Terms & Conditions

VECTOR CAPITAL MANAGEMENT (VCM)

Terms and Conditions

Vector Capital Management Pty Ltd (ACN 643 767 168) (“VCM”) offers the following terms (“Terms”) to the Clients of VCM Services. VCM is registered with the Australian Transaction Reports and Analysis Centre (“AUSTRAC”) as a digital currency exchange provider (DCE100718280).

Being a Client of VCM, you may participate in the following:

a)   access to VCM services through your provision of instructions to VCM authorised staff members;
b)   access and usage of the elements publicly available on any website published by VCM;
c)   access and usage of any designated “Client Only” elements of any VCM Website and any VCM Web Application(s); and
d)   the viewing or interaction with any content or information provided through our Website and App.

Our App and Website are intended for use only by residents of jurisdiction(s) as permitted by Australian law.

These Terms constitute an agreement between a Client and VCM.

"VCM", "we", "our" or "us", are references to VCM, associated services and subsidiary companies, depending on the context. References to "you" or "your" are to the VCM Clients, their nominated individual and any Client appointed Agent.

The terms and conditions of this agreement form a binding agreement between you and VCM and apply to any Services offered including any Websites and Apps operated by VCM.

You must read the terms and conditions of this agreement carefully. You should regularly check these Terms as they can change over time. Changes to these Terms shall supersede all previous versions when published and distributed.

VCM may enter into other agreements or terms with you. Should any inconsistencies arise between these Terms and any other agreements or terms, those other agreements or terms will supersede these Terms to the extent of any inconsistency in so far as the provision of our Services.

Use of our Services is contingent upon your acceptance of these Terms. If you do not agree to the Terms contained in this document, you may not use our Services. If you do not agree with any amendments to these Terms you must immediately cease the use of our Services.

1. Definitions

In these Terms, the following definitions shall apply:

Account means an account opened by the Client directly with us in the Client’s capacity as an individual or as an Entity.

Agent means a third party Entity that has been nominated by the Client to act on their behalf in the operation of the Client’s Account.

AMLCTF Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and its associated Rules.

App means any web application accessed either online through a browser or downloaded by a Client to a mobile device operated and managed by VCM that enables the Client to access information, communicate with VCM, and utilise the Services electronically. This includes, but is not limited to, viewing account balances, activity, and transaction details, receiving updates, submitting instructions, and accessing tools or resources related to the Services provided under these Terms.

Business Day means a day on which trading banks are open for business in Melbourne excluding a Saturday, Sunday or public holiday.

Banking Account means a banking account operated by VCM with an authorised deposit-taking institution operating either within the jurisdiction of Australia or another jurisdiction.

Client means a person, company or any other Entity with capacity to enter into these Terms, that has met all three conditions below:

(a) made an application to become a Client of VCM;

(b) been accepted as a Client at the sole discretion of VCM; and

(c) acknowledged and agreed to any applicable terms, including these Terms, and any third party Service Provider terms required by VCM in order to facilitate the Services, including Trades.

Client Application Form means the application form required to be completed by a person, company or any other Entity to open an Account as a Client of VCM.

Close Out means the process of terminating, discharging, or offsetting one or more Open Positions.

Confidential Information means any information in any form including but not limited to written, oral or graphical representations which is:

(a) designated as confidential by the parties;

(b) not presently available in the public domain; or

Confirmation means the written or electronic communication issued by VCM to the Client confirming the Client’s instructions and details of the Trade. A Confirmation constitutes VCM’s acceptance of the Client’s instructions and results in the execution of the Trade in accordance with these Terms.

Digital Asset means any form of cryptocurrency, token, or other digital asset that exists solely in electronic form, utilises cryptography and distributed ledger technology to verify transactions, and operates on a decentralised system. This includes, but is not limited to, stablecoins, fungible tokens, and non-fungible tokens (NFTs).

Entity means an individual, company, or organisation that has legal rights and obligations under their respective law(s).

Event of Default means one of the events stipulated in clause 14 of these Terms.

Fees means any fees payable by Clients to VCM and or third parties in connection with the Services, published by VCM and amended from time to time.

Fiat or Fiat currency means any government issued national currency.

Funds means any Digital Asset and/or Fiat currency:
(i)   transferred by a Client to VCM;
(ii)   held by VCM on behalf of a Client in connection with the Services; or
(iii)   owed by VCM to the Client as a result of completed or ongoing Trades.

Ineligible Persons means any person that is not permitted by the laws of Australia or the laws of their jurisdiction to utilise our Services.

Loss means any loss, harm or damage, including without limitation indirect, incidental, consequential, reliance or special damages for harm to business, lost profits, lost savings or lost revenues whether or not VCM has been advised of the possibility of such loss, harm or damage.

Margin Cover means the amount allocated in the Client’s Account as collateral required for the Trade and ensures compliance with VCM’s margin requirements stipulated to the Client.

Open Positions means any Trades that have been initiated but not yet settled or discharged.

Personal Information refers to information which may be used to reasonably identify Clients of our Services. This includes identification documentation, names, addresses, dates of birth, gender, email addresses, nationality, tax information and telephone numbers. Personal Information may also include information we collect about a Client’s individual preferences.

Promotional Trades means Trades facilitated by VCM where the associated Fees are discounted or lower than the standard Fees for a specified period of time.

Referrer means an Entity that has introduced a Client to VCM for the provision of our Services.
Schedule means any annexure, appendix, or document attached to or referenced in these Terms that sets out specific details, terms, or conditions related to the Services provided by VCM, including but not limited to descriptions of Services, applicable Fees, and any other relevant provisions.

Security Protocol means the security measures established by VCM to safeguard the use of its App and related Services. These measures include, but are not limited to, using a web browser that supports encryption standards, maintaining secure login credentials (such as usernames and passwords), and, if applicable, complying with two-factor authentication (2FA) requirements. VCM may update these protocols as necessary to address advancements in technology and security practices.

Service Provider means any third party service provider used by VCM from time to time and in its sole discretion to facilitate any provision of the Services.

Services means the services as defined in clause 4 of these Terms.

Terms means these Terms, including any Schedule(s) and amendments thereto from time to time.

Trade means the execution of a Service specified in the Schedules of these Terms, facilitated by VCM for the Client in accordance with the Client’s instructions and the terms of these Terms.

Trust Amounts means any Fiat or Digital Assets recorded by VCM as held on trust for you under clause 7.

Wallet means software or hardware capable of storing Digital Assets.

Website means any website published and operated by VCM.

2. Client Account

(a) You are able to apply as a Client of VCM by completing a Client Application Form and providing all required supporting documentation with approval of your Account application to be granted at the sole discretion of VCM.

(b) You acknowledge and agree that as part of becoming a Client, you will be bound by the terms and conditions of VCM including the terms and conditions of any third parties associated with facilitating the Services to you.

(c) You authorise us to undertake any actions on your behalf required to facilitate the fulfilment of any Trade and Services to you as a Client, including but not limited to utilising a Service Provider, such as a third party counterparty or liquidity provider, to facilitate or perform each Trade.

(d) You agree to pay any Fees associated with opening your Account before becoming a Client.

