By accessing or using our Services (as defined in clause 5) you agree to be bound by these terms of business (Terms of Business). You must not use, and should immediately cease using, our Services if you do not agree to these Terms of Business.
By clicking “I Agree”, creating an account, registering with us or accessing or using any part of the Services, you agree to be bound by these Terms of Business.
We may revise these Terms of Business from time to time. We will display a notice on our website (www.calebandbrown.com) indicating when any such revisions have been made. Any changes published on the Website will be taken to be effective when they are published and the changes supersede all prior versions.
Your subsequent or continued use of your Account, the Website, and/or Services will constitute your acceptance of these changes and subject your Account to the modified Terms. If you do not agree to a variation, you may terminate being a user of the Services.
Subject to clause 2(c), if there are any other agreements or documents between us and you pertaining to the Services, such other agreements or documents will be supplemental to and constitute part of the Terms. If and to the extent that the Terms are inconsistent or conflict with any other agreement or document between us and you, or to the extent that the Terms and any other agreements address the same matters, the terms of that other agreement or document shall prevail in respect of the specific subject matter, products or Services to which that other agreement or document relates.
These Terms of Business supersede any previous agreement between us relating to the subject matter of these Terms of Business.
Unless otherwise stated, definitions are set out in these Terms of Business.
In these Terms of Business:
References to clauses are to the clauses of these Terms of Business.
Headings are included for convenience only and shall not affect the interpretation of these Terms of Business.
Any reference in any documentation between you and us to an earlier version of these Terms of Business shall, from the date these Terms of Business take effect, be read as a reference to these Terms of Business or the relevant or corresponding part thereof.
References in these Terms of Business to statutes and any other laws, rules or regulations shall be to such statutes, laws, rules or regulations as modified, amended, restated or replaced from time to time.
Unless otherwise stated, any reference to a monetary amount is in Australian dollars.
Neither the relationship between you and us nor the Services to be provided by us will give rise to any fiduciary or equitable duty which would oblige us to accept responsibilities more extensive than those set out in the Terms or which would prevent us from dealing in Digital Currencies for any other person or entity.
Nothing in the Terms (or any of the arrangements contemplated by them) shall be deemed to create a partnership, joint venture or equivalent between you and us.
The provision by us of the Services will be subject to the Terms and applicable law.
By undertaking business with us, you confirm that you have the necessary experience and knowledge to understand the risks involved in any transaction which we will carry out for you. We give no warranty as to the performance or profitability of any transaction or investment that you may effect through us.
We are not responsible for the provision of any tax, legal, accounting or other advice relating to the Services or any Digital Currency.
We are authorised by you to do anything which we consider necessary or appropriate either to provide the Services (including but not limited to acting as your agent and delegating our authority as your agent to another), to mitigate any loss incurred in the provision of the Services or to comply with any applicable law relating to the Services, including executing any transactions relating to an instruction from you to implement a Trade or Digital Currency we hold for you.
This Account is owned by only one (1) natural person who is, on a continuing basis unless an Authorised Agent has been appointed in accordance with clause 6.4, , the only person authorised to take any action in the Account. By opening an Individual Account, you represent and warrant that you are and shall at all times continue to be the sole beneficial owner of the Account and user of all Services connected with the Account.
This Account is owned by a corporation, unincorporated association, company, partnership, fiduciary, sole proprietorship or other legally recognised group (interchangeably defined as an “Entity”) holding an Account in any capacity other than an individual capacity. An Entity can apply to open an Account through any natural person(s) who is duly authorised by the Entity to do so (an “Authorised Representative").
Such Authorised Representative represents, warrants and agrees, on behalf of the Entity, as well as on their own behalf, that the Authorised Representative:
We may refuse to recognise any such authorisation if, in our sole and absolute discretion, it appears to be incomplete or improperly executed.
By opening a Corporate Account, the Authorised Representative represents and warrants on behalf of the Entity that the Entity is, and shall at all times continue to be, the sole beneficial owner of the Account and user of all Services connected with the Account.
You may apply to appoint an individual, or individuals, to act on your behalf in respect of the Services (Authorised Agent). We may (in our absolute discretion) accept an application for you to appoint an Authorised Agent, which shall be subject to:
In addition to any rights we may have under an Authorised Agent Authorisation form and these Terms of Business, you acknowledge and accept that we are entitled to rely on the instructions, statements and representations made by an Authorised Agent in respect of the Services as if such instructions, statements and representations were made by you.
You must advise us in writing of any change to your Authorised Agents, including if their authorisation rights have been revoked by you.
If you fail to notify us promptly in writing of any chage to your Authorised Agents, you remain responsible for any loss arising from or in connection with us acting on any instructions issued by those Authorised Agents.
