The following Terms and Conditions (“Terms”) govern the generation and sale of certain token by Novem Gold AG, Vaduz, Principality of Liechtenstein, Reg-Nr: FL-0002.606.156-5 (the “Token Issuer”; “Company”; “We”) whereby the Token Issuer is transferring to you (the “Token Recipient”; “Token Holder”, “Contributor”, “You”) certain cryptographically-secured rights in the form of digital assets (“NNN Token”; “NVM Token”; together referred to as “Company Token” or “Project Token”), as defined below, in exchange for consideration received, as defined below (all together the “Token Generation Event” or “TGE”). The Token Recipient and the Token Issuer shall hereinafter be referred to as “Parties”.
PLEASE READ THE FOLLOWING CAREFULLY!
THE COMPANY TOKEN ARE NOT INTENDED TO CONSTITUTE SECURITIES, DEBENTURES OR INTERESTS IN A COLLECTIVE INVESTMENT SCHEME IN ANY JURISDICTION. SPEFICALLY, THE COMPANY TOKEN DO NOT QUALIFY AS SECURITIES IN THE MEANING OF PROSPECTUS REGULATION 2017/1129/EC. THESE TERMS DO NOT CONSTITUTE A PROSPECTUS OR OFFER DOCUMENT OF ANY KIND AND ARE NOT INTENDED TO FACILITATE AN OFFER OF OR A SOLICITATION FOR INVESTMENT IN SECURITIES, DEBENTURES OR COLLECTIVE INVESTMENT SCHEMES IN ANY JURISDICTION. BY ACCEPTING THESE TERMS, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS AND YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS OF PURCHASING COMPANY TOKEN. IF YOU ARE IN ANY DOUBT AS TO THE NATURE OF THIS TOKEN GENERATING EVENT, THE RISKS INVOLVED OR THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR LEGAL ADVISOR. IF YOU DO NOT AGREE TO THESE TERMS, IN PARTICULAR BUT NOT LIMITED TO THE “WITHDRAWAL FROM THE AGREEMENT” CLAUSE, PLEASE DO NOT ACCEPT THESE TERMS OR AGREE TO RECEIVE ANY COMPANY TOKEN.
The headings in these Terms and the sequence of sections and paragraphs shall not be taken into account in construing these Terms. Unless the context otherwise requires, words (including words defined herein) denoting the singular shall include the plural and vice versa.
FORWARD-LOOKING STATEMENTS, INCLUDING THE INTENDED ACTIONS AND PERFORMANCE OBJECTIVES OF THE COMPANY AS EXPRESSED IN THESE TERMS OR OTHER TOKEN OR BUSINESS PAPERS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER IMPORTANT FACTORS THAT COULD CAUSE THE ACTUAL RESULTS, PERFORMANCE, OR ACHIEVEMENTS OF THE COMPANY IN ITS DEVELOPMENT OF THE PROJECT TOKEN TO DIFFER MATERIALLY FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NO REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE PERFORMANCE OR SUCH FORWARD-LOOKING STATEMENTS.
CONTRIBUTOR UNDERSTANDS THAT ANY CONTRIBUTION MADE TO COMPANY IS RISK CAPITAL AND MAY – DEPENDING ON THE PROJECT’S SUCCESS AND FURTHER DEVELOPMENT OF THE COMPANY – BE IRREVOCABLY LOST. THE PROSPECTIVE CONTRIBUTOR SHALL CONSULT WITH ITS OWN LEGAL, INVESTMENT, TAX, ACCOUNTING, AND OTHER ADVISORS TO DETERMINE THE POTENTIAL BENEFITS, BURDENS, AND OTHER CONSEQUENCES OF SUCH SUBSCRIPTION.
The Token Recipient and the Token Issuer agree as follows:
1. INTRODUCTION AND SCOPE
1.1 Unless otherwise stated herein, these Terms shall govern the generation and distribution of NNN Token and NVM Token (together: the “Company Token”) by the Token Issuer.
1.2 The Token Issuer is Novem Gold AG, registered in the Liechtenstein Company Register with register number FL-0002.606.156-5 and having its registered office at Dr. Grass-Strasse 12, 9490 Vaduz, Principality of Liechtenstein; email: email@example.com
1.3 Company Token are distributed by the Token Issuer exclusively.
1.4. NNN Token represent an ownership share in a certain quantity of physical 999.9 gold stored by Novem Gold AG for and on behalf of the NNN Tokenholders in accordance with a standardized Maintenance & Storage Agreement (Annex II), which forms an integral part of these Terms.
1.5 NVM Tokenholders are entitled to reduced prices when purchasing goods or services from Novem Gold AG.
2. ELIGIBILITY TO RECEIVE Company Token
2.1. To be eligible to purchase Company Token, you must (i) not be a legal resident of one of the Restricted Locations as defined in the following; (ii) have full legal capacity to enter into a contract; and (iii) if you are an individual, be at least 18 years old.
2.2. You must represent and warrant to us that you are not acting on behalf of or for the benefit of anyone else, unless you are acting for and under the direction of the company that employs you or has duly authorized you as their legal representative to participate in the TGE in their name and on their behalf.
