Terms of Use

BTX TERMS OF USE

These Terms of Use govern your use of the Site, the BTX Exchange, the wrapping of Qoin and any Services provided by Block Trade Exchange Pty Ltd (ACN 604 087 407) (“BTX”).

By using the Site, the BTX Exchange and wrapping Qoin, You agree to be bound by these Terms of Use and the Block Trade Exchange Privacy Policy (the “Privacy Policy”) and all other terms incorporated by reference, as well as any other terms incorporated by reference. These all form an agreement between You and BTX (the “Agreement”). If You do not agree to the terms of this Agreement, You must not access or use the Site, the BTX Exchange, wrap your Qoin or use any of the Services. BTX reserves the right to amend the Agreement in relation to these Services.

Transactions on the BTX Exchange are limited to one Qoin Wallet and one registered User at a time and may take between 2-3 business days to process and complete. The transfer of Qoin is possible only via the Q Wallet address specific to You. You must follow the instructions provided to ensure a successful transaction. Failure to follow the instructions may result in the irreversible loss of your Qoin.

Wrapped Qoin - wQoin

The wrapping Interface, known as a Bridge, enables the effective transfer of tokens between blockchains. The creation of the Interface allows Users to lock Qoin in a Smart Contract which then currently triggers a simultaneous minting process on the Ethereum Blockchain. The new token generated or minted on the Ethereum Blockchain will be called Wrapped Qoin or wQoin.

This function allows users of wQoin to participate in protocols or projects on the Ethereum Blockchain that is common to ERC20 tokens. This participation on the Ethereum Blockchain is subject to the host or provider of the service or project accepting wQoin as a token. Each transaction on the Ethereum Blockchain, including the initial wrapping of Qoin, will incur Gas Fees as determined by the Ethereum network. Please note that during the first 6 months beta testing period that commenced on 25 March 2022 only invited Qoin Users will be able to access the Bridge.

The information BTX collects in relation to wQoin may include, but not be limited to your wallet address, completed transaction hashes and the token names, symbols or any other identifiers of any swapped tokens. You understand and consent to our data practices and our service providers' treatment of your information which relates to transactions involving wQoin.

Please note that when You use the Interface, You are interacting with the Ethereum Blockchain, which provides transparency into your transactions. BTX does not control and is not responsible for any information You make public on the Ethereum Blockchain. BTX or BPS Financial Limited is not liable, directly or indirectly, for any loss or damage You may suffer on the Qoin or Ethereum Blockchain.

The Interface is ultimately a non-custodial application, meaning You are solely responsible for the custody of the cryptographic private keys to any digital assets You hold. This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. You agree that the only duties and obligations that we owe You are those set out expressly in this Agreement.

Definitions

‘Blockchain’ means a distributed ledger of records organised into blocks that are linked together using cryptographic validation. When a block is added to the chain, it cannot be changed without affecting all blocks that came after it, this creates an immutable data file that no single entity controls.

‘Bridge’ means through the use of a Smart Contract a Bridge converts a User’s Qoin into wrapped Qoin or wQoin, which can then be utilised on a different Blockchain.

‘BTX’ ‘our’, 'we' or 'us' means Block Trade Exchange Pty Ltd ACN 604 087 407.

‘BTX Exchange’ means the cryptocurrency digital marketplace operated by BTX where participants can exchange (buy and sell) Qoin for fiat currency and vice versa.

‘Blocks’ means a Qoin allocation sold to an individual User.

‘Cryptocurrency’ means a digital currency in which cryptography encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.

‘Ethereum Blockchain’ means a decentralised, open sourced blockchain with Smart Contract functionality.

‘Gas Fees’ means payments in Ether made by Users to compensate for the computing energy required to process and validate transactions on the Ethereum Blockchain.

‘Interface’ means a program enabling a User to communicate/interact with another Blockchain.

‘Intellectual Property Rights’ means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, rights in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.

‘Mnemonic Seed Phrase’ means a secret group of 12 immutable words used to backup and access the Qoin Wallet.

‘Passcode’ means a set of numbers used to access the Qoin App Wallet.

