Terms and Conditions

General

Last updated 29th May 2020

1.1 Please read the following terms and conditions (Terms) to understand your rights and obligations when accessing our Website, Application, content, products, and services. These Terms operate between you and CryptoSpend.

1.2 CryptoSpend provides the following services to you through the Application:

(a) Token storage services, where Tokens and fiat currency are stored in a multi-currency digital wallet on the Application (Token Storage);
(b) 
Token transfer services, where Token stored in your online CryptoSpend wallet may be transferred to:

(1) another customer’s CryptoSpend wallet; or
(2)
a Token wallet, being either your wallet or another person’s wallet, maintained and operated by a third party (Token Transfer); and

(c) Token spending services, where CryptoSpend leverages the New Payments Platform (NPP) to allow you to sell your Tokens from your CryptoSpend wallet and send funds to an NPP-ready bank account instantly via PayID, Osko and BPAY, using the CryptoSpend Card (Token Spending).

1.3 CryptoSpend may also offer additional services to the Services from time to time. By browsing, accessing or using the Services,you agree to be bound by these Terms. If you do not accept these Terms, you must immediately cease using the Services.

1.4 We reserve the right to amend these Terms from time to time. Amendments will be effective as soon as such changes are notified on the Website and/or within the Application. Your continued use of the Services following such notification constitutes agreement by you to be bound by these Terms as amended. You should regularly review these Terms. Where there is inconsistency between the content on the Website and other content displayed as part of the Services, the content on the Website will prevail.

1.5 These Terms constitute the entire agreement between you and us with respect to their subject matter and supersede all prior agreements and understandings between you and us in connection with the Services.

2. Using The Services

Token Wallet

2.1 Tokens held in the Token Storage may be transferred to another customer’s Wallet or an external Token wallet maintained and operated by a third party. We shall specify the information required to effect a Token Transfer at the point of instruction but, as a minimum, we will require the user to provide:

(a) the address of the recipient’s digital wallet (Wallet); and
(b) the amount to be transferred.

2.2 While we will automatically detect if a recipient of a Token Transfer is a CryptoSpend User, and will run such transactions off-chain and instantaneously, CryptoSpend has no control over, and can only process transactions in accordance with, the instructions we receive from you.
2.3 On that basis, you must verify all transaction information prior to submitting instructions to us. We cannot and do not guarantee the identity of any user, receiver, or other third party.
2.4 We may pass on network fees (miner fees) to process Token Transfers or Token Spending on your behalf. We will calculate the network fee at our discretion, although we will always notify you of the network fee at or before the time you authorise the Token Transfer or Token Spending.
2.5 Once submitted to a Token network, a Token Transfer will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the relevant Token’s blockchain network. Token transactions that are in a pending state will not be transferred to the recipient’s Wallet until such time as the transaction has been confirmed.
2.6 We may from time to time require you to comply with certain procedures for the testing and confirmation of transfers involving Tokens. If you fail to comply with any such procedures for any reason, you:

(a) irrevocably release us and our Affiliates from any claim for any loss howsoever arising, including in respect of any claim that a breach of our information technology systems resulted in you losing Tokens/funds sent or to be received;
(b)
indemnify us, our Affiliate and their Personnel from any loss or damage suffered, including legal costs on an indemnity basis,in connection with any claim; and
(c) acknowledge that we and our Affiliates are entitled to rely on any Wallet address/bank account details provided by you or on your behalf.

2.7 We may, at our discretion, impose daily, weekly,monthly or annual transaction limits on users from time to time.

General payment obligations

2.8 We will not accept an order to stop a transaction once it has been submitted. Except in exceptional circumstances where it is within our control.
2.9 You acknowledge and agree that it is your responsibility to ensure that any payment instructions we receive from the Issuer on your behalf are correct.
2.10 If we are advised that your payment cannot be processed by a third party we will:

(a) advise you of this;
(b)
credit your account with the amount of the payment or take reasonable steps to arrange for your funds to be provided to you.

