Terms of use

General Terms

1.          Introduction and application of the Terms

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1.1         How these Terms apply

These terms and conditions of use (Terms) apply to the Aera website and associated applications (the Platform) and the services (Services) operated and provided by Aera 22 Opco Limited (Aera, we, us or our).

Please read these Terms carefully. By accessing the Platform, Services or creating an Account with us:

(a)          you are acknowledging and agreeing that you have read and understood these Terms and are entering into a legally binding agreement with us and the Aera 22 Nominee Limited (the Trustee); and

(b)          where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

If you do not agree to these Terms, you must not create an Account and must cease using the Platform and Services immediately.

If there is any conflict between these Terms and any written or verbal communication between you and us or the Trustee, these Terms will take precedence.

Unless the context otherwise requires, capitalised words and phrases have the meaning set out in the Glossary (see clause 16).

1.2         Updates to the Terms

We may change these Terms by updating them on the Platform, in whole or in part, at any time.

We do not need to give you notice of changes (other than by updating them on the Platform) where there is no materially negative impact on you or where there are incidental changes.

Where a change is likely to have a materially negative impact on you, we will give you reasonable prior written notice in accordance with these Terms (see clause 15.1) where we are able to do so.

Unless stated otherwise, such changes take effect immediately. By continuing to access and use the Platform, you agree to be bound by the changed Terms.

1.3         Beta acknowledgement

The current version of the Platform is still in its Beta phase. This means that we are continuing to evaluate, develop and test and may ask you to provide comments and feedback on your user experience. Accordingly, you acknowledge and agree to the following:

(a)          We may contact you as reasonably required to obtain feedback on all aspects of the Platform and our Services on request.

(b)          We may terminate or suspend access to the Platform or our Services at any time for any reason by providing the Account Holder with written notice.

(c)          In the Beta phase, the Platform may contain mistakes and bugs and we accept no liability for these; our responsibility to you is to take reasonable steps to correct them once they are brought to our attention.

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2.          Your Account

2.1         Registering an Account

To access and use most of the functionality of the Platform and Services, you must apply to create an Account in accordance with the requirements of the Platform and these Terms.

You acknowledge that your Account may not be immediately activated on submitting your application. Once your Account has been activated, you may use the Services. We may decline to open an Account in our discretion.

It is free to create an account. You are responsible for the confidentiality and security of your Account (including your password) and accept all risk of any unauthorised use of or access to your Account.  You must immediately notify us if you become aware of any unauthorised access to your Account or suspect it has been subject to a security breach.

2.2         Eligibility

You can create an Account and use the Platform and our Services only if you meet, and continue to meet, the following criteria:

(a)          be resident in New Zealand or present in New Zealand at the time you access the Platform or apply to open an Account on the Platform;

(b)          be resident in New Zealand for Tax purposes;

(c)          beat least 18 years old;

(d)          have and continue to have a bank account with a New Zealand registered bank;

(e)          have and continue to have a valid email address and password;

(f)           provide accurate, complete and truthful information as required by us for any reasonable purpose, including Account opening and AML/CFT requirements; and

(g)          consent to us contacting you about your Account (including to verify the Personal Information that you have provided to us in your Account) or the Services.

2.3         Suspension or termination of an Account

We may suspend or terminate your Account at anytime if we consider, acting reasonably, that you are in breach of these Terms or we otherwise suspect that you are using the Platform to engage in any form of illegal, illegitimate, unethical or offensive conduct (such as money laundering or fraud), or where we are is required to do so to meet our legal requirements.

2.4         Personal Information

(a)          You authorise us, or third parties we may use, to take necessary steps to validate and authenticate your Account opening information, and any other information you provide to us, including for the purposes of complying with AML/CFT requirements.

(b)          If we are not satisfied with the outcome of such enquiries, we may terminate your Account immediately, refuse to let you create such an Account or take any other action necessary to comply with any applicable legislation, regulation or if required by one of our regulatory bodies.

(c)          If your information changes at any time, you must notify us immediately.

(d)          For more information on our collection, use and storage of Personal Information, please see our Privacy Policy.

3.          The Platform and the Services

3.1         How does the Platform work?

The Platform enables individuals and/or entities who sign up to the Platform to earn potential returns on money they invest with the Platform. Signing up to the Platform also grants an individual a default account which is linked to the Aera Visa Card.

Using the Platform, you can make investments in Underlying Assets available on the Platform. You can instruct the Trustee (via the Platform) to acquire, hold, or dispose (if you have any to dispose of) any of the Financial Products. The Trustee will hold your interests in the Underlying Assets on your behalf.

Using the Platform, you can make investments in accounts containing Underlying Asset Classes made available on the Platform. You can instruct the Trustee (via the Platform) to acquire, hold, or dispose (if you have any to dispose of) of your interest in these accounts. Once funds are invested in these accounts you will be paid a rate of return that is advised to you at the time. The Trustee will hold your interests in the Underlying Asset Classes on your behalf.

The Platform will generally be available 24 hours a day, 7 days a week.  

We do not assume any responsibility for any issues that arise if all or part of the Platform becomes unavailable from time to time for maintenance or other reasons.

3.2         Aera Visa Card

When you register an account and are successfully activated, a virtual card number will be generated for you. You may then choose to request an accompanying physical card from us, which will be sent to your nominated physical address.

You must activate your physical card once received prior to first use.

(a)          Your Aera Visa Card is issued by Oxygen Global Limited, an Associate Visa Member in New Zealand with whom we have contracted issuer services;

(b)          The Card programme is managed by Aera 22 Opco Limited;

(c)          Your money is held in trust by the Trustee at all times for the benefit of you;

(d)          You must contact us if you believe your Aera Visa Card has been lost or stolen;

(e)          You must not share your PIN with any other person.

3.3         Application of the FMC Act

We are subject to client money and client property obligations in respect of the Financial Products under the FMC Act. These obligations do not necessarily apply where we hold Digital Currencies (which are not Financial Products) on your behalf. However, we will do so subject to our obligations under these Terms and as a trustee at law. We also have fair dealing obligations under part 2 of the FMC Act.

You acknowledge that neither Aera nor the Trustee issues and/or offers Financial Products, or provides a discretionary investment management service (DIMS) within the meaning of the FMC Act. Nor do we or the Trustee provide any financial advice within the meaning of the FMC Act. Where we do have a discretion to use your Digital Currencies in Staking Transactions on your behalf, please note that this is not treated as a DIMS for the purposes of the FMC Act. Accordingly, we do not require a licence from the Financial Markets Authority and no disclosure document has been, or will be, provided in relation to the Platform or Services in accordance with the FMC Act, or any other similar or subsequent legislation.

3.4         Your instructions

We will only act within the parameters of your instructions we receive via the Platform or in writing. We may act on any instructions that are given or purported to be given by you with your Account and user details, without needing to validate the authenticity, completeness, and/or accuracy of such instruction or information. Our records of instructions will be conclusive evidence of those instructions.

3.5         Your money and Underlying Assets are held on trust

The Trustee acknowledges and declares that it will hold the money and Underlying Assets in your Account on bare trust for you in accordance with these Terms. This means that the Trustee holds the legal title to the money andUnderlying Assets in your Account, but you remain the ultimate beneficial owner.

