Green Light Escrow Terms and Conditions

These Terms were last updated on the 7th of May 2023.

1.          Application of terms

1.1.     These Terms apply to your use and access of the Platform and the Services.

1.2.      In these Terms, GLE, we, us or our means Green Light Escrow Limited and any reference to you or your means you, the person or entity who accessed and/or uses the Platform.

1.3.     By accessing the Platform and/or Services and/or creating an Account with us:

  • – you are acknowledging and agreeing that you have read and understood these Terms;
  • – will have the benefit of, and be bound by, the terms contained in the Bare Trust Deed;
  • – where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
  • – If you do not agree to these Terms, you must not create an Account and must cease using the Platform and Services immediately.
  • – If there is any conflict between these Terms and any written or verbal communication between you and us or the Trustee, these Terms will take precedence.

2.          Definitions and interpretation

2.1.      In these Terms:

Account means your account registered with us in order to use the Platform.

Adjudication means adjudication under the Construction Contracts Act.

Adjudicator means an individual who is appointed in accordance with the Construction Contracts Act to determine a Dispute that has been referred to Adjudication.

AML/CFT means requirements under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 and associated regulations.

Business Day means any day other than a Saturday, Sunday or public holiday observed in Auckland, New Zealand.

Confirmation means a confirmation from a Payer and a Payee using the Platform and following the process specified on the Platform for that confirmation, and Confirm and Confirmed have an equivalent meaning.

Construction Contract means a contract for carrying out construction work and includes any variation to the construction contract, but does not include a lease or licence under which a party undertakes to fit out, alter, repair, or reinstate the leased or licensed premises unless the principal purpose of the lease or licence is the carrying out of construction work.

Construction Contracts Act means the Construction Contracts Act 2002.

Construction Work means the work defined in section 6(1) of the Construction Contracts Act and includes prefabricating customised components for any building or structure.

Dispute means a dispute or difference that arises under a Construction Contract or a Non-Construction Contract.

Dispute Resolution Details means the payments which the Payer and the Payee have agreed and Confirmed are to be made by the Trustee after the resolution of a dispute in relation to a Job.

Escrow Amount means an amount of money which a Payer and a Payee have Confirmed will be held as Escrow Funds for a Job.

Escrow Funds means all money received and held by the Trustee for the benefit of a Payee in accordance with these Terms and the Bare Trust Deed.

Fee means the fee set-out in clause 8.1.

Intellectual Property Rights means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including rights in code and software), database rights, rights in confidential information, our brand, goodwill and any other intellectual property rights whatsoever, irrespective of whether such intellectual property rights have been registered or not, which may subsist in any part of the world.

Job means Construction Work or another service that the Payee has agreed to perform, or procure the performance of, for the Payer.

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Milestone Payment means a payment which is payable to the Payee out of Escrow Funds on satisfaction of certain conditions.

Non-Construction Contract means a contract for providing a service that is not Construction Work and includes any variation to the contract.

Payee means the party to the Construction Contract or Non-Construction Contract for a Job who

is entitled to receive a payment from the Payer under that Construction Contract or Non-Construction Contract.

Payee’s Bank Account means the bank account for receipt of payments from the Platform which the Payee has designated in accordance with the requirements of the Platform.

Payer means the party to the Construction Contract or Non-Construction Contract for a Job who is liable to make a payment to the Payee under that Construction Contract or Non-Construction Contract.

Payer’s Bank Account means the bank account for making payments to, and receiving payments from, the Platform, which the Payer has designated in accordance with the requirements of the Platform.

Payment Conditions means the conditions which must be met for a Milestone Payment or a final payment to be paid to a Payee out of Escrow Funds.

Personal Information means information about an identifiable, living person.

Platform means the website https://www.greenlightescrow.co.nz/, the Green Light Escrow mobile application, and any other website operated and maintained by us for the Services and includes any software or web application we make available to you to enable you to access the Services using mobile devices.

Privacy Policy means the policy designated as such by GLE from time to time and available on the Platform.

