Terms & Conditions

Welcome to Kernel.

We want to be clear about what you agree to when you use our services and our website. That's what these terms cover.

By using our services, you agree to these terms. If you don't follow these terms, we can suspend or terminate your access to our services.

Even if you don't have an account with us, these terms will apply when you visit our website.

We innovate, grow, and change. So, we might need to change these terms. You should check these terms from time to time for any changes. The terms on this page are the ones that apply when you use our services, any changes will apply if you keep using our services after we've updated these terms.

We'll tell you when we last updated these terms at the top of the page. If the changes are significant, we'll also post a notification on our website and email you if you have an account.

Please read these terms alongside our Privacy Policy. Our Privacy Policy tells you what information we might collect about you, and how we might use that information.

The world of investments is full of acronyms and confusing terms. We've answered commonly asked questions in our Help Centre. You should get advice if you're not sure about your obligations or want some more information.

When we say 'we', 'us', 'our', or 'Kernel', we mean Kernel Wealth Limited - a company incorporated in New Zealand. Our company number is 7050334 and our registered office is at Level 4, 166 Queen Street, Auckland Central, Auckland, 1010.

When we talk about our 'services', we mean all the services we provide – funds, savings accounts, and access to US shares and exchange-traded funds (often called “ETFs”) – and access to our website kernelwealth.co.nz. We provide our services in accordance with New Zealand law, which will govern how these terms work, your rights, and our obligations.

When we talk about our ‘custodian’, we mean Adminis NZ Limited (“Adminis NZ”), a company incorporated in New Zealand. Their company number is 6028756 and their registered office is at Level 1, 125 Featherston Street, Wellington, 6011.

When we say “you” or “your”, we mean a user of our website and/or platform as an individual, representative of an entity such as a trust or company, or authorised adviser to an individual or entity. Kernel operates on an “any one to authorise” basis, meaning for a joint (including kids), trust, company or other entity account that any person may instruct, place an order or transfer, change details or withdraw to a nominated account. Kernel takes no responsibility for seeking authorisation from other users of an account, or for the actions of a person logged in as an authorised user of an account.

You can create an account to use our services if you're aged 18 years or older and you are in New Zealand – see section 14 for more information. Child accounts can also be opened – see section 15 below for more information.

In some unlikely scenarios, we might not be able to make the website available. You should know that your access is on an 'as is, where is, as available' basis. That means there might be times when you can't access our services.

To the extent permitted by law, we don't make any promises, representations, or warranties as to:

• the accuracy of the content of this website; or

• when or how you'll be able to access our services.

Kernel operates in a highly regulated sector. We don't do anything that might be misleading or deceptive, or anything else the law says we can't.

To the extent permitted by law, we're not liable for:

• loss or damage suffered by you through your use of our website, or your inability to access our website;

• errors or omissions in the content of our website;

• loss, fees, or costs you incur or suffer when using our services; or

• malicious code, viruses, blocked access, or if our website doesn't work.

Sometimes, we might direct you to other websites through links on our website. We can't control the content of those websites and won't be responsible for what you might find there. You should check the terms of use for those websites.

Our services are delivered to you digitally, therefore we operate on a paperless basis.

When you create an account to use our services you consent to receiving information about your investments (investment, savings account, KiwiSaver savings or funds), from us and authorised agents including personalised annual account and tax statements, electronically (including by email).

We'll make all the information about your transactions and account activity available to you online. This includes any information that we or our custodian are required to give or make available to you in relation to our services, for example under the parts of the Financial Markets Conduct Regulations 2014 (or equivalent regulations) that deal with custodians' obligations.

Your Wallet tells you how much you have available to invest through our services.

We don't offer banking or bill payment services, so we can only:

accept deposits to your Wallet from a New Zealand registered bank account; and

pay money to that bank account when you make a withdrawal from your Wallet.

If you want to change your bank account details email us at support@kernelwealth.co.nz.

To make a deposit into your Wallet, you'll need to use the unique code that we give you when you sign up as a reference. Otherwise, we may not be able to tell that you made the deposit, which may lead to delays.

Money in your Wallet may attract and accrue interest from the bank account where Adminis NZ holds it. We retain that interest as a charge for the services.

Your Wallet may accrue fees from Kernel or your financial adviser if there are no available funds in your Wallet to pay these fees. Any accrued fees (money you owe) will reduce the available balance in your Wallet. Payment of the accrued fees will be made upon your Wallet being credited.

We're here to help make investing easier for you. We do not guarantee the performance of any investments, such as US shares and ETFs, any savings account, or any fund, made available through the service.

