Advisor Subscription Agreement

1. About this agreement

1.1 This agreement is between Homefree Group Limited (NZBN 9429053457431), 4B Quail Close, Alexandra, New Zealand (Homefree, we, us) and the advisor who registers for an advisor account (you).

1.2 It sets out the terms on which you may use the Homefree web platform at www.homefree.co.nz and the Homefree mobile app (the Service) as an advisor.

1.3 You accept this agreement when you tick the acceptance box during sign-up, start a free trial, or use the Service, whichever happens first. If you do not agree, do not use the Service.

1.4 You enter this agreement in trade, for the purposes of your financial advice business. If you are registering on behalf of a company or partnership through which you provide services, you confirm you are authorised to bind it, and “you” includes that business.

1.5 Our Privacy Policy forms part of this agreement.

1.6 If you, or a Financial Advice Provider or group you work with, have signed a separate written agreement with us about the Service, that agreement takes precedence over this one to the extent they are inconsistent. This agreement continues to apply to everything else.

2. Definitions

3. The Service, and what Homefree does not do

3.1 The Service is software. It helps you store, organise and share Client Data, run calculations and projections, and work with your Clients and their Households.

3.2 Homefree does not provide Advice. We are not your Client's advisor and we do not give Advice to you or your Clients. Nothing in the Service, including any Output, is a recommendation to take or not take any action.

3.3 Outputs are a tool, not advice. The Service is intended to provide a tool to assist you. Outputs cannot be relied on for decision-making without human review, and cannot be relied on as financial advice or any other form of advice. You acknowledge and understand that you must review any Output before it is further processed, used or shared with a Client. You alone decide what Advice to give your Clients and how to use any Output, applying your own professional judgement.

3.4 No warranty for Outputs. Outputs are calculated from the data entered and the assumptions built into the Service. They are estimates, may not reflect actual lender terms, fees, rounding or future rate changes, and may contain errors. To the maximum extent permitted by law, we do not warrant that Outputs will be complete or accurate, or meet your specific needs. Our liability in connection with Outputs is excluded under section 11.2.

3.5 Client-facing features. Clients can generate projections in the Service. These are presented as calculations only, and direct Clients to talk to their advisor. You must not tell Clients, or let them believe, that Outputs are Advice from Homefree.

4. Your eligibility, account and obligations

4.1 Eligibility. To hold an advisor account you must be at least 18, be registered on the Financial Service Providers Register, and be authorised to give Advice, either under your own licence or as an advisor engaged by a licensed Financial Advice Provider. You must tell us promptly if any of this changes.

4.2 Account security. You must give accurate registration details, keep your login secure, not share your account, and tell us promptly if you suspect unauthorised access. You are responsible for activity under your account.

4.3 Regulatory compliance. You must comply with all laws, codes and licence conditions that apply to you, including the Financial Markets Conduct Act 2013, the Code of Professional Conduct for Financial Advice Services, the Privacy Act 2020, the Credit Contracts and Consumer Finance Act 2003 and the Anti-Money Laundering and Countering Financing of Terrorism Act 2009, and any requirements of your Financial Advice Provider.

4.4 Insurance. While you use the Service, you must hold (directly or through your Financial Advice Provider) professional indemnity insurance that is adequate for your advice business. You must give us evidence of that cover within 10 Business Days if we ask.

4.5 Your records. The Service is not a substitute for your own record-keeping obligations. You are responsible for keeping any records you are required to keep, including by exporting them before your account ends.

5. Clients, Households and Advisor Authority

5.1 Authority to act. Before you enter, import or access a Client's information, you must have the Client's authority to do so and must have given any notices the Privacy Act 2020 requires, including under Information Privacy Principle 3A where you collect information from someone other than the Client.

5.2 Inviting Clients. When you invite a Client, you must explain what the Service is, that Homefree does not give Advice, and that they can control who acts as their advisor.

5.3 Clients control their advisor. Clients can withdraw Advisor Authority, nominate a different advisor, or move their account to a new advisor or to an unassigned account at any time.

5.4 Access after a Client moves. After a Client moves, you keep access to information you held about them, so you can meet your own record-keeping and compliance obligations. You must use that information only for those purposes and in line with your own privacy policy and the law.

5.5 Carrying over a Client's current position. When a Client moves to a new advisor, they can ask us to carry over their basic current statement of position to their new account. This is limited to their personal details, existing properties and current loans. It does not include calculations, proposals, loan history or the audit trail of work done with their previous advisor.

5.6 Clients assigned to you. If a Client who joins without an invitation is assigned to you, you must promptly contact them or decline the assignment through the Service.

5.7 Accuracy. You are responsible for the accuracy of information you enter or import, and for correcting errors you become aware of.

6. Data, privacy and Trail CRM

6.1 Roles. For Client Data you enter or import, we hold and process it on your behalf to provide the Service, as described in section 3.1 of our Privacy Policy. You remain responsible for your collection and use of Client Data.

