Last Updated: 8 November 2022
This agreement is for users who reside in New Zealand.
By registering for a Binance Account, accessing the Platform and/or using the Binance Services, you agree that you have read, understood and accepted these Terms, together with any additional documents or terms referred to in these Terms. You acknowledge and agree that you will be bound by and will comply with these Terms, as updated and amended from time to time.
If you do not understand and accept these Terms in their entirety, you should not register for a Binance Account or access or use the Platform or any Binance Service.
As with any asset, the value of Virtual Assets can fluctuate significantly and there is a material risk of economic loss when buying, selling, holding or investing in Virtual Assets. You should therefore consider whether trading or holding Virtual Assets is suitable for you in light of your financial circumstances.
Further information on the risks associated with using the Binance Services is set out in our Risk Warning, which may be updated from time to time. You should read the Risk Warning carefully, however it does not explain all of the risks that may arise, or how such risks relate to your personal circumstances.
It is important that you fully understand the risks involved before making a decision to use the Binance Services.
We are not your broker, intermediary, agent or advisor and we have no fiduciary relationship or obligation to you in connection with any Transactions or other activities you undertake when using the Binance Services. We do not provide investment or consulting advice of any kind and no communication or information that we provide to you is intended as, or should be construed as, advice of any kind.
It is your responsibility to determine whether any investment, investment strategy or related transaction is appropriate for you according to your personal investment objectives, financial circumstances and risk tolerance and you are solely responsible for any associated loss or liability. We do not recommend that any Virtual Asset should be bought, earned, sold or held by you. Before making the decision to buy, sell or hold any Virtual Asset, you should conduct your own due diligence and consult your financial advisor. We are not responsible for the decisions you make to buy, sell or hold Virtual Assets based on the information provided by us, including any losses you incur arising from those decisions.
INFORMATION ABOUT OUR AGREEMENT WITH YOU
1.1. About us. We are part of the Binance group, a global blockchain and ecosystem centred around an online exchange for Virtual Assets trading, which provides users with a trading platform to buy and sell Virtual Assets, an integrated custody solution allowing users to store their Virtual Assets and other Virtual Asset-related services.
Investbybit Limited (trading as Binance New Zealand) is a limited liability company duly incorporated in New Zealand (company number 7101293) with its registered office at Bhive 72 Taharoto Road, Takapuna, Auckland 0622, New Zealand. We are registered on the New Zealand register of financial service providers (FSP number FSP1003864) in respect to the provision of the Binance Services in New Zealand. Investbybit Limited is not licensed by a New Zealand regulator to provide the Binance Services. Investbybit Limited's registration on the New Zealand register of financial service providers does not mean that Investbybit Limited is subject to active regulation or oversight by a New Zealand regulator.
1.2. These Terms. By registering to open a Binance Account you are entering into a legally binding agreement with us. These Terms will govern your use of the Binance Services and tell you who we are, how we will provide the Binance Services to you, how these Terms may be changed or terminated, what to do if there is a problem, along with other important information.
You must read these Terms, together with the documents referenced in the Terms, carefully and let us know if you do not understand anything.
Where any Local Terms apply to your use of the Binance Services, such Local Terms will take precedence over these Terms.
1.3. Additional documents. These Terms refer to a number of additional documents which also apply to your use of the Binance Services. This includes:
- Our Risk Warning, which sets out important information on the risks that can arise when buying, selling, holding or investing in Virtual Assets.
- The Fee Structure page on our Website.
- Product Terms, which set out additional terms and conditions that will apply to your use of specific Binance Services.
You acknowledge that you will be bound by, and agree that you will comply with, any relevant additional terms and conditions that apply to your use of the Binance Services.
2.1. Eligibility criteria. To be eligible to register for a Binance Account and use the Binance Services, you must:
- be an individual (of at least 18 years of age), corporation, legal person, entity or other organisation with the full power, authority and capacity to (1) access and use the Binance Services and (2) enter into and comply with your obligations under these Terms;
- be resident, established or incorporated in New Zealand;
- if you act as an employee or agent of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms;
- not have been previously suspended or removed from using Binance Services;
- not be a Restricted Person;
- not currently have an existing Binance Account, whether in New Zealand or otherwise; and
- not be located, incorporated, otherwise established in, a citizen of, or resident of:i) a jurisdiction where it would be illegal under Applicable Law for you to access or use the Binance Services, or cause us or any third party to contravene any Applicable Law; orii) a country listed in our List of Prohibited Countries.
2.2. Amending our eligibility criteria. We may amend our eligibility criteria at any time in our sole discretion. Where possible, we will give you at least fourteen (14) calendar days’ notice in advance notice of the change. However, we may occasionally need to make changes without telling you in advance. This may include where:
- we are making the change as a result of legal and/or regulatory changes;
- the changes being made are in your interest;
- and/or there is any other valid reason which means there is not time to give you notice.
Where we are unable to give you advance notice, we will let you know of the change as soon as possible after it is made.
3. How we contact each other
3.1. How you can contact us. For more information on Binance, you may refer to the information found on our Website. If you have questions, feedback or complaints you can contact us via our Customer Support team at www.binance.com/en-NZ/support/requests/new. These Terms may specify contact details for particular notices. This address is not monitored for those notices.
3.2. How we will contact you. We will contact you using the details you provide to us. This may include contacting you by email, SMS or telephone. It is important that you ensure that your contact details are correct and up to date. If your contact details change, you must let us know immediately. If you do not, we will not be responsible if you do not receive information, notices or other important information from us.
4. Binance Services
4.1. Specific product terms. Once you have opened a Binance Account, you will be able to use the Binance Services in accordance with these Terms and the Product Terms that govern your use of each specific Binance Service.
4.2. Intra-group services. You acknowledge and agree that some of the Binance Services may be provided by Binance Affiliates, as set out in the relevant Product Terms.
5. Chat Service
5.1. Availability of Chat Service. We may make our interactive online chat service available to you (“Chat Service”) at any time in connection with your use of any of the Binance Services. By using the Chat Service, you may interact with a bot, chatbot, or other non-human. We will disclose the use of a chatbot, or other non-human, to the extent required by Applicable Law. When engaging with us through use of the Chat Service, you authorise us to monitor and save your chats.
5.3. User Chats. In addition, we may make available to you chats that allow you to interact directly with other users of the Platform (“User Chat”).
5.4. Prohibited actions. You must not use the Chat Service or any User Chat to send any abusive, defamatory, dishonest, or obscene message or any messages intended to manipulate a market or to spread false or misleading information or messages that are otherwise in contravention of Applicable Laws and doing so may result in termination of the Chat Service session and may lead to restrictions on the availability of Binance Services to you.
6.1. Payment of fees. You agree to pay all applicable fees in connection with your use of the Binance Services as set out on the Fee Structure page on our Website, or otherwise communicated to you in any relevant Product Terms.
6.2. You authorise us to deduct all applicable fees, commissions, interest, charges and other sums that you owe from your Binance Account under these Terms or any Product Terms in accordance with the method of calculation set out on our Fee Structure page. If you owe us an amount in one Virtual Asset and do not have sufficient assets in that Virtual Asset, we may deduct the sums owed in another Virtual Asset to effect payment. In the event that there are insufficient Virtual Assets in your Binance Account, you acknowledge that any amount due and payable from you under this clause is a debt immediately due and owing by you to us in such amount and form (whether in the form of a Virtual Asset, Fiat Currency or otherwise) as we may determine, acting in a commercially reasonable manner.
6.3. Spread. In addition to our fees, where we trade as principal, we may also include a margin or “spread” within our quoted Virtual Asset prices. Your continued use of the Binance Services constitutes your express consent to the application of such spread.
6.4. Amending our fees. We may adjust our fees from time to time in accordance with clause 21.3 of these Terms.
INFORMATION ABOUT YOUR BINANCE ACCOUNT
Creating a Binance Account
7.1. Account opening. You must create and maintain a Binance Account in order to access most aspects of the Binance Services and the Platform. This may be a Binance Account for an individual user, or a Corporate Binance Account where the user is a corporation, entity or other organisation.
All Binance Accounts are provided in our absolute discretion. We reserve the right to refuse any application for a Binance Account without reason or to limit the number of Binance Accounts that you may hold.
