1. Huobi Australia Pty Ltd (the Company) is a company incorporated in Australia governed by the laws of Victoria, Australia. The Company operates a digital currency exchange platform and other services via the website https://www.huobi.com.au (the Website).
2. These terms govern the use of the Website. By registering to use the Website, you agree to accept and comply with these terms. Before using the Website, we recommend that you seek independent legal and financial advice on the implications of using this Website the trading in cryptocurrencies. Digital Currency Trading is considered high risk.
3. In these terms, "we", “us” or "our" refers to the Company and "you" or "your" refers to users who have registered to use the Website. Capitalised terms have been defined below.
4. We may, at our option, offer the content on the Website in multiple languages. The English language version shall prevail in the event of any conflict between a different language version and the English version.
6. By using the Website, You are liable for any transactions initiated on your account and losses (if any) resulting from those transactions.
7. We do not issue financial products or provide financial services in relation to our digital currency exchange services.
Notice of Risks Associated With Digital Assets
8.By using the Website, you acknowledge that you are aware of the risks associated with Digital Asset Transactions, including but not limited to:
- •Digital Assets are not offered by any government, financial institution, corporation or the Website, nor are they backed by any government or other legal entities, or by commodities such as gold or silver;
- •Digital Assets are based on technology and trust. There is no central bank that can take corrective measure to protect the value of these assets in a crisis or issue more assets;
- •Fiat Money is held in an account in the name of a Local Company. While the Local Company is obliged to hold the account, and all moneys in the account, on trust for the Company, there is a risk that the Fiat Money may be misappropriated as a result of fraud, wilful default, negligence or other misconduct by the Local Company or a third party;
- •The Digital Asset market is new and unconfirmed, and will not necessarily expand;
- •Digital Assets are primarily used by speculators, and are used relatively less on retail and commercial markets;
- •Digital Asset Transactions are highly risky, due to the fact that they are traded throughout the day without limits on the rise or fall in price, and market makers and global government policies may cause major fluctuations in their prices;
- •Digital Asset Transactions may be suspended or prohibited at any time due to the enactment or modification of national laws, regulations and regulatory policies; and
- •Digital Assets Transactions are highly risky and therefore not suitable for most people. You acknowledge and understand that investment in Digital Assets may result in partial or total loss of your investment and you acknowledge that you have decided the amount of your investment on the basis of your loss-bearing capacity. I you have any doubt, we recommend you seek assistance from a financial adviser first.
9. You further acknowledge the above list of risks is non-exhaustive and there may also be unpredictable risks. Except as described below, we are not responsible for any losses of any nature arising from your use of the Website.
Eligibility for Registration
10. By Registering on the Website you confirm and acknowledge that:
- •You are a natural person over the age of 18, an Authorised Agent or other organisation with the ability to enter into an agreement;
- •All Digital Assets involved in your transactions through the Website are legally acquired and owned by you;
- •the information provided by you at the time of Registration is true and accurate and you will update your Registration information if it changes, in a timely and accurate manner;
- •The mobile phone details provided by you on Registration are registered in your name;
- •You agree to comply with any and all relevant laws, including the reporting to the Australian Tax Office of any income, gains and transactions for tax purposes and acknowledge the Company has no obligation to inform you of such laws or applicable taxes;
- •This Agreement is only binding on the rights and obligations between the Company and you and the Company is not a party to any transactions of Digital Assets between you and other Members of the Website, and between other websites / companies and you; and
- •You are not a citizen, resident or national of the United States of America. USE OF THE SERVICE BY CITIZENS, RESIDENTS OR NATIONALS OF THE UNITED STATES OF AMERICA IS PROHIBITED.
11. We may reject an application for Registration at our sole discretion and without providing our reasoning to you.
12. To register to use the Website, you must:
- •provide a valid email address, mobile phone number and any other information requested on the Registration page of the Website; and
13. Approved users will receive a Member Account and corresponding password.
14. 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.