2.3. We may restrict or prohibit access to TGE participation from certain countries, territories, or jurisdictions (“Restricted Locations”). You represent and warrant that you are located in the territory or country which you asserted during the registration process and that you are not located in a Restricted Location. You shall not be eligible to, and you shall not participate in the TGE under these Terms if you are a citizen, resident (tax or otherwise), green card holder (or similar) of: Algeria, Bolivia, Canada, Cuba, Ecuador, Indonesia, Iran, Ivory Coast, Kyrgyzstan, Lebanon, Morocco, Myanmar, Namibia, Nepal, Pakistan, Syria, the Republic of North Korea, the People’s Republic of China, the United States of America, Vietnam.
2.4. If you are participating in the Company TGE on behalf of a legal entity, (i) you represent and warrant that you are authorized to bind that entity to these Terms, (ii) all references to “you” will refer to you and that entity, and (iii) that entity agrees to be responsible for your acts, including for your and their compliance with these Terms.
2.5 You shall not participate in the TGE if there are applicable legal restrictions in your country of residence or domicile. It is your sole responsibility to ensure that your participation in the TGE is not prohibited under applicable legal restrictions in your country of residence or domicile.
Investors who wish to subscribe to Company Token are obliged to comply with a KYC Process:
Customers interested in the purchase of Company Token will need to enter their personal data such as name, date of birth, address and nationality in an identification tool provided on the homepage of Novem Gold AG https://novemgold.com. Items and details of data required depend on the sums the investor wishes to invest.
After receipt of a customer subscription request stating the number of CompanyToken the investor wishes to subscribe, the currency in which the investor wishes to subscribe and the NEO address where the CompanyToken shall be sent to, the entries and request are checked by Novem Gold AG with regard to:
- Completeness and correctness of the data
- Matching with the identification documentation (such as e.g. passport) of the customer
- PEP check
- Checking whether the customer is on a sanction list
- Examination of the source of funds
- Duplicate check
- Depending on the amount of the investment, a Video-Ident Check will be carried out
Based on the results of such checks and verifications, the customer will be assigned to a pre-defined risk class with risk classes ranging from “low” to “high”. Subscription requests of investors qualified as “high risk” will be rejected.
Interested Investors having passed KYC procedures successfully, will be registered. After the interested Investor is registered, he is accepted to order and acquire NNN Token.
As checks and verifications need to be done, to a certain part, manually, procedures may take some time. Interested parties are therefore advised to register as early as possible in order to be able to participate in the TGE.
4. INFORMATION CONCERNING THE NNN TOKEN TO BE OFFERED
4.1 General description of the NNN Token
With the purchase of NNN Token, an investor purchases a certain quantity of 999.9 LBMA Gold from Novem Gold AG and at the same time instructs and authorizes Novem Gold AG to manage and store the gold for and on behalf of the investor and in accordance with the terms and conditions of a Maintenance and Storage Agreement, which forms an integral part of these Terms (Annex II).
NNN Token therefore represent a co-ownership share in a certain quantity of gold (“Quantitätseigentum” / “quantity ownership”, Art. 195 para. 1 Property Law; Sachenrecht, "SR") with 100 NNN Token representing ownership in 1 gram of 999.9 LBMA certified gold which will be stored by Novem Gold AG for and on behalf of all NNN Tokenholders in a collective deposit in a high-security facility in Liechtenstein. Pursuant to the Maintenance and Storage Agreement, Novem Gold AG acts, on behalf of the entirety of the Tokenholders ("Co-Owners' Community"), as the administrator and custodian (appointed by the Co-Owners' Community) of the gold.
NNN Token therefore are comparable to tradeable titles in goods representing ownership in and granting the right to demand physical delivery of the underlying product to the person in possession of the Token. NNN Token are therefore comparable to transferable bearer securities in the meaning of § 120 SA PGR (“Warenpapiere”).
NNN Token do however not qualify as securities in the meaning of the Prospectus Regulation 2017/1129/EC. No certificates or deeds will be issued for the NNN Token. The NNN Token are allocated to investors by means of automated (smart contract) transmission of the NNN Token to a NEO address previously notified to Novem Gold AG by the investor in the course of completion of subscription and KYC documentation provided on the homepage of Novem Gold AG.
The rights and obligations as stated in these Terms and in the Maintenance and Storage Agreement are inseparably linked to the ownership of a NNN Token and are equally transferred, together with the ownership rights in a certain quantity of 999.9 LBMA gold, from one Tokenholder to another together with every transfer of an NNN Token. These terms and the Maintenance and Storage Agreement are therefore binding on all Tokenholders subscribing to NNN Token or acquiring NNN Token in the secondary market.
4.2 Exchange of NNN Token for gold
NNN Tokenholders have the right to, at any time, demand delivery of the corresponding quantity of gold from Novem Gold AG in exchange for NNN Token subject to the following.
If a Tokenholder wishes to “cash” his NNN Token and to receive his gold, Tokenholders will have to follow the procedures as outlined in the following.
a. The Tokenholder will submit a written request to the e-mail address of the Token Issuer: firstname.lastname@example.org. In the future, the Token Issuer intends to provide a standardised form on its homepage for this purpose.
The Tokenholder will state the number of NNN Token he / she wishes to “cash”, choose the preferred method of delivery and will state the preferred date of receipt of the physical gold.
Requests have to be received by the Token Issuer at least 5 days in advance, i.e. at least five days before “pick-up” by the Tokenholder or expected consignment by the Token Issuer.
b. The minimum quantity of gold to be requested for exchange is 10 gram, gold will only be physically delivered in 10gram-fractions or multiples thereof. Investors are therefore required to deliver at least 1000 NNN Token or a multiple thereof for exchange into physical gold. Fractions of 1000 NNN Token which can not be exchanged will be returned to the wallet of the investor.
