80 The Terrace

"By clicking 'I Agree to the Legal Notice' and logging in below you hereby acknowledge that you will be bound by the terms and conditions stipiulated in the 'Confidentiality Agreement' and 'Legal Terms' as provided below.

 

Confidentiality Agreement

1 USE OF CONFIDENTIAL MATERIAL
1.1 The Recipient must always keep the Confidential Material confidential and unless the Recipient receives Discloser’s prior written consent, the Recipient must not:
a) use the Confidential Material for any reason other than for the Purpose; or
b) copy or reproduce any of the Confidential Material in anyway other than for use in connection with the Purpose.

1.2 On Discloser’s request, the Recipient will promptly return all Confidential Material (including any copies of it) in its possession or control, or destroy all such Confidential Material and provide Discloser with a certificate of destruction signed by an authorised person.

2 DISCLOSURE TO STAFF
2. The Recipient may only disclose Confidential Material to its staff and permitted contractors who need it to enable the Recipient to carry out the Purpose, but the Recipient must first inform its staff and permitted contractors of the confidential nature of the Confidential Material and get them to agree in writing to be bound by the terms of this agreement.

2.2 The Recipient is responsible for any breach by its staff or contractors of this agreement and the Recipient will:
a) give Discloser all necessary assistance to enforce this agreement; and
b) indemnify Discloser for any loss or damage Discloser suffers as a result of that breach.

3 DISCLOSURE WHERE LEGALLY REQUIRED
3.1 The Recipient may, so long as it complies with clause 3.2, disclose Confidential Material and the existence and status of any negotiations or discussions between or involving the parties in respect of the Purpose if, and to the extent that, it is required to do so by law.

3.2 Before making a disclosure pursuant to clause 3.1 the Recipient shall:
a) give to Discloser the maximum notice reasonably practicable in the circumstances, specifying the requirement under which the Recipient is required to make a disclosure pursuant to clause 3.1, and the precise disclosure which the Recipient is required to make; and
b) comply with all reasonable directions by Discloser to contest or resist the requirement to make a disclosure.

4 EXTENT OF CONFIDENTIALITY
4.1 This agreement will continue until all Confidential Material is in the public domain (but not because the Recipient or anyone the Recipient is responsible for has disclosed it or allowed it to be disclosed).

5 INTELLECTUAL PROPERTY
5.1 The Recipient acknowledges that it does not own or acquire any intellectual property rights in the Confidential Material.

6 NO WARRANTY
6.1 The Recipient acknowledges that the Confidential Material will be provided solely in connection with the Purpose and the Recipient agrees that:
a) it is responsible for its own assessment of the Confidential Material;
b) neither this agreement nor the provision of Confidential Material is a warranty or representation as to the accuracy, adequacy, validity, enforceability or completeness of the Confidential Material;
c) nothing in this agreement constitutes or implies a promise or intention of Discloser, or any commitment, to enter a commercial agreement.

7 ONUS OF PROOF
7.1 Where the Recipient claims an exemption from its obligations of confidence in this agreement, the Recipient will bear the onus of showing its entitlement to the claimed exemption beyond a reasonable doubt.

8 RIGHTS AT LAW REMAIN/DAMAGES
8.1 The Recipient acknowledges that its obligations in this agreement are in addition to the duties of confidentiality which the law imposes and that it is holding the Confidential Material on trust for the Discloser.

8.2 The Recipient agrees that Discloser may suffer damage as a result of the unauthorised disclosure of Confidential Material and Discloser may, in addition to any other remedy, seek equitable relief if the Recipient breaches any provision of this agreement.

9 GENERAL
9.1 Each term in this agreement is separately binding. If for any reason either party cannot rely on any term then all the other terms remain binding.

9.2 Any waiver or variation of these terms must be in writing and signed by both parties.

9.3 Failure or omission by a party at any time to enforce or require strict or timely compliance with any provision of this agreement will not affect or impair that provision in any way or the rights of that party to avail itself of the remedies it may have in respect of any breach of that provision or any other provision.

9.4 This agreement will be governed by and construed in accordance with the laws of New Zealand and will be subject to the jurisdiction of the High Court of New Zealand.

9.5 Notices under this agreement must be in writing and may be delivered by hand, by mail or by facsimile to the contact details specified at the beginning of this agreement or as otherwise notified by the relevant party.

9.6 Any notice will be deemed to be duly given or made:
a) if delivered by hand, when delivered;
b) if sent by facsimile, on receipt of transmission if received on a business day or otherwise at the beginning of the first business day following transmission; or
c) if sent by post, on the 3rd business day following posting.

9.7 In this agreement:
a) words beginning with capital letters are to be interpreted with reference to the use of those words that are defined elsewhere in the agreement;
b) agreement means this agreement and includes all amendments to this agreement from time to time;
c) the singular includes the plural and vice versa;
d) references to “including” and other similar words are not to be treated as words of limitation;
e) “business day” means any day other than a Saturday, Sunday or statutory holiday.

10 DEFINED TERMS
10.1 “Confidential Material” means all information and other material, in any form, relating to the tenants, leases, business, employees and customers of the disclosing party (or any subsidiary, holding company or subsidiary of any holding company of the disclosing party), which the disclosing party makes available to the Recipient and includes anything which the Recipient derives or produces from this information and material but excludes everything which:
a) is generally available to the public (but not because the Recipient or anyone the Recipient is responsible for has disclosed it or allowed it to be disclosed); or
b) the Recipient or a third party has independently developed or acquired, except where this was derived from information sourced from the disclosing party which otherwise comes within this definition of “Confidential Material”.
 

