform as a Landowner to list your Land and generate and sell VCUs, as a Seller to sell VCUs, or as Buyer to buy VCUs or to fund the planting of Native Trees in exchange for future VCUs(represented as non-tradeable PCUs).
2. Definitions andinterpretation
2.1 In these Terms:
Account meansyour account registered with us in order to use the Platform.
Afforestation Agreement means an agreement between a Landowner and us, or one of our related entities, containing a commercial agreement in relation to planting Native Trees on the Landowner’s land.
AML/CFT meansrequirements under the Anti-Money Laundering and Countering Financing ofTerrorism Act 2009 and associated regulations.
Business Day means any day otherthan a Saturday, Sunday or public holiday observed in Christchurch, NewZealand.
Buyer means a user of the Platform who wants tobuy VCUs or fund the planting of Native Trees in exchange for future VCUs.
Carbon Unit has the samemeaning as given to the term “New Zealand unit” (NZU) in the CCRA and inthe ETS representing one metric tonne of sequestered carbon, also known as acarbon credit colloquially.
Carbon Wallet means theelectronic wallet where Carbon Units are digitised and represented as VCUs andwhere we may also show PCUs.
Cash Wallet means theelectronic wallet where money transferred to us is digitised and represented.
CCRA means the Climate Change Response Act 2002.
ETS means the New Zealand Emissions Trading Scheme provided for in the CCRA.
Financial Product has the meaninggiven to it in the FMC Act.
FMC Act means theFinancial Markets Conduct Act 2013.
Forestry Right means an agreementbetween a Landowner and us, or one of our related entities, under which theLandowner grants a right pursuant to the Forestry Rights Registration Act 1983to plant trees on the Landowner’s land, together with all variations.
Intellectual Property Rights meanspatents, trademarks, service marks, trade names, registered and unregistereddesigns, trade or business names, copyright (including rights in code andsoftware), database rights, rights in confidential information, our brand,goodwill and any other intellectual property rights whatsoever, irrespective ofwhether such intellectual property rights have been registered or not, whichmay subsist in any part of the world.
Land meansland forest is, or is to be, planted on.
Landowner means a person who owns Land or has another right which allows them to receive Carbon Units in respect of the Land and who wishes either to sell Carbon Units or to enter in to an Afforestation Agreement and Forestry Right for the purpose of planting new Native Trees.
Native Trees means any nativespecies of trees that may be registered in the ETS.
NZETR means the New Zealand Emissions TradingRegister.
Personal Information means information about an identifiable, living person.
PCU means a digital representation for the purposes of our Platform of a projected Carbon Unit, that is, a representation of a future Carbon Unit that has not been recognised by the ETS and does not yet exist on the NZETR.
Platform means our onlinefacility that enables:
(a) Landowners to list their Land, or to enter into Afforestation Agreements and Forestry Rights, allowing the generation and holding of VCUs;
(b) Sellers to sell VCUs; and
(c) Buyers to buy VCUs, or to fund the planting of Native Trees in exchange for future VCUs.
Seller means a user of the Platform who wants to sell VCUs.
Services means our performance of activities in relation to the Platform, Website, Underlying System, and any other activities for which we may need to interact with you.
Terms means these terms and conditions titled Platform and Website Terms of Use.
Tree Replacement Insurance means the tree replacement insurance that we will take out and maintain in accordance with the terms of each Forestry Right. Underlying System means any network, system, software, data or material that underlies or is connected to the Platform and Website.
VCU means a digital representation for the purposes of our Platform of a Carbon Unit that has been recognised by the ETS and exists on the NZETR.
Website means the root domain mynativeforest.com and any related domains or sub-domains.