Sole benefit. By opening a Binance Account you agree that:
- where you are an individual user, you will use your Binance Account only for yourself, and not on behalf of any third party, unless you have obtained our prior written consent; and
- where you are a corporate user, your Permitted Users will use the Corporate Binance Account only for your benefit, and not on behalf of any third party, unless our prior written consent has been obtained.
You are fully responsible for all activity that occurs under your Binance Account.
7.3. Identity verification. You will need to comply with our identity verification procedures before you are permitted to open a Binance Account and access and use the Binance Services, by providing us with certain information about yourself and, where relevant, your Permitted Users. All information that you provide must be complete, accurate and truthful. You must update this information whenever it changes.
You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity, and that of any Permitted Users, or protect you and/or us against fraud, money laundering, terrorist financing or other financial crime, and to take any action we deem necessary based on the results of such inquiries.
7.4. Enhanced due diligence. We may also require you to comply with our enhanced due diligence procedures by submitting additional information about yourself, your business or your Permitted Users, providing additional records or documentation, or having face to face meetings with representatives of Binance.
7.6 Sub-Accounts. At our discretion, you may create and access a Binance Sub-Account. Each natural person associated with a Binance Sub-Account is subject to the identity verification requirements set out in this clause 7. Only one natural person or corporate entity may be associated with a particular Binance Sub-Account.
8. Information requests
8.1. When we may request information. We may require information from you at any time for the purposes of complying with any Applicable Law, identity verification requirements, or in connection with the detection of money laundering, terrorist financing, fraud, or any other financial crime, or for any other valid reason. You agree to provide us with any such information we request and permit us to keep a record of the information for at least six (6) years, or such other period as prescribed by Applicable Law.
8.2. What happens when you provide information. Your access to your Binance Account and the Transaction limits that apply to your use of the Binance Services may be altered as a result of information collected about you on an ongoing basis. If there is a reasonable suspicion that any information provided by you is wrong, untruthful, outdated, or incomplete, we may send you a notice to request corrections, remove relevant information, or do such other things that we consider necessary to ensure that the information provided by you is true and correct.
8.3. If you fail to provide any requested information. You must comply with any information request we send to you. If you decline to provide the requested information, or otherwise do not comply in a timely manner, we reserve the right to suspend or terminate your access to your Binance Account or all or part of the Binance Services immediately and without notice.
9. Accessing your Binance Account
9.1. Access. To access your Binance Account you or, where relevant, your Permitted Users, must have the necessary equipment (such as a computer or smartphone) and access to the internet. Your Binance Account can be accessed directly using the Platform or by such other mode of access (including APIs) as we may prescribe. You are only permitted to access your Binance Account by using the Access IDs we provide to you or your Permitted Users for such purposes. We may require multi-factor authentication to keep your Binance Account safe and secure.
The use of the Platform and other access methods may be subject to such additional terms as we communicate to you.
9.2. Restricting access to third parties. You must ensure that any Binance Account(s) registered under your name will not be used by any person other than yourself or, with respect to Corporate Binance Accounts, your Permitted Users, other than in accordance with these Terms.
10. Account information and Transaction records
10.1 Your Account History. You will be able to access your Account History on the Platform. You must review your Account History carefully and let us know if you see any entries or Transactions that you do not recognise or you think are incorrect within fourteen (14) calendar days of the date that your Account History is provided or made available to you.
10.2. Errors. We may rectify any error in your Account History at any time, and reserve the right to void or reverse any Transaction involving or deriving from a Manifest Error or to amend the details of such Transaction to reflect what we reasonably consider to be the correct or fair details of such a Transaction absent Manifest Error. Without prejudice to the generality of the other terms in these Terms, and in the absence of fraud or bad faith, to the maximum extent permitted by law Binance shall in no circumstances be liable to you for any loss or demand of whatsoever nature you may suffer or incur in connection with any Manifest Error howsoever arising, whether direct or indirect, special or consequential, including, but not limited to, loss of profit or loss of opportunity, even if Binance had been advised of the possibility of the same arising or that the same were reasonably foreseeable.
USING YOUR ACCOUNT
11.1. Giving Instructions. You must ensure that any Instruction submitted is complete and accurate. We are not required to verify the accuracy, authenticity or validity of any Instruction and will not monitor or reject duplicate Instructions. However, if we are in doubt as to the accuracy, authenticity or validity of an Instruction, we may refuse to act upon or defer acting upon any Instruction, or seek further information with respect to the Instruction.
Instructions are irrevocable and therefore once an Instruction has been submitted you, or your Permitted Users, have no right to rescind or withdraw it without our written consent. Your Instruction is not deemed to be received by us until it has been received by our server. Our record of all Instructions will be conclusive and binding on you for all purposes.
11.2. Acting on your Instructions. By submitting an Instruction you or your Permitted Users are authorising us to initiate the Transaction on your Binance Account. We are therefore authorised to credit or debit (or provide settlement information to third parties for the purposes of the third party crediting or debiting) your Virtual Assets or Fiat Currency from your Binance Account in accordance with your Instruction. If you have insufficient Virtual Assets or Fiat Currency in your Binance Account to effect the Transaction (i.e. less than the required amount to settle the Transaction and to pay all the fees associated with the Transaction), then we have the right to refuse to effect any Transaction. It is your responsibility to maintain a sufficient balance in your Binance Account.
11.3. Protection of Instructions. You are aware that Instructions and information transmitted on the Platform or by email are generally transmitted via the internet and may be routed via public, transnational installations which are not specifically protected. We cannot guarantee that the Instructions and information transmitted will be completely protected against unauthorised access, and you accept the associated risks.
12.1. Entering into Transactions. You may enter into Transactions directly with us, or directly with other users, which may or may not be facilitated by us.
We do not represent or warrant that any Transaction will be completed successfully or within a specific time period.
12.2. Unauthorised Transactions. You are solely responsible for the control and use of your Binance Account. As such, we will assume that you, or a Permitted User, have authorised any Instruction sent from your Binance Account unless we are notified otherwise. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Binance Account is identified and notified to us as soon as possible. We are not responsible for any claim or losses resulting from an unauthorised Transaction unless you have notified us in accordance with this clause.
13. Virtual Assets
13.1. Virtual Assets in your Binance Account. You understand and agree that the Virtual Assets credited to your Binance Account do not enjoy the same protections as are available in respect of traditional deposits and financial products and you shall have no proprietary rights in respect of such Virtual Assets. We are under no obligation to return to you the same Virtual Assets originally delivered to, or otherwise held by, us, but we shall, where possible, return to you Virtual Assets of an identical type and of the same nominal value. We may deposit, transfer, lend, pledge, repledge or otherwise deal with the Virtual Assets credited to your Binance Account and shall not be obliged to account to you for any interest, rewards or other returns we receive in respect of such Virtual Assets.
13.2. Withdrawals. Subject to these Terms, any applicable Product Terms and the Virtual Assets not being immobilised in connection with any Binance Service, you may transfer Virtual Assets credited to your Binance Account to an external wallet address by submitting a withdrawal request on the Platform. Binance may not process a withdrawal request if, in our reasonable opinion, we consider that Applicable Law prevents the execution of the withdrawal.
14. Material interests and conflicts
14.1. Binance group. You understand that Binance is a member of a group of companies which is involved in activities connected with Virtual Assets and other digital assets.
14.2. Market makers. You acknowledge, agree, and accept that: (1) we may appoint one or more market makers (which may include Binance Affiliates acting in such capacity) to provide liquidity on the Platform, and any such market maker may enter into any Transaction with you as your counterparty; (2) market makers may also maintain positions in various Virtual Assets as part of their market making activities, including positions in Virtual Assets that are contrary to your positions; and (3) such market making activities may be done by way of algorithmic trading. Such market making activity can have an impact on the price of Virtual Assets and the liquidity at levels necessary to execute a transaction. We will not deliberately carry out market making activity with the intention of harming your interests and will endeavour to minimise any market impact. We may realise a profit, or equally, a loss, in connection with market making activity.
14.3. Nature of our duties. You understand and agree that neither your relationship with us nor any Binance Service we provide to you, nor any other matter, will give rise to any fiduciary or equitable duties on our part (save as bare trustee to the extent provided for under clause 18), or the part of any Binance Affiliate. In particular, we and any Binance Affiliate may from time to time act in more than one capacity (for example, as both market maker and broker and/or as principal and agent), and in those capacities we may receive fees or commissions from more than one user (including you). You agree that we may act in such capacities and provide any other Binance Services or carry out any business with or for you, any Binance Affiliate or any other user.
