Techemynt NZDS Terms and Conditions
Last updated: February 2021
- Your agreement
These Terms relate to your rights and your obligations to us in connection with NZDS, any Account you hold with us and our Website.
When we say Techemynt, we, us or our, we mean Techemynt Limited. We also refer to Techemy Advisory Limited (Techemy Advisory), a related company, which may direct us in certain cases in accordance with these Terms or the Bare Trust Deed.
An NZDS is a digital representation of ownership of a New Zealand dollar (or Cash Equivalent) Trust Asset held on bare trust by Techemynt, on the terms of the Bare Trust Deed.
If we permit you to create an Account with us or access the Website, you are deemed to unconditionally accept and agree to these Terms by electronic means pursuant to the CCLA.
Please note that merely holding NZDS does not create any contractual relationship with us. Your rights in respect of the NZDS are a matter of trust law only, and these are subject to Applicable Law, whereby you cannot become our customer in order to redeem NZDS until you create an Account with us (including allowing us to complete CDD).
When we talk about you or your, we mean you, a person who creates an Account or accesses the Website. Where applicable, this includes your duly authorised representatives, legal personal representatives and successors.
Other capitalised terms have the meaning given to them in these Terms or in section 28 below.
In particular, by agreeing to these Terms you are confirming that:
- you have legal capacity and all necessary authority to enter into these Terms; and
- you have sufficient knowledge and experience, and understand the risks involved, in Cryptoassets, to enable you to evaluate the terms, value and risks associated with NZDS.
Techemynt issues and, subject to certain conditions described below, redeems NZDS. Techemy Advisory is responsible for all treasury decisions in relation to Trust Assets backing NZDS.
Subject to these Terms, NZDS may be used, kept or exchanged online wherever parties are willing to accept them.
Holders may acquire NZDS:
- from us, by first creating an Account on our Website, becoming a designated Verified Holder and transferring New Zealand dollars to us (see the following paragraph for more details);
- from other people, on Permitted Exchanges; or
- from other people, by a peer-to-peer transaction on the Ethereum network.
In order to get your NZDS from us directly in exchange for New Zealand dollars, you must complete our CDD requirements (to our satisfaction) and become designated as a Verified Holder by us.
You will need to create an Account, complete CDD and become a Verified Holder in order to redeem your NZDS for New Zealand dollars. You will also need to provide us with details of a Nominated Account held with a registered bank or NBDT you wish to use and your Ethereum wallet address.
If you acquire NZDS but do not have an Account with us, you do not have a contractual relationship with us, are not our customer and, accordingly, will not be able to have your NZDS redeemed by us in exchange for Trust Assets (in the form of New Zealand dollars). See our additional terms in relation to the Trust Assets and NZDS in section 9 below.
Under the terms of the Bare Trust Deed, if you are a Holder, you hold the beneficial interest in the underlying Trust Assets which relate to your NZDS. This means that you can instruct us as bare trustee to deliver New Zealand dollars by withdrawal of Trust Assets to you, subject (however) to creating an Account and becoming a Verified Holder so that we are legally able to do so.
Upon withdrawal of any Trust Assets from the Trust Account, any associated NZDS redeemed by us will automatically be cancelled and no longer form part of the supply of NZDS in the market.
Holding NZDS does not make you a creditor of Techemynt or any member of the Techemynt Group. We do not promise to pay you any amount in relation to NZDS out of our own funds.
An NZDS is neither issued nor guaranteed by any country or jurisdiction and does not have the status of legal tender in any country or jurisdiction. NZDS is not fiat currency of New Zealand.
You unconditionally and irrevocably renounce the right to any income, interest or gain generated from any Trust Assets. Accordingly, you agree you will not receive any income, interest or gain earned on the Trust Asset held by Techemynt, and Techemynt is not accountable to you for any income, interest or gain on the Trust Asset or the NZDS. Any income, interest or gain earned on the Trust Assets will be received by us in our right and is not subject to any trust for you.
NZDS are not financial products in themselves (for the purposes of the FMCA or otherwise, and are not intended to have any equivalent status under the laws of any other jurisdiction) and do not give you any rights or carry any obligations, other than those expressly set out in these Terms and the Bare Trust Deed.
For regulatory, commercial or other reasons we may give notice (through the Website or otherwise) that we have decided to suspend or to cease issuing NZDS. If we cease issuing NZDS we will, where possible, give you notice of a timeframe within which you must redeem your NZDS for New Zealand dollars, subject to the satisfaction of our conditions for redemptions in these Terms. Any remaining NZDS will, after this time, be withdrawn and, if you are a Verified Holder, the matching New Zealand dollar amount paid to your Nominated Account. If this is unavailable or difficult or you are not a Verified Holder, we will continue to hold (or procure another entity to hold) the Trust Assets for so long as we are legally required to do so, but may thereafter cancel your NZDS and pay the underlying amount to Techemynt Partners LP as our holding entity.