15. 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 authentication.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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.
21. No Service on the Website may be paid for by credit card or via direct ATM/cash deposits, unless we agree otherwise. All Services must be paid for by bank transfer or the direct transfer of Digital Assets.
22. You must use the Website in good faith in accordance with this Agreement and applicable laws or regulations.
23. 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 immediately and without notice suspend or terminate your Member Account where we suspect you are using your Member Account for unlawful purposes.
24. 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.
25. You must not post, upload, send or distribute through the Website any inappropriate, defamatory, abusive, profane, infringing, obscene, indecent, obscene or unlawful material or information.
26. You must not "data mine" or in any way copy or reproduce the Website or circumvent the Website's structure or presentation.
27. You must not gain, or attempt to gain, unauthorised access to the Website.
28. You may not intentionally or unintentionally defame or disparage the business goodwill of the Website or the Company.
29. You have the right to terminate your use of the Services provided by the Website at any time, provided that any trades initiated by you will be completed prior to termination and any outstanding fees have been paid.
30. 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.
Content of Services
31. The Website provides an online transaction platform service for Members to engage in Digital Asset Transactions through the Website.
32. The Company is not a party to, nor does it participate in, the Digital Asset Transactions conducted via the Website.
33. You are able to browse the real-time quotes and transaction information of Digital Asset products on the Website, to submit Digital Asset Transaction instructions and to complete the Digital Asset Transaction through the Website.
34. You are able to view information under your Member Account on the Website and to use the functions provided by the Website.
35. You may to participate in the website activities organised by the Website in accordance with the rules of activities posted on the Website.
36. Other services that the Company may include in the Website and advertise from time to time.
37. We reserve the right to modify, suspend or terminate the Services offered by the Website, at any time, and the right to modify or suspend the Services without prior notice to you.
38. If we terminate one or more of the Services offered by the Website, such termination by the Website will take effect on the date of announcement of such termination on the Website.
39. We reserve the right to delete any content and information which does not conform to laws and regulations or the rules of the Website at any time, and exercise of this right is at our sole discretion and is not subject to a prior notice to you.
Amendment of this Agreement
40. We reserve the right to amend this Agreement from time to time, and disclose such amendment by way of announcement on the Website without sending a separate notice to you of your rights, unless required by law.
41. The date any amendment is made will be indicated on the first page of the Agreement.
42. Any amendments to the Agreement will take effect immediately upon announcement on the Website.
43. It is your responsibility to review this Agreement from to time and to remain informed as to any amendments. If you continue to use the Services offered by the Website, you will be deemed to have accepted and agreed to be bound by the then current Agreement.
Acknowledgement of Services
44.You acknowledge that:
- •The Website is a venue for you to obtain Digital Asset information, find trading counterparties, hold negotiations on and effect transactions of Digital Assets but under no circumstances does the Company warrant the accuracy of any information;
- •All opinions, information, discussions, analysis, prices, advice and other information on the Website are provided for your information and do not constitute financial product advice or investment recommendations. We do not bear any responsibility for loss arising directly or indirectly from your reliance on the abovementioned information, including but not limited to, any loss of profits;
- •We do not provide any financial, legal or tax advice in connection with your use of the Website. You should seek your own advice prior to using the Website; and
- •The content of the Website may change from time to time and at any time without notice. We do not guarantee the degree of such accuracy, or bear any loss arising directly or indirectly from the information on the Website or from any delay or failure caused by failure to link up with the internet, transmit or receive any notice and information.
Digital Asset Transaction Rules
45. You undertake that you will properly comply with the following rules for Digital Asset Transactions.
46. The Website will enable you to place Digital Asset Transaction Buying and/or Selling Orders.
47. We provide a Digital Asset wallet which you can use to make Digital Asset Transactions through the Website.
48. By submitting a Transaction Request, you authorise the Company to initiate the Digital Asset Transaction on your behalf. The Website will automatically match you with another Member (or other trader) when the Member submits a Transaction Proposal that meets your price quotation, with matching occurring in the order Transaction Requests were placed The Company will then complete the Digital Asset Transaction, without prior notice to you.
