Legal

Last updated: September 2023

1. Your agreement

These Terms relate to your rights and your obligations to us in connection with NZDD, any Account you hold with us and our Website.

When we say ECDD, we, us or our, we mean ECDD Limited.  We also refer to ECNZ Limited , a related company, which may direct us in certain cases in accordance with these Terms or the Bare Trust Deed.

An NZDD is a digital representation of ownership of a New Zealand dollar (or Cash Equivalent) Trust Asset held on bare trust by ECDD, 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 Contracts and Commercial Law Act 2017 .

Please note that merely holding NZDD does not create any contractual relationship with us.  Your rights in respect of the NZDD are a matter of trust law only, and these are subject to Applicable Law, whereby you cannot become our customer in order to redeem NZDD until you create an Account with us (including allowing us to complete Customer Due Diligence or CDD ).

When we talk about you or your, we mean you, a person who creates an Account or accesses the Website.  Where applicable, this can include 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 read, understood and acknowledge the ECDD Risk Statement and our Privacy Policy;
• you have legal capacity and all necessary authority to enter into these Terms; and
• you understand the risks involved and have sufficient knowledge and experience in Cryptoassets, to enable you to evaluate the terms, value and risks associated with NZDD.

2. NZDD

ECDD issues and, subject to certain conditions described below, redeems NZDD.  

Subject to these Terms, NZDD may be used, kept or exchanged online wherever parties are willing to accept them.

You may acquire NZDD:

• if you are a Wholesale Investor, 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 Permitted Exchanges; or Decentralised Exchange venues
• from other people, by a peer-to-peer transaction on using blockchain networks.

In order to get your NZDD 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 can only make a deposit of fiat currency and receive NZDD if you are a Wholesale Investor. You can only and redeem NZDD if you are a Wholesale Investor. 

In order to trade with ECDD, you will need to create an Account, complete Customer Due Diligence (CDD) and provide us with details of a Nominated Account held with a registered bank or relevant wallet address (as applicable).

If you acquire NZDD 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 NZDD 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 NZDD in section 9 below.

According to the conditions outlined in the Bare Trust Deed, as a Holder, you possess the beneficial interest in the Trust Assets associated with your NZDD. This empowers you to instruct us, acting as the bare trustee, to release New Zealand dollars by withdrawing the Trust Assets and transferring them to you. However, this is contingent upon you establishing an Account with ECDD and becoming a Verified Holder (by meeting the eligibility and CDD requirements), as it is necessary for us to comply with legal requirements in fulfilling your request.

Upon withdrawal of any Trust Assets from the Trust Account, any associated NZDD redeemed by us will automatically be burned and no longer form part of the supply of NZDD in the market.

Holding NZDD does not make you a creditor of ECDD or any member of the ECDD Group.  We do not promise to pay you any amount in relation to NZDD out of our own funds.

An NZDD is neither issued nor guaranteed by any country or jurisdiction and does not have the status of legal tender in any country or jurisdiction.  NZDD 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 ECDD, and ECDD is not accountable to you for any income, interest or gain on the Trust Asset or the NZDD.  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.

NZDD are not financial products (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.

ECDD cannot provide an assurance that the value of one NZDD will consistently remain at 1 NZD on external platforms. The value of NZDD on third-party platforms, including cryptocurrency exchanges and DeFi platforms, may vary above or below 1 NZD ($1) due to various factors beyond ECDD’s influence. ECDD does not have authority over how third parties quote or assess the value of NZDD. ECDD cannot be held accountable for any losses or complications arising from fluctuations in the value of NZDD.

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 NZDD.  If we cease issuing NZDD we will, where possible, give you notice of a timeframe within which you must redeem your NZDD for New Zealand dollars, subject to the satisfaction of our conditions for redemptions in these Terms.  Any remaining NZDD will, after this time, be withdrawn and, if you are a Verified Holder, the matching New Zealand dollar amount paid to your 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 burn your NZDD and distribute the underlying amount in accordance with the Unclaimed Money Act 1971. 