‘Private Key’ means a long sequence of numbers and letters which is used to generate a public key and allows You to sign transactions which are verified by others on the Q Chain against the public key. The public key is your address which is visible on the Q Chain.

‘Qoin’ means the cryptocurrency token on the Q Chain.

‘Q Chain’ means the Qoin Blockchain.

‘Qoin Transactions’ means transactions between You, BTX, another merchant who accepts Qoin, or an individual consumer.

‘Qoin Wallet or Q Wallet’ means a cryptocurrency wallet or wallets developed by BPS Financial Limited ACN 604 899 381 which connects to the Q Chain, view a User’s Qoin and allows a User to make Qoin transactions within the ecosystem and to trade Qoin on the BTX Exchange.

‘Services’ means various services provided to You by BTX including but not limited to digital currency exchange services, buying and selling services related to the purchase or sale of digital currency.

‘Site’ means www.blocktradeexchange.com.

‘Smart Contract’ means a transaction protocol which is intended to automatically execute and document a legally relevant event.

‘Transaction Services’ means services provided by BTX (through the BTX Exchange) to facilitate transactions.

‘Users’ means all individuals, superannuation funds, institutions or organisations that access, download and/or use the Site, the BTX Exchange, or the Qoin Wallet.

‘wQoin’ means wrapped Qoin which originates from the Ethereum Blockchain

‘You’ means the User who has a Qoin Wallet and elects to use the Services of the BTX Exchange.

Warranties

By accessing and using the Site, the BTX Exchange and the Services You represent and warrant that:

You are at least 18 years of age and have the legal authority to accept this Agreement and that such acceptance will be binding on You;
all the information You have provided to us is true and correct in all respects;
You have not previously been suspended or removed from using our Services; and
You warrant that You will not use the Site, the BTX Exchange or the Services to perform any criminal activity of any sort including but not limited to money laundering, terrorism financing or malicious hacking.

You will update us by email immediately if any information You have provided ceases to be true and correct.

You represent and warrant that any information You provide BTX is accurate and complete. You accept and acknowledge that BTX is not responsible for any errors or omissions that You make in connection with any transaction initiated via the BTX Exchange.

Due Diligence and “Know Your Customer” (KYC) Obligations

We are required to comply with all the laws binding on us including but not limited to the Australian Anti-Money Laundering and Countering Financing of Terrorism laws. To meet these requirements, we are required to conduct customer due diligence on You, persons acting on your behalf and other relevant persons such as Your beneficial owners or persons who have effective control of You as a customer. We will not be able to transact or continue to transact with You until this is completed to the standard required by legislation.

We will advise You what information and documents are required for these purposes. This information could include copies of formal identification documents, confirmation of your address, evidence of the source of funds, transaction details, information on any relevant ownership structures, tax identification details, and any other information we reasonably consider relevant. You must ensure that the information and documents requested are provided promptly to avoid any delays.

We will retain the information and documents for as long as we are required to retain these at law and may be required to disclose them to government agencies as required by law. We may not be permitted to advise You of the instances when we are required to disclose the information.

Our Services

BTX provides You with a digital currency exchange platform (the BTX Exchange) to exchange Qoin for fiat currency and vice versa, from participating buyers and sellers.

Independent relationship

You acknowledge and agree that:

(a) BTX is not acting on your behalf in any capacity. For the avoidance of doubt BTX is not your broker, intermediary, agent or advisor and has no fiduciary relationship or obligation to You in connection with any transactions or other decisions or activities which are the result of your use of the Site, the BTX Exchange and the Services; and

(b) no communication or information provided to You by BTX shall be construed as any type of advice.

Authorisation

When You complete a sale of Qoin or exchange Qoin for wQoin and vice versa, You will be asked to confirm the transaction. Upon confirming the transaction, You authorise BTX to execute a transaction in accordance with such order on a spot basis.

Trade confirmation

Once your transaction is complete, a confirmation will be electronically made available detailing the particulars of the transaction. You acknowledge and agree that the failure of BTX to provide such confirmation shall not prejudice or invalidate the terms of the transaction.

