UNCLE PERCY LIMITED
USER AGREEMENT
Welcome to Uncle Percy.
This agreement applies to Users who register as Account Holders and/or make Contributions towards a Savings Goal.
1 TERMS AND CONDITIONS
1.1 Acceptance of agreement
This agreement, together with the Website Terms & Conditions and the Privacy Policy, sets out the terms and conditions which govern Users. By accessing, browsing and either registering as an Account Holder or making a Contribution, you acknowledge that you have read, understood and agree to be bound by this agreement.
1.2 Variation of agreement
Except as set out below, we reserve the right to amend this agreement and any related Content from time to time, and will notify you of any amendments by posting the revised agreement on the Website. Your continued use of the Website after such amendments have been posted will represent your agreement to be bound by the agreement as amended.
We will not amend this agreement to the material financial detriment of an Account Holder in respect of any existing Uncle Percy Account, without the agreement of the Account Holder.
1.3 Defined terms
In this agreement, unless the context requires otherwise, capitalised terms have the meaning given in clause 10 (DEFINED TERMS).
2 REGISTRATION AS AN ACCOUNT HOLDER
2.1 Becoming an Account Holder
You may only become an Account Holder if:
(a) you have first registered as an Account Holder and created a user profile;
(b) you are 18 years of age or older and can form a legally binding contract that is enforceable against you; and
(c) you are resident in New Zealand and present in New Zealand at the time you do so.
By registering as an Account Holder, you acknowledge and warrant that you comply with each of the above statements.
We may decline to accept anyone as an Account Holder, without giving any reason.
2.2 Stand down period
You acknowledge that creation of an Uncle Percy Account may be subject to a mandatory stand down period or other delay in activation. We will publish details of any mandatory stand down period on the Website from time to time.
2.3 Identification
We are required by law to verify the identity of any person opening a new Uncle Percy Account and may be required to verify the identity of any person (including, but not limited to, a Contributor) in other circumstances by Applicable Laws.
You must satisfy any identification requirements we specify from time to time including the provision to us of material or acceptable documents that contain your photograph or signature or other information as required by us in our sole discretion.
The Applicable Laws which require us to verify your identity may change from time to time and we may require additional or different information from you at any time.
2.4 Contacting third parties
You authorise us to take any steps we consider necessary or desirable to verify your identity, together with any Personal Information or any other information provided by you, and (without limitation) you agree that we may contact third parties and share information relating to you with any third party to do so. Any verification steps are at our discretion and without obligation to us.
2.5 Your further acknowledgements
You acknowledge that:
(a) we are not a Bank and are not bound by the Code of Banking Practice;
(b) we are not providing you with financial or investment advice including (without limitation) any kind of investment advice or broking service for the purposes of the Securities Markets Act 1988 (NZ) or any financial adviser service for the purposes of the Financial Advisers Act 2008 (NZ), once in effect – this means that we are not required to make any disclosures to you under those Acts;
(c) an Uncle Percy Account is not a “security” for the purposes of the Securities Act 1978 (NZ), but reflects your beneficial ownership of an underlying call debt security (the Bank account) held on bare trust for each Account Holder by the Trustee – this means that you are not required to receive from us an investment statement or prospectus in respect of an interest in an Uncle Percy Account. Under the Securities Act 1978 (NZ), Banks are not required to publish an investment statement for call debt securities, however, a copy of the applicable Bank’s disclosure statement is available from us on request.
3 USER PROFILE MANAGEMENT
3.1 User name andpassword
When you register as an Account Holder, you must provide a user name, password and security questions/answers in order to create and access your user profile. You are fully responsible for the safekeeping of your user name, password and security question/answers and for all use of or access to the Website by anyone using your user profile.
We may at any time by notice require you to immediately change your user name, password and/or security questions/answers.
3.2 Unauthorised use
You agree to notify us immediately if you suspect any unauthorised use or disclosure of your Personal Information, password and/or security questions/answers.
