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Terms & Conditions

Terms & Conditions

1. Acceptance

These Terms and Conditions apply to your access to, and use of, this website (“Site”) and the services. By using this Site, or by registering to use our services, and/or using the services themselves, you ("You”, “Your” or “Yourself") agree to accept and comply with these Terms and Conditions and any policies referred to in these Terms and Conditions. You should read the entire Terms and Conditions carefully before You use this Site or any of the services of this Site (“Services”).

The term "Token Room" or “we” or “our” is a reference to the company TOKEN ROOM LIMITED, including without limitation, its owners, directors, investors, employees or other related parties. Depending upon context, "Token Room" may also refer to the Services, products, Site and content provided by Token Room. The Service operated by Token Room allows buyers ("Buyers"), to buy and transfer value tokens or cryptocurrencies (“Tokens”).

It is Your responsibility to follow the rules and laws in Your country of residence and/or country from which You access this Site. If You do not accept these Terms and Conditions You must not access this Site or take advantage of the Services. By opening a user account on the Site ("Account"), You expressly represent and warrant that You have read, accepted and understand these Terms and Conditions.

These Terms and Conditions may be amended by Token Room from time to time.  The updated Terms and Conditions will be uploaded to the Site outside of Token Room’s trading hours, which are 10am-11pm Monday to Saturday (New Zealand time) (“Trading Hours”).  If You continue to use this Site or the Services after any such amendments have come into force, You will be deemed to have accepted the updated terms and conditions.  Each time you buy Tokens through the Site, you will be entering into a binding contract with Token Room on the then current Term and Conditions. 

2. Opening an Account

Token Room’s Services involve the purchase of Tokens by Token Room on Your behalf.  In order to take advantage of the Services:

  1. You must enter the information required to open an Account by following the registration process set out on the Site; and

  2. if You satisfy Token Room’s Anti Money Laundering checks and our other registration criteria, an Account will be opened in Your name and You will become a registered member of the Site (“Member”).

3. Purchasing Tokens

If You want Token Room to purchase Tokens on Your behalf:

  1. You must inform Token Room of the number of Tokens You wish to purchase by placing an order during Trading Hours.

  2. Token Room will quote You a price for the number of Tokens you wish to purchase, which may include a commission of up to 10% inclusive of all transaction fees payable to Token Room (“Price”).  The Price is valid at the time of providing the quote and is subject to change (please refer to clause 4).  Token Room is under no obligation to accept an order, and may reject any order in its sole discretion.

  3. You must accept the quote provided by Token Room and pay the Price to Token Room during Trading Hours.  Any delay by You in providing this acceptance is likely to impact the amount of Tokens you will receive for the Price (please refer to clause 4).  If You do not accept a quote within thirty minutes, Token Room will not purchase the Tokens on Your behalf. 

  4. Subject to clause 4, Token Room will purchase the requested number of Tokens on your behalf within two hours of receiving Your acceptance of the quote and payment of the Price.

  5. Token Room will transfer the Tokens to Your nominated wallet.  You are solely responsible for ensuring that Your wallet details that you have provided to Token Room are correct.

Accepting a quote provided by Token Room in accordance with the process set out above, and payment of the Price is final, and You are unable to retract Your acceptance or seek a refund of the Price once received by Token Room. Token Room is not responsible for any delay in the settlement of any purchase of Tokens resulting from circumstances beyond Token Room’s control, or the failure of any other person or party (including You) to perform all necessary steps to enable completion of Your purchase. Token Room will carry out any purchase solely as your agent.

4. Client Money

Client Money (as that term is defined in the Financial Advisers Act 2008) is money received from you for your benefit, held pending the purchase of Tokens which are financial products. Token Room treats all money received from You to purchase Tokens as Client Money, i.e. whether or not the Token is a financial product. Your Client Money is held by us on trust for You and is segregated from Token Room’s own funds. Client Money may be held in a “pooled account”, alongside the Client Money of other customers of Token Room.

Client Money is deposited in a registered bank in an account in the name of Token Room. The banks Token Room uses are independent of Token Room, and Token Room does not accept liability for any default or delay in the distribution of Client Money as a result of their failure. If Token Room is unable to use any Client Money for its intended purpose, Token Room reserves the right to return any Client Money to You. If Token Room is holding any money which becomes unclaimed money, Token Room may account for that money in accordance with the Unclaimed Money Act 1971.

[Money received from You for your benefit, including money held pending the purchase of Tokens, may attract interest from the bank at which it is deposited. You consent to such interest being deducted from that bank account and retained by Token Room as part of Token Room’s fee for undertaking any purchase of Tokens on Your behalf.]

5. Brokerage of Tokens

Token Room will keep records of all Tokens purchased on Your behalf. All Tokens purchased on your behalf will be held on trust by Token Room for You. Token Room will comply with its legislative obligations where it provides a broking service under the Financial Advisers Act 2008.

You confirm that all Tokens held for You are only held as part of completing a purchase of Tokens initiated by You. Token Room does not provide any custodial services (as that term is defined in the Financial Advisers Act 2008).

You confirm that You are the beneficial owner of, or that you are the sole trustee on behalf of the beneficial owner of, any Tokens purchased by Token Room for You.

