Simple Trade Terms & Conditions

Introduction

1. These terms (“Broker Terms”) govern the use of the simple trade brokerage services (“Broker Services”) provided by BTC Markets Pty Ltd ACN 164 093 887 (“BTC Markets”, “we”, “our” or “us”) through the broker trading platform (“Broker Platform”) and any other means to you.
2. By accessing or using the Broker Services, you agree to be bound by these Broker Terms. You must not use the Broker Services if you do not agree to these Broker Terms.
3. The Broker Services are only available to Australian residents.
4. The Broker Services are not intended for any person who is not an Australian resident and is not made available to any person in any jurisdiction where its distribution or use would be contrary to any law or regulation.
5. The Broker Services are also subject to the Terms of Service, available at www.btcmarkets.net (“Terms of Service”). If there is any inconsistency between these Broker Terms and the Terms of Service, the Terms of Service will prevail to the extent of the inconsistency.

Broker services

1. Subject to these Broker Terms, BTC Markets provides an Account under which you may purchase or sell Tokens through our simple trade brokerage which is available on the Platform.
2. The Broker Services described in these Broker Terms are not the only services provided by BTC Markets. BTC Markets provides other products and functionality, including the ability to buy and sell tokens through its exchange platform (“exchange”), which are subject to the Terms of Use.
3. We may from time to time and without notice, vary, modify or discontinue any or all of the Broker Services.

Account

1. You must apply for, and be issued with an Account, to access and use the Broker Services. You must comply with the Terms of Service in relation to the Account.
2. We may, in our absolute discretion, impose monetary or Token limits on:
   1. Transactions;
   2. and other activity undertaken on your Account
   (each being a “Limit”). Limits may include minimum and maximum Transaction volumes or amounts, and may differ based on particular Tokens or other criteria we determine in our absolute discretion. Limits may apply on a daily, weekly, or monthly basis, as determined in our absolute discretion.
3. Fiat or Tokens held in your Account may be used to conduct transactions under the Broker Services or the exchange.

Simple trade brokerage

1. The Broker Services are only available in connection with Tokens which we support. The list of supported Tokens may change from time to time and may differ to those supported by the exchange. We may remove or suspend one or more Tokens from the list of supported Tokens at any time and will endeavour to provide you with prior notice where this occurs.
2. Unlike the exchange which provides you with the ability to buy and sell Tokens on a peer-to-peer basis, the Broker Services are an over-the-counter service in which you enter into a Transaction with BTC Markets.
3. We do not hold inventory and will execute Transactions by sourcing liquidity from peer-to-peer exchanges and other liquidity providers. You acknowledge that we may use order books and liquidity offered by the exchange, but we may also seek external liquidity sources that we reasonably consider to be appropriate for the purposes of executing Transactions.
4. You may provide us with instructions to:
   1. use fiat held in your Account to purchase Tokens (“Purchase Transaction”); or
   2. sell Tokens in your Account in exchange for fiat currency (“Sale Transaction”).
5. The price at which Transactions are quoted are disclosed to you in a confirmation notice (“Confirmation”). We may, in our absolute discretion, refuse to provide a Confirmation including where the proposed Transaction does not comply with any applicable Limit.
6. The price quoted in the Confirmation is only an estimate of the price or exchange rate at which the Transaction will be executed.
7. If you accept the Confirmation in the Platform, you authorise us to execute the Transaction on your behalf in accordance with the terms of this clause.
8. Notwithstanding any other term, we may, in our absolute discretion, withdraw a Confirmation at any time before a Transaction is executed.
9. Due to the volatile nature of Tokens, the price quoted in the Confirmation may differ from the price at which the Transaction is ultimately executed (“Transaction Price”). Subject to clause 4(j), you agree that you will be bound by the Transaction Price for the relevant Transaction.
10. If there is a variance between the Transaction Price and the price quoted in the Confirmation, then we may, in our absolute discretion, execute or refuse to execute the Transaction.
11. If there is a variance and the Transaction is executed in accordance with clause 4(j), you acknowledge that:
    1. in respect of a Purchase Transaction, you may receive fewer Tokens than that which was quoted in the Confirmation; and
    2. in respect of a Sale Transaction, you may receive less fiat currency than that which was quoted in the Confirmation,
    and you agree that we will not be liable for any Loss you incur as a result.
12. If there is a variance and the Transaction is not executed, we may require that a new Confirmation is issued in relation to the Transaction.
13. In respect of Purchase Transactions, you acknowledge that we are not obliged to accept the order where there are insufficient funds in your Account.
14. The order in which we execute Transactions will be determined by us in our absolute discretion. We reserve the right to put Transactions on hold, or only fill them in part, which may be caused by the size or liquidity of the Transactions or other factors.
15. We may temporarily suspend the Broker Services in relation to a Token while we determine whether or not to support a proposed fork of the Token (“Fork”). We are under no obligation to support a Fork of a Token that you hold in the Account. You acknowledge that we have no control over the creation or implementation of a Fork. You may not be able to trade the Forked Token on the Account and you acknowledge that you may lose any value associated with the relevant Token.
16. You may access and download a record of all Transactions at any time while you hold an Account.
17. A reference in these Broker Terms to a “Transaction” means a Sale Transaction or Purchase Transaction.