2.2 Unless the context requires otherwise, in these Terms:
(a) capitalised terms have the meaning given to them inclause 2.1;
(b) you or your means the person(s) who accesses the Platform and Website and to whom we provide the Services as notified to us when an application is made. Where applicable, this generally means Landowners, Sellers and Buyers (unless a provision explicitly applies to one type of user), and any persons who may act on their behalf;
(c) we, us or our means MyNativeForest Limited and includes any of our associated companies who may provide services via the Platform and the Website, including entry into Afforestation Agreements and Forestry Rights;
(d) the singular includes the plural and vice versa;
(e) including and similar wordsdo not imply any limit;
(f) references to dollar signs ($) or currency are to New Zealand currency;
(g) a reference to a "person" includes:
(i) an individual, body corporate, association ofpersons (whether corporate or not), trust, state, agency of state and any otherentity (in each case, whether or not having separate legal personality); and
(ii) that person’s successors, permitted assigns, executors and administrators (as applicable); and
(h) a reference to any legislation or rule includes any statutory regulations, rules, orders, or instruments made or issued pursuant to that legislation or rule and any amendment to, or re-enactment or replacement of, that legislation or rule.
3. Platform
3.1 The Platform is not (and is not required to be) a licensed financial products market for the purposes of the FMC Act.
3.2 We do not offer any Financial Products for the purposes of the FMC Act. Where a Buyer funds the planting of Native Trees in exchange for future VCUs, the Buyer is not buying a “derivative” (or any other Financial Product) for the purposes of the FMC Act, because the VCUs must be physically settled (and may not be cash settled). We are also not, and are not required to be, a licensed financial product market under the FMC Act. As a Buyer or Seller, this means that you do not have the same protections as you would have if trading Financial Products on a licensed financial product market.
3.3 The Platform will generally be available from 8.30am to 5 pm on each Business Day. We do not assume any responsibility for any issues or consequences that arise if all or part of the Platform becomes unavailable from time to time for maintenance or other reasons.
3.4 We will only act within the parameters of your instructions. We may act on any electronic instructions that are given or purported to begiven by you with your Account and user details, without needing to validate the authenticity of such instruction. Our records of instructions will be conclusive evidence of those instructions and valid until it is revoked inwriting by you.
3.5 To be eligible to use our Platform and Services (whether as a Landowner, a Seller or a Buyer) you must first create an Account with us.
3.6 Establishment of an Account is at our discretion,but to be eligible you must:
(a) be resident in New Zealand or present in New Zealand at the time you access our website or apply to open an Account on the Platform;
(b) be at least 18 years of age or older;
(c) have and continue to have a bank account with a New Zealand registered bank;
(d) have and continue to have a valid New Zealand mobile phone number; and
(e) provide any other information required by us for any reasonable purpose, including account opening and AML/CFT requirements.
3.7 If you refuse to provide certain requested information, we reserve the right to refuse to open your Account and may not be able to perform our Services.
3.8 You authorise us or third parties we may use, to take necessary steps to validate and authenticate your Account opening information, and any other information you provide to us when you register for an Account, including for the purposes of conducting initial and ongoing customer due diligence in accordance with AML/CFT requirements.
3.9 Your Account on the Platform may not be immediately activated on submitting your application.
3.10 If any information you have provided to us change sat any time or becomes incomplete or misleading, you must notify us immediately.
3.11 If you are a Landowner, after establishing your Account, in order to list Land on the Platform, you must email us at help@mynativeforest.com and provide us all information we request.
3.12 We will not list Land for you unless:
(a) you meet the eligibility criteria to open an Account in clause 3.6;
(b) your Land meets our forest eligibility criteria;
(c) you pass our AML/CFT onboarding checks; and
(d) the Carbon Units registered against your Land are verified on the NZETR.
3.13 Despite clause 3.12, we may accept or refuse your application for an Account on the Platform and to list your Land on the Platform, without giving any reasons.
3.14 We will charge you a fixed registration fee that covers the costs to register you and your Land on the Platform, including AML/CFT onboarding costs and administration costs to verify your Land (see section 8 below).
3.15 If we accept your application to register your Land on the Platform, you must immediately transfer your agreed amount of Carbon Units (verified under clause 3.12(d))to our NZETR account.
3.16 Once you transfer your Carbon Units to our NZETR account, we will recognise 1 VCU in your Carbon Wallet per verified Carbon Unit.
3.17 You may list any amount of VCUs from your Carbon Wallet on the Platform for purchase by Buyers. VCUs may only be listed and sold in whole numbers (no fractionalisation of Carbon Units or VCU is permitted).
3.18 If you are a Landowner, you may enter into an Afforestation Agreement and a Forestry Right with us, or one of our related companies, to plant Native Trees on your Land. In return, you will receive the commercial benefits (including VCUs) and be subject to the obligations in those agreements.
