Auction Participant Terms and Conditions

Dated: 16 February 2021

CONTENTS

PART A: INTRODUCTION

1. NZ ETS Auctions

1.1 Auctions in the New Zealand Emissions Trading Scheme are established under the Act and Auction Regulations. Auctions give Auction Participants the opportunity to purchase New Zealand units from the Crown. In summary:

  1. Auctions are only open to those who successfully apply to be an Auction Participant, however the Crown is not entitled to register as a bidder or submit a bid at any Auction.
  2. To bid in an Auction, Auction Participants must first provide sufficient collateral.
  3. If a bid is successful, the Auction Participant must promptly pay in full.
  4. Following payment, New Zealand units are transferred to the Auction Participant’s name in the Register.

1.2 Auctions are held in the online Auction Platform, that is provided by the Auction Operator. Legal ownership of New Zealand units is recorded in the Register. The Register is separate to the Auction Platform. It is provided by the EPA and the Registrar is responsible for its operation.

1.3 The Auction Operator (NZX) acts as an auction operator under section 6A(b) of the Act. The Auction Operator:

  1. performs all functions of auction operator under the Auction Regulations, except for those reserved to the Ministry as described in clause 1.4 below; and
  2. provides the Auction Platform and managed auction service that enables Auctions, in partnership with EEX.

When acting as auction operator, the Auction Operator is not a party to the sale and purchase of New Zealand units and does not hold settlement proceeds and/or collateral.

1.4 The Ministry also acts as an auction operator under section 6A(b) of the Act. The Ministry:

  1. performs functions of auction operator under the Auction Regulations in relation to the holding and return of collateral and settlement proceeds; and
  2. manages the Crown’s contract with the Auction Operator for the managed auction service.

2. These Terms

2.1 These Auction Participant Terms (Terms) supplement the terms of the Act and the Auction Regulations. To the extent there is any inconsistency between these Terms and the Act or the Auction Regulations, the Act and Auction Regulations (as applicable) will prevail.

2.2 Each Applicant must agree to be bound by these Terms before applying to register as an Auction Participant. If an Applicant and/or Auction Participant does not agree to the Terms, the Applicant or Auction Participant (as applicable) must not access and/or use the non-public (i.e. Auction Participant only) functions and/or information in the Auction Platform.

2.3 It is up to each Applicant and Auction Participant to ensure that each of its Representatives who accesses the Auction Platform:

  1. has received a copy of these Terms; and
  2. is fully aware of the Applicant’s and/or Auction Participant’s obligations under these Terms.

2.4 A separate Privacy Policy governs Personal Information. The Privacy Policy is considered part of these Terms, and is available here.

2.5 The Auction Operator can amend or replace these Terms at any time, by giving Applicants and Auction Participants who are affected by the change 30 days' notice before the change comes into effect. However, the Auction Operator may change or replace these Terms with immediate effect on notice to Applicants and Auction Participants if the Auction Operator believes the amendment or replacement is necessary to ensure compliance with the Act or the Auction Regulations, or to otherwise ensure proper conduct of Auctions or use of the Auction Platform. The Auction Operator does not require the agreement of any party to amend or replace these Terms, other than the Ministry.

3. Enforceability of Terms

3.1 When an Applicant agrees to these Terms it is entering into a binding agreement with the Ministry. These Terms, and that agreement, continue to apply to any Applicant that subsequently becomes an Auction Participant. As such:

  1. These entire Terms (including those parts that refer to the Auction Operator) are enforceable by the Ministry against each Applicant and Auction Participant.
  2. Applicants and Auction Participants must not (and must ensure that their Representatives do not) make a claim against the Auction Operator or its subcontractors (including EEX) under or in relation to these Terms or in relation to any Auction (including pre and post Auction activities) or the Auction Platform, whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise. Instead, each Applicant and Auction Participant may take such claims against the Ministry as if it were the Auction Operator. The provisions of clause 18 (Liability) will apply to all such claims in aggregate with all other claims under that clause.

3.2 The following provisions are for the benefit of, and are directly enforceable by, the Auction Operator against each Applicant and Auction Participant:

  1. clause 3.1, which prohibits claims against the Auction Operator;
  2. clause 8 (Use of Platform);
  3. clause 9 (Platform Security);
  4. clause 15 (Confidential Information); and
  5. clause 17 (Intellectual Property).

