Jasper Property Limited (Jasper, we, us, or our) provides this online platform (Platform, and overall our Services) for investors to consider and invest in property investment opportunities created, managed, or administered by us or another company in the Jasper group (a Jasper Group Company) (each an Offer). Offers may be either Wholesale Offers or, once we are licensed in your jurisdiction as a fund manager, Retail Offers.

When we refer to you or your in these terms and conditions (Terms) we are referring to you, as the person using the Platform or the Services, including (where applicable) any investment entity you nominate through the Platform (Investment Entity).

We also refer in these terms to Jasper Nominee, which means Jasper NZ Investors Nominee Limited (or any other Jasper Group Company that we nominate from time to time) which holds your wallet containing your money and other assets on the Platform (Wallet). Jasper Nominee is a party to these Terms and, along with any other Jasper Group Company which may provide you services from time to time, is entitled to the benefit of any protections, indemnities or limitations of liability that we have under them.

These Terms apply to you (and are legally binding) when you access and/or use the Platform and the Services.

Each Offer will have its own specific terms and conditions, as set out in a product disclosure statement or equivalent document in your jurisdiction (for a Retail Offer) or some other form of offer document (for a Wholesale Offer) (Offer Document) and the other agreements, deeds or disclosures in relation to the Offer (in either case, the Offer Terms). In the event of any inconsistency between these Terms and the specific terms and conditions of an Offer (including its Offer Terms), the specific terms and conditions of the Offer will prevail.
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We can change these Terms at any time and publish them on our website. We do not need to give you notice of changes that benefit you or that do not materially reduce the benefit of the Platform or the Services. For any other change, we will give you such notice as we consider to be reasonable, or are able to give, in the circumstances. We may give you notice by providing a message directly to you (including by sending you an email, text message, or a message within the Platform) or by posting a general notification on the Platform. If you keep using the Platform or our Services after the notification is provided or posted, you will be deemed to have accepted the changes. If you don’t accept any changes, you must not create a User Account and/or must notify us, cease using our Platform and Services immediately, and close your User Account.

The Platform will give you the opportunity (but not the right) to subscribe to Offers and acquire “managed investment products” (as defined in the Financial Markets Conduct Act 2013, or FMCA) in the form of interests (such as units or limited partner interests) (Interests) in investment vehicles (our Schemes) which will acquire commercial real estate equity or debt or which may invest in similar investment vehicles managed by third parties (Invest, with your Investment having a corresponding meaning), subject to the Terms, the Offer Terms and other terms and conditions of the Offer.

Schemes may be structured as limited partnerships, unit trusts, proportionate ownership schemes or in any form that we consider best meets the requirements of the Offer. Schemes will generally be managed or administered by us or another Jasper Group Company and, where it makes sense or is required by law, we may appoint an independent trustee or supervisor.

Each Scheme will generally have a Governing Document which you will agree to be bound by. This may be a limited partnership agreement, trust deed or other set of documents which reflect the structure and the Offer.

Where a Scheme invests in a third party’s investment vehicle, any governing documents or offer materials of that vehicle that we provide you may also be relevant to your Investment (and form part of the Offer Terms).

Initially, Offers will only be Wholesale Offers open to (and capable of acceptance by) persons who do not require disclosure under Part 3 of the FMCA, primarily wholesale investors as that term is defined in the FMCA or in Australia clients who do not require a prospectus in relation to securities or otherwise are wholesale clients under the Australian Corporations Act (Wholesale Investor). We may accept investors in other jurisdictions where we are satisfied that we are legally able to do so, but this is in our sole discretion. When we are able to open the Platform to make Retail Offers, we will publish details on the website and may amend these Terms as necessary to meet the requirements of applicable laws and regulations.

We do not give any recommendation or opinion as to whether you should use our Services or make any Investment through the Platform.

Before making an Investment, you must read the Offer Document and consider and assess whether the Investment is suitable for you depending on your financial circumstances and tolerance to risk. To help with this, you should seek any independent financial, legal and/or tax advice you need before you invest.