We will try to action any transfer of new NZDS to you, or your redemption request, as soon as reasonably practicable, subject to these Terms. However, there may be a delay as a result of events outside of our control, including as a result of a sudden increase in issuance, redemption or administrative volumes, regulatory changes, issues with the Ethereum network, delays with any New Zealand registered bank or NBDT, or as a result of a request coming through outside of normal business hours.
- Limitations and risk warnings
Please read the Techemynt Risk Statement carefully for a non-comprehensive summary of some of the risks that you must understand before you use the Website or acquire NZDS.
We do not offer tax, accounting or legal advice in connection with your acquisition or use of NZDS.
We do not underwrite or guarantee the Trust Assets or NZDS and have no obligation to you except as expressly set out in these Terms and the Bare Trust Deed.
Anything provided on the Website, or in communications from us, does not take into account your particular investment objectives, financial situation or investment needs and is therefore not to be taken as investment, financial or tax advice in any jurisdiction.
NZDS are designed to be pegged to the New Zealand Dollar, however, NZDS can go down in value as well as up and we are not responsible for any losses you incur or any tax liabilities which arise as a result of your dealings with us and/or your acquisition or use of NZDS. Whilst every NZDS is intended to be backed by one New Zealand dollar (or Cash Equivalent) held on trust by us ultimately, you could get back less than you spent to acquire them.
Acquiring and owning digital tokens such as NZDS is speculative and high risk. You may lose some or all of the value of NZDS or you may not be able to sell or transfer your NZDS. You should not acquire digital tokens unless you can afford to lose the amount paid without hardship.
- Your responsibility in respect of NZDS
If you are acquiring NZDS, it is your responsibility to ensure you understand all the associated risks, including those set out in the Techemynt Risk Statement and you should seek professional advice before doing so. We make no representations, and give no warranties:
- whether you should purchase, sell, use or hold NZDS, or in relation to the performance, value of or benefits associated with NZDS;
- as to any rights or obligations you may have as a holder of NZDS (whether you are a Verified Holder or Non-Verified Holder);
- the success of any business or project related to NZDS, including Techemynt; or
- that Techemynt has complied with any or all Applicable Laws in relation to NZDS, or that it has received any required regulatory approvals, licences, or registrations to enable it to transfer, issue or offer NZDS.
We, our officers, employees, agents and contractors do not provide any advice in relation to NZDS. You must not rely on anything we say as intended to:
- pass judgement on the merits of NZDS; or
- make any recommendation regarding the advisability of acquiring, using or disposing of NZDS.
You acknowledge that the ownership or holding of NZDS confers no rights or powers against Techemynt or any of its Directors, officers, advisers, employees or associates and specifically confers no rights of ownership or control over or interest in Techemynt.
- Creating an Account
You can use the Website, open and retain an Account and receive NZDS from us only if you meet, and continue to meet, the following criteria:
- you are legally entitled to do so under the law of the country you are in, or any other relevant jurisdiction (and it is otherwise a Permitted Jurisdiction);
- if you are an individual, you are 18 years or older;
- if you are an entity, you are correctly formed or incorporated and in good standing;
- you have the capacity and authority to agree to our Terms; and
- you provide all information (including identity information) required by us to open your Account or at any time afterwards that we need to meet our obligations under law or regulation.
If at any time you do not meet these criteria, you must immediately notify us, you must stop using the Website and your Account and you must not attempt to acquire NZDS from us. We can close or suspend your Account at any time where we have reason to believe that you do not meet any of these criteria.
In opening an Account with us, you must also confirm if you are a tax resident in any other country, and, if requested, provide the relevant tax identification number(s).
If any of this changes you must tell us straight away.
You must apply and complete your application for an Account through the Website. You warrant and represent that when you submit your application, all the information contained in your application is complete and accurate and that, unless we agree otherwise, you are located in a Permitted Jurisdiction.
We may use an electronic verification service and/or approach a credit reference agency or other third party to confirm your identity and to ensure compliance with relevant anti money laundering legislation (including making inquiries regarding anyone else providing or receiving funds on your behalf), and by using the Website you consent to this and confirm that you have the consent of any person providing or receiving funds on your behalf.
We may also need to get additional information from you, including to verify your identity, the identity of any person associated with you and for other compliance purposes, in which case until we have all of the information we need we may delay activating your Account or suspend your ability to acquire NZDS.
