Terms & Conditions

General Terms & Conditions of Use for the Valuecruncher website and services

Welcome to Valuecruncher, a service which allows you to explore, create and share public company valuations. These terms and conditions of use are intended to explain our obligations as a service provider and your obligations as a user of the service. Please read them carefully. It is likely the terms of use will change over time. It is your obligation to ensure that you have read, understood and agree to the most recent terms available on the website. These terms and conditions of use were last updated on 26th February 2009

1. Introduction

These terms and conditions of use apply to all users of the Valuecruncher website (the “website”) and all users of services provided by Valuecruncher Limited (“we”, “us” or “our”). By viewing and using this website you will be deemed to agree to these terms and conditions of use and the privacy statement without qualification. If you do not agree to be bound by these terms and conditions then you must stop accessing and using the website.

2. Liability

To the fullest extent permitted by law, we and our employees, exclude all responsibility and liability in relation to the website and we will not be responsible for errors or misstatements or be liable, whether in contract, tort (including negligence) or otherwise, for any loss or damage however caused (including direct, indirect, consequential, special or loss of profits). You will take all necessary action to defend and indemnify us, our officers and employees against all costs, expenses and damages incurred in connection with any claim brought by a third party against us arising from a breach by you of any of these terms and conditions or the privacy statement.

3. Information and Material

The website makes certain information and material available to you as a service, either through us, our suppliers or otherwise. It is a general information service only. The sole purpose of the reports produced on the website is to provide a broad guide to company value based on the assumptions set out in the report. The information displayed is merely indicative, and must not be treated as a formal valuation or as a substitute for professional advice, or opinion or guidance, in relation to the valuation of securities. In particular, the report is not a registered valuers’ report for the purposes of the Trustee Act 1956 (NZ). The information may be based on assumptions or predictions and is subject to change without notice. You acknowledge that we do not offer any opinion with respect to the nature, potential value or suitability of any particular transaction or strategy. You should be aware that the market value of securities may vary greatly over a short period of time and the past performance of any security or market is not necessarily an indicator of future performance. The price of a particular security may vary, up and down, as a result of a number of factors such as market risk, company, sector and country exposure risk, currency exchange risk and economic and political risk impacting on the security and the issuer of the security. Also, different financial instruments and markets bear different levels of risk. The material provided on the website has not been prepared by taking into account the particular objectives, situation or needs of any individual users (except to the extent that such circumstances are included in the input sheet). You should assess whether it is appropriate in light of your own objectives, situation and needs. Use of information contained on the website is at your own risk and we are not responsible for any adverse consequences arising out of such use. For all of the above reasons, we strongly recommend that you verify all claims made on the website and consult your professional advisors before proceeding with any transaction or acting on any of the information or material provided on the website.

4. Disclosure Statements

The information and material available on the website may constitute "investment advice" for the purposes of the Securities Markets Act 1988. We have prepared Disclosure Statements in order to ensure compliance with that Act. A copy of the Disclosure Statements can be viewed here:

• Valuecruncher Disclosure Statement.
• Valuecruncher Disclosure Statement Mark Clare.

5. Paid Services

Valuecruncher offers certain paid services including but not limited to Valuecruncher Premium (the "Paid Services"). The Paid Services are offered via annual or lifetime subscriptions. When subscribing to Paid Services, you will be asked to provide us with certain information including, but not limited to, credit card information and a billing, and where applicable, shipping address. You agree to maintain and update all information as necessary so that it remains accurate and current. If the information you provided is found to be inaccurate or not current, we reserve the right to cancel your subscription to the Paid Services. If you wish to discontinue using the Paid Services you must notify customer service that you wish to cancel your subscription by sending an email to [email protected] Once we receive your cancellation request, your access to the specified Paid Service will be discontinued. You must provide us with notice prior to the subsequent renewal date and you will not be charged for future billing cycles. Refunds, including pro-rated refunds, will not be issued for cancellation of annual subscriptions. All annual subscriptions will automatically renew each year on the same day that you subscribed. On such renewal date, we will bill the applicable annual subscription fee and any applicable taxes to the credit card that you provided to us.

We will refund a portion of your subscription fees if you cancel your Paid Service within thirty days of subscribing. The refund amount will be 75% of the annual subscription fee. Refunds for annual subscriptions will not be issued for Paid Services canceled more than thirty days after subscribing. Annual subscriptions will be automatically renewed each year on the same day that you subscribed. On such renewal date, we will bill the applicable annual subscription fee and any applicable taxes required to the credit card that you provided to us.

From time to time, Valuecruncher may offer free trials Paid Services at no cost on a limited trial basis. Free trials are limited to one per household. Upon registering for such free trial you will be required to provide certain information including, but not limited to, credit card information and billing and shipping addresses. If you do not cancel your subscription within the free trial period, the credit card that you provided to us during registration will be charged an annual fee and you will be automatically signed up for an annual subscription.

In the event that Valuecruncher cancels any of the Paid Services that you are presently subscribed to, you agree that we may transfer your subscription to another Paid Service of equal or greater value. You may cancel your subscription to the new Paid Service at any time and receive a pro-rated refund.