The Kernel KiwiSaver Plan is open to those eligible to join under the KiwiSaver Act. KiwiSaver is heavily prescribed by the KiwiSaver Act and its associated regulations. See the Kernel KiwiSaver Plan Product Disclosure Statements for more information. Information found or referred in the Kernel KiwiSaver Plan Product Disclosure Statements supersedes information in these terms.

The way to get more information about a fund is by reading the information on each fund page at kernelwealth.co.nz and by reading the relevant Product Disclosure Statement (this is often called a 'PDS'). The relevant PDS will tell you the important information about that fund, including the risks and fees, so make sure you're comfortable with it before deciding on an investment.

If you place an order for an investment in a fund through us, you agree that you've read and understood the relevant PDS and disclosure details for that fund. We'll ask you to confirm this when you invest.

You can place an order to invest by completing an online order. We process fund orders on weekdays (excluding New Zealand national public holidays).

If you place an order before you have a sufficient balance in your Wallet, the order will not be accepted until you have enough money available in your Wallet to pay for the order.

Where you create an order that consists of recurring and/or multiple individual orders (a “Bulk Order”), the Bulk Order will only be accepted when there is enough money available in your Wallet to pay for the total value of the combined order. Kernel will not accept and process part of the Bulk Order if a lesser amount of money is available in your Wallet, even if it is sufficient to pay for a part of the total value of the Bulk Order.

Orders are executed on a first-in-first-out sequence. This means your order will be accepted in the sequence you placed the order. Thus, if you do not have sufficient money in your Wallet to pay for the first order, the second order will not be accepted even though you may have sufficient money in your Wallet to pay for this order. You may cancel the order at any time before it is accepted and processed.

It is your responsibility for ensuring that sufficient money is deposited into your Wallet to pay for the order placed. Acceptance of applications for funds is in the Manager's discretion. Kernel does not have an obligation to accept any order or Bulk Order, including before money is received to the Wallet in full, and will not be held responsible for not accepting an application, order or Bulk Order.

Orders will be batched into processing at 12.05pm daily, according to the system time of the custodian, depending on when they are placed. For example, an order placed on Friday at 2pm will be processed on Monday at 12.05pm (unless a public holiday in which case at 12.05pm on the following business day).

The price you will pay for an order will be the unit price at the time your order is processed by us. This will be different to the unit price published online because the value of the fund is likely to move between valuation dates.

When we process an order, we purchase the maximum number of units for the amount shown in your order and credit your portfolio with the number of units bought.

See section 7 below for information on how to invest in US shares and ETFs.

By 'savings accounts', we mean bank accounts and term deposits issued by New Zealand-registered banks that we make available through the service (such as Smart Saver). We can change the savings accounts we make available from time to time. We are not a registered bank and do not accept deposits ourselves.

Interest is calculated on your daily balance and paid monthly in the following calendar month. The payment date is specific to the type of savings account used. Payment dates, for specific savings accounts, may be viewed in our FAQs.

The rate of interest for the current day is displayed on our website, however this rate is subject to change at any time without any notice. Kernel may provide a different rate than that advertised to individual customers based on our sole discretion. The rate applicable to your savings account is displayed online in your account information. Kernel may receive a fee from the bank passed through the custodian for offering savings accounts. The advertised interest rate is net of this fee.

When you use savings accounts, you will be bound by these terms and the applicable terms and conditions of the savings account. If you transfer money to a savings account, you agree that you've read and understood these terms.

You can transfer money from your Wallet to a savings account by completing an online order. On the order page, we will show you the savings account options you can choose, which could include things like:

• the types and terms of savings accounts available (for example, the term deposit lengths you can choose);

• any fees applicable; and

• whether you have any ability to access your savings early.

Transfers from your Wallet to a savings account will be batched into processing for the period up to 12pm each business day and start to accrue interest from the business day the transfer is completed.

Transfers from a savings account to your Wallet may be same-day or take up to 1-2 business days to be received and displayed. The time is dependent on the specific savings account, when the transfer request was received, and the notice period or term invested (if applicable).

We do not charge any fees for placing your order. However, we may be paid fees or commissions by the bank that savings accounts are held with.

We can:

• put limits on orders;

• cancel orders; or

• amend orders.

For example, we may apply cut-off times for orders. This means you will need to make sure we receive your order before the relevant cut-off time for it to be processed in the next batch. We may also set minimum investment amounts that your order needs to meet to be processed. We'll let you know if we do either of these things, or if we make any changes to any existing limits.

