- This Tokenholder Agreement (the Agreement) is between Elibert Pty Ltd ACN 625 814 173 (Ainslie Wealth), GSSC Pty Ltd (GSSC), and any legal or natural person that accepts its terms (the “Token Holder”).
- Ainslie Wealth’s address on the ethereum blockchain is 0x171f9cfc136f2b2aaa148fcc6b660a2029bab048. The ethereum blockchain is a distributed ledger on which self-enforcing agreements called smart contracts are deployed and provide global consensus for enforcement of agreements. The Token Holder is identified by their public address on the ethereum blockchain.
- Ainslie Wealth develops and mints tokens referred to as AUS Tokens in this Agreement. AUS Tokens are backed with gold at the rate of 1 gram of gold bullion per 1 AUS Token.
- This Agreement sets forth principles, terms and conditions of use by the Token Holder of AUS Tokens.
- Token Holder is subject to and bound by this Agreement by virtue of signing a transaction to AUS Token Smart Contract.
Issuing and Token Transfer
- Ainslie Wealth will mint AUS Tokens at the rate of 1 AUS Token for every gram of Bullion.
- Ainslie Wealth will not mint new AUS Tokens, or release AUS Tokens back into circulation where a Token Holder has redeemed their AUS Tokens unless Ainslie Wealth holds sufficient Bullion at the rate of 1 gram of gold per AUS Token in circulation.
- AUS Tokens are issued to Token Holder in exchange for fiat or cryptocurrency and cannot, as per the AUS Token Smart Contract, be reversed. All exchanges are final.
- Token Holder may purchase, sell or transfer AUS Tokens either directly from Ainslie Wealth through an over- the-counter transaction or from any exchange listing AUS Tokens.
- Each AUS Token (or fraction thereof) confers upon the Token Holder legal title to 1 gram of gold (or fraction thereof) and is a digital certificate of that legal entitlement.
- Immediately after purchasing an AUS Token (or fraction thereof), Token Holder instructs Ainslie Wealth to deliver their 1 gram entitlement (or fraction thereof) to GSSC for storage and safekeeping.
- Ainslie Wealth agrees to comply with the instruction in clause 13 and may effect this instruction by requesting GSSC to allocate the requisite amount of Bullion from any reserves held by GSSC on behalf of Ainslie Wealth.
- Ainslie Wealth has complete discretion as to the denomination, size or form of the Bullion delivered to GSSC in accordance with a clause 14.
- Once the AUS Token (or fraction thereof) has been purchased by a Token Holder, Ainslie Wealth no longer holds any title or interest in or to the Bullion. All legal title to the Bullion is held by the Token Holder.
- Once the Bullion is delivered to GSSC under clause 14, GSSC does not obtain any title or interest in or to the Bullion. GSSC merely accepts delivery of and stores the Bullion on the instruction of the Token Holder and the Token Holder retains all legal title to the Bullion.
- GSSC undertakes to:
- hold the Bullion in a secure facility or vault;
- not to deal with the Bullion (including leasing to a third party) other than in accordance with instructions from the Token Holder pursuant to this Agreement;
- ensure that the Bullion remains free from any Security Interests;
- have in place policies and procedures to ensure that the Bullion is not and cannot be used for any purpose other than to satisfy delivery of Bullion to a Token Holder upon exercise of their right to redeem an AUS Token; and
- within 5 Business Days of receiving a written request from the Token Holder, provide the Token Holder with the most recent report of factual findings provided by the assurance firm to GSSC.
- No fees are payable by Token Holder to GSSC in respect of insurance or storage of the Bullion.
withdrawal of bullion
- Token Holder may withdraw all or part of the Bullion owned by the Token Holder at any time by making a request to redeem an AUS Token, such a request to be in writing by email or a request in person to Ainslie Wealth.
- Upon electing to withdraw all or part of the Bullion owned by the Token Holder, the Token holder must pay the Withdrawal Fee.