PART B: AUCTION PROCESSES

4. Registration

4.1 To apply to become an Auction Participant, an Applicant must comply with the requirements for registration under the Auction Regulations, which include:

  1. notifying the Registrar, in the manner required by the Registrar for this purpose, of the Applicant’s intention to apply; and
  2. completing and submitting to the Auction Operator the approved form of application via the Auction Platform.

4.2 Once the Auction Operator is satisfied that:

  1. an Applicant meets the Registration Requirements; and
  2. all matters required by the Auction Regulations have been received and verified

the Auction Operator will:

  1. notify the Applicant that its registration is successful, at which point the Applicant will be deemed an Auction Participant; and
  2. add the Auction Participant to the Register of Bidders.

4.3 Until an Applicant has become an Auction Participant, the Applicant must not participate or attempt to participate in any Auction.

4.4 Before a Representative of an Auction Participant accesses the Auction Participant’s Auction Platform Account, the Representative must:

  1. have been previously verified by the Registrar; or
  2. complete the identity verification processes on the Auction Platform, to the Auction Operator’s satisfaction.

4.5 Once the Auction Operator has verified the Representative’s identity, the Representative will be deemed to be a User for the purpose of these Terms. The Auction Operator will enable the User to log on to their Auction Participant’s Auction Platform Account using the User’s existing RealMe account.

5. Collateral Submission

5.1 Each Auction Participant must provide collateral as instructed by the Ministry and in accordance with the requirements of the Auction Regulations.

5.2 At least 5 Working Days before an Auction Participant submits a Bid, the Auction Participant must:

  1. ensure its collateral is available for use in accordance with the Auction Regulations; and
  2. advise the Auction Operation how the Auction Participant would like its collateral to be treated, in line with the options available under the Auction Regulations.

5.3 Each Auction Participant must review their Auction Platform Account promptly after submitting collateral to confirm that the collateral has been lodged against its Auction Platform Account. If the Auction Participant considers that any collateral is missing, it must as soon as reasonably practicable notify the Auction Operator of the error.

5.4 The Ministry will return any unused collateral in accordance with the Auction Regulations.

6. Auction

6.1 Each Auction Participant is entitled to place a Bid on an Auction, provided that the Auction Participant:

  1. has complied with the Act, Auction Regulations and these Terms;
  2. has not had its (or all of its Users’) access to or use of the Auction Platform suspended or terminated in accordance with these Terms immediately prior to the start of the Auction’s bidding window; and
  3. places the Bid through one of its Users by using the appropriate screens on the Auction Platform.

6.2 Each Auction Participant must periodically review its Auction Platform Account, particularly in the period leading up to an Auction, to confirm it is entitled to Bid in an upcoming Auction. If the Auction Participant considers it is entitled to Bid in the Auction but the Auction Platform Account does not show that status, the Auction Participant must as soon as reasonably practicable notify the Auction Operator of any error.

7. Settlement Process

7.1 The Crown is the sole authorised seller of New Zealand units on the Auction Platform.

7.2 When an Auction Participant submits a Bid for New Zealand units in accordance with these Terms, their Bid will be deemed an offer capable of acceptance. If the Crown accepts the Bid, that acceptance will create a legally binding contract between the Auction Participant and the Crown for sale and purchase of the allocated New Zealand units. This sale and purchase contract will be subject to and completed in accordance with the Auction Regulations and these Terms.

7.3 Regulations 30 – 33 of the Auction Regulations specify how Auction results are determined. Regulations 34 – 35 specify how those results are settled.

7.4 If an Auction Participant purchases New Zealand units at an Auction, then following completion of the Auction, the Auction Operator will notify the Auction Participant that an invoice is available for viewing via the Auction Participant’s Auction Platform Account. The Auction Participant must settle this invoice in accordance with the Auction Regulations and otherwise in accordance with any instructions on the invoice.

7.5 New Zealand units will be transferred to the Register Holding Accounts of the relevant Auction Participants within a reasonable period of time following an Auction. Auction Participants must review their Register Holding Accounts within 7 Working Days of an Auction in order to confirm that any New Zealand units they purchased have been properly lodged in their Register Holding Account. If an Auction Participant considers that any New Zealand units are missing from its account, it must as soon as reasonably practicable notify the Auction Operator and the Registrar of any error.

PART C: GENERAL PROVISIONS

8. Use of Platform

8.1 Auction Participants may use the Auction Platform for the purpose of participating in Auctions and completing the sale and purchase of New Zealand units in accordance with the Act, the Auction Regulations and these Terms, and for no other purpose. No Auction Participant may make the Auction Platform available to any Third Party by renting, timesharing, or via a subscription or bureau service.