(e) The Parties acknowledge that your relationship with VCM will not give rise to any fiduciary or equitable duty, which would prevent VCM from providing services to any other Client or Entity, except to the extent VCM acts as trustee under clause 7 of these Terms.

(f) When establishing an Account, VCM may require you to provide account information or documents, electronically or in paper form, to verify your personal information in accordance with its obligations under the AMLCTF Act. VCM is also required under the AMLCTF Act to retain customer identification and transaction records for a minimum of 7 years.

(g) You will agree to provide all reasonable assistance required to assist VCM in maintaining its compliance obligations under the AMLCTF Act and that any failure to do so may lead to the termination of your Account at the sole discretion of VCM. VCM may also report your transaction to AUSTRAC or law enforcement in accordance with its obligations to do so under Australian law.

(h) You must nominate an individual as part of the Account opening to provide instructions to VCM in relation to the Services. Such nominated individual shall have the authority to provide the following on behalf of the relevant Client Entity:

(i) Provide express instructions in relation to the Services;

(ii) Execute all necessary documentation and do all things necessary to act as the authorised person to provide instructions on your behalf; and

(iii) Provide information or documentation as requested by VCM from time to time.

(i) You must not engage (or act in conjunction with others to engage) in any activity with the purpose, effect or potential effect (whether realised or not) of circumventing or exploiting the intended purposes of VCM, its Services or VCM’s compliance with any applicable laws, including but not limited to the AMLCTF Act.

(j) In addition to the person nominated to provide instructions under clause 2(h), if you wish to nominate an Agent, they can do so subject to the following:

(i) Completing an Agent Nomination form as prescribed by VCM from time to time;

(ii) Providing any other information and documentation as required by VCM from time to time;
(iii) The Agent meeting all checks required to be conducted by VCM to maintain its obligations under the AMLCTF Act; and

(iv) Authorise the Agent to act on your behalf within the scope of the Agent’s authority, as last advised to VCM.

(k) If you wish to revoke or limit an Agent’s authority to act on your behalf, the nominated individual must do so in writing as soon as possible. You indemnify VCM from any liability or loss arising out of:

(i) Any failure by you to advise VCM as to the proper scope or any changes to the scope of the Agent’s authority;

(ii) The Agent’s instructions to VCM given prior to you informing VCM in writing about a change, revocation or limitation of the Agent’s authority; or

(iii) The Agent acting outside of the Agent’s purported authority without VCM’s knowledge.

(l)   In the event of your death or incapacitation, you authorise VCM to transfer any Funds, Fiat currency, Digital Assets or any other assets owed by VCM to you to your trustee or executor, subject to any identity or compliance checks (i.e. evidence of probate) conducted by VCM at its sole discretion.
(m)   The App enables you to view and receive information regarding Services, balances, activity, and Account details electronically. This information is subject to frequent updates, verification, and corrections. As such, there may be changes between the time the information is posted by VCM or sent to you and the time you access it. VCM disclaims responsibility for any reliance by you on information that is later updated, verified, or corrected. If you identify inaccuracies and notify VCM, VCM will promptly address and rectify the issue.
(n)   You agree to use the App in compliance with any Security Protocol established by VCM. This includes, but is not limited to, using a web browser that supports the encryption standards required by VCM and, if applicable, complying with two-factor authentication (2FA) requirements. VCM reserves the right to modify or enhance its Security Protocols as necessary, with reasonable notice to you, to address advancements in technology and security practices.
(o)   You are responsible for obtaining and maintaining the necessary equipment, software, and Internet access to use the App. You must also ensure that your systems are free from viruses, bugs, and other harmful elements. VCM is not responsible for any issues arising from your failure to maintain adequate security measures.

3. Client Warranties

(a) Upon becoming a Client with VCM, you warrant that (including each person on whose account or behalf you are acting):

(i) You are a resident of a jurisdiction where it is lawful to use our Services, and that you are not a United States citizen or resident; or

(ii) Where the Client is not a natural person, that the Client is duly incorporated or otherwise validly existing in accordance with the laws of Australia or any other relevant jurisdiction, and that the Client has the necessary power, authority and capacity to enter into these Terms;

(iii) You are not acting and/or representing as a nominee for, or otherwise for the Account or benefit of, any Ineligible Persons; and

(iv) The information you have provided to VCM is true and accurate, including but not limited to all Personal Information, such as your primary Country of Residence, State/Territory and Postcode (for Australian residents) or the Region, District/City and Postcode (for permitted jurisdictions).

(v) You will notify VCM promptly of any changes to your personal or financial circumstances that may affect your ability to comply with these Terms.

(b) As a Client of VCM, you warrant on a continuing basis that:

(i) You are authorised to give instructions on behalf of the relevant Entity or the individual to whom the Account belongs;

(ii) All information you provide to VCM shall be true and correct, accurate, complete and not misleading and that we may rely on that information;

(iii) You have not engaged in, nor will you participate in any activity in breach of these Terms and any applicable law, including Australian law or the laws of your jurisdiction;

(iv) You will not use VCM’s Services for any illegal or unauthorised purpose, including money laundering, terrorist financing, or other criminal activities;

(v) In relation to instructions and representations made by a Client’s nominated individual and/or Agent:

(a) VCM is able to rely on those instructions and representations as if they were made by the Client directly without conducting further investigation as to the validity and authenticity of representations and instructions made by your nominated individual or Agent;

(b) VCM has the sole discretion to not act on those instructions and representations for reasons including, but not limited to, forming a suspicion around those instructions and representations;

(c) You agree to indemnify and hold VCM harmless from any liability that arises from the actions performed by VCM in reliance on the instructions and representations made by your nominated individual or Agent; and

(d) You understand the risks of fraudulent instructions being issued by a nominated Individual or Agent;

(vi) Any Wallet address or bank account provided by you or your Agent in connection with a Trade or for any reason whatsoever is within your sole control and possession, unless you specifically advise us otherwise in writing; and

(vii) You have legal title or interest in all Funds in connection with the Services.

4. Services

(a) VCM’s Services means the services as defined in the Schedules of these Terms;

(b) A Client who wishes to use VCM’s Services must:

(i) Complete the Client Application Form;

(ii) Provide any information required by VCM or by VCM on behalf of any relevant Service Providers in order to facilitate the Services, including any Trade;

(iii) Provide any information, including Personal Information, required by VCM to meet its obligations in accordance with the AMLCTF Act and authorise VCM to disclose such information to any third parties, such as AUSTRAC, to meet its obligations under said Act; and

(iv) Pay any Fees payable to VCM in consideration for the Services.
(c) You acknowledge and agree that:

(i) VCM does not provide personalised advice on any risks, investment strategies or decisions concerning cryptocurrency or Fiat currency, and that you will or have had the opportunity to seek independent financial or legal advice prior to utilising the Services;

(ii) VCM does not hold Funds for any purpose other than to facilitate Trades or to hold/apply amounts in connection with the Services; and

(iii) Any Trade instruction you, your Agent or nominated individual gives to VCM must include an instruction as to where to deposit the proceeds of any Trade.

(d) You acknowledge that VCM may do anything we deem necessary in order to provide the Services to you, including engaging any Service Providers or third parties to carry out any part of the instructions you provide to us.