We provide a ‘paperless service’. This means you agree that we may make the information relating to your transactions and your account activity available to you, amend or terminate these Terms, through the Website or other online means, pursuant to the CCLA.
- Account security and the terms of using the Website
We will assume we are dealing with you, and will be entitled to rely on any instructions you give us if dealing with us via the Website.
You must take all reasonable steps to keep your Account secure and prevent any fraudulent use of it. This includes things like (but is not limited to):
- changing any passwords regularly;
- taking care to ensure that no one sees you enter your security details when you log in to access the Website;
- keeping the details we hold about you up to date; and
- ensuring that you send NZDS or New Zealand dollars to the correct wallet address or the Trust Account as specified by us and that you supply correct details of any wallet address or Trust Account that you instruct us to transfer NZDS or New Zealand dollars to.
We may introduce new security procedures for your Account which, if required by us, you must comply with. We will notify you as soon as reasonably practicable where these might affect you.
We may stop or block access to your Account where we suspect:
- that the security of your Account has been compromised;
- that there has been unauthorised or fraudulent use or attempted unauthorised or fraudulent use of your Account;
- that your Account is being used for illegal purposes (including, but not limited to, money laundering or committing financial crime); or
- we are required to do so by law or any regulatory authority.
Where we are able, we will notify you if we propose to block or have blocked access to your Account and give you reasons for doing so. We do not accept any liability for any loss you may suffer where we act in accordance with the provisions of this section or where you fail to meet your obligations under this section.
You acknowledge and agree that your access to or use of the Website is conditional on the following:
- we may modify, suspend or discontinue, temporarily or permanently, all or any part of the Website without notice;
- we reserve the right, at any time and for any reason, to discontinue, redesign, enhance, change, patch any software associated with the Website, including without limitation, the structure, specifications, ‘look and feel’, navigation, features and other elements of the software or any part thereof. You agree that we will not be liable to you or to any third party (for whom you may be acting) for any modification, suspension or discontinuance of all or any part of the Website;
- you will not reverse engineer, bypass, modify, defeat or avoid any security measures for the Website;
- you will not use any software, artificial intelligence, ultra-high speed, or mass data entry which might manipulate, game, abuse, or give you an unfair advantage when using our systems or the Website;
- you will not modify, copy, display, distribute or commercially exploit any of our Intellectual Property Rights or materials (including text, video, audio or user interface design);
- you will not remove any proprietary notices from any of our intellectual property;
- you will not attempt to derive, copy or modify any source code for the Website;
- you will not act in an unfair, abusive, manipulative, or breach any Applicable Laws way when using the Website.
We may restrict or block your access to our Website should we form the view that you have breached any of the conditions above.
Communications between us will be vial email at [email protected] or through our Website. Either of us are deemed to receive notice of a communication through email or the Website unless either of us can provide evidence of an error message.
If we receive a communication (including an apparent instruction) relating to your Account other than via the Website, we may choose to either act or not on that communication, or to impose further requirements as we see fit. We may take such action and impose such requirements as we see fit. You accept that when you send a communication outside of the Website, that communication may not be secure, and that we will not be liable if we act on that communication.
You must protect your Account details and the associated passwords and report any information loss, suspected theft or misuse of your Account to us immediately by emailing us at [email protected]hemynt.com or contacting us through the help icon via our Website.
- Changes to our Terms and notices
We may change our terms, including our fees and charges, from time to time in whole or in part, by giving you reasonable notice of the change in accordance with this section.
Except where our specific terms state otherwise, we will generally give you at least five Business Days’ notice of any change to these Terms that may be materially adverse to you, unless we are required by law or court order to make the change sooner or immediately.
We can give notice by one or more of the following ways:
- direct communication with you (including email, text message, or a message when you log in to access the Website); or
- by publishing a notice on the Website describing the change.
We will also make the amended terms and conditions available on the Website.
We do not need to give notice of changes that are in your favour, that do not materially reduce the benefit of these Terms to you, or are minor administrative changes (such as clarity, drafting and typographical amendments). Such changes to the Terms may take effect immediately and will be available on the Website.
By continuing to acquire or use NZDS, your Account or the Website after the effective date of any change, you will be deemed to have accepted the change. If you do not accept any proposed change, you must notify us immediately and dispose of your entire NZDS holding, cease using the Website and close your Account.
- We hold the Trust Assets on bare trust
We have entered into a Bare Trust Deed under which we declare that we hold all Trust Assets from time to time on a series of bare trusts for Holders.