Return Request means a request submitted by a Payer for the Escrow Amount, or any part of an Escrow Amount, to be returned to the Payer’s Bank Account.

Services means the performance by us and the Trustee of activities in relation to the Platform and any other activities for which we or the Trustee may need to interact with you.

Terms means these terms and conditions titled Green Light Escrow Terms and Conditions.

Trustee means initially Green Light Escrow Trustee Limited and includes any other person appointed by us to act as a trustee of Escrow Funds from time to time.

Underlying System means any network, system, software, data or material that underlies or is connected to the Platform.

User includes you and any other person who has an Account and accesses the Platform and Services.

2.2.      Unless the context requires otherwise, in these Terms:

  • – capitalised terms have the meaning given to them in clause 2.1;
  • – you or your means the person(s) (and any persons who may act on their behalf) who accesses the Platform and to whom we provide the Services as notified to us when an application is made;
  • – we, us or our means Green Light Escrow Limited (GLE) and includes any of our associated companies who may provide services via the Platform;
  • – the singular includes the plural and vice versa;
  • – including and similar words do not imply any limit;
  • – references to dollar signs ($) or currency are to New Zealand currency;
  • – a reference to a “person” includes:
      • – an individual, body corporate, association of persons (whether corporate or not), trust, state, agency of state and any other entity (in each case, whether or not having separate legal personality); and
      • – that person’s successors, permitted assigns, executors and administrators (as applicable); and
  • – a reference to any legislation or rule includes any statutory regulations, rules, orders, or instruments made or issued pursuant to that legislation or rule and any amendment to, or re-enactment or replacement of, that legislation or rule.

3.          The Platform and the Services

How does the Platform work?

3.1.      The Platform is offered by GLE. The Platform enables individuals and/or entities who sign up to the Platform to access our escrow service.

3.2.      Using the Platform, Payers and Payees can:

  • – Confirm the details for a Job, including the initial Escrow Amount and any additional Escrow Amounts, Milestone Payments (if applicable), and Payment Conditions;
  • – Confirm that Payment Conditions for a Job or Milestone Payment have been met;
  • – submit, and Confirm, Return Requests; and
  • – Confirm Dispute Resolution Details.

3.3.      We will only act on Confirmations received via the Platform, and neither we, nor the Trustee, is required to act on or consider any other form of communication received from or on behalf of any User. We may rely and act on any Confirmations via the Platform that are given or purported to be given by you with your Account and user details without needing to validate the authenticity, completeness, and/or accuracy of such instruction or information. Our records of instructions will be conclusive evidence of those instructions.

Holding the Escrow Amounts

3.4.      After a Job has been Confirmed, the Payer can pay the initial Escrow Amount, and any further Escrow Amounts to the Trustee from the Payer’s Bank Account. When an Escrow Amount and the applicable Fee has been received by the Trustee, we will notify the Payer and the Payee that we have received the Escrow Amount via the Platform. If the Fee is not received, we may instruct the Trustee to return money to the source it came from, subject to normal banking clearance times.

3.5.      The Trustee will hold any Escrow Amount as Escrow Funds on trust for the Payee on the terms of the Bare Trust Deed until the Escrow Funds are paid to the Payee or returned to the Payer in accordance with clauses 3.6 to 3.8. The Trustee will pay the Fee to us. See clauses 3.9 to 3.12 below for more information on how the Escrow Funds are held.

Release of Escrow Funds

3.6.      When we receive a Confirmation that the Payment Conditions for a Job or a Milestone Payment have been met, we will instruct the Trustee to pay the Escrow Amount or Milestone Payment to the Payee and the Trustee will pay the Escrow Amount or Milestone Payment to the Payee’s Bank Account.

3.7.      A Payer may submit a Return Request at any time. If the Payee Confirms the Return Request, we will instruct the Trustee to pay the Escrow Funds, or specified part of the Escrow Funds, in accordance with the Return Request, and the Trustee will make the relevant payment to the Payer’s Bank Account.