49. Where a transaction is unable to be fully matched and completed, we will not automatically cancel the partially filled Transaction Request / Transaction Proposal. The remainder of the transaction will await future Digital Asset Transactions.
50. You have the right to revoke or modify a Transaction Request through the Website at any time before the relevant Digital Asset Transaction concludes. We cannot cancel or reverse Digital Asset Transactions which have concluded. Digital Asset Transactions are subject to confirmation by the Digital Asset network and may not be reflected in your Member Account until this has been completed.
51. Your Member Account will be subject to the fees described on the Website from time to time at [fees document].
52. Your Member Account will be subject to the deposit and withdrawal limits described on the Website from time to time at [deposit and withdrawal limits document].
53. You may be subject to additional withdrawal restrictions from time to time, including where we determine it is necessary to minimise fraud, money laundering and other risks.
54. We will, at our discretion, select those Digital Assets the Website supports, and this may change from time to time. We assume no responsibility or liability in connection with any attempt to use your Member Account to store, send, request or receive Digital Assets in any form that we do not support. We will use reasonable efforts to assist you to move or sell a Digital Asset is no longer supported.
55. We do not issue financial products or provide financial services in relation to its digital currency services.
56. We may participate in trading through the Website as a buyer or seller to provide liquidity, hedge against market risks and for operational reasons.
57. All Digital Asset Transactions involve exchange rates. Transactions will occur at the current exchange rate determined by us at the time of the transaction.
58. All fees and costs specified in this Agreement are exclusive of any GST. Where GST is payable in respect of a supply, the fee or cost specified in this Agreement will be increased by an amount to enable us to receive the amount specified in the Agreement, after remitting all GST to the Australian Tax Office. We will provide you with a valid tax invoice if GST has been collected from you.
59. We may connect to other exchanges to provide liquidity on the Website. Some Digital Asset Transactions may be executed with traders on other exchanges. In this case we act as agents to fulfil all order execution responsibilities and will pay all relevant fees. Prices shown on the order book of the Website are inclusive of all relevant fees.
Use of Local Companies to hold Fiat Money
60. We partner with Local Companies to receive and hold Fiat Money on our behalf as custodian. These Local Companies DO NOT hold, transfer or exchange Digital Assets or provide any services in connection with Digital Assets.
61. Fiat Money is held in an account with an Australian Authorised Deposit-taking Institution in the name of a Local Company, which has agreed to hold the account on trust for the Company. . Disruption including, but not limited to, delays of money transfer and frozen account may occur due to factors outside the Company's control. These disruptions include, but are not limited to, banking system failure and legal obligations (EG: AML/CTF legislation responsibilities, criminal investigation). We undertake, along with the Local Companies, to use reasonable endeavours to resolve any such issues but accept no liability for any loss which occurs due to such disruptions.
Liability and Indemnity
62. You indemnify us for any losses, costs, expenses or similar should you breach this Agreement or any applicable law, regulation or regulatory policy, including all costs and expenses relating to damage or loss (including consequential loss) incurred by the Company or its related bodies corporate arising or flowing from such breach (including legal or consultancy fees, among others).
63. Nothing in this Agreement excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 (Cth) (ACL), or any other applicable law, that cannot be excluded, restricted or modified by agreement.
64. To the extent permitted by law (including the ACL), we exclude all warranties, whether express or implied (not including any consumer guarantees under the ACL), including any warranties or representations concerning availability of the Website, quality, completeness, accuracy, suitability, acceptability or fitness for purpose in relation to the Website, all links to or from the Website and the Digital Asset Transactions through the Website. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), we do not warrant that you will have continuous access to the Website. We will not be liable in the event that the Website or the full functionality of the Website is unavailable to you for any reason, including in relation to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.
