Legal

Blossum Terms and Conditions of Service

Blossum Terms and Conditions of Service These terms and conditions of service (Terms and Conditions) set out the terms of the peer-to- peer lending services provided by us, and apply to all Blossum Documents relating thereto.

1. Definitions and interpretation

1.1. The following definitions apply in these Terms and Conditions unless inconsistent with the context or otherwise specified:

AML means the Anti-Money Laundering and Countering Financing of Terrorism Act 2009;

Authorised User has the meaning set out in clause 3.1(a);

Blossum, we, us and our means Blossum Investments Limited (NZBN 9429050758104);

Blossum Documents means:

(a) these Terms and Conditions;
(b) our disclosure statement available on the Platform from time to time;
(c) our fair dealing policy available on the Platform from time to time;
(d) our conflict of interest policy on the Platform from time to time;
(e) our privacy policy available on the Platform from time to time;
(f) our website terms of use available on the Platform from time to time; and
(g) any other document we determine is a Blossum Document from time to time, and Blossum Document means any one of them.

Blossum Group means Blossum, Blossum Trustee and any Related Company of Blossum and Blossum Trustee, and their respective employees, directors, officers, agents, and contractors, and Blossum Group Affiliate means any one of them;

Blossum Trustee means the entity which makes and holds Loans as bare trustee for Investors, being Blossum Trustee Limited (NZBN 9429050817801) for the time being;

Borrower means a person or entity described as such in a Loan Agreement;

Business Day means a day on which registered banks are open for general banking business, other than a Saturday, Sunday or statutory holiday, in New Zealand;

Credit Checks means the credit checks carried out by us or a Blossum Group Affiliate on an Obligor (either directly or through a third-party);

FMCA means the Financial Markets Conduct Act 2013;

Guarantee means any guarantee, indemnity, letter of credit, suretyship, bond, third party security or any other obligation (whatever called and of whatever nature): (a) to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other securities, the purchase of assets, rights or services or otherwise) for the payment or performance of; or (b) otherwise to be responsible or assume liability for or in respect of, any indebtedness of the Borrower to Blossum;

Guarantor means a person or entity that enters into a Guarantee and described as such in a Loan Agreement;

Investor means a person or entity who qualifies as a wholesale investor as defined in Schedule 1 of the Financial Markets Conduct Act 2013 and enters into described as such in an Investor Agreement;

Investor Agreement means the agreement between us, an Investor and the Blossum Trustee in relation to the Service being used by that Investor;

Listing Period means the period from the date a Loan Listing is first listed on the Platform to the date such Loan Listing expires or is fully funded by Investors, whichever occurs first. Loan means the loan being advanced to a Borrower by the Blossum Trustee;

Loan Agreement means the agreement provided to the Borrower in respect of a Loan;

Loan Listing means a listing on the Platform in respective of a Loan the Borrower wishes to have funded;

Obligor means a Borrower and a Guarantor;

Platform means the website at www.blossum.nz which we operate to provide the Service, and includes all user interfaces (or otherwise) developed and operated by us, and where any part of the Service is utilised (with the consent of Blossum) not using the website, Platform shall include those other matters; Related Company has the meaning given to that term in section 2(3) of the Companies Act 1993; and Service means the peer-to-peer lending service which we provide, including (but not limited to) through the Platform, collection of payments and enforcement.

1.2. In the construction and interpretation of these Terms and Conditions unless inconsistent with the context or otherwise specified:

(a) references to statutes or statutory provisions include those statutes or statutory provisions as amended, extended, consolidated, re-enacted or replaced from time to time and any orders, regulations, instruments or other subordinated legislation made under them;
(b) words importing the singular number include the plural and vice versa,
(c) references to any gender include every gender
(d) references to persons include corporations and unincorporated bodies of persons, government or semi-government bodies or agencies or political subdivisions of them;
(e) headings are inserted for convenience only and do not affect the interpretation of these Terms and Conditions;
(f) references to any document include all modifications and replacement documents from time to time.
(g) any party to these Terms and Conditions (or any other document) includes its successors and permitted assignees and transferees; and
(h) the word including and other similar words do not imply any limitation.

2. Introduction

2.1. You acknowledge that:

(a) by accessing the Platform; and/or
(b) using the Service, you agree to (i) comply with the Blossum Documents and (ii) be bound to these Terms and Conditions. 2.2. We acknowledge that any Blossum Group Affiliate providing any part of the Service will:
(a) exercise all reasonable care, diligence, and skill required of peer-to-peer lenders as a provider of a regulated service under the FMCA;
(b) be adequately monitored by us so to ensure the Service is being provided in accordance with clause 2.2(a) above;
(c) comply with the terms of the Blossum Documents;
(d) be entitled to the benefits of the Service as a principal.

3. Registration

3.1. In order to:

(a) use the Service, you must complete the registration process on the Platform and be registered as a member of Blossum or otherwise become registered manually in a manner acceptable to Blossum (Authorised User); and
(b) be an Investor, you must be an Authorised User and also complete the Investor application process set out on the Platform.

