TERMS AND CONDITIONS
SPENDHER PTY LIMITED
Agreement and Terms and Conditions
1. By using this Website, www.spendher.com, App, Spendher, or any Services that we, SPENDHER PTY LTD ABN 79 621 038 444 (“SPENDHER”, “SPENDHER”, “we”, “us”, “our”) offer, you the user (“you”, “user”, “client”, “customer”), are deemed to have read, understand, warrant, agree to and accept these terms and conditions in full. You acknowledge that these terms and conditions, and our disclaimer and other documents made available on our Website, constitute the entire agreement between you, the user, and us, SPENDHER (herein referred to as "Agreement").
2. You acknowledge that this Agreement supersedes all other agreements and understandings, and no representations by us (express or implied), terms, conditions or warranties not expressly stated in this Agreement are binding on the parties. This Agreement can only be varied in writing and on execution by the parties.
3. For the sake of clarity, these terms and conditions govern your use of this Website and our Services; and by using this Website and our Services, you accept these terms and conditions in their entirety. If you disagree with these terms and conditions or any part of them, you must not use this Website or our Services.
4. You must be at least eighteen (18) years of age to use this Website and / or any of our Services. By using this Website and / or our Services, you warrant and represent that you are at least eighteen (18) years of age.
5. You must not use this Website or Services in any way that causes, or may cause, damage to the Website, our Services or the business of SPENDHER, including undertake any act or omission that causes, or may cause, disruption or impairment to the availability or accessibility of the Website or our Services; any act or omission that is unlawful, illegal, fraudulent or harmful, whether intentionally or recklessly, including but not limited to any act of money laundering, corruption, unlawful collusion or terrorism or any other type of illegal activity of any sort.
6. If you become aware, or should reasonably be aware, of any request or demand made of you to engage in any act or conduct by which you or a third party gains unfair or undue financial or other advantage, including but not limited to dishonest or corrupt conduct, or any conduct in breach of any anti-corruption law applicable to the Website or our Services, then you must promptly report any such circumstances, act or conduct to us in writing.
7. You must not use this Website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.
8. You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this Website without prior written notification and obtaining our express written consent.
9. Users must not intentionally or unintentionally use TOR or any other anonymous network or protocol to access the site or our Services. Any user found or suspected of doing so will be marked as suspicious and possibly denied access.
10. Users must agree not to access our site or Services by any means other than the interfaces we provide for use in accessing them.
11. You acknowledge that any misuse of this Website as described in these terms and conditions can and will result in the seizure of your accounts and funds. Victims of fraud will not receive refunds, but will be notified and advised on how to prevent such future problems.
12. Users agree to provide us with accurate, current and complete information about themselves as prompted by our registration or service process, and keep such information updated. We reserve the right, at any time and in our sole discretion, to refuse to process a transaction if we believe that information provided by you is not accurate, current and complete.
13. We reserve the right to request identification information (such as driver’s license, identity card, invoices, Government issued photographic identification, utility bills, residential certificate, signed certification of cohabitation, or similar, banking information) depending on the amounts requested through our service or any apparent suspicious activity which may indicate money-laundering or other illegal activity. Identification of the bank account to or from which funds are transferred may also be requested. In certain cases notarization of certain documents may be requested. We also reserve the right in our sole discretion to suspend or cancel any order where the information provided is incomplete or unsatisfactory and to hold the funds in suspense pending resolution of any such enquiries. We may request additional identification information at any time at the request of any competent authority or by application of any applicable law or regulation.
Site and Service Content
14. Unless otherwise stated, we and our licensors own the intellectual property rights in the Website and material on the Website. Subject to the license below, all these intellectual property rights are reserved.
15. You may view, download for caching purposes only, and print pages (or other content) from the Website for your own personal use, subject to the restrictions set out in these terms and conditions, or under the Agreement.
16. You must not:
(a) reproduce or republish material from this Website (including republication on another Website);
(b) sell, rent or sub-license material from the Website; show any material from the Website in public;
(c) reproduce, duplicate, copy or otherwise exploit material on this Website for a commercial purpose;
(d) edit or otherwise modify any material on the Website; or redistribute material from this Website (except for content specifically and expressly made available for redistribution).
17. In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this Website, for whatever purpose.
18. Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
19. You grant us a worldwide, irrevocable and unencumbered, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media.
20. You must not submit any user content to the Website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
21. We reserve the right to edit or remove any material submitted to this Website, or stored on our servers, or hosted or published upon this Website.