E.g.: if an investor sends 1050,50 NNN Token with the request to exchange for physical gold to the Token Issuer's wallet, 1000 NNN Token will be burnt and the investor will receive 10 g of gold, 50,50 NNN Token will (after deduction of transfer fee) be returned to the Tokenholder's wallet.
c. Before processing the Tokenholders request, Novem will check if the Tokenholder has already successfully passed KYC procedures – if not, the Tokenholder will be requested to do so.
Method of Delivery:
d. If a Tokenholder wishes to exchange NNN Token for 10 gram gold or more, the Tokenholder can choose to personally collect the gold or to have it delivered to an address provided by the Tokenholder.
If a Tokenholder wishes to exchange NNN Token for 500 gram gold or more, delivery is mandatory.
e. Collection is, as per the date of these Terms, only possible - after prior coordination with the Token Issuer (email@example.com) - at the high-security vault where the collective gold deposit is stored by the Token Issuer in Liechtenstein (OZL Offenes Zolllager in Liechtenstein AG, Schliessa 16, 9495 Triesen) or at the premises of a cooperation partner of the Token Issuer in Wels, Austria (Novem Edelmetalle GmbH, Europastrasse 69, 4600 Wels). Once the Token Issuer has established branches, collection will also be made possible at those branches (after prior coordination with the Token Issuer).
f. If the Tokenholder wishes delivery of his gold or if delivery is mandatory, the Token Issuer will check with Loomis, whether delivery to the country and address provided is possible, and if so, what the costs are.
g. Costs (including insurance costs) and risks of shipment as well as any related charges, customs duties and taxes, if any, are to be borne by the Tokenholder. In addition, the Token Issuer charges a handling fee of EUR 20.00 per delivery.
h. The Tokenholder will be informed accordingly and has the option to
- approve delivery subject to the stated conditions; or
- choose to collect the gold personally or by a proxyholder (except if exchange of 500 g or more is requested); or
- to provide an alternative address for delivery of the gold; or
- arrange for delivery him-/herself.
i. Once method of delivery is agreed upon, the Tokenholder will send the number of NNN Token he / she wishes to exchange to a Wallet of Novem.
j. Upon receipt of the NNN Token, the corresponding amount of gold will be removed from the Collective Gold Deposit and either made available for collection as agreed or delivered by Loomis to the address stated by the Tokenholder.
k. As soon as gold is removed from the Collective Gold Deposit, a token burning process ("Token Burn") is initiated during which the relevant NNN Token of the previous Tokenholder are sent to a non-existent address, thus reducing the token inventory. Each token burn is announced via the social media channel of the Token Issuer in the short message service "Twitter" (@NovemMinting).
4.3 Currency and price of NNN Token
NNN Token do not have a nominal value and are thus not denominated in a specific currency. The price of a NNN Token is linked to the minute gold rate as announced by openexchangerates.org on an ongoing basis. The subscription price for 100 NNN Token therefore corresponds to the price of one 1g bar of 999.9 gold as announced by OpenExchangeRate for the minute in which the purchase price is booked in the account or into the wallet of Novem Gold AG.
NNN Token are issued in the course of the Token Sale against payment in EUR or any of the crypto currencies BTC, ETH, NEO or GAS. Investments via NEO and GAS can only be made up to a value corresponding to EUR 11,999.00.
The price of gold in various fiat currencies can be continuously monitored and verified at OpenExchangeRate (http://www.openexchangerate.com), for exchange rates of crypto currencies to fiat https://coinmarketcap.com will be decisive.
4.4 Agio & Transfer fee
For the initial purchase of NNN Token, an Agio corresponding to 0.05% of a Token is due to Novem Gold AG. This means that, technically, for each NNN Token issued and transferred to the investor, a fraction of 0.05% (or 5 basis points) of such Token is transferred to a wallet of Novem Gold AG.
An investor purchasing 100 NNN Token will therefore, after deduction of the Agio, only receive 99.95 NNN Token in his wallet.
The same fraction of 0.05 % of each NNN Token is due as a transfer fee to Novem Gold AG in case of each transfer of NNN Token from wallet to wallet, i.e. whenever an investor or Tokenholder sells/sends his NNN Token to another wallet. Deduction of the transfer fee is a programmed feature of the NNN Token, i.e. a fraction of 0.05% of each NNN Token will automatically be sent to a wallet of Novem Gold AG in case of each transfer of a NNN Token from one wallet to another.
Both the Agio and the transfer fees are used, inter alia, to cover the costs of storage of the Tokenholders gold.
4.5 Minimum / Maximum subscription and Reduction of subscriptions
The minimum subscription amount per investor is EUR 100.-. A maximum subscription restriction per investor is not fixed.
Novem Gold AG reserves the right to terminate the Token Sale as described in these Terms without giving reasons at any time and to generally reject subscriptions without giving reasons.
Subscriptions will be considered in the order in which they are received. Novem Gold AG is entitled to reduce subscriptions and to return subscription amounts received to the payer's account.
Any and all subscriptions are further subject to acceptance by Novem Gold AG. Registration does not grant a right or give a guarantee that NNN Token can be purchased in a certain number and as per a certain date or that subscriptions are accepted by Novem Gold AG at all.
