Terms and Conditions

These Terms govern your access to and use of the Bifu website at www.bifu.com.au (Website) and the Trading App (collectively referred to as the Platform).

By creating an Account, accessing the Platform or using our services, you agree that:

• You have read and understood these Terms;
• You agree to these Terms, as amended by us from time to time; and
• The Agreement is binding on you.

If you do not agree to these Terms, do not use the Platform or Trade with us.

Nothing in these Terms excludes, restricts or modifies any right or remedy you have under the Australian Consumer Law or any other law that cannot be excluded, restricted or modified by agreement.

We provide the Exchange Services via the Platform, which involves (but is not limited to) the following services:

• Providing you with an Account; and
• Enabling you to Trade Virtual Assets (also known as crypto tokens, cryptocurrencies or crypto assets) for Fiat and/or other Virtual Assets with us via the Platform.

The Exchange Services are limited to virtual asset exchange services.

You are entirely responsible for assessing whether the Exchange Services are suitable for you before you Trade.

We may obtain pricing information or source liquidity from third-party providers, exchanges or related bodies corporate to facilitate Exchange Transactions. We remain your contractual counterparty when entering into an Exchange Transaction. The prices quoted on the Platform may incorporate a spread and may differ from prices available through other exchanges or service providers.

The Fiat currencies, Virtual Assets and exchange pairs supported by Bifu are those made available on the Platform from time to time. We may add, remove or modify the supported currencies, Virtual Assets or exchange pairs, subject to these Terms and applicable law.

When you enter into an Exchange Transaction, you deal with us as principal. We are the counterparty to each Exchange Transaction and we do not act as your agent, broker or adviser.

We do not provide ongoing wallet or custody services. Virtual Assets purchased through the Platform will be transferred to the supported external wallet address you nominate, and Fiat proceeds will be transferred to your verified bank account, as applicable. We may temporarily receive or hold Fiat or Virtual Assets solely for the purpose of processing and settling an Exchange Transaction, subject to these Terms and applicable law.

We do not provide financial product advice, tax advice or legal advice. Information on the Platform (including prices, market information and educational content) is general information only. It does not take into account your objectives, financial situation or needs, and is not a recommendation to buy, sell or hold any Virtual Asset. You should consider obtaining independent professional advice before transacting.

Our services are available only in jurisdictions where we are permitted to provide them. You must not use the Platform if you are located in, or are a resident or citizen of, a jurisdiction in which our services are prohibited or in which we have decided not to provide services (a "Restricted Jurisdiction"). Restricted Jurisdictions include: (a) the United States of America; (b) Iran, the Democratic People's Republic of Korea (North Korea), Syria, Cuba and the Crimea, Donetsk and Luhansk regions of Ukraine; (c) any other country or territory that is subject to comprehensive sanctions administered by Australia, the United Nations Security Council, the United States of America or the United Kingdom; (d) any jurisdiction identified by the Financial Action Task Force as a high-risk jurisdiction subject to a call for action; and (e) any other jurisdiction we notify on the Platform from time to time.

You must have an active Account to Trade with us.

To open an Account you must:

• be at least 18 years old;
• have the legal capacity to enter into a binding contract;
• not be located in, or be a resident or citizen of, a Restricted Jurisdiction;
• not be a person with whom we are prohibited from dealing under applicable sanctions laws;
• not have previously had an Account with us suspended or closed for breach of these Terms;
• if you are not an individual (ie, you are a legal entity):
  • be a body corporate, partnership, trust, or self-managed superannuation fund that is duly incorporated, established or constituted and validly existing under the laws of the relevant jurisdiction, and have full power and authority to enter into these Terms;
• hold a verified bank account with an ADI in the same name that you use for your Account;
• pass our internal identification and verification checks (KYC);
• complete an Application Form; and
• agree to comply with these Terms.

To apply for, open and activate an Account:

• You will need to complete and provide us with an Application Form and provide the requested information, including but not limited to your name, email address and responses to our mandatory account-opening questions;
• You will need to accept these Terms; and
• You will need to acknowledge that you have been provided with our Privacy Policy, (collectively Your Application).

If we are satisfied with Your Application, we will open an Account for you.