We will action any transfer of new NZDD to you, or your redemption request, as soon as reasonably practicable, subject to these Terms and the Bare Trust Deed.  However, there may be a delay as a result of events outside of our control, including as a result of a sudden increase in a volume of requests on ECDD, regulatory changes, issues with the blockchain networks, delays with any New Zealand registered bank or as a result of a request coming through outside of normal business hours.

3. Limitations and risk warnings

Please read the ECDD Risk Statement carefully for a non-comprehensive summary of some of the risks that you must understand before you use the Website or acquire NZDD.

We do not offer financial, tax, accounting or legal advice in connection with your acquisition or use of NZDD.

We do not underwrite or guarantee the Trust Assets or NZDD 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 should not be taken as investment, financial or tax advice in any jurisdiction.

The primary objective of each NZDD is to maintain a value equal to 1 NZD. To issue 1 NZDD, ECDD  ensures that a corresponding 1 NZD (or an equivalent value of NZD-denominated assets) is held on bare trust under the Bare Trust Deed. ECDD commits to redeem 1 NZDD for 1 NZD, subject to these Terms and the Bare Trust Deed. However, the price of NZDD in the market can go up or down 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 NZDD. 

Acquiring and owning Cryptoassets such as NZDD is speculative and potentially high risk.  You may lose some or all of the value of NZDD or you may not be able to sell or transfer your NZDD.  You should not acquire digital tokens unless you can afford to lose the amount paid without hardship.

4. Your responsibility in respect of NZDD

If you are acquiring NZDD, it is your responsibility to ensure you understand all the associated risks, including those set out in the ECDD 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 NZDD, or in relation to the performance, value of or benefits associated with NZDD;
• as to any rights or obligations you may have as a holder of NZDD (whether you are a Verified Holder or Non-Verified Holder); or
• the success of any business or project related to NZDD, including ECDD.

We, our officers, employees, agents and contractors do not provide any advice in relation to NZDD. You must not rely on anything we say as intended to:

• pass judgement on the merits of NZDD; or
• make any recommendation regarding the advisability of acquiring, using or disposing of NZDD.

You recognise and accept that owning or holding NZDD does not grant you any rights or authority over ECDD, its Directors, officers, advisers, employees, or associates. You have no ownership rights, control, or interest in ECDD.

5. Creating an Account

You can use the Website, open and retain an Account 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;
• you have the capacity and authority to agree to our Terms; 
• 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; and
• you continue to comply with the Terms.

You can only make a deposit of fiat currency and receive NZDD if you are a Wholesale Investor. You can only and redeem NZDD if you are a Wholesale Investor. 

If any of this changes you must tell us straight away.

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 country other than New Zealand, and, if requested, provide the relevant tax identification number(s).

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 or 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 NZDD.

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.

6. 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 NZDD 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 NZDD or New Zealand dollars to.
• Notifying ECDD of any security breaches or unauthorised access to your account. 

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.

ECDD retains the right to "block" specific NZDD holder addresses and temporarily or permanently freeze the associated NZDD in those addresses. This decision is made at ECDD’s sole discretion, including where ECDD considers there may be potential illegal activity or a violation of these Terms. These blocked addresses may result in the freezing of NZDD if you send or receive funds to/from them. Additionally, ECDD may take steps to terminate your Account. See section 23 for further details on termination.

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 to do so, we will notify you if we propose to block or have blocked access to your Account and give you reasons for doing so. We may, however, be restricted by law from 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.

In certain situations, ECDD may find it necessary to report suspected illegal activity to law enforcement agencies, which could lead to the forfeiture of your NZDD rights, including the ability to redeem NZDD for NZD. Furthermore, ECDD may be compelled to freeze or surrender the associated NZDD and/or NZD if a valid government authority issues a legal order requiring such action. 

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.

Where we change the access to our functionality of the website, however, this will not affect your interest as a beneficiary in the Trust Assets associated with your NZDD. Where you cannot access your Account via the Website please contact us directly.