Sending Funds to BPAY

2.11 You may, using the Application, make payments to BPAY billers (BPAY Payment).  When you request, via the Application, to make a payment using BPAY, you are requesting that we buy the Tokens in your Wallet at the BuyPrice, which will be shown on the Application before the transaction is processed.
2.12 To enable payments using BPAY from theCryptoSpend app, you must provide us with the following information:

(a) Biller Code;
(b) Biller Customer Reference Number; and
(c) the amount you wish to pay.

2.13 You appoint us your agent for the purposes of effecting the BPAY Payments.
2.14
You acknowledge that we shall not be obliged to effect a BPAY Payment if you do not give us all of the above information, if any of the information you give us is inaccurate, or if there are insufficient funds to make the BPAY Payment.

Sending Funds to a Bank Account

2.15 You may, using the Application, request that we,on your behalf, make payments directly to third party bank accounts (Bank Payment).  When you request, via the Application, to make a Bank Payment, you are requesting that we buy the Tokens in your Wallet at the Buy Price, which will be shown on the Application before the transaction is processed.
2.16 You authorise us to then transfer on your behalf to the bank account the amount of funds calculated as the amount of Tokens sold at the Buy Price.
2.17 To enable payments using to a bank account from your CryptoSpend account, you must provide us with the following information:

(a) PayID (where applicable);
(b) BSB;
(c) Bank Account Number;
(d) the amount you wish to pay; and
(e) a reference number or phrase.

2.18 You acknowledge that we shall not be obliged to effect a Bank Payment if you do not give us all of the above information, if any of the information you give us is inaccurate, or if there are insufficient funds to make the Bank Payment.

3. Buy Price

3.1 The Buy Price we use to calculate pre-payments to your CryptoSpend Card or purchases of your Tokens (if there are no pre-paid amounts on your CryptoSpendCard) is the estimated price at a given point which we expect to offer to purchase your Tokens from you.
3.2 The Buy Price is informed by the broader market prices for Tokens which are outside of CryptoSpend’s control and includes our fees which are a percentage of the market price for the relevant Token.
3.3 Our Buy Price is available for reference in the Application.
3.4 Due to the volatile nature of Tokens there maybe circumstances in which the final price achieved from the sale of your Tokens changes between the time transaction is requested and the time it is processed.
3.5 While we take all care to keep the execution price as close to the Buy Price as possible, in the event of a market fluctuation such that the execution price does not match the Buy Price, you will be liable for the difference in the price when the transaction settles.
3.6 If this requires that we sell an additional amount of your Tokens to settle a payment made on your CryptoSpend Card or a BPAY Payment or Bank Payment you irrevocably authorise us to do this.
3.7 If a transaction results in our receipt of an amount greater than $50 above the amount of the intended transfer, we will credit that amount to your account with us or your CryptoSpend Card (depending on the transaction), less any reasonable transaction fee we may charge.

4. Warranties and Disclaimer

4.1 in Australia, our services come with guarantees that cannot be excluded under Schedule 2 to the Competition and Consumer Act 2010 (Cth) (Australian Consumer Law).
4.2 Nothing in these Terms excludes, restricts or modifies or purports to exclude, restrict the conditions,warranties and undertakings arising under the Australian Consumer Law. Our liability for death or personal injury arising from our negligence or for any condition,warranty, right or liability implied in these Terms by law cannot be excluded.  
4.3 The Services are provided to you strictly on an“as is” and “as available” basis. You acknowledge that:

(a) your use of the Services is at your own risk and is also subject to the terms and conditions of the websites, products and services of our Affiliates that you access via our Services;
(b) prior to accepting these Terms you have been given a reasonable opportunity to examine and satisfy yourself regarding the Services which are the subject of these Terms; and
(c) at no time prior to accepting these Terms have you relied on our skill or judgement and that it would be unreasonable for you to do so.