14.4. Material information. You understand and agree that neither we nor any Binance Affiliate will be required to: (1) have regard to any information known to us, or to any Binance Affiliate, which may reasonably be expected to influence your decision to use the Binance Services and/or the Platform ; (2) disclose any such information to you; or (3) use any such information for your benefit. You further acknowledge that from time to time we may receive general market information in the course providing Binance Services to you, which we may use in the ordinary course of our business.
14.5. Conflicts of interest. We have established and maintain effective organisational and administrative arrangements with a view to taking all appropriate steps to identify and manage conflicts of interest between us and our users and relevant third parties, so as to prevent conflicts of interest from adversely affecting the interests of our users. In cases where such organisational and administrative arrangements are not sufficient to ensure that the risks of damage to your interests will be prevented, we will inform you of the nature and/or sources of the relevant conflicts of interest and the steps taken to mitigate those risks in order to allow you to make an informed decision as to whether to continue to transact with us. We reserve the right at all times to decline to act for you where we are not able to manage a conflict of interest in any other way.
15. Transaction limits
15.1. Your Transaction limits. Your Binance Account may be subject to a limit on:
- the amount or volume of Transactions you may undertake in connection with your Binance Account ; and/or
- the amount or value of Fiat Currency or Virtual Assets you may transfer into or out of your Binance Account,
in each case in a given period (e.g. daily). Any applicable limits are shown in your Binance Account.
15.2. Changes to your Transaction limits. We reserve the right to change any Transaction limit that applies to your Binance Account at any time in our absolute discretion. It may also be possible for you to request a change in your limits. Any change will be made in our absolute discretion and will be subject to any further conditions that we deem necessary.
16. Supported Virtual Assets
16.1. Supported Virtual Assets. The Binance Services are only available in connection with Supported Virtual Assets, which may change from time to time. A list of the Supported Virtual Assets is published on our Website. We may remove or suspend one or more Virtual Assets from the list of Supported Virtual Assets at any time (with or without advance notice to you), meaning that you will no longer be able to access such Virtual Assets as part of the Binance Services and will be no longer able to maintain balances in such Virtual Assets or make any deposits or withdrawals. We may do so with immediate effect and without reason.
We assume no responsibility or liability in connection with any attempt to use your Binance Account for Virtual Assets that we do not support.
16.2. Forks. We may temporarily suspend any Binance Services in relation to a particular Virtual Asset while we determine whether or not to support a Fork. We are under no obligation to support a Fork of a Virtual Asset that you hold in your Binance Account, whether or not any resulting version of such Forked Virtual Asset is a Dominant Virtual Asset or not. If we elect to support a Fork of a Virtual Asset, we will make a public announcement through our Website or by such other means as we may deem appropriate.
You acknowledge that we have no control over, nor do we have the ability to influence, the creation or implementation of a Fork. We can provide no assurances about the security, functionality or supply of any Virtual Asset, including both the new Dominant Virtual Asset or other Virtual Assets subject to the relevant Fork. You may not be able to trade the Forked Virtual Assets on the Platform and you may lose any value associated with the relevant Virtual Assets.
16.3. Backed Virtual Assets. We may from time to time support Virtual Assets that purport to be backed by another asset, including Fiat Currency or commodities such as silver or gold (“Backed Virtual Assets”). You agree that you have read, understood and accepted all of the terms and conditions and risks associated with each particular Backed Virtual Asset before entering into any Transaction. We have no obligation to repurchase your Backed Virtual Assets for any particular Fiat Currency or asset. We reserve the right to change, suspend, or discontinue any service in relation to any Backed Virtual Asset. We make no representation as to whether any particular Backed Virtual Asset will hold its value as against any asset, nor as to the amount of reserves held by each issuer in relation to any Backed Virtual Asset.
17. Account security
17.1. Your responsibility. You are responsible for taking appropriate action to protect your hardware and data from viruses and malicious software, and any inappropriate material. Except as provided by Applicable Law, you are solely responsible for backing up and maintaining duplicate copies of any information you store or transfer through the Binance Services. We are not responsible for any claim or losses resulting from your failure to comply with this clause.
17.2. Security measures. At all times, you and any Permitted Users shall maintain adequate security and control of all of your Access IDs. You are solely responsible for taking the necessary security measures (or ensuring that your Permitted Users take such measures) to protect your Binance Account and to keep your Access ID secure, including by:
- strictly abiding by all of our mechanisms or procedures;
- creating a strong password and maintaining security and control of your Access IDs;
- keeping the Email Account and telephone number provided to us up to date in order to receive any notices or alerts that we may send you;
- never allowing remote access or sharing your computer and/or computer screen with someone else when you are logged on to your Binance Account;
- remembering that under no circumstances will we ask you to share your passwords or 2-factor authentication codes; and
- logging out from the Sites or Platform at the end of each visit.
You must keep the Email Account and Access IDs secure against any attacks and unauthorised access. You must notify us immediately if you have knowledge or have reason for suspecting that the security of your Email Account, or that of a Permitted User, has been compromised or if there has been any unauthorised use of your or any Permitted User’s Email Account.
17.3. Monitoring your Account History. It is important that you monitor your Account History to ensure any unauthorised or suspicious activity on your Binance Account is identified and notified to us as soon as possible. You acknowledge that any Security Breach may result in unauthorised access to your Binance Account by third parties and the loss or theft of any Virtual Assets and/or funds held in your Binance Account and any associated accounts, including your linked bank account(s) and credit card(s).
17.4. If you suspect a Security Breach. If you suspect a Security Breach, you must ensure that:
- we are notified immediately using the details set out in clause 3.1 and continue to be provided with accurate and up to date information throughout the duration of the Security Breach; and
- your Binance Account is immediately locked via the disable account function on the Platform or via any other method as may be prescribed by us from time to time; and
- you take any other steps that we may reasonably require to reduce, manage or report any Security Breach.
We reserve the right to request, and you agree to provide, any and all information and documents we deem relevant or necessary in connection with an actual or suspected Security Breach, and may provide such information to any third party that we deem necessary in order to resolve any Security Breach.
18. Fiat Currency
18.1. Trust. Fiat Currency which is transferred to your Binance Account in cleared funds will be held by us as bare trustee for your benefit, on and subject to these Terms. We will promptly on receipt deposit your Fiat Currency in, or transfer it to, a bank account which may also contain funds that we hold on trust for other New Zealand customers but which is segregated from Binance's own funds. You will have no right to receive interest in respect of any Fiat Currency we hold for you.
19. BUSD Conversion
19.1. Deposits. From such time on the Conversion Inception Date as Binance may determine, when you deposit or receive a Designated Stablecoin into your Binance Account, the amount received will automatically be converted into an equivalent amount of BUSD at a rate of 1 to 1.
19.2. Existing Balances. At such time on the Conversion Inception Date as Binance may determine, any balance in your Binance Account denominated in a Designated Stablecoin will automatically be converted into an equivalent amount of BUSD at a rate of 1 to 1.
19.3. Withdrawals. On or after the Conversion Inception Date, if you have a balance in your Binance Account denominated in BUSD, you may give Instructions to withdraw such balance from your Binance Account either in BUSD or in any of the Designated Stablecoins. Where you choose to withdraw a Designated Stablecoin, you will receive an amount equal to your balance in BUSD, converted into the relevant Designated Stablecoin at a rate of 1 to 1, minus any applicable withdrawal and transaction fees.
19.4. Exceptions. Binance reserves the right to suspend or terminate the Designated Stablecoin Conversion for any or all Designated Stablecoins at any time without prior notice. Where necessary due to market conditions affecting one or more Designated Stablecoins, Binance may adjust the conversion rate used for the Designated Stablecoin Conversion.
OTHER IMPORTANT INFORMATION
21. Changes to these Terms
21.1. How and when we can make changes. We can make changes to these Terms and any terms and conditions incorporated by reference (including any Product Terms) at any time and your acceptance of these Terms constitutes your express consent. We will let you know of any changes by email or via our Website.