You acknowledge and agree to the following:

(a)          The money in your Account may be held in ‘pooled accounts’,which means your money may be held in account(s) in the name of the Trustee along with the money of other people using the Service. Underlying Assets in your Account may also be held in ‘pooled accounts’ in the name of the Trustee with the relevant issuers, providers or decentralised finance protocols. However, the Trustee will, at all times, keep detailed records of money and Underlying Assets in your Account, so that your beneficial entitlement to the money and Underlying Assets are separately identifiable.

(b)          We may terminate the appointment of the Trustee, and appoint a replacement Trustee, provided we give notice to you of the change.

(c)          You instruct and authorise the Trustee to act in accordance with instructions we give to it in relation to your Account including to:

(i)            acquire and dispose of Staking Interests on your behalf (only when you already hold interests in Digital Currencies);

(ii)           deduct any fees or other charges or amounts you owe to us from your Account, and to pay those amounts to us; and

(iii)          suspend, limit, restrict or terminate your account in accordance with clause 14.

(d)          You will not give any instruction to the Trustee in relation to any Staking Interests held on bare trust for you which is inconsistent with these Terms or in breach of any law, and the Trustee will have no obligation to act on any such instruction. The Trustee will remain as bare trustee as contemplated by these Terms and you agree with us that you will not terminate the trust and/or the Trustee’s appointment under these Terms.

3.6         Topping up the Account

To earn returns through the Platform, you will need to add funds to your Account. We may accept top-ups by bank transfer or by credit or debit card payment. We may charge a card processing fee and limit the amount you can top up by card. The maximum amount of NZD you can transfer to your Account at anyone time is $10,000.  

We do not accept responsibility for any default or delay in the distribution of money as a result of a failure on the part of a bank or other service provider.

If we are unable to identify which Account the money should be credited to, we may instruct the Trustee to return money to the source it came from, subject to normal banking clearance times.

Funds should be loaded from a New Zealand bank account in your own name. Your Aera account is not to be used for business or trading purposes and is to support the use of other Aera products. If we are unable to match the payer name to your account we may block or return the payment.

3.7         Performance of Underlying Assets

Any appreciation in value of the Underlying Assets in your Account will be treated as your returns on the value of your Account. We deduct our fees from the returns generated on your Account. See “Fees’ at section 5 below for more information.

Your Account will be updated on the Platform each day, showing your balance and the value of your Underlying Assets on that day. This may not reflect the realizable value of the underlying assets. Some underlying assets may require notice or processing periods prior to realization. These notice or processing periods will be advised to you at the time of opening the Account.

3.8         Withdrawing Underlying Assets from your Account

You agree that you will not withdraw Underlying Assets from your Account. You can only withdraw money from your Account.

If you hold Underlying Assets, you may instruct the Trustee to sell the Underlying Assets the Trustee holds on bare trust for you. Where those Underlying Assets are held subject to third party arrangements such as the terms of issue of Financial Products or the contractual terms or code/smart contracts applicable to Staking Transactions, withdrawal will be subject to those terms. Once the Underlying Assets are sold or otherwise realised, however, the proceeds of the sale will appear in your Account as money that can be withdrawn.

There may be fees (charged by the underlying issuer or provider or decentralised finance protocol) associated with the sale of your Underlying Assets. Those fees will be automatically deducted from the proceeds of the sale of the Underlying Asset.

3.9         Withdrawing money from your Account

You may request to withdraw money from your Account at any time.  While we do not charge you any fees for withdrawals, we cannot guarantee that banks or other service providers involved in processing your withdrawal request will not.

You must instruct the Trustee to pay your money to a designated bank account in accordance with the requirements specified on the Platform.  

Currently, the maximum withdrawal per day is $10,000 or $5,300 on the Aera Visa Card unless otherwise agreed with us.  Where we consider it is reasonably necessary due to, for example, restrictions in the technology (including third party protocols) we use, we may impose additional restrictions on the maximum daily amount that can be paid out to your designated bank account. We reserve the right to change this threshold without prior notice to you where we reasonably need to do so but will publish any such restrictions on our Platform.

We are not responsible for any delays by banks or other service providers in relation to the transfer of money from your Account to your designated bank account.

3.10       Transacting With Your Aera Visa Card

You may use your Aera Visa Card to make purchases in-store and online anywhere the world where the VISA symbol is shown and accepted. Certain transaction limits and merchant restrictions apply.

(a)          Your Aera Visa Card is linked to your Everyday account and as such is limited by the available balance in this account;

(b)          Use of your Aera Visa Card is subject to the current fees shown in the Cardholder Terms;

(c)          We are not responsible for any third party fees such as those are applied by merchants for the use of the Aera Visa Card, or where a merchant does not accept your Aera Visa Card;

(d)          You are unable to spend in excess of your available balance;

(e)          Aera will not be held liable if a payment is declined or you are unable to complete a purchase for any reason.

(f)           Any refunds applied to the card must have an original, matching transaction. Your card does not accept standalone refunds where we are unable to match and apply the credit.

(g)          If you become aware of a transaction that has not been authorised by you, you must block your card within the mobile app and advise us immediately.

(h)          If we become aware of any suspicious transactions or transactions that may pose risk to you or us, we may decline a particular transaction or place a block on your card.

3.11       Trusts Act provisions

To the extent permitted by the Trusts Act:

(a)          each provision of the Trusts Act that may be excluded from applying to the Trustee is excluded; and

(b)          each provision of the Trusts Act that may be modified (to the extent it is not otherwise excluded above) is modified to the extent any term of these Terms is inconsistent with that provision of theTrusts Act.

4.          Your obligations

4.1         Obligations

When you access and use the Platform and our Services, you agree that you will:

(a)          comply with and use the Platform and our Services in accordance with these Terms;

(b)          comply at all times with all applicable laws, including cooperating, assisting and providing information to us in relation to such compliance when we request;

(c)          act in good faith towards us, the Trustee, and other users at all times;

(d)          keep your Account username and password secure, confidential, and protected from misuse;

(e)          immediately notify us if you become aware of any disclosure or unauthorised use of your user details, by sending an email to support@aera.nz;

(f)           not infringe the rights of any person or entity, including any Intellectual Property Rights, privacy and/or contractual rights;

(g)          not interfere with or attempt to impair our computer systems or transmit software, viruses, worms or other harmful files, code or malware;

(h)          not use a robot, spider, scraper or other unauthorised means to access the Platform or extract data or any content shown on the Platform;

(i)            not reverse engineer any aspect of the Platform, or attempt to gain any unauthorised access to any part of the Platform, including attempting to gain access to another person's Account;

(j)            not use the Platform and/or the Services to engage in any restricted, unethical, or illegal activities (whether illegal inNew Zealand or where you are located); or

(k)          not do anything else that may interfere with or negatively affect the operation of our Platform, the Services or other users’ use and enjoyment of the Services and/or the Platform.

4.2         Representations and warranties

When you access and use the Platform and our Services, you agree that you represent and warrant to us and the Trustee (on a continuing basis) that:

(a)          you will provide true, current and complete information (including your contact details) in all of your dealings with us or the Trustee; and

(b)          you are the beneficial owner of the Account, and no one else has rights of any kind over the amounts (including security interests) in the Account; and

(c)          you will not be in breach of or infringe any provisions of any existing arrangements to which you are a party to by agreeing to these Terms.