3.19 We may accept or refuse any request to enter into an Afforestation Agreement or a Forestry Right, without giving any reasons.
3.20 Verified Carbon Units generated pursuant to an Afforestation Agreement will be shared between us and you (as Landowner) in accordance with the terms of that agreement, and with your share recognised as 1 VCU in your Carbon Wallet per verified Carbon Unit to which you are entitled.
3.21 In the event of any conflict between these Terms and an Afforestation Agreement or a Forestry Right, the Afforestation Agreement or Forestry Right (as applicable) will prevail.
3.22 To purchase VCUs or fund the planting of Native Trees as a Buyer, you will need to have funds in your Cash Wallet (other than for certain direct bank transfer or credit card payments to fund the planting of Native Buyers where funds may not pass through your Cash Wallet).
3.23 All Cash Wallets will be denominated in New Zealand dollars.
3.24 We currently accept New Zealand dollars but may place other requirements on the accepted currency for topping up Cash Wallets.
3.25 We may accept top-ups or (in some cases) direct payments by bank transfer or credit card facility. We may charge a card processing fee and limit the amount you can top up or pay by card. We may also impose a minimum Cash Wallet top up amount.
3.26 We may delay your purchase order or request to fund the planting of Native Trees if your money has not yet arrived in your Cash Wallet or is not otherwise available as cleared funds. We do not accept responsibility for any default or delay in the distribution of money as a result of a bank’s or other service provider’s failure.
3.27 If we are unable to identify which Cash Wallet money should be credited to, we may return money to the source it came from, subject to normal banking clearance times, or deal with it otherwise in accordance with applicable law.
3.28 As a Buyer, you may purchase VCUs that are listed by Sellers on the Platform using money from your Cash Wallet or by any other form of direct payment we may accept.
3.29 We will determine the manner in which any offers to buy or sell VCUs are shown on the Platform from time to time, and how we match Sellers with Buyers. Generally, we expect to match Buyers with Sellers in accordance with the order that requests to buy or sell are received. We may match Buyers with more than one Seller, or vice versa. We will notify settlement of sales via the Platform.
3.30 In addition to the cost of the VCUs (represented on the Platform as the spot price for NZUs that day or, at our discretion, a fixed price), the following fees will be charged you buy VCUs at the spot price:
(a) a fee at the point of sale to the Seller (the Success Fee); and
(b) a transaction fee to the Buyer.
(c) See also section 8 below.
3.31 We will transfer to the Seller's Cash Wallet the money for the VCUs purchased from the Buyer’s Cash Wallet less the fees owed to us.
3.32 We will transfer to the Buyer’s Carbon Wallet from the Seller’s Carbon Wallet the number of VCUs purchased.
3.33 In addition to buying VCUs at the spot price, as a Buyer, you can also fund new Native Trees by committing to fund Native Trees to be planted by a Landowner under an Afforestation Agreement with us. In exchange for this, you will receive a share of the projected number of VCUs to be generated by us under our Forestry Right with the Landowner.
3.34 When you do this, you are agreeing to buy a projected number of future VCUs from us, once generated, at the price disclosed on the Platform (calculated by us by reference to the number of Native Trees you are funding and the number of NZUs they are expected to generate). These VCUs will be delivered to you by crediting your Carbon Wallet once we have generated and received sufficient NZUs. We call these future VCUs “projected carbon units” or PCUs. PCUs are not tradeable and exist only as a representation of the projected VCUs you are buying.
3.35 In addition to the cost of the future VCUs you are buying, the following fees will be charged:
(a) a fee at the point of sale to the Buyer (SubscriptionFee); and
(b) any fees to the Landowner outlined in the Afforestation Agreement and Forestry Right.
(c) See also section 8 below.
3.36 You should understand that, although your money will be used to fund the planting of Native Trees (hurrah!), you are not buying an interest in any Native Trees or any rights against us (except as set out in these Terms) or any Landowner. You are not buying an interest in a managed investment scheme (such as other kinds of forestry scheme) or any other kind of Financial Product. Your forward purchase of VCUs is not treated as a “derivative” (which would be a form of Financial Product under the FMC Act) because the transaction must be physically settled by delivery of the subject VCUs. This means we are not required to hold a derivatives issuer licence under the FMC Act.