We are registered with the Australian Transaction Reports and Analysis Centre (AUSTRAC) as a digital currency exchange service provider (DCE100576808-001).
We are required to comply with anti-money laundering and counter-terrorism financing (AML/CTF) laws, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and the Anti-Money Laundering and Counter-Terrorism Financing Rules Instrument 2007 (No. 1) (AML/CTF Laws).
Prior to providing the Services to you (in our discretion), we will collect and verify your personal information as required under the AML/CTF Laws. We may also report your transaction activity to AUSTRAC.
You acknowledge and agree to provide all reasonable assistance to us in complying with our obligations under the AML/CTF Laws. We may refuse to provide the Services to you and cancel your registration if you do not assist us in complying with the AML/CTF Laws.
In addition to instructions received directly from you or an Authorised Agent, you authorise us to rely and act upon, and treat as fully authorised and binding upon you, any instruction from the email address or phone number associated with your Account, which purports to have been given by you or on your behalf and which is accepted by us in good faith as having been given by you or on your behalf, without further enquiry on our part as to the genuineness, authority or identity of the person giving or purporting to give such instruction. You will be responsible for and bound by all contracts, obligations, costs and expenses entered into or incurred by us on your behalf in consequence of or in connection with such instructions.
Any instructions and any other documents we require shall be transmitted in such manner as may be specified by us and shall be at your risk. We shall not be responsible or liable in any way for any direct or indirect losses, damages, costs or expenses suffered by you on account of any instruction not being received by us or not being acted upon. For the avoidance of doubt, you shall not assume that an instruction has been acted upon until you receive confirmation from us. Irrespective of the means of communication used by you for delivery of instructions, we shall not be responsible for and you hereby discharge us from any and all liability whether in contract, tort or otherwise for:
Neither we nor our directors, officers or employees shall be liable for any direct or indirect losses suffered on account of any instruction not being received by us or not being acted upon. For the avoidance of doubt, the transmission of a Trade instruction to us is not evidence of our receipt or that we have accepted such instruction.
Without limitation we may at our absolute discretion refuse to accept or act in accordance with any instruction without being under any obligation to give any reason, including without limitation if you:
If we decline an instruction we will (to the extent permitted by applicable law) take reasonable steps to notify you promptly of declining such instruction and refund any payment, or return any Digital Currency, received by us (less any applicable losses incurred) in connection with the instruction, as soon as possible.
Purchasing Digital Currency
To initiate a purchase of Digital Currency you must:
send us an email that:
If following our receipt of the above your Trade instruction is accepted, we may (in our discretion) send you a Trade order processing email. Upon sending the Trade order processing email the Trade instruction will become binding.
After sending the Trade order processing email we will deduct our Commission from the Purchase Amount, execute the purchase of the specified Digital Currency, send you a Trade order executed confirmation and invoice detailing your order and hold the purchased Digital Currency on your behalf in accordance with these Terms of Business.
Swapping or disposing of Digital Currency
To initiate a swap or disposal of Digital Currency you must:
send us an email that:
if we are not holding the full Disposal Amount for you, we will email you the address of our digital wallet into which you must transfer the Disposal Amount prior to accepting a Trade instruction.
When instructing us to dispose of a Digital Currency, you warrant that the Digital Currency you are providing is legally valid and complies with all applicable laws and regulations.
If following our receipt of the above your order is accepted, we may (in our discretion) send you a Trade order processing email. Upon sending the Trade order processing email the Trade instruction will become binding.
After sending the Trade order processing email we will deduct our Commission from the Disposal Amount, execute the sale of the Disposal Amount, send you the Trade order executed confirmation and invoice detailing your order and hold the consideration received for the disposal on your behalf in accordance with these Terms of Business.
You acknowledge and agree that any Trade executed in accordance with clauses 9.1 or 9.2 will (unless otherwise stated by us) be subject to, and priced on the basis of, the spot market price for the Digital Currency at the time the Trade is executed by us. The applicable market price of a Trade will only be known after the Trade is executed and notified to you through the Trade order executed confirmation.
We may (in our discretion) provide you with an indication of the spot market price for Digital Currencies from time to time, however such indication in no way binds us to providing that price to you in respect of a Trade at any time.
Minimum trade amount
Without limiting the above, we may (in our discretion) only accept instructions to purchase or dispose of Digital Currency with a minimum trade value of $2,000.
