Introduction

  1. 1. 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”).
  2. 2. Ainslie Wealth’s address on the ethereum blockchain is 0x5FB9E9C359CC7191b0293d2FAF1cC41cE3688D75. The ethereum blockchain is a distributed ledger on which self-enforcing agreement 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.
  3. 3. 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.
  4. 4. This Agreement sets forth principles, terms and conditions of use by the Token Holder of AUS Tokens.
  5. 5. 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

  1. 6. Ainslie Wealth will mint AUS Tokens upon delivery of Bullion to GSSC at the rate of 1 AUS Token for every gram of Bullion delivered.
  2. 7. Ainslie Wealth will not mint new AUS Tokens, or release AUS Tokens back into circulation where Option Rights have been exercised, unless GSSC holds sufficient Bullion at the rate of 1 gram of gold per AUS Token in circulation.
  3. 8. 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.
  4. 9. 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.
  5. 10. Upon transferring AUS Tokens from one wallet address to another a transaction fee of 0.2% of the value of the AUS Tokens is deducted. Ainslie Wealth may decrease the transaction fee at any time without notice or may increase the fee by up to 0.1% at any time with 30 days’ prior notice.
  6. 11. If Token Holder sends more than 0.0001 AUS, the minimum fee will be 0.0001 AUS and the recipient receives the balance. If Token Holder sends 0.0001 AUS or less, 0.0001 AUS will be paid in fees and nil will be received by the recipient.

Token Features

  1. 12. Each AUS Token confers upon the Token Holder an option to exchange each AUS Token for 1 gram of gold upon payment of the Strike Price.
  2. 13. The Strike Price is set as 1000 AUD per AUS Token or part thereof, but Ainslie Wealth will waive the Strike Price for each 1000 AUS Tokens where the Option Rights are exercised simultaneously.
  3. Example: The Strike Price on 100 AUS Tokens is $100,000, the Strike Price on 1000 AUS Tokens is NIL and the Strike Price on 1,100 AUS Tokens is $100,000.
  4. 14. Ainslie Wealth or GSSC will provide Token Holder with thirty (30) days’ prior written notice of any change to the Strike Price by updating this Agreement on the website.

Ownership of Bullion

  1. 15. Ainslie Wealth is at all times the beneficial owner of the Bullion and GSSC will hold legal title to the Bullion on behalf of Ainslie Wealth.
  2. 16. Ainslie Wealth undertakes to hold the Bullion available to satisfy the exercise of Option Rights and GSSC will not deal with the Bullion other than in accordance with instructions from Ainslie Wealth.
  3. 17. GSSC undertakes to (a) hold the Bullion in a secure facility or vault, (b) ensure that the Bullion remains free from any Security Interests, (c) 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 Option Right, and (d) 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.
  4. 18. The Token Holder has no legal or beneficial interest in the Bullion, and no fees are payable by Token Holder to Ainslie Wealth or GSSC in respect of insurance or storage of the Bullion.

Exercising The Option

  1. 19. Upon exercise of an Option Right, Ainslie Wealth will arrange for the transfer of legal ownership of 1 gram of gold to Token Holder per AUS Token. Ainslie Wealth reserves the right to deliver the gold from the Bullion held by GSSC or otherwise supply gold from alternative sources.
  2. 20. Token Holder may exercise the Option Right at any time by making a written request by email or a request in person to Ainslie Wealth and paying the Strike Price.
  3. 21. Ainslie Wealth is entitled to retain the Bullion in the event that the Token Holder fails to pay the Strike Price when due and payable or if payment of the Strike Price is dishonoured.
  4. 22. Upon receiving a written or in person request to exercise an Option Right, Ainslie Wealth will direct Token Holder to transfer all AUS Tokens for which Option Rights are exercised to a digital currency wallet nominated by Ainslie Wealth.
  5. 23. Ainslie Wealth retains the discretion to burn or resell any redeemed AUS Tokens and create a transaction identification number for the transaction if burned.