Market rates

For ordinary buy or sell transaction requests BTX will attempt, on a commercially reasonable basis, to execute the transaction on or close to the prevailing market exchange rate, which will be determined by the supply and demand of Qoin buyers and sellers.

Market volatility

Particularly during periods of rapid movement, heightened volume, illiquidity or volatility in the marketplace for any digital currency or fiat, the actual market rate at which a transaction is executed may be different from the prevailing rate indicated via the Services at the time of your order or transaction. You understand that we are not liable for any such price fluctuations. In the event of a market disruption or Force Majeure event (as set out in Section 17), BTX may do one or more of the following:

(a) suspend access to the Site, the BTX Exchange or the Services; or

(b) prevent You from completing any actions via the Site, the BTX Exchange or the Services, including closing any open positions.

Following any such event, You acknowledge that prevailing market rates may differ significantly from the rates available prior to such event.

Daily limits

BTX may impose daily limits on the frequency and volume of transactions including wrapping transactions. The daily limits will be determined by BTX and will be based on the amount of Qoin or wQoin available for sale as well as the demand for Qoin from buyers.

BTX cannot guarantee Qoin or wQoin will always be available on the Exchange to buy and sell.

Transaction Settlement

When Users have agreed to execute a transaction via the BTX Exchange and the Services and subject to the Agreement, we will use commercially reasonable efforts to settle transactions on a spot basis within 2-3 days of receiving fiat currency, wQoin or Qoin.

Intellectual Property

BTX represents and warrants that it is the absolute legal and beneficial owner of, or licensee to, all right, title and interest in the Site and the BTX Exchange including but not limited to, all Intellectual Property Rights in the Site and the BTX Exchange.

By accepting this Agreement, You expressly acknowledge and agree all right, title and interest in the Site and the BTX Exchange remains the property of BTX and unless expressly provided, nothing in this Agreement grant You any Intellectual Property Rights in the Site and the BTX Exchange.

Notwithstanding the above, BTX grants You a revocable, non-exclusive, non-transferrable, worldwide, royalty-free licence, during the term of this Agreement, to use the Site, the BTX Exchange and the Services in accordance with and subject to the restrictions imposed by this Agreement.

This licence grant includes the Site and the BTX Exchange and all updates, upgrades, new versions and replacement applications.

We do not own, control nor have any responsibility or liability for any third-party software applications You elect to use with the Site and the BTX Exchange in connection with our Services.

Availability of our Services

We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these services may not be as reliable as other products or services we offer.

We will try our best to ensure the Site and the BTX Exchange is always available, but we do not guarantee that the operation of or access to the Site or the BTX Exchange will be uninterrupted or continuous. The Site or the BTX Exchange may be interrupted for maintenance, repairs, upgrades and network or equipment failures.

Accuracy of Information provided by You

Tax

It is your responsibility to determine what, if any, taxes apply to the transactions that You have submitted transaction details for, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that BTX is not responsible for determining whether taxes apply to your Qoin or wQoin wrapping transactions or for collecting reporting, withholding, or remitting any taxes arising from any transactions.

Privacy

Protecting the privacy of your personal information is very important to BTX. Carefully review our Privacy Policy at www.blocktradeexchange.com for important details about the information we collect, use and share as well as about your rights. The Privacy Policy is incorporated in and subject to this Agreement.

You may contact our Privacy Officer in relation to your personal information (or to opt out of marketing) on [email protected] or ph 1300 132 012 or by mail at:

Privacy Officer
Block Trade Exchange Pty Ltd
Level 1, 121 Scarborough St
Southport QLD 4215

Risks

By making use of the BTX Exchange and the Services You acknowledge and agree that:

You are aware of the risks associated with transactions involving digital currencies;

You shall assume all risks related to the use of the Services and transactions on the BTX Exchange;

to the extent permitted by law, BTX shall not be liable for any such risks or adverse outcomes;

You are aware that prices and values can and do fluctuate significantly from time to time, as a result the price of your Qoin may increase or decrease in value, this includes any other digital currency You may transact with on the BTX Exchange;