6.2 Our obligations. We will handle Client Data in line with our Privacy Policy and the Privacy Act 2020, use it only to provide, support, secure and improve the Service and to meet legal obligations, and keep reasonable security safeguards in place.

6.3 Privacy breaches. If we become aware of a privacy breach affecting your Clients' information, we will tell you without undue delay and work with you on any notification to affected Clients and the Privacy Commissioner. Giving notice of a breach is not an admission of fault or liability. You must tell us promptly about any breach involving your account.

6.4 Exports. Once you take Client Data or Outputs out of the Service, your use of them is your responsibility and governed by your own privacy policy.

6.5 Trail CRM. If you connect your Trail account, you authorise us to import the Client information you select. You confirm you have authority to transfer that information to Homefree. Trail is a Third-Party Service; we are not responsible for its availability, accuracy or handling of information.

6.6 Aggregated data. We may use de-identified, aggregated data that does not identify you or any Client to operate, analyse and improve the Service.

7. Fees, free trial, cancellation and refunds

7.1 Free trial. New advisor accounts get a one-month free trial. We will remind you by email at least 3 days before the trial ends. Unless you cancel before the trial ends, your paid subscription starts automatically and we will charge the first Fees.

7.2 Fees and billing. Fees are charged monthly in advance by card or another method we accept, through our payment processor, Stripe. Fees are in New Zealand dollars and exclude GST.

7.3 Fee changes. We may change Fees by giving you at least 30 days' notice. The change applies from your next billing period after the notice ends. If you do not agree, you can cancel before then.

7.4 Cancellation. You can cancel at any time in your account settings. Cancellation takes effect at the end of your current billing period, and you keep access until then.

7.5 Refunds. Fees are not refundable for part periods or unused time, except that we will refund:

• any amount charged in error or charged twice;
• any Fees charged after you cancelled; and
• a pro-rata share of prepaid Fees for the unused part of a period if we end this agreement under section 13.3, or stop providing the Service, other than because you breached this agreement.

7.6 Late payment. If a payment fails, we will tell you and try again. If Fees remain unpaid for 14 days after that notice, we may suspend your account until they are paid.

8. Acceptable use

8.1 You must not, and must not let anyone else:

• use the Service for any unlawful purpose, or in breach of any law, code or licence condition that applies to you;
• enter information about a person without authority to do so;
• access, or try to access, data or accounts you are not authorised to see;
• interfere with, overload or test the security of the Service without our written permission;
• copy, reverse engineer, scrape or resell the Service, or use it to build a competing product;
• upload malicious code, or content that is misleading, defamatory or infringes anyone's rights;
• present Outputs or the Service as Advice from Homefree;
• remove, alter or obscure any disclaimer, notice or attribution included in an Output or report generated by the Service;
• connect to or extract data from the Service by automated means (including bots, scrapers or unofficial integrations) without our written agreement; or
• use the Service to benchmark or monitor it for competitive purposes.

8.2 If we reasonably believe you have breached this section, we may take the steps in section 13.

9. Intellectual property and confidentiality

9.1 Ours. We (and our licensors) own the Service, including its software, design, calculations and content. We give you a non-exclusive, non-transferable right to use the Service for your advice business while this agreement is in force.

9.2 Yours. You keep any rights you have in the information and materials you upload, such as your business name and logo. You give us a licence to use them to provide the Service, including showing your business details to your Clients.

9.3 Outputs. You may use Outputs in your advice business, including sharing them with your Clients.

9.4 Feedback. If you give us suggestions or feedback, we may use them without any obligation to you.

9.5 Confidentiality. You must keep confidential any non-public information about Homefree you receive through the Service or from us, including pricing offered to you, unreleased features, and how our calculations and Service work. You may use it only for using the Service and must not disclose it unless required by law.

10. Availability, support and changes to the Service

10.1 Availability. We aim to keep the Service available and working well, but we do not promise it will be uninterrupted, error-free or available at any particular time. We may need to carry out maintenance, and will try to give notice of planned downtime.

10.2 Support. We provide support by email at support@homefree.co.nz. We will respond within a reasonable time but do not commit to specific response times.

10.3 Changes. We may change, add or remove features of the Service. If a change materially reduces the core functionality you pay for, we will give you at least 30 days' notice where practicable, and you may cancel and receive a pro-rata refund of any prepaid Fees for the unused period.

10.4 Third-Party Services. The Service relies on Third-Party Services such as hosting, mapping and Trail CRM. We are not responsible for their availability or for changes they make, but will take reasonable steps to manage any effect on the Service.

11. Disclaimers, exclusions and limitation of liability

11.1 Disclaimer. To the extent permitted by law, the Service and Outputs are provided “as is”. We give no warranty or representation that they are accurate, complete, uninterrupted or fit for any particular purpose, except as expressly set out in this agreement.

