Gilded Terms of Service

BY EXECUTING THESE GILDED TERMS OF SERVICE, YOU AGREE TO BE BOUND BY

(1) THESE TERMS OF SERVICE, (2) AN E-SIGN CONSENT AGREEMENT, (3) THE GILDED PRIVACY POLICY (AVAILABLE AT STORE.GILDEDCO.COM/PAGES/PRIVACY-POLICY) AND (4) THE GILDED TERMS OF USE (AVAILABLE AT STORE.GILDEDCO.COM/PAGES/TERMS-OF-USE).

 PLEASE READ THESE (1) TERMS OF SERVICE AND (2) YOUR ENTITY-SPECIFIC ADDENDUM A CAREFULLY. YOU MAY BE SUBJECT TO A CLASS ACTION WAIVER AND AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION ON AN INDIVIDUAL BASIS.

PLEASE NOTE THERE ARE RISKS TO BUYING AND SELLING GOLD. PLEASE SEE SECTION 21 BELOW FOR MORE DETAILS.

Contents

1........ Information About Us

2........ Deemed Acceptance and Prevailing Versions

3........ Registration and Validation

1. Identifying yourself
2. Bank Account Transfer and Credit Card Information

4........ Security & Privacy

1. Your Account and Password
2. Contact Means

5........ Buying and Selling Gold

1. Purchase and Sale Process
2. Cash Balance and Funds Account
3. Return of Unused or Unallocated Funds
4. Account Suspension and Closure
5. Confidentiality and Money Laundering

6........ Care of your Gold

1. Form and Warranted Gold Content
2. Vault Operators
3. Unique Sub-Account Numbers
4. The Status of Your Gold
5. Gilded Storage Agreement(s) with the Vault Operator(s)
6. Insurance
7. Ownership Records
8. Gold Withdrawal and Delivery
9. Your Rights in the Event Gilded Ceases Operations

7........ How We Process Your Orders

1. Gilded Gold Price
2. Gold Ownership
3. All Orders

8........ Termination

9........ In The Event Of Your Death Or Incapacity

10...... Content and Information; Changes to the Gilded Platform

11...... Fees

12...... System Availability and Downtime

13...... Office Locations

14...... Correction of Errors

15...... Our Exclusions and Limitations of Liability

16...... Investment and Tax Advice

17...... Force Majeure – Events Outside Our Control

18...... Language

19...... Choice of Law and Class Action Waiver

20...... Other Important Terms

21...... Risk Warning Notice

A.... Risks Which Are Not Gilded’s Responsibility

 

1.Information About Us

You are contracting with Gilded DMCC. Gilded DMCC is registered in the DMCC (registration number: DMCC192423, license number: DMCC-835275 and subsequently falls under the supervision of the Ministry of Economy for AML/CTF and CPF. Gilded DMCC is also registered with GOAML under the registration number GMLMOEC483052107.

 To contact us, please see our Contact page at https://store.gildedco.com (the “Gilded e-commerce platform”) or email us at support@gildedco.com.

In these Terms of Service (“Terms of Service” or "Terms"), capitalized terms have the meaning given to them above or below. References to “Gilded”, “we”, “our”, or “us” mean the contracting entity listed above, which is the legal person with whom you contract pursuant to these Terms of Service. References to “you” or “your” mean you, the customer (“Customer”).

2. Deemed Acceptance and Prevailing Versions

You become a Customer by successfully completing our registration process, which may include know-your-customer (“KYC”)/anti-money laundering (“AML”) processes, after which your account (“Account”) is created and you have access to the various services described below that we may offer (“Services”). Individual users of our Services must be 18 years of age or older. In becoming a Customer, you accept and agree that these Terms of Service define the entire business, service, and/or other relationship between Gilded and you. You accept and agree that by becoming a Customer you gain no privity, contractual, business, service and/or other relationship with or legal or other rights against any and all of Gilded’s Affiliates (as defined herein) or any and all of the service providers engaged by Gilded or its Affiliates (“Service Providers”). See Addendum B for a partial list of Gilded Service Providers. “Affiliates” shall mean corporations, limited liabilities or other entities controlled, controlled by or under common control with Gilded, where “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities or otherwise. You are the owner of Your Account. All Customers accept and agree that these Terms of Service are binding upon all users of Your Account.

We reserve the right to make changes to these Terms by sharing such changes through one or more Contact Means (as defined below). Changes are effective immediately upon sharing unless a different effective date is stated or required by law.

3.Registration and Validation

A. Identifying yourself

You undertake to identify yourself during the Account registration process and thereafter while your Account remains open as requested by Gilded or its agents. You authorize us to make such enquiries as we believe necessary to satisfy ourselves about the validity of your identity and to comply with applicable laws and regulations.

You will need to provide Gilded with such information as required or requested in relation to these Terms of Service, to becoming a Customer and when certain purchase thresholds are met, including all information required to comply with all applicable laws and regulations (such as KYC/AML regulations). For individuals, this may include providing acceptable photographic proof of identity and proof of address.

In addition, you accept a duty to keep all such information held by us up-to-date and accurate. Gilded is entitled to rely on the accuracy of the details you have supplied.

