IMPORTANT NOTICE
This document forms part of the proposed IDSX market framework and has been prepared for consultation, regulatory engagement and market design purposes.
IDSX is currently a proposed financial product market and has not commenced operation as a licensed financial product market. Nothing here represents that IDSX, its proposed structure, rules, systems or arrangements have been approved, authorised or endorsed by the Financial Markets Authority or another regulator.
These Terms describe proposed terms for access to IDSX websites, platforms and related digital services if and when regulatory approvals have been obtained and the services are made available. They may change following regulatory consultation, legal review, technical development and licensing.
1. PURPOSE AND APPLICATION
These Website & Platform Terms of Use (Terms) establish the proposed terms for access to websites, portals, applications, interfaces and other digital services operated by or for the International Digital Securities Exchange (IDSX). They are intended to apply to visitors, investors, Issuers, Brokers, Sponsors, Underwriters, Market Makers, Custodians, Settlement Providers, applicants and other users. Particular services may have additional agreements, rules, policies or notices.
2. RELATIONSHIP WITH IDSX MARKET RULES
These Terms govern access to and use of IDSX digital services and do not replace the IDSX Market Rules. Issuers and Market Participants may also be subject to Market Rules, participation or admission agreements, technical standards, operating procedures and applicable law. For market activity, a specific Market Rule is intended to prevail over an inconsistent term, subject to applicable law.
3. PROPOSED MARKET STATUS
IDSX is being developed as a proposed financial product market. References to services, functions, infrastructure, Digital Securities, Market Participants or proposed functionality describe the intended framework and do not mean the services are available or authorised. Implementation is subject to regulatory engagement, licensing, legal review and technical development.
4. WEBSITE ACCESS DOES NOT CONSTITUTE MARKET ACCESS
Website access alone would not create a trading account or Broker-client relationship, make a person a Market Participant, authorise trading, approve an investor or wallet, admit an Issuer or security, provide restricted infrastructure access, or create a right to participate. Regulated or restricted functions would require applicable eligibility, onboarding and regulatory checks.
5. INVESTOR ACCESS MODEL
Under the proposed structure, investors would ordinarily access trading through approved Brokers or other authorised intermediaries, not unrestricted direct access to IDSX trading infrastructure. Brokers would be expected to perform relevant onboarding and compliance checks, including identity verification, KYC, AML/CFT and sanctions screening, investor eligibility and jurisdictional checks. Website access does not replace these requirements.
6. ELIGIBILITY
Users would need legal capacity, lawful purposes, compliance with jurisdictional restrictions, accurate information where required, applicable eligibility and compliance with these Terms and IDSX Rules. IDSX may restrict services where reasonably necessary for legal, regulatory, operational, security or market-integrity reasons.
7. JURISDICTIONAL RESTRICTIONS
IDSX and securities admitted to it may not be legally available in every jurisdiction. Publishing security information is not an offer, invitation or solicitation where unlawful. Users remain responsible for local legal requirements. IDSX may apply restrictions where required or reasonably appropriate.
8. USER ACCOUNTS
Some services may require an account. Users would provide accurate and complete information, keep material information current, protect authentication credentials, follow security procedures and promptly report suspected unauthorised access. Additional verification may apply.
9. IDENTITY AND BUSINESS VERIFICATION
IDSX or an authorised participant may require KYC, KYB, beneficial ownership verification, sanctions and AML/CFT checks, regulatory status, investor and jurisdictional eligibility, or wallet verification before service access. Access may be restricted until checks are complete.
10. WALLET CONNECTIONS
Connecting a blockchain wallet would not make it eligible to receive, hold or transfer Digital Securities. Wallets may require identity and ownership verification, investor eligibility, whitelisting, sanctions and jurisdictional checks, transfer restrictions and other controls under proposed Wallet & On-Chain Transfer Rules. Users must not circumvent wallet controls.
11. PRIVATE KEYS
Users remain responsible for private keys and credentials under their control. Unless IDSX expressly offers an approved custody or key-management service, users should not disclose private keys to IDSX through ordinary website communications. Do not provide keys, seed phrases, passwords or authentication credentials in response to unsolicited communications.
12. PERMITTED USE
Services may be used only lawfully and legitimately, including to obtain public market or Issuer information, review IDSX Rules, submit applications, perform authorised participant functions, access approved infrastructure, obtain securities information or perform other functions IDSX expressly supports.
13. PROHIBITED USE
Users must not use services unlawfully; attempt unauthorised access; interfere with systems; introduce malicious code; bypass security, KYC, AML/CFT, sanctions or eligibility controls; impersonate others; provide materially false information; manipulate systems or market information; improperly scrape protected data; reverse engineer restricted technology except as law permits; disrupt other users; misuse APIs; conduct denial-of-service activity; or breach IDSX Rules.
14. MARKET CONDUCT
System access does not permit conduct prohibited by IDSX Rules or law. Users must not engage in or facilitate manipulation, wash or coordinated trading creating a false market, spoofing or layering, misleading orders, materially false market information, misuse of inside information or other prohibited conduct. IDSX may monitor for surveillance and compliance.
