Terms and Conditions

Last updated: July 2024

1.1. By using the Platform or any of the Services, you expressly represent and warrant that you are agreeing to accept and comply with these Terms and Conditions and the CloudTechX Privacy Policy accessible on the CloudTechX website.

1.2. You should read the entire Terms and Conditions and Privacy Policy carefully before you use the Platform or any of the Services. The use of the Platform or any of the Services indicates your acceptance of and agreement with these Terms and Conditions.

1.3. Our Platform allows you to deposit, withdraw and exchange fiat money and Cryptocurrency.

1.4. The transfer of Cryptocurrencies is only supported via the wallet addresses, which are visible on the withdraw, deposit and account pages. These wallet addresses are specific to you and each Cryptocurrency must be used in accordance with instructions provided to ensure successful transfer. Failure to follow instructions may result in irretrievable loss of Cryptocurrency for which little or no recourse may be available to you. You agree we are not responsible for any loss of Cryptocurrencies suffered in respect of your use of the Platform or any of the Services.

1.5. The transfer of fiat money is supported by bank transfers. Each account has corresponding bank information used for transferring funds. Bank account information must be used in accordance with instructions provided to ensure successful transfers. Failure to follow instructions may result in loss of fiat money. You agree that we are not responsible for any loss of fiat money suffered in respect of your use of the Platform of any of the Services.

2. Account

2.1 Eligibility and application

2.1.1. You must register for an Account to access the Platform and our Services. You can register for an Account via our Website or App.

2.1.2. There are two types of Accounts:

(a) Personal Account

(b) Corporate Account

2.1.3 To be eligible to open a Personal Account, you must:

(a) be an individual who is at least 18 years old, is an Australian resident and is not a citizen or resident of North Korea, Iran and Russia or any other country or region, or a member of any group, against which sanctions have been imposed or have been included on the lists maintained by the Department of Foreign Affairs and Trade or the Foreign Action Task Force. You will need to have complied fully with our anti-money laundering and counter-terrorism financing (AML/CTF) policy and know your customer (KYC) requirements before we allow you to open a Personal Account.

2.1.4. To be eligible to open a Corporate Account with us, you will need to have complied fully with our AML/CTF policy and KYC requirements in relation to you, your directors and officers and your beneficial owners including ultimate beneficial owners. We may request details of each of these from you at any time to satisfy our AML/CTF requirements and you agree to provide those details, failing which, we may refuse to provide you access to the Platform or any Services. You must also have:

(a) a current Australian Business Number (ABN); or

(b) a current Australian Company Number (ACN); and

2.1.5. It is your responsibility to make sure that you follow and fully comply with all rules, laws and regulations which apply to you at any time you access, use or benefit from the Platform or the Services. That includes but is not limited to the rules, laws or regulations of whatever country or territory you are located within, or which considers you subjected to its jurisdiction, at the time. We assume no liability or responsibility whatsoever for your own compliance with any rule, law or regulation whatsoever, and presume that you have acted diligently and lawfully at all times.

2.1.6. When applying for an Account, you must provide any information requested by us in order for us to provide complete access to the Platform and Services, including but not in any way limited to all information we require to comply with our AML/CTF obligations and our internal policies.

2.1.7. By submitting your documentation details during the verification process, you

agree that:

(a) you are authorised to provide the identification documentation details to us;

(b) you understand that the documentation details will be checked against records held by the issuer or other record holders as required for the reasonable purpose of satisfying our own requirements; and

2.1.8 We may allow a user to be a Liquidity Provider for transactions on the Platform and register for an Account. If a User is a Liquidity Provider, any buy or sell instructions that it makes available (whether via its agents or otherwise) to the Platform are considered Instructions for the purposes of these Terms and Conditions. Users can only be Liquidity Providers if we expressly consent to them being so, which consent we have absolute and sole unfettered discretion to give, withhold, or withdraw after giving.

2.1.9 For the avoidance of any doubt, we retain absolute and unfettered discretion in

determining who may hold an Account with us and may cease to allow a user of the Platform or any Services to transact through the Platform at any time without prior notification. We shall have absolute and unfettered discretion in accepting or rejecting an application for an Account or any trade instruction.

2.2. Changes

2.2.1 You may only make changes to your Account with our consent. We may require you to comply with our AML/CTF or security procedures before we consent to any changes.

2.3. Use

2.3.1 Your Account is to be used only by you or in the case of Corporate Account, a person nominated by you in writing and approved by us in accordance with our policies and procedures.