22. Notwithstanding our rights under these terms and conditions in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, this Website.
23. If we provide you with a user ID and password to enable you to access restricted areas of this Website or other content or Services, you must ensure that the user ID and password are kept private and confidential. We may restrict your service and/ or disable your user ID and password at our sole discretion and convenience without notice or explanation.
Digital Currency Services
24. Under this Agreement, you are engaging us as your agent to facilitate the purchase of the encrypted digital or virtual commodities/currencies (herein referred to as “digital currencies") including but to limited to digital currencies on your behalf in accordance with your instructions. That is, we are not selling digital currencies to you. As a result of our Services, you will enter into an agreement with another entity chosen by us (Counterparty) for the completion of the requested transaction. Upon request, we can provide you with a copy of the terms and conditions governing the buying of Digital currencies by the Counterparty in accordance with your order.
25. In consideration for the provision of our Services, you agree to pay us the fees disclosed to you for our Services provided under this Agreement (Fees).
26. Where you are buying digital currencies, you agree to pay our Fees in addition to the amount you provide us to pay the Counterparty on your behalf. You agree that we may deduct our fees from the amount we receive from you.
27. The provision of our Services to you under this Agreement is a taxable supply to you for the purposes of the GST law. Our Fees disclosed to you are inclusive of GST.
28. You acknowledge that:
(a) in utilising the Services and trading in digital currencies, commodities, goods, or products is inherently risky, is not recognized legal tender in Australia and other parts of the world, is unregulated by any central or government authority, and may be subject to extreme price volatility;
(b) by using our Website, App and Services, you represent and warrant that you understand the risks associated with the Services and digital or virtual currencies, commodities, goods, or products, including those described in this Agreement;
(c) you are responsible for maintaining the security and integrity of your own Digital currencies, wallet, computers, software and digital interfaces;
(d) we accept no responsibility for any loss or damage suffered by you, or any of your authorised agents or representatives, in connection with your use of the Services, including if you provide us with any inadequate, incorrect or false personal information, including but not limited to, incorrect wallet ID’s, digital accounts and information, bank account details, and personal information;
(e) all Concluded Transactions are irreversible, unless agreed by the Counterparty;
(f) we are not responsible for payments made to any incorrect bank account details provided by you, your authorized agents or representatives and you and your agents and representatives agree to release and indemnify us for all loss or damage suffered in connection with such incorrect payments; and
(g) before using our Services, you have obtained independent legal and financial advice, including but not limited to, the risks associated with buying, selling and trading of digital currencies, commodities, products or goods, under the applicable local laws in your jurisdiction.
Sale of Digital Currencies
29. Subject to the terms and conditions contained herein, we agree to purchase digital currencies from you in accordance with your instructions.
Procedures for buying Digital currencies
30. Any payments to be made by you to us for the purposes of buying digital currencies from the Counterparty must be made by way of instant bank transfer or cash deposit over the counter at any National Australia Bank (NAB) branch.
31. You acknowledge that:
(a) in accordance with its terms and conditions, the Counterparty reserves the right to refuse any buy order for any reason, which is at their absolute discretion;
(b) when you enter your details and place an order to buy digital currencies on our App, you authorise us to place your order in accordance with your instructions with the Counterparty in order to fulfil your order in accordance with your instructions and in our capacity as your agent for the purposes of you buying digital currencies;
(c) when you place an order to buy digital currencies on our App, we will submit your order to the Counterparty for their acceptance or rejection;
(d) where you confirm “Add Funds” on our App the funds will not be made available to you until the payment has been received by us;
(e) where your buy order has been accepted by the Counterparty the payment for the digital currencies will be deducted from your available balance;
(f) you authorise us to apply the payment referred to in clause 31(d) and (e) above as your agent for the purposes of buying Digital currencies (in the appropriate amount as identified or determined by us in accordance with your instructions) from the Counterparty on your behalf;
(g) if payment referred to in clause 31(d) is not received by us as cleared funds into the bank account details that we provide, that add funds order will not be confirmed or made available to you for the purposes of policing a buy order
(h) in the event of a lapsing buy order, the Counterparty reserves the right, at our absolute unfettered discretion, whether to proceed to process the order at the current Digital currencies market rate, as displayed on our Website for the currency payment made.
