Platform Terms of Use

Thank you for visiting Victor Lima 6 Limited. When you use, visit or participate in our Platform, you agree that you have read, understood and accept these Terms and Additional Terms and Policies and agree to be bound by them together with all Applicable Laws.

We may amend, update, change or replace these Terms (including any of the Additional Terms and Policies) at any time by publishing the changes on our Platform. By continuing to use, visit or participate in our Platform, you continue to agree to these Terms and are bound by any changes to them and to the Additional Terms and Policies.

We recommend you review these Terms each time you visit our Platform. If you do not agree with these Terms, you must immediately discontinue any and all access to and use of the Platform.

In these Terms, unless the context requires otherwise:

In these Terms, unless the context otherwise requires:

You must be at least eighteen (18) years of age, have a New Zealand bank account, have a New Zealand residential address, possess full legal capacity, and not be otherwise prohibited from using the Platform by Applicable Law.

You are solely responsible for determining whether your use of the Platform is compliant with all Applicable Laws in your jurisdiction, and you must not use the Platform if such use is prohibited in your location.

We may, in our sole discretion, restrict, suspend, or terminate your access to the Platform where we reasonably believe such action is required by Applicable Law, or any applicable sanction or compliance policy.

The Platform is a closed-loop, peer-to-peer platform through which Users may interact with autonomous Smart Contracts for the purpose of creating and viewing listings, and initiating transactions, involving Tokens stapled to Ordinary Shares in our company. Due to the closed-loop nature of our Platform, Tokens can only be traded on our Platform as we will hold the Tokens on trust for you. You will not be able to trade your Tokens on any other tokenisation platforms.

Without limitation:

Holding Tokens: Due to the closed-loop nature of our Platform, we will hold your Tokens on your behalf for your sole benefit. Your tokens are individually identifiable to us in our systems we maintain. In holding your Tokens, we agree to:

You acknowledge and agree that:

We are both the issuer of the Tokens and the custodian that holds those Tokens on trust for you. This is a potential conflict of interest that we are disclosing to you.

How we manage this conflict:

Prohibited Conduct: You shall not:

Warranties: You represent, warrant and undertake on a continuing basis that:

We may, at our sole discretion and without liability, restrict, suspend, or terminate your access to the Platform where we have reason to believe that your activities are in breach of this clause or that such action is necessary to comply with Applicable Law or requests from competent authorities.

Compliance: We will verify the identity of any User where required to do so under the AML/CFT Act.

We represent, warrant, and undertake on a continuing basis to you that:

Tax: You are solely responsible for determining and satisfying any tax obligations arising from your use of the Platform. The Company does not provide tax advice and bears no responsibility for your tax liabilities.

If you submit or upload Personal Information to us or our related companies, you consent to the collection, use, processing, transmission and disclosure of that information by us and our related companies. You warrant that you have obtained all necessary consents to disclose the Personal Information to us and our related companies, and for us and our related companies to retain and use that information for the Platform and any of the other purposes set out in our current Privacy Policy (accessible at https://www.vl6.co.nz/privacy). Our Privacy Policy may be updated from time to time. You acknowledge that you are responsible for ensuring the way you use the Platform complies with applicable privacy laws and regulations in your location.

Data recorded on public blockchains is outside of our control, is immutable, and may be publicly accessible. We cannot alter or delete such data.

Transactions executed through the Platform may be subject to fees, including but not limited to buyer and/or seller fees, as displayed on the Platform at the time of the transaction.

All fees are non-refundable.

We reserve the right to modify our fee structure at any time. Any revised fees shall apply to transactions initiated after the effective date of the change.

Network Fees: Blockchain transactions require payment of network transaction fees (“gas fees”). You are solely responsible for paying any applicable gas fees for transactions you initiate via the Platform.

All Intellectual Property rights, title, and interest in and to the Platform shall remain the exclusive property of the Company or its licensors. Access to or use of the Platform does not transfer or grant to you any rights in or to such Intellectual Property.

Without limitation, you shall not, and shall not permit any third party to:

Reservation of Rights: All rights not expressly granted in these Terms are reserved by the Company and its licensors.

All transactions on the Platform are executed via Smart Contracts deployed on public blockchains. These Smart Contracts are immutable once deployed, and transactions are irreversible.

Smart Contracts, and the underlying blockchain networks on which they operate, may be subject to errors, bugs, vulnerabilities, exploits, hacking, phishing, denial-of-service attacks, consensus failures, network congestion, chain reorganisations, or other malicious or unlawful acts by third parties. Such events may result in the partial or total loss of Tokens, inability to access or transfer Tokens, or other adverse impacts.

You acknowledge and accept that you interact with Smart Contracts and blockchain networks entirely at your own risk, and that we have no responsibility or liability for any losses arising from such events.

You should not construe the availability of any Token on the Platform as an endorsement, recommendation, or solicitation to engage in any transaction, nor rely on any information on the Platform for investment, legal, tax, accounting, or other advice.

While we strive to maintain uninterrupted access to the Platform, we do not guarantee that the Platform will be available at all times. You acknowledge and agree that access to the Platform may be disrupted or suspended due to a Force Majeure Event (including cyberattacks and hacks).