2.3.2. You may not assign or otherwise transfer your Account to any other person or entity.

2.3.3. You are solely responsible for maintaining and protecting the confidentiality and security of your Account (including, but not limited to, your login credentials, two factor authentication device, linked email account, any bank account used in connection with your Account, phone number and any information you have provided in connection with your Account). We are not responsible or liable for any unauthorised access to, or use of, your Account (even where you may not be aware of such unauthorised access) except to the extent of our gross negligence or wilful misconduct in respect of the Platform.

2.3.4. You must only deposit fiat money into your Account from a bank account that is in the name of the Account holder or any other bank account nominated by you and approved by us in accordance with our policies and procedures.

2.3.5. We may refuse to accept any fiat money deposit that is received and marked for your Account from a bank account that is owned or operated by a third party. If we refuse to accept a deposit, the deposit will be returned to the originating bank account and will not be credited to your Account. We assume no responsibility whatsoever in respect of the return of third party funds.

2.3.6. You must link a bank account to your Account as part of the Account registration process and before any fiat money withdrawals can be processed. This bank account will need to be in the name of the Account holder or an account we have otherwise approved for use in accordance with clause.

2.3.7. All fiat money withdrawals requested by you will be paid to the bank account linked to your Account. We will not process any fiat currency withdrawals to any other bank account.

2.3.8. Before crediting or debiting any funds from your Account, we may, at any time, request any additional information to verify whether you are the owner of a bank account or are authorised to operate a bank account. You agree to comply with any such requests. If you do not comply, we reserve the right to suspend your Account for a reasonable amount of time to enable us to verify your identity or any other matter of which causes us reasonable concern.

2.4. Agency

2.4.1. You warrant that if you are creating an Account on behalf of an Entity you are authorised to create an Account and to use the Platform as an agent of that Entity.

2.4.2. We may, in our complete discretion, require you to produce written authorisation that you are authorised to act on behalf of that Entity and you must provide us with any other information we reasonably request for this purpose.

2.5. Risks

2.5.1. The trading or holding of Cryptocurrencies involves significant risk. Prices can and do fluctuate on any given day due to factors outside of our or your control. Due to such price fluctuations, the value in your assets may increase or decrease at any given moment, potentially in a very significant way. Any asset held or able to be interacted with via the Platform may be subject to large swings in value and may even become worthless and the inherent risk of cryptocurrency is much larger than a government issued currency or other investment. There is an inherent risk that losses will occur as a result of buying, selling or exchanging cryptocurrencies. In utilising the Platform and any Services, you acknowledge and agree to these risks, which may exceed those specified in these Terms and Conditions.

2.5.2. Holding Cryptocurrency also has special risks not generally shared with conventional currencies or goods or commodities in a market. Unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver, Cryptocurrencies are a unique kind of asset, backed by technology and trust. There is no central bank that can take corrective measures to protect the value of Cryptocurrencies in a crisis or issue more currency. Instead, Cryptocurrencies are a largely unregulated worldwide system of currency firms and individuals.

2.5.3. Cryptocurrency holders put their trust in a digital, sometimes decentralised and sometimes partially or entirely anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity.

2.5.4 You confirm that in using the Platform and holding and transacting in or with fiat or Cryptocurrency on it, you fully understand any and all risk associated with doing so after completing your own research or obtaining any and all relevant advice from trusted sources, including but not limited to at least the following risks:

(a) Volatility Risk: The value of Cryptocurrency may rise or fall. The value of Cryptocurrency is affected by factors outside of our control. In particular:

i. Cryptocurrency prices are not set by us and we do not guarantee that any price offered by users of the Platform reflects the prevailing market rate;

ii. the value of Cryptocurrency may be affected by new Cryptocurrencies being created or developed or other forms of digital currencies or similar commodities or assets being developed;

iii. Cryptocurrency prices offered by users can deviate significantly from the prevailing market rate ("off-market pricing") due to technology errors, volatility, Cryptocurrency scarcity, or trading behaviour of a user, amongst other reasons; and

(b) Liquidity risk: Cryptocurrency may not be transferrable for value or accepted for transfer for value or payment of goods and services by any third party; and

(c) System or hardware failure, unauthorised access or fraud risk: Cryptocurrencies, fiat and/or other data held by us on your behalf may be lost if you or the Company or any third party holding the Cryptocurrency on behalf of us is subject to system or hardware failure, unauthorised access or a fraud event, and you bear the risk of any such loss; and

(d) Counterparty risk: There is a risk that we become insolvent or subject to losses which may jeopardise our ability to deliver to you some or all of the value of your Cryptocurrency, or repay fiat to you, particularly where that Cryptocurrency or that fiat is not held by us on trust for you, consistently with clause 13.