After your Account is validated, you understand and agree that Gilded may periodically re-verify your information, including your identifying information, to ensure compliance with ongoing KYC/AML requirements and other obligations. You authorize us to make such enquiries as we believe necessary to satisfy ourselves about the continuing validity of your identity and to comply with applicable laws and regulations. You further understand and agree that Gilded may restrict your access to some or all Services until Gilded is satisfied your use of the Services complies with KYC, AML, and other laws and obligations.

To the extent permitted by law, you accept that your failure to maintain your contact details correctly may negate some of the protections you seek from Gilded. To the extent permitted by law, Gilded will not be responsible for, and you hereby hold harmless and indemnify and keep indemnified Gilded and its Affiliates against, any and all losses which arise out of your failure to maintain your contact details correctly. 

B. Bank Account Transfer and Credit Card Information 

You may pay for your purchase with a Credit or Debit card or via a Bank Account transfer. Credit and Debit cards may only be used for payment but cannot be used for receipt of funds in the event you choose to sell your gold holdings. 

Upon the submission of a request to sell some or all of your gold, you agree to supply us with a set of bank instructions that will act as the account (“Bank Account”) from which movements of Funds (as defined below) from Gilded to you will be made. You will need to provide us with such Bank Account supporting information, such as your bank account name, account number, and IBAN or other bank identifier commonly used by banks in the UAE, as we request. You are responsible for checking the details and notifying Gilded immediately if the details of your Bank Account are incorrect or have changed. We are not responsible for any fees charged by the provider of your Bank Account. Gilded will only permit a transfer of funds to a Bank Account in the name of the Customer.

When you seek to change your Bank Account, we reserve the right to conduct additional account and identity verification processes.

Under no circumstances will we permit you to transmit Funds, as applicable, to or from Gilded through any source other than your Bank Account, Credit card, or Debit card.  Gilded does not accept cash, crypto-currency or stablecoins.

1. Reviewing the source of your incoming Funds 

You permit us or our Service Providers to review details about your incoming funds and check them against personal identity documents when you transfer funds into or out of your Account.

4. Security & Privacy

The Gilded Privacy Policy applies to all information collected from or about you by Gilded.

The Privacy Policy is located at https://store.gildedco.com/pages/privacy-policy 

A. Your Account and Password 

You will create a username when you establish your Account. You must also create a confidential password to have an Account with us. Please keep this information secure and do not disclose it to any third party.

We have the right to disable any user identification name, code, or password at any time, if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms of Service or if we have reason to believe the security of your credentials may have been compromised.

If you know or suspect that anyone other than you knows your user identification name, code, or password, you must promptly notify us at: support@gildedco.com. 

B.    Contact Means 

You accept that the Services are generally made available on the internet using the https protocol, which incorporates a level of security widely accepted as offering reliable privacy and accuracy in data transmission. 

In accordance with the Consent to these Terms of Service provided to Gilded at the time of purchase, you accept that Gilded may send information to you through electronic methods. The electronic and non-electronic methods Gilded may use include email, platform-based notifications, messaging applications (e.g., WhatsApp), text messaging, phone or, in rare circumstances and in Gilded's discretion, posted mail (collectively, “Contact Means”). It is your responsibility to ensure you have up-to-date and in-service means to receive communications made via these Contact Means. 

Gilded is entitled to rely on the assumption that a communication was received in the absence of clear evidence to the contrary. To the extent permitted by law, Gilded is not responsible for losses you incur as a result of any such Contact Means communications not being delivered due to circumstances beyond Gilded's control.

5. Buying and Selling Gold

A.Purchase and Sale Process 

All purchases of gold made through our Services are paid for through a Bank Account transfer, Credit, or Debit card and are priced based on the London Bullion Market Association plus a transaction fee (“Gilded Gold Price”). Gilded charges storage fees for gold after you purchase if delivery is not taken. For general details on our fees, see Section 11 below.

All sales of gold made through our Services are priced based on the Gilded Gold Price with all net proceeds returned at the time of settlement via Bank Account transfer.

Please note that funds sent to Gilded bank accounts for the purchase of gold or funds that belong to you in Gilded bank accounts following the sale of gold are not separately insured.

If your bank charges you processing, wiring, or other fees directly, you will be responsible for paying those fees. You should contact your bank to confirm any charges it may impose before making a purchase.

Upon the purchase or sale of gold, you accept that you may become liable for taxes and associated charges, and you permit Gilded to deduct those taxes and charges or seek payment of them in accordance with these Terms.

For certain, materially large transactions, we may agree in writing to different pricing and payment procedures.\ 

B. Cash Balance and Funds Account

Any cash balance (“Funds”) resulting from the sale of some or all of your gold is temporarily held in an account (“Funds Account”) that segregates all of our Customers’ Funds from Gilded operating accounts. Please note that your cash balance is not separately insured. Funds in the Funds Account are held at one or more banks.

Your Funds will be transferred to your Bank Account upon settlement of your sale transaction and may not remain at Gilded.