We may, in our sole discretion, refuse to open an Account or continue to maintain an Account for you. We may do this even if you meet the eligibility requirements and follow the application process. We retain the right to ask for further information about you at any time or to set further requirements that may be reasonably necessary to protect our interests or otherwise comply with the Law.

We are a reporting entity under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) ("AML/CTF Act"). Before we provide services to you, and on an ongoing basis, we must identify and verify you (and, where relevant, your beneficial owners and authorised persons) and understand the nature and purpose of our business relationship.

You agree to provide the identification documents and information we request. This may include government-issued identity documents, proof of address, a photograph or live image of yourself, and information about your occupation, source of funds, source of wealth and the purpose of your transactions.

You consent to us: (a) verifying your identity documents against records held by the document issuer or official record holder, including through the Document Verification Service; (b) using third-party identity verification, biometric matching, sanctions and politically exposed person screening and blockchain analytics providers; and (c) making any other enquiries we consider necessary to meet our legal obligations.

We may ask you for information about any wallet address you use, including whether it is a self-hosted wallet or a wallet held with another virtual asset service provider. Where required by law, we may collect and share information about you and your transactions with other virtual asset service providers and financial institutions involved in a transfer.

We may delay, decline, reverse or cancel any transaction, freeze or restrict your Account, or require further information, where we consider it necessary to comply with our legal obligations or our AML/CTF policies, or where we suspect fraud, market abuse or unlawful activity. We may be prohibited by law from telling you why.

To view your transaction limits, log in to your Account on the Platform. Your transaction limits will vary depending on your chosen Authorised Payment Method, verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary.

We may impose such limits on you and may be required to report transactions and other information to AUSTRAC or other authorities without notifying you.

We may require you to provide additional information about yourself, including providing records to us (Enhanced Due Diligence). In our discretion, we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.

You must not use the Platform for any purpose connected with money laundering, terrorism financing, sanctions evasion, fraud, tax evasion or any other unlawful activity.

Quotes. We will display a price for each Exchange Transaction before you confirm it. The price we quote includes our spread (being the margin we apply to the reference price of a Virtual Asset) and any fees described in clause 8. A quote is valid only for the period shown on the Platform.

Placing an order. When you confirm an order, you make an offer to enter into an Exchange Transaction at the quoted price. An Exchange Transaction is formed when we accept your order and confirm it to you. We may decline any order before acceptance.

Order execution, expiry and requoting. All Exchange Transactions are subject to verification, acceptance and settlement in accordance with these Terms. Where payment or delivery is not completed within the applicable timeframe, or where exceptional market conditions, liquidity constraints or technical disruptions affect execution, we may decline an order before acceptance or cancel an unsettled Exchange Transaction in accordance with these Terms and applicable law. Where a revised price is proposed, we will notify you of the revised quote and obtain your acceptance before proceeding. If you do not accept the revised quote, any funds or Virtual Assets already received will be dealt with in accordance with clause 7.10 (Failed or cancelled transactions).

Purchasing Virtual Assets with Fiat. To purchase Virtual Assets using Fiat, you must transfer the purchase amount to the bank account we nominate, from a verified bank account held in your own name. We will transfer the purchased Virtual Assets to the supported wallet address you nominate once we have received cleared funds and completed any required verification checks. If we do not receive cleared funds within the period specified on the Platform, we may cancel the Exchange Transaction. Where the market price changes materially before settlement, we may propose a revised quote or cancel the unsettled Exchange Transaction in accordance with clause 7.3.

Exchanging Virtual Assets for Fiat or other Virtual Assets. To exchange Virtual Assets for Fiat or other Virtual Assets, you must transfer the relevant Virtual Assets to the wallet address, and on the blockchain network, that we specify for the Exchange Transaction. Once the transfer has received the required number of network confirmations and any necessary verification checks have been completed, we will either:

• (a)transfer the Fiat proceeds to a verified bank account held in your own name; or
• (b)transfer the purchased Virtual Assets to the supported wallet address you nominate, as applicable to the Exchange Transaction. If the amount of Virtual Assets received differs from the amount specified in the Exchange Transaction, we may adjust, requote or cancel the unsettled Exchange Transaction in accordance with clause 7.3. Any funds or Virtual Assets received in connection with a cancelled Exchange Transaction will be dealt with in accordance with clause 7.10.