(e) Any Promotional Trades issued by VCM will be notified to you from time to time. VCM at its sole discretion can attach any terms it sees fit, including but not limited to the expiry of the promotion period and the Fees associated with the Promotional Trade. You acknowledge that these terms shall prevail should there be an inconsistency between the terms associated with the Promotional Trades and these Terms.

(f) VCM does not operate any discretionary accounts unless expressly agreed in writing. Unless otherwise expressly provided by these Terms or agreed for a discretionary account, VCM will only act on your instructions (including those given by your nominated individual or any Agent).

(g) The Services described in these Terms do not include the issue, offer, arrangement, dealing in or distribution of any financial product as defined under the Corporations Act 2001 (Cth). If VCM issues or provides a financial product, it will be governed by separate terms provided to you at the time, and those terms will prevail over these Terms to the extent of any inconsistency.

5. Funds

(a) VCM is not authorised to withdraw or transfer your Funds without your express instructions, except where such withdrawal or transfer is necessary to execute a Trade that you have expressly consented to. Your instructions may be provided in writing, directly to us, via email, through any Website, or through any communication app approved by VCM. For the avoidance of doubt, your express consent to enter into a Trade constitutes an instruction to withdraw your Funds for the purposes of executing that Trade.

(b) VCM can only withdraw and remit your Funds as instructed, to an account held in your name. VCM is generally unable to remit funds to any third party bank account and may only do so at its sole discretion considering the circumstances of the Services offered and the nexus of the third party account to be remitted to as part of the Services offered to you.

(c) In respect of the Banking Account or Wallet used by VCM specifically for the purposes of giving efficacy to its Services and carrying out your Trade instructions:

(i) You authorise VCM to withdraw from your Funds, any Fees payable to VCM and/or any relevant third parties;

(ii) You acknowledge VCM may retain all interest earned on your Funds in the Banking Account and may, at its sole discretion, pass on a portion of the earned interest to you;

(iii) VCM may suspend access to your Funds if it deems necessary to prevent a breach of these Terms, the laws of Australia, if required to do so by law or if it is otherwise necessary. Such grounds include, inter alia:

(a) Any breach or reasonable suspicion of breach of the AMLCTF Act and our AMLCTF policy, including where those grounds relate to the suspicion that the Funds or any part thereof were in connection with criminal activity, money laundering or terrorist financing;

(b) We discover that you are not the legal or beneficial owner of the Funds transferred by you to us;

(d) Any other reason we deem at our discretion, on a reasonable basis.

(iv) You shall have no claim of access to your Funds during the suspension and you agree to provide assistance with all requests for information in connection with the reason for the suspension.

(v) You acknowledge that VCM’s Service Providers may suspend access to your Funds for compliance reasons and VCM has no control over the decisions made by Service Providers. Suspension by a Service Provider will be deemed a suspension by VCM under these Terms and you shall have no claim of access to your Funds during the suspension. For the avoidance of doubt, and to the maximum extent permitted by law, VCM bears no responsibility for any loss, delay, or unavailability of assets where such circumstances arise from actions taken by Service Providers, counterparties, or exchanges pursuant to their own compliance, legal, or risk management obligations.

6. Set-Off and Netting

(a) All amounts owing between you and VCM shall be set-off and netted against each other to determine a single net amount payable by one party to the other, at the sole discretion of VCM. This netting applies to all amounts then owing and payable under these Terms, regardless of the nature of the obligation or the currency (Digital Asset or Fiat) in which it is denominated. For the avoidance of doubt, set-off and netting may be effected against any Funds (including Trust Amounts) and any credit balance in a Banking Account or Wallet held by or on behalf of VCM for you, and you irrevocably authorise VCM to appropriate and apply those amounts toward any amounts you owe to VCM under these Terms. VCM may convert currencies or Digital Assets at a rate it reasonably determines to effect such set-off an

netting, and will notify you as soon as reasonably practicable after doing so.

(b) Without limiting the operation of this clause, VCM reserves the right, at any time and without prior notice (whether or not either party has committed an Event of Default), to demand payment from you for any specific amount owing, which shall be separately identified in the demand or notice provided to you.

(c) You acknowledge and agree that the operation of this clause may result in the reduction or extinguishment of amounts otherwise payable by VCM or you, and that such set-off and netting shall be final and binding.

7. Custody

(a) Custody provided by VCM, whether as a standalone service or incidental to other Services, is governed by the terms outlined in Schedule 3. Digital Assets provided by you in connection with our Services will be held in segregated wallets, separate from VCM’s own assets and the assets of other clients. VCM will maintain custody records for all Digital Assets held in your Account, including details of deposits, withdrawals, and any other information reasonably requested by you.

(b) Fiat currency provided by you in connection with a Trade may be deposited into a bank account maintained by VCM that also contains VCM’s own funds. Such Fiat currency will be commingled with VCM’s own funds; however, VCM will maintain accurate records identifying the amount of Fiat currency attributable to you. To the extent recorded by VCM as attributable to you, such amounts are held by VCM on trust for you, and are subject to any deductions, Fees, or adjustments permitted under these Terms. You acknowledge that interest (if any) earned on such funds may be retained by VCM unless otherwise required by law or expressly agreed. Notwithstanding the trust described above, you irrevocably authorise VCM to apply the Trust Amounts in accordance with clause 6(a) to satisfy any amounts you owe to VCM under these Terms.

(c) VCM may engage third party Service Providers to hold or custody Digital Assets on your behalf. While VCM will take reasonable steps to ensure the security and integrity of such arrangements, VCM is not liable for any Loss arising from the acts or omissions of these third party Service Providers, except to the extent caused by VCM’s gross negligence, fraud, or wilful misconduct.

(d)   VCM does not provide insurance for your Digital Assets held in custody. You acknowledge that you are solely responsible for obtaining any insurance coverage for your Digital Assets where required.
(e)   All Funds and Digital Assets recorded by VCM as held on your behalf are held on trust for you, subject to clause 7(b) in relation to commingled Fiat currency. VCM’s records are conclusive for determining your beneficial interest in any commingled Fiat balance and in any Digital Assets held in custody.
(f)   You agree to indemnify VCM against any costs, charges, or expenses incurred in connection with the custody of Digital Assets, except to the extent caused by VCM’s gross negligence, fraud, or wilful misconduct.

(g) Without limiting any other right, VCM may appropriate and apply the Trust Amounts towards any amounts owing by you to VCM under these Terms, whether or not due and payable, and whether arising in connection with the custody of the Trust Amounts or otherwise. VCM will give notice to you as soon as reasonably practicable after exercising this right.

8. Trade Instructions

(a) You agree that you are solely responsible for, and bound by, all contracts, obligations, costs, and expenses incurred by VCM in connection with your Trade instruction. You also represent and warrant that your Trade instruction is accurately suited to your purposes.