5.          Fees

(a)          We currently may charge the fees set out below, which will vary depending on the investment option you have selected and instruct the Trustee to deduct:

(i)           custody fee: we may retain as a fee any returns on Underlying Assets which are in excess of the target return shown for the relevant investment option (for example, where we show a target rate of return for an option based on managed funds, we may retain any returns above that target rate); and

(ii)          interest in other cases:  where we have not shown a target return, we may retain as a fee any interest on money otherwise held on deposit by us on trust for you.

(b)          You are responsible for any third-party fees, costs or expenses you incur in relation to receipt of our Services.

(c)          When you use the Platform, you agree to pay us the fees set out above or otherwise advised to you when you use our Services. We may change our fees from time to time by giving you notice including by publishing details on our Platform.

(d)          If amounts are outstanding by you, you agree that we can do either one, or a combination of, the following:

(i)            set off any money you owe us against money we owe you;

(ii)           immediately cancel or suspend any of your withdrawal requests without any responsibility to you; or

(iii)          take legal action against you to recover any debt and any costs and expenses we incur in recovering the debt.

6.          Tax

6.1         Your obligations

You undertake that you will include all taxable returns from your investment in your Tax return and pay all Tax due by the applicable due date. From time to time, a third party (such as a bond issuer) may:

(a)          deduct Tax from returns that we receive on the Underlying Assets held on your behalf. In these circumstances, we will pass on this return net of that Tax (and any other relevant expense), and will not be liable to pay you any additional amount on account of the Tax withheld; and

(b)          issue a withholding tax certificate. We do not guarantee that you will be entitled to a Tax credit for the Tax withheld, and will have no liability to you in relation to the credit.

Despite anything else in these Terms, we reserve the right to withhold Tax from your investment returns at any time.

7.          Disclaimers

Without limitation to clause 9 neither Aera nor the Trustee has any liability or responsibility to you or any other person for any Loss in connection with:

(a)          the Platform being unavailable (in whole or in part) or performing slowly;

(b)          any error in, or omission from, any information made available through the Platform;

(c)          the price or value of the Financial Products, Digital Currencies, or Staking Interests changing including as a result of things such as market movements, any change in the nature of any investment (whether through change in business activity or credit trading), any contributions to or withdrawals from the Account, or any delays that arise while effecting adjustments to the Account, which result from an occurrence not reasonably within our control;

(d)          any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Platform.  To avoid doubt, you are responsible for ensuring the process by which you access and use the Platform protects you from this; and

(e)          any site linked from the Platform.  Any link on the Platform to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

We make no representation or warranty that the Platform is appropriate or available for use in all countries or that the content satisfies the laws of all countries.  

To the extent permitted by law, the Platform is provided on an “as is” and “as available” basis without any warranties or conditions of any kind, either express or implied.  We make no warranty that the Platform will meet your requirements, will be available on an uninterrupted and error free basis, or will be accurate, reliable, or complete. You acknowledge and accept that the Platform may be temporarily unavailable from time to time for maintenance and upgrade purposes.  

Any information on the Platform does not constitute financial advice for the purposes of the FMC Act.  Nor do any statements on the Platform take into account your personal financial circumstances and goals.  

If offered, Digital Currencies and Staking Interests are not Financial Products for the purposes of the FMC Act. We are not the issuer or the offeror of any Digital Currencies,Staking Interests or Financial Products available via the Platform for the purposes of the FMC Act. The Platform is not(and is not required to be) a licensed financial products market for the purposes of the FMC Act.  

To the extent permitted by law, your access to and use of the Platform is entirely at your own risk. Other than in respect of the rights and remedies available to consumers under the Consumer Guarantees Act 1993, to the maximum extent permitted by law, neither Aera or the Trustee is responsible or liable for any direct, indirect, incidental, consequential, or special damages or loss incurred or suffered by you or any other person, arising out of or connection with, your access to, or use of, the Platform or anything available through the Platform.

It is your responsibility to obtain all information and advice that you need to fully understand the risks of using the Platform.

8.          Intellectual Property

(a)          We (and/or our suppliers and licensors to the extent relevant) own all proprietary and Intellectual Property Rights in the Platform and the Underlying System used in providing our Services.  Nothing in these Terms transfers any of our rights or interests in or to such Intellectual Property Rights to the you or any third party.

(b)          When using this Platform and/or the Services, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use those software, tools or applications only as required for your use of the Platform and the Services and as expressly permitted in these Terms.

(c)          You must not use, reproduce, store, publish, adapt, communicate to the public, distribute to third parties, amend, create derivative works from any part of the Platform or the Services without our prior written consent or otherwise do anything that would infringe our Intellectual Property Rights in the Platform.

(d)          References on the Platform to any companies, products, services, branding, offers or other information, by trade name, trademark or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us or the respective trademark owner.

(e)          You acknowledge and confirm that any improvement, modification or development of our Intellectual Property Rights arrived at through access to your information or feedback (New IP) will be owned exclusively by us, and nothing in these Terms grants you any rights to our technology or other Intellectual Property Rights.

(f)           If, despite clause (a) above, you own any Intellectual Property Rights in New IP, you grant us anon-exclusive, royalty free, perpetual, irrevocable, worldwide, transferrable and sub licensable right to use such Intellectual Property Rights without restriction.

(g)          We reserve all right, title and interest not expressly granted under this licence to the fullest extent possible under applicable laws and you agree to do anything necessary, including executing any documents, to give full effect to this clause 8.

9.          Liability

9.1         Limitation of liability

        To the maximum extent permitted by law:

(a)          you access and use the Platform at your own risk; and

(b)          neither Aera nor the Trustee is liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Platform, or your access and use of (or inability to access or use) the Platform, unless:

(i)            this is caused by the gross negligence, wilful default orfraud of Aera or the Trustee (as the case may be); or

(ii)           the Loss is covered by an amount available to be paid out under any relevant insurance held by us.

9.2         Force majeure

No party shall be liable for any failure or delay in complying with any obligation imposed on that party under these Terms if:

(a)          the failure or delay arises, directly or indirectly, from a cause beyond that party's control and not due to the fault or inconsistency, or intentional actor omission of that party;

(b)          that party, on becoming aware of the cause, promptly notifies the other parties in writing of the nature and expected duration of the obligation affected by the cause; and

(c)          that party uses best endeavours to:

(i)           mitigate the effects of the cause on that party's obligations under theseTerms; and

(ii)          perform that party's obligations under these Terms on time despite the cause,

but nothing in this clause shall excuse a party from any obligation to make a payment when due under these Terms.

9.3         Your rights

(a)          Where you area ‘consumer’ for the purposes of the Consumer Guarantees Act 1993, nothing in these Terms limits or excludes your consumer guarantees and remedies pursuant to that legislation. Nothing in these Terms is intended to limit any rights or remedies pursuant to the Fair Trading Act 1986 or the FMC Act.