3.8.      At any time the Payer or the Payee may initiate the Dispute Resolution Process on the Platform to attempt to resolve a dispute over how the Escrow Funds, or any part of the Escrow Funds, should be dealt with. If the Payer and the Payee Confirm the Dispute Resolution Details, we will instruct the Trustee to make payments of the Escrow Funds, or the specified part of the Escrow Funds, to the Payers Bank Account and/or the Payee’s Bank Account (as the case may be), in accordance with the Dispute Resolution Details and the Trustee will make the relevant payments to the Payer’s Bank Account and/or the Payee’s Bank Account (as the case may be). See clause 14 (Disputes) for further information about how we deal with Escrow Funds where there is a dispute in relation to a Job.

Holding your money

3.9.      The Trustee holds the Escrow Funds on bare trust for the Payee in accordance with the Bare Trust Deed and these Terms.

3.10.    You acknowledge Escrow Funds may be held in ‘pooled accounts’, which means money may be held in account(s) in the name of the Trustee along with the money of other people using the Service. However, the Trustee will, at all times, keep detailed records of Escrow Funds, so that the beneficial entitlement of each Payee to the money is separately identifiable.

3.11.    You agree that we may terminate the appointment of the Trustee, and appoint a replacement Trustee, provided we give notice to you of the change.

3.12.    You instruct and authorise the Trustee to act in accordance with instructions we give to it in relation to Escrow Funds including to:

  • – release any Escrow Funds in accordance with clauses 3.6 to 3.8;
  • – deduct any fees or other charges or amounts owing to us to us, and to pay those amounts to us;
  • – retain for its own benefit any interest which accrues on the Escrow Funds and / or pay any such interest to us; and
  • – otherwise deal with and manage the Escrow Funds.

4.          Establishing an Account

4.1.      To be eligible to use our Platform and Services you must first create an Account with us in accordance with the requirements of the Platform and these Terms.

4.2.     Establishment of an Account is at our discretion, but to be eligible you must:

(a)       be resident in New Zealand or present in New Zealand at the time you access the Platform or apply to open an Account on the Platform;

  • – be at least 18 years old;
  • – have and continue to have a bank account with a New Zealand registered bank;
  • – have and continue to have a valid email address and password;
  • – provide accurate, complete and truthful information as required by us for any reasonable purpose, including Account opening and AML/CFT requirements; and
  • – consent to us contacting you about your Account (including to verify the Personal Information that you have provided to us in your Account) or the Services.
      • – You acknowledge that your Account on the Platform may not be immediately activated on submitting your application.
      • – Once your Account has been activated, you may use the Services.
      • – Your Account will be updated on the Platform.

Personal Information

  • – You authorise us or third parties we may use, to take necessary steps to validate and authenticate your Account opening information, and any other information you provide to us, including for the purposes of complying with AML/CFT requirements.
  • – If we are not satisfied with the outcome of such enquiries, we may terminate your Account immediately, refuse to let you create such an Account or take any other action necessary to comply with any applicable legislation, regulation or if required by one of our regulatory bodies.
  • – If your information changes at any time, you must notify us immediately.
  • – For more information on our collection, use and storage of Personal Information, please see our Privacy Policy.

5.          Payments

5.1.      All payments to the Platform by Payers must be made in New Zealand Dollars using the banking details we provide to you.

5.2.       We accept payments by bank transfer. We may impose a minimum payment from time to time.

5.3.      We do not accept responsibility for any default or delay in the distribution of money as a result of a failure on the part of a bank or other service provider.

5.4.      We are not liable to you for any direct credit payment made to the incorrect bank account where you have requested payment be made to a designated bank account and the Trustee has deposited the payment in accordance with your instruction.

5.5.      If we are unable to identify which Payee or Job money should be credited to, we may instruct the Trustee to return money to the source it came from, subject to normal banking clearance times.

5.6.      GLE does not charge you any fees for payments from Escrow Funds, but we cannot guarantee that banks or other service providers involved in processing payment requests will not.

5.7.      We expect payments will be processed within 48 hours of a Confirmation being received via the Platform, but we are not responsible for any delays by banks or other service providers in relation to payments of Escrow Funds to the Payer’s Bank Account or Payee’s Bank Account.