(b) You acknowledge that all Trade instructions submitted by you to VCM will be carried out in the manner and form advised by VCM to you in advance, and that transmission of instructions by you is at your own risk.
(c) You warrant that any Trade instruction submitted by you or any person claiming to be you, or your Agent is binding, whether directly to us or through any Website or communication app, and can be relied on as a genuine instruction. You further acknowledge that VCM is not required to vet the authenticity of the Trade instruction and can act on the instruction in operating and facilitating the Trade. You also agree to be bound by any Trade instruction communicated by an Agent nominated by you to VCM and you shall hold VCM harmless from any and all liability, whether in contract or tort, from the instructions provided to VCM by your nominated Agent;

(d) VCM has the right, without notice or explanation, not to act on or execute your Trade instruction. VCM also does not guarantee the submission of your Trade instructions to the Service Provider notwithstanding it will use its best endeavours to do so. Reasons for the whole, partial or non-execution of your Trade instruction could arise from multiple factors, including but not limited to:

(i) Your instructions being vague, ambiguous, indecipherable or otherwise not actionable;

(ii) Your instructions would result in a contravention of the laws of Australia or any other country;

(iii) Your instructions would be in contravention of the terms and conditions of VCM or the Service Provider;

(iv) An act or omission or delay by the Service Provider;

(v) The order was unable to be placed on the Service Provider’s platform;

(vi) The Digital Asset or Fiat currency is too thinly traded;

(vii) The Digital Asset is unable to be traded due to a trading halt (suspension);

(viii) Your Funds balance is insufficient to process your Trade instruction through the Service Provider; or

(ix) Your Trade instructions not being received in a timely manner by VCM.

(e) Should VCM be unable to execute your Trade instruction for whatever reason, VCM will inform you as soon as practicable and will either provide a refund of any Funds in connection with the Trade instructions as soon as practicable, or accept a new Trade instruction from you, which displaces any prior unexecuted Trade instruction in relation to the Funds.

(f) You are responsible for providing VCM with your Trade instructions. Under no circumstances will VCM, its Service Providers or agents place a Trade without a Trade instruction from you, your Agent, or nominated person.

(g) VCM reserves its right, at its sole discretion, to only accept Trade instructions which have a certain minimum value, as advised by VCM to you from time to time.

(h) The proceeds from any Trade shall be subject to our Fees, which includes fees to be paid or payable to any Referrer or Service Provider.

(i) VCM is not obliged to offer the same terms in response to a Trade instruction as any previously instructed Trade, regardless of whether the previously instructed Trade was completed.
(j) You acknowledge that VCM is not liable for delays in executing Trade instructions due to market conditions, technical issues, or the actions or omissions of third-party Service Providers.

(k) Once submitted, a Trade instruction cannot be cancelled or amended unless expressly agreed by VCM. You acknowledge that VCM is not obligated to accommodate such requests.

(l) VCM’s operating hours are Monday to Friday, from 10am to 6pm Melbourne time (AEST/AEDT) (excluding Victorian public holidays). While VCM may at its sole discretion undertake Trades on your behalf outside of its operating hours, you acknowledge and agree that there is no expectation for VCM to do so in respect of your Trade instructions. VCM disclaims any Loss or perceived Loss arising out of a failure to execute a trade outside of VCM’s operating hours.

9. Disclaimer and Client Acknowledgements

(a) Trading in Digital Assets entails risks. You acknowledge and/or agree that:

(i) VCM makes no representation or guarantees whatsoever about the value, performance or growth of any Digital Asset we trade on your behalf or its suitability for your goals, financial conditions or needs. VCM does not offer financial advice or accept responsibility for financial or investment advice given by others, whether in connection with the use of our Services or not.

(ii) You:

1. Understand the risks associated with Digital Assets and their susceptibility to volatility;

2. Are solely responsible for your decision to enter into Trades with Digital Assets using our Services;

3. Are responsible for considering your personal circumstances and whether a Trade is suitable for you;

4. Understand that all Digital Asset transactions are irreversible, and that VCM is unable to guarantee the security or stability of blockchain networks;

5. Understand that past performance does not constitute an indicator or assurance of future success or performance in respect of the trading or holding of any Digital Asset; and
6. Use our Services at your own risk.

(iii) Some jurisdictions may prohibit the purchase, sale or holding of Digital Assets. VCM makes no representation in relation to the legality of Digital Assets and it is solely your responsibility to ensure that you comply with laws regarding the purchase, sale or holding of Digital Assets in any jurisdiction you may submit to.

(iv) VCM does not provide personalised advice or financial product advice. Any information provided by VCM is of a general nature only, and provided on an "as is" basis without warranties of any kind, either express or implied, including without limitation warranties of title or implied warranties of fitness for a particular purpose.

(v) You understand you should seek independent professional advice and rely upon your own judgement about your financial position, needs and objectives when using our Services or prior to providing Trade instructions.

(b) You authorise VCM to provide your information to the Service Provider on an as-needed basis to facilitate the Services to you, including but not limited to the provision of your Personal Information.
(c) You acknowledge and agree that the Personal Information you provide to VCM will be stored on servers operated or controlled by VCM. You further acknowledge that VCM uses servers, which may be located outside of Australia.

(d) You acknowledge and agree to be bound by any applicable Service Provider’s terms and conditions in addition to these terms and conditions.
(e) You acknowledge and agree that VCM, to the greatest extent permissible by law, is not liable for any Loss, regardless of the cause of action (including contract, warranty, strict liability or tort) which you may suffer resulting from:

(i) Your use of or inability to use our Services, including any App and/or Website, and your access to information explicitly or implicitly made or provided by us, notwithstanding any errors or omissions, including negligence.

(ii) Any defects in the technological infrastructure at VCM or the Service Provider, or failure or service interruption of the telecommunications network used by VCM or the Service Provider, which impacts the provision of the Services;

(iii) Any unilateral action by the Service Provider outside of VCM’s control, which causes VCM to be unable to receive or refund any Funds you provided to VCM, to carry out your Trade instructions, to complete a Trade or to distribute Trade proceeds;

(iv) Any omission, inaccuracy, error or fault in your Trade instruction;

(v) Any omission, inaccuracy, error or fault in the information provided or submitted to VCM by you or a person on your behalf and or by a third party;

(vi) Any delay, error, fault or omission in the execution of your Trade instruction;

(vii) Any event of Force Majeure which results in any failure of VCM from performing its obligations to you, including:

1. An act of God including but not limited to earthquake, flood, fire, explosion, landslide, lightning, action of the elements, force of nature, washout, storm or storm warning or natural disaster;

2.   Strike, lockout, boycott, work ban or other labour dispute or difficulty;
3.   Acts of government or regulatory authorities, including changes in laws or regulations;
4.   Cyberattacks, data breaches or technological failures;
5.   Pandemics, epidemics or other public health emergencies;
6.   Acts of terrorism, civil disturbance, blockade, embargo, sabotage, insurrection, riot or malicious damage;

7. Any other causes beyond our control; or
8. Disruptions to blockchain networks, including forks, protocol changes, or network congestion.

(viii) Whether inadvertent or otherwise, your disclosure of your Wallet private key or your Wallet private key otherwise becoming known to third parties;

(ix) Congestion, fork, protocol change, smart contract vulnerabilities, failure or error on the relevant blockchain or network of the Digital Assets relevant to your Trade;

(x) Your instructions to transfer any Digital Assets to the wrong Wallet address or any Fiat to the wrong Banking Account or recipient;

(xi) Any unauthorised access by third parties to your transmission or communication tools, premises or equipment or unauthorised access to or alteration, theft, loss or destruction of your Wallet, network, systems, applications, data files, programs, procedures, or information through accident, fraudulent means or devices, or by any other method;

(xii) Fraud by or insolvency of any Service Provider; and
(xiii) Recovery risks associated with the commingling of Fiat with VCM’s own funds in the event of insolvency.