4.6 Total amount of the Token Issue
NNN Token will be issued continuously on an ongoing basis as soon as sufficient quantities of gold are available to and stored by Novem Gold AG. Additional NNN Token will therefore only be issued if, for e.g. 100 NNN Tokens to be newly issued, a corresponding quantity of 1 gram 999.9 LBMA gold is physically available to and stored by Novem Gold AG.
NNN Token can be ordered from Novem Gold AG at any time. As soon as they have been ordered and paid for, physical gold will, if not already available to Novem Gold AG, be bought, stored, and NNN Token will be minted and delivered to the Investor.
The total stock of NNN Token and thus the amount of gold stored will be constantly updated and listed on the homepage of the Novem Gold AG https://novemgold.com.
4.7 Ranking and collateralisation
In case of insolvency of Novem Gold AG, the Tokenholder’s gold represented by the NNN Token and held, managed and stored by Novem Gold AG in its function as administrator and custodian on the basis of the Management and Storage Agreement does not form part of the bankrupt’s estate. Novem Gold AG may however, in case of insolvency, no longer be able to dispose of the Tokenholder’s gold but Tokenholders may need to raise their claims for delivery of their gold against the trustee in bankruptcy.
4.8 Restrictions on the free transferability of NNN Token
NNN Token do not qualify as securities in the meaning of the Prospectus Regulation 2017/1129/EC. NNN Token are not admitted to trading on a regulated or unregulated market, which may constitute a de facto restriction on tradability. Apart therefrom, NNN Token can be traded bilaterally if and to the extent that a (liquid) market for NNN Token establishes itself.
Novem Gold AG will endeavour to obtain admission for NNN Token to become tradeable on suitable crypto exchanges or market places but does not give any guarantee that such “listing” will be successful.
4.9 Subscription and delivery of Token
Novem Gold AG will install and activate an investor portal on its homepage https://novemgold.com in order to process token subscriptions and provide the necessary information to investors.
Subscription in EUR
An investor wishing to subscribe to NNN Token in EUR transfers the corresponding amount in EUR to an account of Novem Gold AG with Bank Frick, Liechtenstein, account details to be provided by Novem Gold AG on https://novemgold.com.
Upon receipt of the assets, the corresponding quantity of 999.9 LBMA-certified gold will be defined using the gold price provided by OpenExchangeRate, whereby the price for one 1g bar of 999.9 gold for the minute in which the assets are booked into the Token Issuers account are decisive.
The number of NNN Token corresponding to the quantity of gold purchased by the investor will then be transferred to the NEO wallet the Subscriber stated when subscribing.
Subscription in BTC, ETH, NEO and GAS
If an investor subscribes in BTC, ETH, NEO and GAS, he will have to transfer the assets he wishes to invest to a wallet of Novem Gold AG, address of which will be announced on https://novemgold.com. Upon receipt of the respective BTC, ETH, NEO or GAS amount, the corresponding quantity of 999.9 LBMA-certified gold will be defined as follows:
BTC, ETH, NEO and GAS will be converted manually during the business hours of Novem Gold AG into EUR. The quantity of gold acquired by the investor will then be defined by using the gold price published by OpenExchangeRate, whereby the price for one 1g bar of 999.9 gold for the minute in which BTC, ETH, NEO or GAS have been received into the wallet of Novem Gold AG is decisive.
The number of NNN Token corresponding to the quantity of gold purchased by the investor will then be transferred to the NEO wallet the Subscriber stated when subscribing.
4.10 Investor categories and restrictions
The Issuer intends to address both professional and retail investors in Germany, Austria, Liechtenstein and Switzerland and potentially further EEA States.
Investors resident or domiciled in Algeria, Bangladesh, Bolivia, China, Colombia, Ecuador, Macedonia, Morocco, Nepal, North Corea, Pakistan, Russia, Thailand, United States and Vietnam are excluded from subscription.
The NNN Token do not qualify as securities in the meaning of the Prospectus Regulation 2017/1129/EC.
The NNN Token have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or any other regulations for the admission or distribution of securities in the United States. Accordingly, investors who have their registered office or residence in the USA or qualify as US persons within the meaning of Regulation S of the Securities Act are not permitted to subscribe for NNN Token unless and to the extent that there is an exception to the registration requirement of the Securities Act and / or the distribution and acquisition of NNN Token takes place in compliance with all applicable provisions governing the distribution of securities in the USA.
5. INFORMATION CONCERNING THE NVM TOKEN TO BE OFFERED
5.1 NVM Token can be purchased against payment in Fiat or various Crypto Currencies and are issued on the NEO Blockchain. NVM Tokenholders do have the possibility to purchase various gold products and related services from Novem Gold AG at reduced prices. This includes instructional services (such as how to install a wallet, how to make use of a crypto-exchange) as well as instructions to search for gold bars with specific serial numbers etc.
5.2 Novem Gold AG will install and activate an investor portal on its homepage https://novemgold.com in order to process token subscriptions and provide the necessary information to investors.
Subscription in EUR
An investor wishing to subscribe to NVM Token in EUR transfers the corresponding amount in EUR to an account of Novem Gold AG with Bank Frick, Liechtenstein, account details to be provided by Novem Gold AG on https://novemgold.com.
The current price of one NVM Token is displayed on https://novemgold.com/en/tokens/nvm.html. Upon listing the token price can be retrieved from the respective cryptocurrency exchanges the token will be listed on.
The NVM Token purchased by the investor will be transferred to the NEO wallet the Subscriber stated when subscribing.