(i) if payment referred to in clause 31(d) is received in our nominated bank account, we will make the funds available to you as soon as possible and within 14 days. We do not take responsibility for, or guarantee these time-frames, particularly with respect to international transfers. We take no responsibility for any interruption to the transfer of funds caused by banking delays or administration errors, including but not limited to delays or errors that arise from incorrect, inaccurate, incomplete or fraudulent personal or banking information, identification and related security information. We will use reasonable endeavors to co-operate with your nominated banking institution to minimise any delays to fund transfers, however we do not guarantee time-frames for your receipt of cleared funds into your nominated account. You hereby agree, without limitation, to release us from all claims, actions, loss or damage directly or indirectly suffered by you, your employees, agents, assigns and representatives whosoever arising from, or in connection with, any such delay to the transfer of funds;
Procedures for selling Digital currencies
32. Any payments we make to you from the sale of Digital currencies to us will be made by electronic transfer.
33. You acknowledge that:
(a) we reserve the right to refuse any sell order for any reason, which is at our absolute discretion;
(b) when you place an order to sell Digital currencies on our Website, the digital currencies will be sold by the Counterparty for Australian Dollar. The nominated quantity of digital currencies will be transferred from your wallet to the Counterparty.
(c) where we reject your sell order, the Digital currencies that you transferred to us pursuant clause 33(b) will be transferred back to you;
(d) you warrant to us that you are the person lawfully entitled to sell those digital currencies in return for the purchase price identified or determined by us in accordance with your instructions;
(e) if, according to the blockchain history transaction record on the global register, the transfer has not been made within the fifteen (15) minutes of confirming their order, the sell order is considered by us to have lapsed;
(f) in the event of a lapsing sell order, we reserve the right, at our absolute unfettered discretion, whether to process the order at the current Digital currencies market rate, as displayed on our Website or App for the currency payment made;
(g) all fund transfers from a Sell Digital currencies order confirmation are usually received into your bank account within 5 to 7 days of the order confirmation. We do not take responsibility for, or guarantee these time-frames, particularly with respect to international transfers. We take no responsibility for any interruption to the transfer of funds caused by banking delays or administration errors, including but not limited to delays or errors that arise from incorrect, inaccurate, incomplete or fraudulent personal or banking information, identification and related security information. We will use reasonable endeavors to co-operate with your nominated banking institution to minimise any delays to fund transfers, however we do not guarantee time-frames for your receipt of cleared funds into your nominated account. You hereby agree, without limitation, to release us from all claims, actions, loss or damage directly or indirectly suffered by you, your employees, agents, assigns and representatives whosoever arising from, or in connection with, any such delay to the transfer of funds;
(i) When we have received your Digital currencies from you, we will send you an acknowledgement of the sale by email; and
34. This Website and App is provided “as is” without any representations or warranties, express or implied in respect of the Services. We make no representations or warranties in relation to the Website or App or any the information and materials provided on this Website or App.
35. Without limiting the above, we do not warrant that this Website or App will be constantly available, or available at all; or the information on this Website or App is complete, true, accurate or not misleading.
36. We take no responsibility for any information provided on our Website or App, and you acknowledge and agree not to rely on any information provided on our Website or App, including to the extent permitted at law, any incomplete, false or misleading on the Website or App.
37. You, your employees, agents, assigns or representatives hereby agree to fully indemnify us (whether under the law of contact, the law of torts or otherwise) for all liability, loss and damage (including all legal costs and disbursements on an indemnity basis) arising from or in connection with the use of the Services, the Website and content, or App including but not limited to any advice or representations (express or implied) made by us in connection with the Services, and you agree that this indemnity extends to all liability, loss or damage arising from any breach of Website or App security, digital fraud or embezzlement, or internet hacking of the Website or App and related software, personal and banking information, digital identification and passwords and wallets ID’s, whether or not such liability, loss or damage was due to any act or omission of you, your employees, agents, assigns or representatives. Your liability pursuant to this clause shall be reduced to the extent that such liability, loss or damage arises due to our negligence or default, including an act of fraud or fraudulent misrepresentation or any other unlawful conduct that directly caused or contributed to such liability, loss or damage, or wherever it would otherwise be unlawful to seek indemnity from you.
38. In addition to the above you agree to indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any negligence or breach by you of any provision of this Agreement, or arising out of any claim raised by us or a third party against you for negligence or breach of any provision of these terms and conditions.
