In this Agreement:
We are an intermediary and marketplace for investors and persons offering financial products. That means We provide services to both Companies and to investors. We do not provide investment or financial advice. We make no representation or endorsement regarding any Offer by virtue of the Offer being introduced to You or available to You in our marketplace.
We provide the following three key types of services:
There are differences between the Services. It’s important that You identify which type of Offer You are investing in so You can understand the nature of the Services We will provide to You.
You and Snowball Effect agree to comply with the terms of this Agreement, comprising:
1.1 These General Terms apply to You in respect of any Offer You participate in as an investor.
1.3 You may also find the frequently asked questions section helpful at snowballeffect.co.nz/frequently-asked-questions.
2.1 We accept the following types of members as eligible to invest in an Offer:
3.1 The minimum investment by an Eligible Company or an Eligible Trust in an Offer is $10,000 (Minimum Entity Investment), unless Snowball Effect and the relevant Company agree otherwise.
4.1 If You are required to register on the Website, You must complete the registration process before making your first investment through the Website or otherwise through Us. If You are an individual, You confirm by completing the registration process that You are at least 18 years old.
5.1 An investor who accesses an Offer from outside New Zealand, or who is not a New Zealand citizen, or who by virtue of their non-New Zealand citizenship has laws of a country outside New Zealand applying to them (International Investor) is solely responsible for ensuring their compliance with all laws of any country outside New Zealand relevant to them when accessing such Offer and if and when subsequently subscribing for any financial products pursuant to that Offer. Any International Investor should consult their professional advisers as to whether any governmental or other consents are required, or other formalities need to be observed, to enable them to access an Offer or to subscribe for financial products pursuant to an Offer.
5.2 If You are, or become, an International Investor You will be liable to Snowball Effect and any of its directors or officers or advisers, and You hereby indemnify them, against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that they incur as a result of Your non-compliance with clause 5.1. This clause 5.2 is also for the benefit of each third party described herein, and may be enforced by each of them, under section 4 of the Contracts (Privity) Act 1982.
6.1 We can refuse membership or cancel or suspend your membership, or discontinue dealing with You, if at any time We are concerned about any of the following:
7.1 Each investor, regardless of their status, is entirely responsible for any decision it makes to participate or not to participate in any Offer. Snowball Effect shall have no liability to You in connection with your decision (whether in contract, equity, tort (including, without limitation, negligence) or under any other theory of law or cause of action howsoever arising) unless such liability arises out of the fraudulent actions of Snowball Effect or a material breach by Snowball Effect of its obligations expressly provided for in this Agreement.
7.2 The Services provided to You by Snowball Effect are expressly limited to the descriptions in this Agreement, and do not include any taxation advice. An investment in an Offer may have taxation consequences depending on your circumstances and it is your responsibility to seek any necessary professional advice on the taxation implications of investment in an Offer.
8.1 Snowball Effect does not currently charge You any fees to make an investment in an Offer. Interest accrued (if any) on the Subscription Price (as defined in clause 9.3 below) whilst held in Snowball Effect's trust account (Snowball Effect Trust Account) will be retained by Us as an administration fee to partially compensate the time and costs involved with collection and managing payments. Snowball Effect’s fees may be changed at any time. We will notify You in advance if We propose to charge You fees for our services.
9.1 Each Offer will include information prepared by the Company relating to the Offer (Offer Documents) and there may be a forum visible to Snowball members allowing them to ask questions of the management of that entity (Forum).
9.2 Each Offer will include documentation between the Company and each investor who decides to invest in the Offer (Subscription Agreement). You will be required to sign this Subscription Agreement, which is generally done electronically by entering your initials through the online investment process.
9.3 When You sign the Subscription Agreement, You will be legally bound by its terms, including the obligation to pay the investment amount (Subscription Price) before the Offer closes.