6. Coin volatility disclaimer

You acknowledge as a customer of Token Room that due to the volatility in the price of Tokens the actual number of Tokens You receive may differ from the expected number based on the prices displayed on our website or the communicated to you at the time You place an order. You will receive Tokens based on when they are purchased by Token Room (see clause 3 above). 

You accept that Token Room is not liable if You receive fewer Tokens than You initially expected, due to changes in the price of Tokens after You have placed Your order and paid the Price.

7. Risks

The trading of cryptocurrencies involves significant risk. Prices can and do fluctuate on any given day. Due to these price fluctuations, Your digital assets may increase or decrease in value at any given moment. In any market, and potentially more so in the cryptocurrency market, there is an inherent risk that losses will occur as a result of buying, selling or trading cryptocurrency.

Due to often light or non-existent regulation, participants rely on the decentralized nature of the blockchain its underlying decentralised peer to peer networking and cryptography to maintain integrity. Before investing in cryptocurrencies, You should carefully assess whether Your financial situation and tolerance for risk is aligned with the risks around cryptocurrencies. We suggest that if You are in any doubt that You contact a financial advisor or seek other professional advice. 

8. Maintaining Your Account

We are vigilant in maintaining the security of our Site and the Service. By registering with us, You agree to provide Token Room with current, accurate, and complete information about Yourself as prompted by the registration process, and to keep such information updated. You further agree that You will not use any Account other than Your own, or access the Account of any other Member at any time, or assist others in obtaining unauthorized access to the Site or any Account.

The creation or use of someone else’s Account without obtaining the prior express permission from Token Room will result in the immediate suspension of all said Accounts and no further purchases will be facilitated. Any attempt to do so or to assist others (Members or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Accounts of such Members (including Your Account) being terminated.

9. Confidentiality

You are responsible for maintaining the confidentiality of Your Account information, including Your user name and password, safeguarding Your own cryptocurrencies, and for all activity (including transactions) that are posted to or transacted through Your Account. You are required to notify Token Room immediately of any unauthorized use of Your or another Member’s Account or password, or any other breach of security.  Any Member who violates these rules regarding confidentiality will have their Account terminated.

You agree to keep confidential all information disclosed to You by Token Room under or in relation to these Terms and Conditions and the Services and agree to only use such information to the extent necessary to comply with Your rights or obligations pursuant to these Terms and Conditions, as otherwise agreed between You and Token Room, or as required by law.  

You agree not to disclose any trade secrets, know how, designs, methodologies, processes, software and hardware configuration, techniques or other information of Token Room to any third party.  This clause does not apply to the extent disclosure is required by law, or to any information which is publicly available (other than information that is publicly available due to disclosure by You).

10. Intellectual property

All information on this Site is protected by copyright.  Token Room are the owners, or are licensed users, of all intellectual property rights used on or in connection with this Site, including (but not limited to) the information, material, content (including rights in text, graphics, arrangement and design) and trademarks used on this Site, but excluding your personal information.

Nothing in these Terms and Conditions constitutes a transfer or licence of any of our intellectual property rights, including any intellectual property rights that we have in and to the information, material or content that is displayed or available on the Site.

You agree and acknowledge that You will not adapt, reproduce, store, distribute, display, publish or create derivative works from any information, material, content and trade mark on this Site without Token Room’s prior written permission.

11. Availability

All Services and the Site are provided without warranty of any kind, either express or implied. You acknowledge and understand that the Site may not operate on a continuous basis, and may be unavailable from time to time (including for maintenance purposes).  Token Room does not warrant that Your access will be uninterrupted, or that there will be no delays, failures, errors, omissions or loss of transmitted information.  Token Room may, at any time and for any reason, make the Site, or any part of the Site, unavailable to You or any other person without notice. However, if the Site becomes unavailable and Token Room is not able to purchase Tokens within the timeframe set out in clause 3, Token Room will refund You the Price that you have paid, in full.

12. No implied warranties for information on this Site

All implied warranties as to the accuracy, currency, completeness, fitness for purpose or usefulness of the information contained in this Site are excluded, to the extent permitted by law.

13. Limitation of Liability

To the extent permitted by law, neither party will be held liable for any damages, costs, liabilities, losses (including loss of profit, revenue, business, opportunity, or indirect or consequential losses) unless the loss suffered arises from the negligence or wilful deceit or fraud of the other party.

Nothing in these terms excludes or limits the liability of either party for fraud, death or personal injury caused by its negligence, breach of terms implied by operation of law, or any other liability which may not by law be limited or excluded, including any liability that may arise under the Consumer Guarantees Act 1993.

Token Room will have no liability to You if Token Room is unable to perform the Services due to factors beyond its reasonable control, including, but not limited to, change of law, change in sanctions, policy or an event of force majeure. 

You are responsible for ensuring that You are protected against viruses, worms, trojan horses, spyware, malware or other items of a destructive or harmful nature, and Token Room will have no liability for any damage or losses You incur in this regard.