We can't process your order if you don't have enough funds in your Wallet. If that happens, or if there's another problem with your order, we might process your order in the next investment cycle. If we plan to change the frequency that we process orders, we'll let you know before we do.

If funds that you have invested in make distributions, and you have elected to have these paid out in cash, these will be paid to your Wallet. Unless we agree otherwise, all interest paid on savings accounts will be added to your savings balance after the deduction of tax at the withholding tax rate you advise.

You can place an order to make a withdrawal at any time. We process orders in the same way as for investments, as set out in section 6.2 above.

To withdraw part or all of an investment you hold in a fund, you can place an order to sell by completing our online process.

Since the value of a unit changes, you'll need to specify the number of units to sell in the order form. You can find the latest unit value and the number of units you hold in any fund on your platform.

We will credit your Wallet with the amount of money equalling the withdrawal value, less any tax and fees payable, normally within 3 business days following the processing of your sell order.

See section 7.6 below for information on how to sell positions of US shares and ETFs .

To apply to withdraw part or all of an investment you hold in a savings account, you will need to complete our online process.

You'll need to specify the amount that you want to withdraw. You can find the balance of your savings accounts on your member platform.

Any savings account withdrawals will need to comply with the relevant bank's terms and conditions, as outlined in section 5.4 above. This means (for example):

• you may not be able to make a withdrawal before the agreed term of a term deposit (or you may need to pay a break fee or break costs to make an early withdrawal, or the bank may reduce the interest it pays to us for you);

• you may only be able to make a withdrawal after giving a specific period of notice;

• you may only be able to make an early withdrawal if the bank lets us (and you will need to provide us with the information we need to apply for that withdrawal); and/or

• you may only be able to make a full (and not a partial) withdrawal from a savings account.

To withdraw from your Wallet, simply click 'withdraw'. We'll then arrange for the amount you specify to be transferred to your bank account (see more information in section 4).

Kernel allows you to trade in US shares and ETFs (“Approved Securities”)listed on US markets through a third-party broker, Alpaca Securities LLC ("Alpaca"). “Approved Securities” are made available for buying, selling, or holding through the Kernel platform.

Kernel facilitates your instructions. Alpaca is your broker and US custodian of the Approved Securities and also handles all currency conversions.

By buying, selling or holding Approved Securities, you agree to comply with these terms and the Alpaca Customer Agreement, which governs the execution and settlement of trades. Please make sure that you read and understand the Alpaca Customer Agreement.

The US shares & ETFs service consists of:

• introducing you to Alpaca;

• arranging for Alpaca to place buy and sell orders for Approved Securities on your behalf; and

• instructing, on your behalf, Alpaca to execute orders and hold Approved Securities on your behalf.

To start using this service, you must:

• already be an existing user of Kernel's platform and have accepted these terms;

• enter into an Alpaca Customer Agreement with Alpaca, through which you are opening a US brokerage account; and

• comply with all of Kernel’s terms and conditions, including these terms, and the Alpaca Customer Agreement.

The service cannot be provided to you unless you comply with the above requirements.

Kernel will need to provide details such as your name, address, date of birth, IRD Number, and identity documents to Alpaca to open your US brokerage account. The data is securely transmitted to Alpaca by electronic means. You authorise Kernel to provide the data required to open the US brokerage account to Alpaca.

Alpaca is a registered US broker-dealer with the Financial Industry Regulatory Authority (FINRA) and the Securities and Exchange Commission (SEC) (FINRA CRD#: 288202/SEC#: 8-69928).

Alpaca is a member of the Securities Investor Protection Corporation (“SIPC”). SIPC protects customers against the loss of cash and securities. In addition to the standard SIPC protection, Alpaca has Excess SIPC Insurance coverage, providing protection for any Alpaca Securities customer with up to $30 million in securities and $1 million in cash.

As outlined above, before you can use this service, you will enter into an Alpaca Customer Agreement, whereby you appoint Alpaca to execute and settle any Approved Securities orders.

You also appoint Kernel as your agent and authorise Kernel to submit instructions on your behalf to Alpaca for as long as you use this service. This appointment is made in accordance with the terms of the Alpaca Customer Agreement.

The list of Approved Securities is determined by Kernel and may change from time to time at Kernel’s discretion.

Buy and sell orders ("orders") for Approved Securities must be initiated via the Kernel platform.

Kernel will deliver any orders to Alpaca on your behalf.

You can only place either buy orders or sell orders for any particular Approved Security each day on which US markets are open. That is, you will not be able to place both a buy and a sell order for the same Approved Security on the same day.