Wallet addresses and networks. You are solely responsible for ensuring that any wallet address and blockchain network you nominate or use are correct and are supported by us. Transfers on a blockchain are irreversible. We are not responsible for any loss arising from an incorrect, incompatible or unsupported wallet address or network, or from assets sent to an address other than the one we specify for your transaction. You further represent that the transaction does not breach any applicable law or the rights of another person.

Third-party payments. We do not accept payments from, or make payments to, bank accounts or wallets that are not held in your name unless otherwise approved by us in accordance with the applicable law. Virtual Asset transfers must be made to or from wallet addresses that you own or control, or are otherwise authorised to use, and that satisfy our applicable verification and compliance requirements. Funds received from a third party may be returned to the sender, less any costs, and may delay or prevent settlement.

Limits. We may set minimum and maximum transaction amounts and daily or other limits and may change them at any time.

Errors. If we settle a transaction in error (including at a price that is manifestly incorrect, or by sending the wrong amount), you must notify us and, on request, return the amount paid in error. To the extent permitted by law, we may reverse or correct the transaction or deduct the amount from any amount we owe you.

Failed or cancelled transactions. Where an Exchange Transaction is cancelled or cannot be completed after we have received Fiat or Virtual Assets from you, we will take reasonable steps to return the relevant Fiat or Virtual Assets to the originating verified bank account or an approved wallet address, as applicable, subject to these Terms and any applicable legal or regulatory restrictions. Any applicable third-party transaction or network fees will be disclosed and dealt with in accordance with the Fee Schedule. Refund processing may be delayed by banking procedures, blockchain network conditions, identity verification requirements or legal obligations.

Our fees and spreads are set out in the Fee Schedule. We may change the Fee Schedule by publishing the updated schedule on the Platform.

Where an amendment materially increases the fees payable by existing customers, we will provide at least 30 days' prior notice, unless a shorter period is necessary to comply with applicable law. Changes to market-based spreads and third-party network charges may take effect as they arise, provided the applicable charges are disclosed before you confirm an Exchange Transaction.

Blockchain network fees, bank fees and other third-party charges may apply and are payable by you unless we state otherwise.

All amounts are in AUD unless otherwise stated. Our fees are inclusive of GST where applicable.

Virtual Assets are speculative and high risk. Their value can change rapidly and may fall to zero. You could lose the entire amount you exchange.

USDT is a stablecoin issued by a third party. We do not issue, control or guarantee USDT. Its value depends on the issuer and the reserves backing it, and it may not maintain its intended value against the US dollar. We make no representation about the solvency, reserves or conduct of any stablecoin issuer.

Blockchain networks are operated by third parties. Transactions may be delayed, fail or be affected by network congestion, forks, protocol changes, cyber attacks or other events outside our control.

Virtual Assets are not legal tender, are not deposits and are not covered by the Financial Claims Scheme or any government guarantee.

The laws that apply to Virtual Assets are changing. Changes in law, regulation or tax treatment may adversely affect the value of your Virtual Assets or our ability to provide services.

You acknowledge that you understand these risks, that you have the knowledge and experience to assess them, and that you are solely responsible for your decision to enter into any Exchange Transaction.

You are responsible for keeping your login details, passwords, authentication codes and devices secure, and for all activity under your Account (whether or not authorised by you) until you notify us that your Account has been compromised. Until then, you will be responsible for any activities carried out by another person on your Account as if it were you who carried out such activities.

You must not permit another person to place any Instructions or Trade via your Account (as your agent or otherwise) without our prior written approval and without first completing any documents and due diligence process that we require from you and your proposed agent regarding these arrangements.

You must notify us immediately at [email protected] if you become aware of any unauthorised access to your Account or any other security breach.

We may require multi-factor authentication and other security measures and may suspend your Account if we suspect it has been compromised.

You must not: (a) breach any law; (b) use the Platform for a purpose other than the services we offer; (c) provide false or misleading information or impersonate any person;

• (d)use another person's Account or, except as permitted under clause 10.2, allow another person to use yours; (e) transact on behalf of another person unless we have agreed in writing; (f) interfere with the security or operation of the Platform or attempt unauthorised access to any system or data; (g) use scripts, bots, scraping or other automated means to access the Platform without our written consent; (h) engage in market manipulation, wash trading or other abusive trading practices; or (i) do anything that may damage our reputation or expose us to liability.