If you have purchased gold with funds that we have reason to believe are not yours, we reserve the right to halt any pending transactions, freeze your account, and take any further action we deem appropriate. You agree to pay us any fees incurred in connection with these actions.

You will not earn interest on your gold or your Funds held in the Funds Account.

To the extent permitted by law, Gilded will not be responsible for, and you hereby agree to defend, hold harmless, and indemnify Gilded and its Affiliates against any and all losses which arise out of our following your instructions. 

C. Return of Unused or Unallocated Funds 

You cannot store Funds in your Account. In particular, Gilded will return Funds upon the settlement of a sale transaction minus any fees due. To the extent permitted by law, Gilded will not be responsible for, and you hereby agree to defend, hold harmless, and indemnify Gilded and its Affiliates against any and all losses which arise out of us wiring or sending Funds to the bank details you have provided us. 

D. Account Suspension and Closure 

Gilded reserves the right to suspend or close any Account at any time. In addition, Gilded may close your account for these or other reasons:

• We reasonably believe your Account and/or the use of it poses significant risk to Gilded, you, or other Customers;
• We identify information provided by you as false or misleading, or you or someone else are using the Account illegally or fraudulently;
• You have acted abusively or violently towards Gilded’s or its Affiliates’ staff;
• Your violation of applicable law, including but not limited to anti-money laundering laws,
• A government order or decree requires we do so;
• You are in breach of these Terms of Service (or have failed to remedy a breach where we have asked you to do so); or
• We terminate the

The suspension of your Account will prevent you from using the Services. You accept that we will continue to charge applicable fees during a suspension. Gilded is not under any obligation to disclose the reason for a suspension to you.

If we suspend your Account, it will not result in the expropriation of your property. We will either close your account or, if we determine in our sole discretion that the reason for the suspension has been resolved, we will remove the suspended status from your Account.

If we close your Account, we will return the Funds balance to your Bank Account by bank transfer or through other means determined solely by us. We will not sell your gold, but you will continue to incur gold storage fees unless and until you request delivery as set forth in Section 6.H or make other arrangements with Gilded to sell or dispose of your gold. 

E. Confidentiality and Money Laundering 

Gilded and the Services are not intended to be a resource for money laundering, terrorist financing or any other unlawful or prohibited purposes (“ML Purposes”) and may not be used for ML Purposes. We will not tolerate any use or attempted use of Gilded or the Services for ML Purposes. By your acceptance of these Terms of Service you represent and confirm on a continuing basis that you will not utilize Gilded or the Services for ML Purposes, and you will be liable for any charges levied by any third party service provider related to such activity.

You agree that our decisions relating to ML Purposes, KYC/AML, or other financial crimes will be final and not subject to review. You also understand that we are under no obligation to explain the reason for such decisions and in some cases may be prohibited from doing so.

6. Care of your Gold

A. Form and Warranted Gold Content 

Gilded accepts assayed Swiss gold bars as good delivery from recognized market professionals according to the practices that exist in your local market. This gold is held as weighed, in numbered bars.

Such Swiss gold bars constitute investment gold (as defined by your local market) and are not less than 99.99% purity and are of a weight and manufacture accepted by the international gold markets.

Gilded accounting units of gold, in line with standard gold-market practice, are expressed in fine gold content. The fine gold content of each bar is its weight multiplied by its purity. Gilded warrants that every gram of gold in your Account is a gram of the 100% fine gold content of a 99.99% (or greater) assayed gold bar held in the relevant Vault (as defined below).

Any breach of this warranty shall be remedied by Gilded itself arranging a replacement through the procedures of the international gold markets, or, failing that, by replacing any shortfall or substandard material out of its own Funds. 

B. Vault Operators 

Your gold is owned by you and held in a Dubai vault ("Vault") controlled by an operator ("Vault Operator") pursuant to a precious metal storage agreement executed between Gilded and each Vault Operator (the "Storage Agreement").

Each Vault Operator utilized by Gilded is a professional organization of the highest reputation in the business of managing the receipt, storage, and re-delivery of gold bars according to the practices of the international gold market.

You accept the Vault Operator(s) engaged by Gilded, and the Vault locations available to Customers. The specific location of the Vault is subject to Gilded’s discretion and applicable law. For certain materially large customer gold holdings, we may, but are not obligated to, agree to a Customer’s wish to use a different Vault location offered by an existing, engaged Vault Operator. 

C. Unique Sub-Account Numbers 

Gilded maintains records of your gold ownership when you choose to store the gold with us. See Section 6.G for more details. In no event will your Sub-Account be held in any name or list any party other than you along with your gold designated account number.

Gilded will not provide any Sub-Account information to the Vault Operator or any third party that is not an approved Gilded vendor, unless specifically authorized by you, required to do so by law, or pursuant to an order of a court of competent jurisdiction.

Both Gilded and the Vault Operator acknowledge and agree that:

1. legal title in relation to the gold allocated to your Sub-Account is held by you; and
2. neither Gilded nor the Vault Operator shall have any legal right, title, or interest in and to such gold.

Gilded will pay fees to the Vault Operator pursuant to your instructions and for and on your behalf to cover the costs of storage and insurance of your gold.