(b)          To the extent clauses 9.1and 9.2 of these Terms do not apply, and subject to clause 9.3(c), if Aera or the Trustee is found to be liable for any Loss under or in connection with these Terms, or in connection with use and access of (or inability to access or use) the Platform, the maximum aggregate liability to you of Aera and/or the Trustee will be limited to the greatest of:

(i)            the balance in your Account (including any returns) at any time; and

(ii)           the amount available to be paid out under any relevant insurance held by us

(c)          Other than in respect of any claims arising under clause 9.3, a claim must be made in writing to Aera or the Trustee (as the case may be) within 12 months of the date on which you became aware of the circumstances which gave rise to the claim.Neither Aera nor the Trustee will be liable for, and you may not make or pursue, a claim unless you have given written notice of your claim, setting out reasonable particulars of the grounds on which it is based, within that 12-month period.

10.      Indemnity

               To the maximum extent permitted by law, you indemnify Aera and the Trustee from, and hold each of them harmless against, any and all Loss which may arise out of or relates to:

(a)          your use of the Platform and/or the Services;

(b)          any breach of these Terms or Privacy Policy by you;

(c)          any information that you provide via thePlatform; or

(d)          any damage that you may cause the Platform.

               This indemnification includes without limitation, liability relating to Intellectual Property Rights and breaches of privacy.

11.      Auditing and monitoring

               To manage compliance with these Terms and any law or requirement by any authority, we reserve the right to:

(a)          review, audit and monitor (manually or through automated means) your use of the Platform and/or the Services;

(b)          take any action we deem appropriate in our sole discretion in accordance with our policies, including suspending or terminating your Account, editing, removing or blocking any content that we deem inappropriate or unacceptable, and in the case of any illegal or suspected illegal activity, reporting any matters to the appropriate authority; and

(c)          access, collect, preserve or disclose information about your use of the Services and/or thePlatform (including your communications and content you submit) as is necessary to:

(i)            comply with any legal process;

(ii)           enforce these Terms;

(iii)          respond to any claims or complaints about any content you submit, or act or omissions by you;

(iv)         respond to your customer service requests; and

(v)          protect the rights, property, safety of us, any user or the public.

12.       Privacy

Any Personal Information collected, processed, stored and used by us or the Trustee in connection with our Services, the Platform will be handled in accordance with the Privacy Act 2020, these Terms and our Privacy Policy. These Terms should be read in conjunction with the Privacy Policy.

13.      Dispute resolution

(a)          For any questions or complaints about our Platform or the Services, please contact us at support@aera.nz. Upon receiving your written complaint, we will acknowledge your complaint by email within 5 Business Days of receiving it.

(b)          We will aim to undertake our review of your complaint and send any findings to the email address with which you sent the complaint.

(c)          As registered financial service providers, we and the Trustee are each members of an approved dispute resolution scheme. If we fail to resolve a complaint to your satisfaction or if we fail todo so within 40 Business Days of receiving your complaint, you can also direct your complaint to Financial Services Complaints Limited at:
Financial Services Complaints, PO Box 5967, Wellington 6145 or call 0800 347257 or email info@fscl.org.nz

(d)          Aera and the Trustee are not licensed by a New Zealand regulator to provide the Platform and Services. Aera and the Trustee’s registration on the New Zealand register of financial service providers or membership of the Financial Services Complaints Limited scheme does not mean that Aera or the Trustee is subject to active regulation or oversight by a New Zealand regulator.

14.      Termination and suspension

14.1       Termination

You may terminate your Account by giving not less than 21 Business Days’ notice via the Platform, or via email at support@aera.nz (unless agreed otherwise).

If you terminate your Account, we will arrange for the value of your Account (less any fees and charges owing to us) to be paid to you in NZD. The provisions of clause 3.7 - 3.8 will apply to any withdrawal payments following termination.

We may terminate these Terms and cease to provide the Services and the Platform if we cease to conduct business or undergo an insolvency event, meaning (for example) that we become unable to pay our debts as they fall due, or a statutory demand is served, a liquidator, receiver or manager (or any similar person) is appointed, or any insolvency procedure under the Companies Act 1993 is instituted or occurs.

14.2       Breach of terms

Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or for any other reason we consider appropriate, we may suspend, limit, restrict or terminate your access to the Platform with immediate effect (or any part of it), at any time, by giving written notice to you.

In the event of a suspension, limitation or restriction, we will use reasonable endeavours to restore your access to thePlatform and Services, including your Account, within 14 days of you demonstrating to us, acting reasonably, that the reason for such suspension, limitation, or restriction no longer exists.

14.3       Suspension, limitation, restriction and termination

If your Account is suspended, limited, restricted or terminated:

(a)          we will use reasonable endeavours to notify you of the suspension, limitation or restriction;

(b)          we are not obligated to, but may at our discretion, complete any pending or processing transactions at the time of suspension, limitation, or restriction;

(c)          unless we agree otherwise with you in writing, we may sell, deal with, or withdraw money or the Underlying Assets in your Account and pay the net proceeds (after deducting any applicable fees) to you;

(d)          we will not refund any part of any fees or charges already incurred (including any applicable fees); and

(e)          you must immediately cease using the Platform and must not attempt to gain further access.

If the Trustee ends up holding any money that becomes unclaimed money, we may account for that money under the Unclaimed Money Act 1971 or pay the money to the Secretary of the Treasury under the Trusts Act 2019.

Neither we nor the Trustee accept any responsibility for any Loss that you may suffer from our decision to suspend, limit, restrict, or terminate to your Account.

15.       General

15.1       Notices and Written Communications

               You can notify, contact or email us at support@aera.nz.  We may provide you with notices, including notices relating to these Terms by way of electronic communications, including by email or other electronic communication on the Platform or through the Services.

15.2       Waiver

               A failure by us to enforce any provision of these Terms will not constitute a waiver for such provision. For us to waive a right under these Terms, the waiver must be in writing.

15.3       Assignment

               You must not transfer, novate or assign your rights and obligations under these Terms. without our prior written consent.  We may transfer any of our rights and obligations under these terms in whole or in part to anyone.

15.4       Severability

               If any provision of the Terms is held to be invalid, unenforceable or illegal for any reason, that provision must be read down to the extent necessary to preserve its operation.  If it cannot be read down it must be severed, and the remaining parts of the Terms will remain in full force and effect.

15.5       Entire agreement

               These Terms set out everything agreed by the parties relating to your use of the Platform, and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms.  You acknowledge that you have not relied on any representation, warranty or agreement relating to the Platform and Services that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.

15.6       Survival

Any provision by its nature intended to survive termination of this Agreement survives termination of this Agreement.

15.7       Governing law and jurisdiction

The Terms will be governed by NewZealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

16.      Glossary and interpretation

16.1       Definitions

In these Terms, unless the context requires otherwise:

Account means your account registered with us in order to use the Platform.

Aera means Aera 22 Opco Limited.

AML/CFT means requirements under the Anti-Money Laundering and Countering Financing ofTerrorism Act 2009 and associated regulations.

Business Day means any day other than a Saturday, Sunday or public holiday observed in Auckland, NewZealand.

Digital Currencies means digital coins or tokens.

Dollars, NZD, and $ means the lawful currency of New Zealand.

Financial Products has the meaning given to that term under the FMC Act and includes, but is not limited to, bonds and interests in managed funds.

FMC Act means theFinancial Markets Conduct Act 2013.

GST means goods and services tax chargeable under the Goods and Services Tax Act 1985.