15. GENERAL INFORMATION
Public website information is generally for information only and, unless stated otherwise, is not investment, financial, legal, tax or accounting advice, a personal recommendation or a guarantee of investment performance.
16. NO OFFER OR SOLICITATION
General website information is not an offer, invitation or solicitation to acquire, dispose of or subscribe for a financial product unless expressly identified and made in accordance with law. Securities offerings remain subject to disclosure, distribution and jurisdictional requirements.
17. NO IDSX INVESTMENT RECOMMENDATION
Admission to the proposed market would not recommend or endorse an Issuer or security, indicate suitability, guarantee financial condition, liquidity, future value or returns. It would mean only that applicable admission requirements were met at that time.
18. ISSUER INFORMATION
Issuer information may come from Issuers, Sponsors, advisers or other authorised sources. Issuers remain responsible for required disclosures. IDSX may review, publish or supervise disclosures, but this does not guarantee the accuracy of statements, estimates, forecasts or representations.
19. MARKET DATA
IDSX may provide prices, quotations, volumes, transaction and reference information, historical data, statistics and other market data. Data may be real-time, delayed, indicative or qualified. IDSX may correct identified errors.
20. MARKET DATA RIGHTS
Access does not grant commercial redistribution, resale, sublicensing, competing data services, systematic extraction of protected data or use in another commercial product. Separate licences may be required.
21. INFORMATION ACCURACY
IDSX seeks reliable information, but it may be delayed, erroneous, corrected, interrupted or limited by third-party data or operations. If general website information conflicts with an official IDSX Rule, market announcement or legally recognised record, the official document or record prevails according to its legal status.
22. DIGITAL SECURITIES
Some proposed securities may use distributed ledger technology and remain subject to laws governing the underlying financial product. They may be subject to eligibility, wallet, transfer, securities, corporate, ownership, trading and settlement controls and other IDSX Rules. They are not simply unrestricted crypto-assets.
23. BLOCKCHAIN RECORDS
Services may display wallet addresses, transaction identifiers and status, token or Digital Security information and other ledger data. Interpret blockchain records within the legal structure; they do not necessarily determine legal ownership where another register or record is determinative under law.
24. SMART CONTRACTS
Proposed infrastructure may use smart contracts for transfer restrictions, wallet eligibility, settlement, corporate actions, securities administration and other functions. Software defects, cyber vulnerabilities, network events and unexpected behaviour may occur. Risks would be addressed through proposed risk disclosures and technical controls.
25. THIRD-PARTY SERVICES
IDSX may rely on or interact with Brokers, Custodians, Settlement Providers, identity and AML/CFT providers, blockchains, wallet, cloud, infrastructure, market-data and technology providers. Separate terms may govern them. IDSX does not automatically assume responsibility for independent third-party activities because they interact with IDSX infrastructure.
26. THIRD-PARTY LINKS
Links to independent third-party websites or services may be provided for convenience or information. Unless stated, a link does not endorse the third party, its services, products or content.
27. RISK DISCLOSURE
Securities investing involves risk. Prospective investors should review applicable IDSX and security-specific disclosures. Risks may include capital loss, market price, liquidity, Issuer, SME and growth-company, dilution, cross-border, currency, Digital Securities, blockchain, wallet, cyber, settlement, suspension and delisting risks. Blockchain does not remove economic or legal investment risks.
28. INTELLECTUAL PROPERTY
IDSX or licensors retain applicable rights in websites, systems and materials, including software, interfaces, databases, documentation, designs, text, graphics, trademarks, logos and proprietary market information. Access does not transfer ownership to users.
29. LIMITED RIGHT OF USE
Subject to these Terms, users would receive a limited, non-exclusive, non-transferable and revocable right to access relevant services for authorised purposes. This does not permit substantial reproduction, commercial redistribution, sublicensing, unauthorised derivative products, unapproved trademark use or interference with IDSX intellectual property.
30. USER-SUBMITTED INFORMATION
Users are responsible for having authority to submit information and must not knowingly submit materially false or misleading or unlawful content, malicious software, rights-infringing information or information they may not legally disclose. Subject to law, IDSX may use submissions for legitimate operational, regulatory, compliance, supervision and related purposes.
31. PRIVACY
Personal Information would be handled under the proposed IDSX Privacy Policy and applicable law. Depending on the service, processing may support accounts, identity verification, KYC/KYB, AML/CFT, sanctions, surveillance, wallet eligibility, security, compliance and service operation.
32. CYBERSECURITY
IDSX proposes security measures appropriate to its systems and functions, but no electronic system, website, blockchain or communications infrastructure eliminates all cyber risk. Users remain responsible for their devices, networks, passwords, credentials, wallets and private keys.
33. SERVICE AVAILABILITY
IDSX seeks availability and resilience, but services may be interrupted by maintenance, failures, cyber incidents, blockchain or telecommunications disruption, third-party failures, regulatory intervention or events beyond reasonable control. Market-critical interruptions would be managed under applicable operational and continuity arrangements.
