Terms of Services

SDCE Terms of Service

Thank you for choosing sdce.com.au (the "Site"). The following terms and conditions of service (these "Terms of Service") apply to customers of the Site. These Terms of Service ("Terms") set out the conditions under which Sydney Digital Currency Exchange Ltd ACN 624 787 364 (the "Company") offer the use of its trading and payment platform (the "Platform") to Users.

Please read these Terms carefully. Your use of the Platform indicates your acceptance of and agreement with these Terms.

By using any of the services, functions, or features offered from time to time on the Site (collectively or individually, the "Services"), the customer (referred to herein as "you" or "your") agrees to these Terms of Service.

By creating an account on the Site or by using any of the Services, you acknowledge that you have read, understand, and completely agree to these Terms of Service in effect from time to time. If you disagree with these Terms of Service or with any subsequent amendments, changes, or updates, you may not use any of the Services; your only recourse in the case of disagreement is to stop using all of the Services.

These Terms of Service may be amended, changed, or updated by SDCE at any time and without prior notice to you. You should check back often to confirm that your copy and understanding of these Terms of Service is current and correct. Your non-termination or continued use of any Services after the effective date of any amendments, changes, or updates constitutes your acceptance of these Terms of Service, as modified by such amendments, changes, or updates.

The use of the Site and any Services is void where prohibited by applicable law.

1.Interpretation:

Definitions: In these Terms of Service and all documents incorporated herein by reference, the following words have the following meanings unless otherwise indicated:

"AML" means anti-money laundering;

"CTF" means counter-terrorist financing;

"Digital Currency" means blockchain-based assets or rights, or other similar digital representations of rights or assets, including bitcoins, Litecoins, and Ethers;

"Person" includes an individual, association, partnership, corporation, other body corporate, trust, and any form of legal organization or entity;

"Personal Information" means information about an identifiable individual, business, organization, or other entity, but does not include the name, title, business address, or telephone number of an employee of a business, organization, or other entity;

"Service" means any of the services, functions, or features offered on the Site;

"Site" means the Internet website www.sdce.com.au;

"You" or "your" means the customer.

"Deposited Currency" means the authorized currency of Australia or such other sovereign nation as is acceptable to the Company and held in a User's account.

"Commission" means an amount levied as payment to the Company for arranging and matching a Transaction. A Commission is generally levied as a percentage of the value of a Transaction.

"Fee" means an amount levied by the Company in relation to a User's Account. It may be levied against a particular User's Account or in respect of a class of Accounts or across all Accounts. Fees may also be levied in respect of specific services provided to Users.

"Instruction" means an offer to buy or offer to sell Digital Currencies through the Platform at the price, if any, nominated in such Instruction plus any applicable Commission.

"Transaction" means the purchase or sale of Digital Currencies arising from an Instruction.

User” or “Users” means the customer or any other third parties who uses/accesses the Site.

2. Company's Authority

The Company is not a principal in any Transaction. In giving an Instruction, the User appoints the Company as its agent to match the User's Instructions to buy or sell the specified Digital Currencies at the price nominated by the User against Instructions from other Users. Upon matching, all Transactions will be subject to immediate settlement and delivery, and any Instruction is irrevocable authority from the User to the Company to access the User's Account to settle the Transaction and deduct any Commission or Fee or other amount owing to the Company under these Terms or for any other reason. Nothing in this website is intended to be or should be taken as financial, legal or taxation advice. Users should seek their own financial, legal, tax and accounting advice as to the likely outcomes for them of trading Digital Currencies.

3. Execution Policy

In general, the Company will execute Transactions in the order in which they are placed by Users, but having regard to the price at which the Instructed Transaction is placed. However, the Company reserves the right to put Instructed Transactions on hold, or only fill them in part. This would usually occur where the Instructed Transaction is large and /or there is insufficient demand from other Users to transact in that volume or at that price.

4. Users' Accounts

4.1 Approved Users will receive a Member Account and corresponding password.

4.2 You agree not to share your login details or password (including security or verification codes received via your mobile phone or email) with any third parties. Any use of your Member Account using your login details will be deemed to be the actions of you. 

4.3 We may require you to add Enhanced Security to your Member Accounts by adding, including but not limited to, SMS-based and/or two factor authentications.

4.4 You should ignore any emails that appear to come from us that request your security information or login details. These emails may come from other parties seeking to use this information to access your accounts. We will not request this information, except through the Website.

4.5 You are liable for all activities and events carried out using your Member Account, including any fraudulent, illegal or unauthorised Digital Asset Transactions or other activities.