9. Platform Security

9.1 No Applicant or Auction Participant may (and must ensure that their Representatives do not):

  1. use the Auction Platform in any way that violates any applicable laws;
  2. attempt to copy, modify, duplicate, or create derivative works from, all or any part of the Auction Platform;
  3. attempt to frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Auction Platform in any form or media or by any means;
  4. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Auction Platform;
  5. act fraudulently or maliciously, for example, by attempting to bypass any security mechanisms in place on the Auction Platform, or use any of the Auction Operator’s (or any of its Representatives’) systems or services to attempt to bypass any security mechanisms in place on any remote system;
  6. access or attempt to access or use any part of the Auction Operator’s (or any of its Representative’s) systems that the Auction Participant knows or reasonably should know is not authorised to access in the manner or the extent attempted;
  7. do anything that could compromise the security or integrity of the Auction Platform, or the Auction Operator’s or its Representatives’ systems and networks (including introducing any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature); or
  8. engage in a denial of service or distributed denial of service attack in relation to the Auction Platform.

10. Additional Information

10.1 The Auction Operator may require additional declarations, or other evidence from any Applicant, Auction Participant and/or any of their Representatives, throughout the Auction process to ensure compliance with these Terms and probity of all Auction processes to the Auction Operator’s satisfaction.

11. Auction Platform Account

11.1 Each Auction Participant must:

  1. ensure that the information in its Auction Platform Account and Register Holding Account is up-to-date and correct at all times (to the extent such information is within the Auction Participant’s control); and
  2. ensure that all other information provided by it and its Representatives to the Auction Operator in relation to an Auction is up to date and correct at the time the information is provided.

11.2 Unless an Auction Participant notifies the Auction Operator in advance, the Auction Operator is entitled to rely on any request, instruction, information or Bid received from or made through the Auction Participant’s Auction Platform Account if the Auction Participant’s Auction Platform Account has been accessed using the correct username and password.

11.3 Each Auction Participant must maintain, and must ensure that its Representatives maintain, the security of its Auction Platform Account login details and passwords and must prevent disclosure of login details and passwords to any other person. If an Auction Participant knows, suspects or ought reasonably know or suspect that any login details and/or password has been disclosed to any other person, the Auction Participant must immediately notify the Auction Operator by email to the address set out in the “Contact us” section of the Auction Platform.

12. No Collusion

12.1 No Auction Participant may:

  1. attempt to influence or provide any form of personal inducement, reward or benefit to any Representative of the Crown or the Auction Operator in relation to an Auction; or
  2. engage in collusive, deceptive or improper conduct in relation to an Auction, including when preparing and/or submitting a Bid.

12.2 The Auction Operator may monitor Auctions and provide ongoing monitoring of market activity.

12.3 Any suspected fraudulent, collusive, criminal or anticompetitive conduct may be reported by:

  1. the Auction Operator, to the Ministry and/or the appropriate authority; and
  2. the Ministry, to the appropriate authority,

together with all relevant information, including information about each Auction Participant’s Bid and conduct.

13. Suspension

13.1 The Ministry or Auction Operator may suspend (including restrict) any Auction Participant’s (and as a consequence all its Users’) access to or use of its Auction Platform Account and/or the Auction Platform, if the Ministry or Auction Operator considers it reasonable to do so, including where:

  1. there is an emergency;
  2. there is a compromise or threat to the security of the Auction Platform Account or Auction Platform; or
  3. the Auction Participant is in breach of these Terms.

13.2 When taking action under clause 13.1, the Ministry or Auction Operator (the Suspending Party) is not required to give the affected Auction Participant notice in advance, but will promptly notify them in arrears of the action taken. That said, where the action is due to a breach of these Terms, the Suspending Party will normally give the affected Auction Participant prior notice and a reasonable opportunity to avoid the action by demonstrating to the satisfaction of the Suspending Party that the breach has been resolved and will not be repeated.

13.3 If an Auction Participant objects to any action taken by the Suspending Party under clause 13.1, it must notify the Suspending Party, within 10 Working Days of receiving notice of the action under clause 13.1, of the grounds for its objection and what it would like the Suspending Party to do. After considering the objection, the Suspending Party may reverse its action (to extent practicable) or take a different action under clause 13.1. Where the Suspending Party is the Auction Operator, the Auction Participant may only escalate the matter to the Ministry if the matter is not resolved to the Auction Participant’s reasonable satisfaction within 10 Working Days of it notifying its objection to the Auction Operator under this clause.