4.4 To the maximum extent permitted by law, all other warranties or conditions which are not guaranteed by law are expressly excluded, including liability for loss of expectations, loss of profits,incidental or consequential loss or damage caused by breach of any express or implied warranty or condition. In particular, we do not warrant:

(a) that your access to the Services will be free from interruptions, errors or viruses; or
(b) the accuracy, adequacy or completeness of  information on the Services (nor do we undertake to keep the Services updated).

4.5 To the extent that we are in breach of any consumer guarantee or any other warranty or condition that cannot be excluded from these Terms:

(a) your sole remedy will be for us to provide the features or services that were previously provided; and
(b) our maximum liability to you is limited to the purchase price of the goods or services you purchased in your last transaction using our Services or $100, whichever is lower.

5. Limitation of Liability

5.1 To the maximum extent permitted by law, we do not accept responsibility for any loss or damage (including indirect, special or consequential loss or damage), however caused and whether or not foreseeable(whether in contract, tort, for breach of statutory duty or otherwise), even if we have previously been advised of the possibility of such loss or damage which you may directly or indirectly suffer in connection with:

(a) your use of the Services or any linked website,content, products and services (together, the linked services) (including interference with or damage to your computer or mobile devices arising in connection with any such use);
(b) the Services being interrupted or unavailable;
(c) errors or omissions from the Services;
(d) any failure or lack of any security measures by us,or any third party including in relation to the storage or transfer of;
(e) viruses, malicious codes or other forms of interference effecting the Services or any linked services;
(f) your use of or reliance on information contained on or accessed through the Services or any linked services, which information may be incorrect, incomplete, inadequate or outdated;
(g) goods or services supplied pursuant to or in anyway connected with the Services;  
(h) unauthorised access to or use of, our servers and/or any information stored on them; or
(i) any failure or omission on our part to comply with our obligations as set out in these Terms.

5.2 We do not accept responsibility for inaccuracies or errors in any information about, or advertisements in respect of, goods and services, contained in the Services which are supplied by our Affiliates. The placement of such advertisements does not constitute a recommendation or endorsement by us of the relevant goods or services and the third party or owner of the linked services is solely responsible for any representations made in connection with information in respect of it and its goods and services displayed on the Services.
5.3 To the maximum extent permitted by law, you agree to indemnify and keep indemnified CryptoSpend, our Affiliates and their Personnel against any action, liability, cost, claim, loss, damage, proceeding or expense suffered or incurred directly or indirectly arising from your use of the Website, Application or Services, or from your violation of these Terms.

6. Your Acknowledgements and Warranties

6.1 In using our Services, you acknowledge and agree that:

(a) these Terms apply between you and CryptoSpend only;
(b) Tokens are highly volatile and require a sophisticated knowledge of information technologies and blockchain technology as well as security systems to properly secure;
(c) we will be unable to assist you if you lose your password(s) and credentials, whether or not those password(s) or credentials was generated by us or an Affiliate;
(d) any price estimates in relation to Tokens given through the Services are estimates only, and may differ from estimates provided based on fluctuations in exchange rates, market volatility, changes in market volume or liquidity or transfer delays which are out of our control;
(e) all transaction requests made through the Services are irreversible once completed;
(f) there is a risk of malicious actors seeking to interfere with our Services and that we expressly disclaim any liability for loss associated with that circumstance;(g)          you are solely responsible for your tax affairs and for any tax which may be payable as a result of your use of our Services;

6.2 In entering into these Terms, you represent andwarrant to us that: using our Services, you acknowledge and agree that:

(a) any Relevant Information provided to us is accurate and complete;
(b)we, and our Affiliates, will be entitled to rely on the accuracy and completeness of any Relevant Information provided by you;
(c) it has not entered into these Terms in reliance on or as a result of any statement or any conduct of any kind or on behalf of any other person;
(d) you have independently satisfied yourself in respect of all matters in connection with these Terms;
(e) the execution of the Terms does not and will not violate any other agreement to which you are bound or any law, rule,regulation, order or judgement to which you are subject;
(f) you will not infringe or violate any of the Terms;
(g) you possess the legal authority to enter into these Terms and to form a binding agreement under any applicable law, to use the Service in accordance with these Terms, and to fully perform your obligations hereunder;
(h) if you use the Service on behalf of a business,corporate or charitable entity, you represent, warrant and agree:

(1) that you are duly authorised under any applicable law to represent such entity in connection with these Terms and toc ommit it to be bound by these Terms;
(2) make all representations and warranties herein on both your and its behalf; and
(3) 
personally guarantee performance by such entity;

(a) you possess the knowledge and judgement necessary to decide whether to use the Service or otherwise engage with other use of the Service;
(b) you are solely responsible for complying with applicable laws regarding use of the Service and the services of our Affiliates including, without limitation, the determination of whether use of our Services complies with laws applicable to you;
(c) you shall obtain independent professional advice(including financial, legal, accounting, commercial and any other advice) to protect your interests before using our Services. You acknowledge that there is no professional relationship (including any attorney-client or advisor-advisee relationship) between you and us, or our Affiliates; and
(d) you have read and agree to assume the risks identified above.

7. Specific Warnings

7.1 You must ensure that your access to the Services is not illegal or prohibited by laws which apply to you in the jurisdiction in which you are located.
7.2
You must take your own precautions to ensure that the process which you employ for accessing the Services does not expose you to the risk of viruses, malicious computer code or other forms of interference emanating from the Services (or any linked services) which may damage your own computer system.
7.3
You agree that you will not rely on any information contained on the Website or Application, or the availability of such information and that any decision you make in relation to the Services will be as a result of your own independent assessment of such information.

8. Copyright

8.1 The content of the Services (including its “look and feel”, text, graphics, images, logos, icons, photographs, editorial content, sound recordings, software and other material) is owned by us or licensed to us by third parties and protected under applicable laws.
8.2 Other than for the purposes of, and subject to the conditions prescribed under, the CopyrightAct 1968 (Cth) and similar legislation which applies in the jurisdiction in which you are located, and except as expressly authorised by these Terms or in writing by us, you may not in any form or by any means:

(a) copy, adapt, reproduce, store, distribute,print, display, perform, publish or create derivative works from any part of theServices; or
(b) commercialise any information, products or services obtained from any part of the Services.

9. Restricted Use

9.1 The Services are provided for your personal, non-commercial use only.
9.2 You warrant to us and agree that you will not use the Services for a Restricted Use.
9.3 You warrant to us and agree that you are 18 years of age or over and have full legal capacity to use the Services in both under the laws of the European Union, Australia, the laws of the jurisdiction in which you reside.
9.4 If we become aware that you are under 18 years old and have used or accessed or are using or accessing the Services, we may terminate or suspend your account without notice to you and any Tokens in your account may be forfeited and we will have no further obligations to you.  Once your account is cancelled, it cannot be re-activated and we reserve the right to deny you access to the Services.
9.5 You may not modify, copy, distribute, transmit, display,perform, reproduce, publish, licence, commercially exploit, create derivative works from, transfer, or sell any content, software, products or services contained within or derived from the Services without our prior written approval.  
9.6 You are authorised to print one copy of any information contained in the Services for your personal, non-commercial use.You may not use the Services, or any of their content, to further anyc ommercial purpose, including any advertising or advertising revenue generation activity on your own website.

10. Links in the Services

10.1 The Services may contain links to linked services.Those links are provided for convenience only and may not remain current or be updated by us.
10.2 We are not responsible for the content or privacy policies or practices of persons or companies associated with linked services. We will not be liable to you or any other person for any loss or cost arising in respect of use or access to linked services. When you access any linked services you do so entirely at your own risk.
10.3 linked services should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked services, or of any information, graphics, materials, products or services referred to or contained on those Linked Websites, unless and to the extent stipulated to the contrary.