Liability Of Custodian

  1. 24. The parties acknowledge and agree that GSSC holds the Bullion on trust for Ainslie Wealth. 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 exercise of the Option Rights and GSSC is indemnified in respect of any other Liability incurred by it as custodian of the Bullion.
  2. 25. The limitation in clause 26 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 Underlying Assets

26. Within five (5) business days of receiving transferred AUS Tokens for which Option Rights have been exercised, or within five (5) Business Days of receiving the Strike Price (whichever is later), Ainslie Wealth will instruct GSSC to deliver the gold to Token Holder using one of the following methods (at Token Holder’s election):

  • Collection: Token Holder may collect the gold, by appointment, from an address agreed at least ten (10) Business Days in advance.
  • Collection from Reserve Vault: Token Holder may store the gold 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 gold, Token Holder may collect the gold by appointment from Reserve Vault. Token Holder may not collect gold from the Reserve Vault without having stored the Bullion there.
  • Physical delivery: Token Holder may, for an additional charge, have the gold 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 gold being delivered. In the event that Token Holder or Token Holder’s pre-identified representative is not present to receive the gold, 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 delivery charge is paid with cleared funds,
  • Storage: Token Holder may elect to open an allocated storage account with Ainslie Bullion and hold the gold in that account, in which case Ainslie Bullion will charge Token Holder the usual rates for storage.

27. Ainslie Wealth reserves the right to decline, at its discretion, to deliver the gold to Token Holder’s nominated address.

28. 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.

29. Ainslie Wealth or GSSC undertake to make reasonable efforts to notify Token Holder in the event of a delivery delay.

Record Keeping

  1. 30. GSSC will supply to Ainslie Wealth a list of serial numbers to identify individual bars forming part of the Bullion. Ainslie Wealth will maintain a database of Bullion, including sufficient information to identify individual Bullion bars.
  2. 31. Upon exercise of Token Holder’s Option Right which Ainslie Wealth elects to satisfy by delivery of gold out of the Bullion, 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.

Verification Rights

  1. 32. Ainslie Wealth will engage an accredited assurance firm, who will conduct a verification of the Bullion held by GSSC 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.
  2. 33. Subject to the auditor’s consent, the latest report of factual findings will be published on the goldsilverstandard.com website.
  3. 34. Where the auditor declines to consent as set out in clause 32 , 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

35. 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 other than the transaction fee referred to in clause 11 .
  • There may be fees involved in mining the AUS Tokens on the blockchain.

Risks Of Trading And Holding Crypto Tokens

General Risks

36. 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.

Security

  1. 37. 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.
  2. 38. Token Holder acknowledges that where Token Holder suffers liability due to a security breach arising due to Token Holder’s acts or omissions, Token Holder has no recourse against either GSSC or Ainslie Wealth.

Lost Tokens

39. 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 Option Rights.

Updates To Technology

40. 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.

41. 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

  1. 42. 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.
  2. 43. 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 gold upon exercise of the Option Right in accordance with this Agreement.
  3. 44. 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.
  4. 45. Token Holder understands and acknowledges that whilst GSSC makes every effort to keep the website 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

  1. 46. Ainslie Wealth may at any time amend this Agreement.
  2. 47. The Agreement shown on the website is considered the current Agreement.
  3. 48. 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

  1. 49. 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.
  2. 50. 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.

Jurisdiction

  1. 51. 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.

Business Hours

  1. 52. 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.
  2. 53. Notwithstanding the above, Token Holder acknowledges and understands that Ainslie Wealth and GSSC are not contactable, and therefore no Option 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.

Privacy

  1. 54. Any information that GSSC or Ainslie Wealth collects about Token Holder will be used and disclosed in accordance with the Ainslie Wealth Privacy Policy.

Definitions

  1. 55. “Bullion” means the gold bullion held by GSSC on trust for Ainslie Wealth at the rate of 1 gram of gold per AUS Token in circulation. Bullion will be in bar form, include a recognised hallmark, be stamped with the weight, and the purity which shall be no less than 99.99% .
  2. 56. “Business Day” means any day that banks are open for trading in the Jurisdiction.
  3. 57. “Database” means the database referred to in clause 31 .
  4. 58. “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.
  5. 59. “Lost Tokens “ means AUS Tokens referred to in clause 42 .
  6. 60. “Option Right” means the option granted in clause 12 .
  7. 61. “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.
  8. 62. “Strike Price” has the meaning given in clause 13 .
  9. 63. “TXID” means the transaction ID number referred to in clause 24.