The terms and conditions (Terms) that form the basis of the agreement under which Peratera provides the Services to you.

These Terms are, together with our Privacy Policy on our website and Data Protection Agreement, form the agreement between you (the Client, you or your) and Peratera (New Zealand) Limited (Peratera/ we/ us/ our) for Services we provide to you (Agreement).

This Agreement describes the Services Peratera provides, terms and conditions applying to our provision of the Services, licence rules of a software we give you access into (Platform), acceptable use policy, how this Agreement may be changed or ended, service level and other important information.

You must read this Agreement carefully as contains important information about your and our rights and responsibilities when you use our Services. You should contact us with any questions before you use our Services.

Peratera (New Zealand) Limited is a company incorporated in New Zealand with company number 8146920, NZBN9429048862431, and whose registered address is at Suite 27, 15 Bishop Lenihan Place, East Tamaki, Auckland, 2013, New Zealand.

1 Entering into this Agreement

Entering into this Agreement

By receiving any Services from Peratera, you agree that you shall be bound by this Agreement. We may require you to confirm your agreement with these Terms during the registration process, including by ticking "I agree to the Terms and Conditions" checkbox (or by any other method we require).

Important Notice

When you use our Services to pay for any goods or services other than then we provide, you are entering into a contract directly with the relevant supplier. We do not become a party to or participant in, and we are not responsible or liable for, the actions of the supplier (or other relevant parties) or for the goods or services supplied. We also do no't, except to the extent expressly stated in this Agreement, act as an agent in any capacity for you.

Client Warranties

Without limiting the way in which you may become bound by this Agreement, you agree and warrant (on an on-going basis) that:

1. you are at least 18 years old;
2. you are legally capable of entering into binding contracts;
3. you will abide by this Agreement;
4. you will not use the Services or the Platform for any unlawful purpose; and
5. all information supplied by you is accurate, true, complete and up to date;
6. you will promptly provide us with any new information, if the previous information provided ceases to be accurate, true, complete or up to date.
7. entering into this Agreement will not cause you to be in breach of any other agreement, whether with us or with any other person.

If you do not agree to the terms and conditions of the Agreement , you should not register an account with Peratera or use the Services.

2. DEFINITIONS & INTERPRETATION

2.1 Definitions: In this Agreement, unless the context otherwise requires, the following terms have the following meanings:

2.2 Interpretation: In this Agreement, unless the context otherwise requires, a reference to:

1. a clause or a schedule is to a clause in or a schedule to these terms and conditions;
2. a person includes an individual (a natural person), a body corporate, an association of persons (whether corporate or not), a trust, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal personality;
3. personnel includes officers, employees, contractors, and agents;
4. including and similar words do not imply any limitation;
5. a request from you is an instruction from you to us;
6. a statute includes references to that statute as amended, consolidated, re-enacted or replaced from time to time;
7. a party is a reference to a party to the Agreement, and includes that party’s permitted assigns;
8. NZD, $ or dollars are to New Zealand currency;
9. headings in the Agreement are for convenience only and have no legal effect;
10. one gender includes all other genders;
11. the singular includes the plural and vice versa.

3 OUR SERVICES

3.1 Subject to you opening an Account in the Platform, we will allow you to receive, send, hold, exchange and withdraw and transfer funds to the maximum extent permitted by the Platform and this Agreement.

3.2 Depending on the currency of the Account we will give you options to top it up. For that purpose Peratera may, at its absolute discretion, accept domestic and international bank transfers, credit and debit card payments, and other payment options, to the extent they are available from time to time.

3.3 Any incoming transfer of funds from you to us must be completed in accordance with payment instructions given by us to you (including on or via the Platform).

3.4 Depending on currency of the Account, we will give you different options for outgoing Transactions to carry out. Peratera may allow you to, at Peratera’s absolute discretion, make domestic and international outgoing Transactions, using alternate payment methods and/or card payouts to the extent, available from time to time.

3.5 For some transfers we send on your behalf we may ask you to provide supporting supplementary documents proving the reason for the transfer. Peratera has a right to (but is not required to) reject a transfer request if we have reasonable grounds to believe that you or such payout violates this Agreement, is unlawful, suspected to be fraudulent, or possesses legal or reputational risk for Peratera.

3.6 Available funds will be recorded in your Account in the currency of the Account.

3.7 Peratera may, at its absolute discretion, provide you with currency exchange services, available from time to time. Peratera will make available to you instructions and conditions of any exchange Transaction before it will be executed. We will require you to confirm your agreement with all conditions of such currency exchange either via the Platform or via other electronic means of communication.

3.8 Subject to the terms and conditions of this Agreement:

1. the provision of the Services which we supply constitute our only obligation to you; and
2. you agree that we may modify the Services at any time, restrict your access to some or all of the Service, and discontinue the Services (or part thereof) at any time subject to providing you with no less than 14 days’ notice in writing.

3.9 You acknowledge and agree that, to the maximum extent permitted by Law, Peratera does not guarantee that the Platform and Services will always be available, accurate, reliable, or error-free.

3.10 To the maximum extent permitted by Law, and other than as expressly provided in this Agreement, Peratera does not accept any responsibility, and disclaims all and any liability of any kind for, any dispute between you and a supplier in connection with the Platform, any related supply of Products or any Loss of any kind you suffer.

3.11 We will not carry out any cash Transactions at any time.

3.12 Our provision of the Platform and Services to you is non-exclusive. Nothing in this Agreement prevents us from providing the Platform, Transactions or Services to any other person.

4 CLIENT FUNDS & ACCOUNT

4.1 Funds you transfer to us may be subject to compliance review prior to being recorded in your Account.

4.2 We hold all funds we receive from you on trust and we will hold, use, transfer, exchange and pay those funds in accordance with this Agreement and Law.