5.8.      We are not responsible for any delays by banks or other service providers in relation to the transfer of money from your Account to your designated bank account.

6.          Your Obligations

6.1.     You represent and warrant to us and the Trustee (on a continuing basis) that:

  • – you will provide true, current and complete information (including your contact details) in all of your dealings with us or the Trustee; and
  • – you are the beneficial owner of the Account, and no one else has rights of any kind over the amounts (including security interests) in the Account; and
  • – you will not be in breach of or infringe any provisions of any existing arrangements to which you are a party to by agreeing to these Terms.

6.2.     You must:

  • – comply with and use the Platform and our Services in accordance with these Terms;
  • – comply with all applicable laws, including cooperating, assisting and providing information to us in relation to such compliance when we request;
  • – pay any fees owing to use (in accordance with clause 8);
  • – keep your Account username and password secure, confidential, and protected from misuse;
  • – immediately notify us if you become aware of any disclosure or unauthorised use of your user details, using the applicable process on the Platform;
  • – immediately notify us if you become aware of any error in relation to payments or the release of Escrow Funds, using the applicable process on the Platform;
  • – report any problems or vulnerabilities with our Platform and/or Services of which you become aware; and
  • – access the Platform via the mobile application and standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.

6.3.     You must not:

  • – act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the Platform or any Underlying System, or otherwise attempt to damage or interfere with the Platform or any Underlying System;
  • – use the Platform and/or the Services to engage in any restricted, unethical, or illegal activities (whether illegal in New Zealand or where you are located),
  • – access or use the Platform and/or Services from any jurisdiction other than New Zealand where it may be illegal or require action or compliance by us;
  • – do anything else that may interfere with or negatively affect the operation of our Platform, the Services or other users’ use and enjoyment of the Services and/or the Platform; and
  • – permit any other person to use your user details, including not disclosing or providing it to any other person.

6.4.      You are responsible for your own tax obligations in relation to the transactions made through Platform.

7.          Intellectual Property

7.1.      We (and/or our suppliers and licensors to the extent relevant) own all proprietary and Intellectual Property Rights in the Platform and the Underlying Systems used in providing our Services. Nothing in these Terms transfers any of our rights or interests in or to such Intellectual Property Rights to the you or any third party.

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

7.3.      You must not use, reproduce, store, publish, adapt, communicate to the public, distribute to third parties, amend, create derivative works from any part of the Platform or the Services without our prior written consent or otherwise do anything that would infringe our Intellectual Property Rights in the Platform or Platform Material.

7.4.      References on the Platform to any companies, products, services, branding, offers or other information, by trade name, trademark or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us or the respective trademark owner.

7.5.      You acknowledge and confirm that any improvement, modification or development of our Intellectual Property Rights arrived at through access to your information or feedback (New IP) will be owned exclusively by us, and nothing in these Terms grants you any rights to our technology or other Intellectual Property Rights.

7.6.      If, despite clause 7.1, you own any Intellectual Property Rights in New IP, you grant us a non-exclusive, royalty free, perpetual, irrevocable, worldwide, transferrable and sublicensable right to use such Intellectual Property Rights without restriction.

7.7.      We reserve all right, title and interest not expressly granted under this licence to the fullest extent possible under applicable laws and you agree to do anything necessary, including executing any documents, to give full effect to this clause 7.

8.          Fees

8.1.      We charge Fees as set out on the Platform.

8.2.      You are responsible for any third-party fees, costs or expenses you incur in relation to receipt of our Services.

8.3.      When you use the Platform, you agree to pay us the fees referenced above or otherwise advised to you when you use the Service. We may change our fees from time to time by giving you notice including by publishing details on our Platform.

8.4.      If amounts are outstanding by you, you agree that we can do either one, or a combination of, the following:

  • – set off any money you owe us against money we owe you;
  • – immediately cancel or suspend any of your withdrawal requests without any responsibility to you;
  • – take legal action against you to recover any debt and any costs and expenses we incur in recovering the debt.