You acknowledge that there are risks in using the Platform and our Services, and in making Investments. These include, but are not limited to, those set out below:

Investment risks

Past performance is not a reliable indicator or guarantee of future performance. Making an Investment involves risk and you can experience financial loss including the entire value of your Investment.

Once you have completed and finalised an Investment, you will not be able to reverse it and get your money back.

We make no warranties or representations as to the future value of any Investment and accepts no liability (of any form) for any change in value to your Investment.

There are many risks associated with owning commercial or industrial property, from the risk of default by tenants, through to statutory liability as an owner (such as in relation to health & safety or environmental contamination).

Where a Scheme invests in a third party’s investment vehicle, the performance of our Scheme will depend on the performance of the third party manager, which is outside our control.

Where the currency for a Scheme is different to the primary currency of your Wallet, there will also be a currency risk associated with converting Scheme distributions to the currency of your Wallet.

Different types of Scheme will be treated differently for tax purposes. For flow-through vehicles such as limited partnerships, you will be responsible for your tax obligations. Other vehicles such as unit trusts may be portfolio investment entities (PIEs) or taxed in other ways (as companies, for example). In all cases, you should seek your own tax advice to understand your obligations.

If you invest in a PIE, you must provide us with your IRD number and keep us notified of your prescribed investor rate (PIR). If you don't notify us of your PIR and your IRD number, we may use the default rate of 28%. If you notify a PIR that is lower than your correct rate, you will need to include your PIE income in your tax return and pay any tax shortfall (including penalties or interest) to Inland Revenue. If the default rate or your notified PIR is higher than your correct rate, you won't get a refund of any overpaid tax.

Processing risks

There is a risk that your proposed transaction cannot be settled or is delayed at settlement, that processing times differ for each transaction, or a transaction may be incorrectly processed.

These risks can result from, amongst other issues:

Technological risks

Any networks and software, whether proprietary or third-party, connected directly or indirectly to the Platform, may be subject to technical weaknesses, bugs, system failures, or hacks by external parties.

Hackers are sophisticated, and you may also be targeted by ‘phishing’ attacks or other scams. Phishing includes where third parties masquerade as our website (Website), social media account, email support number or any of our other applications in order to steal your credentials. You should only access the Website through its official URL (https://www.jasper.io/). Never click on a link or download an application from a third-party. We strongly recommend that you keep your credentials and password secure to prevent unauthorised account use. Your passwords should be unique to the Platform and should never be stored insecurely on any personal device.

We will make reasonable efforts to notify users in the event the Website, the Platform, or a specific part of the Website or Platform, has been subject to a technical weakness, bug, system failure, or hack.

Cyber security generally

The transmission of information over the internet (including to or from the Platform) is not completely secure or error free. You should stop transacting when it is clear there has been a breach of security or a system failure that poses a risk to security exists (such as malware, ransomware or phishing).

To use the Platform and our Services you will need to register a user account (User Account).

You may only create a User Account if:

Creating a User Account does not automatically qualify you to make Investments. Certain Offers will remain subject to restrictions based on their nature or the jurisdiction of investors. Where you are outside New Zealand or Australia you may only be able to Invest where we are satisfied that we are legally able to let you do so, and this is in our sole discretion.

You agree that you will create one User Account and will not register as a user under multiple personas (whether false or not).

You must keep the information relating to your User Account up to date (including but not limited to your contact details).

It is your responsibility to maintain the confidentiality, security and control of any information (including your passwords) or devices (such as mobile phones, tablets or laptops) that may be used to access your User Account.

You must exercise all reasonable care to ensure the safety of your User Account to prevent loss, theft and unauthorised or fraudulent use. Without limiting this requirement, you agree that you will:

If you become aware or suspect that your login and password to the Platform have been compromised in any way, or if there has been or you suspect there has been or will be, any unauthorised use of your password or User Account, you agree that you will immediately change your password and also notify us.

You understand that anyone accessing your User Account will be able to make Investments using your User Account and that we have no obligation to verify or take any steps to verify any instruction received from you or appearing to be sent by you. You are solely responsible for the activity that occurs on your User Account.

