Terms of Use

These Terms of Use ("Terms") are a binding agreement between you and COIN Marketplace Limited, a company registered in New Zealand and trading as COIN (Client-to-Operator Income Network) ("COIN", "we", "us", "our"). They govern your access to and use of the COIN website, applications and services (together, the "Platform").

COIN operates an online marketplace that connects people and businesses who need work done ("Clients") with independent service providers who carry out that work ("Operators"). Clients and Operators are together referred to as "Users".

COIN is a marketplace and a holder of funds in escrow. We are not the supplier of the services that Operators provide, we do not employ Operators, and we are not a party to the contract for services formed between a Client and an Operator.

By creating an account, ticking the acceptance box, or otherwise accessing or using the Platform, you confirm that you have read, understood and agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Platform. Acceptance of these Terms forms a contract in electronic form under the Contract and Commercial Law Act 2017.

To use the Platform you must:

• be at least 18 years old and able to enter into a legally binding contract;
• if acting for a business or other entity, be authorised to bind that entity, which will also be bound by these Terms;
• provide accurate, current and complete information and keep it up to date; and
• be ordinarily resident in, or carrying on business in, New Zealand unless we agree otherwise in writing.

You are responsible for keeping your login credentials secure and for all activity that occurs under your account. You must notify us promptly at admin@coinapp.co.nz if you suspect any unauthorised use of your account.

We may verify your identity at sign-up or at any later time. Operators, and any User who deals in funds through the Platform, may be required to complete additional identity and background checks before transacting.

The contract for the supply of services is formed directly between the Client and the Operator when a Client accepts an Operator's bid. COIN facilitates that contract, provides the tools to manage it (including milestones and messaging), and holds the agreed funds in escrow, but COIN is not the contracting supplier.

We do not guarantee the quality, safety, legality or timeliness of any work, the truth or accuracy of any listing or bid, or the ability of any User to complete a transaction. Ratings, reviews and verification badges are indicators only and are not a warranty by COIN.

Where COIN supplies its own services to you (for example, the marketplace, escrow and dispute-resolution services), we will do so with reasonable care and skill consistent with the Consumer Guarantees Act 1993, to the extent that Act applies.

COIN holds Client funds in escrow to give both parties confidence. When a Client accepts a bid, the Client pays the full job amount, including COIN's service fee, into escrow up front. We hold those funds and release them to the Operator as each milestone of the work is approved.

Funds held in escrow:

• are held by COIN on trust for the relevant transaction and are not COIN's money;
• are kept separate from COIN's own operating funds;
• do not earn interest for Users — any interest or returns earned while funds are held are retained by COIN (see below); and
• are released, refunded or split strictly in accordance with these Terms, the milestone approvals, and any dispute outcome.

Interest on escrow funds. While funds are held in escrow, they may be deposited in interest-bearing or other accounts. You agree that COIN is entitled to keep, for its own account, any interest, yield, rebates or other financial benefit earned on funds while they are held in escrow. This helps fund the operation, security and dispute-resolution costs of the Platform. The principal amount you funded is never reduced by this: Clients and Operators are always entitled only to the principal escrow amounts due to them under these Terms, and no User has any claim to interest or earnings on escrow funds.

A milestone amount is released to the Operator when the Client approves that milestone, or is treated as approved under the auto-approval period stated on the Platform if the Client does not respond. The Client should only approve work they are satisfied with.

Payments are processed by third-party payment providers (for example, Stripe). By transacting, you also agree to the applicable payment provider's terms. We are not responsible for the acts or omissions of payment providers, but we will pass on refunds and releases as required by these Terms.

Our financial services are designed to comply with New Zealand law, including the Financial Markets Conduct Act 2013 and the Financial Service Providers (Registration and Dispute Resolution) Act 2008. Where required, COIN is, or will become, a registered financial service provider and a member of an approved dispute resolution scheme, details of which are available on the Platform.

COIN charges a service fee to Clients and a commission to Operators, and may charge an optional membership fee (for example, COIN Pro). The applicable rates are shown clearly before you commit to a transaction or subscription. We may change our fees on reasonable notice; changes do not affect transactions already funded.

All fees are stated in New Zealand dollars. Unless stated otherwise, fees are inclusive of Goods and Services Tax (GST) where GST applies under the Goods and Services Tax Act 1985. Where COIN is required to collect and account for GST on a marketplace supply, we will do so.

You are responsible for your own tax obligations arising from your use of the Platform, including income tax and any GST on the services you supply or receive. Operators acknowledge they are independent contractors responsible for their own taxes and, where applicable, GST registration.

Subscriptions such as COIN Pro renew automatically each billing period until cancelled. You can cancel at any time before the next renewal; cancellation takes effect at the end of the current paid period and fees already paid are non-refundable except where the law requires otherwise.

As a Client you agree to:

• describe the work you need accurately and lawfully, and not post tasks that are illegal, unsafe or that breach a third party's rights;
• fund escrow promptly so the Operator can begin work;
• review and approve (or raise a dispute about) completed milestones within a reasonable time;
• treat Operators fairly and provide a safe environment where work is performed at your premises, consistent with the Health and Safety at Work Act 2015; and
• not attempt to take a transaction off-platform to avoid fees or escrow protections.