4.3 You warrant that (on an on-going basis):

1. you are the legal and beneficial owner of all Client Funds; and
2. you will not at any time grant a Security Interest over Client Funds or this Agreement:

4.4 If you, or a third party, make any deduction or withholding from money transferred to us for any reason, you must pay to us any additional amount that is necessary to ensure receipt by us of the full amount that we would have received but for the deduction or withholding.

4.5 Once we are satisfied that the requirements of this Agreement and Law are met with respect to specific Client Funds we shall record those Client Funds we hold for you in your Account. Your Client Funds will only be available to you for carrying out Transactions using our Services.

4.6 The Client Funds recorded in your Account from time-to-time are, in the absence of obvious error, the only Client Funds available to you for the purpose of carrying out Transactions using our Services.

4.7 We are entitled to:

1. update amounts recorded in your Account at any time; and
2. reduce, without notice or recourse by you, any amounts recorded in your Account in error at any time.

4.8 Any interest earned on Client Funds accrue to us as a fee paid by you to us for our services in connection with receiving and holding Client Funds. We have no obligation to pay any such interest to you.

4.9 We reserve the right, without prior notice to you, to make any currency conversions which we consider, acting reasonably, are necessary or desirable for the purposes of complying with our obligations, exercising our rights under this Agreement, or in respect of any Transaction, including when receiving Client Funds from you and returning Client Funds to you. We may effect these conversions in such manner and at such rates as we see fit (acting fairly), having regard to the prevailing rates published by our bank or a relevant financial information service.

4.10 Without limiting any other provision in this Agreement, you agree and acknowledge that, to the maximum extent permitted by law:

1. We are not responsible for delays in recording any Client Funds in your Account because of inadequate or unclear information in relation to Client Funds we receive.
2. Client Funds will not be held in a segregated bank account, may be held in more than one bank account, may be mingled with funds of other persons and may be held in third party bank accounts.

3. Without prior notice to you we may apply the Client Funds in the connection with:

   • execution of a Transaction;
   • meeting your obligation to pay Fees and any other amounts due to us or third parties under or in connection with this Agreement.

   We shall have not further obligations with respect to the Client Funds once they are paid or transferred to a third party (other than a third party acting for Peratera), or to Peratera in payment to Peratera of any amount due under or in connection with this Agreement.

4. You are responsible for all foreign currency exchange risk arising in connection with this Agreement, and from any Transaction or from our compliance with our obligations, or the exercise by us of our rights, under this Agreement.

4.11 Subject to this Agreement, we will use our reasonable endeavours to transfer to you any surplus Client Funds we hold on trust for you within five (5) Business Days of your request for a transfer, provided that:

1. you have provided us with all information and documents requested by us in connection with the transfer;
2. you have complied with all Laws relevant to the transfer;
3. the recipient bank is able to receive your payment and agrees to receive your payment in full (and does not return any part it).

4.12 We will decide the currency of any transfer of Client Funds to you at our absolute discretion (acting reasonably).

4.13 If we have any concerns in connection with our obligations under the AML/CFT Law or other Law, we may (but we are not obliged to), at our absolute discretion (and without any liability to you whatsoever and howsoever arising), and to the maximum extent permitted by Law, freeze the Client Funds (including those held in the Nominated Account) and withhold the return of Client Funds to you.

5 TRANSACTIONS

5.1 You must have a bank account in your name only to send your funds to Peratera via electronic funds transfer. Peratera may, at its absolute discretion, provide you with other options for withdrawing your Client Funds depending on the currency of your Account, available from time to time. In all cases withdrawal options don’t include cash withdrawal.

5.2 Peratera has a right to reject a transfer made from you to us. We will take reasonable efforts to inform you if we have rejected any such transfer to us.

5.3 We are not responsible for the money transferred to us until we have received them in the Nominated Account.

5.4 All Transactions under or in connection with this Agreement must be made by electronic funds transfer:

1. during normal banking hours on the due date;
2. without deduction, withholding or set-off (other than as provided for in this Agreement or as required by Law); and
3. to the Nominated Bank Account (where funds are transferred to us).

Except with our prior written consent (which we may withhold at our absolute discretion), any amount payable to you under or in connection with this Agreement must be paid to a bank account in your name only.

5.5 If there is an error or omission in relation to a Transaction or an instruction we may at any time, regardless of who caused the error or omission, without your consent or prior notice, and acting fairly:

1. amend the Transaction to rectify the error or omission;
2. not carry out the Transaction;
3. void the Transaction from the outset;
4. refrain from taking any such actions.

5.6 In the event that an error or omission has occurred and we exercise our rights under clause 6.7, we may in addition, without your consent or prior notice:

1. suspend this Agreement, your Account and/or provision of our Services to you;
2. adjust your Account to rectify the error or omission;
3. require you to transfer additional funds to us to make up any shortfall in funds.

In the absence of fraud or dishonesty on our part, and to the maximum extent permitted by Law, we have no liability to you whatsoever, and howsoever arising, for any Losses that you suffer or incur in connection with any such error or omission, including where the error or omission arises from information provided to us by third parties.

5.7 Your instructions in relation to a Transaction must be provided via the Platform in a manner approved by us. You must ensure all instructions are complete and correct in all respects. You must notify us immediately via the Platform if you identify any error or inaccuracy in relation to an instruction, your Account or a Transaction.

5.8 An instruction from you (or made on your behalf) is only valid when:

1. it is received by us using a method of communication we have approved;
2. we record the instruction as executed by us; and
3. we confirm execution to you via the Platform or other means we designate.