Subscription in BTC, ETH, NEO and GAS
If an investor subscribes in BTC, ETH, NEO and GAS, he will have to transfer the assets he wishes to invest to a wallet of Novem Gold AG, address of which will be announced on https://novemgold.com. Upon receipt of the respective BTC, ETH, NEO or GAS amount, the BTC, ETH, NEO and GAS will be converted manually during the business hours of Novem Gold AG into EUR.
The resulting amount in EUR is decisive in order to determine the number of NVM Token purchased by the investor, which will then be transferred to the NEO wallet the Subscriber stated when subscribing.
5.3 NVM Token are only accepted by Novem Gold AG and it’s franchise and cooperation partners. As per the date of this Basic Information Document, the NVM Token are only accepted by Novem Edelmetalle GmbH, Europastrasse 69, 4600 Wels, Austria.
5.4 NVM Token are so-called “Utility Token”. They do neither qualify as securities (in the meaning of the Prospectus Regulation 2017/1129/EC) nor as “E-Money” (as they are only accepted by entities closely linked to Novem Gold AG and only for a limited range of products and services).
NVM Token are not listed on any regulated or unregulated market or on “crypto exchanges” but can be traded bilaterally. Novem Gold AG does not intend to apply for listing of the NVM Token on a regulated or unregulated market or on a crypto exchange.
6. OBLIGATION TO ESTABLISH AND MAINTAIN CRYPTOCURRENCY WALLET AND ADDRESS
6.1 For purposes of your payment for Company Token and receipt of any refund (if any) in the TGE, you shall establish and maintain, in fully operational, secure and valid status, appropriate wallets and keys for currencies and cryptocurrencies used in the course of the TGE, specifically:
6.2 In order to receive and hold Company Token, you will need a NEO address or any other crypto wallet address that supports NEO Token as the Company Token are issued as “NEO Token”.
6.3 In the event of any loss, hack or theft of cryptocurrencies from any of the cryptocurrency wallets referred to above, you acknowledge and confirm that you shall have no right(s), claim(s) or causes of action in any way whatsoever against the Token Issuer.
6.4 Any obligation of the Token Issuer to deliver any Company Token to you under these Terms shall be subject to your compliance with the provisions of Paragraphs 6.1 and 6.2 above.
7.1 The Token Issuer shall deliver the Company Token to Token Recipient immediately after receipt of the consideration in its account or wallet (in case of NNN Token subject to availability of a corresponding quantity of gold). The Company Token will be delivered to the relevant NEO address or other appropriate address that supports NEO Token, which you registered and provided as a part of your TGE registration.
7.2 The delivery of Company Token to you will be initiated only after all the following conditions are satisfied:
7.3 We may suspend or terminate the delivery of the Company Token to you if:
7.4 Company Token will be delivered to and accepted by you on an “as is” basis without warranties of any kind by the Token Issuer. The Token Issuer hereby expressly disclaims all implied warranties in relation to Company Token and the delivery thereof.
7.5 It is the current intention of the Token Issuer for Company Token to be accepted by and be freely transferable and tradable on those cryptocurrency exchanges that decide to accept Company Token as tradable digital assets on their platforms. The Token Issuer will make reasonable efforts to satisfactory complete due diligence efforts, provide documentation and share regulatory assumptions made as a part of preparing the Company project, as may be required by certain cryptocurrency exchanges. However, you acknowledge that there is no certainty that such availability, transferability or tradability will be successfully achieved, and no representations, warranty or undertaking in this respect is given in any way by the Token Issuer.
8.1 Upon validation and verification of your payment for Company Token from the Token Issuer on the relevant blockchain under these Terms and the delivery of the Company Token to you:
8.2 The Token Issuer reserves the right, in its sole and absolute discretion, to reject any participant in the TGE and not to deliver Company Token or to abort the TGE at any time after your acceptance of these Terms and prior to the delivery of Company Token.
In the event of any such rejection or abortion of the TGE, you acknowledge and agree, regardless of whether such transactions are reflected as validated and verified on the relevant blockchain, that:
By accepting these Terms, you represent and warrant to the Token Issuer as follows:
TOKEN RECIPIENT TAKES NOTICE THAT, PURSUANT TO ART 12 OF THE LIECHTENSTEIN DISTANCE SELLING ACT (FAGG), TOKEN RECIPIENT, IF QUALIFYING AS A CONSUMER IN THE MEANING OF ART 1 OF THE LIECHTENSTEIN CONSUMER PROTECTION ACT (KSCHG), HAS THE RIGHT TO WITHDRAW FROM THIS AGREEMENT WITHIN 14 DAYS AFTER CONCLUSION WITHOUT GIVING REASONS.
THIS AGREEMENT IS DEEMED CONCLUDED AS SOON AS YOU HAVE COMPLETED THE SUBSCRIPTION PROCESS AND HAVE RECEIVED CONFIRMATION THAT SUBSCRIPTION WAS SUCCESSFUL FROM THE ISSUER.
THE RIGHT TO WITHDRAW PURSUANT TO THE FAGG DOES NOT APPLY FOR THE DELIVERY OF DIGITAL CONTENT NOT STORED ON A PHYSICAL MEDIUM (= TOKENS) IF THE ENTREPRENEUR - WITH THE EXPRESS CONSENT OF THE CONSUMER, WHO IS INFORMED THAT SUCH CONSENT LEADS TO THE LOSS OF THE RIGHT OF WITHDRAWAL - IMMEDIATELY DELIVERS THE TOKEN BEFORE EXPIRY OF THE WITHDRAWAL PERIOD.