9.          Limitation of liability

9.1.      To the maximum extent permitted by law:

  • – you access and use the Platform at your own risk; and
  • – neither GLE nor the Trustee is liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Platform, or your access and use of (or inability to access or use) the Platform, unless this is caused by the gross negligence, wilful default or fraud of GLE or the Trustee (as the case may be).
  • – Neither GLE nor the Trustee is liable for any delay in performing, failing to perform, or breach of these Terms and any Service due to any circumstance or event beyond the reasonable control of GLE or the Trustee (including the availability of the Platform, act of God, pandemic, or change of law, regulations or policy). GLE and the Trustee will aim to use reasonable efforts to perform their obligations as soon as practicable following the cessation of these events.
  • – Where you are a ‘consumer’ for the purposes of the Consumer Guarantees Act 1993, nothing in these Terms limits or excludes your consumer guarantees and remedies pursuant to that legislation. Nothing in these Terms is intended to limit any rights or remedies pursuant to the Fair Trading Act 1986 or the Construction Contracts Act.
  • – To the extent clauses 9.1 – 9.3 of these Terms do not apply, and subject to clause 9.5, if GLE or the Trustee is found to be liable for any Loss under or in connection with these Terms, or in connection with use and access of (or inability to access or use) the Platform, the maximum aggregate liability to you of GLE and/or the Trustee will be limited to the amount of Escrow Funds held for the Jobs in your Account at any time.
  • – Other than in respect of any claims arising under clause 9.3, a claim must be made in writing to GLE or the Trustee (as the case may be) within 12 months of the date on which you became aware of the circumstances which gave rise to the claim. Neither GLE nor the Trustee shall be liable for, and you shall not be entitled to make or pursue, a claim unless you have given written notice of your claim, setting out reasonable particulars of the grounds on which it is based, within that 12-month period.

10.       Indemnity

10.1.    To the maximum extent permitted by law, you indemnify GLE and the Trustee from, and hold each of them harmless against, any and all Loss which may arise out of or relates to:

  • – your use of the Platform and/or the Services;
  • – any breach of these Terms or Privacy Policy by you;
  • – any information that you provide via the Platform; or
  • – any damage that you may cause the Platform.

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

11.       Other disclaimers

11.1.    To the maximum extent permitted by law, GLE, the Trustee, and our suppliers and licensors have no liability or responsibility to you or any other person for any Loss in connection with:

  • – the Platform being unavailable (in whole or in part) or performing slowly;
  • – any error in, or omission from, any information made available through the Platform;
  • – any Loss arising from any other User or third party; and
  • – any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Platform. To avoid doubt, you are responsible for ensuring the process by which you access and use the Platform protects you from this.

It is your responsibility to ensure that use of the Platform (including the specification of Jobs, Escrow Amounts, Milestone Payments, and Payment Conditions) is consistent with the Construction Contract or Non-Construction Contract for the Job and (if it is a Construction Contract) complies with the Construction Contracts Act. To the maximum extent permitted by law, GLE and the Trustee have no liability to you for any Loss you may suffer in connection with a breach of the Construction Contract or Non-Construction Contract or the Construction Contracts Act.

We make no representation or warranty that the:

  • – Platform is appropriate or available for use in all countries or that the content satisfies the laws of all countries, or
  • – Platform and our Services will be uninterrupted, secure, error-free, of any quality, or fit for any particular purpose.

12.       Auditing and Monitoring

12.1.    To manage compliance with these Terms and any law or requirement by any authority, we reserve the right to:

  • – review, audit and monitor (manually or through automated means) your use of the Platform and/or the Services;
  • – take any action we deem appropriate in our sole discretion in accordance with our policies, including suspending or terminating your Account, editing, removing or blocking any content that we deem inappropriate or unacceptable, and in the case of any illegal or suspected illegal activity, reporting any matters to the appropriate authority; and
  • – access, collect, preserve or disclose information about your use of the Services and/or the Platform (including your communications and content you submit) as is necessary to:
      • – comply with any legal process;
      • – enforce these Terms;
      • – respond to any claims or complaints about any content you submit, or act or omissions by you;
      • – respond to your customer service requests; and
      • – protect the rights, property, safety of us, any user or the public.