11. Links to the Website

11.1 We do not grant you any intellectual property rights in anything (including information and content such as films, sound recordings, literary works and artistic works, whether in a material form or not) on or accessible via the Services (Materials).
11.2 You must not reproduce the Materials or communicate the Materials to the public (including via any form of linking)without our prior written approval. Any permitted use or disclosure (including reproductions and communications to the public) of any Materials by you are on the basis that:

(a) such use and disclosure is at your own risk,including the risk of being sued for intellectual property infringement or misleading or deceptive conduct;
(b) you ensure that all links to Materials are presented or able to be used in a way that makes it clear to a viewer or user of the links or linked materials that the source of the Materials is the Services;
(c) you ensure that anyone who uses or reproduces your links to the Materials does so on the same terms as a person who accesses the Materials directly from the Services;
(d) you ensure that anyone who uses or reproduces your links to the Materials is not able to circumvent the limits (including technological restrictions and as to location) applying in respect of the Materials were the Materials to be accessed or sought to be accessed directly from the Services rather than via their links;
(e) you do not link the Materials in a way that damages or takes advantage of our reputation, including in a way that suggests or implies that you have any association or affiliation with us or approval or endorsement; and
(f) you otherwise comply with our directions,including any take down or cease or desist directions.

12. Proper Use

12.1 You must only use the Services for lawful purposes. You are prohibited from doing any act that we, acting reasonably, consider to be inappropriate, or which is unlawful or prohibited by any laws applicable to the Services, including but not limited to any act which would constitute a breach of privacy, using the Services to defame or libel us, our employees or any other person.
12.2 You must not:

(a) reverse engineer the code contained in the Services or upload files which contain viruses or malware which may cause damage to our property or the property of other individuals or post or transmit to our Services any material which we have not authorised including material which is, in our sole opinion, likely to cause annoyance, or which is racist, defamatory,obscene, threatening, pornographic or otherwise or which is detrimental to or in violation of our security protocols;
(b) damage,disrupt, interfere with or misuse the Services, including by data mining, hacking,data harvesting or scraping or using similar data gathering and extraction tools in respect of the Services;
(c) launch any automated program or script, including web crawlers, web robots, web indexers, bots, viruses or worms or any program which makes multiple server requests per second or impairs the operation and/or performance of the Services;or
(d) use any device, software or routine intended to damage or interfere with the proper working of the Services or to intercept or sequester any system, data, images or other multimedia elements from the Services.

13. Visitor Material

13.1 Other than information about an identifiable individual, which is covered under our Privacy Policy, any material you post, transmit or upload to the Services (including without limitation, reviews) (Visitor Material)will be considered non-confidential and non-proprietary.
13.2 You consent to any act or omission which would otherwise constitute an infringement of your moral rights you may have in respect of Visitor Material. This consent survives any termination of these Terms.
13.3 You agree that we will have no obligations with respect to any Visitor Material,and that we and anyone we designate will be free to copy, disclose, distribute,incorporate and otherwise use any Visitor Material and all data images, sounds,text and other things embodied in the Visitor Material for any and all commercial and non-commercial purposes.
13.4 by posting, uploading or transmitting any Visitor Material, you represent and warrant that any Visitor Material does not and will not:

(a) breach any applicable law;
(b) contain any viruses or any other harmful program;
(c) contain any defamatory, obscene or offensive material;
(d) promote violence or discrimination;
(e) infringe the intellectual property rights of another person;
(f) breach any legal duty owed to a third party (such as a duty of confidence);
(g) promote illegal activity or breach the privacy of any other person;
(h) be threatening, abuse or invade another person’s privacy or be likely to harass,upset, embarrass or annoy any other person;
(i) give the impression that the Visitor Material originates from us;  
(j) be used to impersonate another person or to misrepresent your affiliation with another person; or
(k) contain any unsanctioned advertising, promotional materials, or other forms of unsanctioned solicitation, including without limitation, junk mail, spam, chainletters or any unsolicited mass distribution of email.