9.4 When You pay the Subscription Price it will be held in the Snowball Effect Trust Account except as follows:
10.1 Unless otherwise authorised by Snowball Effect, your Subscription Price will be drawn from your Nominated Bank Account by direct debit. You will be directed to a direct debit authority page during the investment process which will authorise Us to draw the Subscription Price from your Nominated Bank Account to be held in the Snowball Effect Trust Account. You must have sufficient funds in your Nominated Bank Account to honour this transaction.
10.2 Funds held in the Snowball Effect Trust Account are held separately from any Snowball Effect operating accounts, and can only be legally used for the purposes of paying the Subscription Price in accordance with the Offer terms or making refunds to investors if an Offer is unsuccessful. This means that your money is protected from claims against Us.
10.3 If an Offer is unsuccessful, your Subscription Price (provided it has been paid into the Snowball Trust Account) will be returned by Snowball Effect to your Nominated Bank Account within 10 business days of the Offer being declared unsuccessful.
11.1 If a Company reaches its Funding Target in committed investments, but the actual funds deposited by investors into the Snowball Effect Trust Account (together with any funds received by the Company in accordance with clause 9.4) pursuant to such Offer are less than the Funding Target (which may happen if an investor is advised by Snowball Effect that it has been refused permission to invest, or if there is a failure by other investors to pay some or all of their Subscription Price), then:
11.2 Subscription monies (being monies paid by investors) will generally be accepted on a 'first in first served' basis. To the extent that there is an over-subscription (which may be caused by the Website receiving more than one investor subscribing around the same time that the Offer successfully closes) the Company may, at its discretion, select which such investor(s) to accept investment from and the Company may scale back some or all of such investments.
11.3 If an investor fails to pay the whole amount of their Subscription Price, the Company may, at its discretion, reject such investor's subscription or scale back some or all of such investments.
12.1 At any time during the Offer Period, with Snowball Effect’s agreement the Company may reduce the price per financial product offered pursuant to the Offer. Any such reduction shall apply across each investment made pursuant to the Offer during the Offer Period and the number of financial products being offered to each investor shall be increased accordingly.
13.1 People associated with Snowball Effect (such as its directors, employees and people which Snowball Effect has a business relationship with) may subscribe for financial products in any Offer. Any such investments will generally not be disclosed by Snowball Effect or the Company to You or any other investor. If You otherwise become aware that a person associated with Snowball Effect has invested in a Company, it is not an endorsement and You may not rely on this fact when making a decision whether or not to invest.
13.2 A decision by an associate of Snowball Effect to invest is not a representation about, or an endorsement of, any Offer by Us or that associate.
14.1 Some Offers may have a Forum, as described in clause 9.1. You may only use that Forum for lawful and genuine purposes, and must not post or disseminate any material unrelated to the Offer, content that may reasonably be considered offensive to other users of the Website, or material or data in violation of any law (including data or other material that is protected by copyright or trade secrets which You do not have the right to disclose). Snowball Effect has the right, in its sole discretion, to remove any material from the Forum if it considers it to be inappropriate.
16.1 When investing as an Eligible Trust, each Trustee by signing the Subscription Agreement represents and warrants to Snowball Effect that, pursuant to the terms of the Trust Deed (described in clause 16.3 below), they have authority to enter into and to be bound by the Subscription Agreement.
16.2 If the registration process is completed on behalf of an Eligible Company, the director or authorised person completing the registration process (Authorised Person) confirms they have the necessary authority to register the Eligible Company and that the Eligible Company will be bound by the terms of this Agreement. The Authorised Person hereby indemnifies Snowball Effect against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that it incurs as a result of the Authorised Person's lack of authority.
16.3 If the registration process is completed on behalf of an Eligible Trust, each trustee of that Eligible Trust confirms that they are authorised to register and enter into this Agreement in the capacity as a Trustee pursuant to the terms of the trust deed (or other governing or constituent document) of that Eligible Trust (Trust Deed).
17.1 You must comply with any identification and other anti-money laundering requirements that We may ask for. In particular, We may require information about the sources of funds You will use to invest.