(f) You acknowledge and agree that once given, a Trade instruction cannot be withdrawn, amended or cancelled, as the Trade instruction may have already been executed or submitted to a Service Provider for execution.

(g) You agree and acknowledge that it is your sole responsibility to maintain the confidentiality of your Account information and any access to communication tools which you use to communicate your instructions to us. If you believe your account or communication tool has been compromised, please contact VCM immediately.

(h) You acknowledge that any Trade instruction submitted by you will be your sole responsibility and you warrant not to hold VCM liable for any liability suffered resulting from your Trade instruction.

(i) You acknowledge that no credit facility will be provided by VCM to you or on your behalf to the Service Provider for the facilitation of the Trade unless in accordance with a specific Service.

(j) You acknowledge that certain Digital Assets are fungible, meaning they are interchangeable and indistinguishable from one another. As such, the fungible Digital Assets distributed to you by VCM may not be the exact same Digital Assets that you originally transferred to us, but will be of the same type.

(k) You acknowledge that you may not assign your Account or any rights or obligations under these Terms to any other individual or Entity without our express written consent. Any attempted assignment without our consent shall be deemed null and void. You also acknowledge that VCM reserves the right to assign or transfer its rights and obligations under these Terms to any third party without your consent, provided that such assignment does not materially affect your rights under these Terms.

(l) You agree that, to the maximum extent permitted by law, we disclaim liability for all loss or damage arising as a result of being a client of VCM and your usage of the Services, including your usage via any App and/or Website. We also disclaim your access to any information expressly or implicitly made or given by us, notwithstanding any error or omission, including negligence.

(m) The Website or App may include financial data, market quotes, news, research, or other information provided by third parties. Such information is not an endorsement or recommendation by VCM regarding the suitability of any Service, investment, or transaction. While VCM endeavours to source reliable third-party information, it does not guarantee its accuracy, completeness, or timeliness. You assume full responsibility for any decisions or actions taken based on such information. VCM does not guarantee the accuracy of any such information.

(n) VCM does not guarantee that the App will operate without interruptions or errors. You are responsible for implementing safeguards to protect your operations from potential disruptions or damages.

(o) VCM is not disqualified from contracting with any person, and no contract, transaction, or arrangement in which VCM is in any way interested is avoided or made voidable by virtue of your agreement with VCM. VCM is not obliged to notify you of any such other roles, contracts, transactions, or arrangements, nor is it liable to account to you for any profit realised by any such contract, transaction, or arrangement in connection with these Terms.

(p) The provisions of this clause will survive any Trade completed with you and any change or elimination of these Terms and/or the App and Website.

10. Disclosure of Fees

(a) All Fees will be communicated to you prior to the provision of Services by VCM. Any Fees published on any Website and App are subject to change without prior notice to you. However, VCM will endeavour to notify you of any changes to the Fees at a reasonable period prior to any amendments to the current Fees.

(b) You acknowledge that all Fees including Referrer Fees in connection with Services rendered shall be deducted from your Funds or from the proceeds of a Trade as instructed by you.

(c) VCM may receive commissions and other benefits from third parties in relation to Trades entered into with you or in connection with other services provided to you. VCM is entitled to retain such commissions and benefits without disclosure to you.
(d) Any late payment of any Fees may be charged interest at the sole discretion of VCM.

11. Margin

(a) Some Trades may require Margin Cover. The minimum amount of Margin Cover required by VCM will be determined at its sole discretion and may be adjusted from time to time. You are required to maintain the minimum Margin Cover at all times, regardless of whether VCM provides notice of the required amount. Failure to maintain the required Margin Cover constitutes an Event of Default under these Terms.

(b) You acknowledge that failure to maintain the required Margin Cover may result in the automatic liquidation of collateral held in relation to the Trade, without prior notice to you. Such liquidation will be executed at your sole cost and risk.

(c) Margin requirements are calculated based on factors including, but not limited to, market conditions, the type of Digital Asset, and your account activity. VCM reserves the right to adjust Margin requirements dynamically and without prior notice.

12. Trademarks and Intellectual Property

(a) Unless otherwise noted, all materials, including images, illustrations, designs, icons, photographs, and written and other materials that are part of the App and Website are copyrights, trademarks and/or other intellectual property owned, controlled or licensed by VCM. The App and Website as a whole is protected by copyright, all worldwide rights, titles and interests in and to which are owned, controlled or licensed by VCM, and you agree not to use VCM’s trademarks, logos, or proprietary materials without VCM’s prior written consent.

(b) All other trademarks, service marks, product names and company names or logos appearing on the App and Website are the property of their respective owners. Any use of such trademarks, service marks, product names and company names or logos, including the reproduction, modification, distribution or republication of same without the prior written permission of the owner of same, is strictly prohibited.

(c) The materials on the App and Website are intended solely for personal, non-commercial use by you. You may download or copy the downloadable materials displayed on the App and/or Website for your personal use only.

(d) No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of, or exploit in any way, in whole or in part, any of the materials on the App/Website, the App/Website as a whole, or any related software without the prior written permission of VCM.

(e) You acknowledge that VCM or its service providers retain all rights, title, and interest in the systems, networks, and data associated with the App. You are granted a non-exclusive right to use these systems solely for the purposes intended by VCM. You must not use, reverse engineer, tamper with, disclose, or exploit the systems or data for any unauthorised purpose, including but not limited to scraping, harvesting, mining or otherwise collecting data, metadata or information from the App, interference with the performance, integrity or availability of the systems, network or data associated with the App, decompiling, modifying, or creating derivative works from any part of the systems or data associated with the App.

13. Notice

(a) Any notice, request, demand or other communication may be sent to your postal or electronic address last notified to us and the notice, request, demand or other communication shall be taken to have been received by you:

(i) When sent by email, it will be treated as received when it enters your information system; or

(ii) When sent to your postal address, it will be treated as having been received on the second Business Day after posting.

14. Event of Default

(a) The following circumstances will be considered an Event of Default under these Terms:

(i) You fail to comply with any provision of these Terms, whether through action or inaction, including but not limited to submitting a Trade instruction that violates these Terms;

(ii) You engage in a Trade that VCM reasonably believes may contravene applicable laws, regulations, or rules, regardless of whether you are aware of the potential breach;

(iii) You do not pay any amounts owed to VCM, including but not limited to Fees, Margin payments, or other charges, by the required deadline;
(iv) You do not maintain the required Margin Cover as determined by VCM;

(v) You do not fulfil your obligations related to the settlement of a Trade, including failing to meet any grace period for settlement obligations granted by VCM;

(vi) You do not adhere to any limits or restrictions imposed by VCM on your Account, such as restrictions on the type, volume, or value of Trades;
(vii) Any representation, warranty, or information provided by you under these Terms is found to be false, inaccurate, or misleading in any significant way;

(viii)   You become insolvent, declare bankruptcy, or are subject to liquidation, administration, or similar proceedings;
(ix)   You engage in unauthorised or unlawful activities, including but not limited to money laundering, financing of terrorism, or other criminal conduct;
(x)   You fail to provide information or documentation requested by VCM to meet its legal or regulatory obligations, including those under the AMLCTF Act;

(xi) If you are an individual, you pass away, become mentally incapacitated, or your estate becomes subject to laws governing mental health; or
(xii) Any other event or situation arises that VCM reasonably determines to constitute an Event of Default under these Terms.