We will not use the Trust Assets held on trust for any purpose other than to meet our obligations to you in respect of your NZDS or in accordance with the Techemynt Treasury Policy, nor can we charge or otherwise encumber them.
Techemynt may hold a buffer of its funds in the Trust Account in to order facilitate clearance or redemptions more efficiently.
Trust Assets in the form of cash will be denominated in New Zealand dollars and held with a Trust Account Provider that is permitted under New Zealand law to receive and hold deposits and in each case has a credit rating as prescribed in Techemynt’s Treasury Policy document from time to time. We may also hold Cash Equivalents as directed by Techemy Advisory from time to time, in accordance with the Techemynt Treasury Policy. If you are a Holder you unconditionally and irrevocably instruct and authorise Techemy Advisory to make decisions and instruct us as bare trustee on your behalf as to how and with whom to hold or deal with Trust Assets (including when we will hold Cash Equivalents).
Any New Zealand registered bank, NBDT or other issuer that we use is independent of us and we do not accept liability for any default or delay in the distribution of funds as a result of their failure. Nor do we accept any liability for any default or delay in the distribution of NZDS as a result of failure of digital wallets or other technological failure.
When you or we close your Account, we will make reasonable endeavours to pay out any residual balances that subsequently accrue (so long as you are a Verified Holder). If we are holding any money which becomes unclaimed money, we may account for that money in accordance with Applicable Law.
You agree that to the extent that when you acquire NZDS, you will make payment to the account specified by us in the manner specified by us which may include payment into our Trust Account (or NZDS wallet address).
We may, at our discretion, place limits on the amount of Trust Assets we may hold or accept to hold on bare trust for you.
We may delay transferring NZDS to you, until we are satisfied that we have received all relevant funds and such funds are cleared and unencumbered.
You must not use payment methods associated with NZDS as a way to transfer money for a purpose other than lawfully acquiring NZDS. We monitor transactions for illegal activity including money laundering or financial crime and you agree that we may report to the appropriate regulators any transactions that we consider to be suspicious.
We reserve the right to refuse, cancel or void (as appropriate) any transfer and/or payment made in connection with NZDS if we suspect that the payment method used was obtained or used fraudulently or unlawfully.
- Issue of new NZDS
If you are a Non-Verified Holder, you can become a Verified Holder at any time by contacting us in order to complete our verification requirements in accordance with Applicable Law and our policies.
If you are a Verified Holder, you may apply to us for the issuance of new NZDS from time to time.
You must read the disclosure materials for NZDS on the Website as well as the Techemynt Risk Statement before advising us that you wish to apply for an allocation of NZDS, and in acquiring NZDS you confirm you have read and understood all such available materials.
Subject to you having complied with our anti money laundering, and CDD requirements, and these Terms, where you have applied to acquire NZDS and we have allocated NZDS to you, you will be required to make payment in accordance with these Terms.
We generally process requests for NZDS each Business Day. Daily cut-off times are at our discretion and may vary. If your request is received after the relevant daily cut-off time, it will be processed on the next Business Day. When you place a request to buy NZDS this forms a commitment from you. You may be able to cancel your unprocessed requests through the Website. But you cannot cancel requests already processed by us.
Acceptance of requests via our Website and execution of those requests is at the sole discretion of us and subject to change at any time without notice.
We may put limits on certain requests or types of requests.
We reserve the right to treat as void from the outset any request or transaction (whether completed or not) containing or based on any manifest error. In the absence of our fraud or wilful default, we will not be liable to you for any loss, cost, claim, demand or expense following any manifest error.
The recording by us, in whatever form, of an instruction will be conclusive evidence of the contents of that instruction.
We may execute a request for an investment with any counterparty, at our election.
We retain the discretion to refuse to process a request if you have failed to provide sufficient funds, time being of the essence.
Neither we nor any of our associated parties are responsible for any delay in the settlement of NZDS resulting from circumstances beyond our control, or the failure of any other person or party (including you) to perform all necessary steps to enable completion on the settlement date. We cannot commit to initiating settlements in real time and users of the Website and/or the NZDS acknowledge and accept the risks associated with exchange and price movement.
You acknowledge and agree that we do not own, control or have an influence over the Ethereum network, and make no warranties or representations regarding their security, effectiveness or proper functioning.
- Redemption of NZDS
Where a Verified Holder redeems an NZDS in accordance with these Terms and the Bare Trust Deed, the transfer will be processed by way of the withdrawal of the relevant Trust Asset from the trust account of the Trust Account Provider (or liquidation of any Cash Equivalents) and payment to the Verified Holder, less any deductions permitted under these Terms, followed by cancellation of the NZDS.