13.4 Suspension under this clause 13 will not affect an Auction Participant’s contractual obligations or liability under these Terms.

14. Termination

14.1 The Ministry may permanently terminate an Auction Participant’s (and as a consequence all its Users’) access to or use of its Auction Platform Account and/or the Auction Platform, if the Ministry considers it reasonable to do so, including where the Auction Participant:

  1. commits a serious breach of these Terms;
  2. materially prejudices or puts at material risk the rights or interests of a Third Party in relation to any Auction; or
  3. becomes bankrupt or insolvent, has an administrator, receiver, liquidator, statutory manager, mortgagee's or chargee's agent appointed (other than for solvent amalgamation or reconstruction), becomes subject to any form of external administration, or ceases for any reason to continue in business.

14.2 When taking action under clause 14.1, the Ministry will:

  1. give the affected Auction Participant at least 10 Working Days prior notice of termination including the Ministry’s grounds for termination;
  2. consider any objection to termination that the Auction Participant notifies to the Ministry within 10 Working Days of receiving notice under subclause (a); and
  3. not proceed with termination if the Auction Participant’s objection under subclause (b), demonstrates to the Ministry’s satisfaction that the grounds for termination are insufficient.

14.3 Termination of access to the Auction Platform Account or Auction Platform does not limit the rights or remedies of any party that accrued prior to the date of termination. The following clauses survive termination:

  1. clause 8 (Platform Security);
  2. clause 12.3 which relates to reporting the Auction Participant’s activities; and
  3. clauses to 15 (Confidential Information) to 21 (Definitions and Interpretation).

15. Confidential Information

15.1 Each Applicant and Auction Participant will treat as confidential, not use for its own purposes, and not disclose to any Third Party, any of the Auction Operator’s or the Ministry’s Confidential Information, provided that such Confidential Information may be used by:

  1. each Applicant to the extent necessary for the Applicant to complete the registration process to become an Auction Participant; and
  2. each Auction Participant to the extent necessary for the Auction Participant to participate in an Auction and complete the sale and purchase of New Zealand units in accordance with the Act, Auction Regulations and these Terms.

15.2 Except as otherwise provided in the Act, the Auction Regulations or these Terms, the Ministry and Auction Operator will take all security safeguards as are reasonable in the circumstances to not disclose to any Third Party, any Applicant’s or Auction Participant’s Confidential Information. The Ministry and Auction Operator are only entitled to:

  1. use Applicants’ and Auction Participants’ Confidential Information for the purpose of acting as auction operator and carrying out related activities; and
  2. disclose Applicants’ and Auction Participants’ Confidential Information for the purpose of acting as auction operator and carrying out related activities, including disclosing that information, as appropriate and as provided for in the Act, to each other, the Minister for Climate Change, the Registrar, the EPA, any ‘auction monitor’ appointed under the Act, and the appropriate authorities.

15.3 This clause 15 will not prevent disclosure of Confidential Information:

  1. if that information was known, or becomes known, to the public through no act or default of the recipient;
  2. that has been or is independently developed by the recipient;
  3. that was lawfully known to the recipient prior to the date it was received under these Terms, or that becomes available to the recipient from a Third Party, provided in each case that the recipient has no reason to believe such source is itself bound by an obligation of confidence preventing it from disclosing that information or is otherwise prohibited under law from disclosing such information;
  4. to the recipient’s Representatives or Professional Advisers, provided the recipient ensures its Representatives and Professional Advisers use and disclose the Confidential Information in accordance with this clause15 as if they were the recipient;
  5. to the extent permitted by the Act or Regulations; or
  6. to the extent required by law or the rules of any stock exchange, provided that (to the extent it is permitted to do so by law) the recipient of the Confidential Information provides notice to the disclosing party of:
    1. the required disclosure promptly;
    2. the Confidential Information it will disclose; and
    3. the date on which it will make the disclosure, and the recipient complies with that notice.

16. Privacy

16.1 Each Applicant and Auction Participant must ensure that it has obtained all necessary consents from each of its Representatives to submit the Representative’s Personal Information and for the Representative’s Personal Information to be dealt with as contemplated in the Privacy Policy.