3.3 Your User Content
You acknowledge and agree that:
(a) you are responsible for ensuring that all necessary copyright and permissions are obtained with respect to any User Content you upload to the Website;
(b) we do not vet or approve your User Content and we do not accept any liability with respect to your User Content;
(c) you grant to us an irrevocable perpetual licence to reproduce, publish, copy or transmit your User Content without charge for the purpose of enabling you to use this Website;
(d) you authorise us to amend or delete any of your User Content where your User Content is, or is alleged to be, defamatory, in breach of Intellectual Property Rights, illegal or not appropriate in our sole opinion to be accessed through the Website;
(e) to the fullest extent permitted by law, you access and use your User Content at your own risk; and
(f) you accept responsibility for all of your User Content and indemnify us against any liability, costs, losses, claims or damages (including legal fees and disbursements on a solicitor and own client basis) incurred or suffered by us in relation to your User Content, including but not limited to claims for defamation, infringement of Intellectual Property Rights or other proprietary rights or breach of privacy or confidence.
3.4 Backup procedures
We will backup your User Content in accordance with our procedures for backing up the Website. In the event of equipment failure or data corruption, we will use reasonable endeavours to restore from the last known good backup.
In the event of corruption of all our backups, or in the event that an old backup is used to restore data, you should be prepared to upload your User Content to the Website again.
3.5 Your additional responsibilities
You must:
(a) comply with the terms of this agreement, the Website Terms & Conditions and the Privacy Policy;
(b) comply with any additional operational rules and/or acceptable use policies notified, published or adopted by us;
(c) comply with any additional terms required from time to time by any Payment Agent or the Trustee, which are published on the Website or otherwise notified to you;
(d) ensure that any information that you give to us relating to your use of the Website is complete and accurate (including, without limitation, your User Content);
(e) advise us promptly if any of your Personal Information changes from that previously supplied;
(f) advise us promptly if you close your Originating Bank Account;
(g) follow our directions about the use of the Website;
(h) use the Website for lawful purposes only;
(i) not use the Website to promote goods or services outside the services provided by us;
(j) not interfere with, disrupt or access any part of the Website or the Content for which you have not been authorised by us in writing; and
(k) obtain and install at your expense communication and computer equipment as is necessary to enable you to access and use the Website.
4 UNCLE PERCY ACCOUNTS
4.1 Creating a Savings Goal and an Uncle Percy Account
Savings Goals and Uncle Percy Accounts may be created as follows:
(a) An Account Holder may create one or more Uncle Percy Accounts.
(b) To create an Uncle Percy Account, the Account Holder must make an initial Contribution of a minimum of NZ$10 and a maximum of NZ$500, by electronic transfer via the Payment Agent from the Originating Bank Account. The Account Holder must be a named account holder of the Originating Bank Account.
(c) The Account Holder must designate a Savings Goal for each Uncle Percy Account.
(d) The Savings Goal must be a minimum of NZ$250 and a maximum of NZ$10,000.
(e) The aggregate of all Savings Goals for a single Account Holder must be a maximum of NZ$10,000.
(f) The Account Holder must designate whether the Uncle Percy Account is Private, Friends & Family or Public.
(g) Your interest in an Uncle Percy Account cannot be held by you on trust for any other person.
4.2 Withdrawal or repayment of Available Balance
Withdrawal or repayment of the Available Balance occurs in the following circumstances only:
(a) If you are an Account Holder, you may close a Savings Goal and your Uncle Percy Account at any time (whether or not you have achieved the Savings Goal), subject to compliance with this agreement and any operative requirements of the Website.
(b) We may close an Uncle Percy Account at any time where permitted to do so under this agreement (including on termination of this agreement).
(c) Except as otherwise provided for in this clause, all payments from an Uncle Percy Account will be made by transfer of the Available Balance, less any applicable fees, via the Payment Agent back to the Originating Bank Account. If you close your Originating Bank Account, we will issue you a cheque (in the same name as the name on the Originating Bank Account) for the amount payable.
(d) We may, at our discretion, not pay out any Available Balance until all pending Contribution are cleared.