We may provide you with an estimate of the number of Approved Securities to be purchased or the sale proceeds to be received, but the actual amount you receive may differ from the estimate.

The order, once accepted by Alpaca, will be executed during US Market Hours. Orders received outside US Market Hours will be held until US Markets Hours. “US Market Hours” are Monday through Friday from 9:30 AM to 4:00 PM (Eastern Time). There are also certain closures due to US market holidays.

Kernel will not be liable for delays or failures in sending the order instruction to Alpaca or for delays by Alpaca in acting on such instructions.

Neither Kernel nor Alpaca are liable for any loss or damage resulting from the inability to place orders on your US brokerage account.

A buy order will only be processed if sufficient funds are available in your Wallet.

Kernel only permits NZD notional "at market" buy orders. This order is an instruction to buy up to the maximum amount (in NZD) of the selected Approved Security at the market price at the time the order is executed. The order will be subject to a currency conversion as detailed in these terms.

Any fees payable to Kernel or Alpaca will be deducted from the notional value of the order before execution. The net value after fees will be used to purchase Approved Securities at the market price.

You may receive fractions of the Approved Securities.

The final order may not fully complete to the maximum amount requested due to market conditions or other factors. Any residual funds will be refunded to your Wallet.

A sell order will only be processed if a sufficient number of Approved Securities are available in your US brokerage account.

Kernel only permits sell orders for a specified number of shares or units of the held Approved Securities. You can place sell orders for a fractional number of shares or units. The sell orders for the Approved Securities will be executed at the market price.

Any fees payable to Kernel or Alpaca will be deducted from the sale proceeds. The sale proceeds will be subject to a currency conversion as detailed in these terms.

Orders outside of US Market Hours (“pending status”) can be amended or cancelled, while orders during US Market Hours (“processing status”) cannot be amended or cancelled. Thus, orders can be amended or cancelled while in a pending status but cannot be amended or cancelled once changed to processing status.

Kernel will make reasonable attempts to amend or cancel your pending status order, however, Kernel will not be liable for delays or failures in sending the cancellation or amendment instruction to Alpaca or for delays by Alpaca in acting on such instructions.

For buy orders, funds will be deducted from your Wallet and transferred to Alpaca, who will use the funds to settle the purchase of Approved Securities.

For sell orders, the amount owing to you will be added to your Wallet once the funds are received from Alpaca. The settlement of sale transactions may take several business days to complete.

Cash dividends and distributions from Approved Securities are processed by Alpaca in accordance with the Alpaca Customer Agreement, converted as per Alpaca’s currency conversion terms, and credited to your Wallet.

Kernel does not manage corporate actions, such as voting rights or secondary capital raisings, which are handled by Alpaca in accordance with the Alpaca Customer Agreement. For Position Transfers or specific non-mandatory corporate action, there may be individual action charges. See the Alpaca Brokerage Fee Schedule for more information

Kernel operates a digital service, and thus you agree to receive trade confirmations, monthly statements, and other notices electronically to the email address you used for registration.

Kernel will provide you with access to trade confirmations and monthly statements. The confirmation may contain a series of orders rather than individual orders. The monthly statement and trade confirmation serve as prima facie evidence of a transaction occurring and your beneficial ownership.

Kernel enables you to invest in Approved Securities in New Zealand dollars (NZD), while Alpaca arranges for the currency conversion to be undertaken.

When an order is placed for an Approved Security, the applicable Foreign Exchange (FX) rate is determined by Alpaca around the time the order is sent to Alpaca.

Kernel and Alpaca are not liable for any losses resulting from fluctuations in exchange rates or delays in conversion.

A fee to facilitate this is charged by Alpaca as set out on the Kernel website. The fee is deducted from the notional value for buy orders and from the sale proceeds for sell orders.

Any corporate action that results in a cash distribution will be converted to NZD using a rate determined by Alpaca on the day of the distribution calculation by Alpaca.

The taxation of US shares & ETFs may be complex and differs from the taxation of other Kernel products and services. Kernel does not provide tax advice and is not a registered tax agent. We recommend seeking advice from a tax adviser. Monthly statements and trade confirmations are accessible in the "Reports" section of the Kernel platform.

The Approved Securities may attract withholding taxes on income and cash dividends and distributions. Alpaca will withhold tax at the rate applicable under the relevant US laws. The rate may differ from the New Zealand tax treaty. The standard withholding rate for a New Zealand investor in most US domiciled companies under a correctly filed W8-BEN is 15% of the dividend payment.