5.9 You must ensure at all times that only you, or a person we confirm in writing is entitled to provide instructions on your behalf, provides instructions. Where an Account is held jointly, any one joint holder is hereby authorised to provide an instruction to us on behalf of all joint holders and we are not obliged to seek confirmation of an instruction from any other joint holder(s).

5.10 To the maximum extent permitted by law, we have no obligation whatsoever to check or verify that:

1. the person issuing an instruction to us is authorised to give instructions on your behalf;
2. the information you provide is accurate, complete and correct;
3. the recipient of funds from a Transaction is acting in compliance with Law.

5.11 Without limiting the foregoing, we may, at our absolute discretion, decline to execute an instruction (but we are not obliged to do so) if:

1. we cannot comply with the instruction, for example where the instruction is unclear or incomplete;
2. you do not provide all information or documents requested by us in connection with the instruction;
3. we believe that to carry out such an order or instruction may be in breach of Law;
4. we have reason to doubt the validity of the instruction.

5.12 If we consider that you have taken advantage of, or are attempting to take advantage of, errors or discrepancies in rates or values we provide; that you have manipulated or attempted to manipulate them, our processes or the Platform; or that you have committed (or are committing) an Event of Default, we may at our absolute discretion and without prior notice:

1. amend, correct, cancel or reverse a Transaction;
2. treat a Transaction as void from the outset;
3. adjust your Account;
4. withhold any Client Funds that may have been derived from any such activities;
5. take such other reasonable action as we consider appropriate.

To the maximum extent permitted by Law we shall have no liability to you whatsoever, and howsoever arising, in connection with exercising, or not exercising, such rights.

6 CREATING AN ACCOUNT WITH US

6.1 You are required to create an Account on the Platform in order to use some or all of the Services. Your Account will only be accessible via the Platform.

6.2 When you create an Account with us you agree:

1. that the Account will be created using our online sign-up process, or any other method specified by us from time to time;
2. to keep confidential and secure any password used to access the Account;
3. that you warrant that all information provided by you to us in the setup of the Account is true and correct in every detail and is complete;
4. that the legal name you provide must match the legal name in identity verification documents you provide to us; and
5. that you will only use the Account for the purposes of using the Services, and for no other purpose.

6.3 Your Account records Client Funds held by us on your behalf from time-to-time. Your Account is not a bank account. You acknowledge that any governmental financial compensation schemes do not apply to your Account.

6.4 You must open and operate the Account, and use the Services, as principal only. You must not, without our prior written consent, operate the Account or use any Services on behalf of any other person or allow any other person to access the Services on your or their behalf.

6.5 To meet our obligations under New Zealand and international AML/CFT Law, tax law and other relevant Law, and as a condition of providing the Services, before we allow you to use the Services, and at any time while you hold an Account, you must provide Peratera with information and documents promptly on request from Peratera. That information and those documents will be reviewed by our Compliance team before activating our Services to you or continuing those Services, and we may periodically require you to provide additional or updated information and documents.

6.6 We may reject your application for an Account at any time in our sole and absolute discretion and prohibit you from creating an Account. We do not have to provide any reasons for doing so.

6.7 By agreeing to use our Services you irrevocably grant us:

1. full access to process and store all information you provide to us during, and at any time after, the registration process;

2. the right to share that information:

   • to the extent described in the Privacy Policy;
   • as required to provide our Services; or
   • as required by Law including to share it with New Zealand and overseas governments (including tax, regulatory & enforcement authorities).

6.8 You acknowledge and agree that:

1. We may, without notice, not open an Account, suspend or close your Account, cease providing Services to you, and terminate this Agreement, in connection with information you provide (or that you fail to provide) to us or that we hold about you or any related person.
2. We may not be able, and we may not be obliged, to disclose to you any matters relating to our use or disclosure of such information.

6.9 You must not, directly or indirectly, open more than one Account except with our prior written consent.

6.10 During the registration process, you will be asked to select a password for your account and setup a two-factor authorization process on your device. You agree to keep your password and access to your device safe and confidential at all times and must not disclose it to any third party.

6.11 You agree to be fully responsible for activities that relate to your Account and password. If you have reason to believe that your password has been obtained by someone else without your consent, you must:

1. reset your password; and
2. inform us immediately so we can disable your Account (but we are not responsible or liable for any delay in doing so).

You will be responsible for all usage of your Account and any unauthorised use. Your username and password for your Account, as well as access to the device with two-factor authorization, are non-transferrable and must be kept strictly confidential.

6.12 To the maximum extent permitted by law, if a third party accesses your Account because credentials (including a password) associated with that Account are compromised, we are not liable to you in any way. If you become aware of your credentials being compromised, you must advise us immediately. We reserve the right to suspend or terminate your Account in the event of your credentials being compromised. Any undue delay in notifying us may not only affect the security of your Account but may result in you being liable for any losses as a result.

6.13 We may suspend your Account or otherwise restrict its functionality (but we are not obliged to) on reasonable grounds relating to the security of the Account or any of its security features or if we reasonably suspect that an unauthorized or fraudulent use of your Account has occurred or that any of its security features have been compromised. Subject to our obligations at Law, we will notify you of any suspension or restriction and of the reasons for such suspension or restriction as soon as reasonably possible or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. Subject to this Agreement, we will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.

6.14 You warrant to us (on an ongoing basis) that:

1. no Event of Default will occur as a result of entering into this Agreement or a Transaction;
2. no Event of Default has occurred or is continuing;
3. you will notify us of the occurrence of any Event of Default immediately upon becoming aware of it.