We will let you know in advance of most changes and will give you fourteen (14) calendar days’ notice before the changes take effect. However, we may occasionally need to make changes without telling you in advance. This may include where:
- we are making the change as a result of legal and/or regulatory changes;
- the changes being made are in your interest;
- the changes are to make these Terms clearer to you; and/or
- there is any other valid reason which means there is not time to give you notice.
Where we are unable to give you advance notice, we will let you know of the change as soon as possible after it is made.
21.2. When changes come into effect. Save where changes come into effect immediately, the updated Terms will come into effect fourteen (14) calendar days after we have given you notice. If you do not wish to accept the changes, you are free to close your Binance Account in accordance with clause 22.1 of these Terms. If we do not hear from you, we will assume that you have accepted the change and your continued access to or use of Binance Services will be deemed acceptance of the updated Terms.
21.3. Changes to fees. We may also make changes to the fees set out in the Fee Structure page on our Website, which includes introducing new fees and/or charges. If we increase any fee, we will give you fourteen (14) calendar days’ notice in advance of any change being made. If you do not wish to accept the changes, you are free to close your Binance Account in accordance with clause 21 .1 of these Terms. If we do not hear from you, we will assume that you have accepted the change and your continued access to or use of the Binance Services will be deemed acceptance of the updated Terms.
If there is no increase to the fee then we may not tell you in advance. Any reduction in fees will come into effect on the date of amendment to the fees as set out in the Fee Structure page on our Website.
22. Closing your Binance Account
21.1. Your right to close your Binance Account. You may terminate your Binance Account at any time by following the account termination procedures as prescribed by us from time to time. You will not be charged for terminating your Binance Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of cancellation, and to deduct any outstanding amounts that you owe us from your Binance Account.
In certain cases, you may not be able to close your Binance Account, including where:
- you are trying to evade an investigation by relevant authorities;
- you have a pending Transaction or an open Dispute;
- your Binance Account has any outstanding amounts owed to us; or
- your Binance Account is subject to a freeze, hold, limitation or reserve.
22.2. Our right to close your Binance Account. We may close your Binance Account for any reason at any time. In most circumstances, we will give you fourteen (14) calendar days’ notice in advance of closing your Binance Account and the reason for the closure. However, there could be circumstances where we are entitled or required to close your Binance Account without giving you notice or telling you of the reasons for the closure. This may include where we exercise our right to terminate, suspend, close, hold or restrict your access to any or all of your Binance Account(s) and/or any Binance Services, in accordance with these Terms.
22.3. What happens when we close your Binance Account. If we decide to close your Binance Account you will be required to withdraw all Virtual Assets and Fiat Currency held in your Binance Account and cease using the Binance Services. In the event that you fail to do so, we may in our absolute discretion, and without further notice to you:
- mark your Binance Account as a dormant account;
- close any open positions;
- convert the Virtual Assets to a different type of Virtual Asset. In doing so, we will not be liable for any loss of profit, tax obligations or any other loss, damage or expense incurred by you resulting from such conversion;
- transfer such dormant account (including any Virtual Assets or Fiat Currency held in the account) to another Binance Affiliate, any third-party custodian or an isolated wallet where we consider it is reasonably necessary to do so. If this happens, you have the right to retrieve your Virtual Assets and Fiat Currency, subject to satisfying our reasonable verification requirements;
- charge a dormant account fee to cover the cost of maintaining the Virtual Assets and Fiat Currency with any Binance Affiliate or any third party, with such fee to be withdrawn directly from the dormant account on a monthly basis; and
- close a dormant account at any time.
After a dormant account is closed, it cannot be reactivated and you will need to register a new Binance Account if you wish to continue to use Binance Services. You acknowledge that we will be under no obligation to pay interest on balances on your dormant account.
23. Termination, suspension, holds and restrictions
23.1. Our right. We may at any time modify or discontinue, temporarily or permanently, any portion or feature of the Binance Services. In particular, we may: (1) refuse to complete or block, cancel, or, where permitted by law, reverse any Transaction you have authorised; (2) terminate, suspend, or restrict your access to any or all of the Binance Services; (3) terminate, suspend, close, hold or restrict your access to any or all of your Binance Account(s); (4) refuse to transmit information or Instructions to third parties (including but not limited to third-party wallet operators); and/or (5) take whatever action we consider necessary, in each case with immediate effect and for any reason including, but not limited to where:
- you are not, or are no longer, eligible to use one or more Binance Services;
- we reasonably suspect that:i) the person logged into your Binance Account is not you, or we suspect that the Binance Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;ii) the person logged into your Corporate Binance Account is not a Permitted User, or we suspect that the Corporate Binance Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;iii) more than one natural person has access to and/or transacts using the same Binance Account, or we suspect that Binance Account has been or will be used for any illegal, fraudulent, or unauthorised purposes;iv) information provided by you is wrong, untruthful, outdated, or incomplete;
- we have reasonable concerns in relation to your creditworthiness or financial status, including:i) in the event that you are an individual, you become bankrupt, of unsound mind, commit an act of bankruptcy, or have action to place you in bankruptcy commenced against you;ii) in the event that you are acting on behalf of a partnership, any of the partners die or become bankrupt or of unsound mind, commit an act of bankruptcy, or have action to place any of the partners in bankruptcy commenced, or if action is commenced to dissolve and/or alter the partners or the constitutions of the partnership;iii) in the event that you are acting on behalf of a corporation, the corporation is unable to pay its debts as and when they are due, or action is commenced to place the corporation in insolvency, judicial or statutory management, receivership, administrative management, administration, liquidation or any similar or analogous proceedings;iv) you convene a meeting of your creditors or propose or make any compromise or arrangement with or any assignment for the benefit of your creditors;
- pending submission of such information and documents in accordance with clause 8;
- pending submission of Enhanced Due Diligence in accordance with clause 7.4;
- we reasonably consider that we are required to do so by Applicable Law, or any court or authority to which we are subject in any jurisdiction;
- we have determined or suspect:i) that you have breached these Terms or any Product Terms;ii) that you have breached any express or implied warranties in these Terms, or any covenants you have given;iii) that any Transaction is unauthorised, erroneous, fraudulent, or unlawful or we have determined or suspect that your Binance Account or the Binance Services are being used in a fraudulent, unauthorised, or unlawful manner;iv) there is any occurrence of money laundering, terrorist financing, fraud or any other crime in connection with your Binance Account or your use of the Binance Services;
- the use of your Binance Account is subject to any pending, ongoing or threatened litigation, investigation, or judicial, governmental or regulatory proceedings and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your Binance Account activity;
- you owe amounts to Binance that are not satisfied, whether due to a chargeback or on any other basis;
- any email communication to your Email Account is returned as undeliverable;
- an issue has arisen with the verification of your identity;
- you have taken any action that may circumvent our controls such as opening multiple Binance Accounts without our written consent or abusing promotions which we may offer from time to time; or
- there is any other valid reason which means we need to do so.
We will take reasonable steps to provide you with appropriate notice. However, there might be times when we are required not to do so by Applicable Law.
23.2. Your acknowledgement. You acknowledge and agree that:
- the examples set out in clause 23.1 above of when we might take action to terminate, suspend close, or restrict your access to your Binance Account and/or the Binance Services is a non-exhaustive list, and we may take such action for any reason whatsoever or no reason at all; and
- our decision to take certain actions, including, without limitations, to terminate, suspend, or restrict your access to your Binance Account or the Binance Services, may be based on confidential criteria that are essential to our risk management and security protocols. You agree that we are under no obligation to disclose the details of our risk management and security procedures to you.
23.3. What happens when we exercise our right. Where we terminate, suspend, hold or restrict your access to one or more Binance Services:
- if you have Instructions, trades, positions or Transactions that are open, they may be closed by you, or by us, depending on the circumstances of the termination, suspension, hold, restriction or other action we take;
- any chargeback resulting from the use of your Binance Account or Binance Services may result in an immediate suspension and/or restriction of your Binance Account and Binance Services;
- to reactivate suspended and/or restricted Binance Account or Binance Services, you may be required to reimburse us for the full value of the chargeback , including any amounts that are owing to us including any applicable Fees; and
- you are liable for any credited amounts in case of a chargeback, and you authorise and grant us the right to deduct costs and fees directly from any assets in your Binance Account without notice
23.4. Unlawful possession. If we are informed and reasonably believe that any Virtual Assets or funds held in your Binance Account are stolen or otherwise are not lawfully possessed by you (whether by error or otherwise), we may, but have no obligation to, place a hold on the affected funds and your Binance Account. Where we place a hold on some or all of your Virtual Assets or your Binance Account, we may continue such hold until such time as evidence, acceptable to us, proves that you are entitled to possession of the Virtual Assets and/or Fiat Currency held in your Binance Account. We will not get involved in any such Dispute, or the resolution of the Dispute, relating to any Virtual Assets and/or Fiat Currency held in your Binance Account.