- Upon receiving a written or in person request to withdraw Bullion, , Ainslie Wealth will direct Token Holder to transfer AUS Tokens in an equivalent amount to the Bullion to be withdrawn to a digital currency wallet nominated by Ainslie Wealth.
- Ainslie Wealth retains the discretion to burn or resell any redeemed AUS Tokens and will create a transaction identification number for the transaction if burned.
Liability Of Custodian
- The parties acknowledge and agree that GSSC holds the Bullion on behalf of Token Holders, who hold legal title to the Bullion once the AUS Token is issued or transferred to Token Holder. For the avoidance of doubt, GSSC does not obtain any title to or interest in the Bullion.
- Except in the case of and to the extent of fraud, negligence or wilful misconduct or default on the part of GSSC, GSSC will not be liable to pay or satisfy any obligation other than the delivery of the Bullion upon the Token Holder exercising its right to withdraw Bullion by redeeming an AUS Token under this Agreement.
- The limitation in clause 24 does not apply to the extent that the Liability arises as a result of GSSC’s fraud, gross negligence or wilful misconduct. Where GSSC has committed fraud or wilful misconduct or default or been negligent, GSSC will be liable to pay out of its own funds, property and assets the unsatisfied amount of that Liability but only to the extent of the total amount, if any, by which the parties have suffered Liability by reasons of fraud, negligence or wilful default by the GSSC in the performance of GSSC’s duties under this Agreement.
Delivery Of The bullion
- Within five (5) business days of receiving transferred AUS Tokens under clause 20 , Ainslie Wealth will instruct GSSC to deliver the Bullion to Token Holder using one of the following methods (at the Token Holder’s election):
- Collection: Token Holder may collect the Bullion, by appointment, from an address agreed at least ten (10) Business Days in advance.
- Collection from Reserve Vault: Token Holder may store the Bullion at Reserve Vault, an independently-owned world-class secure storage service located in Brisbane’s CBD (http://reservevault.com.au). When the Token Holder no longer wishes to store the Bullion, Token Holder may collect the Bullion by appointment from Reserve Vault. Token Holder may not collect Bullion from the Reserve Vault without subsequently storing the Bullion there.
- Physical delivery: Token Holder may, for an additional charge, have the Bullion delivered to a physical address by registered courier, subject to some delivery location restrictions. The courier will operate under appropriate levels of security according to the amount of Bullion being delivered. In the event that Token Holder or Token Holder’s pre-identified representative is not present to receive the Bullion, that delivery will be returned to the courier’s base of operations and Token Holder will be responsible for contacting the courier to re-arrange delivery at their expense. Delivery will only occur after the cost of the delivery is paid with cleared funds,
- Storage: Token Holder may elect to open an allocated storage account with Ainslie Bullion and hold the Bullion in that account, in which case Ainslie Bullion will charge Token Holder the usual rates for storage.
- Ainslie Wealth reserves the right to decline, at its discretion, to deliver the Bullion to Token Holder’s nominated address.
- If Token Holder makes any further withdrawal requests during the five (5) day timeframe in clause 26 (Delivery Timeframe), Ainslie Wealth reserves the right to either:
- Charge a separate Withdrawal Fee for each withdrawal request; or
- Aggregate the delivery of the Bullion referrable to those withdrawal requests, in which case the delivery of some Bullion may be delayed in order to aggregate delivery and only one Withdrawal Fee will be charged.
Ainslie Wealth will notify Token Holder of which option it has selected for the delivery of the Bullion and will notify Token Holder the date, or dates, by which Ainslie Wealth will deliver the Bullion for all withdrawal requests made in accordance with clause 26. The date for delivery for all redemption requests aggregated under this clause must be no later than thirty (30) days from the date of the first redemption request made by Token Holder.