Part of your User Account is a Wallet on the Platform. Your Wallet can hold money or any other asset (including Investments) we agree from time to time. You may have more than one Wallet (for example, for different currencies) and each Wallet may be held by a different Jasper Nominee (for example, a company incorporated outside New Zealand where reasonably required).

Any money you pay in to the Platform will be held in your Wallet by Jasper Nominee on bare trust for you. Any money we receive for you, from an Investment or otherwise, will be held by Jasper Nominee on the same basis. You authorise us to instruct Jasper Nominee on your behalf for any purpose under these Terms.

We will keep accurate records of your Wallet (and all other user’s wallets).

Jasper Nominee is a non-trading company that exists to hold our clients’ money and Investments secure and separate from our own (although we may hold a buffer of our own money in the same account).

Your money may be held in a pooled account. This means your money may be held in a bank account in the name of Jasper Nominee along with the money of other people using the Platform.

The bank account is with a New Zealand registered bank.

We reserve the absolute discretion to return any money in your Wallet to its source for the purposes of its compliance with any law.

Without limiting any other right we may have, if you owe us money, you agree that we can:

We may, but we are not required to, make Wholesale Offers or, when we are able to do so, Retail Offers available on the Platform.

Where an Offer is open on the Platform, you may offer to Invest by submitting an allocation request on the Platform (Allocation Request).

By making an Allocation Request, you warrant and confirm that you have read and accept all Offer Terms available through the Platform in relation to the Offer including:

Your Investment in a particular Offer, is conditional upon you:

You acknowledge and accept that:

We may, at our discretion:

By submitting an Allocation Request or Buy Order :

While you should consider your Investment to be illiquid, we operate a secondary market - a marketplace that lets you buy and sell Interests in Schemes that are managed or administered by us or another member of the Jasper group (Secondary Market). The terms of an Offer or Governing Document may also restrict transfers and your ability to dispose of your Investments.

To participate in the Secondary Market, you must be authenticated – either by logging into the Jasper Platform if you already have a user account, or creating a User Account (refer to the Your User Account section above and Compliance with Laws section below). You must also be living in New Zealand, or otherwise have approval from us, to Invest.

You can place buy orders (Buy Orders) or sell orders (Sell Orders) on the Secondary Market at any time or, at our discretion, during any liquidity windows established for particular Schemes, on the Platform. An Order becomes a completed transaction when it is matched (either fully or partially) with a corresponding Order, payment is settled, and relevant Interests have been transferred. By submitting a Buy Order or Sell Order, you agree to be bound by the terms and conditions of the Secondary Market as set out in these Terms. We may change the terms of the Secondary Market (by a change to these Terms or suspend or cease offering the Secondary Market at any time in our discretion.

Fees for using the Secondary Market

We currently charge no fees for Buy Orders on the Secondary Market. That is, if you place a Buy Order on the Secondary Market, we will not charge you a fee specific to the Secondary Market for that transaction. In the future, we may charge fees for Buy Orders.

We currently charge a fee of 2% of the total value of any completed Sell Order on the Secondary Market. That is, if you place a Sell Order on the Secondary Market, we will charge a fee of 2% of the transaction. This is based on the price per Interest (e.g unit price) in the relevant scheme x number of Interests you successfully sell. We will deduct this fee from the funds used to settle the transaction, prior to depositing settlement funds into your Wallet.

We will only charge a fee for the Interests you sell. As such, if some or all of the Interests in your Sell Order are not successfully sold, we will not charge you a fee for this.

Example: A Sell Order (Order “A”) is placed for 20,000 units at an ask price of $1.28. This is the minimum price the seller is willing to accept for a unit.

A Buy Order (“Order B”) is placed for 10,000 units at a limit bid price of $1.30. This is the maximum price the buyer is willing to pay for a unit. Order A and Order B match for 10,000 units at the limit price of $1.30 (this satisfies the bid/ask unit prices). The seller receives $12,740, excluding a fee of $260.00 (10,000 x $1.30 x 0.02).

Another Buy Order (“Order C”) is placed for 10,000 units at $1.30. Order A and Order C match for 10,000 units at the limit price of $1.28 (this satisfies the bid/ask unit prices). The seller receives $12,544, excluding a fee of $256.00 (10,000 $1.28 x 0.02).