TOKEN RECIPIENT HEREBY DECLARES HIS EXPRESS CONSENT THAT TOKEN ISSUER SHALL IMMEDIATELY PERFORM THIS AGREEMENT AND MUST NOT SUSPEND PERFORMANCE (i.e. DELIVERY OF COMPANY TOKEN) UNTIL THE END OF THE PERIOD WITHIN WHICH TOKEN RECIPIENT HAS THE RIGHT TO WITHDRAW FROM THE AGREEMENT.
TOKEN RECIPIENT IS AWARE THAT, WITH TICKING THESE BOXES, HE / SHE WAIVES THE RIGHT TO WITHDRAW FROM THIS AGREEMENT WITHIN 14 DAYS AFTER CONCLUSION OF THIS AGREEMENT.
Your acceptance of these Terms shall be deemed to be an agreement by you to assume, wholly and unconditionally, all risks (including direct, indirect or ancillary risks) associated with the TGE, the conduct of the TGE or the Company Token delivery process (ANNEX I).
To the maximum extent permitted by all applicable laws, regulations and rules and except as otherwise provided in these Terms, the Token Issuer hereby expressly disclaims its liability and shall in no case be liable to you or any person for:
13.1 To the maximum extent permitted by the applicable laws, regulations and rules:
13.2 To the maximum extent permitted by the applicable laws, regulations and rules, you shall indemnify, defend, and hold the Token Issuer and/or its subsidiaries, related companies, affiliates, directors, officers, employees, agents, successors, and permitted assignees (“Indemnified Persons”) harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable legal fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against any of the Indemnified Persons arising out of a breach of any warranty, representation, or obligation hereunder by You or caused by You.
Subject to these Terms, only you and no other person shall have the right to any claim against the Token Issuer in connection with Your subscription to purchase Company Token.
You shall not assign, trade or transfer, or attempt to assign, trade or transfer, your right to receipt of Company Token on the basis of Your subscription. Any such assignment or transfer shall not impose any obligation or liability of the Token Issuer to the assignee or transferee.
Any failure of the Token Issuer to enforce these Terms or to assert any right(s), claim(s) or causes of action against You under these Terms shall not be construed as a waiver of the right of the Token Issuer to assert any right(s), claim(s) or causes of action against You.
These Terms contain the entire agreement and the understanding between the Parties and supersede all prior agreements, understandings or arrangements (both oral and written) in relation to the TGE and your receipt of Company Token.
The Token Issuer reserves the right to amend and adapt these Terms (specifically but not limited to clauses dealing with subscription procedures and procedures of exchange of NNN Token into physical gold); any such amendments will be disclosed on the website of the Token Issuer at www.novemgold.com.
We inform you in accordance with Art 13 of the General Data Protection Regulation (Regulation 2016/679/EC, “GDPR”) that in the context of this Agreement, We process Your personal data for the purpose of KYC processes based on the Liechtenstein Due Diligence Act as well as the Liechtenstein Due Diligence Ordinance.
This includes the following data: Name, address, date of birth, citizenship, and other data necessary for the assessment and investigation of Your identity. This data will be stored by Us in accordance with the provisions of the Liechtenstein Due Diligence Act and the Due Diligence Ordinance and must not be processed for any other purposes.
The parties acknowledge that the Contributor has the right to request information about their personal data that are processed. This information includes the purposes of processing, the categories of personal data, the categories of recipients and the planned storage period.
The parties further acknowledge that the Contributor has a right to rectification, erasure, restriction of processing or objection and data transmission under the prerequisites of the corresponding provisions in the GDPR and in due consideration of the restrictions provided in the GDPR and the Liechtenstein Data Protection Act.
The parties acknowledge that if the Contributor is of the opinion that the processing of their personal data does not comply with applicable data protection regulations, they have the option to direct a complaint to the Liechtenstein data protection office.
You are responsible for determining any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding, and other taxes and/or duties assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your participation in the TGE, or otherwise in connection with any action, inaction, or omission by you or any affiliate of yours, or any of your or their respective employees, agents, contractors, or representatives, in connection with the TGE. The Token Issuer is not obliged to determine whether taxes or duties apply and is not responsible for calculating, collecting, reporting, or remitting any taxes or duties to any authority arising from any transaction.
This Agreement shall be governed by, in all respects, including as to validity, interpretation and effect, and construed in accordance with the laws of Liechtenstein, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.
The courts of the Principality of Liechtenstein shall have exclusive jurisdiction for all matters related to this Agreement.
If any portion of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of these Terms will remain in full force and effect and, upon our request, the court will construe any invalid or unenforceable portions in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Terms and the rest of the Terms remain in full force and effect.
These Terms & Conditions govern your purchase of Company Token, which is an investment in the form of tokens issued through smart contracts and blockchains. Every financial investment is subject to risks and its value is subject to operational and market-related fluctuations. This also applies to the Company Token offered by Novem Gold AG.
Investors are required to carefully read the Terms & Conditions including this Annex. The information provided in the Terms & Conditions and in particular the information in this Annex "Risks", should be observed and considered by any potential investor prior to subscription or purchase of Company Token.
The subscription to and holding of the Company Token involves various risks; those risks which the Token Issuer deems specific and which are material for an informed investment decision are described in more detail in this Annex. The Token Issuer does not guarantee that the risks presented in the following are comprehensive and complete and that no further or other risks may occur. It is expressly pointed out that further individual risks may arise in individual cases. In addition, risks may occur not only individually but also cumulatively.