65. To the extent permitted by law (including the ACL), our liability in respect of any non-excludable warranties or conditions relating to the Website, all links to or from the Website and the underlying Digital Assets available through the Website is limited to resupplying the Website or the reasonable cost of resupplying the relevant Website, whichever we see fit to provide.
66. For all other claims or liability, and to the extent permitted by law, the maximum liability of us and our employees, agents or contractors for any loss, damage, claim, cost or expense whatsoever arising out of or in connection with this Agreement or the Website is limited to the amount of any fees received from you in the preceding 3 months in the aggregate of all claims
The Right to Injunctive Relief
67. Both parties acknowledge that in the event of breach common law remedies may be insufficient to cover losses sustained. Therefore, in the event of a breach of contract or a possible breach of contract, the non-breaching party shall have the right to seek injunctive relief as well as all other remedies that are permitted under common law or equity.
Limitation and Exemption of Liability
68. You understand and agree that under no circumstance will we be held liable for any of the following:
- •loss of income;
- •loss of transaction profits or contractual losses;
- •disruption of the business;
- •loss of expected currency losses;
- •loss of information;
- •loss of opportunity;
- •damage to goodwill or reputation;
- •damage or loss of data;
- •cost of purchasing alternative products or services; or
- •any indirect, special or incidental loss or damage arising from any infringement (including negligence), breach of contract or any other cause, regardless of whether or not such loss or damage may reasonably be foreseen by us, and regardless of whether or not we are notified in advance of the possibility of such loss or damage;
- •any failure or delay in providing Services, for any reason including but not limited to information network equipment maintenance, information network connectivity failures, errors in computer, communications or other systems, power failures, weather conditions, unexpected accidents, industrial actions, labour disputes, revolts, uprisings, riots, lack of productivity or production materials, fires, floods, storms, explosions, wars, failure on the part of banks or other partners, collapse of the Digital Asset market, actions by government, judicial or administrative authorities, other acts that are not within our control or beyond our inability to control, or due to causes on the part of third parties;
- •any interference or destruction by any malicious programs such as viruses, Trojans, etc.;
- •any inaccuracy or invalidity of any information, products and business of any third party websites linked to the Website, as well as any other forms of content that belong to third parties; or
- •the validity, accuracy, correctness, reliability, quality, stability, integrity and timeliness of the technology and information covered by the Services offered by the Website.
Termination of Agreement
69. The Company may suspend or terminate your account, use of the Service, or the processing of any Digital Asset Transaction, at any time in its sole discretion.
70. This Agreement shall be terminated on the date of the cancellation of your Member Account.
71. After the termination of this Agreement, you do not have the right to require the Website to continue to provide you with any Service or perform any other obligation, including, but not limited to, requesting the Website to keep or disclose to you any information in your Member Account, or to forward to you or any third party any information therein that is not read or sent. You should retain your own records of your Digital Asset Transactions and any Transaction Requests in the event you may require them in the future. You may need to produce your records for the purposes of taxation.
72. Within a reasonable period after termination of this Agreement, we will transfer to you all Fiat Money and Digital Assets we hold for you, after deduction of any amounts you owe us under this Agreement and subject to any applicable laws which would prevent us from transferring the Fiat Money and Digital Assets to you.
73. The termination of this Agreement shall not prevent the either party from demanding a breaching party to assume other liabilities.
74. All intellectual achievements included in the Website, including, but not limited to, website logos, databases, website design, text and graphics, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the intellectual property rights of software compilation, associated source code and software (including small applications and scripts) are owned by the Company. You may not copy, modify, copy, transmit or use any of the foregoing materials or content for commercial purposes.