11.2 Outputs and Advice exclusion. To the maximum extent permitted by law, and subject to section 11.5, we are not liable, whether directly or indirectly, to you or anyone else for any damage or loss relating to:

• any Output, including any error in or omission from an Output, or any content extracted from or generated by the Service;
• any Advice you give, or any decision you or your Client makes, whether or not it relies on the Service or an Output;
• the accuracy or completeness of information entered or imported by you, your Clients or a Third-Party Service; or
• your failure to meet any legal, regulatory or professional obligation.

11.3 Indirect loss. To the extent permitted by law, neither party is liable to the other for any loss of profit, revenue, business, goodwill or data, or any indirect or consequential loss, however caused.

11.4 Liability cap. To the extent permitted by law, our total liability to you under or in connection with this agreement, whether in contract, tort (including negligence), under statute or otherwise, is limited to the total Fees you paid us in the 12 months before the event giving rise to the claim.

11.5 Exceptions. Nothing in this agreement limits or excludes liability for fraud or wilful misconduct, or any liability that cannot be limited or excluded by law. Sections 11.3 and 11.4 do not limit your liability under section 12, or for unpaid Fees.

11.6 Contracting out. See section 15.2 for the Consumer Guarantees Act 1993 and Fair Trading Act 1986.

12. Indemnity

12.1 Your indemnity. You indemnify Homefree, and its directors, employees and contractors, against all claims, losses, liabilities, costs (including reasonable legal costs) and penalties that arise from a claim by a third party (including your Client, a Financial Advice Provider or a regulator) to the extent caused by:

• any Advice or other service you provide, including any use you make of the Service or Outputs in providing it;
• information you enter or import into the Service, or your lack of authority to enter, import or use it;
• your breach of this agreement, or of any law, code or licence condition that applies to you; or
• your negligence, fraud or wilful misconduct.

12.2 Our fault excluded. Your indemnity does not apply to the extent a loss is caused by our breach of this agreement, our negligence or our wilful misconduct.

12.3 Conduct of claims. If we want to rely on this indemnity, we will notify you promptly of the claim, give you reasonable information and help (at your cost), and not settle the claim without consulting you. A delay in notifying you reduces your liability only to the extent it causes you prejudice.

12.4 Survival. This section continues to apply after this agreement ends.

13. Suspension and termination

13.1 By you. You can end this agreement at any time by cancelling your subscription under section 7.4.

13.2 Suspension. We may suspend your access, in whole or in part, if we reasonably believe it is necessary to protect Clients, the Service or other users, to comply with the law, or because you have materially breached this agreement or no longer meet section 4.1. Where practicable, we will tell you beforehand and give you a chance to fix the issue.

13.3 By us, with notice. We may end this agreement for any reason by giving you at least 30 days' notice, with a pro-rata refund under section 7.5.

13.4 By us, for breach. We may end this agreement immediately by notice if you materially breach it and the breach cannot be fixed, or is not fixed within 10 Business Days of our notice, or if you stop being eligible under section 4.1.

13.5 Effect on Clients. When your account ends, your Client accounts continue. We will tell affected Clients that you are no longer linked to them on the Service so they can nominate a new advisor.

13.6 Data after termination. For 30 days after your account ends you may request an export of records you need for your compliance obligations. After that, we will delete or de-identify your account data in line with our Privacy Policy, except Client Data that remains in Client accounts and records we must keep by law.

13.7 Survival. Sections 3, 5.4, 6, 11, 12, 13.6 and 15, and any accrued rights, continue after this agreement ends.

14. Changes to this agreement

14.1 We may update this agreement to reflect changes to the Service, the law or our business. We will give you at least 30 days' notice of material changes by email and in the Service, except where a shorter period is needed to comply with the law.

14.2 If you do not agree to a change, you may cancel before it takes effect, and we will refund any prepaid Fees for the period after that date. If you keep using the Service after the change takes effect, the updated agreement applies.

14.3 We will keep previous versions of this agreement and provide them on request.

15. General

15.1 Governing law. This agreement is governed by New Zealand law, and the New Zealand courts have non-exclusive jurisdiction.

15.2 Business use; contracting out. You confirm you are acquiring the Service for the purposes of a business. To the extent permitted by law, the parties agree that the Consumer Guarantees Act 1993 does not apply, and that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, to the supply of the Service under this agreement. The parties agree this is fair and reasonable.

15.3 Notices. We may give you notices by email to your account address or in the Service. You may give us notices by email to contact@homefree.co.nz.

15.4 Assignment. You may not transfer this agreement without our written consent. We may transfer it to a purchaser of all or part of our business, provided they take on our obligations to you.

15.5 Force majeure. Neither party is liable for failure or delay caused by events beyond its reasonable control, other than a failure to pay.

15.6 Entire agreement. This agreement and our Privacy Policy are the entire agreement between us about the Service, subject to section 1.6. You have not relied on any statement or promise about the Service that is not set out in this agreement. If a provision is unenforceable, the rest of the agreement continues to apply. A failure to enforce a right is not a waiver of it.

15.7 Contact. Questions about this agreement: contact@homefree.co.nz. Support: support@homefree.co.nz.