13.       Privacy

13.1.    Any Personal Information collected, processed, stored and used by us or the Trustee in connection with our Services, the Platform will be handled in accordance with the Privacy Act 2020, these Terms and our Privacy Policy.

13.2.    You also agree to comply with any laws applicable in relation to the collection, processing, and storing of your Personal Information in connection with our Services.

13.3.    We may collect technical information whenever you log on to, or visit the public version of, our Platform, including how you arrive at, browse through and interact with our Platform. We may collect this type of technical information through the use of cookies and other means. If you want to disable cookies, you may do so by changing the settings on your browser. However, if you do so, you may not be able to use all of the functions on the Platform. We use the technical information we collect to, among other reasons noted in our Privacy Policy, have a better understanding of the way people use our Platform, to improve the way it works and to personalise it to be more relevant and useful to your particular needs.

13.4.    We may disclose your Personal Information to third parties to use for any purpose in connection with performing our Services. This may include, among other things, disclosing information:

  • – to service providers and other persons working with us to make the Platform available or improve or develop its functionality (e.g. we may use a third party supplier to host the Platform);
  • – in relation to the proposed purchase or acquisition of our business or assets; or
  • – where required by applicable law or any court, or in response to a legitimate request by a law enforcement agency.
      • – Any Personal Information you provide to us may be stored on the secure servers of our trusted service providers, which may be located outside New Zealand. This may involve the transfer of your Personal Information to countries which have less legal protection for Personal Information than New Zealand.
      • – You have the right to request access to and correction of any of the Personal Information we and the Trustee hold about you. If you would like to exercise these rights, please email us at info@greenlightescrow.co.nz.

14.       Dispute resolution

14.1.    The Dispute Resolution Process on the Platform provides an option for Payers and Payees to attempt to resolve disputes that may arise between them relating to payment or return of the Escrow Funds. Payers and Payees may also have rights to refer any disputes to Adjudication under the Construction Contracts Act, or to submit a dispute to another dispute resolution procedure (for example, to a court or tribunal, or to mediation).

14.2.    We are not required to take any action where a Job is the subject of an adjudication or another dispute resolution procedure, nor are we required to release any Escrow Funds in accordance with any determination, order, judgment or similar instrument that is issued by an adjudicator, mediator, arbitrator, court or tribunal.

14.3.    We are only required to release Escrow Funds where that is required by a Confirmation, and it is the responsibility of Users to ensure that Confirmations are consistent with any dispute resolution procedure in relation to a Job. However, we may (but are not required to) release Escrow Funds if we determine that we are under a legal obligation to do so by virtue of any determination, order, judgment or similar instrument, or under any applicable law.

15.       Other complaints and disputes

15.1.    For any questions or complaints about our Platform or the Services, please contact us at info@greenlightescrow.co.nz.

15.2.    Upon receiving your written complaint, we will acknowledge your complaint by email within 5 Business Days of receiving it.

15.3.    We will aim to undertake our review of your complaint and send any findings to the email address with which you sent the complaint.

15.4.    As registered financial service providers, we and the Trustee are each members of an approved dispute resolution scheme. If we fail to resolve a complaint to your satisfaction or if we fail to do so within 40 Business Days of receiving your complaint, you can also direct your complaint to Financial Services Complaints Limited at FSCL, PO Box 5967, Wellington 6140, or call 0800 347 257 or email complaints@fscl.org.nz.

15.5.    GLE and the Trustee are not licensed by a New Zealand regulator to provide the Platform. The registration of GLE and the Trustee on the New Zealand register of financial service providers or membership of the Financial Services Complaints Limited dispute resolution scheme does not mean that GLE or the Trustee is subject to active regulation or oversight by a New Zealand regulator.