4.5 You must promptly notify us if you believe your login details have been compromised or your Member Account has been accessed without your authorisation. We may agree to suspend your Membership Account on your notification. Under no circumstances shall we bear any liability for such security breaches that have arisen before action is taken (even when there is a delay in us actioning a Suspension on your Member Account), including but not limited to any loss that you may sustain. 

4.6 All costs taxes or fees that are incurred by you in the course of using the Services provided by the Website shall be solely borne by you. 

4.7 If you fail to log into the Website using your Member Account number and password for an uninterrupted period of one year, we reserve the right to revoke your Member Account. 

4.8 You must use the Website in good faith in accordance with this Agreement and applicable laws or regulations.

4.9 You must not use the Website to engage in any illegal transaction activities, such as money laundering, smuggling, bribery or illicit activities or to interfere with the rights of any third party. We may suspend or terminate your Member Account where we suspect you are using your Member Account for unlawful purposes.

4.10 You must not use any technical or other means to interfere with the normal operation or availability of the Website or interfere with the other users' use of the Services. 

4.11 The Company reserves the right in its sole discretion to suspend or terminate your account or any transaction at any time without notice to you.

5. Account Transfers

The User may deposit Deposited Currency into their Account by way of direct bank transfer or POLi Payments and etc. Deposits made via POLi Payments are subject to the POLi Payments terms and conditions, including any fees levied by POLi Payments.

Deposits and withdrawals of Deposited Currency made by way of bank transfer are subject to the relevant bank's transfer terms and conditions. These terms and conditions as they apply to the bank account maintained by the Company. Deposits and withdrawals of Digital Currencies are made within the Platform. Upon sign up the Platform designates a deposit address for each User, which is specified by reference to Digital Currency type Bitcoin vs Litecoin). Users will be able to send Digital Currencies to this designated deposit addresses. Users must not disclose their designated deposit address to any person other than when transferring Digital Currencies to or from their Account. For security reasons, a new deposit address is issued for each Digital Currency transfer, although each deposit address ultimately points to the User's Account.

Users acknowledge that:

(a) The networks by which Digital Currency transfers occur are outside of the Platform. The Company gives no guarantee of and takes no liability for the security of the Digital Currency transfer network. Losses of Digital Currencies may occur due to use of the Digital Currency transfer network which are outside of the control of the Company;

(b) The speeds of the Digital Currency transfer networks are outside of the control of the Company. It may take some days for a transfer of Digital Currencies to a User's Account (deposit) to be received by the Platform, or for a transfer of Digital Currencies from a User's Account (withdrawal) to be effected. The Company is not liable for any consequences of failures of Digital Currency deposits or withdrawals to be effected in a timely manner.

The Company is not obliged to accept any deposit of Digital Currencies or Deposited Currency to any Account.

6. Fees and Commissions

The User acknowledges that the Company may charge Fees in respect of the Account and Commissions on Transactions. Such Fees and Commissions are set out in the Company's website and may be updated from time to time by the Company. Any updated Fees and Commissions apply from the date that the updated Fees and Commissions are set out on the Company's website. The Company will endeavour to notify Users through their User Accounts in advance of any changes to Fees or Commissions.

The Company is authorized to deduct from the proceeds of any Transaction or from a User's Account the Commission payable in respect of any Transaction and any other Fees levied upon the User's Account.

7. Limitations on the Use of the Platform

The Company in its absolute and sole discretion may: 1) restrict the number of open Instructions a User may have on the Platform at any one time; 2) restrict the ability of a User to change or cancel a posted Instruction per any unit of time; 3) periodically define the incremental values for Instructions on the Platform; and 4) cancel in whole or in part Instructions that do not adhere to these limitations.

8. The Company's Obligations

The Company warrants and represents:

  • it will use all reasonable care and skill in facilitating the matching of Instructions of the Users via the Platform to conclude Transactions;
  • the trading price for a Transaction is calculated on the basis of actual matched offers made by other Users participating in the bidding process on the Platform combined with the applicable Company's commission (if any); and
  • it shall comply with the laws and regulations relating to offering the Platform in Australia.

9. User's Obligations and Acknowledgements

You warrant to us that you are a bona fide user of SDCE’s Platform and Services for purposes of trading Coins.


Obligations:

You must not:

1.     Engage in any restricted or criminal activities, including but not limited to:

a.     Terrorist financing;

b.     Money laundering;

c.     Illegal gambling;

d.     Distributing or funding drugs and drug paraphernalia; and

e.     Malicious hacking.