Redemptions of NZDS are subject to the following conditions:
- Persons wishing to redeem NZDS must open an Account on the Website and become designated as a Verified Holder by us.
- The minimum redemption amount is NZ$100,000 unless otherwise agreed by us.
- Redemptions will only be permitted on a quarterly basis (i.e. a date in March, June, September or December) unless otherwise agreed by us.
- We reserve the right to charge a redemption administration fee of up to 50 basis points on the gross value of NZDS being redeemed.
- Redemption amounts will only be paid in New Zealand dollars to Nominated Accounts which we have completed all checks required for the purposes of Applicable Law.
- Redemptions may be subject to the realisation of Cash Equivalents.
To apply for a redemption of NZDS, please contact us at the following email address: [email protected]
- complete our process to become a Verified Holder (if you have not already done so);
- confirm the value of NZDS you wish to have redeemed;
- confirm your Ethereum wallet address;
- confirm your Nominated Account; and
- advise us of your preferred redemption timeframe.
- Transfer of NZDS
By virtue of these Terms and the Bare Trust Deed, where a Holder transfers an NZDS (a Transferor) to another Holder (a Transferee):
- the Transferor is deemed to direct us to hold the Trust Asset relating to that NZDS on bare trust for the Transferee;
- we cease to hold that Trust Asset on bare trust for the Transferor; and
- the Transferor ceases to have any beneficial or economic interest in that Trust Asset.
As noted above, however, merely holding NZDS does not create any contractual relationship with us. Your rights in respect of the NZDS are a matter of trust law only, and these are subject to Applicable Law, whereby you cannot become our customer in order to redeem NZDS until you create an Account with us (including allowing us to complete CDD).
- Availability of NZDS
We make no express or implied warranties or representations, and cannot guarantee that access to NZDS (including via the Website), will be available at all times or without delay or errors. You acknowledge that the Website may be interrupted and NZDS availability may be variable in certain circumstances.
We may at our absolute discretion suspend the operation of Techemynt (including the Website) for any reason. For example, suspension may be necessary for commercial, technical reasons, emergencies, legal, regulatory reasons, where we decide it is sensible for our or your protection, in periods of exceptional trading activity or to ensure the continued availability of other services.
Occasionally, we may need to suspend the Website to maintain or upgrade our systems. To improve and maintain the Website, we may from time to time request that you install updates and upgrades.
We will not be liable to you if our systems or services are unavailable to you for trading or information purposes for whatever reason.
Our fees are set out on our Website.
Verified Holders acquiring NZDS from us must pay fees to us in the manner and at the times specified in any agreement with us.
Verified Holders seeking to redeem NZDS must pay a redemption administration fee equal to 50 basis points calculated on the New Zealand dollar value of NZDS redeemed.
We may change our fees or charge additional fees or charges by giving notice through the Website. We will endeavour to provide you with reasonable notice of any new or amended fee or charge unless it is not reasonably practicable for us to do so (i.e. our bank, NBDT or service provider has charged us a new fee or changed the fees it charges us without our reasonable notice, etc).
You will be responsible for paying any other taxes, costs and fees applicable to your acquisition, holding or disposal of NZDS.
You acknowledge and agree that we may deduct from your Account any amounts due under this section.
- Outstanding fees and unpaid debts
If you default on any payment owed to us, we may immediately cancel, terminate and/or suspend any issuance of NZDS to you without having any resulting liability to you. If we need to take legal action against you for recovery of a debt then you will be liable for any and all costs and expenses incurred by us in recovering such debt.
- Third parties
As part of the sale, creation, distribution or transfer of NZDS we may rely on or direct you to third party platforms or distribution services (either through our arrangements with, or by connecting you with, the providers or those platforms or services). You are deemed to accept the terms and conditions of those platform or service providers, and will pay any fees, costs or other amounts payable to those providers. We will have no liability to you or any other persons in respect of your use of any such third party platforms or services.
Members of the Techemynt Group may receive remuneration from product and service providers for any administration, information, exchange or distribution services provided.
- Information on the Website
Unless otherwise stated, you are permitted to access, view, copy, print (in limited quantities) or temporarily store textual material published by us on this Website for your personal use only.
Any copyright notice on that information must be retained on the copy.
You are not permitted to reproduce, adapt, distribute or incorporate in any other work, in whole or in part, anything from this Website without written permission from us.
You may not create a link from any other website to any part of this Website, other than the homepage, without our express consent.
While we have endeavoured to ensure that the information on this Website is accurate, current and complete, we do not accept liability for any error, misstatement or omission. We may change the material on this Website at any time without prior notice. In the unlikely event that an unauthorised person makes changes to this Website, we do not accept responsibility for those changes.