7 FEES, CHARGES AND PAYMENT

7.1 You agree to pay the following amounts to us in connection with our provision of the Services, the Account and the Platform:

1. fees, commissions, brokerages, charges (including third party charges) and interest payable (Fees) as described in this Agreement, on the Platform, the Site or that we otherwise notify to you;
2. all taxes and duties payable on or in connection with this Agreement, the Account, and Transactions; and
3. all costs and expenses we incur as a result of your breach of any of your obligations in this Agreement, including all legal costs and expenses on a solicitor/client basis.

Except as expressly stated otherwise on the Platform or the Site, all such amounts are payable immediately upon liability for their payment being incurred.

7.2 Without limiting clause 7.1, our revenue includes spreads between prices and rates we quote to you and that are payable by you, and the price and rates we obtain and pay. Those spreads are incorporated into prices and rates we quote to you and the value of those spreads is retained by us as our absolute property. We have no obligation to account to you for those spreads or to pay them to you (directly or indirectly).

7.3 Unless agreed otherwise by us in writing, all amounts payable to us under this Agreement, including Fees, are payable immediately.

7.4 We will allocate amounts you pay to us (including Fees) in such order as we shall determine in our absolute discretion.

7.5 You hereby irrevocably authorise us to deduct from your Client Funds, by way of payment to us, all amounts (including Fees) due and payable from you to us under or in connection with this Agreement. We may, at our absolute discretion, set-off those amounts against amounts payable from us to you. However, we may at any time require you to make payment of all such amounts (including Fees) to us by way of electronic funds transfer to our Nominated Account.

7.6 All Fees and other amounts payable under this Agreement exclude GST (unless we state otherwise in writing), which you must pay to us on taxable supplies under this Agreement at the same time as you make payment for those amounts.

8 PLATFORM

8.1 Peratera grants to you, and you accept, a non-exclusive, non-transferable, revocable licence (Licence) to use the Platform and the Site subject to the terms and conditions in this Agreement.

8.2 Notwithstanding clause 8.1, we may refuse to grant a Licence to any person, for any reason whatsoever in our sole and absolute discretion. We are not required to give any reasons for refusing to grant a Licence. We reserve the right to revoke a Licence granted to any person under this clause at any time in accordance with this Agreement.

8.3 You may not sublicense, deliver, transfer or assign the Licence to any other person.

8.4 In addition to your obligations under this Agreement, the Licence is subject to your agreement that you will not:

1. interrupt or attempt to interrupt the operation of the Platform, Systems or the Site in any way, or use the Platform in a manner that may impair the functionality of the Systems or that adversely affects the availability of the Platform’s resources to other clients;
2. use the Platform for any illegal purpose or in any manner that is inconsistent with this Agreement; and

3. attempt to view, access or copy any material or data other than:

   • that which you are authorised to access; and
   • to the extent necessary for you to use the Platform in accordance with this Agreement;
4. use the Platform in a manner, nor transmit, input or store any data, that breaches any third party right (including intellectual property rights and privacy rights) or is objectionable, incorrect, incomplete or misleading;
5. modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from or offer for sale any information contained on, or obtained from the Site or the Platform.

8.5 To the maximum extent permitted by Law, you acknowledge and agree that:

1. Subject to clause 10.5, we have the absolute right to change, suspend or remove any Service or other information on the Platform at any time;
2. from time to time, the Platform may be unavailable for maintenance and/or updates, or due to unexpected technical issues; and
3. we have provided no uptime guarantees in relation to the Platform.

8.6 Through the use of web services and APIs, the Platform may interoperate with third party service features and data feeds. To the maximum extent permitted by Law we do not make any warranty or representation on the availability of those features or of information provided the Platform. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may make that feature unavailable. If we exercise our right to cease the availability of a third party feature, to the maximum extent permitted by law you are not entitled to any refund, discount or other compensation.

8.7 You acknowledge that:

1. we may require access to the Data to exercise our rights and perform our obligations under this Agreement;
2. to the extent that this is necessary, we may authorise a member or members of our personnel to access the Data for this purpose; and
3. you must arrange all consents and approvals that are necessary for us to access the Data.

9 ACCEPTABLE USE

9.1 Peratera adheres to AML/CFT law, tax law and sanctions law in New Zealand and other jurisdictions. We will not provide our Services to and will take reasonable effort to make them unavailable for persons in countries and territories under sanctions.

9.2 Peratera also estimates risks based on the jurisdiction and doesn't provide its Services to persons in the following high risk countries and territories:

• Crimea
• Cuba
• Eritrea
• Ethiopia
• Guinea-Bissau
• Haiti
• Iran
• Jamaica
• Lebanon
• Libya
• Mali
• Myanmar
• Nicaragua
• North Korea (DPRK)
• Palestine
• Panama
• Senegal
• Somalia
• South Sudan
• Sudan
• Syria
• Trinidad and Tobago
• Uganda
• Vanuatu
• Venezuela
• Western Sahara
• Yemen
• Zimbabwe

This list is subject to periodical review and may be changed by Peratera without prior notice to you and without amending the Agreement.

You may not use our Services if you are residing in those countries. This list is not exhaustive and we may in our sole and absolute discretion at any time and for any reason:

1. prevent a person in any country or territory from opening an Account or using our Services;
2. discontinue or restrict our Services to a person in other countries and territories at any time and without prior notice; and
3. suspend or terminate your Account at any time including if we reasonably believe we are required to do so by Law, in order to comply with recommendations issued by a relevant government authority, a recognized body for the prevention of financial crime or to comply with our internal standards, assessments or controls.

Full list of other restricted jurisdictions remain in Acceptable Use Policy of Peratera.