You may close your Account at any time by contacting us, provided that all pending Exchange Transactions have settled.

We may suspend or restrict your Account or access to the Platform, or terminate these Terms, immediately and without prior notice if: (a) you breach these Terms; (b) we are required to do so by law, a regulator or a court; (c) we reasonably suspect fraud, money laundering, terrorism financing, a sanctions breach or other unlawful activity; (d) we reasonably consider it necessary to protect the security or integrity of the Platform or to manage risk; (e) we are unable to verify your identity or you fail to provide information we request; or (f) your Account has been inactive for 12 months. In any other case we will give you at least 30 days' notice.

On termination, we will complete or otherwise resolve any outstanding Exchange Transactions and, subject to our legal obligations and any amounts lawfully owing to us, return any Fiat or Virtual Assets we hold for you in accordance with these Terms. We may retain funds or assets where required by law or a regulator or pending the outcome of an investigation.

Termination does not affect rights or obligations that accrued before termination. Clauses that by their nature survive termination (including clauses 6, 7, 8, 9, 13, 16, 17, 18, 19, 21 and 23) continue to apply.

The Platform and all content on it (including software, text, graphics, logos, trade marks and data) are owned by or licensed to us and are protected by intellectual property laws. "BIFU" and the BIFU logo are our trade marks.

We grant you a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform for your personal or internal business use in accordance with these Terms. You must not copy, modify, distribute, sell, reverse engineer or create derivative works from any part of the Platform.

If you provide feedback or suggestions about the Platform, we may use them without any obligation to you.

The Platform is an online facility through which Trades are executed on your Instructions. You are also able to view, download and print any reports that we provide about your Account.

We take reasonable steps to ensure the reliability and integrity of the Platform but do not make any representations, guarantees or warranties that:

• there will be operational stability, availability or continuation of the Exchange Services provided on the Platform;
• the Platform will be uninterrupted, secure, reliable, timely, error-free or free from any virus, malware or any other digital attack;
• the Platform will be safe from unauthorised access, fraud or any other illegal or suspicious activity;
• no third-party rights will be infringed as a result of your use of the Platform; or
• there will be any continuation of the Agreement.

You acknowledge that your use of the Platform is at your own discretion and in compliance with the Law.

It is your responsibility to understand and assess the Platform before Trading with us.

The Platform is provided to you on an “as is” basis, without any express or implied warranty or guarantee from us and we do not promise that it is fit for any particular purpose.

You agree that with respect to any market data or other information that we or our third-party providers provide to you in connection with your use of the Platform:

• we and our third-party providers exclude any express or implied warranty or guarantee, and we are not responsible or liable if any data or information is inaccurate or incomplete in any respect;
• we and our third-party providers are not responsible or liable for any actions that you take or do not take based on the data or information;
• you will use the data or information solely for the purposes set out in the Agreement; and
• the data or information is proprietary to us or our third-party providers (as relevant) and you will not redistribute, publish, disclose or display any data or information to third parties, in whole or in part, except as required by any Law or as agreed by us.

We are not liable to you for any loss, expense, cost or liability that you suffer or incur because of any failure of the Platform, the Platform being unavailable (including planned maintenance), data or service interruptions, transmission failure or delays or similar technical errors arising out of or in connection with the use, operation, performance and/or error or malfunction of the Platform, other than as a result of our fraud, wilful default or gross negligence.

Our Platform may be available in several versions, which can vary regarding certain features, including but not limited to the level of security applied and products and services available. We are not liable to you for any loss, expense, cost or liability that you suffer or incur because you have used a different version of the Platform than our current standard version (with all available updates installed).

The Platform may contain links to third-party websites and relies on third-party services, including blockchain networks, wallet providers, banks and payment providers, identity verification providers and market data providers. We do not control, and are not responsible for, third-party websites or services. Your use of them is governed by their own terms and privacy policies.

Market data and prices displayed on the Platform may be sourced from third parties and may be delayed or inaccurate. We do not guarantee the accuracy, completeness or timeliness of any third-party content.