4.3 Trust account
The Trustee will hold each Available Balance in a Bank account in New Zealand on a bare trust for the relevant Account Holder, upon and subject to the terms of the Trust Deed.
Available Balances for different Account Holders may be held in the same Bank account, but the Trustee will maintain separate records to allow each Available Balance to be held on an individual and identifiable bare trust basis.
By creating an Uncle Percy Account you instruct us to instruct the Trustee to hold the Available Balance on bare trust at a Bank selected by us and approved by the Trustee. The Bank may change from time to time with prior notice to you.
4.4 Interest
No interest earned on any Available Balance (or any other amount) will be payable to an Account Holder (or, for the avoidance of doubt, a Contributor).
You acknowledge and agree that all interest earned on any Available Balance (or any other amount) will belong to Uncle Percy and may be paid to Uncle Percy by the Trustee or as Uncle Percy directs at any time.
4.5 Statements and information
If you are an Account Holder:
(a) you agree that we will not issue you any statements in respect of your Uncle Percy Account;
(b) you may obtain information regarding the Available Balance and transaction history for your Uncle Percy Account by accessing your User profile on the Website;
(c) you must carefully review all information regarding the Available Balance and transaction history so you are aware of the status of your Uncle Percy Account at all times; and
(d) if you believe there are errors or unauthorised transactions shown in respect of your Uncle Percy Account, you must contact us as soon as possible by calling the “Customer Service” number published on the “Contacts” page of the Website.
4.6 Viewing Savings Goals
Private Savings Goals may be viewed by the Account Holder only.
Friends & Family Savings Goals may be viewed by the Account Holder and any other Users or Visitors the Account Holder invites via the Website. Once you have invited a User or Visitor to access your Friends & Family Savings Goal, this cannot be withdrawn unless you change your Savings Goal to a Private Savings Goal.
Public Savings Goals may be viewed by all Users and Visitors.
4.7 Public Savings Goals
If you create a Public Savings Goal, you understand that you are granting to us a perpetual and irrevocable licence to display any of your User Content in relation to your Public Savings Goal to other Users and Visitors to the Website until the Savings Goal has been met or you change the status of the Savings Goal to Friends & Family or Private.
Furthermore, without limiting any other rights we may have under this agreement, you understand that we reserve the right to reformat, remove or translate any of your User Content unsuitable for public viewing.
We do not guarantee the authenticity of any information that Users may provide about themselves on the Website.
4.8 Editing a Savings Goal
If you are an Account Holder, you can edit your Savings Goal at any time on the Website.
4.9 Monitoring Savings Goals
We are under no obligation to monitor Savings Goals, nor to exercise any editorial control over the content of Savings Goals.
5 CONTRIBUTIONS
5.1 Eligibility
You can only make a Contribution towards a Savings Goal if:
(a) you are 18 years of age or older and can form a legally binding contract that is enforceable against you;
(b) you are resident in New Zealand, Australia, the United Kingdom or any other jurisdiction specified by us from time to time, and present in one of those jurisdictions at the time you do so.
By making a Contribution, you acknowledge and warrant that you comply with each of the above statements.
We may decline to accept any Contribution at any time, without giving any reason.
5.2 Contributions
Contributions may be made:
(a) in respect of the initial Contribution to open an Uncle Percy Account, by the Account Holder only;
(b) towards a Public Savings Goal, by any User;
(c) towards a Friends & Family Savings Goal, by any User designated by the Account Holder;
(d) towards a Private Savings Goal, by the Account Holder only;
(e) in all cases, only by way of electronic transfer of cleared funds via the Payment Agent (in any manner accepted by the Payment Agent and approved by us, which may include by direct debit, electronic transfer from a bank or credit card payment);
(f) in a minimum amount of NZ$10 per Contribution;
(g) up to a maximum amount of NZ$500 per direct debit Contribution and NZ$200 per credit card Contribution; and
(h) up to a maximum aggregate daily amount for a single Contributor of NZ$500.
5.3 Contributions are irrevocable
Once an instruction is given by the Contributor via the Website, Contributions are irrevocable (subject to any Applicable Laws) and, once cleared, will form part of the Available Balance held on bare trust for the relevant Account Holder by the Trustee.