Price of units on the Secondary Market

The price per Interest on the Secondary Market is set by those placing Sell Orders. That is, the price is determined by the limit order set by those placing Sell Orders, once a corresponding order matches at that price point. Sellers must set a price per Interest that they are willing to dispose of their Interest for, that is within the fixed price range that is set by us (Fixed Price Range). The Fixed Price Range is set by us, at our absolute discretion.

When we determine the Fixed Price Range for each Interest in a Scheme, this may be informed by, among other things, independent third-party asset valuations for the asset(s) in the Scheme, recent property transactions in the local market, changes in leasing activity for the asset(s) in the Scheme and current supply and demand for Interests. We may engage with an independent bank panel valuer to review these metrics through a desktop valuation each quarter.

Example: If the latest unit price per interest in a scheme is $1.30 and Jasper set the fixed price range at 5%, then you could submit buy or sell orders for interests in the scheme in the range of $1.23-1.37

Placing a Sell Order on the Secondary Market

To sell your Interest in a Scheme on the Secondary Market, you must place a Sell Order specifying:

Once you’ve placed a Sell Order:

Placing a Buy Order on the Secondary Market

To buy an Interest in a Scheme on the Secondary Market, you must place a Buy Order specifying:

Once you’ve placed a Buy Order:

What happens when your Buy Order or Sell Order is matched on the Secondary Market

Once a Sell Order and Buy Order are matched:

As a condition of your access to or continued use of the Services or the Platform, we will require you or any person connected to you (such connection determined by us at our discretion) to answer, provide or otherwise confirm the truth and accuracy of any information or document we may request, at our discretion, for the purpose of our compliance with any law, including without limitation, the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (NZ) (AML/CFT Act).

We may, at our discretion, immediately and indefinitely refuse your access to the Services or the Platform, without prior notice, if we have reason to believe (at any time) that:

We will not be liable for any loss, of any form, resulting from your inability to access our Services or the Platform.

Our Privacy Policy sets out how we collect, use and store your personal information. By creating a User Account and/or using the Platform or Services, you agree and consent to the collection, use, storage, disclosure and distribution of personal information in accordance with our Privacy Policy.

You continually warrant to us that:

You acknowledge and agree that we are not acting as your agent for any purpose.

You acknowledge that we will process your transactions through the Platform in accordance with your instructions, and you should carefully verify all instructions before making any Investments. If there is an error in those instructions, then that is at your risk and we do not accept any responsibility or liability for those errors.

When using the Platform and Services, you acknowledge and agree that you will comply with all applicable laws. Without limiting this requirement, you will not use the Platform or the Services to engage in any restricted, unlawful or criminal activities, including without limitation:

You agree you will not do anything that may directly or indirectly interfere with or negatively affect the operation of our Website, the Platform, the Services or other users’ use and enjoyment of the Website, the Platform or the Services. Without limiting this requirement, you will not:

You will not use our Website, the Platform or Services for purposes which are competitive to the Platform, the Services, or our business or which would otherwise be detrimental or prejudicial to our interests in any way.

You agree to promptly pay all fees, charges and commissions in connection with, your use of the Services and the Platform and your Investment in an Offer as set out on our Website, the Platform and/or the relevant Offer Terms.

You agree to pay any goods & services or other tax in relation to any Investment.

The Platform and Services may contain links to third party websites, platforms, services, and content. When you access these, you do so at your own risk. We do not verify or endorse any third party capability or content and we are not responsible for what is contained at such third party locations.

You agree that all right, title and interest (including all copyright, trade mark, service marks, and other intellectual property rights of any kind, whether registered or unregistered) in the Platform or Services (whether present or future) belong to us and/or our licensors, as applicable.

When using the Platform or the Services, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform and Services only as required for your use of the Platform or the Services as expressly permitted in this Terms.

You may download and print information from the Platform for your own personal or internal business purposes only related to your use of the Platform or the Services.