9.3. Without limiting our other rights to decline to open an account, we will not knowingly open an Account in relation to, or provide Services in relation to, the unserviceable matters and persons in the following is list of:

• Adult entertainment or the sale or advertising of sexual services
• Armaments, nuclear weapons, weapons or defense manufacturers
• Arms
• Art dealers and auction houses
• Cannabinoid related
• Charities
• Client money processing firms
• Crowdfunding platforms
• Cryptocurrency related
• Cultural artefacts
• Dating escort services
• Export/Import
• Financial Services
• Funds, such as venture capital funds
• Gambling
• Industrial, chemical or legal high companies
• Ivory or other items related to protected species, or archaeological, historical, cultural and religious significance, or of rare scientific value
• Jewelry dealers
• Lottery associated (unlicensed)
• MLM/pyramids
• Nonprofit, political and religious organizations
• Online data storage/webhosting
• Other PSP's as clients
• Pawnbrokers
• Pension schemes
• Pharmaceuticals & Biotechnology
• Counterfeit branded clothing, jewelry & accessories or unlicensed resellers of genuine versions of these types of products
• Precious metals and stone dealers, excluding jewelers
• Quasi-cash merchants
• Sale of used cars/heavy industry vehicles
• Special Purpose Vehicle/Entity (SPV/ SPE)
• Ticket sales (unlicensed)
• Transactions related to Oil
• Unregulated Foreign Exchange businesses
• Unregulated gambling businesses
• Unregulated lending businesses
• Unregulated Money Service Businesses (MSB)
• Unregulated remittance businesses;
• US Gambling related firms

We reserve the right, in our sole and absolute discretion, to add categories to the list above or to change it, and we have no obligation to notify you that we have done so.

9.4 It is strictly forbidden to use your Account or our Services to maintain financial relationships with the persons offering illegal Products. We may suspend or terminate your Account at any time or refuse to execute or reverse a Transaction if we believe that you directly or indirectly use or have used your Account for or in connection with illegal Transactions or Transactions in relation to illegal Products. This list is not exhaustive and it is your responsibility to ensure that you do not use our Services for Transactions that may be considered illegal in your jurisdiction or other relevant jurisdiction.

9.5 It is strictly forbidden to use your Account and our Services for any illegal purposes including fraud, money laundering, terrorism financing and tax evasion. You are prohibited from using your Account in an attempt to abuse, exploit or circumvent the usage restrictions imposed by Peratera.

9.6 If we consider that you have conducted or attempted to conduct any Transaction in violation of the prohibitions contained in this Acceptable Use Policy section, we reserve the right to reverse the Transaction; and/or close or suspend your Account; and/or report the Transaction to the relevant law enforcement agency; and/or claim damages from you; and charge you an administration fee if we apply any of the above.

9.7 It is your and not our responsibility to ensure that you only send payments to persons for the sale or supply of Products that you may provide or receive in compliance with any applicable laws and regulations in New Zealand and elsewhere. The mere fact that a person accepts payments through us is not an indication of the legality of the supply or provision of their Products. If you are in doubt as to the legality of a supply or purchase, you should not continue with the payment of the Product using your Account.

9.8 All content and information on the Platform, including, but not limited to, messages, data, information, text, music, sound, photos, graphics, video, maps, icons, software, code or other material, as well as the Systems used to provide such content and information, is owned by Peratera or its third party licensors. You agree not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, code, products, or Services obtained from or through the Platform. Additionally, you agree not to:

1. use the Platform or its contents for any commercial purpose, other than in your capacity as a Client;
2. use another person's name, account, identity or password without permission, or use the Platform while impersonating another person;
3. access, monitor or copy any content or information of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without Peratera's express written permission;
4. undermine, or attempt to undermine, the security or integrity of the Systems;
5. use the Platform in any way which may impair the functionality of the Systems or impair the ability of any other user to use the Platform;
6. violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
7. deep-link to any portion of the Platform for any purpose except where expressly permitted by this Agreement; or
8. attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by Peratera in connection with the Platform or the Services (except to the extent specifically permitted by law).

10 Suspension and termination

10.1 This Agreement commences at the earlier of:

1. your acceptance of the Agreement during the sign-up process; or
2. your first use of the Services,

and will continue until terminated under this clause 10. The expiry of this Agreement for any reason will be deemed to be a “termination” for the purposes of this clause 10.

10.2 In this Agreement an “Event of Default” means one or more of the following:

1. you fail to pay any amount payable to us when it becomes due;
2. you are in breach of a provision in this Agreement, any other agreement or arrangement with us or an associated person;
3. any representation or warranty made by you or on your behalf is incorrect, untrue or misleading in any way and to any extent;
4. you are subject to an Insolvency Event;
5. any event allowing us to suspend the Services under this Agreement occurs;
6. for any length of time we consider reasonable in the circumstances, you are not contactable or you do not respond to communication;
7. you commit an act of serious misconduct including fraud and dishonesty;
8. you or any related person (including your personnel) are currently in breach of any relevant Law.

10.3 Peratera may suspend your access to the Platform and use of the Services, or any part thereof, at any time, and for any reason. Peratera will however provide you with written notice (which may include notice provided via the Platform) if it suspends your use of the Platform or Services (or part thereof) and will advise you subsequently if and when such suspension is lifted.

10.4 Peratera may terminate this Agreement at any time, and for any reason, by:

1. the provision of written notice to you (which may include notice via the Platform); or
2. permanently disabling or deactivating your access to the Platform.

10.5 Except where the suspension or termination relates to an Event of Default, if Peratera:

1. suspends your access to the Platform or use of the Services, or any part thereof;
2. terminates this Agreement,

then, subject to this Agreement and Peratera’s obligations at law, Peratera will complete any instructions with respect to a Transaction received in compliance with this Agreement prior to provision of written notice of such suspension or termination.