Intellectual Property Rights means patents, trade marks, service marks, trade names, registered and unregistered designs, trade or business names, copyright (including rights in code and software), database rights, rights in confidential information, our brand, goodwill and any other intellectual property rights whatsoever, irrespective of whether such intellectual property rights have been registered or not, which may subsist in any part of the world.

Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.

Personal Information means information about an identifiable, living person.

Platform means the website aera.nz, and any other website operated and maintained by us for theServices and includes any software, mobile or web application we make available to you to enable you to access the Services using mobile devices.

Privacy Policy means the policy designated as such by Aera from time to time and available at aera.nz/privacy-policy.

Services means the performance by us and the Trustee of activities in relation to the Platform and any other activities for which we or the Trustee may need to interact with you.

Staking Interest means your beneficial interest in a Staking Transaction.

Staking Transaction means a loan or deposit of Digital Currencies or another kind of decentralized finance protocol transaction using the Digital Currencies, designed to generate a yield.

Tax means:

(a)          all forms of taxes (whether direct or indirect),duties, charges, imposts, withholdings, deductions, rates and the equivalent government charges or levies by or under whatever act or statute imposed or levied or charged or required to be withheld (collectively and individually taxes), whether in New Zealand or elsewhere; and

(b)          all interest, penalties or fines, related to, or arising in connection with the imposition or non or late or underpayment of such taxes.

Terms means these terms and conditions titled General Terms.

Third Party Content means any content provided by a third party (and not by Aera).

Third Party Platform means any other application, platform or website other than the Platform.

Trustee means initially Aera 22 Nominee Limited and includes any other person appointed by us to act as a trustee of your money and Underlying Assets from time to time.

Underlying Assets means the Financial Products, Digital Currencies and interests in Staking Interests which are available for investment via the Platform.

Underlying System means any network, system, software, data or material that underlies or is connected to the Platform.

16.2       Construction

               In the construction of these Terms, unless the context requires, any reference to:

(a)          Business Days: anything required by this agreement to be done on a day which is not a Business Day may be done effectually on the next Business Day.

(b)          Headings: headings appear as a matter of convenience and do not affect the construction of this agreement.

(c)          Documents any document, including this agreement, includes a reference to that document as amended or replaced from time to time.

(d)          including and similar words do not imply any limitation.

(e)          person includes a reference to an association of persons, an individual natural person, company, limited partnership, body corporate, body politic, firm, joint venture, association(whether incorporated or unincorporated), trust, or governmental or regulatory agency or authority, whether or not having a separate legal personality.

(f)           parties: a party to this agreement, or any other document or arrangement, includes that party’s executors, administrators, substitutes (including persons taking by novation), successors and permitted assigns.

(g)          GST: any amounts referred to in this agreement exclude GST unless otherwise stated.

(h)          Headings: headings and the table of contents will be ignored in constituting this agreement.

(i)           General references: a reference to a gender includes each other gender; the singular includes the plural and vice versa.

(j)           Statutes: a statute, or statutory provision, or order or regulation made under it includes that statute, provision, order or regulation as amended, modified, re-enacted or replaced from time to time (whether before or after the date of this agreement) and to any previous statute, statutory provision, order or regulation amended, modified, re-enacted or replaced by that statute, provision, order or regulation.

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Cardholder Terms (Aera Visa Card)

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Effective from 12 May 2023

1              Understanding these Cardholder Terms and Conditions

By Activating and using a Card you agree to comply with these Cardholder Terms and Conditions.

The Card is issued by Oxygen Global New Zealand Limited. Oxygen Global New Zealand Limited is a payment service provider only. We do not directly receive or hold any funds loaded by you into a Card Account. We have no liability to you in respect of funds loaded into a Card Account.

Aera 22 Opco Limited (Provider) holds funds loaded into your Card Account in accordance with the terms and conditions agreed as between you and the Provider.  

1.1          In these Cardholder Terms and Conditions:

Activate, Activating, Activation and Activated refers to the activation of a Card to enable you to use a Card in accordance with these Cardholder Terms and Conditions.

ATM means an automated teller machine.

Available Balance means the monetary value held and recorded by the Provider as available to you for transactions using a Card (less any purchases, authorisations, cash withdrawals, fees, charges or other amounts debited in relation to the Card).

Card means a card issued by the Issuer that facilitates payment in relation to an Available Balance.

Card Account means the stored value account, facility or record held or kept by the Provider that is associated with an Available Balance.

Cardholder means the person to whom a Card is issued at a Provider’s request.

Cardholder Terms and Conditions means these terms and conditions (which may be altered by theIssuer from time to time) that govern a Cardholder’s use of the Card, which are available on the Website.

Customer Service Centre means the customer help centre provided by the Provider in connection with the Card, available by messaging directly through the Mobile App or by submitting a query via the support process on the Website.

Fees and Limits Table means the fees and limits tables in clause 8.

Issuer means Oxygen Global New Zealand Limited.

Mobile App means the mobile application from which a Cardholder can manage a particular Card.

My Account means the account features on the Mobile App where the Cardholder can access information about a Card by logging in using the Security Details.

NZD means the lawful currency of New Zealand.

Payment Partner means the applicable processing scheme provider indicated on a Card, such as Visa or MasterCard.

Personal Information is the information that the Issuer, Payment Partner and their respective agents collect from you, including any application form, correspondence, emails, telephone calls, internet communications and transactional information, in connection with a Card.

PIN means the personal identification number used to authorise certain POS transactions using a Card.

POS means point of sale.

Provider Terms and Conditions means the terms and conditions agreed as between a Cardholder and the Provider.

Provider means an organisation that holds funds in relation to your Card Account in accordance with the Provider Terms and Conditions and who transfers separate funds to the Issuer for use in relation to a Card.

Reloadable Card means a Card in respect of which you may increase the Available Balance associated with the Card during the Card’s term (subject to applicable fees).

Security Details means the information given by the Customer or Cardholder when applying for the Card or during Activation, for the purposes of verifying the Cardholder’s identity, or any changes made to this information.

Unauthorised Transaction means a transaction not authorised by you, but does not include any transaction carried out by you or by anyone performing the transaction with your knowledge and consent.

We, us, our means the Issuer and, except where the context indicates a different intention, includes any agent acting on behalf of the Issuer.

Website means www.aera.nz

You, your means a Cardholder.

1.2          In these Cardholder Terms and Conditions:

1.2.1      All amounts of money specified are in NZD (unless otherwise specified).

1.2.2      References to days, times or periods of time are references to NewZealand time.

1.2.3      The singular includes the plural and vice versa.

2           Introduction

2.1          These Cardholder Terms and Conditions govern your use of a Card and apply as an agreement between you and the Issuer.

2.2          You agree to these Cardholder Terms and Conditions when youActivate and/or use a Card.

2.3          You are responsible for all uses of the Card (whether by you ors ome other person).

2.4          We are a payment service provider only. We do not hold any funds loaded by you into a Card Account. We are not liable to you for any funds loaded by you into a Card Account.