We reserve the right to cancel, reverse or refuse to process any Trade at any time if:
For the avoidance of doubt, should the Trade be cancelled, reversed or refused by us in accordance with this clause, we are not obliged to offer you the same price or terms in a new transaction.
and in the case of a transfer (in addition to any other information we require):
Subject to clause 10(e), within 5 Business Days of receipt of an instruction under clause 10(b) we will transfer the relevant Assets to Your Account as specified in such notice.
We reserve the right to suspend any transfer of Assets at any time if:
You acknowledge that the Digital Currency we transfer to you may not be the same Digital Currency you have originally sent to us, and you shall have no claims in this regard whatsoever.
Fees, Charges and Taxes
We charge you a fee (Commission) which is a percentage of the denominated value (e.g. AUD, USD, ETH, BTC) of your Purchase Amount or Disposal Amount (as applicable).
The rate of Commission for each Trade will be agreed by us and you prior to the Trade being executed.
You shall be responsible for payment of all taxes and duties arising out of or in relation to any transactions or in connection with any Service provided under the Terms and where under applicable law such taxes and duties are due to be paid or collected by us then you shall on demand pay us an amount equal to such taxes or duties and indemnify us for the same.
You shall be solely responsible for all filings, tax returns and reports which must be made by you to any relevant authority, whether governmental or otherwise, and for the payment of all taxes (including without limitation any transfer, withholding or value added taxes), levies or duties due in relation to any transactions or in connection with any Service provided under the Terms. Accordingly, you shall at all times remain directly accountable to and liable to the relevant tax authorities for any relevant tax liabilities arising out of any transactions under the Terms or any Services provided by us to you.
All fees, expenses and other amounts payable under the provisions of these Terms are exclusive of any applicable goods and services or other value added, sales, turnover, consumption or similar tax and will be subject to such taxes in addition.
Payments and interest
You agree to pay any amounts due to us by you, in such fiat or Digital Currency as we may determine, as they become due regardless of any rights of equity, counterclaim or set-off which you may have against us and free and clear of, and without withholding or deduction for, any taxes of whatsoever nature, unless the same is required by applicable law binding on you.
Unless otherwise agreed, we will not pay you interest on any money or Digital Currency held for you. We will retain interest earned (if any) on any money we hold for you.
You authorise us to use any Assets held by us, or deduct from any amounts payable to us or payable in respect of any action or transaction required or permitted under the Terms or otherwise, to pay any amounts due to us under the Terms. For clarity, this includes taking ownership and dealing with (including selling) any Assets held by us to recover any losses, costs or amounts payable to us.
If you fail to pay any amount when due and payable to us, we reserve the right to charge you interest on any such amount until the date payment is received by us at the effective cost to us of borrowing the due amount as determined in our absolute discretion. Interest will accrue daily and will be due and payable as a separate debt.
If we receive or recover any amount in respect of an obligation of yours in fiat or Digital Currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, you shall indemnify us and hold us harmless from and against any cost (including costs of conversion) and loss suffered by us as a result of receiving such amount in fiat or Digital Currency other than the currency in which it was due.
This clause 12 will survive termination.
You hereby represent and warrant (which representations and warranties shall be deemed to be repeated by you on a daily basis) that:
you have the capacity, and full power and authority, to enter into, these Terms of Business and each transaction and any other documentation relating to the same, and to perform your obligations under the Terms including but not limited to the following:
you are aware:
Legal status of Digital Currencies
The legal status of Digital Currencies (including cryptocurrencies, cryptographic coins, tokens and digital assets) remains uncertain in many countries and jurisdictions around the world. Such Digital Currencies may be legally prohibited in certain countries or jurisdictions, or be subject to specific restrictions and limitations with which you are solely responsible for complying at your own risk and expense. We take no position on the legal status of any Digital Currency.
It is your responsibility to undertake your own investigations and enquiries and satisfy yourself of the legal status of the Digital Currency(particularly in Australia). You acknowledge and agree that you use Digital Currencies through the Services at your own risk.
The Services will only support the Digital Currencies we determine from time to time (in our absolute discretion). However, it is your responsibility to ensure that you do not use any Digital Currencies through the Services that are financial products within the meaning of the Corporations Act. It is also your responsibility to ensure that you do not deal in any financial product Digital Currencies through the Services. We will not support financial products in any form.
You acknowledge and accept that:
Liability and indemnity
We shall not be liable for:
If any guarantee, term, condition or warranty is implied into these Terms of Business under the Australian Consumer Law or any other applicable legislation (a Non-Excludable Provision) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for a breach of the Non-Excludable Provision is limited to the supplying of the services again, or the payment of the cost of having the services supplied again.
Subject to paragraphs (d) and (e) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to these Terms of Business or the Website whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to:
Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we are not liable for, and no measure of damages will, under any circumstances, include:
whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability.