We do not have any responsibility for the content of any information or offer document created by any third party and placed on this Website.
You are solely responsible for the actions you take in reliance on the content on this Website.
- Intellectual Property
By using the Website, you acknowledge and agree:
- we own or licence the Intellectual Property Rights in our brand, name, the software and associated technology, in the Website and all related materials. Except as expressly set out in these Terms, you have no rights in or to the Intellectual Property Rights or in any improvements or variations that may be made to the Website or any related materials;
- nothing in our Terms is to be construed as granting you any right to use any Intellectual Property Rights without our prior written consent or that of our licensors; and
- that you will not reverse engineer, decompile, disassemble, modify or create derivative works of the Website.
- Warranties, representations, liability and indemnity
The Website and NZDS are each provided on an “as is” and “as available” basis. We make no warranty or representation (either express or implied) about the Website or NZDS, including no warranty or representation that use of the Website or NZDS will be:
- uninterrupted, secure, or error-free (including free from viruses, vulnerabilities or other malicious code);
- of any quality (including of a merchantable quality), fit for a particular purpose, or non-infringing; or
- compatible with your device.
You acknowledge that the Website may not contain all information you require in order to evaluate whether or not you should acquire or dispose NZDS (or refrain from acquiring or disposing of NZDS). We do not warrant the accuracy or correctness of information displayed on the Website and give no warranties or guarantees or accept any liability (except that which cannot be excluded by law) in relation to the statements, representations and information displayed on the Website.
The exclusions and limitations in these Terms apply whether any claim or liability arises under contract, tort (including for our negligence), breach of a statutory duty or any other cause of action.
To the maximum extent permitted by law, you are responsible for all claims, liabilities, damages or costs incurred in relation to your use of the Website and NZDS, your breach of these Terms or any other Techemynt policy or any information you provide. You agree to indemnify us and each other member of the Techemynt Group, and hold us harmless, from and against all those claims, liabilities, damages or costs except:
- to the extent they result directly from our dishonesty, wilful misconduct or gross negligence; or
- in circumstances where our liability is not able to be limited under any applicable law.
As far as the law allows, we are not liable to you for any loss or damage you suffer in respect of the Website or NZDS except where caused by our gross negligence, wilful default or fraud. Matters for which we are not liable include (but are not limited to) the following:
- losses if you are unable to access the Website or relevant network or blockchain (for example, if you can’t transfer or receive NZDS);
- if the device you use to access the Website or relevant network or blockchain or to send or receive information doesn’t work properly or is not compatible with NZDS;
- any loss or damage arising out of your use or inability to use the Website/NZDS or its functionality;
- corruption or loss of data or other information;
- malware that may be transmitted to your computer by use of the Website or NZDS;
- losses or costs caused by unforeseeable circumstances outside our reasonable control, including (but not limited to) failures caused by problems with another system or network, third party data delays or errors, inability to communicate with market makers or other brokers, third party viruses or malware and the actions or failures of any counterparty or any other broker or agent, or their systems);
- where you have been fraudulent or careless or where you have breached our terms, in particular security requirements;
- any consequential or indirect losses arising from timing delays where we must comply with the law (for example losses where there are timing delays in transactions where we have to carry out money laundering, fraud or regulatory obligations such as delaying or blocking payments)
- losses related to the use, misuse or hacking of digital wallets.
You represent and warrant to us that you are not a “consumer” for the purposes of the Fair Trading Act 1986 and Consumer Guarantees Act 1993, however nothing in our terms is intended to limit any rights or remedies that you may have under those Acts.
To the maximum extent permitted by law, our total liability under these Terms, or in connection with NZDS, for any event or act in any calendar year, is capped at $10,000.
- Assignment, delegation and third parties
We may appoint any person (whether connected to us or not) to advise on or perform any of our functions or responsibilities under our terms. We will satisfy ourselves that any person to whom we delegate any of our functions or responsibilities is competent to carry out those functions and responsibilities. We may assign and novate our rights and obligations under these Terms in whole or in part to any person. Any member of the Techemynt Group is entitled to enforce any provision of these Terms, as a named beneficiary for the purposes of the CCLA.
You may not assign your rights to your Account or our services to any other person without our prior written consent.
- Complaints and disputes
If you have a complaint, please let us know straight away by getting in touch with us via the help function in the Website or email us on [email protected]
If you are dissatisfied with the outcome of our internal process, you can contact the Insurance and Financial Services Ombudsman which is an independent approved dispute resolution scheme that can help sort out unresolved complaints. This service is free of charge.