2.     Knowingly or recklessly provide us with inaccurate or incomplete information through the Platform;

3.     Use SDCE’s Platform and Services for the purpose of obtaining, processing, distributing, viewing, assessing, analysing, copying or replicating any information, methods or processes related to the Platform (including without limitation by way of data scraping, the use of collection or accumulation tools and robotic or scripted responses);

4.     Reverse engineer, disassemble or otherwise attempt to construct, copy or replicate the Platform’s source code, formulas or processes;

5.     Interfere with the security of the Platform or the safe use of the Platform by others (including without limitation by way of distributing viruses, corrupted files or other similar software or programs that may damage the operation of any computer hardware or software or which are otherwise directed at the Website or its users);

6.     Use this Platform for any purpose that is unlawful or prohibited or in a way which infringes the intellectual property rights or other rights of any person (including us);

7.     Knowingly or recklessly use and/or take advantage of a technical or technological error, loophole or glitch on SDCE’s Platform and Services;

8.     Use the Platform or the information contained in it for commercial purposes which are competitive to the Platform or our business or which would otherwise be detrimental or prejudicial to our interests in any way;

9.     Use systematic, repetitive or other related methods which are designed to generate or obtain repetitive and repeated amounts of data or other information from or to the Platform or which may otherwise place an unreasonable load on the infrastructure of the Platform;

10.  Publish, post, distribute, disseminate or send ‘spam material’ or engage in any communication that is offensive, false, unlawful, defamatory, indecent, unfair or inappropriate in any way to others, which would reasonably be considered ‘spam’ or which is deliberately false, misleading, or deceptive (or likely to mislead or deceive);

11.  Collect or store personal data about other users of the Platform; or

12.  Do anything else which may interfere with or negatively affect the operation of our Platform, Services or others users.

SDCE encourages users to report any problems or vulnerabilities with our Platform and Services by submitting a support request on our website or emailing us at Support@SDCE.com.au. If you notify us in good faith, we will not restrict your use of our Platform or Services.

10. Liability

These Terms of Service limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability arising from your use of our website and all products/services in relation to it. By using our website, you hereby indemnify us from any present or future liabilities.

Content: The contents on our website are provided for general information only. We do not intend for this information to be any professional advice that you should rely on when investing or conducting any other activities. Please seek professional advice and refrain from taking any action solely based on the contents of our website.

Virus: We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our website or to your downloading of any content on it, or on any website linked to it.

Third-Party Websites: We assume no responsibility for the content of websites linked on our website. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them. Once you leave our website, you agree that we are in no way responsible for any of those external sites including, without limiting, any content, policies, failures, promotions, products, services or actions and/or any damages, losses, failures or problems cause by or relating/arising from that website.

To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our website, or any content on it, and / or to the services, whether express or implied.

SDCE will not be liable to you (whether under the law of contract, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website and/or our services:

·       for any use of, or inability to use, our site and/or our services;

·       for any use of or reliance on any content displayed on our website;

·       for any indirect, special or consequential loss; or

·       for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if a loss was foreseeable, or if SDCE has been expressly advised you of the potential loss.

Without prejudice to the limitations and exclusions set out above, to the extent that SDCE is liable to you, whether in contract (including under any indemnity or warranty), in tort (including negligence), for breach of statutory duty, or otherwise, under or in connection with these terms, SDCE’s liability to you is limited to the balance in your SDCE wallet at the date on which the relevant claim arose.

11. FINANCIAL ADVICE

For the avoidance of doubt, SDCE does not provide any investment advice in connection with the Services contemplated by these Terms of Services. We may provide information on the price, range, volatility of Digital Currency and events that have affected the price of Digital Currency, but this is not considered investment advice and should not be construed as such. Any decision to purchase or sell Digital Currency is your exclusive decision at your own risk and SDCE will not be liable for any loss suffered.

12. AMENDMENTS

SDCE may amend or modify the Terms of Service by posting on the SDCE website our amended Terms of Service. The new Terms of Service will be effective immediately after it is posted on the website. If you do not agree with the amendments, your sole remedy is to terminate your use of our website and close your account. You agree that SDCE will not be liable to you or any third party for any modification or amendment of the Terms of Service or any circumstance arising from the suspension or termination of your account.

13. CHANGE IN CONTROL 

In the event that SDCE is acquired or merges with a third-party entity, SDCE reserves the right to transfer or assign the information SDCE has collected from you as part of such merger, acquisition, sale, or other change of control. By using our website, you have expressly authorised SDCE to do so.