Consumer guarantees. Our services may come with guarantees under the Australian Consumer Law that cannot be excluded. To the extent permitted by law, our liability for a breach of a guarantee that cannot be excluded is limited, at our option, to supplying the services again or paying the cost of having the services supplied again.

Exclusions. Subject to clause 16.1, and to the maximum extent permitted by law, we are not liable to you for any loss or damage (including loss of profits, loss of Virtual Assets, loss of data, and indirect or consequential loss) arising out of or in connection with: (a) the performance, value or availability of any Virtual Asset or blockchain network; (b) any act or omission of a third party, including a stablecoin issuer, bank, payment provider, wallet provider or network validator; (c) your failure to keep your Account or wallet secure, or any transaction made using your credentials; (d) an incorrect wallet address, network or bank account provided by you; (e) any delay, suspension, restriction or refusal of a transaction or Account under clause 6 or clause 12; (f) events beyond our reasonable control; or (g) your reliance on any information on the Platform.

Cap. You agree that we will only be liable to you for loss or damage that is reasonably foreseeable and caused directly by our breach of these Terms or other legal wrong, and that, to the maximum extent permitted by law, any liability (however arising) we may have to you in connection with an Exchange Transaction is limited to the AUD value of that Exchange Transaction at the time it was confirmed.

Nothing in this clause 16 limits our liability for our own fraud or wilful misconduct.

To the extent permitted by law, you indemnify us and our officers, employees and agents against any loss, liability, cost or expense (including reasonable legal costs) arising from your breach of these Terms, your breach of any law or the rights of any third party, or your misuse of the Platform, except to the extent caused by our negligence, fraud or breach of these Terms.

You are responsible for determining and paying any taxes that apply to your Exchange Transactions. Virtual Asset transactions may give rise to capital gains tax or other tax obligations. We may be required to report information about you and your transactions to the Australian Taxation Office or other tax authorities.

If you have a complaint, please contact us at [email protected]. We will acknowledge your complaint promptly and aim to resolve it within 30 days.

Complaints about the handling of your personal information can be made in accordance with our Privacy Policy.

We may change these Terms from time to time. We will publish the updated Terms on the Platform and update the effective date. Where a change is material and adverse to you, we will give you at least 30 days' notice by email or through the Platform before the change takes effect, unless the change is required by law or is necessary to address a security or legal risk, in which case it may take effect immediately.

Your continued use of the Platform after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Platform and may close your Account.

We may change, suspend or discontinue any part of the Platform or our services at any time. Where reasonably practicable we will give you notice, and we will settle any pending Exchange Transactions in accordance with these Terms.

We collect, use and disclose your personal information in accordance with our Privacy Policy, available on the Platform.

You consent to receiving notices, confirmations and other communications from us electronically, by email to the address registered to your Account, through the Platform or by SMS. A communication is taken to be received when it is sent. You must keep your contact details up to date.

We may send you service communications (such as transaction confirmations, security alerts and notices required by law) that you cannot opt out of while you hold an Account. You may opt out of marketing communications at any time by using the unsubscribe link in a message or by contacting us.

Governing law. These Terms are governed by the laws of New South Wales, Australia. You submit to the non-exclusive jurisdiction of the courts of New South Wales and the courts competent to hear appeals from them.

Assignment. You may not assign or transfer your rights under these Terms without our written consent. We may assign or novate our rights and obligations under these Terms to a related body corporate or to a purchaser of our business, and will notify you if we do.

Severance. If any provision of these Terms is invalid or unenforceable, it is severed to the extent necessary and the remaining provisions continue in effect.

No waiver. A failure or delay by us in exercising a right does not operate as a waiver of that right.

Events outside our control. We are not liable for any failure or delay in performing our obligations caused by a Force Majeure Event or other events beyond our reasonable control, including blockchain network failures, outages of banking or payment systems, cyber attacks, changes in law or regulatory action.

Entire agreement. These Terms, together with the Fee Schedule and any additional terms we notify to you, constitute the entire agreement between you and us in relation to the Platform.

Interpretation. In these Terms, "related body corporate" has the meaning given in the Corporations Act 2001 (Cth); and "including" means including without limitation.