Kernel is not liable for any tax implications, and it is your responsibility to ensure that your details are up to date with the necessary regulatory body. Kernel will assist in the filing of the W-8BEN and similar forms via Alpaca, however, Kernel cannot be held responsible for any adverse implications.

The W-8BEN is electronically filed, and it is your responsibility to ensure the details are correct.

Kernel is under no obligation to inform you, in relation to the Approved Securities you hold via Alpaca, of:

• corporate actions (including dividend elections, rights issues, delisting events, name changes, etc.);

• dates and notices (including notice of meetings, proxy statements, proxy solicitation material) of any security holder meetings that will be held by the Approved Securities’ issuers; and

• voting rights attached to Approved Securities.

The Alpaca Customer Agreement sets out the terms and conditions in relation to corporate actions, meetings, and notices relating to the Approved Securities.

We reserve the right to suspend or close your US brokerage account and, on closure, sell down some or all of your holdings of Approved Securities on giving you one month’s notice, unless giving advance notice is not practicable (for example, if the closure or suspension is for legal or regulatory compliance reasons).

Upon any account closure, unless we agree otherwise, you authorise and instruct Kernel and Alpaca to undertake the selldown of your Approved Securities as soon as reasonably practicable. Fees will apply to the selldown of your Approved Securities as set out in section 8.2. You acknowledge that, in doing so, neither Alpaca or Kernel is exercising any discretion and neither will be liable in respect of any Approved Securities that sell at a loss.

Fees will be charged upon account closure in accordance with section 8.2 unless specifically stated otherwise.

If you invest in the Kernel Funds or the Kernel KiwiSaver Plan you will be charged fund management fees based on the amount you invest. You can find details of the current fees on our website or in the relevant PDS or Quarterly Fund Update. These fees are accrued within the unit price each valuation day, and paid to Kernel. See the Product Disclosure Statements for more information about fees and individual action fees.

Since January 2025, there is no monthly membership fee regardless of balance invested for having an account with Kernel. We do however offer three subscription tiers – Core, Plus and Premium - each designed to provide varying levels of features, benefits, and pricing. See section 8.3 for more details.

When you buy or sell US shares & ETFs, the following fees apply:

• Foreign Exchange Fee (“FX Fee”): A percentage of the order value according to the Subscription Tier and published on the Kernel Pricing page, charged when you buy or sell a US security. The fee is calculated as a percentage of the order value and deducted from the gross value of the transaction.

• Brokerage fee: [A fee deducted from the FX fee, which is charged when you buy or sell an Approved Security.

• Securities and Exchange Commission (“SEC”) Fee: Paid from within the FX fee, which is charged when you sell an Approved Security.

• Trading Activity Fee (“TAF”): Paid from within the FX fee, which is charged when you sell an Approved Security.

• ETF Fees: Variable fee charged by the ETF issuer, reflected in the unit price of the ETF. These fees are not charged by Kernel or Alpaca, nor are they out-of-pocket fees.

FX Fees are deducted by Alpaca, and after all other costs (e.g. brokerage fee, TAF and SEC fees), the residual (if any) is paid to Kernel, although this may change in the future. You agree and authorise Kernel and Alpaca to deduct the applicable fees when required.

The fees payable in relation to the US shares and ETFs service may be amended from time to time. Kernel will give you at least 14 days notice of any adverse changes in those fees.

We reserve the right to discount the fees to some customers due to an offer or promotion.

For Position Transfers or specific non-mandatory corporate action, there may be individual action charges. See the Alpaca Brokerage Fee Schedule for more information

By default, all Kernel platform customers will be enrolled in the Core tier. Customers can subscribe to the Plus or Premium tiers for a monthly or yearly subscription period by making a payment. The features, benefits, and pricing of each tier are set out in the platform and are subject to change at our discretion. Your selected tier determines the pricing, available features, and transaction fees applicable to your account, including any reduced foreign exchange (FX) fees or broker commission rates. Future updates may expand available features and benefits, including exclusive functionalities for higher-tier plans. Upgrades or downgrades between tiers may be subject to pro-rata adjustments based on the remaining period of the current billing cycle.

Subscriptions will automatically renew at the end of each billing period unless cancelled in advance. Upgrades will automatically update account features, tiered commission, and FX fees. If you downgrade or cancel your subscription, the change will take effect at the conclusion of the current billing cycle—at the end of the month for monthly plans or the end of the year for annual plans. Customers can manage their subscriptions through their profile settings. Upon renewal, the subscription fee will be charged at the then-current rate, which may differ from the initial promotional rate. If you downgrade your subscription, the change will take effect at the next billing cycle, and no refunds will be issued for any unused portion of a higher-tier plan.