(b) If an Event of Default occurs, VCM may, at its sole discretion and without prior notice to you, take any of the following actions:

(i) Cancel any pending Trade instructions;
(ii) Finalise any ongoing Trades or cancel Trades, whether or not they have been settled, and make necessary adjustments to your Account;

(iii) Close Out some or all of your Open Positions, with any resulting costs and risks borne by you;
(iv) Terminate these Terms, your Account, or any specific Trades or associated schedules;

(v) Enforce or realise any security or guarantees provided by you to fulfil your obligations to VCM;

(vi)   Convert any amounts owed by you to VCM, or by VCM to you, into another Digital Asset or Fiat;
(vii)   Determine and declare any amounts owed by you to VCM as immediately due and payable; or
(viii)   Exercise any other rights or remedies available under applicable laws or these Terms in relation to your Trades.

You acknowledge and agree you remain responsible for any shortfall resulting from actions taken by VCM under this clause and are entitled to any surplus that may arise.
(c) VCM will use reasonable efforts to notify you upon the occurrence of an Event of Default. However, failure to provide such notice does not affect VCM’s rights under these Terms.
(d) You may terminate these Terms if VCM materially breaches its obligations. However, you acknowledge that certain Trades may not be automatically terminated upon a default by VCM due to the potential for significant disruption or irreversible Losses to you. In such cases, VCM will take reasonable steps to assess and mitigate the impact of the default and may elect to maintain, Close Out, or otherwise manage the affected Trades in a manner that minimises harm to all parties. This does not affect your right to seek remedies for Losses caused by VCM’s default.

(e) In addition to the remedies listed in this clause, VCM may pursue any other remedies available under applicable laws.

15. Termination

(a) VCM may terminate these Terms and your Account by providing written notice to you or through communications via the App and/or Website. Termination with notice will take effect on the date specified in the notice, or if no date is specified, immediately upon delivery of the notice.

(b) VCM reserves the right to terminate these Terms and your Account immediately and without prior notice upon the occurrence of any Event of Default as defined in these Terms.

(c) You may terminate your Account at any time by providing 30 days’ written notice to VCM via email at compliance@vantagefo.com. The notice period will take effect upon receipt of the notice by VCM.

(d) Upon termination of your Account, you will no longer be entitled to access VCM’s Services. Any outstanding Trade instructions will be handled as follows:

(i) For any Trade that has not commenced, the Trade is deemed withdrawn by reason of the termination;
(ii) For any Trade that is ongoing, VCM will take reasonable steps to settle the Trade in accordance with its terms, subject to any applicable Fees or charges;

(iii) For any Trade that has completed, VCM will distribute the proceeds, minus any Fees owing to VCM or to the Service Provider, to your nominated Wallet, Banking Account, recipient, or beneficiary, subject to clause 5(b);

(e) Upon termination of your Account, VCM will transfer any Digital Asset or Fiat held in custody to a nominated wallet or bank account in your name, subject to the settlement of any outstanding Fees or charges.

(f) You acknowledge that upon termination, you remain liable for all outstanding Fees, Margin Cover requirements, and any other amounts owed to VCM and/or any Service Provider. You must pay any outstanding amounts within 7 Business Days of the date of termination. Unpaid amounts will accrue interest at a rate set by VCM and communicated to you. You agree to indemnify VCM for any amounts owed to third parties in connection with your use of the Services, including the submission of Trade instructions.

(g) Your access to VCM’s Services will be terminated upon the earliest occurrence of:
(i) The termination of your Account; or

(ii) The occurrence of an Event of Default as defined in these Terms.

(h) Upon termination, the parties are released from obligations and liabilities arising out of these Terms, except for any obligations that expressly or by necessary implication survive termination. For the avoidance of doubt, you remain liable for any outstanding Fees or breaches of these Terms that occurred prior to termination.

(i) VCM may, at its sole discretion, take any of the following actions upon termination:

(i) Close Out some or all of your Open Positions;

(ii) Retain or apply any Funds or Margin Cover held in your Account to satisfy amounts owing to VCM or any Service Provider;
(iii) Cancel any outstanding Trade instructions or Trades;

(iv) Recover any Losses incurred by VCM as a result of the termination; and

(v) Take any other action deemed necessary to protect VCM’s interests, including reporting the termination to relevant authorities.

16. Dispute Resolution

(a) The parties agree that any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be resolved exclusively by arbitration in lieu of court action, except as expressly provided in this clause.

(b) In the event of a dispute, VCM’s records of electronic or telephone correspondence shall, in the absence of evidence to the contrary, be deemed conclusive proof of the email, internet, or telephone contact information exchanged between VCM and you.

(c) Any dispute, controversy, or claim arising out of, relating to, or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with its Arbitration Rules. The seat of arbitration shall be Melbourne, Australia, and the proceedings shall be conducted in English. The arbitration shall be presided over by a single arbitrator, whose decision shall be final and binding on both parties, with no right of appeal except as required by law. Nothing in this clause prevents VCM from commencing debt recovery proceedings in a court of competent jurisdiction for amounts due and payable by you.

(d) Each party shall bear its own legal costs associated with the arbitration. The costs of the arbitrator, including any administrative fees, shall be shared equally between VCM and you, unless the arbitrator determines otherwise in the final award.

(e) This clause does not preclude either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction where such relief is necessary to protect that party’s rights pending the resolution of the arbitration.

17. Legal Compliance

You shall use our Services including any App and Website for lawful purposes only. You shall not transmit to VCM either directly or through any App and/or Website any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law, including any Australian law and law of your jurisdiction. We reserve the right, in our sole discretion, to refuse to offer you the Services and/or to terminate your access to any App and Website for any breach of this provision or any other provision of these Terms.

18. Confidentiality

(a) Each Party agrees to ensure that the Confidential Information of the other party (Disclosing Party) is kept confidential.

(b) Where there is a discrepancy between this clause and our privacy policy, our privacy policy will take precedence to the extent that the Confidential Information is personal information covered by our privacy policy. A copy of the VCM privacy policy can be found on its Website.

(c) A party who receives the Disclosing Party’s Confidential Information (Receiving Party) must not, without the express prior written consent of the Disclosing Party:

(i) Directly or indirectly divulge or communicate or otherwise disclose the Confidential Information of the Disclosing Party, in whole or part, to any third party; or

(ii) Use any of the Confidential Information of the Disclosing Party for any purpose other than exercising its rights or fulfilling its obligations under these Terms.

(d) A Receiving Party must take all precautions that are reasonably necessary to prevent:

(i) Any unauthorised access to the Disclosing Party’s Confidential Information by a third party,

(ii) Any unauthorised disclosure of the Disclosing Party’s Confidential Information to a third party;

(iii) Any unauthorised use of such Confidential Information by any person whatsoever.

(e) A Receiving Party shall inform the Disclosing Party of any suspected or actual incident of unauthorised access, use or disclosure of Confidential Information.