17.2 You must update Us if any information that You have provided changes before any transaction. If your email address changes, You must tell Us as soon as You can. This is so We can satisfy our reporting obligations to You. Communication by Us addressed to the last email address You have supplied is deemed to be effective notice to You for all purposes.
17.3 Giving Us your email address means that We, and any Company You invest in, can use it for all communications with You. This clause 17.3 is also for the benefit of each Company You invest in through Us, and may be enforced by each of them, under section 4 of the Contracts (Privity) Act 1982.
17.4 We can provide your personal details to any Company You invest in through the Website. We can also disclose to the Financial Markets Authority (FMA) this Agreement and any information You give Us, or which We hold about You. Ordinarily that would only be on the FMA's request.
18.1 We may from time to time amend, supplement, vary, or replace (amend) the terms of this Agreement provided that such amendment does not materially affect your then existing rights in respect of the period up to that point, whereupon You shall be deemed to have agreed to the amended terms. You agree that You shall have been sufficiently notified of any such amendment by dispatch of an email or by notification on our Website drawing it to your attention. The amended version of the Agreement posted on the Website shall govern. If You do not accept an amendment, please do not invest through Us thereafter.
19.1 Snowball Effect shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control (which shall include, without limitation, any delays caused or contributed to during the registration process outlined in this Agreement).
20.1 Nothing in this Agreement is intended to avoid the provisions of the New Zealand Consumer Guarantees Act 1993 except to the extent permitted by that Act (or to exclude liability arising under any other statute). If and to the extent that such liability cannot be lawfully excluded, this Agreement shall be modified to the extent necessary to give effect to that intention.
21.1 This Agreement is effective once You have signed (electronically or otherwise).
21.2 This Agreement may be signed in any number of counterparts.
21.3 Any unlawful provision in this Agreement will be severed, and the remaining provisions enforceable, but only if the severance does not materially affect the purpose of, or frustrate, this Agreement.
21.4 New Zealand law governs. New Zealand courts have exclusive jurisdiction.
1.1 These Retail Offer Terms apply to You in respect of any Retail Offer.
1.2 You must also read the Disclosure Statement at snowballeffect.co.nz/legal/disclosure-statement.
2.1 We are required to give You information about our registration process.
2.3 During the investment process, You must give Us:
i. your full legal name;
ii. your residential address;
iii. your email address;
iv. your passport details or driver licence details; and
v. any other information requested by Us.
i. the company number (or equivalent number for entities incorporated outside of New Zealand);
ii. the registered office address;
iii. the full name of each director and major shareholder (holding 25% or more of the shares of the company) (each, a Key Person);
iv. the residential address of each Key Person;
v. the email address for each Key Person;
vi. the passport or driver licence details for each Key Person; and
vii. any other information requested by Us.
i. the full name of each trustee of the trust (Trustee);
ii. the residential address of each Trustee;
iii. the email address for each Trustee;
iv. the passport or driver licence details for each Trustee; and
v. any other information requested by Us.
2.4 If You are investing as an individual, You may only invest for yourself, in your own name, and must ensure that any investment made through the Website is exclusively on your own behalf and is paid for from the bank account provided by You through the investment process (Nominated Bank Account).
2.5 You will not be able to transact through Snowball Effect until We notify You of your successful registration, which includes completion of the required parts of your member profile (We call this, for simplicity, being a Snowball Effect member).
3.1 We undertake limited background checks on each Company that makes a Retail Offer. These checks consist of a number of preliminary checks of the Company making the Retail Offer (Retail Company), its directors and senior managers (being managers of the Retail Company that are identified to Us as material to the Retail Company's business) (Mandatory Checks).