34. CHANGES TO SERVICES
IDSX may modify, replace, suspend or discontinue functions for security, operational, technology, regulatory, legal, market-development or risk-management reasons. Changes to regulated functions would follow applicable legal, regulatory and governance requirements.
35. ACCESS RESTRICTIONS
IDSX may restrict, suspend or terminate access for security, suspected unauthorised access or fraud, sanctions or AML/CFT concerns, legal or regulatory requirements, breach of Terms or Rules, system integrity, investor protection or market integrity. This is not necessarily disciplinary action under Market Rules.
36. USER RESPONSIBILITIES
Users are responsible for understanding services, providing accurate information, protecting credentials, wallets and keys under their control, complying with law, jurisdictional restrictions and IDSX Rules, and obtaining independent professional advice where appropriate.
37. NO GUARANTEE OF INVESTMENT OUTCOMES
IDSX does not guarantee security value or Issuer performance, buyers or sellers, minimum liquidity, dividends or distributions, execution at a particular price, ability to sell at a particular time, continued admission or recovery of invested amounts. Prices may fall and investors may lose some or all capital. Website or market displays are not performance guarantees.
38. LIMITATION OF LIABILITY
Subject to law, the proposed framework may limit liability for losses arising solely from user investment decisions, ordinary market movements, independent third-party acts or failures, Issuer or third-party information for which IDSX is not legally responsible, blockchain or infrastructure events beyond reasonable control, user failure to protect credentials or keys, or force majeure. Any limit applies only as law permits; liability that cannot lawfully be excluded is not excluded.
39. NO EXCLUSION OF MANDATORY RIGHTS
These Terms do not exclude, restrict or modify statutory rights, remedies, obligations, guarantees or liabilities that cannot lawfully be changed. Mandatory investor, consumer and other protections continue to apply. Inconsistent provisions apply only to the extent permitted by law.
40. USER RESPONSIBILITY FOR LOSSES
To the extent permitted by law, users may be responsible for losses reasonably resulting from unlawful use, fraud, intentional system misuse, material breach, unauthorised interference or infringement of third-party rights. Users are not responsible for losses caused by another person where law does not permit imposing that responsibility.
41. COMPLAINTS AND DISPUTES
Complaints would be handled under proposed IDSX Complaints & Dispute Resolution Rules and law. Complaints about a Broker, Custodian, Settlement Provider or other participant's independent service should ordinarily go to that provider first. IDSX may consider matters involving possible Rule breaches, market integrity, Client Assets, systemic conduct, serious misconduct or its proposed supervisory functions. External complaint, regulatory and judicial processes remain available as law permits.
42. REGULATORY AND LEGAL COOPERATION
Under the proposed framework, IDSX may collect, preserve, use or disclose information as reasonably necessary to comply with law or lawful regulatory requirements, conduct surveillance or investigations, protect investors or Client Assets, maintain integrity, enforce Rules, respond to court or tribunal processes, or cooperate with competent authorities. Personal Information remains subject to privacy, confidentiality and legal requirements.
43. SUSPENSION AND TERMINATION OF ACCESS
Where permitted, IDSX may suspend, restrict or terminate service access for breach, security or fraud concerns, unauthorised access, law or regulatory requirements, sanctions or AML/CFT, system misuse, market integrity or service termination. This does not extinguish prior obligations or liabilities and does not automatically affect legal ownership of securities or assets.
44. RECORDS AND ELECTRONIC COMMUNICATIONS
IDSX may keep electronic access and service records, including account activity, logins, applications, instructions, communications, system logs, wallet and transaction information, security events and other operational, compliance, regulatory or evidential records. Records may be evidence as law permits. Notices and confirmations may be electronic where permitted.
45. CHANGES TO THESE TERMS
Terms may change as the framework develops due to consultation, licensing, legal review, law, Market Rules, market structure, technology, Digital Securities, custody, settlement or operational requirements. After authorised services commence, amendments would follow legal, regulatory and contractual requirements. The current version would be published on the relevant IDSX service.
46. SEVERABILITY
If a term is invalid, unlawful or unenforceable, it would, as law permits, be interpreted or limited to best achieve its purpose; otherwise it may be severed. Remaining terms continue to the extent effective.
47. GOVERNING LAW AND JURISDICTION
Final governing law and jurisdiction will be determined in IDSX's final legal and regulatory structure. The proposal is based on a New Zealand market operator and New Zealand law as a principal framework, while users and participants may also be subject to mandatory foreign law. Nothing excludes a court, tribunal, dispute body or regulator's jurisdiction where it cannot lawfully be excluded. Final Terms will specify governing law, jurisdiction and dispute arrangements after review.
48. FINAL PROVISIONS
These Terms form part of the proposed framework and should be read with the Privacy Policy, Risk Disclosure Rules, Complaints & Dispute Resolution Rules, Client Assets & Recordkeeping Rules, Wallet & On-Chain Transfer Rules, KYC & AML Rules, Market Rules, participant-specific rules and service terms. They do not represent that IDSX has begun operating a licensed market or that proposed services, rules, technology or arrangements are approved. The framework remains subject to regulatory engagement, legal review, technical development and licensing. Final Terms take effect only when relevant services are implemented and authorised.