We may restrict or block your access to your Account or our Website should we form the view that you have breached any of the conditions above.

7. Communications

You can communicate with us via email at support@ECDD.com or through our Website contact us form. We are deemed to receive notice of a communication through email or the Website unless we can provide evidence of an error message. For the avoidance of doubt, any communication on any other communications channels except for those above, including but not limited to any social media channels do not constitute official communication from ECDD.

We will only act on instructions sent to that email address or using our website form. If we receive a communication (including an apparent instruction) relating to your Account in any other way, we may choose to either act or not on that communication, or to impose further requirements as we believe to be appropriate.

8. 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 notice of the change in accordance with this section 8.

Except where our specific terms state otherwise, we will use reasonable endeavours to 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 (including, without limitation, clarity, drafting and typographical amendments). Such changes to the Terms may take effect immediately and will be made available on the Website.

By continuing to acquire or use NZDD, 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 NZDD holding, as well as close your Account and cease using the Website.

9. 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 NZDD, nor can we charge or otherwise encumber them.

ECDD may hold a buffer of its funds in the Trust Account in order to facilitate clearance or redemptions more efficiently.

Trust Assets in the form of fiat currency 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.   

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 beyond the limits in these Terms for any default or delay in the distribution of NZDD 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 the Unclaimed Money Act 1971.

10. Payments

You agree that to the extent that when you acquire NZDD, you will make payments in a manner and to an account specified by us.

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 NZDD to you, until we are satisfied you are a Verified Holder and that we have received all relevant funds and such funds are cleared and unencumbered. 

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 NZDD if we suspect that the payment method used was obtained or used fraudulently or unlawfully.

11. Issue of new NZDD

You can only make a deposit of fiat currency and receive NZDD if you are a Wholesale Investor. You can only and redeem NZDD if you are a Wholesale Investor. 

If you have an Account with us and have been designated as a Verified Holder, you may apply to us for the issuance of new NZDD from time to time. You must read the these Terms and Conditions available on the Website as well as the ECDD Risk Statement before advising us that you wish to apply for an allocation of NZDD, and in acquiring NZDD you confirm you have read and understood all such available materials.

Subject to you having an Account with us, and having complied with our anti-money laundering, and CDD requirements, and these Terms, where you have applied to acquire NZDD and we have allocated NZDD to you, you will be required to make payment in accordance with these Terms.

We generally process requests for NZDD 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 NZDD 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 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 NZDD 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 desired settlement date. 

We cannot commit to initiating settlements in real time and users of the Website and/or the NZDD 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 any of the blockchain networks we may determine to use, and make no warranties or representations regarding their security, effectiveness or proper functioning.

12. Redemption of NZDD

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 redeem an NZDD for New Zealand dollars from time to time.

Where a Verified Holder redeems an NZDD 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 and payment to the Verified Holder, less any deductions permitted under these Terms, followed by cancellation of the NZDD.

Redemptions of NZDD are subject to the following conditions:

• Persons wishing to redeem NZDD 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 in our sole discretion.
• Redemptions will only be permitted at times as specified by us on the Website from time to time.
• We reserve the right to charge a redemption administration fee of up to 50 basis points on the gross value of NZDD 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 NZDD, please contact us at the following email address: redeem@ECDD.com.

• confirm the value of NZDD you wish to have redeemed;
• confirm the blockchain wallet address you will be sending from;
• confirm your Nominated Account; and
• advise us of your preferred redemption timeframe.

13. Transfer of NZDD to our nominated blockchain address.

Pursuant to the terms and provisions of the Bare Trust Deed and in accordance with New Zealand law, when a Holder (referred to as the Transferor) transfers an NZDD to another Holder (referred to as the Transferee), the following shall apply:

• 1. The Transferor is considered to instruct us to hold the Trust Asset associated with that NZDD on bare trust for the benefit of the Transferee.
• 2. We will no longer hold that Trust Asset on bare trust for the Transferor.
• 3. The Transferor ceases to have any beneficial or economic interest in that Trust Asset.