Fees

1. he Transaction Price incorporates a transaction spread (“Spread”), which is payable to us. The Spread is the difference between the Transaction Price and the price at which we can ultimately facilitate the Transaction from liquidity providers. The Spread differs for each Transaction and is based on a number of factors, including market conditions, the particular Token subject to the Transaction, order size and available liquidity.
2. Additional fees may be payable in relation to the Broker Services (“Fees”). Fees are available on our website (www.btcmarkets.net) (“Website”).
3. We may update the Fees from time to time. Any updated Fees will apply from the date the updated Fees are set out on the Website. We will provide you with at least 5 days’ notice of any updates to the Fees.
4. You acknowledge that we are authorised to deduct any Fee from the proceeds of any Transaction or from the funds in your Account.

Intellectual property

1. We own all right, title and interest in the Broker Services, Account, Broker Platform and associated software, technology tools and content and any services marks, logos, website and other materials produced by BTC Markets (“BTC Markets Intellectual Property”).s
2. You are only permitted to use the Broker Services, Account, Broker Platform and BTC Markets Intellectual Property in accordance with these Broker Terms. We grant you a revocable, non-exclusive and non-transferable licence to use the BTC Markets Intellectual Property during the period you use the Broker Services.

Materials

1. All text, images, audio recordings, video recordings, and other information and content, including but not limited to, marketing, promotional and materials (“Materials”) hosted or made available on or through the Broker Services, Account or Broker Platform is provided:
   1. for general information purposes only; and
   2. without any regard whatsoever to the personal circumstances of any person.
2. Materials hosted or made available on or through the Broker Services or Account does not constitute a recommendation or endorsement of any product, service or content offered by BTC Markets or others. Materials are not verified or vetted by us, and we do not warrant that such Materials will be accurate, complete or otherwise fit for any particulate purpose.
3. Before acting on, or relying upon, any Materials hosted or made available on or through the Broker Services or Account, we strongly recommend that you undertake your own investigations and enquiries.
4. By publishing any Materials or otherwise providing us with any information we require to provide the Broker Services (“Content”), you:
   1. grant us a non-exclusive, worldwide, royalty-free, perpetual licence (including a right of sublicence) to use, copy, modify or otherwise exploit the Content in connection with providing the Broker Services; and
   2. warrant that you have the right to grant such licence.
5. You agree to indemnify and hold us harmless from any Loss incurred from a claim made by any third party arising out of the Content.

Promotions

We may make certain offers, or carry out promotions or contests (“Promotions”). Additional terms may apply to Promotions. In the event of any inconsistency between these Broker Terms and the terms of any Promotion, the terms of the Promotion prevail over these Broker Terms to the extent of any inconsistency.