Where required to do so by any Applicable Law or where we consider necessary or desirable for the smooth functioning and good reputation of Uncle Percy and/or the Website, we may, however, instruct the Trustee and/or the Payment Agent to repay any Contribution to the Contributor.
5.4 Cleared funds
Contributions will be classed by us as “pending” until cleared. Funds that are “pending” do not form part of the Available Balance of an Uncle Percy Account.
We will use reasonable endeavours to publish pending Contributions so that they may be viewed by the Account Holder.
6 FEES AND CHARGES
6.1 Fees and charges
The following applies with respect to fees and charges:
(a) Currently, Uncle Percy does not charge you a separate fee to register as an Account Holder, create an Uncle Percy Account, post a Savings Goal or make a Contribution.
(b) Uncle Percy will, however, charge the Account Holder a fee of NZ$7.95 (incl GST), deducted from any payment of the Available Balance, when the Account Holder closes an Uncle Percy Account.
(c) In addition, all interest earned on any Available Balance (or any other amount) will belong to Uncle Percy and may be paid to Uncle Percy by the Trustee or as Uncle Percy directs at any time.
(d) The Payment Agent may also charge you a fee for processing Contributions and/or payments out of an Uncle Percy Account in accordance with their terms and conditions, available here: Terms and conditions. The Payment Agent’s current fees are published on the Website.
(e) The Trustee charges Uncle Percy a fee under the Trust Deed. Uncle Percy pays this fee out of its own resources.
(f) The Bank pays Uncle Percy a fee calculated by reference to the aggregate of the Available Balances held in its accounts. You acknowledge and agree that this fee is retained by Uncle Percy for its own benefit. The fee payable by the Bank to Uncle Percy is published on the Website.
(g) All of the above fees may be varied or new fees charged from time to time in accordance with the terms of this agreement.
(h) You may be charged fees or incur other costs or charges for using the Website by third parties such as (but not limited to) your own bank, credit card provider or other financial services provider, telecommunications or internet service provider.
6.2 Offset of amounts
Any amounts that we owe to you may be offset against any amounts owed by you to us.
7 RESTRICTED ACTIVITIES
7.1 Illegal and other activities
You acknowledge that it is illegal to create an Uncle Percy Account or Savings Goal or make a Contribution to a Savings Goal for the purpose of money laundering, financing of terrorism or other unlawful conduct.
You agree that you will not use the Website or any Uncle Percy Account to buy, sell or trade property or otherwise engage in commerce.
You acknowledge that we may delay, block or refuse to process any transactions without notifying you or incurring any liability where required to do so by any Applicable Law or if we otherwise suspect that the transaction may breach any Applicable Law or otherwise be for the purpose of money laundering, financing of terrorism or other unlawful conduct.
7.2 Restrictions on representations
You agree that you will not:
(a) make any false, misleading or deceptive statements or omissions of material facts in any posts or other User Content;
(b) misrepresent your identity or describe, present or portray yourself as a person other than yourself, whether in a narrative description or a photo in your posts; or
(c) represent yourself to any person as a representative, employee or agent of us, or attempt to speak on our behalf.
7.3 Content restrictions
You agree not to post, upload, publish, display, transmit, share, store, or otherwise make or attempt to make available on the Website any pornographic, obscene, offensive, threatening, harassing, libellous, hate-oriented, harmful, defamatory, racist, illegal or otherwise objectionable material or content. We will decide in our sole discretion whether any material or content fits these descriptions.
You agree not to upload or distribute in any way any files that contain viruses, corrupted files or any similar software or programs that may damage the operation of other Account Holders’ Uncle Percy Accounts, the Content or the Website.
Any text-based content uploaded by you to the Website must be in the English language.
7.4 Privacy of other Users
You agree not to post, upload, publish, display, transmit, share, store, or otherwise make or attempt to make available on the Website or on any other website, forum, medium or communication of any kind, any Personal Information of any other User, whether or not such information is displayed on or ascertainable from the Website, or obtained or obtainable from sources unrelated to the Website.