Subject to the foregoing, each party’s aggregate liability in respect of all claims arising out of or in connection with Your use of the Site and/or the Service, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the greater of either (a) the value of Tokens held in Your Account less any amounts You owe to Token Room; or (b) the value of the transaction(s) that are the subject of the claim less any amounts You owe to Token Room.

14. Indemnity

You hereby agree to indemnify and keep indemnified Token Room, and its directors, officers and employees against any action, liability, cost, claim, loss, damage, proceeding or expense (including legal expenses) suffered or incurred (directly or indirectly) arising from Your use the Site, Token Room’s Services, or from Your breach of these Terms and Conditions (but only to the extent that Token room has not contributed to such action, liability, cost, claim, loss, damage, proceeding or expense).

15. Your use of this Site

You agree not to use this Site to:

  1. upload, post or otherwise transmit or disseminate any software, material, comment or information that is unlawful, tortious, defamatory, pornographic, indecent, harmful, invasive of privacy rights, abusive, or otherwise objectionable;

  2. infringe the copyright or other intellectual property rights of any other person;

  3. undertake any purpose that is unlawful or not permitted by these Terms and Conditions or contemplated within the ordinary use of this Site;

  4. interfere with the operation of this Site via the use of viruses, programs or technology designed to disrupt or damage software or hardware, including damaging, disabling, overburdening or impairing this Site or interfering with any other Member’s use of this Site;

  5. employ a robot, spider or other process or device to harvest e-mail addresses or other information or to monitor activity on this Site;

  6. obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through this Site;

  7. impersonate another person or entity or to forge any e-mail communication or message; or

  8. perform criminal activity of any sort, including but not limited to, money laundering, illegal gambling operations, terrorist financing, or malicious hacking.

16. Privacy

You agree that our Privacy Policy applies to any personal information that Token Room collects, uses, holds or discloses about You. 

17. Links to and from this Site

From time to time this Site may include links to other websites.  Those websites are not under Token Room’s control.  Token Room do not endorse, and are not responsible for the content, validity, accuracy or Your use of, those websites.  You should check the terms and conditions of use of those websites and any privacy policy before You use them as they may be different to those governing this Site.  You may not create a link to this Site from another website without our prior written consent, which may be given, withheld or retracted at Token Room’s sole discretion.

18. Anti Money Laundering (AML) Policy

Token Room is bound by New Zealand law to take steps to ensure that it is not involved in the facilitation of money laundering or counter terrorism financing. Token Room is a registered Financial Services Provider and is required under law to report suspicious activity.

Token Room has put measures in place to assist in the identification, prevention and reporting of attempts to use Token Room to illegally engage in laundering money, commit fraud or conduct illegal activities such as terrorism and drug trafficking.

Token Room does this through:

  1. Requiring customers to undergo a verification check to confirm identity before their registration application is approved;

  2. Only accepting Fiat currency deposits from a bank account held in the same name as the one registered with Token Room; and

  3. Recording and reporting any suspicious activity to the relevant authorities.

19. Tax

You confirm that you are responsible for any tax consequences arising from Your purchase of Tokens, and that Token Room consequently has no liability for you for any tax consequences arising from Your purchase of Tokens.

20. Severability

If any provision of these Terms and Conditions becomes or is held invalid, unenforceable or illegal (whether partly or in full) for any reason, that provision (or part of that provision) will be severed from the remaining Terms and Conditions, which will continue in full force and effect.

21. Complaints

If You have a complaint about the service provided by Token Room, please contact hello@tokenroom.co.nz so that we can organise a time to discuss your complaint.

If Token Room fails to resolve a complaint to your satisfaction, or if the complaint remains unresolved after two months following receipt of the complaint by Token Room, you can also direct your complaint to the Financial Dispute Resolution Service at FDRS, Freepost 231075, PO Box 2272, Wellington 6140, or call 0508 337 337 or email enquiries@fdr.org.nz.

22. Governing law

These Terms and Conditions, Your use of this Services and this Site, any information contained on it, and any dispute arising out of such use of the Services and this Site are subject to the laws of New Zealand.  You submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to these Terms and Conditions, Your use of the Services and this Site and any dispute arising out of such use of the Services and this Site.

 

Important notice

New registrations are welcome, however purchasing via Token Room is temporarily disabled.

The Token Room team would like to thank all our current and future customers for your support whilst we work through our current banking challenges.

If you missed the news “Despite full disclosure with our bank from the outset and attempts to work with them to review and adapt our policies and procedures, they have declined to engage or review any of our policies and sadly we have been unable to resolve this matter at this time.”

Token Room is, and will continue to be committed to meeting and exceeding all of our current legislative requirements. We have extensive AML policies, procedures and Customer Due Diligence procedures in place. At times our vigilance in this area has frustrated some of you however, this was always performed to ensure that we were compliant and could continue enabling Kiwis to build their Digital Asset Portfolios

If you are not yet registered with Token Room, simply click the ‘I understand’ button below and begin the registration process.

Registered customers will be notified via email when this matter is resolved.

Stay tuned by following us on Facebook: https://www.facebook.com/tokenroom.co.nz/

Or following us on Twitter:

https://twitter.com/tokenroom

With thanks from Paul and the Token Room team

 

I Understand