75. Upon entering into this Agreement, it shall be deemed that you have transferred and assigned exclusively and free of charge to the Website all copyright of any form of information that you publish on the Website, including, but not limited to copyrights, distribution rights, lease rights, exhibition rights, performance rights, projection rights, broadcasting rights, information network dissemination rights, shooting rights, adaptation rights, translation rights, compilation rights and other transferable rights that copyright owners are entitled to, and the Website shall have the right to sue for any infringement on such copyright and obtain full compensation for such infringement. This Agreement shall apply to any content that is published by you on the Website and is protected by copyright law, regardless of whether the content is generated before or after the signing of this Agreement.
76. You understand and acknowledge that in accordance with relevant laws of the Commonwealth of Australia, you shall not export, re-export, import or transfer any material (including software) on the Website.
77. You undertake that you will not voluntarily commit or assist or participate in any export, re-export, import or transfer any material (including software) on the Website or related transfer or other violations of applicable laws and regulations. If you identify or uncover any of the aforementioned events, you agree to report them to us and assist us in handling them.
78. All the Digital Asset Transactions calculations are verified by us, and all the calculation methods have been posted on the Website, but we cannot ensure that your use of the Website or the calculation will not be defective or free from errors. IF you believe a Digital Asset Transaction has been calculated incorrectly, you must notify us immediately.
79. You may not, without our consent (which may be withheld at our discretion), transfer to any third party any of your rights or obligations in this Agreement.
80. We may terminate this Agreement in the event of a change in control.
81. We may, at any time, assign our rights and obligations under this Agreement to any third party with 30 days' prior written notice to you.
82. The rights and obligations contained in this Agreement shall be equally binding on the assignees, the heirs, executors and administrators of the parties.
83. This Agreement in its entirety is a contract concluded under the laws of the Commonwealth of Australia, governed the laws of the State of Victoria. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Victoria and courts of appeal from them for determining any dispute concerning this Agreement.
Privacy, Consent and Information Use
84. You confirm that all details you provide to us when using the website, including during the registration process, are accurate, current, and that you are authorised to provide us with those details.
85. You acknowledge and accept that we will use the information you provide during the registration process to properly identify you and any applicable beneficial owners (where relevant) of any entity-type applicants, including to perform an Information Match Request in relation to Official Record Holder information and that a corresponding Information Match Result will be provided via the use of third party systems – you consent to our use of third party providers accessing third party databases including but not limited to the DVS to perform .
86. You provide your express consent for the above use and acknowledge and accept that we will store this information in accordance with applicable legislative requirements.
87. In this agreement:
- 2. Anti-Money-Laundering Policy means [AML/CTF policy];
- 3. Authorised Agent means natural person aged over 18 authorised to act on behalf of a Member, the Company reserves the right to request evidence of such authority;
- 4. Company means Huobi Australia Pty Ltd;
- 5. Digital Asset/s means any digital based currency including cryptocurrency, digital tokens and like assets;
- 6. Digital Asset Transactions means trading of Digital Assets conducted on the Website
- 7. DVS means the system established by the Commonwealth of Australia to provide Information Match Results;
- 8. Fiat Money means Australian dollars and any other national currency accepted for Digital Asset Transactions by the Company;
- 9. Information Match Result means an electronic response indicating that the information provided in the request either matches or does not match the relevant official record data or that a system error has been encountered in trying to process that request;
- 10. Information Match Request means an electronic request to the DVS to be provided with an Information Match Result in relation to the details of relevant information in an applicable identification document (e.g. Australian Passport or driver’s licence) that is supported by the DVS;
- 11. Local Company means an Australian company which has agreed to hold an account with an Australian Authorised Deposit-taking Institution on trust for the Company as custodian.
- 12. Member means a user of the Website who holds a Member Account.
- 13. Member Account means the account number and name assigned to Members upon Registration;
- 14. Official Record Holder means the entity against whose official record data the information submitted in an Information Match Request is matched via the DVS;
- 16. Registration means the process of applying for a Member Account;
- 17. Transaction Request means the initiation of a Digital Asset Transaction; and
- 18. Website means https://www.huobi.com.au.