3.37 Important note – please read: If the future VCUs (or any of them) are notable to be generated by the Native Trees you have funded, you may not receive all or some of the VCUs we have projected, or delivery may be delayed, and in either case we are not responsible to repay your money. This may happen:
(a) because the New Zealand Government makes any change to the ETS which affects the number of Carbon Units generated or how they maybe dealt with, or which leads to the termination of any Afforestation Agreement and/or Forestry Right (which may occur where the CCRA is repealed, the ETS is discontinued or terminated, or our ability to earn, sell, trade or cancel Carbon Units is diminished to such level that it renders the commercial basis on which that agreement is entered uneconomical for us to continue, or frustrates our ability to operate the Platform); or
(b) for any other reason outside our direct control -for example, if a severe weather event, fire or other event occurs and Native Trees are lost, the delivery of your future VCUs may be delayed until the Native Trees are (where proceeds of insurance are available) re-planted and have grown to the point where we are eligible to earn PCUs again.
3.38 To help ensure we are able to deliver future VCUs, we will obtain and maintain Tree Replacement Insurance under each Forestry Right in relation to the planting of Native Trees. Please note, however, that this insurance is intended to allow the re-planting of lost trees, which recommences the earning cycle of any VCUs and which will change the timeframe for their delivery, asset out above.
3.39 You acknowledge that any projection of VCUs to be generated (including any representation of PCUs to which you may be entitled) is based on information held by us at the relevant time. We are not responsible or liable for the reliability or accuracy of the information used for these purposes.
3.40 You may request to withdraw money from your Cash Wallet at any time. You must instruct us to pay your money to a designated bank account.
3.41 We may impose restrictions on the maximum daily amount we may pay out to your designated bank account. We reserve the right to change this threshold without notice to you.
3.42 You may withdraw VCUs (as Carbon Units) from the Platform. To do so, you must have an NZETR account. You may not withdraw PCUs from the Platform.
3.43 You must provide all relevant information required, including details of your NZETR account, and instruct us to transfer the requested amount of Carbon Units held on trust for you in our NZETR account to your NZETR account. We will decrease the amount of VCUs held in your Carbon Wallet by the same amount. If you do not provide this information at the time you want to action the transfer of Carbon Units, we will cancel the transaction.
3.44 We are not responsible for any delays by banks and the NZETR or other service providers in relation to the transfer of money from your Cash Wallet to your bank account nor the transfer of Carbon Units from our NZETR account (recognised as a VCU in your Carbon Wallet) to your NZETR account.
4. Your representations and warranties
4.1 You represent and warrant to us (on a continuing basis) that:
(a) you will provide true, current and complete information in all of your dealings with us;
(b) where applicable, you have the necessary authority to act on behalf of another person, or to agree to these Terms or enter into transactions;
(c) where applicable, you are the beneficial owner of the Account or the sole trustee on behalf of the beneficial owner, and that no one else has rights of any kind over the amounts or items in your Cash Wallet or Carbon Wallet;
(d) you will not be in breach of or infringe any provisions of existing arrangements to which you are a party to by agreeing to these Terms; and
(e) where applicable, a Landowner or Seller, or the person on whose behalf you are acting, has good title to and is the sole legal and beneficial owner of, each NZU in respect of which an offer for VCUs is placed on the Platform, and that no security interest exists over those NZUs.
4.2 You indemnify us against all loss (including legal costs on a solicitor and own client basis) we suffer or incur as a direct result of your failure to comply with clause 4.1, unless such loss was caused by or contributed to by our negligence or default.
5. Your obligations
5.1 You must:
(a) comply with and use the Platform and our Services in accordance with these Terms;
(b) comply with all applicable laws, including cooperating, assisting and providing information to us in relation to such compliance when we request;
(c) act in good faith towards us and other users at all times;
(d) keep your Account username and password secure ,confidential, away from misuse;
(e) immediately notify us if you become aware of any disclosure or unauthorised use of your user details, by sending an email to help@mynativeforest.com;and
(f) unless with our agreement, access the Platform and Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.