16.       Termination

16.1.    You may terminate your Account with immediate effect, at any time, by giving notice to us via the Platform.

16.2.    If you terminate your Account, while we are still holding Escrow Funds, we will continue to hold those Escrow Funds until they are released in accordance with clauses 3.6 to 3.8.

16.3.    Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or for any other reason we consider appropriate, we may suspend, limit, restrict or terminate your access to the Platform with immediate effect (or any part of it), at any time, by giving written notice to you.

16.4.    We may also terminate these Terms and cease to provide the Services and the Platform if we cease to conduct business or undergo an insolvency event, meaning (for example) that we become unable to pay our debts as they fall due, or a statutory demand is served, a liquidator, receiver or manager (or any similar person) is appointed, or any insolvency procedure under the Companies Act 1993 is instituted or occurs.

16.5.    In the event of a suspension, limitation or restriction, we will use reasonable endeavours to restore your access to the Platform and Services, including your Account, within 14 days of you demonstrating to us, acting reasonably, that the reason for such suspension, limitation, or restriction no longer exists.

16.6.    If we suspend, limit, or restrict your Account:

  • – we will use reasonable endeavours to notify you, and any Payer or Payee for the Jobs in your Account, of the suspension, limitation or restriction;
  • – we are not obligated to, but may at our discretion, complete any pending or processing transactions at the time of suspension, limitation, or restriction;
  • – we will not process any further Confirmations or release any Escrow Funds while the suspension, limitation, or restriction is in effect; and
  • – you must immediately cease using the Platform and must not attempt to gain further access

16.7.    If we terminate your Account:

  • – we will use reasonable endeavours to notify you, and any Payer or Payee for one of the Jobs in your Account, of the suspension, limitation or restriction;
  • – we are not obligated to, but may at our discretion, complete any pending or processing transactions at the time of suspension, limitation, or restriction;
  • – we will not process any further Confirmations in relation to your Account;
  • – we will not refund any part of any fees or charges already incurred (including any applicable fees); and
  • – any Escrow Funds (after deducting any fees or other amounts owing to us) held for the Jobs in your Account will be returned to the Payer.
      • – If the Trustee ends up holding any money that becomes unclaimed money, we may account for that money under the Unclaimed Money Act 1971 or pay the money to the Secretary of the Treasury under the Trusts Act 2019
      • – Neither we nor the Trustee accept any responsibility for any Loss that you may suffer from our decision to suspend, limit, restrict, or terminate to your Account.

17.       Changes to these Terms

17.1.    We may change these Terms, by updating them on the Platform, in whole or in part, at any time, by giving you notice.

17.2.    We do not need to give you notice of changes where there is no materially negative impact on you or where there are incidental changes. Unless stated otherwise, such changes take effect immediately.

17.3.    By continuing to access and use the Platform, you agree to be bound by the changed Terms.

18.       General

18.1.    Notices and Written Communications: You can notify, contact or email us at info@greenlightescrow.co.nz. We may provide you with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication on the Platform or through the Services.

18.2.    Governing law: These Terms, and any dispute relating to these Terms or the are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Platform.

18.3.    Waiver: A failure by us to enforce any provision of these Terms shall not constitute a waiver for such provision. For us to waive a right under these Terms, the waiver must be in writing.

18.4.    Assignment: You must not transfer, novate or assign your rights and obligations under these Terms. without our prior written consent (such consent not to unreasonably withheld or delayed).

We may transfer any of our rights and obligations under these terms in whole or in part to anyone. We can appoint any person to advise on or perform any of our functions or responsibilities under our terms. We will satisfy ourselves that anyone we delegate any of our functions or responsibilities to is competent to carry these out.

18.5.    Severability: If any provision of the Terms is held to be invalid, unenforceable or illegal for any reason, that provision must be read down to the extent necessary to preserve its operation. If it cannot be read down it must be severed, and the remaining parts of the Terms will remain in full force and effect.

18.6.    Entire agreement: These Terms set out everything agreed by the parties relating to your use of the Platform, and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. You acknowledge that you have not relied on any representation, warranty or agreement relating to the Platform and Services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.

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