Should your Account remain dormant, as defined by the law of your jurisdiction, for the lesser of three (3) years or one year less than the escheatment period, if any, in your local jurisdiction, Gilded reserves the right to contact you to request that you instruct Gilded (at your sole option and discretion) to:

1. sell your gold at the applicable market price and send the proceeds to you; or
2. continue paying us fees for vaulting and for handling your gold at the then applicable fees charged by us.

If you fail to respond within thirty (30) days of Gilded contacting you, Gilded is entitled to continue charging you fees for vaulting and for handling your gold with immediate effect at the then applicable fees charged by us, and you shall discharge those fees within thirty (30) days of invoice. Our invoices shall accrue interest on any sum due to us, calculated as follows:

1. Unless a lower rate is required by law, four (4) percent per year above the Bank of England's base rate from time to time, but at four (4) percent per year for any period when that base rate is below zero (0) percent; and
2. From when the overdue sum became due, until it is paid.

For unpaid sums, Gilded reserves the right to pursue any and all available means of collections in your jurisdiction including, but not limited to, retention of a third-party collections agency and filing a lawsuit against you. 

D. The Status of Your Gold 

You agree that when you purchase gold, the gold will either be delivered to your premises or kept within the Vault Operator's premises. 

If the gold is kept within the vault operator’s premises, from that point onwards, the Vault Operator has agreed to act as physical custodian of your gold until you provide instructions that permit us to sell or move your gold in accordance with these Terms. 

Your gold is identified by unique serial numbers and is physically stored in a Vault, subject to the applicable storage fees. You may withdraw your gold so long as you pay the required fees and comply with these Terms.

You agree that when your gold is sold, the gold will be delivered to the purchaser within the Vault Operator’s premises, on your behalf, as per your instruction. Furthermore, you agree that you cannot submit instructions directly to the Vault Operator or expect the Vault Operator to provide information or physical withdrawal directly to you, except through Gilded. 

E. Gilded Storage Agreement(s) with the Vault Operator(s) 

You authorize Gilded to arrange custody of your gold with the Vault Operator and to contract with the Vault Operator to provide Vault services. Pursuant to the applicable Storage Agreement, the Vault Operator acknowledges that the Customer’s gold is allocated to and is the property of each of Gilded’s customers per Gilded’s records of sub-account holdings.

Gilded confirms that a minimum of three (3) months' notice from a Vault Operator is required to terminate the Storage Agreement. If such notice has been received by us, and if no alternate storage solution has been put in place in the intervening period, then we will inform you a minimum of two (2) months prior to the termination of the storage agreement, thereby allowing you such time as you may need to arrange an alternate mechanism for owning and storing, or selling, your gold, subject to applicable law. 

F. Insurance 

The Vault Operator maintains insurance against physical loss and damage to your gold. Similarly, if your gold is transferred by armoured carrier to the Vault, the armoured carrier maintains insurance against physical gold loss and damage. Please contact Gilded and see Addendum B for more information regarding insurance of your gold. 

G. Ownership Records 

Gilded maintains the ownership records in a manner of its choosing. Gilded shall only update its records with respect to your gold ownership upon the execution of your valid instructions made according to these Terms of Service, or otherwise in accordance with these Terms. Gilded maintains ownership records in several ways: (1) on a relational database and on Microsoft Confidential Azure ledger system; (2) with an independent third-party verification agent, Administrators and auditors; and (3) within the Gilded e-commerce Platform. Gilded shares ownership records and other Account information with certain of its vendors and other third parties with whom we have contractual relationships related to the Services, including but not limited to its auditors, in accordance with its Privacy Policy and applicable law.

Gilded reserves the right to exchange a gold bar owned by you for a like gold bar if necessary for technical or other reasons. Gilded will provide you notice of such a change. 

H. Gold Withdrawal and Delivery 

You may request delivery of your gold from the vault in accordance with specific policies and procedures; however, the related procedures have costs and time constraints associated with them. Delivery may also be restricted or prohibited in or to certain locations. 

Once a given delivery request is approved, you must agree to additional terms provided by Gilded prior to the initiation of the delivery including the payment of delivery fees specified by Gilded. You acknowledge that any outstanding fees must be paid before any gold will be delivered.

 Unless otherwise specified by Gilded, Gilded will pay the courier’s ordinary charges out of the delivery fees charged to you upon effectuating your request for withdrawal and delivery. However, you acknowledge that you may still be liable for any customs, tax, delivery, release, or other charges that may be applied as a result of action by any government agency or otherwise while making your delivery, and you permit Gilded to deduct such taxes and charges or seek payment in accordance with these Terms. Whether such charges are applied to you upon receipt, or by demand to Gilded, you agree to defend, hold harmless, and indemnify Gilded and its Affiliates against those charges.

Any dates quoted for delivery are approximate only, and you agree that time of delivery is not of the essence. Gilded is not liable for any delay or failure in delivery of the gold that is caused by an Event Outside Our Control (as defined below). You will be responsible for obtaining, at your own cost, such import licenses, and other consents in relation to the gold as required from time to time.