5.2 You must not:
(a) act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Platform, Website or any Underlying System, or otherwise attempt to damage or interfere with the Platform, Website or any Underlying System;
(b) access or use the Platform from any other jurisdiction where it may be illegal or require action or compliance by us; or
(c) permit any other person to use your user details, including not disclosing or providing it to any other person.
5.3 You are responsible for your own tax obligations arising from transacting with us or each other in relation to the Platform.
6. Intellectual Property
6.1 We (or our licensors) own all proprietary and Intellectual Property Rights (including our brand) in the Platform, Website, and the Underlying Systems used in providing our Services, nothing in these Terms transfers any rights or interests in or to such Intellectual Property Rights to the you or any third party.
6.2 You acknowledge and confirm that any improvement, modification or development of our Intellectual Property Rights arrived at through access to your information or feedback (New IP) will be owned exclusively by us, and nothing in these Terms grants you any rights to our technology or other Intellectual Property Rights.
6.3 If, despite clause 6.1, you own any Intellectual Property Rights in New IP, you grant us a non-exclusive, royalty free, perpetual, irrevocable, worldwide, transferrable and sublicensable right to use such Intellectual Property Rights without restriction.
7. Disclaimers
7.1 To the extent permitted by law, we and our licensors have no liability or responsibility to you or any other person for any loss in connection with:
(a) the Platform being unavailable (in whole or in part) or performing slowly;
(b) any error in, or omission from, any information made available through the Platform or Website;
(c) 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 or Website. To avoid doubt, you are responsible for ensuring the process by which you access and use the Platform or Website protects you from this; and
(d) any site linked from the Platform or Website. Any link on the Platform or Website to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.
7.2 We make no representation or warranty that the Platform and Website is appropriate or available for use in all countries or that the content satisfies the laws of all countries.
7.3 Any information on the Platform or Website does not constitute financial advice for the purposes of the FMC Act. Nor do any statements on the Platform or Website take into account your personal financial circumstances and goals.
7.4 VCUs, NZUs and forward purchases of VCUs by funding the planting of Native Trees (including PCUs) are not financial products and we are not the issuer or the offeror of VCUs and NZUs or any other form of Financial Product for the purposes of the FMC Act.
7.5 We do not provide a client money or property service (as defined under the FMC Act) in respect of money, VCUs, PCUs and NZUs that we receive from you or a third party and hold for your benefit.
7.6 You should read these Terms in conjunction with our Risk Disclosure Statement.
8. Fees and charges
8.1 The following fees and charges may apply to you:
(a) Landowner’s fixed registration fee (see clause3.14);
(b) Fees in relation to the purchase of VCUs (includingthe Success Fee) (see clause 3.30);
(c) Fees or charges under an Afforestation Agreement or Forestry Right;
(d) Fees in relation to the funding of the planting ofNative Trees in exchange for future VCUs (see clause 3.35;
(e) other non-Platform fees, such as setting up your own NZETR account to access NZUs held on trust for you by us; or
(f) any other fees and charges specified on the Platform or otherwise advised to you in writing.
8.2 You are responsible for any fees, costs or expenses incurred by you in relation to receipt of our Services.
8.3 When you use the Platform, you agree to pay us the fees referenced above or otherwise advised to you when you use the Service. We may change our fees from time to time by giving you notice.
8.4 Where you or a third party for your benefit deposit money into our bank account, you consent to any interest gained on those amounts being retained by us as part of the fees for using our Services. You will not be paid any interest on money in your Cash Wallet or other amounts otherwise held by us for you.
8.5 If amounts are outstanding by you, you agree that we can do either one, or a combination of, the following:
(a) pay ourselves using the money in your Cash Wallet;
(b) sell or otherwise deal with VCUs (but not PCUs) in your Carbon Wallet, and to pay us using the proceeds;
(c) set off any money you owe us against money we owe you;
(d) register a security interest over VCUs or PCUs in your Carbon Wallet;
(e) immediately cancel or suspend any of your purchase orders or transfer or withdrawal requests without any responsibility to you;
(f) take legal action against you to recover any debt and any costs and expenses we incur in recovering the debt.