7.5 Our rights
If, at any time:
(a) you breach or we consider you are likely to breach this agreement, the Website Terms & Conditions or the Privacy Policy;
(b) you commit or permit any act or omission which we consider is unlawful; inconsistent with this agreement, the Website Terms & Conditions or the Privacy Policy or is otherwise (in our sole opinion) injurious to our good reputation or commercial interests;
(c) we are not satisfied with any information or response to any request for information or documentation (including, without limitation, for the purposes of verification of the identity of any person or source of any funds) from you or in respect of you;
(d) we believe there has been any unauthorised use or disclosure of your Personal Information, password and/or security questions/answers;
(e) we believe a Savings Goal contains materially inaccurate information, fails to disclose materially relevant information, has been posted illegally or in violation of any order, injunction or decree of any court of governmental authority, has been posted for purposes of fraud or deception or unlawful activity;
(f) you have not logged on to the Website for a period of 12 month; or
(g) we consider it is otherwise in our interests to do so,
we may, without the need to give any notice, take any or all of the following steps:
(h) terminate, suspend or alter your access to the Website;
(i) de-register your User profile;
(j) remove any of your User Content or any Savings Goal from the Website;
(k) close any Uncle Percy Account; and/or
(l) terminate this agreement.
These rights are without limitation to any other rights we may have under this agreement or at law.
7.6 Consequences of termination
If we close any Uncle Percy Account or terminate this agreement, any related Savings Goals that you have posted on the Website will terminate and will be removed from the Website immediately and the Available Balance in an affected Uncle Percy Account will be paid out in accordance with clause 4.2 (Withdrawal or repayment of Available Balance).
7.7 Survival
Any clause of this agreement which gives rights to us or limits our obligations or liability shall remain in full force and effect following termination of this agreement.
8 NO GUARANTEE, DISCLAIMER AND INDEMNITY
8.1 No guarantee
We do not warrant or guarantee that a Savings Goal will receive any Contributions.
8.2 Disclaimer and limitation on Liabilities
The disclaimers and limits on our liability in the Website Terms and Conditions shall apply for the purposes of this agreement.
8.3 Indemnity
You agree to indemnify us and hold us harmless from and against any and all claims, losses (including consequential losses), expenses, demands and liabilities (including legal fees and disbursements on a solicitor and own client basis) incurred by us in connection with any claim by a third party arising out of:
(a) your default or failure to perform your obligations under this Agreement; or
(b) any act or omission for which you are responsible at law.
9 PERSONAL INFORMATION
We are committed to our policy of protecting the privacy and confidential nature of your Personal Information. For more information, refer to our Privacy Policy, available here: Privacy Policy
10 DEFINED TERMS
In this agreement, unless the context requires otherwise:
Account Holder means a User who registers a User profile and creates an Uncle Percy Account.
Applicable Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in any jurisdiction and includes the common law and equity as applicable from time to time, and any applicable industry codes of conduct.
Available Balance means the available balance of funds in an Uncle Percy Account.
Bank means a bank which is a registered bank under section 2(1) of the Reserve Bank of New Zealand Act 1989.
Content means all material that we have uploaded to the Website, including but not limited to text, data, articles, design, software, photos and images.
Contribution or Contribute means an instruction for payment to an Uncle Percy Account.
Contributor means a User who makes a Contribution to one or more Uncle Percy Accounts.
Friends & Family Savings Goal means a Savings Goal designated as Friends & Family by the Account Holder.
Intellectual Property Rights means all existing and future rights conferred under statute, common law and equity in and in relation to inventions, designs, trademarks, trade names, logos and get up, circuit layouts, confidential information and copyright and any other right granted by operation of law which confers protection on any written, artistic or other work created by intellectual effort and all associated intangible assets created as a by-product in relation to any work.
Originating Bank Account means the bank account from which the original Contribution to open an Uncle Percy Account is made.
Payment Agent means Flo2Cash Limited or such other payment agent nominated from time to time by us for making Contributions.