Legal Terms:

1. Preliminary

1.1 In offering this specific Investment's Due Diligence Website (the "Website"), CBRE (Agency) Limited ("CBRE") is making available to you a facility which allows you to access via the Internet information (the "Information") contained on the Website from time to time relating to the Investment.

1.2 Users must agree to these terms and conditions before using the Website (the "Website Rules") and accessing the Information.

1.3 Website Rules apply to each and every occasion that the Website is accessed by a person authorised by CBRE to do so (the "User").

2. Website Content and Updates

2.1 The Information is subject to updating at any time. Further Information may be added to the Website and existing Information that has been scanned onto the Website may be updated.

2.2 Any contracts relating to the Transaction and constituting part of the Information are drafts and are subject to final agreement.  Without prejudice to the foregoing, no document constituting part of the Information shall be taken to address issues or events that arise subsequent to the date of its addition to the Website.  Neither CBRE, nor their affiliate undertakings or associates (together being referred to as the "Group"), nor any of their respective directors, officers, members, employees, advisers or agents gives any undertakings or warranties as to the accuracy, completeness or current nature of the Information and none of the preceding persons are liable to a User or any entity or group of entities a User works for or to anyone to whom the Information is disclosed in respect of the use of, or for any reliance on such Information.

3. No offer or investment advice

The provision of the Information on the Website does not constitute:

3.1 an offer of an investment of any kind, nor forms the basis of any contract; or

4.2 the giving of investment advice by CBRE, any Group company or their respective officers, members, employees, advisers or agents. Potential buyers must make an independent assessment of the Information after making such investigation and taking such advice as they decide necessary.

4. Copyright

4.1 CBRE owns all the intellectual property rights in the  Website, the materials on the Website (such as texts, images, trademarks, service marks, trade names, logos, domain names, etc) and the Information (the "Intellectual Property Elements") or has a valid right from a third party to use the Intellectual Property Elements.

4.2 The User may view, download and print the Intellectual Property Elements solely for the purpose of the Transaction and for the duration of the negotiations. At the end of the negotiations, the User shall destroy any copy of the Intellectual Property Elements in its possession and upon CBRE’ request, certify it in writing to CBRE. Consequently and pursuant to the provisions of any applicable national legislations and international conventions or treaties, any reproduction, display or other use of the Intellectual Property Elements by the User for any other purpose than that expressly permitted under this Section and/or after the end of the negotiations constitutes an infringement of CBRE intellectual property rights.

4.3 The User shall not obliterate or remove any copyright notice appearing on the Intellectual Property Elements.

5. Accessing the Website

5.1 Usernames and passwords will be provided to the User by CBRE in a letter or email. These will be a combination of a username specific to the bidder and a random alphanumeric password. In order to safeguard passwords Users should:

a) memorise their User name and password and destroy any record containing this information;
b) not tell anyone else the password for any reason whatsoever;
c) keep the password secret and exercise all possible care to prevent the password from being disclosed to, seen or overheard by anyone else;
d) tell CBRE immediately if they think someone else knows or may know their password. In such a case, CBRE will provide the User with new username and/or password and ensure that the previous login/password combination no longer functions.

5.2 CBRE reserves the right to suspend and/or terminate the User’s access to the Website at any time by sending a prior notice explaining the reason of such decision.

6. Using the Website

6.1 To gain access to the Website:

a) ensure your Internet Explorer is Version 5.5 or above;
b) go to the world wide web using your Internet browser;
c) type the sites address in the browser's location window.

6.2 You will now be presented with a login screen:

a) click on the login button
b) enter your User name and password in the fields provided
c) then click the "Login" button with your mouse – please note that both fields are case sensitive
d) you must confirm your acceptance of these terms and conditions each time you return to the Website.

You must ensure that each time you are finished viewing the Website you close your internet browser completely. Should you leave the Website unattended for 20 minutes or more you will be asked to reconfirm your acceptance of these terms of access.

6.3 If you would like access to be granted to any other persons, please contact a CBRE office.

6.4 You undertake to take all necessary steps to ensure that none of the information, including the Information, your Username and/or password is visible to, or capable of being overlooked by, other persons when you are using the Website.

6.5 You undertake to not leave your computer or other communications device which you can access the Website unattended while you are using the Website.

6.6 You undertake to log-out of the Website promptly when you have finished using it.

7. Viewing documents
To view a document, click on the document title.  The document will appear in a separate window on your PC or you will be prompted to save the file to a location on your computer.  Depending on which Internet browser you are using and the settings configured for that browser, you may or may not get a warning message about downloading of documents.  If you do, simply click on "OK" or "Cancel" to cancel the warning and the document will appear in the separate window.

8. Obtaining Adobe Acrobat
Documents on the Website are in Adobe Acrobat Format. Viewing these documents requires the latest version of Adobe Acrobat Reader to be installed on your computer.  If you do not have it installed you can download it free through the link on the Website.  You will only need to install the Acrobat Reader once.  Please speak to your in-house Information Technology specialists if in any doubt.

Important Information
This website shall not be deemed to be an offer to sell or lease, nor is it intended to employ any outside broker without such broker entering into a written brokerage commission agreement acceptable to the owner or lessor and its counsel. All information furnished regarding the asset for sale has been provided by the vendor; such information has not been verified or audited by CBRE and no express representation is made nor is any to be implied as to the accuracy thereof and it is submitted subject to errors, omissions, change of price, rental or other conditions, prior sale, lease or financing or withdrawal without notice.