The contact details for the Insurance and Financial Services Ombudsman are:
|Freephone:||0800 888 202|
|Physical address: ||70 The Terrace, Wellington, New Zealand|
You agree that any dispute or disagreement arising out of or in connection with these Terms and NZDS which cannot be settled by the Insurance and Financial Services Ombudsman, will be settled by arbitration by a sole arbitrator in accordance with the Arbitration Act 1996 (NZ) and its amendments and the AMINZ Arbitration Rules current at the time arbitration is commenced. The place of arbitration will be Auckland, New Zealand and the law applicable to the arbitral proceedings and the matters in dispute will be New Zealand law.
- Termination and closure
Without affecting any other right or remedy available to us, and except where our specific terms say otherwise, we may terminate our relationship with you and these Terms with immediate effect, at any time, by giving written notice to you, if:
- you fail to pay any amount due under our terms on the due date for payment and remain in default for more than 10 Business Days after being notified in writing to make such payment;
- you breach any of our Terms and such breach is incapable of remedy or (if such breach can be remedied) you fail to remedy that breach within a period of 10 Business Days after being notified in writing to do so;
- you are unable to pay your debts as they fall due;
- we have reasonable grounds for believing you have committed or are about to commit a crime in connection with your use of the Website or NZDS;
- it appears that you are situated in or operating from a jurisdiction other than a Permitted Jurisdiction; or
- we are required to terminate our agreement with you by any competent regulatory authority or as a matter of law.
In addition to the right to terminate set out above (including in our specific terms), either party may terminate our agreement and these Terms for any other reason, by giving the other party at least 10 Business Days’ notice.
Termination shall be without prejudice to the completion of transactions already initiated under these Terms. Unless specifically prohibited, we will complete such transactions as soon as practicable, provided that you pay us all outstanding amounts owing to us under these Terms.
On termination of our agreement you will pay us all outstanding costs, fees, charges or expenses relating to any transactions already initiated prior to termination. If we terminate this agreement in accordance with any of the first four bullet points set out above, you also agree to pay us any expenses necessarily incurred by us in terminating our agreement and in concluding outstanding obligations and you will bear any losses necessarily realised in concluding any outstanding obligations.
On termination, unless we agree otherwise with you in writing, we will return your entitlement to the Trust Assets in the form of an NZDS redemption under these Terms (after deducting fees, costs and charges, and any amounts owing to us) to you, subject to you being a Verified Holder if not already (i.e. our completion of CDD on you to our satisfaction) and your satisfaction of the conditions for NZDS redemptions in these Terms. We may (but are not obliged to) agree to continue to hold Trust Assets for you. We will not refund any part of any fees, costs, or charges already incurred. Upon completion of the redemption we will close your Account.
By using our Website, opening an Account, or acquiring, using or disposing of NZDS, you accept that it is up to you to understand whether and to what extent, any taxes apply to NZDS or transactions you conduct in relation to NZDS. We accept no responsibility for, nor make any representation in respect of, your tax liability.
If we do not insist that you perform your obligations under our terms, it does not mean you do not have to. Similarly, if we do not enforce our rights under our terms, or we delay in doing so, it does not mean we have given up those rights.
Each term of these Terms and our specific terms operates separately. If any court of competent authority decides that any of them are unlawful or unenforceable, the other terms will remain in full force and effect.
You may not assign, transfer or sub-contract any of your rights or obligations under these Terms without our prior written consent.
We may assign, transfer and sub-contract any of our rights and obligations under these Terms in whole or in part to anyone.
We may provide you with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication through the Website.
If any part of these Terms is, or becomes, legally invalid or unenforceable, then that part will be removed or amended as necessary and the remainder of these Terms will continue to apply.
If we do not exercise or enforce any rights available to us under these Terms, that does not constitute a waiver of those rights.
These Terms may not be construed adversely to a party, just because that party prepared, or procured the preparation of, these Terms.
Any reference to any document, including these Terms, includes a reference to that document as amended or replaced from time to time.
A reference to an enactment or any regulation is a reference to that enactment or regulation as amended or substituted, and a reference to an enactment includes regulations made under that enactment.
Our rights under sections 6, 12, 13, 15, 16, 19, 20, 23 and 26 survive the termination of this agreement.
- Relationship with the Trusts Act 2019
To the maximum extent permitted by law, the provisions of the Trusts Act 2019 will not apply to any duties we may have as a bare trustee under these Terms or the Bare Trust Deed, or to the maximum extent they may be modified will be modified by reference to these Terms or the terms of the Bare Trust Deed. For the avoidance of doubt, you agree that the default duties set out in sections 29 to 38 of the Trusts Act 2019 do not apply to us, pursuant to section 28 of the Trusts Act 2019.