As an Operator you agree to:

• provide services with reasonable care and skill, fit for purpose and within a reasonable time, consistent with the Consumer Guarantees Act 1993;
• hold and maintain all licences, registrations, certifications and insurance required by law for the work you offer (for example, electrical or plumbing licensing);
• comply with all health and safety obligations, including the Health and Safety at Work Act 2015, and carry out work safely;
• only bid on work you are competent, qualified and available to complete;
• deliver milestones as agreed and communicate honestly about progress; and
• accurately represent your identity, skills, experience and verification status.

You are an independent contractor. Nothing in these Terms creates an employment, partnership, agency or joint-venture relationship between you and COIN.

You must not, and must not allow anyone else to:

• use the Platform for any unlawful, fraudulent, misleading or deceptive purpose, including conduct that breaches the Fair Trading Act 1986;
• post false, misleading or defamatory content, fake reviews, or impersonate any person;
• use the Platform to launder money, finance terrorism, or evade sanctions or tax;
• circumvent escrow, fees, or security or verification measures;
• harvest data, introduce malware, or interfere with the operation or security of the Platform; or
• send unsolicited commercial electronic messages in breach of the Unsolicited Electronic Messages Act 2007.

We may investigate suspected breaches and cooperate with law enforcement and regulators where appropriate.

Because COIN holds and transfers funds, we have obligations under the Anti-Money Laundering and Countering Financing of Terrorism Act 2009 ("AML/CFT Act"). To meet them we may:

• require you to verify your identity and, for businesses, your beneficial owners and controllers;
• request information about the source and purpose of funds;
• monitor, delay, decline or report transactions; and
• freeze funds or suspend accounts where we reasonably suspect unlawful activity or are required to do so by law.

You agree to provide the information we reasonably request for these purposes. We may be unable to tell you when a report has been made to the relevant authorities.

If a Client and Operator disagree about a milestone or transaction, either can raise a dispute through the Platform. While a dispute is open, the affected escrow funds are paused and will not be released or refunded until the dispute is resolved.

COIN provides a good-faith dispute-resolution process and may review the work, communications and evidence submitted, then decide to release funds to the Operator, refund the Client, split the funds, or dismiss the dispute. You agree that our decision about the release of escrow funds is administratively final for the purpose of moving the held funds.

Our administrative decision does not extinguish your legal rights. Users remain free to pursue remedies between themselves, including through the Disputes Tribunal (for claims within its jurisdiction) or the courts of New Zealand.

If you have a complaint about COIN's own financial services, you may use our internal complaints process and, if unresolved, our approved dispute-resolution scheme. Contact details are on the Platform.

Nothing in these Terms limits or excludes your rights under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other law that cannot lawfully be excluded. Where you acquire COIN's services for the purposes of a business, you agree that the Consumer Guarantees Act 1993 does not apply to the extent it can be contracted out of under that Act, and that this is fair and reasonable.

To the maximum extent permitted by law, COIN is not liable for: the conduct, work or content of any User; loss arising from a transaction between Users; or indirect, consequential, or loss-of-profit damages. Where COIN is liable and liability can be limited by law, our total liability to you is limited to the greater of the fees you paid us in the 12 months before the event giving rise to the claim, or NZ$200.

The Platform is provided on an "as is" and "as available" basis. We do not warrant that it will be uninterrupted or error-free, though we work hard to keep it secure and available.

We collect, use, store and disclose your personal information in accordance with the Privacy Act 2020 and our Privacy Policy. This includes information needed to operate the marketplace, process payments, verify identity, meet AML/CFT obligations, and keep the Platform safe.

You have the right to access and request correction of your personal information. To do so, or to ask a privacy question, contact us at admin@coinapp.co.nz.

COIN and its licensors own all intellectual property in the Platform. We grant you a limited, non-exclusive, non-transferable licence to use the Platform in accordance with these Terms.

You retain ownership of content you submit (such as listings, messages and photos), but you grant COIN a worldwide, royalty-free licence to host, use and display that content for the purpose of operating and promoting the Platform. You are responsible for ensuring you have the rights to the content you submit.

You may close your account at any time. We may suspend or terminate your access, remove content, or withhold or reverse a payment if we reasonably believe you have breached these Terms or the law, or to protect Users, COIN, or third parties.

On termination, we will deal with any escrow funds in accordance with these Terms and applicable law, completing or refunding open transactions as appropriate. Clauses that by their nature should survive termination (including fees owed, liability, and dispute provisions) will continue to apply.

We may update these Terms from time to time. If we make material changes, we will give you reasonable notice and may ask you to accept the updated Terms before continuing to use the Platform. The version and effective date are shown at the top of these Terms.

Continuing to use the Platform after updated Terms take effect means you accept them. If you do not accept the updated Terms, you must stop using the Platform.

These Terms, and any dispute relating to them or to your use of the Platform, are governed by the laws of New Zealand, and you submit to the non-exclusive jurisdiction of the New Zealand courts.

If any provision of these Terms is found to be unenforceable, the rest remains in force. Our failure to enforce a provision is not a waiver of it. You may not transfer your rights under these Terms without our consent; we may transfer ours as part of a sale or reorganisation of our business.

Questions about these Terms can be sent to admin@coinapp.co.nz.