All subscription fees are non-refundable, except as required by applicable law. If you cancel a subscription, your access and functionality at that subscription tier will continue until the end of the current billing cycle, after which the cancellation will take effect. Downgrading your subscription does not entitle you to a refund, and the change will apply in the next billing period.

We may modify our subscription fees, features, and benefits from time to time. If we make changes that adversely affect your subscription, we will notify you at least 30 days in advance. By continuing to use the service after changes take effect, you acknowledge and accept the updated pricing and terms.

Subscription payments are processed by Stripe, a third-party payment provider. By subscribing to our services, you agree to Stripe’s terms and conditions for New Zealand. We do not store or process payment card details directly. Any issues related to Stripe’s payment processing must be addressed through Stripe’s customer support.

There are no transaction or account fees for Smart Saver, however, Kernel may receive a fee from bank via the custodian for offering savings accounts of up to maximum 1.00% p.a. The advertised interest rate is net of this fee.

If your payment through Stripe fails or declines, we may deduct the amount owing for a subscription from your Wallet, and we may introduce other payment methods in the future. We don't have enough funds in your Wallet when we try to deduct or collect any third party fee(s), such as the Financial Advice fee detailed below, then we will deduct the amount you owe when you do. We might make more than one deduction if we can't cover the fee(s) at once.

We might also cancel, withdraw, or redeem interest in your investments on your behalf to pay outstanding fee(s) if we consider that outstanding amount to be a significant amount overdue.

We may sometimes agree to reduce or waive a subscription for a particular investor or category of investors through affiliates or as part of a promotion.

We'll let you know by posting a notification on our website and, if you are a member, by sending you an email if we're going to:

• change the price of our subscriptions;

• change the way that we deduct subscriptions; or

• change the date or frequency that we deduct subscriptions.

If you use the services of a financial adviser, with which Kernel has an agreement, they may charge you fees for their services. Kernel will collect the fees, expenses or other amounts owed to the financial adviser from your Wallet.

We tell you about investments generally. But we're not able to give any advice, including advice that takes into account your personal situation or your financial goals. So, any information we provide you with is not advice of any sort, and you shouldn't rely on it in that way.

By 'advice', we mean investment, legal, financial, tax, or accounting advice, along with other types of personalised advice.

You should seek financial advice from a financial advice provider if you aren't sure about whether or not an investment is right for you.

If we have a platform access agreement with your financial adviser, and they recommend you invest with us, we may allow them to "onboard" you to use our services, and we may have interactions with them about your use of our services. We'll only do this in accordance with our Privacy Policy.

Even if we interact with your adviser, we will only act on your instructions to invest with us, make changes to your investments, or withdraw. Your financial adviser will charge you fees for their services, and we deduct these fees from your Wallet.

All assets (including money) held through our services will be held by a custodian on your behalf.

Alpaca, as described in section 7.3, is your US custodian of all Approved Securities.

Adminis NZ is the custodian for all other assets held through our service (including money held in your Wallet, savings accounts, and interests in funds).

We can change any of our custodians at any time.

Adminis NZ is subject to an annual assurance engagement by an independent auditor. You can request a copy of the latest assurance report by contacting support@kernelwealth.co.nz.

When you deposit money to your Wallet, that money goes to one or more New Zealand-registered bank accounts in the name of Adminis NZ’s nominee. Similarly, when you invest in savings account through our service, your money is deposited with one or more New Zealand-registered banks in the name of Adminis NZ's nominee.

Your money might be 'pooled' with other people's money using the services (for example, by pooling your money invested in a savings account with the money of other customers at the same time). Even if money is pooled, Adminis NZ will record what each person owns and keep a register of all transactions and balances, which is reconciled daily.

Since these aren't our bank accounts, we don't have any control over them. So, we won't be liable for any failures or delays.

We own (or have the right to use) the content, material, layout, and design of this website and all documents and other materials that we use when we provide you with our services. That includes our brand name and our logos.

You can access, download, view, or print information contained on this website for your own purposes (so long as its only for personal reasons).

But otherwise, unless we give you written permission (or the law says you can) you can't use, copy, modify, adapt, store, distribute, print, display, perform, publish, or redistribute any part of this website, or other documents and materials that we provide you.

You might have rights in information you give us. When you provide us with information, you grant us a right to use that information for the purposes of providing our services, including developing new products and services. We can copy, distribute, edit, and publish that information in any way, for as long as we want. We won't pay you for it.