(e) Other risks: Cryptocurrency is susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in Cryptocurrencies because of unexpected changes imposed by the software developers or others, a government initiated action, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems such as if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling.

2.5.4. Due to the significant risks associated with holding Cryptocurrency, as well as the impact of technology and the international market, we do not warrant or guarantee that particular Cryptocurrencies will be available on our Platform. Whether a particular Cryptocurrency is provided on our Platform is a commercial decision for us, for which we reserve our sole discretion to exercise that discretion in relation to our available Cryptocurrency offerings as we see fit from time to time.

2.5.5. We reserve the right to stop offering trades in relation to particular Cryptocurrencies on our Platform at any time for any reason. We will use our reasonable endeavours to notify you if we cease to support trading in particular Cryptocurrency. If this is the case, you will not be able to buy, sell, trade or transfer Cryptocurrency into any other currency, however you will be given reasonable time to withdraw the Cryptocurrency to your own wallet, another platform or third party until withdrawal function for that Cryptocurrency is terminated. We assume no liability to you whatsoever should we decide to stop offering trades in relation to a particular Cryptocurrency, including, but not limited to, a lack of liquidity. This may cause you loss from time to time, for which we are not responsible in any way.

2.5.8. There may be additional risks that we have not foreseen or identified in our Terms and Conditions. You should consider all potential risks and you may wish to consult a professional legal or financial adviser if you are unsure. We take no responsibility for any risk taken by your use of our Platform or your request to receive, or receipt of, any Services.

2.5.9. You should carefully assess whether your financial situation and tolerance for risk is suitable for exchanging or holding cryptocurrencies via our Platform or as a result of any of our Services. We do not, have not, and cannot give you advice about that matter.

2.5.10. We use our banking and payments providers in order to accept deposits from you and make payments to you in fiat money. There is a risk of suspension of your fiat money or loss of your fiat money from banks and payment providers for various reasons (e.g. if the transactions made by you are suspected of being linked to money laundering, terrorism financing or any other serious crimes). We are not liable for any loss as a result of actions taken by third party banks and payment providers which may include, but is not in any way limited to, fraudulent chargebacks

2.5.11 Where you act as a wholesaler or broker to the Account, in circumstances where loss is suffered by third party banks and payment providers as a result of regulatory actions such as suspension of full or part of the fiat money belonging to third party banks and payment providers caused by your current and/or historical transactions which are linked to suspected money laundering, terrorism financing or any other serious crimes, you agree to indemnify the third party banks and payment providers to the extent of the suspended amount of the fiat money belonging to the third party banks and payment providers, losses over the period of suspension and other sanctions or penalty in respect of your current and historical transactions as imposed by regulators.

3. Limited Rights of Use

3.1. Rights

3.1.1. We grant to you a personal, non-exclusive, non-transferable, revocable and limited right to enter and use the Platform and our Services, subject to your agreement to and ongoing compliance with these Terms and Conditions. We reserve all rights, title and interest not expressly granted under this licence to the fullest extent possible under law. Any use of the Platform or Services not specifically permitted under these Terms and Conditions is strictly prohibited.

3.1.2. You acknowledge and agree:

(a) all intellectual property rights in our website, Platform and Services vested in texts, images or any other content found on or related to the website, Platform or Services are owned by us. Accordingly, you must not copy, distribute, reproduce, republish, upload, transmit, modify, post, frame-in or otherwise use in any way any such content without our prior express written authorisation;

(b) our property or that of our vendors or licensors is protected by patent, trademark and/or copyright laws of Australia and may not be used without our express written consent; and

(c) we may take any action available in law or equity to protect our intellectual property and to remedy any breach or potential breach of our rights, including by seeking an injunction to prevent a breach of our rights.

3.1.3. You agree not to modify the material on the Platform in any manner or form, or to use modified versions of the Platform or any materials on the Platform, including without limitation for the purpose of obtaining unauthorised access to the Platform.

3.1.4. You agree not to access our Services by any means other than through the Platform or with our permission.

3.1.5. The trademarks, service marks, product names, company names and logos used on the Platform are either owned by us or are licenced or used with permission from a third party owner. Any third party trademark, service mark, product name, company or logo remains the property of the respective owner.