23.5 Access to Binance Services in other jurisdictions. Residents of some countries may only be able to access some, but not all, Binance Services. We may change the Binance Services that are available in New Zealand, from time to time. If you travel to a location included on our List of Prohibited Countries, Binance Services may not be available and your access to the Binance Services may be blocked. You acknowledge that this may impact your ability to trade on the Platform and/or monitor any existing orders or open positions or otherwise use the Binance Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to modify your internet protocol address.
24. Background IP
The Binance IP shall remain vested in Binance. The User IP shall remain vested in you.
25. Licence of Binance IP
We grant to you a non-exclusive licence for the duration of these Terms, or until we suspend or terminate your access to the Binance Services, whichever is sooner, to use the Binance IP, excluding the Trade Marks, solely as necessary to allow you to receive the Binance Services for non-commercial personal or internal business use, in accordance with these Terms.
26. Licence of User IP
26.1. Your grant of licence. You grant to us a perpetual, irrevocable, royalty-free, worldwide and non-exclusive licence to use the User IP to the extent it:
- forms part of, or is necessary for the use of, any Created IP; and
- is necessary to allow us to provide you with the Binance Services, from time to time.
26.2. Our right to sub-licence. The licence granted by you under this clause includes our right to sub-licence to a third party to the extent required to enable us and any Binance Affiliates to provide you with the Binance Services, or any part of them.
27.1. Created IP. The Created IP shall automatically vest in us from time to time on the date on which it is created.
27.2. Assignment. You hereby assign to us (and agree to procure that any agents, representatives or contractors assign), with full title guarantee, title to all present and future rights and interest in the Created IP.
If requested to do so, you shall (and agree to procure that any agents, representatives or contractors shall), without charge to us, sign and/or execute all documents and do all such acts as we may require to perfect the assignments under this clause.
28.1. We are not responsible. You agree and acknowledge that: (1) we are not responsible for any User Material (whether provided by you or by third parties) which may be made available on the Platform or the Sites, and (2) use of any such User Material is at your own risk and that we do not provide any warranties in relation to the same.
28.2. Our rights. We shall have the right at our sole and absolute discretion to remove, modify or reject any content that you submit to, post or display on the Platform or the Sites (including any User Material) for any reason. We reserve the right to take any actions as we deem appropriate at our sole discretion, including giving a written warning to you, removing any User Material, recovering damages or other monetary compensation from you, suspending or terminating your Binance Account (if any), or suspending your access to the Platform and/or the Sites. We shall also have the right to restrict or ban you from any and all future use of any Binance Services.
28.3. Recording. You agree that we may record any communications, electronic, by telephone, in person or otherwise, that we have with you in relation to these Terms, and that any recordings that we keep will be our sole property and you accept that they will constitute evidence of the communications between you and us. You agree that telephone conversations may be recorded without the use of a warning tone or any other further notice.
YOUR OBLIGATIONS AND LIABILITY
29. Prohibited use
29.1. By opening a Binance Account, you agree that you and any Permitted User will not:
- breach these Terms or any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;
- make any adverse, critical or disparaging statements, allegations or comments (whether expressly or by implication) with respect to us or any Binance Affiliate;
- use Binance Services in a manner that violates public interests, public morals, or the legitimate interests of others, including any actions that would interfere with, disrupt, negatively affect, or prevent other users from using Binance Services;
- use Binance Services for resale or commercial purposes, including transactions on behalf of other persons or entities, unless expressly agreed by us in writing;
- use the Binance Services for market manipulation (such as pump and dump schemes, wash trading, self-trading, front running, quote stuffing, and spoofing or layering) regardless of whether prohibited by Applicable Law;
- engage in fraudulent activities, or cause us to suspect that you or any Permitted User have engaged in fraudulent activities and/or Transactions;
- use Binance Services to conduct lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance;
- (1) receive, or attempt to receive, funds from both us and another user for the same Transaction during the course of a Dispute; (2) conduct your business or use the Binance Services in a manner that results in, or may result in, complaints, Disputes, claims, reversals, chargebacks, fees, fines, penalties, or other liability to us, other users, third parties, or yourself; and (3) allow your Binance Account to have a negative balance;
- provide false, inaccurate or misleading information in connection with your use of the Binance Services, in communications with us, or otherwise connected with these Terms;
- (1) use any deep linking, web crawlers, bots, spiders or other automatic devices, programs, scripts, algorithms or methods, or any similar or equivalent manual processes to access, obtain, copy or monitor any part of the Platform, or replicate or bypass the navigational structure or presentation of Binance Services in any way, in order to obtain or attempt to obtain any materials, documents or information in any manner not purposely provided through Binance Services; (2) attempt to access any part or function of the Platform without authorisation, or connect to Binance Services or any of our servers or any other systems or networks of any Binance Services provided through the Platform by hacking, password mining or any other unlawful or prohibited means; (3) probe, scan or test the vulnerabilities of Binance Services or any network connected to the Platform, or violate any security or authentication measures on Binance Services or any network connected to Binance Services; (4) reverse look-up, track or seek to track any information of any other users or visitors of Binance Services; (5) take any actions that impose an unreasonable or disproportionately large load on the infrastructure of systems or networks of Binance Services or Binance, or the infrastructure of any systems or networks connected to Binance Services; (6) use any devices, software or routine programs to interfere with the normal operation of Binance Services or any transactions on Binance Services, or any other person’s use of Binance Services; or (7) forge headers, impersonate, or otherwise manipulate identification, to disguise your identity or the origin of any messages or transmissions you send to us;
- modify or adapt the whole or any part of the Platform or combine or incorporate the Platform into another programme or application;
- disassemble, decompile, reverse-engineer or otherwise attempt to derive the source code, object code underlying concepts, ideas and algorithms of the Platform or any components thereof;
- modify, replicate, duplicate, copy, download, store, further transmit, disseminate, transfer, disassemble, broadcast, publish, remove or alter any copyright statement or label, or license, sub-license, sell, mirror, design, rent, lease, private label, grant security interests in such intellectual properties or any part of the intellectual properties, or create derivative works or otherwise take advantage of any part of the intellectual properties;
- facilitate any viruses, Trojan horses, worms or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or information in connection with the Binance Services;
- (1) use an anonymizing proxy; (2) use any temporary, disposable, self-destructive, or similar email address when opening a Binance Account and/or using the Binance Services; (3) use any device, software, or routine to bypass our robot exclusion headers, or interfere or attempt to interfere with our Sites or the Binance Services; and (4) take any action that may cause us to lose any of the services from our internet service providers, or other suppliers;
- create any security over your Fiat Currency or Virtual Assets held in any of your Binance Account without our prior written consent; and/or
- violate, or attempt to violate, (1) any Applicable Law; or (2) ours or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy.