2.5          Under the Provider Terms and Conditions, the Provider holds all funds loaded by you into a Card Account in accordance with all Applicable Laws.The Provider only deals with those funds in accordance with the Provider Terms and Conditions and these Cardholder Terms and Conditions. Without limitation, you instruct the Provider to:

2.5.1      Pay funds to the Issuer to enable the Issuer to facilitate settlement of purchases or cash withdrawals using the Card, including, without limitation, to:

(a)       Apply the funds to settle purchases that you make on a Card through a Payment Partner;

(b)      Fund any cash withdrawal you make from the Card at an ATM;

(c)       Deduct any fees payable to the Issuer in accordance with these Cardholder Terms and Conditions; and

(d)      Deduct any fees charged by third parties that arise from your use of the Card (for example, merchant fees and ATM terminal fees);

2.5.2      Grant to the Issuer a security interest in and to all funds you load into a Card Account from time to time as security for the performance of your obligations under these Cardholder Terms and Conditions.

3           About the Card

3.1          The Card is issued to you under an agreement between us and the Provider.

3.2          The Card is a prepaid card. You may use the Card to make purchases and withdraw cash in connection with your Card Account. You may only use a Card once it has been Activated.

3.3          The Card is not a credit card and all use is limited to the amount pre-loaded by you and standing to the Available Balance of your Card Account and any other limits referred to in these Cardholder Terms and Conditions.

3.4          Each Card is our property. We may suspend use of any Card and/or ask that you return a Card if we believe someone is misusing the Card or not complying with these Cardholder Terms and Conditions or the agreement between us and the Provider. You must ensure that the Card is promptly returned to us if we ask you to do so.

3.5          By law we may be required to verify your identity before providing relevant services and products to you. You must satisfactorily meet our cardholder identification process and policies. If you are not able to verify your identity to our satisfaction, as exercised at our sole discretion, we may refuse to provide you with a Card.

3.6          We may ask you to provide additional information in relation to your identity at any time that you have a Card.

3.7          We reserve the right to refuse to Activate or cancel your Card at our sole discretion on any lawful grounds, including but not limited to where we are unable to satisfy ourselves as to your identity.

3.8          You must provide all information to us which we reasonably require in order to manage anti-money laundering or counter-financing of terrorism and economic and trade sanctions risks or to comply with any laws or regulations in New Zealand or any other country.

4           Activation and Expiry of Cards

4.1          When the Card is first provided, the Card’s functionality is inactive and cannot be used. You may Activate the Card using the Aera app at any time after receiving the Card

4.2          The expiry date of each Card is printed on the Card. A Card cannot be used after it has expired.

4.3          You can request a replacement Card at any time (though a replacement card fee may apply) in accordance with clause 14.

4.4          You must memorise your PIN. For security purposes, you must ensure the PIN is not written anywhere near the Card. If you forget your PIN, the PIN can be changed via the Mobile App. You must also follow the security requirements set out in clause 11 of these Cardholder Terms and Conditions.

5           Available Balance on the Card

5.1          The Customer may load or reload money onto a Card Account in accordance with the Provider Terms and Conditions.

5.2          You acknowledge that there may be a delay before money is available for use in relation to a Card. You agree under these circumstances we are under no liability to you or anyone else.

5.3          The Available Balance of a Card Account will be debited with the amount of each transaction or, cash withdrawal and any fee and these debits will reduce the amount available for use through the relevant Card. Each transaction will require authorisation or validation before completion.

5.4          The Card can be used only if the Available Balance for the associated Card Account is in positive balance. If the Card Account shows a negative balance, every attempt should be made by you to stop subsequent transactions. You may be liable for repaying a negative balance.

5.5          If there are insufficient funds in a Card Account’s Available Balance to pay for a transaction with a Card, the Card will be declined or the retailer may allow you to pay the balance by some other means.

5.6          You are responsible for ensuring the Card Account has sufficient funds for all transactions using a Card.

6           Use of the Cards

6.1          Cards may, subject to any applicable fee, be used to:

6.1.1      pay for goods and services at merchants, including online, who accept Payment Partner cards; and

6.1.2      withdraw cash from an ATM displaying the Payment Partner’s mark.

6.2          If you notice any error in any transaction then you must contact the Customer Service Centre immediately and in any event within forty five (45) days of the transaction in question. The Customer Service Centre may ask you to provide additional written information concerning any error and you must comply with that request.

6.3          Provided that you have complied with all reasonable requests for information we will correct the error if it is our (or any of our service provider’s) fault. If we decide it is not our fault we will notify you in writing or by email as soon as this decision is made. Where we are required todo so, we normally credit the Card Account within ten (10) business days, although there may be a delay while investigations are completed.

6.4          The Issuer, Provider and Payment Partner do not guarantee that information sent over the internet will be completely secure and the Issuer and Payment Partner accept no liability for unavailability or interruption or for the interception or loss of Personal Information or other data.

7           Limitations on Use of the Cards

7.1          Cards cannot be used for manual or offline transactions and must not be used for any unlawful activity.

7.2          Use of a Card is subject to the fees and limits set out in the Fees and Limits Table.

7.3          Certain businesses may not accept a Card as a means of pre-authorising expenditure. If a Card is used and acted for this purpose, some businesses (such as hotels, cruise lines and car rental companies) may pre-authorise the estimated amount of the final bill and this amount will be temporarily unavailable for use on the Card.

7.4          When a Card is used at bars or restaurants an additional percentage (usually, but not necessarily, 20%) may be automatically added as an anticipated service charge or tip and debited. If your actual service charge or tip is less, any unused balance may be temporarily unavailable.

7.5          When a Card is used to purchase goods for delivery by mail or online an additional 10% may be automatically added as an anticipated delivery charge. If the actual delivery charge is less, any unused difference may be temporarily unavailable.

7.6          You agree to accept a credit to a Card if you are entitled to a refund or other credit for any reason for goods or services purchased using the Card.

7.7          A transaction or payment cannot be stopped once you authorise the use of a Card.

7.8          ATM and POS terminals are not owned or operated by the Issuer, Provider or Payment Partner and the Issuer, Provider or Payment Partner are not responsible for ensuring that ATM and POS terminals will accept the Card. ATM operators may charge their own fees and set their own limits.

7.9          You may be able to use the Card to make a balance enquiry in relation to a Card Account at some ATMs although availability is dependent on the country and the ATM used. There may be a fee payable (to the ATM operator) for balance enquiries.

7.10       If an ATM displays a balance for a Card Account, then this may be displayed in NZD or in a different currency, in which case the exchange rate applied may be different to ours and minor discrepancies can arise. An accurate balance for the Card Account can be obtained through the Provider.

7.11       You must comply with all laws and regulations (including any foreign exchange controls) in respect of a Card in the country of purchase and/or use. We may suspend a Card or end this agreement if you or someone else attempt(s) to use the Card in violation of, or the use of the Card is restricted under, such laws and regulations. We may block the use of a Card in certain countries where required by law or where subject to any applicable sanctions.

7.12       You acknowledge that we may be required by law to block access to funds on a Card and immediately refuse to process or complete any transaction or suspend or terminate our arrangements with you. You agree that under these circumstances we are under no liability to you or anyone else.

7.13       You agree that we may delay, block or refuse to process any transaction without incurring any liability if we suspect that the transaction:

7.13.1   may breach any laws or regulations in New Zealand or any other country;

7.13.2   involves any person (natural, corporate or governmental) that is itself sanctioned or is connected, directly or indirectly, to any person that is sanctioned under economic and trade sanctions imposed by the United States Office of Foreign Assets Control, United Nations, the European Union, Australia autonomous sanctions, New Zealand police or any country; and/or

7.13.3   may directly or indirectly involve the proceeds of, or be applied for the purposes of, any unlawful conduct.