Risk warning

1. Before deciding to use the Broker Services, you should carefully consider your personal objectives, needs and circumstances.
2. There are a number of risks associated with our Broker Services, including:
   1. Token risk. The value or utility of Tokens is dependent on their underlying technologies. Tokens are subject to a technology risks, including faults, attacks, defects, hacks, exploits, errors, protocol failures or unforeseen circumstances occurring in respect of the Token or the technologies or economic systems on which the Tokens rely.
   2. Legal status. The legal status of Tokens remains uncertain in many countries and jurisdictions around the world. Tokens are not recognised as legal tender in Australia;
   3. Volatility risk. Trading in Tokens is subject to high market risk and price volatility. Changes in value may be significant and may occur rapidly without warning. Past performance is not a reliable indicator of future performance.
   4. Liquidity risk. Tokens may have limited liquidity which may make it difficult or impossible for you to sell or exit a position when you wish to do so.
   5. Availability risk. We do not guarantee that the Broker Services will be available at any particular time or that the Broker Services will be subject to unplanned service outages or network congestion. It may not be possible for you to buy, sell, store, transfer, send or receive Tokens when you wish to do so.
   6. Third-party risk. Third-parties, such as payment providers, cryptocurrency exchanges, custodians, liquidity providers and others may be involved in the provision of the Broker Services. A default or breach by these providers may directly impact the Broker Services, including your ability to recover fiat or Tokens held with us. We are not responsible for any Loss you suffer as a result of these third-parties.
   7. Security risk. You are responsible for keeping your account password safe and secure and for ensuring any device that you use for two-factor authentication purposes is not compromised or accessed by third-parties, and you will be responsible for all transactions under your Account, regardless of whether you authorised them or not. Transactions in Tokens are irreversible, and losses due to fraudulent or unauthorised transactions may not be recoverable.
   8. System or hardware failure, unauthorised access or fraud risk. Tokens, and funds held with BTC Markets may be lost if you or BTC Markets is subject to system or hardware failure, unauthorised access or a fraud event. You bear the risk of such Loss.
   9. Counterparty risk. BTC Markets holds the Tokens. There is a risk that BTC Markets becomes insolvent or subject to losses which may jeopardise its ability to deliver to you some or all of the value of your Tokens or fiat deposited in your Account.

Prohibited conduct and restrictions

1. In connection with your use of the Broker Services, Account and Broker Platform, you agree that you will not engage in the following Prohibited Uses. This list is non- exhaustive and we may update it from time to time. The Prohibited Uses include any actions or activities which:
   1. infringe the intellectual property or other rights of another person;
   2. are defamatory, offensive, abusive, pornographic, profane or otherwise unlawful, including material that racially or religiously vilifies, incites violence or hatred, or is likely to insult or humiliate others based on race religion, ethnicity, gender, age, sexual orientation or any physical or mental disability;
   3. relate to unlawful content;
   4. create a privacy or security risk to any person, including by soliciting personal information from any person;
   5. are false, misleading or deceptive;
   6. contain financial, legal, medical or other professional advice;
   7. would harm, abuse, harass, stalk, threaten or otherwise offend;
   8. would reflect negatively on us, including our goodwill, name and reputation;
   9. tampers with, hinders the operation of, or makes unauthorised modifications to the Broker Services or Account;
   10. would breach any applicable laws; and
   11. would result in civil or criminal liability for you, us or any third party.
2. In using the Account and Broker Services, you must not:
   1. violate any applicable laws, or use the Account or Broker Services for any purpose that is unlawful (including, money laundering, terrorism financing or other criminal activities);
   2. make ransomware or other similar payments;
   3. distribute viruses, spyware, corrupted files, or any other similar software or programs that may damage the operation of any computer hardware or software;
   4. do anything that will result in us breaching any applicable laws;
   5. access the Broker Services or Account by any means other than those authorised by these Broker Terms (including virtual private networks);
   6. reverse engineer, disassemble or otherwise attempt to construct, copy or replicate the Account or Broker Service’s source code, formulae or processes;
   7. damage, disrupt, interfere with or misuse the Broker Services, including by data mining, hacking, data harvesting or scaping or using similar data gathering and extraction tools in respect of the Broker Services;
   8. 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 or performance of the Broker Services;
   9. use any device, software or routine which is intended to damage or interfere with the proper working of the Broker Services or to intercept or sequester any system, data, images or other multimedia elements from the Broker Services; or
   10. engage in any other conduct that inhibits any other person from using or enjoying the Broker Services.