17. Intellectual Property

17.1 Except as expressly set out in these Terms, nothing in these Terms confers on any Applicant or Auction Participant, any right title or interest in the intellectual property or other rights of the Auction Operator, Ministry or EPA.

17.2 All text, graphics, logos, button icons, images, data compilations and software displayed on the Auction Platform are subject to copyright and other intellectual property protection.

18. Liability

18.1 Each Applicant and Auction Participant is responsible and liable for all acts and omissions of its Representatives.

18.2 The Auction Operator does not guarantee that the Auction Platform will be secure, uninterrupted or error-free, but will use reasonable care and skill and use reasonable endeavours to ensure that the Auction Platform is:

  1. secure, accessible, available and fully functioning; and
  2. free of material errors or defects, and malware.

All implied warranties (such as fitness for purpose, merchantability and non-infringement) are excluded and disclaimed, to the extent legally permissible.

18.3 Each Auction Participant uses the Auction Platform at its own risk, provided that the risk of loss of any:

  1. money paid under these Terms for collateral or settlement proceeds, passes to:
    1. the Ministry, once deposited by the Auction Participant into the Ministry’s nominated bank account; and
    2. the Auction Participant, once deposited by the Ministry into the bank account nominated on the Auction Participant’s Auction Platform Account; and
  2. negotiable instruments provided under these Terms as collateral, passes to:
    1. the Ministry, once received by the Ministry in accordance with clause 5.1; and
    2. the Auction Participant, once returned by the Auction Participant in accordance with clause 5.4

18.4 In the event of loss of any money or negotiable instrument for which the risk of loss resides with the Ministry under clause 18.3, the Ministry will be liable to the Auction Participant for the direct cost of replacing that money or negotiable instrument, but:

  1. only to the extent that the Auction Participant (or its respective Representatives) has not caused or contributed to that loss; and
  2. subject to clause 18.5(b).

18.5 To the maximum extent permitted by law, the Ministry will not be liable to an Applicant or Auction Participant (or their respective Representatives) under or in relation to these Terms, or in relation to any Auction or the Auction Platform, for any:

  1. direct loss, cost, expense, damage, except as specified in clause 18.4
  2. indirect, consequential, special, punitive or economic loss, loss of profits, revenue, anticipated savings, goodwill, opportunity, wasted expenditure, Third Party loss, or loss or corruption of data.

18.6 If for any reason the Ministry’s liability to an Applicant or Auction Participant (or their respective Representatives) has not been excluded by clause 18.5, and except for the Ministry’s liability under clause 18.4, the Ministry’s total aggregate liability to that Applicant or Auction Participant (and all of their Representatives in aggregate with that Applicant or Auction Participant) under or in relation to these Terms, or in relation to any Auction or the Auction Platform, is, to the maximum extent permitted by law, limited to $1,000 in aggregate.

18.7 The limitations and exclusions of liability in clause 18 (Liability) apply irrespective of how the liability arises, whether in contract, equity, tort (including negligence), breach of statutory duty or otherwise.

19. Notices

19.1 Any notice or other communication to be given in connection with these Terms by the Ministry or Auction Operator to an Applicant, Auction Participant and/or User may be given by:

  1. posting the notice on the Auction Platform;
  2. email;
  3. hand delivery; or
  4. post or courier, to the most recent address provided by the Applicant, Auction Participant or User (as the case may be) in the Auction Platform.

19.2 Any notice or other communication to be given in connection with these Terms by an Applicant or an Auction Participant to:

  1. the Auction Operator, must be given by:
    1. posting through the appropriate screen on the Auction Platform; or
    2. email to the address set out in the “Contact us” section of the Auction Platform; and
  2. the Ministry, must be given by email to ETSAuctions@MfE.govt.nz.

Any requirement in these Terms for Applicants or Auction Participants to give notice to the Auction Operator, is not satisfied by them giving notice to the Ministry.

19.3 A notice or other communication to be given in connection with these Terms will be deemed to be given:

  1. if posted on the Auction Platform, upon its posting;
  2. if sent by email, at the time the email leaves the communications system of the sender, provided that the sender does not receive any error message relating to the sending of the email at the time of sending and has obtained confirmation that the email has been delivered to the recipient (which confirmation may be in the form of an automated delivery receipt from the communications system of the recipient);
  3. if delivered by hand, on the date it is delivered;
  4. if sent by post within New Zealand, on the 3rd Working Day after the date it was sent; or
  5. if sent by courier, on the date it is delivered.