- Token Holder acknowledges and understands that while Ainslie Wealth and GSSC undertake to use best endeavours to deliver the Bullion to Token Holder within 30 days, there may be delays in delivery for reasons outside Ainslie Wealth or GSSC’s control.
- Ainslie Wealth or GSSC undertake to make reasonable efforts to notify Token Holder in the event of a delivery delay.
- GSSC will supply to Ainslie Wealth a list of serial numbers to identify individual bars forming part of the Bullion that it stores on behalf of Token Holders under this Agreement.
- Ainslie Wealth will maintain a database of Bullion, including sufficient information to identify individual Bullion bars that represent the total value of all AUS Tokens minted.
- Upon exercise of Token Holder’s right to withdraw under clause 20 and the delivery of Bullion in accordance with clause 26 and 28 (if applicable), Ainslie Wealth will update the Database to record the TXID, the serial number of the Bullion to be removed from GSSC’s custody, and the weight and the location of the Bullion.
- Ainslie Wealth will engage an accredited assurance firm, who will conduct a verification of the Bullion held by GSSC on behalf of Token Holders each quarter to verify the serial numbers and amount of Bullion is equivalent to 1 gram of gold per AUS Token in circulation per agreed upon procedures in accordance with ASRS 4400.
- Subject to the auditor’s consent, the latest report of factual findings will be published on the goldsilverstandard.com website.
- Where the auditor declines to consent as set out in clause 36, Token Holder may request a copy of the most recent report of factual findings from Ainslie Wealth, which will be delivered in electronic form within five (5) Business Days of Ainslie Wealth receiving the written request.
Third Party Fees
- Additional fees may apply to trading AUS Tokens that are not imposed by Ainslie Wealth or GSSC, including, but not limited to:
- An exchange may impose fees upon transactions involving the AUS Tokens (or part thereof);
- Any fee, cost or charge incurred in relation to any transaction involving the AUS Tokens (or part thereof) on the blockchain.
Risks Of Trading And Holding Crypto Tokens
- The trading or holding of crypto tokens, including the AUS Tokens, involves significant risks and potentially may incur substantial loss. It is important that Token Holder carefully considers and assesses whether the trading or holding of crypto tokens or digital currency (including the AUS Tokens) is suitable for Token Holder’s financial circumstances and tolerance to risk.
- It is important for Token Holder to take precautions when transferring and storing AUS Tokens. Token Holder should be familiar with the security measures available when using a wallet service or other device for storage and ensure passwords remain secure when operating in a digital environment.
- Token Holder acknowledges that where Token Holder suffers liability due to a security breach arising due to Token Holder’s acts or omissions, or acts or omissions of any wallet service used by Token Holder, Token Holder has no recourse against either GSSC or Ainslie Wealth.
- Token holders acknowledge that:
- In the event that Token Holder loses access to Token Holder’s crypto wallet, Token Holder is aware and understands that neither GSSC nor Ainslie Wealth are able to access that wallet on Token Holder’s behalf and there is a risk that any digital currencies or crypto tokens (including the AUS Tokens) will no longer be accessible.
- In the event that Token Holder purchases the AUS Token, and the AUS Token is incompatible with Token Holder’s chosen wallet, that AUS Token may not transfer to Token Holder’s digital wallet and it may become a Lost Token.
- Where the AUS Tokens become Lost Tokens, Token Holder will not have any recourse against either GSSC or Ainslie Wealth and Token Holder may not exercise any rights under those Lost Tokens, including but not limited to any right to exchange or withdraw under clause 20.
Updates to Technology
- In the event that GSSC or Ainslie Wealth update any relevant technological systems, for example:
- Transferring the Tokens to a new blockchain;
- Undertaking a fork in the blockchain; or
- Changing the token-type, including redemption or re-issuing of Tokens,
Ainslie Wealth will provide Token Holder with at least two (2) months’ prior written notice.