3.2. We reserve the right to:

(a) refuse any Authorised User requests if:
(i) you have not completed the required registration process to our satisfaction (as determined at our sole discretion);
(ii) you have failed to satisfy our “know your customer” and AML requirements (as determined at our sole discretion). We reserve the right to request information from you at any time so that we can comply with our AML requirements; or
(iii) in the case of individuals, you have not satisfied the following eligibility criteria for being an Authorised User:
(A) holding a current New Zealand residency or a valid New Zealand work permit;
(B) you are at least 18 years of age on the date of registration;
(C) have a New Zealand domiciled bank account; and/or
(D) any other requirements we may have;
(b) upon notice, terminate or suspend you as an Authorised User (at our absolute discretion);
(c) suspend your registration as an Investor immediately upon notice, if:
(i) you have breached the terms of your Investor Agreement or any Blossum Document (as determined at our sole discretion);
(ii) your use of the Service and/or Platform is inconsistent with its intended use (as determined at our sole discretion); or
(iii) you have done any things that we consider to be inappropriate (as determined at our sole discretion); and
(d) contract out the provision of any Service to such persons acceptable to us. 3.3. If you wish to no longer be an Authorised User or be deregistered as an Investor, you may notify us through the Platform or by emailing support@blossum.nz

4. Loan process

4.1. In respect of any Loan application, we shall:

(a) perform Credit Checks; and
(b) consider all other relevant information on each relevant Obligor, and based on such information, decide the interest rate and applicable loan term of the Loan (as determined in our sole discretion).

4.2. Upon presentation of the foregoing to the Borrower, the Borrower shall:

(a) Sign the Letter of Offer detailing the applicable interest rate, collateral in the case of a secured loan, corresponding loan term and Listing Period; and
(b) confirm such selection to us by requesting the Loan to be entered on the Platform as a Loan Listing.

4.3. The Loan Listing will be made available to Investors during the Listing Period or until the Loan is funded in full by Investors. The Borrower may at any time during the Listing Period withdraw the Loan Listing provided that:

(a) a Loan Agreement has not been entered into; and/or
(b) the Loan has not yet been funded in full.

4.4. Once the Loan is funded in full by Investors, we will provide the Borrower with a Loan Agreement setting out the terms of the Loan. Upon receipt of the Loan Agreement from us, the Borrower has up to 5 Business Days to provide us with a duly executed Loan Agreement.

4.5. The Loan shall be advanced to the Borrower by the Blossum Trustee in accordance with the terms of the Loan Agreement.

4.6. If you are a Guarantor to a Loan, the Loan Agreement sets out your liability and obligations under the Guarantee.

5. Warranties and limitation of liability

5.1. You warrant to us that:

(a) all information we have been provided by you is true, accurate, and complete;
(b) you have not omitted to disclose information which may have otherwise impacted our decision to either (where applicable):
(i) accept you as an Authorised User;
(ii) accept your application as an Investor; or
(c) if there are changes to your circumstances, you will notify us immediately of such changes.

5.2. You acknowledge and agree to the fullest extent permitted by law:

(a) that a Blossum Group Affiliate will not be liable in respect of any failure to provide the Service or otherwise comply with the Blossum Documents, Loan Agreement or Investor Agreement, or for any unavailability of the Platform, provided such failure or non-compliance is caused by events beyond the Blossum Group Affiliate’s reasonable control;
(b) the liability of any Blossum Group Affiliate in relation to any Loan will be limited to:
(i) in the case of a Borrower, the establishment fee charged by us; and
(ii) in the case of an Investor, the amount such Investor has contributed;
(c) that you have not relied on our skill or judgment as to the suitability of the Service for your needs;
(d) that no Blossum Group Affiliate will be liable to you for any loss of profit or opportunity arising from any inability to access the Platform and no Blossum Group Affiliate is liable to you (for example, as a guarantor or underwriter) for any payment due and owing by the Borrower and not made by the Borrower to the Blossum Trustee in cleared funds;
(e) this clause 5.2 is for the benefit of, and is enforceable by, each Blossum Group Affiliate, in terms of the Contract and Commercial Law Act 2017; and
(f) if you use the Service in trade, the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A, and 13 of the Fair Trading Act 1986 will not apply.

5.3. Nothing in this clause limits any rights you may have under the Consumer Guarantees Act 1993.

6. Communications and disputes

6.1. You may be provided with communications in relation to the provision of the Service, including notices and disclosures, by mail or in an electronic form, including by email or through the Platform. In both cases the communication will not be made until received by the relevant Blossum Group Affiliate on the relevant Business Day.

6.2. You must provide notices to us by mail (posted to our registered address) or by emailing support@blossum.nz.

6.3. If you have any questions about the Service, the Blossum Documents, the Loan Agreement or Investor Agreement, we can be contacted via the information available on the Platform.

6.4. Blossum Trustee is a participant of the Financial Dispute Resolution Service (FDRS) and you may refer any dispute relating to the provision of the Service to the FDRS via the information available at www.fdrs.org.nz

7. General

7.1. If there is any inconsistency between these Terms and Conditions and the Loan Agreement or the Investor Agreement (whichever applicable), the term and conditions of the Loan Agreement or the Investor Agreement (whichever applicable) shall prevail.

7.2. You may not transfer or assign any of your rights or obligations under an Investor Agreement without our prior written consent.

7.3. These Terms and Conditions are governed by New Zealand law and the parties submit to the exclusive jurisdiction of the New Zealand Courts in respect of all matters arising under or in connection with these Terms and Conditions.

7.4. We reserve the right to modify, from time to time, these Terms and Conditions and the manner in which we provide the Service (including any changes to fees or introduction of new fees, the form of any documents, procedures or policies for the Service) by issuing a notice on the Platform outlining such changes. It is your responsibility to check the Platform for notices. We may amend a Loan Agreement and the operation of the Loan Agreement if required by law (for example, if the Borrower has a legitimate claim for undue hardship or for responsible lending considerations, if applicable).

7.5. We can at our sole discretion replace the Blossum Trustee with another entity (New Trustee) and the New Trustee will have the same rights and obligations under Loan Agreement or Investor Agreement as the Blossum Trustee it replaces, without further action being necessary. For the avoidance of doubt, any such change will not impact a Borrower’s or Investor’s rights and obligations