3.2 The Mandatory Checks on individuals will cover:
3.3 The Mandatory Checks on Retail Companies will cover:
3.4 We will, acting in our sole discretion, consider any areas of concern about the Retail Company or the individuals apparent from the Mandatory Checks. If the Mandatory Checks disclose facts impugning the honesty of the Retail Company or the relevant individuals involved, then the Retail Company's application to raise funds through Snowball Effect will be put on hold. We will give the Retail Company or individuals concerned the opportunity to respond to the areas of concern, and the board of directors of Snowball Effect will consider whether the supplementary information disposes of the concerns. We will not allow any Retail Company to raise funds through Snowball Effect if We have material unresolved concerns about honesty within the Retail Company arising from the Mandatory Checks.
3.5 When undertaking the Mandatory Checks, We will exercise the care, diligence, and skill that a prudent equity crowdfunding provider undertaking those Mandatory Checks would exercise in the same circumstances. However the Mandatory Checks will not provide guidance regarding the commercial success of any Retail Company, and You should not rely on the Mandatory Checks as any assurance of the results of your investment.
3.6 We do not actively monitor Retail Companies or any individuals after these Mandatory Checks have been completed. However, if We become aware of information that is materially contradictory to the results of the Mandatory Checks previously undertaken, We will reconsider whether to decline to allow the Retail Company to use Snowball Effect’s Services.
3.7 We may form an adverse view at any time of the Retail Company's prospects of raising funds through Snowball Effect and decline to proceed without an adverse judgement of the prospects of the Retail Company's business or its people. For example it may be a question of timing, or reflect our view of the particular interests and appetite of Snowball Effect members, or take account of relative attractiveness in relation to other offers or potential offers to Snowball Effect members around that time.
3.8 At any stage, in our absolute discretion We may notify a Retail Company that it may no longer use our Services.
3.9 Snowball Effect does not verify the content of the Offer materials, and makes no representation in relation to the completeness or accuracy of any information contained in the Offer materials.
3.10 We rely on each Company to inform Us if any material information relating to it has changed from what it has disclosed in its Offer. Companies will usually be required to update their Offer with any such information during the Offer period. However We may not be well enough informed, or have rights and procedures to ensure this will happen.
4.1 For Retail Offers, You warrant and represent that You are eligible to subscribe for shares in a Company for a period (Offer Period) ending on the earlier of:
5.1 Snowball Effect typically charges a dual fee structure for the Services it provides. The dual fee structure consists of a fixed fee to partially recover costs in relation to pre-launch services, and a success fee on any funds successfully raised in the Offer, subject to a minimum fee. The fixed fee, success fee and minimum fee may vary for each Company, and are typically determined by the extent of available information, and the size and make up of a particular Offer.
5.2 Depending on the nature of a Company’s capital raise, other costs such as legal review, AML charges, and bank fees may also apply.
5.2 Snowball Effect's fees to Companies may change, or may be amended in discussions with a Company prior to an Offer being made available. If a Company requests Snowball Effect to provide additional services beyond the basic fund raising services it provides to all companies, for example if Snowball Effect has required an independent report on a Company, Snowball Effect may charge that Company reasonable time based charges for such work, and for the recovery of external costs. The Company will be told the scope of any such charges prior to them being incurred, and shall have the opportunity to withdraw prior to any costs or expenses being charged.
6.1 If and when the relevant Retail Offer reaches its Funding Target, and if the express terms of the Retail Offer provide, some or all of the Subscription Price may be released to the Company during the Offer Period (whether in tranches or in one block).
6.2 At the time a Retail Offer successfully closes, which will occur when Snowball Effect declares the Retail Offer is closed following the earlier of:
1.1 These Wholesale Offer Terms apply to You in respect of any Wholesale Offer.
2.1 If You are a Wholesale Investor (and are investing in that capacity), You may be required to provide wholesale investor certification documentation to Snowball Effect which may also be relied on by each Company You invest in (Wholesale Investor Documentation).
2.2 You must update Us if any material part of that information, or your Wholesale Investor status, changes before any transaction through Snowball Effect.