29.2. Representations and warranties
You hereby represent and warrant to us, at all times, the following:
- all documents and information you provide to us are true, accurate, complete, and up to date in all respects, and may be relied upon by us in determining whether or not you are eligible to access the Platform or to use the Binance Services;
- all decisions made in connection with these Terms were solely and exclusively based on your own judgement and after your own independent appraisal of your financial resources, ability and willingness to take relevant risks and financial objectives;
- you have full power, authority, and capacity to (1) access and use the Platform and/or the Binance Services; and (2) enter into and deliver, and perform your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, including, but not limited to, any Product Terms;
- if you are a corporation, partner in a partnership, or trustee of a trust:i) the corporation, partnership or trust has and will be operated in a way that is compliant with Applicable Law;ii) you will notify us immediately if there is any change, by way of resignation, removal, appointment or death, of any of the directors, partners, trustees, settlor(s) or ultimate beneficial owners or any person authorised to operate your Binance Account; andiii) you will inform us immediately if the corporation, partnership, or trust is dissolved either on a voluntary or involuntary basis;
- all consents, permissions, authorisations, approvals and agreements of third parties and all authorisations, approvals, permissions, consents, registrations, declarations, filings with any Regulatory Authority, governmental department, commission, agency or other organisation having jurisdiction over you which are necessary or desirable for you to obtain in order to (1) access and use the Platform and/or the Binance Services; and (2) enter into and deliver, and perform the Transactions contemplated under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, have been unconditionally obtained in writing, disclosed to us in writing, and have not been withdrawn or amended;
- these Terms and any agreement entered into pursuant to, or in connection with, these Terms constitute valid and legally binding obligations, enforceable against you in accordance with their respective terms;
- that you are not a Restricted Person;
- if you are a legal entity, you are duly incorporated, duly organised, and validly existing under the laws of your jurisdiction and have full power to conduct your business. If you are an individual, you are not less than 18 years old; and
- your access and use of the Platform and/or the Binance Services, your execution and delivery of, and the performance of your obligations under these Terms and any agreement entered into pursuant to, or in connection with, these Terms, will not:i) if you are a legal entity, partner in a partnership or trustee of a trust result in a breach of or conflict with any provision of your constitution, articles of association, partnership agreement, trust deed or equivalent constitutive documents;ii) result in a breach of, or constitute a default under, any instrument, agreement, document or undertaking to which you are a party or by which you or any of your property is bound or subject; andiii) result in you, or cause us or any third party to, breach any Applicable Laws, decree or judgement of any court, or any award of any arbitrator or those of any governmental or Regulatory Authority in any jurisdiction.
30. Technology disclaimers
30.1. No representation or warranty. Binance Services and any information provided on the Sites and the Platform, including Chat Services, are provided on an “as is” and “as available” basis without any representation or warranty, whether express or implied, to the maximum extent permitted by Applicable Law. Specifically, we disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any representations or warranties that access to the Sites, the Platform, any of your Binance Account(s), Binance Services, or any of the materials contained therein, will be continuous, uninterrupted, timely or error-free. This could result in the inability to trade on the Platform for a period of time and may also lead to time delays.
30.2. Suspension of access. We may, from time to time, suspend access to your Binance Account and/or the Binance Services, for both scheduled and emergency maintenance. We will make reasonable efforts to ensure that Transactions on the Platform are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon many factors outside of our control.
30.3. Content. Although we make reasonable efforts to update the information on the Sites and the Platform, we make no representations, warranties or guarantees, whether express or implied, that the content on the Sites and the Platform, including information in relation to the Binance Services, is accurate, complete or up to date.
30.4. Third-party websites. Links to third-party websites (including, without limitation, content, materials, and/or information in the third-party websites) may be provided as a convenience but they are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the content, materials, information or services contained in any third-party websites accessible or linked from the Platform or the Sites.
30.5. Network Access and Compatibility. You are responsible for obtaining the data network access necessary to use the Binance Services. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Binance Services and Sites and any updates thereto. Binance does not guarantee that the Binance Services, or any portion thereof, will function on any particular hardware or devices. The Binance Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.
31.1. Third-party claims. You shall indemnify and hold harmless us from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third-party, governmental authority, or industry body, and all claims, liabilities, damages (actual and consequential), losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation), costs, and expenses, including without limitation all interest, penalties and legal and other reasonable attorneys’ fees and other professional costs and expenses (“Losses”), arising out of or in any way connected with:
- your access to or use of your Binance Account and/or the Binance Services;
- your breach or alleged breach of these Terms or your contravention of any other provision of these Terms, including any Product Terms and any other terms and conditions incorporated by reference;
- your contravention of any Applicable Law; and
- your violation of the rights of any third party.
31.2. Control. We reserve the right to assume control of the defence of any third-party claim that is subject to indemnification by you, in which event you shall cooperate as fully required by us in asserting any available defences. You will not settle any claims or Losses without our prior written consent.
31.3. Release. You hereby agree to release us from any and all claims and demands (and waive any rights you may have against us in relation to any Losses you may suffer or incur), arising directly or indirectly out of or in connection with any dispute that you have with any other user or other third party in connection with the Binance Services (including any Transactions) or the subject matter of these Terms.
32.1. Our Liability. Our liability, and the liability of the Binance Affiliates, to you or any third parties in any circumstance is limited to the actual amount of loss or damage which is caused directly and is reasonably foreseeable by our breach of these terms, and shall in no event exceed an amount equal to the aggregate fees received by us from you in connection with the supply of Binance Services to you in the preceding 12 month period. Such sum shall be paid by us to you in full and final settlement and satisfaction of our entire liability and the Binance Affiliates’ entire liability for any loss or damage which is caused directly and is reasonably foreseeable by our breach of these terms. You acknowledge and accept that damages are an adequate remedy and that you shall not be entitled to any other claims or remedies at law or in equity, including but not limited to, any claim in rem, injunction, and/or specific performance.
32.2. Limitations on liability. Notwithstanding any other clause in these Terms, in no event will we or any Binance Affiliate be responsible or liable to you or any other person or entity for:
- any direct or indirect losses (including loss of profits, business or opportunities), damages, or costs arising out of or in connection with:i) any risk identified in the Risk Warning, as updated from time to time;ii) the operation of the protocols underlying any Virtual Asset, their functionality, security, or availability;iii) whether Backed Virtual Assets hold their value as against any asset, or if the issuer of the Backed Virtual Asset holds sufficient reserves in relation to any Backed Virtual Asset;iv) any action or inaction in accordance with these Terms;v) any inaccuracy, defect or omission of Virtual Assets price data, any error or delay in the transmission of such data, and interruption in any such data;vi) regular or unscheduled maintenance we carry out including any service interruption and change resulting from such maintenance;vii) the theft of a device enabled to access and use Binance Services;viii) other users’ actions, omissions or breaches of these Terms, and any damage caused by actions of any other third parties;ix) (1) for any damage or interruptions caused by any computer viruses, spyware, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack; (2) in the event that your hardware fails, is damaged or destroyed or any records or data stored on your hardware are corrupted or lost for any reason; or (3) for your use of the internet to connect to the Binance Services or any technical problems, system failures, malfunctions, communication line failures, high internet traffic or demand, related issues, security breaches or any similar technical problems or defects experienced;x) our decision to reject your application to open a Binance Account(s), in accordance with clause 7.1;xi) any termination, suspension, hold or restriction of access to any Binance Account or Binance Services, including your inability to withdraw Virtual Assets or Fiat Currency, issue Instructions or enter into Transactions during the period of any suspension, hold or restriction, in accordance with these Terms or any Product Terms;xii) any Transaction limits applied to your Binance Account, in accordance with clause 15.1;xiii) any election by us to support or not support Virtual Assets, in accordance with clause 16.1;xiv) us being unable to contact you using the contact information you provided, in accordance with clause 3.2;xv) us closing a dormant account, in accordance with clause 22.3;xvi) the failure of a Transaction or the length of time needed to complete any Transaction, in accordance with clause 12.1;xvii) the market making activities of the market makers, in accordance with clause 14.2;xvii) our reliance on any Instruction sent from your Binance Account, or the Email Accounts;xix) our refusal or delay in acting upon any Instruction, in accordance with clause 11.1;xx) any breach of security of your Email Account or a Security Breach;xxi) the correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing or continued availability of the Binance Services or for delays or omissions of the Binance Services, or for the failure of any connection or communication service to provide or maintain your access to the Binance Services, or for any interruption in or disruption of your access or any erroneous communications between us, regardless of cause; andxxii) any Transactions, Instructions, or operations effected by you or purported to be effected by you through your Email Account or Binance Account; and/or
- any Dispute that has not been commenced by way of formal legal action WITHIN ONE CALENDAR YEAR of the matters giving rise to the Dispute. YOU AGREE AND ACKNOWLEDGE THAT THIS CLAUSE VARIES ANY LIMITATION PERIOD OTHERWISE APPLICABLE BY LAW, AND THAT IF APPLICABLE LAW PROHIBITS THIS, THIS CLAUSE WILL BE READ AS A LIMITATION PERIOD OF THE MINIMUM ENFORCEABLE LENGTH.