9. Holding your money and assets
9.1 You acknowledge the money in your Cash Wallet, NZUs in our NZETR account and VCUs and PCUs in your Carbon Wallet may be pooled with other people using our Service. However, we will, at all times, keep detailed records of the money in your Cash Wallet, NZUs in our NZETR account and VCUs and PCUs in your Carbon Wallet so that your holdings are individually identifiable.
9.2 The money in your Cash Wallet and NZUs in our NZETR account which are represented by VCUs or PCUs in your Carbon Wallet will beheld on bare trust for you as the ultimate beneficial owner by us or any other party approved by us, at our discretion.
9.3 Where we appoint another party to hold cash, NZUs, VCUs or PCUs on your behalf, we are responsible and liable for that party to the same extent as for its own acts.
9.4 Amounts that are held on bare trust for you by us exclude any fees or other charges you have paid or owe to us.
9.5 You agree with us that you will not give any instruction to us in relation to assets held on bare trust which is inconsistent with these Terms or in breach of any law.
10. Liability
10.1 To the maximum extent permitted by law:
(a) you access and use the Platform or Website at your own risk; and
(b) we’re only responsible to you for your direct loss to the extent shown to be the direct result of our fraud, or our wilful default on our obligations to you under these Terms;
(c) we are otherwise not responsible to you or anyone else for anything in any way related to our Services, whether for breach of contract, tort, misrepresentation, or other cause;
(d) we are not responsible for anything that is outside of our reasonable control or the reasonable control of our directors, officers, employees or agents;
(e) if we are responsible to you, we’re not responsible for any indirect, special, or consequential loss or damage; failure to avoid loss; any loss of profits, business opportunity, or anticipated savings(whether direct or indirect in each of these cases); or incidental loss; and
(f) if we are responsible to you, our total responsibility, whether for breach of contract, tort, misrepresentation, or other cause, is capped for any event or series of related events to an amount equal to the total of any applicable fees that you have paid to us for your use of our Services in the last 12 months.
The above exclusion, limitation, and cap on responsibility applies to us, our directors, officers, employees and agents for our acts and omissions and their acts and omissions.
10.2 Where you are a ‘consumer’ for the purposes of the Consumer Guarantees Act 1993, nothing in these Terms limits or excludes your consumer guarantees and remedies pursuant to that legislation.
11. Privacy policy
11.1 Any Personal Information collected, processed, stored and used by us in connection with our Services, the Platform or Website will be handled in accordance with the Privacy Act 2020, our Privacy Policy and this clause 11 of the Terms.
11.2 You also agree to comply with any laws applicablein relation to the collection, processing, and storing of your PersonalInformation in connection with our Services.
11.3 We may collect technical information whenever you log on to, or visit the public version of, our Platform and Website, including how you arrive at, browse through and interact with our Platform and Website. We may collect this type of technical information through the use of cookies and other means. If you want to disable cookies, you may do so by changing the settings on your browser. However, if you do so, you may not be able to use all of the functions on the Platform and Website. We use the technical information we collect to, among other reasons noted in our Privacy Policy, have a better understanding of the way people use our Platform and Website, to improve the way it works and to personalise it to be more relevant and useful to your particular needs.
11.4 We may disclose your Personal Information to third parties to use for any purpose in connection with performing our Services. This may include, among other things, disclosing information:
(a) to service providers and other persons working with us to make the Platform and Website available or improve or develop its functionality (e.g. we may use a third party supplier to host the Platform and Website);
(b) in relation to the proposed purchase or acquisition of our business or assets; or
(c) where required by applicable law or any court, orin response to a legitimate request by a law enforcement agency.
11.5 Any Personal Information you provide to us may be stored on the secure servers of our trusted service providers, which may be located outside New Zealand. This may involve the transfer of your Personal Information to countries which have less legal protection for Personal Information than New Zealand.
11.6 You have the right to request access to and correction of any of the Personal Information we hold about you. If you would like to exercise these rights, please email us at help@mynativeforest.com.
12. Dispute resolution
12.1 We aim to handle any complaints in a fair andefficient manner and ensure complaints are dealt with promptly, fairlyinvestigated and appropriate action has being taken where necessary.
12.2 If you wish to complain, you should lodge a written complaint to us via help@mynativeforest.com.
12.3 Upon receiving your written complaint, we will acknowledge your complaint by email within 5 Business Days of receiving it.