2.3 You hereby represent and warrant to each of Snowball Effect and any Company making a Wholesale Offer that all information You supply in respect of your Wholesale Investor status (including your Wholesale Investor Documentation) is true, accurate and complete in all respects as at the date of this Agreement and at the time of each investment in an Offer. This clause 2.3 is also for the benefit of each Company You invest in through Us, and may be enforced by each of them, under section 4 of the Contracts (Privity) Act 1982.
2.4 Each investor who purports to be a Wholesale Investor, but who is not or who ceases to qualify as a Wholesale Investor, will be liable to the Company making the Wholesale Offer and Snowball Effect and any of its directors or officers or advisers, and hereby indemnifies them, against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that they incur as a result of that investor's non-compliance with this clause 2. This clause 2.4 is also for the benefit of each third party described herein, and may be enforced by each of them, under section 4 of the Contracts (Privity) Act 1982.
2.5 In addition to the clause 17.4 of the General Terms (confirming that We can also disclose to the FMA this Agreement and any information You give Us, or which We hold about You), We can provide your personal details and your Wholesale Investor Documentation to a Company making a Wholesale Offer and in respect of a sale of financial products, also to the underlying entity that those financial products are issued by (where the Offer is in respect of the sale rather than the issue of financial products). This will ordinarily only be upon the FMA's request.
3.1 We do not undertake any background checks for the benefit of Wholesale Investors in respect of any Wholesale Offer, and neither Snowball Effect nor its directors or officers or advisers makes any recommendation to any person on the suitability of such an investment.
3.2 Snowball Effect does not verify the content of the Wholesale Offer materials for the benefit of Wholesale Investors, and makes no representation in relation to the completeness or accuracy of any information contained in the Offer materials relating to Wholesale Offers.
4.1 Any communication to You in respect of a Wholesale Offer is being made by the Company making the Wholesale Offer, regardless of whether the communication is sent to You through a Snowball Effect communication channel or Snowball Effect personnel.
4.2 Snowball Effect does not verify the content of any such communication.
1.1 These Referrer Offer Terms apply to You in respect of any Referrer Offer You invest in.
2.1 We do not undertake any background checks for the benefit of investors in respect of Referrer Offers. Neither Snowball Effect nor its directors or officers or advisers makes any recommendation to any person on the suitability of any Referrer Offer.
2.2 Snowball Effect does not verify the content of the Referrer Offer materials, and makes no representation in relation to the completeness or accuracy of any information contained in the Offer materials relating to Referrer Offers.
3.1 A Referrer Offer may be made to Wholesale Investors (whereby the Wholesale Offer Terms will also apply), or exclusively or in parallel to other persons who are eligible to invest in the Referrer Offer under any provision in the FMCA such as (by way of example only):
3.2 You acknowledge that the Company making a Referrer Offer may require You to provide additional confirmation of your eligibility to invest in that Referrer Offer.
3.3 Snowball Effect does not provide any advice to You on whether or not You are legally eligible to invest in a Referrer Offer. You confirm to Snowball Effect that if You are not sure whether You are eligible to invest, You have taken legal advice as to your eligibility. You will be liable to Snowball Effect and any of its directors or officers or advisers, and You hereby indemnify them, against any loss whatsoever (including out of pocket expenses and any legal or other cost incurred in defending any claim or allegation) that they incur as a result of Your non-eligibility. This clause 3.3 is also for the benefit of each third party described herein, and may be enforced by each of them, under section 4 of the Contracts (Privity) Act 1982.
4.1 Any communication to You in respect of a Referrer Offer is being made by the Company making the Referrer Offer, regardless of whether the communication is sent to You through a Snowball Effect communication channel or Snowball Effect personnel.
4.2 Snowball Effect does not verify the content of any such communication.
5.1 You agree that a person who is a seller of financial products (as opposed to a Company that is issuing financial products) may disclose details about You to the underlying entity that such financial products are issued by.
THE SNOWBALL EFFECT LIMITED
YOU as the INVESTOR by typing your initials in the box on the registration form