39. The indemnities provided by you in clause 37 and 38 above are unlimited, and are separate liabilities from that which may arise under law or statute, and each indemnity extends to liability for any indirect, special or consequential loss suffered by us not contemplated at the time of entry into this Agreement, and includes without limitation, our business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.
40. Any liability, cost or expense for which you indemnify us in clause 37 and 38 is immediately payable by you on receiving written demand from us, and whether or not we have already incurred such liability cost or expense.
41. By using this Website, App or Services, you agree that the indemnities above are fair and reasonable. If you do not think that the indemnities above are fair and reasonable, you must not use this Website, App or the Services.
42. You accept that we have an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the Website, App or the Services. Without limiting the foregoing, you agree that the indemnity above will protect us, our officers, employees, agents, subsidiaries, successors, assigns and sub-contractors.
43. RapidID & the Department of Home Affairs are not liable for any misuse of data or personal information by Spendher & any 3rd parties they work with.
44. If any provision of this Agreement is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this Agreement.
Breaches of these terms and conditions
45. Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, we may take such action as we deem appropriate or may be required to deal with the breach, including suspending your access to the Website, App and Services, prohibiting you from accessing the Website or App, blocking computers using your IP address from accessing the Website, contacting your internet service provider to request that they block your access to the Website or App and/or bringing court proceedings against you and recovering the costs from you under the indemnity set out in this Agreement.
46. We may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this Website or App from the date of the publication of the revised terms and conditions on this Website. Please check this page regularly to ensure you are familiar with the current version. You agree and are taken to accept any revised terms whether or not you have taken the time to read the revised terms.
47. We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.
48. You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions, without express written consent.
48. If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
49. This Agreement constitutes the entire agreement between you and us in relation to your use of this Website, App and the Services, and supersedes all previous agreements in respect of your use of this Website, App and Services.
Law and jurisdiction
50. These terms and conditions will be governed by and construed in accordance with the law of New South Wales, Australia, and any disputes relating to this Agreement will be subject to the exclusive jurisdiction of the courts of NSW.
51. Laws in the country where the user resides may not allow the usage of an online tool/s with the characteristics of SPENDHER or any of its features. SPENDHER does not encourage and cannot be held liable for the violation of any such laws. It is up to you to ensure that you are not breaking any laws in which country or jurisdiction you reside.
Authorised Agents/Third Party's
53. Where a customer authorises a third party (or agent of the customer) to make cash payment on the customers behalf in respect of a digital currencies purchase, for each such buy order, authorisation must in writing and signed by the customer providing details of the third party or agent making cash payment on the customer's behalf in respect of each buy order, including the current name, address and birthdate of the third party or agent. Such written authorisation must be disclosed by the customer to SPENDHER prior to using our Services. If such disclosure is not made in advance by the customer within 24 hours of submitting the buy order, SPENDHER reserves the right as a condition of submitting any buy order to the Counterparty, that such written authorisation be provided before any buy order will be submitted to the Counterparty. Where no written authorisation is provided by the customer within the 24 hour period, SPENDHER may at its absolute discretion not facilitate the order and may elect to refund the cash payment to the third party or agent that made the cash deposit in respect of the buy order. The customer indemnifies SPENDHER for all liability of any kind whatsoever and however caused, without limitation, in respect of its failure to provide written authorisation in the proper form in accordance with these Terms and Conditions.
Wherever the following words are referred to in this Agreement and are given the meanings outlined below:
Agreement - means these terms and conditions, our Website disclaimer and any other policies which are accessible on this Website.
Ancillary Services - means any digital product, process, thing or service required to be used in connection with this Website.
Digital currencies - means the digital or virtual encrypted currency that is the commodity which is the subject of the Services and is exchanged on this Website.
Concluded Transactions – means when the transfer of Digital currencies/s to your wallet ID is recorded with 6 confirmations in the blockchain history transaction record on the global register.
Counterparty - means the entity chosen by us to complete your requested transaction.
Fee - means the commission amount charged by us to you as consideration for the Services provided by us to you.
Parties - means the persons described in this Agreement.
Services – means the Website and related digital services provided by us to you to facilitate the exchange purchase of Digital currencies, and any ancillary services.
Taxable Supply - has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended from time to time.
Tax Invoice - has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth), as amended from time to time.
Wallet - means your personal digital identification (ID) for taking receipt of and storing Digital currencies.
App - means the Spendher application
Website - means https://www.spendher.com
If you would like to know more about our services, or have any queries, please contact us.