We are permitted to gather information, subject to complying with our Privacy Policy, relating to use of the Platform and the Services by our users (including you), including relating to the frequency, volume, and the nature of transactions undertaken for the purposes of understanding, tuning, and promoting and the Platform and the Services. You accept that any investment strategy you may employ may be discovered and disclosed by us and that you grant us a non-exclusive, transferable, royalty-free, irrevocable, sub-licensable and worldwide licence to distribute, translate and create derivative works from any of your methodologies or practices without attribution.

We reserve all right, title and interest not expressly granted under this licence to the fullest extent possible under applicable laws.

You may at any time, for any reason, close your User Account by contacting us and requesting for your User Account to be closed.

We may refuse to create a User Account for you, or we may close your User Account and terminate, suspend or modify your access to the Platform or Services without giving any prior notice to you where we consider we have good cause. Without limiting this requirement, we may refuse to create a User Account, or we may terminate, suspend or modify your access, in the following circumstances:

We may discontinue providing the Platform and the Service for any reason and where we do so we will notify you.

In the event we close your User Account and/or either party terminates these Terms:

The Platform and Services are provided on an “as is” and “as available” basis, we make no warranty or representation (either express or implied) about the Platform or Services, including no warranty or representation that use of the Platform and Services will be:

You acknowledge that the Platform may not contain all information you require in order to evaluate whether or not you should make an Investment. We do not warrant the accuracy or correctness of information displayed on the Platform and give no warranties or guarantees or accept any liability (except that which cannot be excluded by law) in relation to the statements, representations and information displayed on the Platform.

The exclusions and limitations in these Terms apply whether any claim or liability arises in under contract, tort (including for our negligence), breach of a statutory duty or any other cause of action.

To the fullest extent permitted by law, we are not liable for any loss, costs, liability, expenses or damages (including direct or indirect, special, incidental, consequential or exemplary) arising from or in relation to:

To the fullest extent permitted by law, we are not liable for any loss of profit or any loss of opportunity.

Our maximum liability to you in connection with any and all claims arising from your use or inability to use the Platform or Services, under contract, tort (including for our negligence) or any other cause of action, will not exceed the total fees you have paid or are liable to pay to us in connection with your legitimate use of our Website, the Platform and our Services over the last 12 months.

Despite anything in these Terms, if these Terms are or become inconsistent with any applicable law then the applicable law will apply in precedence to those Terms. If you are a “consumer” for the purposes of the Fair Trading Act 1986 (NZ) or the Consumer Guarantees Act 1993 (NZ), nothing in these Terms excludes, restricts or modifies the application of any provision, the exercise of any right or remedy that you may have or the imposition of any liability that we may have under the Fair Trading Act 1986 (NZ) or the Consumer Guarantees Act 1993 (NZ). If you are a “consumer” for the purposes of the Consumer Guarantees Act 1993 (NZ), our services come with guarantees that cannot be excluded and you have a right of redress against us if our services do not comply with the guarantees under that Act.

To the maximum extent permitted by law, you agree to indemnify us, and hold us harmless, from and against all claims, damages, costs and expenses (including reasonable solicitor/client fees) that arise out of or relate to:

This indemnification includes without limitation, liability relating to intellectual property rights, defamation and breaches of privacy.

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

You may not assign, transfer or sub-contract any of your rights or obligations under these Terms without our prior written consent.

We may assign, transfer and sub-contract any of our rights and obligations under these Terms in whole or in part to anyone.

We may provide you with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication through the Platform.

If any part of these Terms is, or becomes, legally invalid or unenforceable, then that part will be removed or amended as necessary and the remainder of these Terms will continue to apply.

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

These Terms may not be construed adversely to a party, just because that party prepared, or procured the preparation of, these Terms.

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

A reference to an enactment or any regulation is a reference to that enactment or regulation as amended or substituted, and a reference to an enactment includes regulations made under that enactment.

These Terms are governed by New Zealand law and you and we submit to the exclusive jurisdiction of the courts of New Zealand. However, you accept that if you are located outside of New Zealand then we may bring a claim in any relevant location.

By using the Platform and Services, you accept that it is your responsibility to determine whether and to what extent, any taxes apply to any Investments you may make.

If you have any questions in relation to these Terms or the Platform or Services, you can contact us at [email protected].

Last updated: 5 July 2022