14. SURVIVAL

All provisions of these Terms of Service which by their nature extend beyond the expiration or termination of these Terms of Service, including, without limitation, sections pertaining to suspension or termination, Company Account cancellation, debts owed to Company, general use of the Company Site, disputes with Company, and general provisions.

15. FORCE MAJEURE 

SDCE will not be liable for any delays, failure in performance or interruption of service which results directly or indirectly from any cause or condition beyond its reasonable control, including, but not limited to any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond Company’s reasonable control and shall not affect the validity and enforceability of any remaining provisions.

16. MISCEALLEANOUS

16.1 SDCE manages the SDCE system with due care. Nevertheless, a platform for the exchange of cryptographic blockchain-based digital information units combines various new fields of experimental technology and it is very likely that interruptions, failures and other problems occur. SDCE gives no guarantee with respect to finding solutions for any such problems as soon as possible. SDCE assumes no responsibility other than to try to find solutions and therefore assumes no liability whatsoever for any damage caused by interruptions of the SDCE system because any such interruptions are immanent in an experimental field of technology.

16.2 Each SDCE Client is aware that technology-based systems like the SDCE system need maintenance work and development work and that for such work interruptions of the system (planned and unplanned) are necessary and system immanent.

16.3 SDCE shall

16.3.1 via business clients only liable for any direct and foreseeable damage in the case of intent or in cases physical damages of persons negligently caused by SDCE.

16.3.2 via consumers only liable for any direct and foreseeable damage in the case of intent, gross negligence or in cases of physical damages of persons negligently caused by SDCE.

16.3.3 shall in no case be liable for indirect damages, consequential damages, especially regarding damages to other software, lost profit, pure property damages of the SDCE Client or third-party damage.

16.3.4 in particular not be liable for damages caused by interruptions of the SDCE system which are necessary for maintenance work or to avoid network disturbances and/or which are caused by inevitable occurrences which are outside SDCE’s control (e.g. energy network disturbances; regulatory authority interference or on-site visits; strikes, riots, environmental causes like earth quakes, storms, etc; wars or national or international conflicts with and without arms; international or national sanctions against certain products, services, persons, countries; legal limitations to cryptographic blockchain-based digital information units at any time or place worldwide; network interference, computer failures or criminal activities through third parties (for example hacking).

16.3.5 not be liable for and cannot guarantee that the security certificates displayed on https://www.SDCE.com.au/ is completely secure.

16.3.6 not be liable for any loss of customer data (e.g. due to hacker attacks) which are beyond SDCE’s sphere. A SDCE Client shall be informed immediately about the loss of data.

16.3.7 assume no liability for (i) stored Digital Currency in any hot and/or cold wallet for a SDCE Client; (ii) information of the SDCE Client used for transactions into or out of the SDCE system, (iii) transactions into or out of the SDCE system, (iv) a SDCE Client or person using websites or services, not provided by SDCE such as third party wallet services or any other services of any third party and (iv) any user’s login data, SDCE Client login data, 2FAIC data, or other user data. In using websites or services, not provided by SDCE such as wallet services or any other services of any third parties, SDCE expressly disclaim any liability for the third-party services and are not responsible for the performance of the third-party services or supplier. Each SDCE Client uses these services completely at his/her/its own risk. Funds sent to such third parties cannot be reverted, as these parties are not willing to. SDCE can and will not check the reliability of these third parties. SDCE has no obligation to contact or solve the problem with any third party.

16.4 SDCE undertakes to care for the Digital Currency stored by the SDCE Client to the extent to which it is reasonably technically manageable in the SDCE system and endeavours to store the majority of these “cold” – meaning offline.

16.5 SDCE Clients may not transfer Digital Currency out of the SDCE system in an ICO (Initial Coin Offering), or a comparable offer where digital currency or assets are returned, to the respective Smart Contract unless specifically authorised by SDCE. Should a SDCE Client, in spite of the sentence above, do so anyway, the returned digital currency or assets will be credited to SDCE. The user accepts to meet these regulations and agrees to help the support with the return of the digital currency or assets. Thus, SDCE is entitled to a reimbursement of costs.

16.6 If any provision of these Terms of Service is deemed invalid or unenforceable by a court of competent jurisdiction, the provision will be enforceable to the maximum extent permissible and the remaining provisions remain in full force and effect.

16.7 These Terms of Service and User's use of the website and the Platform will be governed by the laws of New South Wales Australia. All Users submit to the non-exclusive jurisdiction of the courts of New South Wales.

17. Contact us

To contact us, please email support@sdce.com.au.