You understand digital currencies or cryptocurrencies including Qoin have heightened risks not generally shared with conventional currencies or goods or commodities in a market;

Qoin is linked to the goods and services provided by the merchant network. The increase and/or decrease of merchants in the network can influence the price of Qoin and can cause price fluctuations. There is no central bank that can take corrective measures to protect the value of digital currency such as Qoin and other cryptocurrencies;

digital currency or cryptocurrency including Qoin is susceptible to loss of confidence which could collapse demand relative to supply;

there may be additional risks that have not been foreseen or identified in this Agreement. You should carefully assess whether your financial situation and tolerance for risk is suitable for buying, selling or trading digital currency or cryptocurrency such as Qoin; and

we use our financial service providers in order to receive client moneys and make payments. Our financial service providers do not transfer digital currencies, cryptocurrencies, exchange digital currencies, or provide any services in connection with digital currencies or cryptocurrencies.

Maintaining Your BTX account and Qoin Wallet

We are vigilant in maintaining the security of our Site, the BTX Exchange and Services. By downloading a Qoin Wallet and registering for a BTX account, You agree to provide accurate, current and complete information and to keep such information updated. You agree that You will not use any Qoin Wallet to access the BTX Exchange other than your own or access the Qoin Wallet or BTX account of any other User. You agree not to assist others in obtaining unauthorised access to the BTX Exchange.

If there is suspicious activity related to your BTX account, we may request additional information from You, including authenticating documents, and may freeze any transactions pending our review. You are obligated to comply with these security requests or accept suspension of your BTX Account. You are required to advise BTX immediately of any unauthorised use of your BTX account or any other breach of security.

You agree that BTX shall have the right to immediately suspend, freeze or lock your access to the Site, the BTX Exchange, the Services and your BTX account for any reason including if You are in violation of the Agreement or any applicable laws and regulations. Where You are legally liable for any losses incurred by BTX or any other User. You may be thereafter held liable for those.

You are solely responsible for maintaining the security of your Qoin Wallet which includes the Private Key, Passcode and any associated Mnemonic Seed Phrase.

You must keep your Private Key, Passcode and Mnemonic Seed Phrase information secure. Failure to do so may result in the loss of control of or loss of any Qoin associated with the Qoin Wallet.

Your Mnemonic Seed Phrase must be saved and used in numeric order.

If you have not safely stored a backup of any Qoin Wallet address and Private Key pairs maintained in your Qoin Wallet, You accept and acknowledge that your Qoin Wallet will become inaccessible if You do not have your Private Key, Passcode and Mnemonic Seed Phrase.

Liability

By accepting this Agreement and using the Site, the BTX Exchange and Services, You acknowledge and agree that as permitted by applicable law, in no event shall BTX, its subsidiaries or affiliates, or any of their respective employees, officers, directors or agents be liable for any direct or indirect lost profits or lost business damages, indirect, incidental, special, consequential or punitive damages arising out of, or related to your use of the Site, the BTX Exchange and Services or your violation of this Agreement.

To the extent permitted by applicable law, BTX will not be held liable for any loss or damage arising from your failure to maintain the confidentiality of your BTX account.

Indemnity

To the extent permitted by law, You agree to indemnify, defend and hold harmless BTX, its officers, employees, agents, subcontractors, licensors and suppliers, from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including legal fees), resulting from your use of the Site, the BTX Exchange and the Services or your violation of this Agreement.

Complaints and Disputes

We will handle all complaints according to our internal dispute resolution procedure. Details of these procedures are available on request.

If You have a complaint, You may access our customer service department by:

Phone:    1300 132 012
Mail:       write to: Block Trade Exchange Pty Ltd, Level 1, 121 Scarborough Street, Southport, Queensland, 4215
Email:     write to: [email protected]

Governing Law

Any disputes against BTX, arising out of or related to the Agreement and/or any use by You of the Site, the BTX Exchange and/or Services shall be governed by the laws of the State of Queensland, Australia without regard to its choice of law rules and without regard to conflicts of laws principles.