7.14       Some merchants may offer Dynamic Currency Conversion that allows someone to pay in their home currency or another currency when they are spending overseas or online. Accepting the offer to settle in another currency may result in unnecessary conversion costs as the merchant may apply a foreign exchange margin to convert the transaction currency into another currency and other currency conversion fees may apply.

8           Fees

8.1          Whenever any fees and charges are incurred in relation to a Card, they may be deducted from the Available Balance connected with the Card as soon as they are incurred. Unless otherwise specified, all fees will be debited in NZD.

8.2          Certain merchants may charge an additional fee if the Card is used to purchase goods and/or services. The fee is determined and charged by the merchant and is not retained by us.

Fees and Limits Table

Online Balance and Contact Us Enquiries

No charge

Lost or Stolen Card Replacement

$15.00

Transactions made at Point of Sale

No charge

Foreign Exchange Fee

2.5% of the transaction value in NZD

Card to Card Transfer

No charge

Chargebacks (subject to 13.3)

No charge

ATM Domestic Withdrawal

$2.50

ATM International Withdrawal

$5.00

ATM Balance Enquiry

No charge

ATM Decline

No charge

9           Foreign Currency Transactions

9.1          A foreign exchange rate will apply to transactions that are conducted on a Card in a currency other than NZD.

9.2          The foreign exchange rate used for transactions made in any currency other than NZD is set and determined by the Payment Partner and varies each day. The Payment Partner will convert the amount into NZD at the relevant exchange rate and that sum will be deducted from the Available Balance connected with the Card.

9.3          A currency conversion fee may apply in accordance with the Fees and Limits Table.

10         Closing a Card

10.1       Each Card continues until it expires or the Provider asks us to close it.

10.2       Once a Card is closed you must destroy the Card by cutting it in half diagonally, ensuring a Chip is destroyed and disposing of it securely.

10.3       We may, with or without notice, and without incurring any liability to you, ask for the return of a Card, cancel or suspend its use and/or end this agreement if we reasonably believe any of the following has occurred or is likely to occur:

10.3.1   we consider that you have misused or are likely to misuse a Card;

10.3.2   you breach any of these Cardholder Terms and Conditions;

10.3.3   we suspect you are using a Card illegally;  

10.3.4   you gave us false, inaccurate or incomplete information when youActivated a Card or

10.3.5   the Provider is in breach of its agreement with us or that agreement expires or is terminated.

10.4       We may end this agreement for any other reason, or without assigning a reason, by giving you at least thirty (30) days’ notice.

11         Card Security

11.1       You must make sure that the Cards, the Security Details and any PINs are kept safe and secure by:

11.1.1   never allowing anyone else to use the Card;

11.1.2   not interfering with any magnetic stripe or integrated circuit on the Card;

11.1.3   not unnecessarily disclosing the Card number;

11.1.4   not writing the PIN on the Card;

11.1.5   not carrying the PIN with the Card;

11.1.6   not recording any PIN where it may be accessed by other people;

11.1.7   not giving the PIN to anyone else (including the police and/or Payment Partner personnel); and

11.1.8   complying with any instructions we give you or the Cardholder about keeping the Card and any Security Details safe and secure.

11.2       The Card will be disabled if an incorrect PIN is entered three successive times. If the Card is disabled, you may use the Mobile App to obtain a PIN change.

12         Loss,Theft and Misuse of Cards

12.1       If you know or have reason to suspect that the Card is lost or stolen or damaged, likely to be misused or you have reason to suspect that someone else may know the PIN or Security Details, you must immediately notify us by messaging via the Mobile App. The relevant Card will be blocked to restrict further use.

12.2       You may be required to confirm details of the loss, theft or misuse in writing (and to provide particular information in the confirmation)and you must comply with that requirement.

12.3       You must assist us and the police in any enquiries and attempts to recover a lost or stolen Card. If any lost Card is subsequently found it must not be used unless we confirm it may be used.

13         Liability for Unauthorised Transactions

13.1       You will be liable for all Card transactions which you have authorised. You will also be liable for transactions which you have not authorised (a) if you have acted fraudulently; (b) if you have failed to use the Card in accordance with these Cardholder Terms and Conditions; (c) if you have failed to notify us in accordance with clause 12.1 on becoming aware of the loss, theft, or misuse of your Card; (d) if you have failed to take all reasonable steps to keep the Card’s security features safe; or (e) if you have failed to notify us in accordance with clause 13.2 on becoming aware of a transaction on your Card that you do not recognise.

13.2       You must notify us of any dispute without undue delay and in any event within forty five (45) days of the relevant transaction.

13.3       Subject to clause 13.1, you will not be liable for any unauthorised Card transactions. Where you are not liable for an unauthorised transaction, we will pay the value of that transaction as a credit to the Available Balance connected with the Card, including any charged fees but will have no further liability to you for any other losses you may suffer. However, if our investigations conclude that the transaction you have disputed has been authorised by you or on your behalf, we may charge you an investigation administration fee of up to NZD100.

13.4       To dispute a transaction on a Card, complete a dispute claim form which is available on the Website.

14         Replacement Cards

14.1       If the Card is lost, stolen or damaged, you can request a replacement by contacting us through the Mobile App.  Prior to the issue of a replacement you maybe asked to produce proof of identification. Replacement Cards are sent to you at your nominated address by courier, unless otherwise agreed. If you are overseas, replacement Cards can be delivered to you, depending on location and availability.

15         Changing these Cardholder Terms and Conditions

15.1       We may change these Cardholder Terms and Conditions (including bringing in new fees, changes in the fees or limits and the services we offer) at our discretion by giving you at least twenty (20) days’ notice.

15.2       We will not be in breach of these Cardholder Terms and Conditions if we take steps in order to enable us to comply with any laws or other legal obligations.

15.3       We will not be in breach of these Cardholder Terms and Conditions if we take necessary action in order to make a change necessitated by an immediate need to restore or maintain the security or integrity of our systems, the Card scheme’s systems or the relevant transaction processing systems.

16         Your Personal Information (Important Information about your Privacy)

16.1       You acknowledge the Issuer, Provider, Payment Partner and their respective agents may collect Personal Information in connection with the provision of the Card, including Personal Information contained in any application, correspondence, emails, telephone calls, internet communications and transactional information.

16.2       By Activating or using a Card, you consent to the Issuer, Provider and Payment Partner collecting, using and disclosing (including to each other) Personal Information:

16.2.1   to provide you with, and facilitate the provision of, and other services as contemplated under the Cardholder Terms and Conditions and the Customer Terms and Conditions;

16.2.2   to monitor compliance with these Cardholder Terms and Conditions and the Customer Terms and Conditions;

16.2.3   for anti-money laundering (AML), detection of crime, legal, compliance and fraud prevention purposes, including as required under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009; and

16.2.4   for the recovery of any money that you owe under these Cardholder Terms and Conditions.