Liability and indemnity

1. All express or implied guarantees, warranties, representations, statements, terms and conditions relating to the Broker Services that are not contained in these Broker Terms are excluded to the maximum extent permitted by law.
2. In particular, and without limiting paragraph (a):
   1. while we endeavour to provide convenient and functional Broker Services, we do not guarantee that your requirements will be met or that your use of the Broker Services will be uninterrupted error free or that the Broker Services are free of viruses or other harmful components; and
   2. we cannot be responsible for any Loss, corruption or interception of data sent to or from our Broker Services which occurs outside of our computer system (such as those which occur while being sent over the internet).
3. Nothing in these terms of use excludes, restricts or modifies any guarantee, term, condition, warranty, or any right or remedy, implied or imposed by any legislation which cannot lawfully be excluded or limited.
4. If any guarantee, term, condition or warranty is implied into these Broker Terms under the Australian Consumer Law or any other applicable legislation (“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.
5. Subject to clauses 11(f) and 11(g), 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 Broker Terms or the Broker Services 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 A$1,000.
6. 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:
   1. special, indirect, consequential, incidental or punitive damages; or
   2. damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data,
   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.
7. 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.
8. You agree to indemnify BTC Markets and its officers, directors and employees from and against any Loss arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry or other proceeding instituted by a person or entities that arises or relates to:
   1. your breach of these Broker Terms;
   2. your fraud, negligence or wilful misconduct,
   except to the extent caused or contributed by our fraud, negligence or wilful misconduct.

Warranties

1. You represent and warrant that:
   1. you have the necessary power, capacity and ability to fulfil your obligations under these Broker Terms;
   2. you understand the risks associated with Tokens, and where in doubt, that you obtain professional advice with respect to buying, selling or holding Tokens;
   3. you understand that the Broker Services are provided on an execution-only basis and that we are not providing you with any advice or recommendations with respect to the Broker Services, including whether they are appropriate for your personal circumstances;
   4. all transactions under these Broker Terms (including the Transactions) are irreversible once made;
   5. your use of the Broker Services will not contravene any applicable law or regulation;
   6. all material you have provided to us is true and accurate and is not misleading or deceptive and that you will immediately notify us if this ceases to be the case;
   7. you will only use the Broker Services in accordance with these Broker Terms;
   8. your use of the Broker Services and entering into transactions does not infringe the rights of any third party or any applicable law;
   9. if you use the Broker Services on behalf of a non-individual entity:
      1. that you are duly authorised to represent such entity and bind the entity to these Broker Terms; and
      2. that entry into these Broker Terms will not infringe any constituent documents or other arrangements to which such entity is bound or is otherwise a party.
2. The warranties in this clause 12 are repeated each day during the Term.

Links

The Broker Services may contain links to other third party websites and advertisements which include embedded links, which are provided for your information only. We have not reviewed any of the sites linked to the Broker Services and are not responsible for the content or accuracy of any offsite pages or any other sites linked to the Broker Services. The inclusion of any link or advertisement does not imply that we endorse or approve the linked site or the subject matter of the advertisement. You access third party websites entirely at your own risk and subject to the terms and conditions of use for those websites.

Taxes

You are solely responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with the use of the Broker Services. You also are solely responsible for collecting, withholding, reporting, and remitting correct taxes to the appropriate tax authorities. We are not obligated to nor will we determine whether taxes apply, nor calculate, collect, report, or remit any taxes to any tax authorities arising from any transaction.

General

1. We may unilaterally vary these Broker Terms from time to time by providing you with at least 30 days’ notice. We will display a notice on the Website (and notify you through the Broker Platform) indicating when any such revisions have been made. By continuing to access the Broker Services once the revised Broker Terms have become effective, you agree to be bound by such revised Broker Terms.
2. If any part of these Broker Terms is held to be unenforceable, the unenforceable part is to be given effect to the greatest extent possible and the remainder will remain in full force and effect.
3. These Broker Terms are governed by the laws of Victoria, Australia. Each party submits to the non-exclusive jurisdiction of the courts of Victoria.
4. These Broker Terms supersede all previous agreements, understandings, negotiations, representations and warranties about its subject matter and embodies the entire agreement between the parties about its subject matter.
5. Neither party will be liable for any failure or delay in performing any of its obligations under these Broker Terms if such delay is caused by circumstances beyond that party’s reasonable control.
6. Your use of the Broker Services is conducted electronically, and you agree that we may communicate with you electronically for all aspects of your use of the Broker Services, including sending you electronic notices.
7. The provisions of these Broker Terms which by their nature survive termination or expiry of these Broker Terms will survive termination or expiry of these Broker Terms.
8. No waiver, delay or failure by us to take any action shall constitute or be construed as a waiver of that or any other term, condition, option, privilege or right we may have.
9. The word “including” when used in these terms of use is not a term of limitation.
10. Capitalised terms have the meaning ascribed to them in these Broker Terms, unless otherwise expressed.