20. General

20.1 If the Ministry or Auction Operator exercises or fails to exercise any right or remedy available to it under these Terms, this will not limit the Minister for Climate Change, Ministry or Auction Operator from exercising any rights or remedy at any future time.

20.2 If any term of these Terms is deemed invalid, void or unenforceable, that term will be deemed severable and will not affect the validity and enforceability of any remaining terms.

20.3 No Applicant or Auction Participant may assign, sub-contract or transfer its rights or obligations under these Terms without the prior written consent of the Ministry.

20.4 These Terms are governed by the law of New Zealand and each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of New Zealand.

21. Definitions and Interpretation

21.1 In these Terms, unless the context requires otherwise:

Act means the Climate Change Response Act 2002.

Applicant means an entity or person holding a Register Holding Account who seeks access to the Auction Platform as an Auction Participant.

Auction means an auction for the sale of New Zealand units by the Crown via the Auction Platform.

Auction Operator means NZX acting in the capacity as auction operator.

Auction Participant means an Applicant that has received notice from the Auction Operator that the Applicant has been approved and registered as a registered bidder in accordance with the Auction Regulations and these Terms.

Auction Platform means the New Zealand Emissions Trading Scheme auction platform operated by or on behalf of the Auction Operator, including the platform’s website (www.etsauctions.govt.nz) and infrastructure.

Auction Platform Account means an account on the Auction Platform for the purpose of participating in Auctions.

Auction Regulations means all regulations under the Act applicable in connection with an Auction Participants’ participation on the Auction Platform.

Bid means a bid for the purchase of New Zealand units made by an Auction Participant on the Auction Platform.

Confidential Information means all information provided or made available under or in connection with these Terms by:

  1. the Auction Operator or the Ministry to an Applicant or Auction Participant; or
  2. an Applicant or Auction Participant to the Auction Operator or the Ministry.

Crown has the meaning given to it in the Auction Regulations.

EEX means European Energy Exchange A.G.

EPA means the Environmental Protection Authority.

Ministry means Ministry for the Environment.

New Zealand unit has the meaning given to it in the Act.

NZX means NZX Limited.

Personal Information has the meaning given to it in the Privacy Act 2020.

Professional Adviser means an accounting, insurance, banking, auditing, tax, or legal services professional.

Register means the system that provides for accounting of the issue, holding, transfer, surrender and cancellation of New Zealand units.

Register Holding Account has the meaning given to it in the Act. At the date of these Terms, it means an account in the Register for the purpose of holding New Zealand units.

Register of Bidders means the list of Auction Participants established and maintained by the Auction Operator in accordance with the Auction Regulations.

Registrar means the registrar appointed under section 11 of the Act, who is responsible for the operation of the Register on behalf of the Crown.

Registration Requirements means all requirements under the Act, the Auction Regulations and these Terms that must be met for an Applicant to become an Auction Participant.

Representative includes in respect of any person or entity, its employee, agent, officer, independent individual contractor or individual working under the direction of that person or entity, and any subcontractors used by such person or entity.

Third Party means any party or entity in relation to the Auction Platform that is not the Minister for Climate Change, the Crown, the Ministry or the Auction Operator.

User means a Representative of an Auction Participant who is authorised by the Auction Participant to access the Auction Participant’s Auction Platform Account, and whose identity has been verified by the Auction Operator.

Working Day has the meaning given to it in the Auction Regulations.

21.2 In the interpretation of the Terms, unless the context requires otherwise:

  1. Documents. References to any document (however described and including the Terms) include that document as amended or replaced from time to time.
  2. Headings. Headings are included for ease of reference only and will not affect the interpretation of the Terms.
  3. Including. “Including”, “for example” and similar words do not imply any limitation.
  4. Negative obligations. An obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.
  5. Persons. References to a person (including any Third Party) include any individual, firm, trust, corporation sole, body of persons (whether corporate or unincorporated) or any national, state, regional or local government body, entity, authority or agency.
  6. Successors. References to a person include that person’s successors and permitted assignees.
  7. Related terms. Where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings.
  8. Singular, plural and gender. Reference to the singular includes the plural and vice versa and references to a gender include any gender.
  9. Statutes. Any statutory reference includes any statutory extension, amendment, consolidation or re-enactment and any statutory instrument, order or regulation made under any statute for the time being in force.
  10. Time. Reference to any time or day is to the time or day in New Zealand.