Personal Information means information about an identifiable individual and can include, without limitation, names, addresses, phone numbers, IRD numbers, bank account or credit numbers.
Privacy Policy means the policy governing our use of personal information, available here: Privacy Policy
Private Savings Goal means a Savings Goal designated as Private by the Account Holder.
Public Savings Goal means a Savings Goal designated as Public by the Account Holder.
Savings Goal means the financial goal nominated by the Account Holder in respect of an Uncle Percy Account. A Savings Goal may be designated Public, Private or Friends & Family.
Trust Deed means the deed of trust between Uncle Percy and the Trustee pursuant to which the Trustee agrees to hold each Available Balance on trust for the relevant Account Holder.
Trustee means Public Trust or such other person nominated from time to time by Uncle Percy to hold Contributions on trust for Account Holders.
Uncle Percy or we, us, our means Uncle Percy Limited, together with its successors and assigns.
Uncle Percy Account means an electronic product offered by Uncle Percy pursuant to which Contributors may make Contributions into an underlying trust account in the name of the Trustee for the benefit of the Account Holder.
User means an Account Holder or a Contributor.
User Content means any documents, forms, information or materials uploaded by you to the Website, including but not limited to:
(a) information uploaded by you when registering as a User as part of your user profile;
(b) posts, remarks, discussions and ideas; and
(c) graphics, logos and images.
Visitor means a casual visitor to the Website.
Website means this website and all related systems, files, materials, features, components and programs.
Website Terms & Conditions means the website terms & conditions which apply to all Users and Visitors to the Website, available here: [insert hyperlink here].
You, your means you.
11 GENERAL
11.1 Authority
You warrant and represent that you have full legal competence and capacity to enter into and perform this agreement.
11.2 No assignment or transfer of obligations
You may not assign or transfer any of your rights or obligations under this agreement to another person without our prior written consent (which we may give or withhold in our sole discretion). Any such assignment or transfer in violation of this clause shall be ineffective and invalid.
11.3 Disputes
You agree that you will notify us in writing of any claim or dispute concerning or relating to this agreement, and give us a reasonable amount of time to address your claim or dispute before initiating any legal action.
11.4 Notices
Any notice required to be served upon us in accordance with this agreement may be delivered by post, personal delivery or email to the addresses published on the “Contacts” page of the Website from time to time.
Any notice required to be served upon you in accordance with this agreement may be delivered by email to the email address linked to your User profile or in such other manner permitted by law to your current address as notified to us from time to time.
11.5 Entire agreement
(a) This agreement and the Website Terms and Conditions represent the entire agreement and understanding between you and us with respect to the subject matter of this agreement and supersedes any other agreement or understanding, written or oral, between you and us.
(b) In the event of any conflict between this agreement and the Website Terms & Conditions and/or the Privacy Policy, this agreement shall prevail.
11.6 Severability
If any provision (or part of any provision) of this agreement is or becomes invalid or unenforceable to any extent, that provision (or the relevant part of the provision) shall be severed from the remaining provisions, and the remaining provisions will remain enforceable to the greatest extent permitted by law.
11.7 No waiver
Any failure or delay by us to exercise any power, remedy or right under this agreement shall not constitute a waiver of that power, remedy or right.
11.8 Force majeure
We shall not be liable for any delay or failure to perform any of our obligations under this agreement (including but not limited to lack of performance or availability of the Website) to the extent that the delay or failure is caused by an event outside our control. Those events include but are not limited to acts of God, war, labour disputes, equipment failure or acts of government.
11.9 Variations to agreement
Without limiting our powers under this agreement to make changes, no modification or alteration of, or addition to any of the provisions of this agreement shall be effective unless agreed to by us in writing.
11.10 Privity
Any undertaking by you under the terms of this agreement which relates to the Payment Agent and/or the Trustee is also given for their benefit for the purposes of the Contracts (Privity) Act 1982 (NZ).
11.11 Governing law
This agreement is governed by and shall be construed in accordance with the law of New Zealand and you irrevocably submit to the non-exclusive jurisdiction of the Courts of New Zealand.