You may terminate these Terms of Business at any time by sending us written email Notice and instruction to transfer all Assets to Your Accounts in accordance with clause 10(b) which shall take effect from the later of the date acknowledged by us and the date we cease to hold any Assets for you.
We may terminate these Terms of Business by sending you written Notice which shall specify the date on which such termination shall take effect.
Termination of these Terms of Business pursuant to this clause shall be:
without penalty or other additional payment save that you will pay:
We and you will at all times keep confidential and shall not disclose to a third party any information of a confidential nature or otherwise acquired in connection with these Terms or the Services, except for information which either of is bound to disclose under compulsion of applicable law or by request of regulatory agencies or to our respective professional advisers or, in our case, where disclosure to a third party such as a digital currency exchange, service provider or applicable third party (including any bank) is necessary in order to facilitate the proper performance of the Services to you.
We shall be under no duty to:
comply with all laws applicable to our use and custody of any data we hold about you in connection with the Services (Customer Data) (including but not limited to all applicable privacy laws) or Digital Currency we hold on your behalf;
notify you if we become aware of any unauthorised access to the Customer Data or loss of Digital Currency we hold on your behalf; and
establish and maintain measures and safeguards that are no less rigorous than the measures and safeguards that can reasonably be expected by reasonable, professional and reputable providers of services similar to the Services and are no less rigorous than the measures and safeguards we use for our own business:
Assignment and amendment
These Terms of Business, or any of the rights and/or obligations provided hereunder, may not be assigned or otherwise transferred by you to any other person or entity, whether by operation of law or otherwise, without our express written consent, and any attempted assignment in violation of this prohibition shall be void ab initio and of no effect.
We may assign or transfer these Terms of Business and/or any or all of its rights and/or obligations hereunder at any time to any of our related bodies corporate (as defined under the Corporations Act). Any permitted assignment or transfer of or under these Terms shall be binding upon, and inure to the benefit of the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
Complaints and address for notices
If you have a complaint about us, you should raise it in the first instance with your broker. If you are not satisfied with the response of your broker (or if you prefer not to raise the matter with such person) please contact email@example.com.
Notices, instructions and other communications
All correspondence, notices, certificates and statements of account (Notices) may be provided to you by whatever means unless otherwise required by applicable law. Any Notices from us to you shall be sent to the last email address held for you on our records (as applicable).
All Notices will, in the absence of manifest error, be deemed correct, conclusive and binding on you if not objected to in writing by you within three Business Days of receipt.
Any Notice to be made by you to us shall be sent to your broker’s email address or such other e-mail address provided by us to you for such purposes.
A written Notice shall be deemed to have been received by you:
A Notice or communication made or delivered to us will be effective only when actually received by the appropriate department or officer responsible for the relevant subject matter.
We will not be liable for any partial or non-performance of our obligations caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labour strife, riots, war, non-performance of our vendors or suppliers, acts of God, pandemic or epidemic events, digital currency exchange default, custody provider default, bank default, suspension, failure or closure or other causes over which we have no reasonable control.
We, our suppliers, counterparties, custody providers and applicable third parties such as digital currency exchanges and banks may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt of transactions either temporarily or permanently. Provided that we have taken reasonable commercial and operational measures to prevent such events in technical systems controlled by us, we are not and will not be responsible or liable for any loss or damage of any sort incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of transactions.
You acknowledge and agree that in conducting business with us pursuant to these Terms, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person other than as expressly set out in these Terms.
No failure to exercise or delay in exercising any right or remedy under these Terms of Business shall constitute a waiver thereof and no single or partial exercise of any right or remedy under these Terms of Business shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in these Terms of Business are cumulative and not exclusive of any rights and remedies provided by applicable law.
If any provision in these Terms of Business shall in whole or in part be held by any court of competent jurisdiction to any extent to be illegal or unenforceable under any enactment or rule of law that provision or part shall to that extent be deemed not to form part of these Terms of Business and the enforceability of the remainder of these Terms of Business shall not be affected thereby.
To enable us to comply with our reporting obligations under applicable law, you agree to promptly deliver to us any information that we may reasonably require from time to time.
Governing law and rights of third parties
These Terms of Business are governed by the laws of Victoria.
You and we agree that these Terms of Business (and any non-contractual obligations, disputes or claims arising out of or in connection with them) shall be governed by and construed in accordance with the laws of Victoria.
Any officer (as defined under the Corporations Act) can rely on and enforce the provisions of these Terms of Business relating to any exclusion or limitation of liability applicable to them. Save for our officers, no person who is not a party to these Terms of Business may enforce any of their provisions or rely on any exclusion or limitation of liability contained herein.