12.4 We will aim to undertake our review of your complaint and send any findings to the email address with which you sent the complaint.
12.5 If we fail to resolve a complaint to your satisfaction or if we fail to do so within 40 Business Days of receiving your complaint, you can also direct your complaint to Financial Services Complaints Limited (FSCL) (which we are a member of) at Level 4, 101 Lambton Quay, Wellington 6011, or call 0800 347 257 or email complaints@fscl.org.nz.
13. Suspension and termination
13.1 You may terminate your Account with immediate effect, at any time, by giving written notice to us via help@mynativeforest.com.
13.2 Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or for any other reason we consider appropriate, we may suspend or terminate your access to the Platform and Website with immediate effect (or any part of it), at any time, by giving written notice to you.
13.3 Onsuspension or termination:
(a) we will complete any pending or processing transactions as soon as practicable, provided you pay us the amounts under clause 13.3(b);
(b) you must pay all outstanding fees and other amounts owing to us;
(c) unless we agree otherwise with you in writing, we may sell, deal with, or withdraw your cash, NZUs or VCUs (but not PCUs) and pay the net proceeds (after deducting outstanding amounts under clause 13.3(b)) to you. If we end up holding any money that becomes unclaimed money, we may account for that money under the Unclaimed Money Act 1971;
(d) we will not refund any part of any fees or charges already incurred (including any applicable set up and transaction fees);
(e) if your Cash Wallet contains less than $1.00, then you will not be able to withdraw that amount and upon closure of your Account we will retain this small amount; and
(f) you must immediately cease using the Platform and Website and must not attempt to gain further access.
13.4 Where we appoint another party to hold cash, NZUs, VCUs or PCUs on your behalf, you authorise us to give any necessary instruction to that party to complete the actions in clause 13.3 on your behalf.
13.5 We do not accept any responsibility for any loss that you may suffer from our decision to suspend or close access to your Account.
14. Changes
14.1 We may change these Terms, by updating them on the Website, in whole or in part, at any time, by giving you notice.
14.2 Where a change may have a materially negative impact on you (such as changing, suspending, discontinuing or restricting access to the Platform and Website), we will give you 10 Business Days notice. Where we are required to make a change for regulatory or legal reasons, we may give you less notice.
14.3 We do not need to give you notice of changes where there is no materially negative impact on you or where there are incidental changes. Unless stated otherwise, such changes take effect immediately.
14.4 By continuing to access and use the Platform and Website, you agree to be bound by the changed Terms.
15. General
15.1 Relationship between parties: Nothing in these Terms creates a relationship of agency, partnership, or joint venture between the parties (including with us, or with any Landowner, Seller or Buyer). You do not have authority to make or accept any offers or representations on our behalf. We may, however, need to act on your behalf as an agent to perform some of our Services in relation to the Platform.
15.2 Notices and written communications: You can notify, contact or email us at help@mynativeforest.com. If we need to contact you, we may do so by email or by posting a notice on the Website and Platform. You agree that this satisfies all legal requirements in relation to written communications.
15.3 Governing law: These Terms, and any dispute relating to these Terms, the Platform or the Website are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms, the Platform or the Website.
15.4 Waiver: A failure for us to enforce any provision of these Terms shall not constitute a waiver for such provision. For us to waive aright under these Terms, the waiver must be in writing.
15.5 Force majeure: We are not liable for any delay in performing, failing to perform, or breach of these Terms and any Service due to any circumstance or event beyond our reasonable control (including the availability of the Platform and Website). We will aim to use reasonable efforts to perform its obligations as soon as practicable following the cessation of these events.
15.6 Survival clauses: Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 4.2, 6, 7, 10, 15.2,continue in force.
15.7 Assignment: You must not transfer, novate or assign your rights and obligations under these Terms without our prior written consent(such consent not to unreasonably withheld or delayed). We may transfer, novate or assign any rights and obligations under these Terms at any time.
15.8 Severability: If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be in full force and effect and binding on you.
15.9 Entire agreement: These Terms set out everything agreed by the parties (other than any Afforestation Agreement or Forestry Right) relating to your use of the Platform and Website, and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Platform and Website that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.