32.3. Damage or interruption. We are not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. You and, where relevant, your Permitted Users are responsible for all login credentials, including usernames and passwords and must keep security details safe at all times.
32.4. Consumer Guarantees Act. If you are not a consumer as defined in the Consumer Guarantees Act 1993 (“CGA”) or you acquire or hold yourself out as acquiring the Binance Services for the purposes of a business, nothing in the CGA will apply to the supply of the Binance Services. Otherwise, this clause 32 and the other Terms will only apply to the extent that they do not limit or exclude any provisions of the CGA and will take effect subject to the provisions of the CGA.
RESOLVING COMPLAINTS AND DISPUTES
33.1. How to make a complaint. If you have a complaint, please contact us to let us know and we will try to resolve it. You can make a complaint in writing using the following methods:
- by email to Complaints.NZ@binance.com; and/or
- through our Website at www.binance.com/en-NZ/support/requests/new.
33.2. What happens when you make a complaint. We will let you know that we have received your complaint within five (5) Business Days. Where we are able to provide our final decision in response to your complaint within seven (7) Business Days of receipt of your complaint, we may combine our acknowledgment of receipt of your complaint with our final decision. Within thirty five (35) Business Days of receiving your complaint, we will provide you with:
- a written response setting out our final decision on your complaint, including the reasons for our decision; or
- if we are not in a position to provide our final decision on your complaint, a written response setting out the reasons for the delay and our estimated timeframe for provision of our final decision,
We will endeavour to provide a written response setting out our final decision to you within a reasonable period of time (generally not exceeding forty (40) Business Days), taking into consideration the nature of the complaint..
33.3. If we cannot resolve your complaint. If we cannot resolve your complaint, or you remain dissatisfied, you may also complain to the Insurance and Financial Services Ombudsman Scheme ("IFSO"). IFSO is a free, independent dispute resolution service and its services may help investigate or resolve your complaint if your complaint is not resolved to your satisfaction using our internal complaints process. Investbybit Limited's membership of IFSO does not mean that Investbybit Limited is subject to active regulation or oversight by a New Zealand regulator. You may also raise a Dispute in accordance with clause 34 below.
34. Notice of claim
34.1. How to raise a Dispute. In the event of a Dispute, a party shall first provide notice of that Dispute to the other party in writing to:
- the following email address in the case of notice to us: firstname.lastname@example.org; and
- the Email Account, in the case of notice to you.
34.2. What happens when you raise a Dispute. The parties shall seek to resolve the Dispute amicably. The discussions must remain confidential and without prejudice, and any settlement discussions or offer may not be used as evidence in any legal proceeding.
35. Governing law
These Terms shall be governed by, and construed in accordance with, the laws of New Zealand.
36. Class action waiver
You and we agree that any claims relating to these Terms or to your relationship with us as a user of the Binance Services (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Terms) shall be brought against us on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You further agree to waive any right for such claims to be brought or heard as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law.
37. General terms
37.1. Applicable Law. You and any Permitted User must comply with all Applicable Laws, licensing requirements and third party rights (including data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the Binance Services, your Binance Account and the Platform.
37.2. Notices. We may give notice by email to your Email Account. It is your responsibility to ensure that the Email Account is up to date and accurate. Notices may be given, and are deemed received, if sent to your Email Account, whether or not a notice of delivery failure is received.
You may give us notices only as we direct, which may change from time to time.
Any notices, consent or other communication given under these Terms must be in writing, in English, and signed or otherwise authorised by the party giving it.
37.3. Announcements. All official announcements, news, promotions, competitions and airdrops will be listed on the Website. These announcements are important, and may relate to issues that may impact the value of your Virtual Assets, or their security. You are responsible for monitoring the Website and reading and considering these announcements.
37.4. Entire agreement. The Terms, together with any Product Terms, constitute the whole agreement between you and us with respect to the Binance Services. Each party acknowledges that it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in the Terms or any Product Terms.
37.5. Assignment. You may not assign or transfer any of your rights or obligations under the Terms without our prior written consent. However, we may assign or transfer any of our rights or obligations under the Terms at any time to anyone else, including, without limitation, in connection with any merger, acquisition, or other corporate reorganisation involving Binance.
37.6. Invalidity. If, at any time, any provision of the Terms is or becomes illegal, invalid, or unenforceable in any respect, neither the legality, validity or enforceability of the remaining provisions will in any way be affected or impaired.
37.7. Records. You agree that we may record any telephone, email and chat conversations with you, as well as any other forms of communications, including communication used to give Instructions or effect Transactions, between you and us, and that the recordings may be used as evidence in any proceedings relating to any agreement with you. These records will be our sole property.
37.8. Language. These Terms may be translated into a language other than the English language. Any such translation is provided solely for your convenience. In the event of inconsistency or ambiguity, the English text will prevail.
37.9. Third party rights. Other than in relation to Binance Affiliates, nothing expressed or referred to in these Terms will be construed to give any person other than the parties to these Terms any legal or equitable right, remedy, or claim under or with respect to these Terms or any provision of these Terms. The Terms and all of its provisions are for the sole and exclusive benefit of the parties to these Terms and their successors and permitted assigns.
37.10.Survival. All provisions of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.
37.11. Force Majeure. We will not be liable for any delay or failure to perform as required by these Terms to the extent the delay or failure is caused by a Force Majeure Event.
37.12. No waiver. No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of the future exercise of that right or remedy or of any other rights or remedies under the Terms. The rights and remedies provided in the Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law.
37.13. Set-off. In addition to any legal or other remedy available under the Terms or by law, we may set-off any amounts you owe to under the Terms or otherwise. You must pay all sums that you owe to us free and clear without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by Applicable Law.
37.14. Privacy of others. If you receive information about another user through the Platform or from utilising the Binance Services, you must keep the information confidential and only use it in connection with the Binance Services and always in accordance with Applicable Laws. You must not disclose or distribute any user information to a third party or use the information in any manner except as reasonably necessary to effect a Transaction.
37.15. Death of Binance Account holder. In the event of your death or incapacity, the representative(s) of your estate or the survivor or survivors must give us written notice as soon as practicable. If we have reason to believe you have died, we may suspend your Binance Account. Your Binance Account will be suspended until:
- a representative of your estate or authorised beneficiary either (1) creates a Binance Account in accordance with these Terms or (2) provides wire transfer instructions; and
- provides sufficient legal documentation that they are entitled to receive the assets in your Binance Account; or
- you provide satisfactory proof that you are not deceased.
Beneficiaries receiving a wire transfer will receive the liquidated value of the assets in the Binance Account, less any fees and costs associated with the transfer. Our ability to provide your representative(s) with the assets in your Binance Account is subject to the restrictions imposed by Applicable Law and these Terms. We do not commit to any particular timeline for the transfer of assets held to the credit of your Binance Account.
37.16. Tax. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. You agree that we are not responsible for determining whether any taxes apply to your use of the Binance Services, or for collecting, reporting or remitting any taxes arising from any Transaction or use of the Binance Services.
You acknowledge that we may make certain reports to tax authorities regarding Transactions made on the Platform, and that we may, in our sole discretion or as required by Applicable Law, provide you with additional documentation or records needed by you to calculate any tax obligations. We may also withhold and deduct at source any taxes due under Applicable Law in our sole discretion.
Definitions and interpretation 38.1. In these Terms, except where the context requires others, the following terms shall have the following meanings:
Access IDs means your Binance Account details, username, passwords, personal identification numbers, API keys, API secret keys, or any other codes or forms of authentication that you use to access your Binance Account or the Binance Services or to send Instructions.
Account History means the written record (including electronic records) of your Transactions and your Binance Account.
API means application program interface.
Applicable Law means all relevant or applicable statutes, laws (including rules of common law), principles of equity, rules, regulations, regulatory principles and requirements, notices, orders, writs, injunctions, judgements, bye-laws, rulings, directives, proclamations, circulars, mandatory codes of conduct, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation of which Binance is a member), that are applicable to the provision, receipt or use of the Binance Services, or any other products or deliverables provided, used or received in connection with the Binance Services, these Terms, or any Product Terms.
Backed Virtual Assets has the meaning given to it in clause 16.3.
Binance, we, our or us means Investbybit Limited, trading as Binance New Zealand.
Binance Account means any accounts (including Corporate Binance Accounts) or sub-accounts (including any Binance Sub-Account), which are opened by Binance for you to record your use of Binance Services.