Valuecruncher reserves the right to cancel your subscription for Paid Services at any time for any reason or no reason

6. Representations and Warranties

The availability of information on the website does not constitute an endorsement by us or any other person regarding any particular business entity, goods, services or transaction. We do not give any warranty of accuracy, reliability or fitness for any purpose of the service or any of the of information contained on the website, nor do we endorse the views or opinions given by any third party content provider, to you or any other person. Accordingly all express or implied warranties and representations are excluded to the maximum extent permitted by law. If you enter into any transaction or make any decision subsequent to accessing the website, you do so entirely in reliance on your own judgement and inquiries and not in reliance on any statements, warranties or representations made to you or to any other person by or on behalf of us or our suppliers. You release us from all claims arising from any statement or representation made on the website. Users of the website are personally responsible for their postings. We accept no responsibility for any errors, omissions or misleading information posted by the user on the website and reserve the right to remove such content if we see fit. If we find, or reasonably suspect, that you are making illegal or unauthorised postings, we reserve the right to withdraw your right to make postings on the website.

7. Copyright and Limited Reproduction Notices

The contents of the website are the copyright of us. No part of the website may be distributed or copied for any commercial purpose and you are not permitted to incorporate the material or any part of it in any other work or publication (whether in hard copy, electronic, link or any other form) without the prior written consent of us. No part of the website may be reproduced, transmitted or stored (including in any other website or electronic form) except that you may print, or download to your hard drive, extracts from the website only for your own personal use. Further, you may not remove or alter any trademarks or logos that appear on any material on the website. Notwithstanding the above, where content on the website is identified as being sourced from Reuters Group Plc (“Reuters”), the content is the intellectual property of Reuters or its third party content providers and the following applies. You may print news items and headlines from Reuters content. You may also email copies of headlines and individual news items from Reuters content to others on an ad hoc basis solely for personal, non-commercial use. Such copies must be clearly branded as originating from Reuters. Any other copying, republication or redistribution of Reuters content, including by caching, framing or similar means, is expressly prohibited without the prior written consent of Reuters. Reuters shall not be liable for any errors or delays in content, or for any actions taken in reliance thereon. Reuters and Reuters Sphere Logo are trademarks and registered trademarks of the Reuters Group of companies around the world. For additional information on other Reuters services please visit the Reuters public website – www.reuters.com.

8. Linking

The contents of the website may include links to third party materials (“linked sites”). We will not be responsible for the contents of any linked site or liable for any direct or indirect loss or damage suffered by you from accessing, using, relying on or trading with third parties. These links are provided to you only as a convenience, and the inclusion of any link does not imply our endorsement of the site or any association with their operators. We reserve the right to prohibit links to the website and you agree to remove or cease any link upon our request. Links to securities reports, such as analysts reports, offer documents and investment advice issued by other people are prohibited on this website. You may not frame any part of the website material by including advertising or other revenue generating material.

9. Advertisers

Any dealings with any advertiser appearing on the website are solely between you and the advertiser or other third party. We are not responsible or liable for any part of any such dealings or promotions.

10. Intellectual Property

All title to, and intellectual property rights in, the website, the arithmetic models, the assumptions, and the report (including any software used to produce the report) remains our property (or the property of our licensors) and must not be copied in any way by you.

11. Communication Conditions

If you use any communication tools available through the website (such as any forum, chat room or message centre), you agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the website or our software or services including (but not limited to): offers of goods or services for sale, files that may damage any other person’s computing devices or software, content that may be offensive to any of our other users, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use). When you make any communication on the website, you represent that you own the content of the communication. We are under no obligation to ensure that the communications on the website are legitimate. As with any other web-based forum, you must exercise caution when using the communication tools available on the website. However, we do reserve the right to remove any communication at any time in our sole discretion.

12. Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law each party will preserve the confidentiality of all information exchanged between the parties (other than information that is public other than through an unauthorised disclosure of a party) in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any such confidential information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement. Each party’s obligations under this clause will survive termination of this Agreement.

13. Privacy

We maintain a privacy policy, which you can read by clicking here. You consent to the release of your personal information to us and third parties in connection with the uses contemplated by the privacy policy.

14. Consumer Guarantees Act

If the user is acquiring the service for the purpose of a business, the user agrees that the Consumer Guarantees Act 1993 does not apply to the supply of the service or these terms & conditions.

15. Entire Agreement

These terms & conditions form the entire agreement between the parties relating to the service and use of the website.

16. Governing Law

These terms and conditions of use of the services on the website are governed by and will be construed in accordance with New Zealand law and you agree to submit to the exclusive jurisdiction of the New Zealand courts. The website is operated by us from New Zealand. The information on the website may not be appropriate or available for use in other jurisdictions. If you choose to access the website from a jurisdiction other than New Zealand, you do so on your own initiative and you are responsible for compliance with any applicable laws and regulatory controls of that jurisdiction.

17. Changes to Terms and Conditions

We reserve the right to change these terms and conditions of use and the privacy statement (“Amendments”) at any time by notifying users of the existence of the Amendments through the website. By continuing to access and use the website, you agree to be bound by the Amendments.

18. Waiver

If at any time we do not enforce any of these terms and conditions or grant you time or other indulgence, we will not be construed as having waived that term or our rights to later enforce that or any other term.

19. Severability

If any one or more of these terms & conditions is deemed to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.