10.6 You may terminate this Agreement at any time, and for any reason, upon the provision of written notice to Peratera, or by canceling your Account (each such act is a “Termination Notice”). When we receive your Termination Notice and subject to this Agreement, we will transfer your surplus Client Funds to you (after we complete any Transactions, and deduct Fees and other amounts payable by you under or in connection with this Agreement).

10.7 A party may terminate this Agreement immediately (or with effect from any later date that it may nominate) by written notice to the other party if one or more of the following Insolvency Events occurs in relation to the other party. For the purposes of this clause, “Insolvency Event” means, in respect of a party (other than for the purpose of solvent reconstruction or amalgamation):

1. a receiver, administrator, manager or liquidator is appointed over the party’s undertaking or assets (or the party passes a resolution for that purpose) or the party enters into any assignment, composition or arrangement with its creditors; or
2. the party becomes bankrupt, enters the no asset procedure or any similar event occurs in any jurisdiction;
3. the party is unable to pay its debts when due or is deemed unable to pay its debts under any law or suspends (or threatens to suspend) payment to any of its creditors.

10.8 Subject to clause 10.5, upon the termination of this Agreement for any reason;

1. you will be deactivated from using the Platform;
2. you must cease all use of the Platform and the Services;
3. all pending Transaction orders are cancelled;
4. all amounts due from you to us are immediately due and payable without further notice and such amounts will be deducted from your Account and we will transfer the relevant Client Funds to us;
5. all licences and access rights granted to you under this Agreement are automatically revoked;
6. to the maximum extent permitted by law, we will not be liable to you for compensation, reimbursement, or damages related to your use of the Services, or any termination or suspension of the Services or deletion of your information or Data;
7. deduct and off-set any outstanding amounts you owe to us from funds in your Account or your funds that we otherwise have access to;
8. subject to the foregoing and this Agreement, we will pay you any outstanding balance.

10.9 We reserve the right to (but we are not required to) at our absolute discretion to carry out any necessary money laundering, terrorism financing, fraud or other illegal activity checks before authorising any withdrawal or transfer of your funds, including in relation to returning of your Client Funds to you after your Account is closed

10.10 Termination of this Agreement shall not affect any rights of a party against any other party which accrued up to and including the date of termination.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 You acknowledge and agree that, as between the parties, we own all rights, title and interest in and to the Site, our trade names, logos, trademarks, service marks, domain names, social media identifiers, all data collected through or from the Site (exceptClient IP), all audiovisual content, video recordings, audio recordings, photographs, graphics, artwork, text or any other content created by us or at our direction, or assigned to us, and any materials, software, technology or tools used or provided by us to provide, promote, sell/resell (as may be applicable) or distribute the Services and conduct our business in connection therewith (collectively “Peratera IP”).

11.2 The Peratera IP excludes Data that you provide to us that is not Peratera IP and that is personal information of you or any other party to a Transaction (Client IP). You hereby irrevocably grant us and our affiliates a perpetual, fully paid-up, royalty-free, non-exclusive, worldwide, irrevocable, freely transferable right and license to:

1. use, reproduce, perform, display, and distribute the Client IP;
2. adapt, modify, re-format, and create derivative works of Client IP,

for the purpose of, and in connection with, providing the Services and for any other purpose stated in the Privacy Policy.

11.3 You shall only use the Peratera IP strictly for the purpose of obtaining the Services and you shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Peratera IP or any portion thereof, or use such Peratera IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution.

11.4 You shall not prepare any derivative work based on the Peratera IP or translate, reverse engineer, decompile or disassemble the Peratera IP. You shall not take any action to challenge or object to the validity of our rights in the Peratera IP or our ownership or registration thereof. Except as specifically provided in this Agreement, you and any third party assisting you with your obligations in this Agreement, are not authorized to use Peratera IP in any medium without prior written approval from our authorized representative.

11.5 You shall not include any trade name, trademark, service mark, domain name, social media identifier, of ours or our affiliates, or any variant or misspelling thereof, in any trademark, domain name, email address, social network identifier, metadata or search engine keyword. You shall not use or display any Peratera IP in a manner that could reasonably imply an endorsement, relationship, affiliation with, or sponsorship between you or a third party and us. All rights to the Peratera IP not expressly granted in this Agreement are reserved by us.

11.6 Subject to clause 11.2, if you provide us or any of our affiliates with feedback, suggestions, reviews, modifications, Data, images, text, or other information or content about a Product or otherwise in connection with this Agreement or any Peratera IP (collectively, Feedback) then you irrevocably assign to us all the right, title, and interest in and to such Feedback for no payment. In the event your assignment to us is invalid for any reason, you hereby irrevocably grant us and our affiliates a perpetual, fully paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to:

1. use, reproduce, perform, display, and distribute Feedback;
2. adapt, modify, re-format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person.

11.7 You warrant (on an on-going basis) and you must ensure that:

1. Data and Feedback, and our use of any of it for any purpose, does not infringe any third party's intellectual property rights;
2. you have full rights and authority to provide us with all rights, title, interest and licences in relation to the Data and Feedback provided to us under this Agreement.

11.8 The Platform may incorporate components licensed to Peratera by third parties, which may be subject to their own end user licence agreements (Third Party Licences).

11.9 You agree that the use of the Platform, in addition to this Agreement, will be governed by any terms and conditions specified by any Third Party Licence that applies to the Platform, including but not limited to those appended to this Agreement or separately notified to you.

11.10 You agree to be bound by and observe all terms and conditions of any Third Party Licence and acknowledge that any breach of a Third Party Licence will entitle Peratera to terminate the Licence and exercise its rights under clause 10.

