Computershare provides an InvestorPay service designed to enable you to receive your dividends, interest payments and other distributions in the Currency of your choice to your destination bank account, where you hold securities in the relevant Company and Computershare is also the share registry provider for that Company.

These Terms apply to your use of the InvestorPay service, and will become binding on you when you agree to the Service Provider Terms or register with the Service Provider to receive Payments. We may update or replace (‘Change’) these Terms from time to time by notifying you in writing. We will notify you at least 30 days in advance of any Change becoming effective, provided that we may give you shorter notice where we reasonably consider this necessary in order to comply with any regulatory or law change affecting us, or in order to comply with any obligation we owe to the Service Provider related to the Service. We will not make any Change that applies to Payments previously transferred (or in the process of being transferred) to you via the Service Provider. If you do not agree to a Change, you may terminate your use of the Service by emailing us before the Change becomes effective. Otherwise, you will be deemed to have accepted the Change. Except as stated in clause 7(h), these Terms do not affect any rights you may have under the Fair Trading Act 1986 (‘FTA’) or Consumer Guarantees Act 1993 (‘CGA’).

1. Definitions

‘Bank’ means the bank where you have the Nominated Account;

‘Computershare’ or ‘us/we’ means Computershare Investor Services Limited, the provider of the Service;

‘Computershare Account’ has the meaning given to that term in clause 2(a);

‘Company’ means a client of Computershare in which you hold shares or other securities and which has agreed that its securityholders may use this Service;

‘Currency’ means a currency in which Payments can be made to you via the Transfer Service, as determined by the Service Provider from time to time;

‘Foreign Exchange Spread’ means the difference between the “bid” and “ask” price offered between two parties in a given foreign exchange currency conversion.

‘Nominated Account’ means the bank account nominated by you in writing to the Service Provider for receipt of the Payment;

‘Nominated Currency’ means the Currency you have elected to receive your Payment being either your local Bank’s Currency or USD or any other Currency if you have a registered PayPal account with PayPal Inc.;

‘Payment’ means, in respect of a Company, the dividend, interest payment and/or distribution made by that Company to its securityholders and such other payment as may be nominated by the relevant Company at a given time (for example, a payment to securityholders arising from a corporate action);

‘Payment Details’ mean the information required by the Service Provider or otherwise provided by you to the Service Provider to assist the Service Provider to transfer a Payment to your Nominated Account via the Transfer Service. The Payment Details may include details about your Bank, the Nominated Account, the country of your Bank, the SWIFT (Society for Worldwide Interbank Financial Telecommunications) Code needed for payment into your Nominated Account, and your Bank’s local code;

‘Personal Information’ means information that constitutes "personal information" within the meaning of the Privacy Act 2020;

‘Register’ means the register of securityholders maintained by Computershare on behalf of the relevant Company;

‘Service’ means the service described in clause 2(a). References in these Terms to the InvestorPay service also mean the Service;

‘Service Provider’ means the third party that provides the Transfer Service. As at the date these Terms were last updated, the Service Provider was Hyperwallet Systems Inc.;

‘Service Provider Terms’ mean the Service Provider’s terms that apply in connection with the Service Provider transferring Payments into your Nominated Account via the Transfer Service, as updated from time to time. As at the date these Terms were last updated, the Service Provider Terms can be found at https://pay.hyperwallet.com/hw2web/consumer/page/legalAgreement.xhtml

‘Standard Currency’ means a Currency determined by us from time to time to be a Standard Currency (and as at the date these Terms were last updated, the following were Standard Currencies: AUD, CAD, CHF, EUR, GBP, HKD, JPY, SGD & USD).

‘Terms’ means these terms and conditions, being the terms and conditions on which Computershare provides the Service;

‘Transfer Service’ means the Service Provider’s service that enables Payments to be transferred from the Computershare Account into your Nominated Account in your Nominated Currency (minus any amounts deducted by the Service Provider and/or your Bank or third parties in connection with the transfer, including Currency conversion fees); and

‘You’ means the relevant securityholder to which these Terms are addressed.