As noted above, however, merely holding NZDD does not create any contractual relationship with us.  Your rights in respect of the NZDD are a matter of trust law only, and these are subject to Applicable Law, whereby you cannot become our customer in order to redeem NZDD until you become a Verified Holder having an Account with us.

14. Availability of NZDD

We make no express or implied warranties or representations, and cannot guarantee that access to NZDD (including via the Website), will be available at all times or without delay or errors.  You acknowledge that the Website may be interrupted and NZDD availability may be variable in certain circumstances.

We may at our absolute discretion suspend the operation of ECDD (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.

15. Fees

In addition to our right to retain any interest earned on Trust Assets in accordance with these Terms, we may charge further fees as set out in these Terms or on our Website from time to time.

Verified Holders acquiring NZDD from us must pay fees to us in the manner and at the times specified in these Terms or any other agreement with us.

Verified Holders seeking to redeem NZDD may be asked to pay a redemption administration fee equal to 50 basis points calculated on the New Zealand dollar value of NZDD 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 NZDD.

You acknowledge and agree that we may deduct from your Account any amounts due under this section.

16. 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 NZDD 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.

17. Third parties

As part of the sale, creation, distribution or transfer of NZDD 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 ECDD Group may receive remuneration from product and service providers for any administration, information, exchange or distribution services provided.

18. 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.

19. Intellectual Property

By using the Website, you acknowledge and agree:

• we own or license 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.

20. Warranties, representations, liability and indemnity

The Website and NZDD 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 NZDD, including no warranty or representation that use of the Website or NZDD 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 NZDD (or refrain from acquiring or disposing of NZDD).  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 NZDD, your breach of these Terms or any other ECDD policy or any information you provide. You agree to indemnify us and each other member of the ECDD Group, and hold us harmless, from and against all those claims, liabilities, damages or costs except:

• where 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 NZDD 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 NZDD);
• 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 NZDD;
• any loss or damage arising out of your use or inability to use the Website/NZDD 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 NZDD;
• 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 NZDD, for any event or act in any calendar year, is capped at the lower of the value of the NZDD or $10,000.

21. 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 ECDD 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.

22. 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 support@ECDD.com.

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:

Website:	https://www.ifso.nz/
Email:	info@ifso.nz
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 NZDD 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.

23. 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 NZDD;
• 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 will be without prejudice to the completion of transactions already initiated under these Terms. Unless prohibited by Applicable Law, 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 otherwise provided for in accordance with these Terms or if we agree otherwise with you in writing, we will return your entitlement to the Trust Assets in the form of an NZDD 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 NZDD 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.

24. Tax

We accept no responsibility for, nor make any representation in respect of, your tax liability.

By using our Website, opening an Account, or acquiring, using or disposing of NZDD, you accept that it is up to you to understand whether and to what extent, any taxes apply to NZDD or transactions you conduct in relation to NZDD.  

25. General

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.

 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.

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.

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.

26. 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.

27. Governing law

These Terms are governed by New Zealand law and the Courts of New Zealand have exclusive jurisdiction if there is a dispute.

28. Definitions and interpretation

Account means your account with us, which enables you, as a Verified Holder, to apply to acquire NZDD from us in exchange for New Zealand dollars or request for your NZDD 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, NZDD, or our or your conduct in relation to these Terms or NZDD, 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.

Burn or Burning permanently removing tokens from supply

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.

ECDD Group means ECDD Limited, and any related body corporate as that term is defined in the FMCA.

ECDD Risk Statement means the ECDD risk statement in respect of NZDD published on the Website from time to time.

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 NZDD on the a blockchain network 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 Holder who is not a Verified Holder.

NZD or NZ$ means New Zealand dollars. 

NZDD 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 NZDD on for the purchase or sale of NZDD.

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 NZDD transferred from us or hold NZDD.

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 ECDD 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 NZDD.

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.

 

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.NZDD.com and any other website operated and maintained by us.

Wholesale Investor means a wholesale investor as defined in the FMCA.

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.