- Token Holder acknowledges that GSSC and Ainslie Wealth will not be responsible for any liability that Token Holder suffers as a result of Token Holder’s failure to take steps to ensure that Token Holder will be able to access and use the AUS Tokens through the new technology.
Indemnities And Disclaimers
- Neither GSSC nor Ainslie Wealth is responsible or liable for any AUS Tokens once they are transferred to Token Holder’s digital currency wallet. Neither GSSC nor Ainslie Wealth take any responsibility for misappropriation, loss or theft of Token Holder’s AUS Tokens or other tokens.
- Token Holder indemnifies and releases Ainslie Wealth and GSSC from and against all claims, suits, actions, demands, liability, costs and expenses (including legal costs and expenses on a solicitor and client basis) whether arising in tort, equity, under statute or contract, resulting from Token Holder’s purchase of the AUS Tokens, other than delivery of Bullion upon receipt of a withdrawal request in accordance with this Agreement.
- No party will have any liability to the other parties under this Agreement for indirect or consequential loss, including but not limited to fines, penalties, loss of use, loss of profit, loss of opportunity, loss of enjoyment, loss of business, and loss of revenue.
- Token Holder understands and acknowledges that whilst GSSC makes every effort to keep the website operational and efficient, GSSC takes no responsibility for and is not liable for the website being unavailable due to technical issues beyond GSSC’s reasonable control.
Changes To Terms And Conditions
- Ainslie Wealth may at any time amend this Agreement.
- For the avoidance of doubt, Ainslie Wealth may amend under clause 47 the amount or type of fees charged in relation to the AUS Tokens.
- The Agreement shown on the website is considered the current Agreement.
- If Token Holder does not agree with the provisions of the new Agreement, Token Holder should immediately sell or transfer Token Holder’s AUS Tokens.
Waiver Of Rights
- In the event that any party fails to exercise or enforce any right granted by this Agreement, that failure cannot be taken as a waiver of such right or provision.
- If any provision of this Agreement is found by a court to be invalid, the parties agree that all other provisions of this Agreement remain in full force and effect.
- The jurisdiction of this Agreement is the State of Queensland (the Jurisdiction) and this Agreement shall be governed by the laws of the Jurisdiction without regard to any conflict of law provisions. All parties agree to submit to the exclusive jurisdiction of the courts of the Jurisdiction.
- Token Holder acknowledges that any requests, submissions or written communication submitted to Ainslie Wealth outside of business hours in the Jurisdiction, being 9.00 am to 4.00 pm AEST will not be actioned until the next Business Day.
- Notwithstanding the above, Token Holder acknowledges and understands that Ainslie Wealth and GSSC are not contactable, and therefore no withdrawal rights may be exercised, in any holiday periods, being generally a 2 week Christmas shutdown as displayed on the homepage of the Ainslie Wealth website.
- “Bullion” means the gold bullion in bar form, including a recognised hallmark and stamped with the weight and the purity, which shall be no less than 99.99%, to which each AUS Token (or fraction thereof) confers ownership of 1 gram (or fraction thereof).
- “Business Day” means any day that banks are open for trading in the Jurisdiction.
- “Database” means the database referred to in clause 33.
- “Liability” means any liability (whether actual or prospective), loss, damage, cost or expense of any description, arising under any theory of liability, including but not limited to tort, statute, breach of contract or equity, and including legal fees on a solicitor and own client basis.
- “Lost Tokens“ means AUS Tokens referred to in clause 42.
- “Security Interest” includes a mortgage, encumbrance, debenture, charge, lien, pledge, deposit by way of security, agreement for sale on deferred terms, option, right of pre-emption, claim, covenant, interest or power in or over an interest in an AUS Token.
- “TXID” means the transaction ID number referred to in clause 23.
“Withdrawal Fee” means AU $250 or such other amount advised at the time a withdrawal request is made under clause 20, which is payable for each separate withdrawal request under this Agreement made by Token Holder, regardless of the size of the redemption request and whether other redemption requests are, or have been, made.