 

2. Description of the Service

  1. Subject to these terms, Computershare will:
    1. maintain an account with the Service Provider (‘Computershare Account’);
    2. arrange for Payments from each of your Companies to be deposited into the Computershare Account as and when the Payments are due to be paid out to you; and
    3. upon receiving each Payment into the Computershare Account, instruct the Service Provider to send the Payment to you via the Transfer Service in accordance with the Payment Details provided by you to the Service Provider and subject to your ongoing compliance with the Service Provider Terms (together, the ‘Service’).
  2. For each Payment we receive from a Company, you authorise us to instruct the Service Provider to send the Payment to you in accordance with the Payment Details until such time as you notify us in writing that you do not wish use the Service (or do not wish to use the Service in respect of a particular Payment). You acknowledge and agree that our obligations in respect of each Payment cease once we have instructed the Service Provider to pay you in accordance with the Payment Details, and that the Service Provider alone will be responsible for converting the Payment into the Nominated Currency and remitting Payment into your Nominated Account in accordance with the Service Provider Terms. You understand that you will not be able to suspend or revoke transfer of a Payment once we have instructed the Service Provider to transfer the Payment to you.
  3. You understand that the exchange rate applying to conversion of each Payment into your Nominated Currency will be set by the Service Provider on or around the date we instruct the Service Provider to transfer the Payment. You acknowledge that we do not set or control the Currency exchange rate, and that this can fluctuate and may impact the final foreign currency proceeds you receive for your Payment. These rates will fluctuate from time to time and from transaction to transaction.
  4. To the maximum extent permitted by law, Computershare is not responsible for the time it may take for your Payment to be deposited by the Service Provider into your Nominated Account through the Transfer Service.
  5. Your use of the Service does NOT override an existing election by you to participate in any Company’s dividend reinvestment plan or direct credit instruction (as applicable). Accordingly, if you wish to receive Payments from any Company through the Service, you must first withdraw your participation from the Company’s dividend reinvestment plan or delete your direct credit instruction. To the maximum extent permitted by law, we will not be liable to you for any loss you may suffer or incur as a result of your failure to comply with this clause 2(e).
  6. If you do not wish to use this Service you must provide us with your New Zealand bank account (less any relevant transactions fees charged by your bank, including any fees charged to us by the bank).
  7. If we have designated your securityholding as a lost holding due to previously returned mail (whether relating to your holding or Payments or otherwise), the Service will not apply to any Payments while your holding remains lost, and our standard procedures for lost holdings will apply.
  8. If you wish to use this Service it is your responsibility to inform yourself about it and comply with any laws or other legal requirements applicable to your use of the Service. To the extent that the laws or regulations applying where the Payment is received into your Nominated Account provide that the Service or the activities described in these Terms are (or would be) prohibited, then you may not use the Service and these Terms should be treated as being for information purposes only.
  9. These Terms solely entitle you to use the Service, separate from any other services which you may receive from Computershare. These Terms do not govern your use of, nor entitle you to use, any other services from us.
  10. To avoid doubt, nothing in these Terms requires us to provide the Service to you in relation to a Payment if the local currency of your Bank is not a currency which we have designated as one in which payments can be made using the Service.
  11. Your use of the Service is conditional on you registering with the Service Provider and complying with both the Service Provider Terms and these Terms. We may terminate or suspend your use of the Service by notice to you if:
    1. the Service Provider has terminated or suspended your use of the Transfer Service; or
    2. you have breached these Terms or the Service Provider Terms, except to the extent the breach is trivial and does not form part of a pattern of breaches;
    3. we stop offering or are unable to offer the Service to securityholders in the same or similar circumstances to you.

3. Fees

The amount you are ultimately charged in relation to each Payment transferred to you will be determined by the Service Provider Terms and any fees charged by your bank or other third parties involved in the transaction, and is not determined by us. You understand and acknowledge that:

  1. Under the Service Provider Terms, the Service Provider will charge you a fee equivalent to NZD $2 per Payment, calculated in the currency in which the Payment is being made, transferred using the Transfer Service. As a foreign exchange market maker, the Service Provider will also set the exchange rate applying to conversion of the Payment into your Bank’s Currency based on the current market. The Service Provider will charge either 2% (for conversion into a Standard Currency) or 4% (for conversion into any other Currency) of the applicable Foreign Exchange Spread applied to the exchange rate. The Service Provider may recover each of these charges from you by deducting them from the Payment before it is transferred to your Nominated Account.
  2. We do not directly charge you for Payments transferred to your Nominated Account. However, for each Payment transferred to your Nominated Account in connection with the Service, Computershare will receive a rebate from the Service Provider equal to the sum of: (i) NZD$1 per Payment and; (ii) 1% of the applicable Foreign Exchange Spread applied to the exchange rate depending on the conversion of the Currency.
  3. Separately, your Bank may also charge you in connection with your use of the Service. You should check with your Bank what this charge will be (if any). Computershare is not responsible for the payment of any bank charges or any other charges imposed on you by third parties by virtue of your use of the Service.
  4. The ultimate amount of the Payment you receive into your Nominated Account in your Nominated Currency will depend on a range of factors, including the applicable exchange rate at the time that the Payment is converted into your Nominated Currency, the Service Provider’s Foreign Exchange Spread applying from time to time and any applicable fees charged by the Service Provider or other third parties. Please note that the foreign exchange rate applying to each Payment is retail, not wholesale, and will vary from the published Inter Bank rates. Further, the applicable exchange rate will fluctuate from time to time and from transaction to transaction. These fluctuations may have an adverse effect on the value of the Payment you receive. To the maximum extent permitted by law, we accept no liability for any loss which you may suffer as a result of any movement in exchange rates or any other market related factors.