16.3       By Activating or using a Card you consent to the Payment Partner collecting, using and disclosing Personal Information, including Personal Information collected from third parties, for the purposes of:

16.3.1   the Payment Partner or any of its related bodies corporate, providing benefits, products or services to you;

16.3.2   the Payment Partner or any of its related bodies corporate improving customer service, including by means of research, conducting analyses and preparing analytics, marketing, product development and planning;

16.3.3   the Payment Partner marketing its products or services, including by direct marketing; and

16.3.4   any third party providing services to the Payment Partner or any of its related bodies corporate in connection with the conduct of any of the above purposes.

16.4       The Issuer, Provider and Payment Partner may disclose Personal Information overseas to countries. Personal Information may be disclosed by the Issuer, Provider or Payment Partner to third parties to facilitate the provision of any Card, to monitor compliance with these Cardholder Terms andConditions, the Customer Terms and Conditions and for data analysis, anti-money laundering, detection of crime, legal, compliance and fraud prevention purposes. The Issuer, Provider or Payment Partner may also disclose Personal Information to collection agencies and lawyers in the event that we seek to recover any money that you owe us under these Cardholder Terms and Conditions. By Activating and using any Card, you consent to the Issuer, the Provider and the Payment Partner disclosing Personal Information to overseas recipients as described in this clause.

16.5       If you do not agree to provide the Personal Information requested by us, then we cannot make the Card available to you and you should not Activate or use any Card.

16.6       You must notify us immediately of any change to your contact details. We will not be responsible if you do not receive any notice or correspondence that has been sent in accordance with the contact details you have provided to us.

16.7       You may be required to provide information to the Issuer, Provider or Payment Partner (including evidence of identity) when Activating or using a Card.

16.8       The Issuer, Provider or Payment Partner will take reasonable steps to keep Personal Information secure in accordance with the privacy policy applicable to the Cards. Each party’s use and disclosure of Personal Information may be different. For details about privacy practices relating to the Cards see the privacy policy on the Website. In addition, by applying for, using and Activating your Card you consent to the Issuer, Provider or Payment Partner using and disclosing Personal Information to email you information about related products, promotions and customer surveys that they may conduct from time-to-time. You can elect to not receive further such notifications by clicking on the unsubscribe button at the bottom of the email.

16.9       Personal Information will not be shared or used for any other purpose except as stated above unless we are required or permitted to do so as a result of any laws and regulations, by a court order or by any business or persons to whom we transfer our rights and obligations under the agreement between you and the Issuer which is governed by these Cardholder Terms and Conditions.

16.10     We will continue to keep any Personal Information that is necessary after the closure of your Card on the same terms as are set out above (including to meet legally imposed record keeping requirements and AML record keeping obligations).

16.11     You are entitled to ask us to supply you with any Personal Information that we hold about you by contacting the Customer Service Centre.We will delete any incorrect information or correct any errors in Personal Information that come to our notice. The applicable privacy policy (referred to in clause 16.8 above) contains information on how you may access and seek correction of the Personal Information held by us.

16.12     To aid us in the provision of the services provided under these Cardholder Terms and Conditions, in the interests of security, and to help the Provider and Payment Partner maintain and to improve their level of service, all telephone calls may be recorded and/or monitored.

16.13     The Provider and Payment Partner may rely on this clause 16 for the purposes of the Sub-Part 1, Part 2 of the Contract and Commercial Law Act 2017.

17         Our Liability

17.1       We will not be liable to you for any loss due to:

17.1.1   any instructions given by you not being sufficiently clear;

17.1.2   any failure by you to provide correct information;

17.1.3   any failure due to events outside our reasonable control;

17.1.4   any system failure or industrial dispute;

17.1.5   any ATM refusing to or being unable to accept the Card;

17.1.6   the way in which any refusal to accept the Card is communicated to you;

17.1.7   any indirect, special or consequential losses;

17.1.8   any transactions not authorised by you on the Card prior to the card being reported as Lost or Stolen;

17.1.9   any infringement by you of any laws in the country where the Card is issued or used;

17.1.10 any dispute between you and the supplier of any goods and/or services purchased with the Card;

17.1.11 our taking any action required by any government, law or regulation or court order;

17.1.12 any suspension of use, or closure, of the Card, including on the basis you are in breach of these Cardholder Terms and Conditions or the Provider is in breach of its agreement with us; or

17.1.13 anything specifically excluded or limited elsewhere in these Cardholder Terms and Conditions or the Customer Terms and Conditions.

17.2       We do not hold any funds you load into your Card Account. We will not be liable to you for any loss in relation to the funds you load into yourCard Account and/or for any Available Balance.  

17.3       Unless otherwise required by law or as set out in these CardholderTerms and Conditions, we will not be liable to you in respect of any losses you or any third party may suffer in connection with the Card, except where such losses are due to a breach by us of these Cardholder Terms and Conditions or due to our gross negligence.

17.4       In this clause 17,“we, us, our” includes the Provider, any agent acting on behalf of us or the Provider and a Payment Partner. The Provider and the Payment Partner may rely on this clause 17 for the purposes of Sub-Part 1, Part 2 of the Contract and Commercial Law Act2017.

18         Communications

18.1       You agree that we may give written notices or other communications to you under or in connection with these Cardholder Terms and Conditions either:

18.1.1   by writing to you at the residential or postal address last known to us;

18.1.2   by giving it to you personally or leaving it at your residential or postal address last known to us;

18.1.3   by electronic communication to your email address last known to us or which you last gave us for sending notices and communications to you; or

18.1.4   if the notice or communication is not personal to you – by publishing a notice in a newspaper circulating nationally in New Zealand or by posting on the Website.

18.2       If we give a notice or other communication to you by email, the content of the notice or communication may be:

18.2.1   set out in the body of the email;

18.2.2   included as an electronic document attached to the email; or

18.2.3   made available for retrieval by you (with the email advising you of this and of the general nature of the information, and giving you the ability to readily retrieve the information electronically. For example, by means of a link to a secure portal on the Website.

18.3       If we give a notice or other communication to you:

18.3.1   by writing to you – you are taken to have received it when it would be delivered in the ordinary course of the post;

18.3.2   by giving it to you personally or leaving it for you – you are taken to have received it on the day of delivery;

18.3.3   electronically – you are taken to have received it on the day it is transmitted.

18.4       In addition to the ways set out in these Cardholder Terms and Conditions, we may give you a notice or other communication by using any method allowed or required by a law. If a law requires us to use a particular method, we will do so.

18.5       You agree that, for the purpose of telephone communications originated or received, and for the purpose of electronic communications received by, us, the Provider or the Payment Partner, we, the Provider or the Payment Partner may verify your identity by reference to any or all of the Security Details provided to us from time-to-time.

19         Third Parties

19.1       We may transfer our rights and obligations under our agreement with you to any other person or business. If this happens, the person or business to which the agreement is transferred assumes all of our rights and obligations under the agreement. From then on, references in these Cardholder Terms and Conditions to us are to be read as references to the person or business to which the agreement was transferred.

19.2       Except in the circumstances set out in clauses 16,17and 19.1, nothing in these Cardholder Terms and Conditions will confer on any third party any benefit or the right to enforce any terms of the agreement between you and us.

20         Governing Law

20.1       These Cardholder Terms and Conditions are governed by the laws of New Zealand and any legal questions concerning these Cardholder Terms and Conditions will be decided under those laws.

20.2       You submit to the non-exclusive jurisdiction of the courts of New Zealand to hear and determine any disputes or legal questions concerning these Cardholder Terms and Conditions

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