12 CONFIDENTIALITY & PRIVACY

12.1 In this Agreement “Confidential Information” is:

1. any all commercial, financial, legal and technical information, documents and know-how (whether written, oral, or in recorded or tangible form) concerning a party and its business and operations whether provided or made available before or after disclosure of this Agreement;
2. the nature and identity of a party’s customers and suppliers (where relevant);
3. all notes, electronic records, calculations, conclusions, summaries, copies, reproductions and other material derived or produced by or for a party partly or wholly from the information contained in paragraph (a);
4. Peratera IP;
5. any dispute between the parties under this Agreement.

12.2 Each party must keep confidential, and must not disclose or use, the Confidential Information of the other party except to the extent:

1. strictly necessary to comply with obligations under this Agreement, to obtain the benefit of this Agreement and to enforce a party’s rights under this Agreement;
2. required by law, a court of competent jurisdiction or a regulatory body;
3. the parties agree in writing it is not confidential;
4. disclosed to professional advisers who are subject to equivalent obligations to confidentiality;
5. in the case of Peratera, the disclosure or use is a permitted use or disclosure in the Privacy Policy from time-to-time;
6. in the case of Peratera, the disclosure or use is in connection with the sale of all or part of its business or its shares, and the recipients are subject to equivalent obligations to confidentiality;
7. the Confidential Information is rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

12.3 By using the Platform or the Services, you agree to:

1. the terms of the Peratera privacy policy (which forms part of this Agreement). A copy of our privacy policy may be viewed on the Platform; and
2. if applicable, our Data Protection Agreement.

13 LEGAL COMPLIANCE

13.1 You are responsible for ensuring you, and you agree to, comply with the Law in New Zealand and anywhere you reside, or are located, in connection with the Services, Platform and Transactions including that you will:

1. comply with Laws relating to money remittances, currency transfers and anti-money laundering; and
2. obtaining any necessary licences, consents, authorisations and exemptions required to enter into this Agreement and Transactions.

14 SUPPORT

If you require support in relation to your use of the Platform, or any of our Services, please visit our support page at https://peratera.com/contact-us

15 UNCLAIMED MONEY

15.1 If we hold an amount of money for you and:

1. that amount is unclaimed or unused by you for 5 years after we receive it from you; or
2. we are unable to return that amount to you at any time including because we are unable to locate and communicate with you despite making reasonable efforts to do so,

the amount shall be dealt with by used as permitted or required under the Unclaimed Money Act 1971 (NZ) (or any equivalent law in any jurisdiction). In addition and without limiting the foregoing, we will have no liability to you whatsoever, and howsoever arising, with respect to the unclaimed amount, if it remains unclaimed for six years after receipt or is otherwise dealt with as permitted or required under the Unclaimed Money Act 1971 (also any equivalent law in any jurisdiction).

16 YOUR INDEMNITY

16.1 You hereby indemnify and keep indemnified, Peratera, and its personnel against all loss, cost, expense or damage which Peratera, or its personnel, as a direct or indirect result of:

1. any breach or alleged breach by you of this Agreement, or the representations and warranties made by you in this Agreement;
2. any mistake or misrepresentation made by you in connection with your Account application;
3. any claim for your taxes arising from using the Services;
4. any claim arising out of your negligence, fraud or willful misconduct;
5. any use of the Platform or Services by you in breach of this Agreement;
6. your violation of any law or Peratera IP or the intellectual property rights of a third party; or
7. any legal proceedings or any claim made against Peratera or its personnel by a third party, in connection with providing our Services to you (except service providers engaged by us).

16.2 Any amount payable by you under the forgoing indemnity will be reduced to the extent that Peratera caused or contributed to the relevant act or event giving rise to the indemnity in connection with Peratera’s negligence, wilful default or fraud.

16.3 We maintain the right to control our own defence and to choose and appoint our own defence counsel, regardless of the presence or absence of a conflict of interest between us and you. Your duty to defend and indemnify us includes the duty to pay our and our personnel’s reasonable solicitor’s fees and costs (on a solicitor/client basis) including any expert fees.

17 LIABILITY AND DISCLAIMER

17.1 To the maximum extent permitted by Law, you acknowledge and agree that Peratera has made no representations or warranties that the Services will be error free.

17.2 To the maximum extent permitted by Law, you agree that Peratera will not be liable or responsible for any failure in, or delay in, the provision of the Services or in Peratera complying with its obligations under this Agreement where such failure or delay has arisen as a direct or indirect result of:

1. epidemic, pandemic, fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
2. denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
3. a significant demand being placed on telecommunications infrastructure, or on Peratera’s Services, which is above the usual level of demand and which results in a failure of Peratera’s software or hardware to function correctly or in a timely manner;
4. the failure of any third party to fulfil any obligations to Peratera;
5. any bugs, viruses, or other harmful code that may be transmitted to or through the Services; or
6. any other circumstances or event similar to the above which is beyond the reasonable control of Peratera.

17.3 To the maximum extent permitted by Law, in the event any terms, conditions, representations or warranties are implied by statute, common law or equity into this Agreement which cannot be lawfully excluded (Prescribed Terms), such Prescribed Terms will apply, save that Peratera’s liability for breach of any such Prescribed Terms will be limited, to the maximum extent permitted by law, at Peratera’s option, to any one or more of the following:

1. in the case of Services, the cost of supplying the Services again or payment of the cost of having the services supplied again; and
2. in the case of software or other goods, the cost of replacing the goods, supplying equivalent goods or having the goods repaired, or payment of the cost of replacing the goods, supplying equivalent goods or having the goods repaired

17.4 If Peratera’s liability for breach of any Prescribed Terms are capable of exclusion, they are hereby excluded to the fullest extent permitted by law

17.5 To the maximum extent permitted by Law, and subject to clause 18.3, any conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied or conferred by statute, custom or the general law that impose any liability or obligation on us are excluded under this Agreement.