We are not responsible for your, the gold courier’s, or your designated bank’s failure to follow any of these instructions, or any other applicable procedures respecting the delivery of gold.

In addition, you may be required to defend, hold harmless and indemnify Gilded and its Affiliates against identity fraud.

You understand that Gilded will not repurchase the gold once it is withdrawn from the Vault or delivered to your Destination Bank. 

I. Your Rights in the Event Gilded Ceases Operations 

Should Gilded cease operations, your gold remains your property. Gilded has retained an independent third-party verification agent that has agreed to administer your gold in such circumstances.

If Gilded ceases operations, your property rights to your gold held at the Vault will not be affected, but there may be some inconvenience and delay for you in taking hold of that property. In such event, you will be notified by relevant parties and instructed as to how to obtain, sell, or otherwise deal with your gold holdings.

Please contact Gilded if you wish to further understand this process. 

7. How We Process Your Orders

You understand that you may enter orders to purchase and sell gold through the Services, at quantities, and in amounts, under your control, subject to the conditions set forth above in Section 5 above. You understand that all purchase and sale orders will be transacted at the applicable Gilded Gold Price, in accordance with Gilded's standard order processing practices.

Our various order processes require you to check and amend any errors, and to approve all details prior to confirming an order. You must take the time to read and check your order at each stage of the order process. 

A. Gilded Gold Price 

Subject to the Service availability, we will permit you to place purchase orders to be filled at the applicable Gilded Gold Price, provided that you make a purchase by using a Bank Account transfer, Credit or Debit card. Sale orders will also be filled at the applicable Gilded Gold Price, provided you own sufficient gold in your Account to complete the transaction. You accept that you will not be able to place a limit price on your purchase and sell orders. 

B. Gold Ownership 

If Gilded has the ordered gold within its inventory at the time the order is placed, gold ownership will typically transfer to you at the time the Gilded Gold Price for your order is determined. If Gilded does not have the ordered gold within its inventory, you will own the gold either when the gold supplier confirms to Gilded that the ordered gold is ready for transport to the Vault or, in certain cases, when the gold has been delivered to the Vault.

If for any reason the Funds utilized for a gold purchase are withdrawn by or are otherwise returned to a Customer, the gold purchase shall be deemed null and void. 

C. All Orders 

All purchases will be in AED. From time to time, Gilded may need to buy gold from other sources who may add a premium or spread to the price paid by Gilded, as determined by market circumstances. This spread will be reflected in your purchase price via the Gilded Gold Price.

You accept any prevailing delay in settlement of gold into the Vault (for example, caused by weekend orders when the market is closed) and understand that you will be unable to sell any pending-settlement gold until physical gold has settled into your Account.

8. Termination

You may close your Account relationship by following the steps we provide to you, which will generally include the sale of your full gold holdings and the transfer of your full Funds to your Bank Account, after deducting any outstanding fees or charges.

9. In The Event Of Your Death Or Incapacity

If you are an individual and you become incapacitated or no longer have mental capacity, you permit us to allow your Account to be maintained on your behalf by your duly authorized party as identified below.

In such case, your attorney/controller/deputy/guardian/intervener must inform us as soon as practicable of their appointment and provide evidence of their appointment. Such third parties may be subject to the same KYC/AML criteria as a Customer, including being subject to certain credit and personal identity and residency checks.

In the case of deceased Customers, a personal representative/executor/administrator must inform us as soon as practicable of their appointment and provide evidence of their appointment. A personal representative may be subject to the same KYC/AML criteria as a Customer, including being subject to certain credit and personal identity and residency checks.

Gilded undertakes to process your Account in accordance with the instructions of your authorized executors or administrators. You permit Gilded to seek legal advice in the jurisdiction of your estate's administration, at the expense of your Account.

10.  Content and Information; Changes to the Gilded Platform

Content provided on the Gilded e-commerce Platform or via Contact Means is provided for general information only. It is not intended to be advice on which you should rely. We may update the Gilded e-commerce Platform from time to time and may change the content at any time. However, please note that any of the content on the Gilded e-commerce Platform may be out of date at any given time, and we are under no obligation to update it. Although we make reasonable efforts to update information provided on the Gilded e-commerce Platform or via Contact Means, we make no representations, warranties, or guarantees, whether express or implied, that such information is accurate, complete, or up to date.

11. Fees

In the event our fees for the Services you request or require are not published on the Gilded e-commerce Platform. You will have the opportunity to review these fees prior to a transaction.

12. System Availability and Downtime

The Gilded system is scheduled to operate continually except where planned software updates and maintenance is necessary, usually carried out on weekends. We will  provide an advance warning notice for planned downtime. There may also be planned service interruptions at other times where maintenance requires urgent action that cannot wait until a weekend. Such service interruptions will, where possible, be planned at times of lower Customer and public demand.

Where service interruption is planned, and you have an open order, your order will ordinarily survive the service interruption.

When an unscheduled service interruption occurs and you have an open order, your order will ordinarily survive. However, in some instances these orders may be removed at the resumption of the service, and any incomplete element of the order will be treated as cancelled.