Dispute Resolution

You and BTX agree that in the event of a dispute arising out of the Agreement both parties will first attempt to resolve the dispute by direct discussion or negotiation. If within 30 days a mutual agreement cannot be reached between the parties, the parties may refer the matter to an independent mediator agreed upon by the parties and both parties agree to split the costs of appointing a mediator between them. The appointment of a mediator is solely at the discretion of the parties and if a party so wishes, a party may obtain their own legal advice in respect of the dispute without nominating a mediator.

Force Majeure

BTX shall be excused from performance under this Agreement to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from:

weather conditions or other elements of nature or acts of God;
pandemics, acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion;
quarantines or embargoes;
labor strikes;
error or disruption to major computer hardware or networks or software failures; or
other causes beyond the reasonable control of BTX.

Assignment

You may not assign this Agreement, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of BTX. Any attempted assignment that does not comply with this Agreement shall be null and void. BTX may assign this Agreement, in whole or in part, to any third-party in its sole discretion.

Entire Agreement

This Agreement, including without limitation, the incorporated Privacy Policy, and other terms incorporated by reference, constitute the entire agreement and understanding between You and BTX with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between You and BTX with respect to such subject matter.

Termination

BTX may terminate this Agreement or suspend your access to the Site, the BTX Exchange and Services at any time without notice to You, including without limitation if You breach this Agreement, or if BTX discontinues the Site, the BTX Exchange or Services.

You may terminate this Agreement with BTX, following settlement of any pending transactions.

In the case of any of the following events, BTX shall have the right to terminate your use of the Site, the BTX Exchange, the Services and your BTX account:

You register in any other person’s name to use either the Site, the BTX Exchange, the Services and/or your BTX account;

the information You have provided is untruthful, inaccurate, outdated or incomplete;

when this Agreement is amended, You state your unwillingness to accept the amended Agreement; and

any other circumstances where BTX deems it should terminate your access to the Site, the BTX Exchange, the Services and/or your BTX account.

Variation

BTX may amend the Agreement from time to time by posting the updated terms on the Site. If material changes are made, BTX will notify You of the changes, before they become effective. By continuing to use the Site, the BTX Exchange and the Services after the changes come into effect means that You agree to be bound by the revised Agreement.

BTX will not be in breach of the Agreement if we take steps in order to enable us to comply with any laws or other legal obligations.

BTX will not be in breach of the Agreement if we take necessary action in order to make a change necessitated by an immediate need to restore or maintain the security of the system.

Confidentiality

As a third-party record keeper, BTX will not collect, record, store or otherwise deal in commercially sensitive information, except to the extent necessary to operate the BTX Exchange, or as set forth in the Privacy Policy.

Third Party Links and Websites

The Site may contain links or portals to third party websites not under our control or operation. Any such links are provided only as a convenience and do not imply our endorsement or responsibility for the contents of any such linked site. Use of any such third-party content provided via the Site may also be conditioned upon agreement to such third party’s terms and conditions. The Site simply facilitates your interaction with such third parties. BTX is not responsible for any issues or disputes between You and such third party.

Notices

You agree that, subject to applicable law BTX will give all notices or other communications to You under or in connection with the Agreement by push notification and/or email to your email address last known to BTX or which You last gave for sending notices and communications to You. It is your responsibility to ensure that BTX has your current email address for this purpose. BTX will not be responsible if You do not receive a communication as a result of not providing BTX with your current email address.

If a law prohibits the giving of notices or other communications by electronic communication, then subject to the requirements at law, BTX may give the notice or other communication by writing to You at your residential or postal address last known to us.

If BTX gives a notice or other communication to You by email, the content of the notice or communication may be:

set out in the body of the email;
included as an electronic document attached to the email if BTX gives a notice or other communication to You:
by writing to You – You are considered to have received it when it is delivered to or picked up by the local postal service;
electronically – You are considered to have received it on the day it is transmitted;

You agree that any notice or other communication You send to BTX under or in connection with the Agreement must be sent or delivered to our registered office (currently Level 1, 121 Scarborough Street, Southport, QLD, Australia 4215) or otherwise be delivered in accordance with the Agreement or an instruction received from us.

Updated 7 April 2022.