To read and understand the risk factors below must not be considered sufficient information in the sense that no professional advice on the Company Token is necessary for an individual investor. An investment decision should not be based solely on the basis of the below risk factors, as the information contained herein cannot replace advice and clarification tailored to the needs, objectives, experience and/or knowledge and circumstances of an individual investor. It is recommended that, if necessary, assessments be obtained from professionally qualified advisors.
Furthermore, it is recommended that investors have in-depth knowledge and experience of the functions of blockchains, smart contracts and cryptographic tokens in general prior to subscribing or acquiring Company Token or acquire such knowledge and experience prior to investing.
The occurrence of one or more of the below stated risks may have a material adverse effect on the net assets, financial position and/or results of operations and on the business operations of the Token Issuer in general, which in turn may have a direct effect on the value of the Company Token.
Risk of loss of key personnel
There is a risk that specialist knowledge will no longer be available if key personnel ceases to work for the Token Issuer. Comprehensive development, implementation and ongoing further development of the business operations of the Token Issuer may, as a consequence, be delayed or no longer be possible.
Risk of changes in regulatory requirements
It has to be expected that block chain and related services, specifically financial services, will become substantially more regulated in the future. This may make it necessary for Novem Gold AG to adapt its business model accordingly. As a consequence, it can not be excluded that Novem Gold AG may no longer be in a position to provide certain services or to provide them in the manner described in the Terms & Conditions. Also, additional costs may arise due to the necessity to adapt the Token Issuer’s business model and operations.
It can not be excluded that the Token Issuer may need regulatory licenses for the implementation or further operation of its business model. This may delay or jeopardise the implementation of the business model of the Token Issuer, may require extensive adjustments or may even make it impossible for the Token Issuer to further pursue its business model.
In order to fully implement the Token Issuer's business model, the Issuer is depending on stable partnerships and cooperation with precious metal refiners that produce LBMA-certified 999.9 grade gold. There is a risk that the Token Issuer may not be able to establish or maintain such partnerships and business relations or may lose other relevant business partners. This may result in the Token Issuer being unable to issue any or further NNN tokens, which may result in the liquidation of the Company.
Subscription and holding of the Company Token may come with, inter alia, the following risks for individual investors.
General risk in relation to the Company Token
Each potential investor in the Company Token must decide for himself whether the investment in the Company Token is suitable for him.
Each investor should in particular:
The investor bears the risk that an investment in the Company Token may not be appropriate for him.
Trading and liquidity risk
The Company Token are not admitted to trading on a regulated or unregulated market but can be transferred on a bilateral basis (OTC).
There is no guarantee that a secondary market for such bilateral trades of Company Token will develop and will be and remain liquid. An Investor may therefore not be able to sell Company Token or not within a certain time frame, at a reasonable price or at a price that is at least equal to the capital invested.
The Issuer will endeavour to obtain admission of the Company Token to trading on (one or more) crypto exchanges as soon as such exchanges are established and willing to accept Company Token for trading.
Smart contract systems, decentralized cloud and distributed ledger concepts generally used by the Token Issuer as well as the related software, technology and technical concepts and theories (including blockchain, cryptography, etc.) are in an ongoing development process and are therefore subject to significant operational and technological risks. There is no guarantee that the processes for acquiring, selling, receiving, using and holding the tokens and for receiving payments, e.g. in case of the sale of Company Token, will function without interruption or error. There is a risk that software and other technologies and may have weaknesses, vulnerabilities, bugs or other errors. In the worst case, this can lead to the irretrievable loss of Company Token.
The Token Issuer assumes no liability and makes no warranties or representations with respect to the functionality of Smart Contracts programmed, used or applied in context with the TGE in the widest sense.
Risk of loss of access data
Company Token are assigned to the NEO addresses or any other address that supports NEO Token of the investors upon issue of the Token.
It is the sole responsibility of each investor to safely store his / her access data to his / her wallets including the wallet(s) where the Company Token are stored. If access data is lost or stolen, the investor irretrievably loses all access to the tokens and assets deposited at the address in question. The Token Issuer can neither restore, "reset" or reissue access codes or “reset” Company Token or issue new ones.
If and how the procedures for cancellation of securities (“Kraftloserklärungsverfahren”) can be applied to Company Token is currently unclear. Costs related to the clarification of legal questions with regard thereto as well as costs of any such procedures - including costs related to a re-issue of new Tokens in exchange for cancelled Tokens (if possible at all) will have to be borne by the Tokenholder.
The legal classification of crypto currencies and tokens as well as their admissibility and the admissibility, effectiveness and enforceability of contracts concluded in this context can vary from jurisdiction to jurisdiction. It cannot be ruled out that in individual countries, including the country of residence of an investor, transactions in connection with tokens are prohibited or will be prohibited in the future or that corresponding contracts and legal transactions are not legally enforceable.
The Company Token as well as blockchain technologies and business models in general are of innovative nature. It cannot be ruled out that legal provisions, in particular provisions on the regulation of financial services, may be applied to the Company Token or the Token Issuers business operations in individual jurisdictions or that new regulatory developments may generally apply to the transactions in question. This may lead to conflicts and problems in connection with automated processes based on smart contracts or with smart contract systems in general and
decentralized "cloud" and distributed ledger concepts. As a consequence, it may become necessary, among other things, for the Token Issuer's business activities to be substantially adapted or even discontinued.