4. Confirmations and Undertakings

In accepting these terms and conditions, you will be deemed to have given the following confirmations and undertakings to Computershare:

  1. You are a securityholder, or are otherwise duly authorised to act on behalf of the holder, in respect of each Company for which you use the Service for the purpose of receiving a Payment into your Nominated Account.
  2. If your securityholding is a joint holding, you warrant that you are:
    1. one of the named joint holders and you have obtained the consent of all other joint holders to act on their behalf; or
    2. not one of the named joint holders, but you have been authorised by all of the joint holders to act on their behalf. If your securityholding is in the name of a company, you warrant that you are duly authorised by the directors of that company to act on its behalf.
  3. You have read and understand these Terms and you agree to be bound by them.
  4. You have complied with (and will continue to comply with) all laws and other legal requirements that apply to you connection with your use of the Service, including any laws and applicable legal requirements in your jurisdiction necessary for you to lawfully make use of the Service.
  5. You agree to use the Service only for lawful purposes and, to the maximum extent permitted by law, you will be liable to Computershare, the Service Provider and/or the Company for any loss or damage suffered or incurred by any of them as a result of you using the Service for unlawful purposes.
  6. You understand and agree that Computershare is not responsible for the exact timing of your receipt of Payments made through the Service. To the maximum extent permitted by law, Computershare will not be liable to you for any loss you suffer or incur due to any delay in you receiving a Payment.
  7. You acknowledge and agree that:
    1. to the maximum extent permitted by law, as between Computershare and you Payments sent to you in connection with the Service will be sent at your own risk; and
    2. in respect of each Payment, your receipt of the correctly rendered Payment into your Nominated Account (minus any applicable charges) via the Transfer Service will discharge the relevant Company’s obligations in connection with the making of the Payment.

5. Liability

  1. Computershare will take reasonable care in providing the Service. However, to the maximum extent permitted by law, Computershare will not be responsible to you for any losses or expenses suffered or incurred by you, except to the extent the loss or expense is a direct result of Computershare’s negligence, wilful misconduct or fraud in providing the Service to you.
  2. To the maximum extent permitted by law, Computershare and, to the extent applicable, its Service Provider, each do not accept liability for:
    1. any indirect or consequential loss suffered by you;
    2. any loss which does not arise as a direct result of Computershare’s negligence, wilful misconduct or fraud;
    3. any loss you may incur as a result of any movement in the applicable exchange rate or in the processing of your Payment request by your Bank or in connection with any refusal by your Bank to process or accept your Payment;
    4. anything that may occur prior to its receipt of any document or after it has sent any document or Payment; and
    5. any delay or failure to perform any of its obligations due to acts beyond its control. Such acts will include, but not be limited to, acts of God, strikes, lockouts, riots, acts of war, epidemics, terrorism, governmental regulations superimposed after the fact, communication line failures, power failure, earthquakes or other disasters.
  3. You will ensure that all information provided by you to Computershare, the Service Provider and any relevant banking institutions is accurate and complete. You will be responsible for all actions which are carried out by those parties in reliance on that information.
  4. If you fail to comply with these Terms, and this results in loss or damage to Computershare and/or the Service Provider, you will be liable, to the maximum extent permitted by law, to compensate each of them for any such loss or damage, except to the extent Computershare or Service Provider has contributed to the loss or damage through its own breach of these Terms.
  5. To the maximum extent permitted by law, we do not accept liability for any direct, indirect or consequential loss suffered by you as a result of an unlawful or unauthorised interception of any message or instruction sent by you to us.
  6. The exclusions and limitations of liability included in these Terms apply to all liabilities that can lawfully be excluded or limited by contract, whether arising by way of contract, tort (including negligence) or equity, or under indemnity or statute, or otherwise.