We will endeavor to keep you informed via Contact Means when you have open orders during a period of unscheduled service interruption, but you accept that the nature of the service interruption may make it impractical for us to do this.

You accept that service interruption is an unavoidable event on networked computers. You accept our terms for handling service interruption vis-à-vis your open orders. We will not be responsible for losses you may incur as a result of any such interruption.

13.  Office Locations

See Addendum C for additional details. 

14. Correction of Errors

Record Keeping Error

In the event of administrative error, we are entitled after the event to make appropriate adjustments to records of your Account in accordance with applicable local UAE law.

System Error

Neither Gilded nor you have the right to profit from system failures.

 

15. Our Exclusions and Limitations of Liability

• Except where limited by law, the following provisions set out the entire financial and legal liability of Gilded (including any liability for the acts or omissions of its employees, agents, sub-contractors, Affiliates, and Service Providers) to you in respect of:
  • any breach by us of these Terms of Service;
  • our performance or contemplated performance under these Terms of Service;
  • any other matter, claim, or right of any nature whatsoever arising under or in connection with these Terms of Service;
  • any other matter, claim, or right of any nature whatsoever arising out of your being a Customer and/or using the Services or the Gilded e-commerce Platform, including but not limited to the purchase, storage, sale, withdrawal and/or delivery of gold or the processing of any transactions involving gold and/or Funds for you by us; and/or
  • any representation, statement, or tortious act or omission, including but not limited to negligence arising under or in connection with these Terms of
• All warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded herefrom.
• Nothing in these Terms of Service excludes or limits the liability of Gilded for any matter in which it would be illegal for Gilded to exclude or attempt to exclude its
• Subject to paragraphs (b) and (c) above and except where limited by law:
  • Gilded's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or any other manner, arising out of, with respect to, or in connection with the items set forth in paragraph (a) above or otherwise shall be limited to the lowest value of your gold deposited with or by Gilded in the six (6) month period preceding such claim;
  • Gilded shall not be liable to you for any pure economic loss, fall in the value of your gold or currency, loss of profit, loss of business, depletion of goodwill, or any other matter, in each case whether direct, indirect, or consequential, or any claims for consequential compensation whatsoever (howsoever caused) arising out of, with respect to, or in connection with the items set forth in paragraph (a) above or otherwise; and
  • Gilded shall only be liable to you to the extent any liability is covered or recovered by, and not excluded under, insurance policies in

Except where limited by law, accordingly you fully and completely waive and surrender, and agree not to sue or bring legal action respecting, any matter, claim or right of any nature whatsoever that you may have against any Affiliates or Service Providers arising out of, with respect to or in connection with the items set forth in paragraph (a) above or otherwise.

16.  Investment and Tax Advice

All information provided on or available through the Gilded e-commerce Platform or via Contact Means is provided for general information purposes only and does not constitute investment or tax advice. Gold markets can be volatile, and the value of gold may go down as well as up. As such, investments in gold involve a degree of risk that may make them unsuitable for certain persons. Before making any investment decision, you should seek advice from your financial, legal, tax and/or accounting advisers. You should carefully weigh the risks associated with investing in gold considering your own individual financial needs and circumstances.

We are not tax advisers and any information provided on the Gilded e-commerce Platform or via Contact Means in connection with the tax status of the gold is provided for general information purposes only and should not be relied upon. Any underlying tax legislation is subject to change. You should obtain any specific advice from your tax advisers.

You are responsible for paying such local taxes and any other charges or fees required by law as are or may be applied with respect to you being a Customer or using the Services, including but not limited to those on gold purchases, storage, sales,

withdrawals and deliveries. These taxes and other charges may be charged directly by us when known by us and when required by law or by the appropriate authorities.

17.  Force Majeure – Events Outside Our Control

Except where limited by law, we will not be liable or responsible for any failure to perform, or delay in the performance of, any of our obligations that is caused by an Event Outside Our Control.

An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation, unscheduled closings of relevant markets, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, adverse weather conditions, epidemic, pandemic, other natural disaster, failure of public or private telecommunications networks, disruption of the banking or related communication systems, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport or the acts or omissions of suppliers, sub- contractors or Service Providers.

If an Event Outside Our Control takes place that affects the performance of our obligations:

• We will contact you as soon as reasonably possible to notify you; and
• Our obligations will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our We are not liable for any loss due to an Event Outside Our Control.

18.  Language

You are entitled to consider that reasonable care has been taken by us in the translation into different languages of our information and documents and that these translations fairly reflect the underlying meaning of an original document in English, reference language of Gilded. In the event of any differences between the English version of these Terms of Service and any non-English versions, the English version shall prevail.

You can contact us in any language in which the Gilded e-commerce Platform is published.

You can make complaints in any language in which the Gilded e-commerce Platform is published.

 

19.  Choice of Law and Class Action Waiver

The law governing these Terms of Service and the provision of the Gilded Service to you are governed by the substantive law of the jurisdiction referenced in your applicable Addendum A. Unless required by applicable law, you may not initiate or otherwise participate in class action lawsuits, class-wide arbitrations, private regulatory actions, and any other proceeding where you or someone seeking to proceed on your behalf acts in a representative capacity.