We'll only use your personal information in accordance with our Privacy Policy.

Certain features may be subject to fair use limitations to ensure optimal service for all users. If we determine that an account exceeds reasonable usage patterns or violates the terms of service, we reserve the right to restrict access, impose additional fees, or suspend the account.

Our funds are 'portfolio investment entities' (or 'PIEs' for short) for tax purposes. PIEs have a top tax rate of 28%. Your Wallet and savings accounts are subject to tax on the interest earned at your applicable resident withholding tax rate ('RWT rate') or non-resident withholding tax rate ('NRWT rate'). You can find out more on the Inland Revenue website, www.ird.govt.nz. For information about the tax considerations for US shares and ETFs, see section 7.12 of these terms.

We need to check your tax status so, when you register to use our services, we'll ask for your tax details.

You'll need to:

• provide your IRD number;

• confirm the countries where you're a tax resident and provide us with your relevant tax identification number(s); and

• provide us with your 'prescribed investor rate' (your 'PIR') and RWT rate (or NRWT rate) so we can apply the correct tax rates.

If your tax details change, you must tell us immediately.

If you've given us the wrong tax rate, you might be required to pay tax (or you might be eligible for a tax credit). If this happens get in touch with Inland Revenue.

Inland Revenue publishes helpful information on its website, www.ird.govt.nz, including how to figure out your correct PIR and RWT rate.

Currently, since our funds are multi-rate PIEs, if you overpay tax by being on a PIR that is too high:

• if you are an individual investor, any tax over-withheld will be used to reduce any income tax liability you may have for the tax year and any remaining amount will be refunded to you; and

• other investors will not receive a refund of any over-withheld tax.

Adminis NZ is a 'PIE Investor Proxy' (which some people call a 'PIP'). This means that Adminis NZ will hold your investments in each fund, on your behalf, for tax purposes.

Adminis NZ will also calculate tax on those investments.

We might cancel, withdraw, or redeem investments on your behalf to pay tax you owe. We might also auto-invest tax credits by the issue of additional units in funds in line with your standing instruction or investment strategy.

Adminis NZ will calculate any withholding tax on the interest you earn from your savings account each month and pay the withholding tax directly to the Inland Revenue. Adminis NZ will also file the necessary investment income reports to the Inland Revenue each month.

You need to create an account to use our services.

When you do so, you warrant that any information you provide is accurate.

Don't:

• create an account for someone else without their permission, or let others do the same for you; or

• tell others your password or username; or

• try to log in to another person's account or try to bypass our security procedures; or

• try to 'break' our website or decompile, reproduce, reverse engineer, or modify our website, or misuse our website in any way; and

Do:

• keep your password and username safe and secure; and

• change your password regularly; and

• keep the device you use to access our services safe, and make sure you change the password for that device regularly.

An account may be opened by a parent or grandparent (referred to here as an 'adult') for a New Zealand resident under 18 years old (referred to here as a 'child') with the adult as a guardian. We reserve the right to request evidence of relationship to our satisfaction before authorising any transaction. The joint account application process is followed but if one of the applicants is under 18 years old, the child is the owner of the account and the adult is a signatory to the account.

Transactions can only be made on an account in the name of a child on behalf and for the benefit of the child, and the account cannot be used by an adult for their own personal benefit. If at any time this requirement is not met we may, without notice, close the relevant account(s).

The adult signatory to a child's account is required to indemnify us from any losses, costs, claims and damages arising directly or indirectly as a result of the operation of the account, except in cases where Kernel has acted wrongfully or negligently.

Until the child's 18th birthday, the adult signatory will be the only person who can place orders or make withdrawals from or make changes to the account. The child can have view-only access. Withdrawals can only be made to an account in the name of the adult.

The adult agrees that as of the child's 18th birthday the child will be contacted and be given full access to the account and able to verify a bank account for withdrawals. The adult will still be a signatory to the account, until such time as they remove themselves, or the child as the owner removes them.

Investing involves risk. The value of your investments can go down as well as up, and you may not get back the full amount you invested. Past performance is not indicative of future results. In some unlikely scenarios, we might not be able to make the platform available. You should know that your access is on an 'as is, where is, as available' basis. That means there might be times when you can't access our services.

Risks associated with investing in the Kernel Funds scheme or Kernel KiwiSaver Plan are explained in Section 4 of the relevant Product Disclosure Statements. Each fund has a risk indicator between 1 (low) to 7 (high) based on returns data for the five years to the end of the calendar quarter prior to the date of the PDS. The rating reflects how much the value of the fund’s assets goes up and down (volatility). A higher risk generally means higher potential returns over time, but more ups and downs along the way.