6. Contacting each other

  1. Our contact details can be found on the ‘Contact Us’ page of our website. Unless you and we agree otherwise, all notices and other communications you send us must be submitted via by email or post using those details.
  2. Computershare will send all documents and Payments based on the address that appears in our records so it is important that you keep your details up to date. Computershare will send all e-mail responses to the e-mail address from which you sent us instructions.

7. General

  1. Computershare reserves the right to delay instructing the Service Provider to transfer Payment to your Nominated Account if it reasonably believes that it needs to obtain further information from you in order to carry out the Payment or to comply with any legal or regulatory requirement (including obtaining of proof of identity to comply with anti-money laundering regulations), or to investigate any concerns Computershare may have about the validity of or any other matter relating to your authority to instruct the transfer of, or receive, the Payment.
  2. In providing the Service to you, Computershare will not do anything that would break any applicable laws, rules, regulations or codes or would not be in accordance with good market practice.
  3. In the event that any part of these Terms are not legally enforceable, the remaining part of the Terms will not be affected and will remain valid and enforceable.
  4. You acknowledge and agree that nothing in these Terms requires us to do anything which would break any applicable laws, legal obligations, rules, court orders, regulations or codes, or risk exposing us to any form of reputational damage for behaving improperly or not acting in accordance with good market practice.
  5. You:
    1. warrant that you are not acquiring (and will not use) the Service under an assumed name;
    2. agree that your use of the Service will not be in any way connected with or related to any criminal activities or any activities which breach laws or sanctions, including any laws relating to the prevention of money laundering and the financing of terrorism (‘AML Laws’);
    3. authorise us to disclose information that we hold about you or your conduct to our Service Provider, relevant regulators of AML laws, or other parties (whether in or outside of New Zealand) for purposes relating to AML Laws, and to our related bodies corporate, and you understand that if we do so we may be obliged under AML laws not to inform you of this; and
    4. agree that: (A) we are not liable for any loss, claim, liability or expense you suffer or incur (including consequential loss) as a result of us taking any action referred to in this clause 7(e); and (B) you indemnify us for any loss, claim, liability or expense we may suffer or incur (including consequential loss) from exercising any right under this clause 7(e)or from any breach by you of this clause 7(e).
  6. We may terminate or suspend the Service as set out in clause 2(k). If we terminate or suspend the Service to securityholders generally (or any class of securityholders), we will, where possible, publish a notice on our Investor Centre informing users if the Service is no longer available.
  7. These Terms are governed by and shall be construed in accordance with New Zealand law. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.
  8. This clause 7(h) applies only if you acquire the Service in trade. As both parties are in trade, and the Service is supplied to and acquired by you in trade, the parties agree to contract out of the provisions of the CGA and sections 9, 12A, 13 and 14(1) of the FTA. In this clause, “in trade” has the same meaning as in the FTA and CGA.
  9. The provisions of clauses 4(e) and 5(b) - 5(d) are intended to be for the benefit of and enforceable by (as applicable in relevant clause), the Service Provider, the relevant Company and/or any relevant banking institution. For the purpose of section 15 of the Contract and Commercial Law Act 2017, we may Change these Terms without requiring the consent of the foregoing persons.

8. Privacy

  1. In order to utilise the Services, you may be required to provide to us certain personal and banking account information. However, if you do not provide us with this information, we may not be able to provide you the Service.
  2. The personal information you provide under this Service is collected and used by Computershare, as registrar for each of the Companies, for the purpose of maintaining registers of holders, facilitating distribution payments and other corporate actions and communications.
  3. Under the Privacy Act 2020, you have the right to request access to or correction of your personal information held by us. You can make a request by contacting us at enquiry@computershare.co.nz. For further details about how we may collect, hold, use and disclosure your personal information in connection with our services, including how to access and correct your personal information, and information on our privacy complaints handling procedure, please see our Privacy Policy at http://www.computershare.com/nz/privacy-policies

9. Complaints

We have a procedure to help resolve complaints from our customers effectively. If you have a complaint about the Service, please write to us at this address:

Computershare Investor Services Limited
Level 2
159 Hurstmere Road
Takapuna
Auckland

If you cannot settle your complaint with us, you may wish to refer it to the Financial Complaints Service:

Financial Services Complaints Ltd
PO Box 5967
Wellington 6145

Telephone: 0800 347 257
Website: www.complaints@fscl.org.nz