(f) A Receiving Party will not be in breach of its obligations with respect to disclosure of the Disclosing Party’s Confidential Information if it discloses information that:

(i) Was at the time in the public domain;

(ii) It is required to disclose by law;

(iii) Is disclosed to a financial institution or relevant entity to comply with the Receiving Party’s contractual obligations and applicable Australian laws and regulations, limited to what is necessary for disclosure; or

(iv) Was developed or obtained independently by the Receiving Party, without the use of any of the Disclosing Party’s Confidential Information.

19. Indemnity

(a) In addition to any other indemnities contained in these Terms, you agree to indemnify and hold us, the company and our directors, officers, agents, representatives and employees harmless against any actions, claims, demands, proceedings, costs, damages, expenses, liabilities and losses (including without limitation legal costs on a solicitor and client basis) paid, suffered or incurred by us directly or indirectly as a result of:

(i) Us undertaking your instructions in respect of the Services offered by VCM to you;

(ii) Any failure by you to comply with these Terms;

(iii) Any breach of your representations and warranties set forth in these Terms;

(iv) Any default by a Service Provider or banking institution which holds your Funds, or which holds any Digital Assets or Fiat currency beneficially owned by you in connection with our Services, including in connection with any Trade instruction you provided to us;

(v) Any claims or losses arising out of our distribution of proceeds from a Trade to a recipient or beneficiary as authorised or nominated by you.

(b) Each indemnity in these Terms is a continuing obligation, which is independent of and separate from your other obligations and survives termination of these Terms.

(c) You acknowledge and agree that subject to the laws of Australia and to the maximum extent possible, any liability that arises under these Terms, to the detriment of VCM, shall be limited to, at the sole discretion of VCM:

(i) The provision or the cost for the provision of the same Services again in connection with the claim; or

(ii) All Fees earned by VCM in relation to the claim or $100, whichever is higher;

(d) Any liability shall be mitigated and limited by any acts or omissions by you resulting in the liability arising.

20. Waiver

The non-existence of, or delay in exercising any power or right of a party does not operate as a waiver of that power or right, nor does any single exercise of a power or right preclude any other or further exercise of it or the exercise of any other power or right. A power or right may only be waived in writing, signed by the party to be bound by the waiver.

21. Severance

Any provision in these Terms which are invalid or unenforceable in any jurisdiction is to be read down for the purposes of that jurisdiction, if possible, so as to be valid and enforceable, and is otherwise capable of being severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this contract or affecting the validity or enforceability of that provision in any other jurisdiction.

22. Governing Law

These Terms are governed by the laws of the state of Victoria, Australia and all parties agree to submit to the exclusive jurisdiction of the courts of that state.

23. General

We may from time to time change the rules that govern your use of our Services. Your use of our Services following any such change constitutes your agreement to follow and be bound by the terms as changed. We may change, move or delete portions of, or may add to, these Terms from time to time.

SCHEDULE 1

DIGITAL ASSET CONVERSION

This Schedule forms part of the Terms and is binding on all Clients who utilise VCM’s Digital Asset Conversion services.

1. Definitions

Capitalised terms used in this Schedule have the same meaning as defined in the Terms, unless otherwise specified.

For the purposes of this Schedule:
(a) Wallet has the meaning given in Clause 1 of the Terms.

(b) Confirmation has the meaning given in Clause 1 of the Terms.

(c) Conversion means a Trade involving the process of exchanging Digital Assets for Fiat currency, Fiat currency for Digital Assets, or Digital Assets for other Digital Assets, facilitated by VCM in accordance with your instructions and these Terms.
(d) Settlement in this Schedule 1 means the transfer of Fiat currency or Digital Assets to your nominated bank account or Wallet following the completion of a Conversion.

2. Purpose and Application

This Schedule governs all Trades where a Client instructs VCM to convert:

(a) Digital Assets into Fiat currency;
(b) Digital Assets into other Digital Assets; or

These provisions apply in addition to the Terms. In the event of any inconsistency between this Schedule, the Terms or the Confirmation, the Confirmation shall prevail with respect to Conversions.

3. Process for Conversion

(a) VCM may facilitate Conversions as your agent or act as counterparty (i.e., directly buying, selling, or exchanging Digital Assets to or

from you). The method of execution will be determined at VCM’s sole discretion.
(b) Upon receipt of your instructions and cleared Funds, VCM will issue a Confirmation to you, detailing the specifics of the Trade, including but not limited to the type of Conversion, the amount, and the relevant Fiat or Digital Assets associated with the Conversion. Once you accept the Confirmation, VCM will execute the Conversion and arrange Settlement to your nominated bank account or Wallet.

(c) VCM will rely on the Settlement details provided by you. You acknowledge that VCM is not required to verify the accuracy of those details and is not responsible for any errors, inaccuracies, or losses caused by your incorrect Settlement information.

(d) The completion of Conversions may be impacted by external factors, including banking systems, blockchain network congestion, forks, protocol changes, or third-party service providers. VCM is not responsible for Settlement delays outside its reasonable control.

(e) Any Fees, transaction costs, or network charges may be deducted from the amount converted prior to Settlement. These fees will be disclosed to you before the Conversion is executed or otherwise made available to you.

4. Client Responsibilities

You are solely responsible for ensuring the accuracy of all Settlement details, including Wallet addresses, banking details, and beneficiary information.

In addition to clause 9 of these Terms, you acknowledge and agree that:

(a) Conversions involve risks, including but not limited to volatility, Settlement failure, irreversibility, blockchain network congestion, forks, protocol changes, and vulnerabilities in smart contracts;
(b) VCM is not responsible for losses resulting from inaccurate or incomplete instructions provided by you;

(c) VCM may delay, suspend, or refuse a Conversion if required by law, regulation, or its compliance obligations (including obligations under the AMLCTF Act);

(d) VCM may perform due diligence or checks on nominated Settlement accounts or Wallets to ensure compliance with applicable laws and regulations, which may delay Settlement; and

(e) Once Settlement has been made to your nominated bank account or Wallet, VCM has no further responsibility for the custody, security, or control of the Fiat currency or Digital Assets.

5. Liability

In addition to clause 9 of the Terms, you acknowledge and agree that to the fullest extent permitted by law, VCM will not be liable for any Loss arising from:

(a) Settlement to an incorrect Wallet or bank account where the details were provided by you;
(b) Unauthorised use or control of the Settlement Wallet or bank account by third parties;

(d) Market movements, including price volatility and liquidity risks, between the time you submit instructions and the time the Conversion is executed; or
(e) losses caused by third-party service providers engaged to facilitate the Conversion or Settlement process.

Nothing in this Schedule limits your rights to seek remedies for Losses directly caused by VCM’s fraud, wilful misconduct, or gross negligence. VCM is not liable for any Loss arising from events beyond its reasonable control, including but not limited to natural disasters, cyberattacks, regulatory changes, or disruptions to blockchain networks, as outlined in clause 9(vii) of the Terms.

SCHEDULE 2

BESPOKE STRUCTURE

This Schedule forms part of the Terms and applies to any bespoke bilateral agreement between VCM and a Client documented by a Confirmation (each, a Bespoke Structure).