- Governing law
These Terms are governed by New Zealand law and the Courts of New Zealand have exclusive jurisdiction if there is a dispute.
- Definitions and interpretation
Account means your account with us, which enables you, as a Verified Holder, to apply to acquire NZDS from us in exchange for New Zealand dollars or request for your NZDS to be redeemed in exchange for delivery of Trust Assets (in the form of New Zealand dollars).
AML/CFT Act means the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (New Zealand).
Applicable Law means all statutes, regulations, rules, bylaws, orders in Council, proclamations, notices, warrants, instruments, orders of any court or tribunal, regulatory guidance or instructions and relevant industry codes of practice, including any common law and equity, that are applicable to these Terms, NZDS, or our or your conduct in relation to these Terms or NZDS, including without limitation, the Trusts Act, the AML/CFT Act, FATCA and the CRS.
Bare Trust Deed means the bare trust deed under which we agree to hold Trust Assets on bare trust for Holders.
Business Day means any day excluding Saturdays, Sundays, and statutory holidays in Auckland, New Zealand.
Cash Equivalents means New Zealand dollar denominated investments that are short term investments (excluding equity securities) which are readily convertible into cash without incurring any significant premium or penalty.
CCLA means the Contract and Commercial Law Act 2017 (New Zealand).
CDD means our customer due diligence on a person for the purposes of our compliance with Applicable Law.
CRS means the Automatic Exchange of Information and the Common Reporting Standard.
Cryptoasset means any blockchain-based, or digital representation of an, asset, token or digital currency, such as Bitcoin, Ether or any other digital, virtual or crypto currency.
FATCA means the Foreign Account Tax Compliance Act.
FMCA means the Financial Markets Conduct Act 2013 (New Zealand).
Holder means a person recorded as a holder of an NZDS on the Ethereum network (or such other blockchain as we may determine to use from time to time for this purpose).
Intellectual Property Rights means any and all vested, contingent and future intellectual property rights, including but not limited to copyrights, patents, trademarks, service marks, design rights (whether registered or not), know how, trade secrets, inventions, set-up and any applications for the protection or registration of these rights anywhere in the world.
NBDT means a non-bank deposit taker licensed under the Non-bank Deposit Takers Act 2013.
Nominated Account means an account of a Verified Holder held with a registered bank or NBDT.
Non-Verified Holder means a person who is not a Verified Holder.
NZDS means a digital token of a beneficial interest in a Trust Asset held on bare trust by us for the Holder pursuant to the Bare Trust Deed.
Permitted Exchange means a Cryptoasset exchange which we have agreed to list NZDS on for the purchase or sale of NZDS
Permitted Jurisdiction means jurisdictions specified by us from time to time on the Website, in respect of which residents of or investors located in those jurisdictions are permitted to apply to have NZDS transferred from us or hold NZDS.
Techemynt Group means Techemynt Limited, Techemy Advisory Limited, Techemynt Partners LP, Techemynt Markets Limited and any related body corporate as that term is defined in the FMCA.
Techemynt Risk Statement means the Techemynt risk statement in respect of NZDS published on the Website from time to time.
Terms mean these terms and conditions, as amended by us from time to time, and includes (where the context permits) the Bare Trust Deed.
Trust Account means the account held by Techemynt with a registered bank and/or NBDT on behalf of Verified Holders for the purpose of receiving, holding and transmitting New Zealand dollars matched to NZDS.
Trust Account Provider means a NBDT or registered bank in which Trust Assets in the form of New Zealand dollars are held
Trust Assets means:
- New Zealand dollars held by the Bare Trustee in an account with a Trust Account Provider; or
- where we are directed to do so by Techemy Advisory pursuant to its authority to do so on behalf of Holders under these Terms, Cash Equivalents as determined from time to time by Techemy Advisory.
Trusts Act means the Trusts Act 2019 (New Zealand).
Verified Holder means a Holder who has met the eligibility and CDD requirements in these Terms, under Applicable Law and our policies and who has been designated by us to be a Verified Holder (such authorisation not having been withdrawn).
Website means the Website available at www.techemynt.com and any other website operated and maintained by us.
In our Terms:
- words importing the singular include the plural and vice versa;
- headings are for convenience only and do not affect the interpretation of these Terms;
- an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any government agency as well as an individual;
- references to any legislation or any clauses of any legislation (including regulations and orders) include that legislation or provision as from time to time amended, re-enacted or substituted, and any statutory instruments, regulations and orders issued under any such legislation or provision; and
- references to a document or agreement include that document or agreement as amended, supplemented or replaced from time to time.