13.5 The prohibited acts set out in clause 13.4 are not exhaustive.  We reserve the right (but do not undertake,unless required by law, any obligation) to edit or remove any Visitor Material without notice to you, in our sole discretion.
13.6 You grant us an irrevocable, perpetual, exclusive, transferable, royalty free worldwide licence to use, copy, modify and distribute any Visitor Material in any manner we think fit (including without limitation, by reproducing, altering or communicating the Visitor Material to the public). You also grant us the right to sub license these rights.
13.7 All Visitor Material contained on the Services is for information purposes only and does not constitute advice from us. Visitor Materials reflect the opinions of users who have used the Services and any statements, advice or opinions provided by such persons are theirs alone. To the maximum extent permitted by law, including any restrictions contained in the Australian Consumer Law, we assume no responsibility or liability to any person for any Visitor Materials, including without limitation, any errors, defamatory statements, obscenity, omissions or mis representationsin any such Visitor Materials.

14. Promotions

From time to time we may make certain offers, or carry out promotions or contests. Additional terms may apply to those offers, promotions or contests and you must agree to those additional terms. In the event of any inconsistency between these Terms and the terms of any offer, promotion or contest, the terms of the offer, promotion or campaign prevail over these Terms to the extent of any inconsistency.

15. Privacy Policy

We undertake to comply with the terms of our privacy policy which is available on our website.

16. Security of Information

16.1 No data transmission over the internet can be guaranteed as totally secure. Whilst we strive to protect such information, we do not warrant and cannot ensure the security of any information which you transmit to us.
16.2 Any information which you transmit to us is transmitted at your own risk. Once we receive your transmission, we will take reasonable steps to preserve the security of such information.

17. Service Access

While we endeavour to ensure the Services are available twenty four (24) hours a day,we are not under any obligation to do so, and will not be liable to you if the Services are unavailable at any time or for any period.  Your access to the Services may also be restricted at our discretion.

18. Termination of Access

Your access to the Services may be terminated at any time by us without notice to you. Following termination we will have no further obligations or liabilities to you.  Any exclusions of liability or other provisions contained in these Terms which by their nature survive termination of these Terms will survive any such termination.  

19. Severability

If any provision of these Terms is held to be illegal, invalid or unenforceable,in whole or in part, under any law, such provision or part thereof will to that extent be severed and deemed not to form part of these Terms but the legality,validity and enforceability of all other provisions of these Terms will not be affected.

20. Governing Law

These Terms are governed by the laws in force in the State of New South Wales and you agree to submit to the exclusive jurisdiction of the courts of that State in respect of any dispute arising from these Terms.

21. Definitions

(a) Affiliate means a third party with whom we have entered into an agreement to assist our provision of the Services, and to or from which you hereby instruct us to obtain or send data, including payment instructions;
(b) AML/KYC means anti-money laundering and know your customer;
(c) Application means our Android and iOS versions of the CryptoSpend app;
(d) CryptoSpend,we, us and our and similar terms are a reference to Cryptospend Pty Ltd (ACN 630 245 813) and our related entities;
(e) Personnel means any employee, contractor, subcontractor, agent, partner, shareholder,ultimate beneficial owner, director or officer of a party;
(f) Restricted Use includes, but is not limited to:

(1) Multi-level marketing businesses (MLM);
(2) Purchase, sale or promotion of drugs, or drug paraphernalia, or items that may represent these uses;
(3) Rebate based businesses;
(4) Sales of money-orders or foreign currency;
(5) Up-sell merchants;
(6) Items deemed to be illegal by any local, state or federal legislation

(a) Tokenmeans any cryptographic token or digital asset available to be transacted through the Services;
(b) Wallet meansa digital wallet accessible through the Website or CryptoSpend App where you can store Tokens;
(c) Website means https://cryptospend.com.au/ and any other website that we may operate from time to time.