17.6 No provision of this Agreement overrides your rights under the Consumer Guarantees Act 1993 (NZ), where that is not permitted under the Act. However, if you are in trade, you agree that you are entering into this Agreement for the purpose of trade, that the parties are contracting out of the Act and that it is fair and reasonable that the parties are bound by this clause.

17.7 Subject to clause 18.4, and to the maximum extent permitted by law, Peratera’s liability to you arising directly or indirectly under or in connection with this Agreement or otherwise in connection with or in any way relating to the Platform or any of the Services, and whether arising under any indemnity, statute, in tort (for negligence or otherwise) or on any other basis in law or equity, is limited as follows:

1. Peratera excludes all liability for loss of revenue, loss of goodwill, loss of customers, loss of capital, downtime costs, loss of profit, loss of or damage to reputation, loss under or in relation to any other contract, loss of data, loss of use of data, loss of anticipated savings or benefits, or any indirect, consequential or special loss, damage, cost or expense or other claims for consequential compensation, incurred by or awarded against you under or in any way connected with this Agreement or otherwise in connection with or in any way relating to the Platform or Services; and

2. Peratera’s total aggregate liability to you under or in any way connected with this Agreement, or otherwise in connection with or in any way relating to the Platform or Services, is otherwise limited to the lesser of:

   • NZD10,000.00; or
   • Amount of Fees paid by you to Peratera for the previous 12 months.

17.8 You acknowledge that certain aspects of the Services may be provided by one or more third parties, in which case the relevant third party’s or third parties’ terms and conditions apply. To the maximum extent permitted by law, you agree that Peratera does not provide any warranties or guarantees, nor accepts any liability of any kind in relation to those aspects of the Services.

17.9 No recourse shall be had for the payment of any amount owing in respect of any obligation of, or claim against, us under or in connection with this Agreement against any of our personnel.

18 Amendments

18.1 Except as provided below, this Agreement may not be amended other than by written agreement of the parties.

18.2 Peratera reserves the right to amend this Agreement in its sole and absolute discretion, as follows:

1. if Peratera considers that the change is likely to benefit you or have a neutral or minor detrimental impact on you, it may make any changes immediately without notifying you except by publishing the amended Agreement (as applicable) on the Platform; and
2. if Peratera considers that the change is likely to have a significant detrimental impact on you, it will make the change after it has provided reasonable notice to you of the change (solely by using the email address you have provided) and will display a notice on the Platform describing the change.

Those amendments shall come into full force and effect immediately upon publication on the Platform (where clause 19(a) applies) and by notice to you as provided in clause 19(b).

19 COMPLAINTSTS ESCALATION AND RESOLUTION

Complaint Resolution

Peratera (New Zealand) Limited has an internal dispute complaints process and belongs to a Government approved dispute resolution scheme in New Zealand. If you are unhappy in any way with our Services please contact us at [email protected] and provide details.

A summary of our internal disputes resolution process is as follows:

• We will consider your complaint and try to resolve it.
• If we are unable to resolve your complaint promptly, we will acknowledge your complaint in writing within seven (7) Business Days of receipt. We may contact you for further information.
• We try to resolve complaints within 20 Business Days of receipt. If we need more time we will let you know and advise on how much more time we require.
• We will let you know the outcome of your complaint.

If you are not satisfied with the resolution of your complaint you have the right to contact the Financial Dispute Resolution Service (FDRS), a Government approved dispute resolution scheme, who provides a free, independent, dispute resolution service that may help investigate or resolve your complaint.

20 General

20.1 Assignment: You must not assign or novate any of your rights or obligations under this Agreement. You agree that Peratera may however assign or novate this Agreement at any time, with or without notice to you.

20.2 Construction: The parties acknowledge and agree that no rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of this Agreement or part of it.

20.3 Communication: You consent, for all purposes, to receive any notices and communications under or in connection with this Agreement in electronic form or via electronic process (including via the Peratera platform or email) we nominate from time-to-time.

20.4 Entire agreement: This Agreement constitutes the entire agreement of the parties in respect of the matters covered by it and supersedes all earlier negotiations, communications, agreements and understandings.

20.5 Joint and Several Liability: If you consist of more than one person then any obligation or liability of those persons under this Agreement shall be joint and several obligations and liabilities to be observed or discharged by two or more parties and shall be observed by them jointly and severally.

20.6 Reliance: Our Services are provided, and obligations are owed, to you only and do not extend to any other person (including family members, directors and related companies).

20.7 No Waiver: No failure to exercise or delay in exercising any right, remedy or power under this Agreement, is a waiver of the right to demand exact compliance with this Agreement.

20.8 Continuing clauses: Clauses which, by their nature are intended to survive termination or expiry of the Agreement, including clauses 9.8, 11, 16, 16 and 17, will survive termination or expiry of this Agreement.

20.9 Partial Invalidity: If any provision of this Agreement is or becomes invalid or unenforceable, that provision shall be deemed deleted from this Agreement and such invalidity or unenforceability shall not affect the other provisions of this Agreement, all of which shall remain in full force and effect to the maximum extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provisions.

20.10 Rights and remedies are not mutually exclusive: To the fullest extent permitted by law, a party's rights, remedies and discretions, whether provided for in this Agreement, at Law or otherwise, are not mutually exclusive, can be exercised more than once, and are cumulative and not alternative, and may be exercised independently, or in any combination, at any time by that party.

20.11 Law: This Agreement will be construed in accordance with and will be governed by the laws in force in New Zealand. Each of the parties irrevocably submits to and accepts the non-exclusive jurisdiction of any courts of New Zealand.