You agree to engage in good faith negotiations to resolve any dispute arising out of or in connection with these Terms of Service. Any such negotiation may be initiated via any of the Contact Means. Should any such dispute not be resolved via good faith negotiations, it shall be referred by us to and finally resolved by arbitration under the jurisdiction in which you reside with the contracting entity listed in Section 1. Please see your applicable Addendum A for the complete arbitration agreement.

You agree to comply with all applicable laws for the jurisdiction in which use the Services.

20.  Other Important Terms

Each purchase, storage, sale, withdrawal, and delivery or other transaction and these Terms of Service are, as agreed above, between you and Gilded only. No third party/other person shall have any rights to enforce any of these provisions against Gilded, its Affiliates, or Service Providers.

Each of the terms of these Terms of Service operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining terms will remain in full force and effect. Headings used in the Terms of Service shall not affect the interpretation of these Terms of Service.

If we fail to insist that you perform any of your obligations under these Terms of Service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and that you are not required to comply with those obligations. If we waive a default by you, we will do so only in writing, and we will not automatically waive any other default by you.

21. Risk Warning Notice

The following lists contain certain risks Gilded considers material. It does not constitute a statement of all possible risks. You assume all risks pertaining to use of the Services and the Gilded e-commerce Platform and to the purchasing, selling, and ownership of gold, unless specifically stated otherwise herein.

A. Risks Which Are Not Gilded’s Responsibility

Gold price movements — The value of your stored gold may decrease over time. This risk is not a Gilded responsibility and is a risk you accept and undertake.

Money politics — Governments and other agencies seeking currency stability, or for other reasons, may seek to constrain or tax the ownership of gold to the disadvantage of its owners. The actuality or fear of government action may affect the value of stored gold. The associated risks are not Gilded’s responsibility and are risks you accept and undertake.

Material Disruptions – Financial institutions may collapse, face liquidity crunches, or other material disruptions (each a “Material Disruption”), and they may enter insolvency, receivership, or other similar proceedings. Should a Material Disruption occur to a financial institution that provides services to Gilded or you, your ability to recover some or all of your Funds may be compromised. The associated risks are not Gilded’s responsibility and are risks you accept and undertake.

Identity theft — Identity theft is the fraudulent acquisition of another’s personal information. Gilded seeks to minimize the risk of identity theft. However, you

acknowledge and agree that Gilded is not liable for any suspected or actual identity theft. These risks are not Gilded’s responsibility and are risks you accept and undertake. Please contact Gilded immediately if you know or suspect that your personal information has been wrongfully accessed or stolen.

Liquidity risk — Gold markets have at times, and may in the future, suffer from risks associated with market illiquidity, which may in turn impact gold prices and your ability to purchase or sell gold. These risks are not Gilded’s responsibility and are risks you accept and undertake.

System availability — Gilded’s platform may become inaccessible for certain periods of time, which could prevent you from executing a transaction you would otherwise have made. The associated risks are not Gilded’s responsibility and are risks you accept and undertake. See Section 12 for additional information.

ADDENDUM A.3 TO GILDED TERMS OF SERVICE FOR CUSTOMERS CONTRACTING WITH GILDED DMCC

Last Updated: December 2023

This addendum to the Gilded Terms of Service (this “Addendum”) applies to you if you are contracting with Gilded DMCC. To the extent the Terms of Service conflict with this Addendum, this Addendum controls. All defined terms have the meaning provided to them in the Terms of Service unless modified by this Addendum. Please refer to the Terms of Service to confirm the Gilded entity which you are contracting with.

 Gilded Entity 

The Terms of Service, including this Addendum, is a contract between you and Gilded DMCC. All references to Gilded in this Addendum and in the Terms of Service refer to Gilded DMCC, unless otherwise specified.

In the event there is any inconsistency or conflict between the English version of the Terms of Service or this Addendum and any translated version of the Terms of Service or this Addendum (as applicable), the English version of such document shall prevail.

 Governing Law 

The Terms of Service, this Addendum, and all Claims (as defined below) related to them are governed by and construed in accordance with the laws of England & Wales.

Relationship Between the Parties 

Gilded DMCC acts at all times as principal; it is never your agent. 

 

Arbitration 

This section (this “Arbitration Section”) sets forth the circumstances and procedures under which Claims (as defined below) shall be arbitrated, upon the election of either party, instead of litigated in court.