To the maximum extent permitted by law, we shall not be liable for any loss, damage, or inconvenience arising from the unavailability of the Platform due to any Force Majeure Event. We will take reasonable steps to investigate and respond to any security incidents, but we make no warranties regarding the security of the Platform or the prevention of unauthorised access.

Volatility: Prices of Tokens are highly volatile and may experience significant fluctuations in short periods of time. You may lose the entire value of any Token you acquire. Anyone can create a token, including false versions of existing Tokens, and you acknowledge and accept the risk that you may mistakenly trade such tokens.

Decentralised Environment: The Platform operates in a decentralised blockchain environment which, in certain jurisdictions, is unregulated or subject to uncertain and evolving regulatory frameworks. Legislative, regulatory, or policy changes may adversely affect the legality, availability, or value of certain Tokens, and we may be required to suspend or restrict access to them without notice.

No Warranties: To the fullest extent permitted by Applicable Law, we disclaim any representations and warranties of any kind that are not set out in these Terms, whether express, implied, or statutory, including, but not limited to, warranties of merchantability, non-infringement, and fitness for a particular purpose. You acknowledge and agree that your use of the Platform is at your own risk.

Regulatory Status: The Platform is not, and shall not be deemed to be, a “financial product market” under the FMC Act, securities exchange, alternative trading system, multilateral trading facility, broker, dealer, investment adviser, or any other form of regulated financial service provider in any jurisdiction.

Third-Party Reliance: The Company disclaims any responsibility or liability for any reliance placed by any third party on the Platform, its content, or any Token listing. No third party is entitled to rely on, or derive any rights or benefits from, any statement, disclosure, representation, warranty, or other information made available on or through the Platform.

Personal Responsibility. Nothing on or via the Platform constitutes investment, legal, tax, accounting, or other professional advice. You are solely responsible for your own due diligence and decisions.

To the maximum extent permitted by Applicable Law, under no circumstances shall we, any developer or entity involved in creating the Platform or any affiliated parties or officers and employees be liable to you for any loss, damage, cost, or expense of any kind, whether direct, indirect, incidental, consequential, punitive, or special, arising out of or in connection with:

Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you. In no event shall our total liability to you for all damages (other than as may be required by Applicable Law in cases involving personal injury) exceed the amount of one hundred NZ dollars ($100.00 NZD) or its equivalent in the local currency of the applicable jurisdiction.

The foregoing disclaimer will not apply to the extent prohibited by Applicable Law.

We do not endorse, guarantee, or assume responsibility for any advertisements, offers, or statements made by third parties concerning the Platform.

Beneficial ownership and custody

You retain beneficial ownership of the Tokens in your Account, which we hold on a bare-trust basis for your benefit. This means that if we were to become insolvent, the Tokens in your Account cannot legally be used to satisfy any debts owed by us.

Because your Tokens are held on trust for you, they are ring-fenced from any claims made by our general creditors. In other word, your Tokens are not available to satisfy debts owed by us.

Use of Tokens

Except where you agree under these Terms, we may not use Tokens held for you for our own purposes or for the benefit of any third party.

Insolvency or Default Events

If we become insolvent or materially default on our obligations, we may cancel any unsettled transactions, and we may suspend trading.

You agree to hold harmless, release, defend, and indemnify the Company, our affiliates and our affiliates’ respective officers, directors, employees, contractors, agents, service providers, licensors, and representatives from and against any and all claims, liabilities, damages, losses, regulatory investigations, inquiries, enforcement actions, penalties, and expenses (including reasonable legal fees) arising out of or in connection with:

We reserve the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting our defence of such matter.

We may, in our sole discretion and without liability to you, restrict, suspend, or terminate your access to the Platform at any time, including if:

Termination of your access shall be without prejudice to any rights, remedies, or obligations accrued prior to such termination.

We may modify, suspend, or discontinue any aspect of the Platform at any time without liability. We may amend these Terms by posting an updated version on the Platform, and your continued use after the effective date constitutes acceptance of the amended Terms.

These Terms and the use of the Platform is governed by the laws of New Zealand and you submit irrevocably and unconditionally to the exclusive jurisdiction of the courts of New Zealand.

Entire Agreement: These Terms constitute the entire agreement between you and us with respect to the subject matter hereof and supersede any and all prior or contemporaneous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms.

No Waiver: Failure or delay by us in exercising any right or remedy under these Terms shall not operate as a waiver of such right or remedy, whether in that instance or subsequently.

Notices: We may provide notices by posting to the Platform or by any other method we reasonably select. You consent to receiving notices electronically.

Assignment: You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms without restriction.

Relationship: Nothing in these Terms creates any partnership, joint venture, agency, fiduciary, or employment relationship between you and us.

Severability: If any provision of these Terms is held invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

No Adverse Construction: These Terms shall be construed as if drafted jointly by the parties and no presumption or rule of interpretation shall apply against the drafter of these Terms. To the maximum extent permitted by Applicable Law, any similar doctrine that interprets contractual language against the party responsible for drafting it shall not apply to these Terms.

Contact Information: We are committed to helping you have an enjoyable tokenisation experience.