1. Definitions

Capitalised terms have the meaning given in the Terms unless stated below. Any additional definitions for a Bespoke Structure may be set out in the Confirmation.

(a) Bespoke Structure means a binding bilateral agreement between VCM and the Client documented by a Confirmation.
(b) Principal Amount means the quantity of the asset identified in the Confirmation as provided by you to VCM or by VCM to you.

(c) Settlement means completing the Bespoke Structure by paying or delivering the asset(s) stated in the Confirmation (and, if applicable, returning any collateral) on the due date stated in the Confirmation, subject to the Terms.
(d) Settlement Asset means the asset in which Settlement is to occur, as stated in the Confirmation.

(e) Maturity Date means the date specified in the Confirmation on which the Bespoke Structure ends and Settlement is due, subject to the Terms.

2. Application and Precedence

(a) Each Bespoke Structure is documented by a Confirmation setting out the commercial and operational terms.
(b) If there is any inconsistency of any terms in relation to a Bespoke Structure, the Confirmation prevails over this Schedule, and this Schedule prevails over the Terms, in each case only to the extent of that inconsistency.

3. Nature of a Bespoke Structure

(a) Each Bespoke Structure is a bilateral, principal to principal agreement between VCM and you, as specified in the Confirmation.

(b) A Bespoke Structure does not involve the pooling of your assets with any other Client of VCM for the purposes of the Bespoke Structure, or any right to participate in VCM’s profits or revenue generated by the Bespoke Structure for VCM.

(c) Any amounts payable or deliverable under a Bespoke Structure are as stated in the Confirmation and are not contingent on the manner in which VCM may deploy any assets it receives, except as expressly provided in the Confirmation.

(d) Custody incidental to a Bespoke Structure will be as set out in the Terms, Confirmation, and applicable terms stipulated in Schedule 3.

4. Entering Into a Bespoke Structure

(a) No obligation arises to enter into a Bespoke Structure with you until a Confirmation is issued by VCM and accepted by you in the manner stated therein.

(b) VCM may decline to enter into, or may cancel prior to, a Bespoke Structure becoming binding or effective for any reason.

(c) You are solely responsible for ensuring all Wallet, banking, and any Settlement details requested by VCM are accurate and complete, and you acknowledge VCM is not obligated to verify the accuracy of such details.

5. Calculation and Fees

(a) Any Fees in relation to a Bespoke Structure may be deducted from amounts payable or deliverable to you on the Maturity Date.
(b) VCM may rely on third party reference rates, price sources, or methodologies stated in the Confirmation, applying them in good faith and on a commercially reasonable basis. By entering into a Bespoke Structure, you accept these sources and methodologies as stated in the Confirmation. Any disputes must be raised before the Bespoke Structure is finalised. VCM is not liable for errors or inaccuracies in information provided by the third party sources.

6. Early Termination

(a) Any early termination of the Bespoke Structure, in whole or in part, is only permitted if stated in the Confirmation and on the terms stated therein.
(b) Any early termination amount will be determined in accordance with the Confirmation and may include reasonable and properly incurred break costs directly arising from the early termination, applied on a good faith and commercially reasonable basis.

7. Settlement

(a) Settlement will occur by payment or delivery of the Settlement Asset on the Maturity Date (or such other date stated in the Confirmation), subject to the Terms.
(b) VCM will make payment or delivery of the asset to the details most recently agreed to in writing, including any updates provided by you and accepted by VCM. VCM is not responsible for losses arising from inaccurate or incomplete details provided by you.

(c) Settlement may be delayed where permitted by the Terms or due to factors outside VCM’s reasonable control, including but not limited to banking system delays, VCM’s AMLCTF Act obligations, blockchain network congestion, or force majeure events.

(d) Any set-off and netting provisions in the Terms apply to amounts arising under a Bespoke Structure in accordance with the Terms.

8. Client Acknowledgments

In addition to clause 9 of the Terms, you acknowledge and agree that:
(a) Each Bespoke Structure is tailored as stated in the Confirmation and is intended for business or commercial purposes.

(b) You acknowledge that VCM does not provide financial, legal, or tax advice in relation to Bespoke Structures, and you are solely responsible for obtaining independent advice where appropriate.

SCHEDULE 3

This Schedule forms part of the Terms and applies to all Custody Services provided by VCM to its Clients.

1. Definitions

Capitalised terms used in this Schedule have the meaning given in the Terms unless otherwise specified. For the purposes of this Schedule:
(a) Confirmation has the meaning given in Clause 1 of the Terms and includes any specific terms agreed between VCM and the Client for Custody Services.

(b) Custody Fee means the fees payable by the Client to VCM for the provision of Custody Services, as agreed in a Confirmation or otherwise communicated to the Client.
(c) Custody Service means the safekeeping of Digital Assets provided by VCM, either as a standalone service or incidental to other Services.

(d) Incidental Custody means Custody Services provided as part of or ancillary to other Services.
(e) Standalone Custody means Custody Services provided independently of other Services.

2. Purpose and Application

(a) This Schedule governs all Custody Services provided by VCM, whether as Standalone Custody or Incidental Custody.

(b) Where Custody Services are provided as Standalone Custody, the terms of custody, including applicable Custody Fees, will be agreed upon in a Confirmation issued by VCM prior to the provision of the service.
(c) Where Custody Services are provided as Incidental Custody, no Custody Fees will apply unless otherwise agreed in writing.

(d) VCM reserves the right to impose Custody Fees, at its sole discretion, should you engage in minimal trading activity but utilise Custody Services primarily for asset storage. Such fees will be determined based on the volume and movement of assets and communicated to you in advance.

3. Custody Obligations

(a) Digital Assets provided by you for custody will be held in segregated wallets, separate from VCM’s own assets and the assets of other VCM clients.
(b) VCM will maintain custody records for all Digital Assets held on your behalf, including details of deposits, withdrawals, and any other relevant transactions.

4. Custody Fees

(a) Custody Fees for Standalone Custody will be determined based on factors such as the volume and movement of assets and communicated to you in advance.

(b) Custody Fees for Incidental Custody will generally not apply unless otherwise agreed in writing.
(c) VCM reserves the right to amend Custody Fees from time to time, with reasonable notice provided to you.

5. Client Responsibilities

(a) You are responsible for ensuring the accuracy of all instructions provided to VCM in connection with Custody Services, including Wallet addresses and other relevant details.

(b) You acknowledge that VCM may delay, suspend, or refuse to release Digital Assets from custody if required to comply with applicable laws, regulations, or VCM’s compliance obligations, including obligations under the AMLCTF Act.
(c) You agree to provide all information and documentation reasonably requested by VCM to facilitate Custody Services and ensure compliance with applicable laws.

6. Liability

In addition to clause 9 of the Terms, you acknowledge and agree that to the fullest extent permitted by law, VCM will not be liable for any Loss arising from:

(a) The acts or omissions of third-party Service Providers engaged to facilitate Custody Services;

(b) Delays or failures caused by blockchain networks, third-party Wallet providers, compliance with our obligations under the AMLCTF Act, or other external factors beyond VCM’s reasonable control;
(c) Your failure to provide accurate or complete instructions in connection with Custody Services; or

(d) Events of Force Majeure as outlined in Clause 9(e)(vii) of the Terms.