Risk of theft or loss
Smart contract systems and other technological components for or in connection with the issuance of tokens may be subject to hacking attacks which may result in the theft or loss of tokens already assigned to investors.
Risk of incomplete return of the invested amounts
Novem Gold AG has the obligation to hand over physical gold to NNN Tokenholders if NNN Tokenholders make use of their right to demand delivery of a quantity of gold corresponding to the number of NNN token held by an investor.
Investors bear the risk that the value of the gold at the time of delivery will be less than the price of the NNN Token the investor paid at the time of purchase. Investors may therefore receive less value than they invested.
Physical Delivery of gold
The minimum quantity of gold to be requested for exchange and physical delivery is 10 gram or a multiple thereof. If a Tokenholder wishes to exchange NNN Token into physical gold, at least Token representing 10 gram gold (or a multiple thereof), i.e. 1000 Token or a multiple thereof, have to be sent to and received into a wallet of the Issuer. Fractions of 1000 NNN Token which can not be exchanged will be returned to the investors wallet (after deductions of the transfer fee).
Example: If an investor sends 1050,50 NNN Token with the request to exchange for physical gold to the Issuer’s wallet, the investor will receive gold corresponding to 1000 NNN token, i.e. 10 gram, and the remaining 50,50 NNN Token will, after deduction of the transfer fee, be returned to the investors wallet.
Personal collection of physical gold
If a NNN Tokenholder wishes to exchange NNN Token corresponding to 10 – 499 gram gold, the Tokenholder may choose to either personally pick-up the gold or to have it delivered to an address to be notified to the Token Issuer. If a NNN Tokenholder wishes to exchange 500g gold or more, delivery is mandatory.
As per the date of this agreement, personal collection is only possible after coordination with the Token Issuer (firstname.lastname@example.org) either at the premises of the high security vault in Liechtenstein (OZL Offenes Zolllager in Liechtenstein AG, Schliessa 16, 9495 Triesen) where the Token Issuer stores the Tokenholders gold or at the premises of a cooperation partner of the Token Issuer in Wels, Austria (Novem Edelmetalle GmbH, Europastrasse 69, 4600 Wels). As soon as the Token Issuer has established a branch network, pick-up will be made possible (after prior coordination) in those branches or some of them as well.
Transport risk, transport costs
If an NNN Tokenholder decides to exercise his right to demand the delivery of physical gold or if delivery is mandatory, the gold will be delivered to a location of the Tokenholders choice at his own expense and risk.
In case of delivery, the Issuer charges a “handling fee” of EUR 20.- per delivery.
The Issuer assumes no liability for the transport of the physical gold. Any and all risks (such as loss, theft etc.) transfer to the Tokenholder as soon as the gold leaves the high-security warehouse and is handed over to Loomis.
A Tokenholder is obliged to inform himself whether the import of physical gold into the country of his residence or country of choice is subject to restrictions. Tokenholders therefore bear the risk that the gold cannot be delivered or that only a part of the gold can be delivered to the location requested by the Tokenholder.
Risk of theft or loss
Each NNN Token represents ownership in a certain quantity of physical gold, which is held and managed by the Token Issuer in a Collective Gold Deposit for and on behalf of the NNN Tokenholders. The Collective Gold Deposit is stored at a high security facility so that losses due to theft, fire, natural disasters etc. are not likely but can not totally be excluded. Risks of theft of loss are to be borne by the NNN Tokenholders directly in their capacity as owners of the gold.
There are further risks of theft or loss during delivery or transport of the gold from the high security facility to the address stated by the NNN Tokenholder for delivery of the physical gold. Costs and risks of such transport and delivery are equally to be borne by NNN Tokenholders.
Dr. Grass-Strasse 12
Principality of Liechtenstein
Co-Ownership Community of NNN Tokenholders
Therefore, irrelevant of potential changes in the individual NNN Tokenholders, NNN Tokenholders at all times form a Co-Ownership Community of NNN Tokenholders with rights and obligations as set forth in this Maintenance & Storage Agreement and in the Prospectus.
II. NNN Token and Co-Ownership
Novem Gold AG is authorized, instructed and entitled to enter into a storage or custody agreement with appropriate counterparties providing facilities for secure storage of the Tokenholders gold.
In such request, Tokenholder will state the number of NNN Token he / she wishes to “cash”, choose preferred method of delivery and will state the preferred date of receipt of the NNN Token.
Requests have to be received by the Issuer at least 5 days in advance, i.e. at least five days before “pick-up” by the Tokenholder or expected shipment by the Issuer.
Method of Delivery:
If a Tokenholder wishes to exchange NNN Token for 10 gram gold or more, the Tokenholder can choose to have the gold delivered to an address provided by the Tokenholder.
If the Tokenholder wishes to exchange NNN Token for 500 gram gold or more, delivery is mandatory.
Costs (including insurance costs) and risks of shipment as well as any related charges, customs duties and taxes, if any, are to be borne by the Tokenholder. In addition, the Issuer charges a handling fee of EUR 20.00 per delivery.
Exchange and Token Burn
The rights and obligations stated in this Agreement are inseparably linked to the ownership of a Token and are equally transferred from one Tokenholder to another together with a Token. The terms of this Agreement are therefore binding on all Tokenholders subscribing to NNN Token or acquiring NNN Token in the secondary market.
Third Party Applications