Definitions: As used in this Addendum, the term “Claim” means any claim, dispute or controversy between you and Gilded and any of its Affiliates, agents or assigns, arising from or relating to the Services (as defined in the Terms of Service) as well as any related or prior agreement that you may have had with us or the relationships resulting from these Terms of Service, including the validity, enforceability or scope of this Arbitration Section or the Terms of Service. “Claims” include claims of every kind and nature, including but not limited to initial claims, counterclaims, cross-claims, and third-party claims and claims based upon contract, tort, fraud, and other intentional torts, statutes, regulations, common law and equity. The term “Claim” is to be given the broadest possible meaning that will be enforced and includes, by way of example and without limitation, any claim, dispute or controversy that arises from or relates to (i) your purchase, storing, or sale of gold; (ii) your request that gold be moved from a Vault to another location; (iii) advertisements, promotions or oral or written statements related to the Services; or (iv) anything else referenced in the Terms of Service on our e-commerce Platform. As used in this Arbitration Section, the terms “we” and “us” shall for all purposes mean Gilded and its Affiliates, licensees, Service Providers, predecessors, successors, and assigns, and all of its agents, employees, directors, officers and representatives. In addition, “we” or “us” shall include any third party using or providing any product, service, or benefit in connection with the Services (including, but not limited to Vault Operators) if, and only if, such third party is named as a co-party with us (or files a Claim with or against us) in connection with a Claim asserted by you. As solely used in this Arbitration Section, the terms “you” or “yours” shall mean all persons or entities approved by us to have and/or use the Services, including but not limited to all persons or entities contractually obligated under any of the Terms of Service, and the term "party" used in this Arbitration Section shall either mean you or us (or both), as the context requires.

1. Initiation of Arbitration Proceeding/Arbitration Procedures: Any Claim (including any dispute regarding the existence, validity or termination, or any non-contractual obligation arising out or in connection with the Terms of Service or this Addendum shall be referred, upon the election by you or us, to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce, which rules are deemed to be incorporated by reference into this paragraph The tribunal shall consist of three arbitrators. The claimant(s) and the respondent(s) shall nominate an arbitrator respectively. The third arbitrator, who shall be the president of the tribunal, shall be nominated by the two party-nominated arbitrators within thirty (30) days of the last of their appointments. Any award of the tribunal shall be binding from the day it is made, and the parties waive any right to refer any question of law and any right of appeal on the law and/or merits to any court.

 

1. Restrictions on Arbitration: If either party elects to resolve a Claim by arbitration, that Claim shall be arbitrated only on an individual There shall be no right or authority for any Claims to be arbitrated on a class action basis or on bases involving Claims brought in a purported representative capacity on behalf of the general public, other customers, or other persons similarly situated. The arbitrators' authority to resolve Claims is limited to Claims between you and us alone, and the arbitrator’s authority to make awards is limited to you and us alone. Furthermore, Claims brought by you against us or by us against you may not be joined or consolidated in arbitration with Claims brought by or against someone other than you, unless otherwise agreed to in writing by all parties.
2. Location of Arbitration/Language: The seat of the arbitration shall be in London, United Kingdom, and the language of the arbitration shall be English.
3. Continuation; Severability: This Arbitration Section shall survive termination of your Account. If any portion of this Arbitration Section is deemed invalid or unenforceable under any principle or provision of law or equity, it shall not invalidate the remaining portions of this Arbitration Section, or any prior agreement you may have had with us, each of which shall be enforceable regardless of such invalidity. 

1. Confidentiality: The parties agree to keep confidential all matters relating to the arbitration, including related court proceedings, to the greatest extent practicable.

Significance of Arbitration: IF ARBITRATION IS CHOSEN BY ANY PARTY WITH RESPECT TO A CLAIM, NEITHER YOU NOR WE WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN ANY COURT OR HAVE A JURY TRIAL ON THAT CLAIM, OR TO ENGAGE IN DISCOVERY OR DISCLOSURE IN CONNECTION WITH ANY COURT PROCEEDINGS. FURTHER, YOU WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION. THE ARBITRATORS SHALL NOT CONDUCT A CLASS ARBITRATION OR A JOINT ARBITRATION, EXCEPT AS SET FORTH IN THIS ARBITRATION SECTION. NOTE THAT OTHER RIGHTS AVAILABLE TO YOU IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. EXCEPT AS PROVIDED IN THIS ARBITRATION SECTION, THE ARBITRATOR’S DECISION WILL BE FINAL AND BINDING.             

ADDENDUM B TO GILDED TERMS OF SERVICE SERVICE PROVIDERS

Last Updated: October 2022 

Service	Provider
Vault Provider	Brink’s Global Services
Vault Provider’s Insurance	Lloyd’s Underwriters and/or Companies
Transport Services Provider	Brink’s Global Services
Transport Service Provider’s Insurance	Lloyd’s of London and certain Insurance Companies
Independent Gold Verifier	Bureau Veritas Commodities & Trade, Inc.
Financial Auditor	Moore Global
Independent Third-Party Verification Agent	NAV Consulting, Inc.
Enterprise-Grade Distributed Ledger Technology	Microsoft Azure Confidential Ledger

ADDENDUM C TO GILDED TERMS OF SERVICE GILDED CORPORATE OFFICES

Last Updated: February 2023 

Entity	Address	Corporate Registration Details
Gilded DMCC	Unit No: O5-PF-CWC03 Detached Retail O5 Plot No: JLT-Ph4-RET-O5 Jumeirah Lakes Towers Dubai, UAE	DMCC Authority Registration Number: DMCC192423   Additional registration with the Central Bank of the UAE as a Designated Non-Financial Business and Profession (DNFBP)