Investing in US shares & ETFs also has risks. Some of the risks are:

• Market risk, where you may not make any money from the investment or receive less than what you originally invested.

• Foreign exchange risk due to the Approved Securities being denominated in a foreign currency. The movement in foreign exchange rates can impact the value of your investment.

• Counterparty or default risk where a person with whom Kernel or you contract through Alpaca fails to meet their contractual obligations, resulting in a loss.

• There is a taxation risk due to investing in the US. This includes if you are or become a US person or tax resident or if your W8-BEN, as the certificate of foreign status of beneficial owner, is incorrect or incorrectly filed. Foreign investors owning U.S. stocks may be subject to U.S. estate tax if they pass away holding more than $60,000 in U.S. assets.

We recommend that you obtain professional financial, legal, and taxation advice if you are unsure before deciding whether to use Kernel products and services.

We have obligations to check that you are who say you are under New Zealand's anti-money laundering laws and our agreement with Alpaca to act as your agent.

We use identity information you provide us with - and compare that to information held by others (like government agencies) - to do so.

You can read more about this in our Privacy Policy.

If we can't verify you, the law says that we can't offer our services to you. So, we might:

delay activating or suspend your account;

hold off selling, redeeming, or withdrawing any of your investments; and

not process any withdrawals from your Wallet.

We - and AdminisNZ - also have obligations under New Zealand's financial laws and regulations (including the parts of the Financial Markets Conduct Regulations 2014 or any equivalent regulations that deal with custodian obligations).

This means that we might need to tell Adminis NZ, Alpaca, the Financial Markets Authority, the IRD or other organisations as required by law, information about your transactions and your account activity. We may also share your information with the bank your savings are held with.

We can suspend or terminate your access at any time, for any amount of time.

We may do so whenever we think we need to, including if:

• you breach any of these terms;

• you fail to pay your fees;

• we think the security of your account might be compromised;

• the law says we should; or

• we think that there's a risk of harm.

If we suspend or terminate your account:

• We can sell, redeem, or withdraw investments made by you using our services. If we do so, we'll pay the net proceeds to the nominated bank account you've provided us (once we've deducted any costs, fees, expenses or other amounts owed to us or owed to third parties but collected by us).

• If we're holding any money which becomes unclaimed money, we can account for that money in accordance with the Unclaimed Money Act 1971 or any other applicable laws.

• We won't refund any fees paid by you.

• Our rights and your obligations under these terms won't stop when it makes sense for them to continue.

If you breach these terms, and that breach results in someone making a claim against us (or telling us that they intend to), then you agree to cover all costs, expenses, and fees incurred or suffered by us in connection with that claim. But we'll stay in control of that claim.

You can suspend or terminate your membership at any time. You can also ask us to delete certain information we hold. We've covered that in our Privacy Policy.

If you choose to suspend or terminate your membership, or if you ask us to delete your details:

• you won't be able to access our services;

• we won't refund any fees or subscriptions paid by you;

• we can sell, redeem, or withdraw investments made by you using our services (and then pay the net proceeds to you, less any costs, fees, expenses or other amounts owed to us, or owed to third parties but collected by us), and will not be liable for any penalties incurred as a result (such as break fees or loss of interest payments relating to a term deposit); and

• our rights and your obligations under these terms won't stop when it makes sense for them to continue.

This may take some time. For example, term deposits are generally locked in for an agreed period, so we may need to wait until any term deposits you hold through the service mature before paying you.

We'll use the email address you provide to us to communicate with you. Please keep an eye out for important messages.

We might also send you emails about stuff we think you'll be interested in, like new services and products we are offering, or information about investing.

We don't want to clog up your inbox. You can unsubscribe from marketing emails from us by selecting the 'unsubscribe' button at the bottom of those emails (but, if you do, let us know if you change your mind!).

We're here to help!

If you're stuck, need some help with our services, you can contact us by filling in our 'Contact Us' form on the website or emailing support@kernelwealth.co.nz.

If you want to make a complaint, you can contact us by filling in our 'Contact Us' form on the website or emailing complaints@kernelwealth.co.nz.

If you have attempted and we have not satisfactorily resolved your complaint, you can contact our external dispute resolution scheme for free through these contact details:

Financial Services Complaints Ltd
Mail to: PO Box 5967, Wellington 6140

Call: 0800 347 257

Email: complaints@fscl.org.nz