Binance Affiliates means Binance, its affiliates, related body corporates, direct or indirect parent entity or subsidiary entity, or entity under common control, and each of their respective officers, directors, employees, agents, licensors, and contractors.
Binance API means an API made available by a Binance Affiliate to you as a service, or third-party applications relying on such an API.
Binance IP means the Created IP and all other Intellectual Property Rights owned by or licensed, on a sub-licenseable basis, to us as at the date of the Terms and any other Intellectual Property Rights owned or acquired by or licensed, on a sub-licenseable basis, to us after the date of these Terms, and which are provided by us to you in the course of providing you with the Binance Services.
Binance Services means the services offered by us to you through the Platform.
Binance Sub-Account means a sub-account that is set up under a primary Binance Account.
BUSD means Binance USD, a US dollar denominated and backed stablecoin managed by Paxos Trust Company, LLC.
Business Day means all days, excluding a Saturday or Sunday , on which registered banks are open for general banking business in Auckland, New Zealand.
CGA has the meaning given to it in clause 32.4.
Chat Service has the meaning given to it in clause 5.
Conversion Inception Date means the date, specified by Binance, on which the Designated Stablecoin Conversion will commence.
Corporate Binance Account means a Binance Account maintained for a corporation, entity, or other organisation for the provision of Binance Services.
Created IP means any Intellectual Property Rights created by you pursuant to these Terms, including the User Materials, but excluding any other User IP.
Designated Stablecoin means each of USD Coin (USDC), Pax Dollar (USDP), TrueUSD (TUSD) and any other Virtual Asset Binance may designate as such from time to time, provided that Binance may remove any Virtual Asset from the scope of this definition at any time without prior notice.
Designated Stablecoin Conversion means, in respect of each Designated Stablecoin, the automatic conversion of that Designated Stablecoin into BUSD upon deposit or transfer into your Binance Account or the conversion of BUSD into that Designated Stablecoin in connection with a withdrawal request.
Dispute means any dispute, claim, controversy or difference arising out of, relating to or having any connection with the Terms, any Product Terms, including any dispute as to their existence, validity, subject matter, interpretation, performance, breach, negotiation, termination, enforceability or the consequences of their nullity, and any dispute relating to any non-contractual obligations arising out of or in connection with them.
Dominant Virtual Asset means a Forked Virtual Asset that has dominance over one or more other versions of a Virtual Asset that was subject to the relevant Fork, as determined by us in our sole discretion.
Email Account means the email account(s) associated with your Binance Account(s), as agreed with Binance from time to time, in accordance with any processes identified by Binance when using the Platform.
Fiat Currency means any government or central bank issued national, or supra-national, currency.
Fork means any planned, unplanned, sudden, scheduled, expected, unexpected, publicised, not well-known, consensual, and/or controversial changes to the underlying operating rules of certain Virtual Assets that may occur from time to time, in such a way as to result in the creation of one or more related versions of an existing Virtual Asset.
Force Majeure Events means:
- any fire, strike, riot, civil unrest, terrorist act, war or industrial action;
- any natural disaster such as floods, tornadoes, earthquakes and hurricanes;
- any epidemic, pandemic or public health emergency of national or international concern;
- any act or regulation made by a government, supra national body or authority that we believe stops us from providing Binance Services on the Platform;
- the suspension or closure of any Binance Affiliate;
- the nationalisation of any Binance Affiliate;
- the imposition of limits or unusual terms by a government on any Virtual Assets traded on our Platform;
- excessive changes to the price, supply or demand of any Virtual Asset;
- technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;
- the failure of any supplier, intermediate broker, agent, principal custodian, sub-custodian, dealer, exchange, staking platform, liquidity pool, bridge provider, issuer of a Backed Virtual Asset, market maker, clearing house or regulatory organisation to perform its obligations to us;
- liquidity providers not providing, or being unable to provide liquidity to us;
- any labour or trade disputes, strikes, industrial actions or lockouts (other than in each case by Binance or the Binance Affiliates); and/or
- an event which significantly disrupts the market for Virtual Assets, which could include excessive movements in the price, supply or demand of a Virtual Asset, whether regulated or unregulated.
Forked Virtual Asset means a Virtual Asset that results from a Fork.
Instruction means any instruction, request, or order given to Binance by you or a Permitted User in relation to the operation of your Binance Account or to execute any Transaction, through such medium and in such form and manner as Binance may require.
Intellectual Property Rights means: (a) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or unregistered); (b) applications for registration, and rights to apply for registration, of any of the foregoing rights; and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
List of Prohibited Countries means the United States of America, Singapore, Malaysia, Ontario (Canada), and such other locations as designated by Binance or any Binance Affiliate from time to time.
Local Terms means the terms governing your use of the Binance Services provided by a Binance Affiliate in any particular jurisdiction.
Losses has the meaning given to it in clause 31.1.
Manifest Error means any error, omission or misquote (whether an error of Binance or any third party) which is manifest or palpable, including a misquote by any representative of Binance taking into account the current market and currently advertised quotes, or any error of any information, source, official, official result or pronunciation.
Mobile App means any mobile application developed or provided by us or any of the Binance Affiliates that enables you to use or otherwise access Binance Services.
Permitted User means any person identified to us and authorised to act on a user’s behalf with respect to any Corporate Binance Account.
Platform means the digital platform that we or any of the Binance Affiliates may make accessible to you via Sites, the Mobile App, a Binance API or by such other means as Binance Affiliates may prescribe from time to time for the use of Binance Services.
Product Terms means the product-specific terms and conditions that apply to the use of a Binance Service, in addition to these Terms.
Regulatory Authority means any foreign, domestic, state, federal, cantonal, municipal or local governmental, executive, legislative, judicial, administrative, supervisory or regulatory authority, agency, quasi-governmental authority, court, commission, government organisation, self-regulatory organisation having regulatory authority, tribunal, arbitration tribunal or panel or supra-national organisation, or any division or instrumentality thereof, including any tax authority.
Restricted Person means a person or legal entity who (a) is included in any trade embargoes or economic sanctions list (such as the United Nations Security Council Sanctions List, the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), the denied persons or entity list of the U.S. Department of Commerce, or any sanctions register maintained by the New Zealand Ministry of Foreign Affairs & Trade), or (b) resides, or is established, in any country listed in the List of Prohibited Countries.
Risk Warning means the general risk warning published on the Website.
Security Breach means:
- your Binance Account(s) or any of your Access IDs have been compromised;
- the loss, theft, or unauthorised use of any of your Access IDs or any unauthorised access to and use of your Binance Account or the Binance Services on your behalf; or
- any other security incident (including a cyber-security attack) affecting you and/or Binance.
Sites means our Website and any other websites, pages, features, or content we own or operate.
Supported Virtual Assets means those Virtual Assets that are available in connection with the use of the Binance Services in New Zealand.
Trade Marks means the Intellectual Property Rights in the trade marks, service marks and logos used and displayed on or through the Platform, the Sites and/or the Binance Services.
Transaction means selling, purchasing, or entering into other transactions in Virtual Asset(s), their derivatives, other asset(s), or product(s) as Binance may from time to time permit to be carried out on the Platform, and withdrawing or depositing or withdrawing Virtual Assets or Fiat Currency into or out of your Binance Account.
User IP means the Intellectual Property Rights owned by or licensed to you as at the date of these Terms and any other Intellectual Property Rights owned or acquired by or licensed to you after the date of these Terms.
User Materials means the Intellectual Property Rights in any reviews, posts, information, data, and comments you or other users provide to us on the Sites (through our “Contact Us” pages or otherwise), the Platform, through use of Binance Services, or otherwise.
Virtual Assets means a digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes.
Website means the website located at https://www.binance.com/en-NZ.
38.2. In these Terms:
- clause headings are for convenience only and do not affect the meaning or interpretation of any provision of these Terms;
- the words “include” or “including” shall mean including without limitation and include without limitation respectively;
- any undertaking to do or not do a thing shall be deemed to include an undertaking not to permit or suffer the doing of that act or thing;
- words importing the singular include the plural and vice versa and words importing a gender include any gender;
- any reference to a document is to that document as amended, varied or novated from time to time otherwise than in breach of these Terms or that document; and