4.Maintaining Your Account

4.1. Obligations

4.1.1. By registering and holding an Account with us, you agree to:

(a) maintain and promptly update any information in your Account to keep it current, accurate, and complete;

(b) check your Account and monitor the movement of your Cryptocurrency including any pending, lapsed or cancelled transaction through your transaction history and to re-execute any transactions which have failed;

(c) make deposits into your Account only in accordance with any instructions provided by us from time to time (and ensuring that any such deposits come from legal sources which you own or otherwise have full legal authority to deal with);

(d) not to allow others to access your Account at any time;

(e) not assist others in obtaining unauthorised access to any person’s Account;(f) fully and immediately cooperate with us in investigating any improper, unlawful or fraudulent access to or use of your Account or any other Account;

(g) contact us immediately if you believe that your Account may be subject to any unauthorised access or other type of fraudulent activity or security breach. Failure to notify us in a timely manner may limit the options available to us to assist you to protect your Account. We will not be responsible or liable for any loss you suffer from any unauthorised access, fraudulent activity or security breach, except to the extent that such loss arises from our gross negligence or wilful misconduct;

(h) cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity on the Account;

(i) not open more than one Account for yourself, by using a name that is not yours, using a temporary phone number or providing any other falsified personal information;

(j) not use the Services or Platform for any unlawful, fraudulent or improper activity, including for any experimental, testing or research purposes or otherwise in a manner for which the Services or Platform have not been designed;

(k) not use any Services or the Platform to engage in any criminal or restricted activities, including but not limited to:

i) terrorist financing;

ii) money laundering;

iii) illegal gambling;

iv) distributing or funding drugs;

v) malicious hacking; or

vi) other illegal or prohibited activities;

(l) not act in a manner on the Platform that is defamatory, threatening or harassing;

(m) not cause or permit any damage to or otherwise interfere with our Platform, including the software and user interface by which you submit your information;

(n) not take advantage of any technical or technological error, loophole or glitch on the Platform or Services and, where you do take such advantage, we reserve all our rights to recover any proceeds that you make (whether or not they remain in the Platform);

(o) provide us with accurate, correct and valid information that we require and promptly notify us of any changes;

(p) never at any time for any reason provide us with any false, inaccurate, misleading or deceptive information, and that if you provide any inaccurate or incomplete information to us, or we have reasonable grounds to suspect you have, we may suspend or terminate your Account.

4.1.2. The creation or use of Accounts without obtaining the prior express permission from us will result in the immediate suspension or cancellation (at our sole unfettered discretion) of all said Accounts, as well as all pending purchase/sale offers. Any attempt to do so or to assist others (Account holders or otherwise), or the distribution of instructions, software or tools for that purpose, will result in the Accounts of such Account holders being terminated. Termination is not the exclusive remedy for any such violation, and we may elect to take further action against you. If a termination for these reasons occurs, we reserve the right to retain the balance of all fiat or Cryptocurrency in the relevant Account until such time as we can locate the beneficial owner of that fiat or Cryptocurrency or we apply the balance to any amounts owed to us under these Terms and Conditions.

4.1.3 You waive any right to interest paid by the any bank to us with respect to your fiat and we are entitled to retain that interest, if any is paid.

4.1.4 You agree that we have the right to, without providing you with any prior notice, set off against and deduct from any fiat or Cryptocurrency in your Account in the event that you breach these Terms and Conditions in any way and that breach causes us loss or damage, and that the amount to be set off and deducted is to be as great as the sum of that loss or damage.

4.1.5. You are also responsible for maintaining the confidentiality and security of your Account information (including your password, two factor authentication device, linked email account, phone number, bank account used in connection with your Account and any other information that is provided in connection with your Account), safeguarding your own cryptocurrencies, and for all activity including Transactions that are posted to your Account. If there is suspicious activity related to your Account, we may, but are not obligated, to request additional information from you, including authenticating documents, and to freeze any transactions or access to the Account for a reasonable amount of time pending our review. You are obligated to comply with these security requests, or we may terminate your Account and return any fiat money or Cryptocurrency to you within a reasonable time upon such termination. You are required to notify us immediately of any unauthorised use of your Account, log in credentials, two factor authentication device, linked email account, bank account used in connection with your Account, any other information that is provided in connection with your Account or any other breach of security. If you violate these rules, your Account may be terminated without notice and you indemnify and hold us harmless for any losses that we or another Account holder may suffer as a result of you failing to notify us of any unauthorised access, fraudulent activity or security breach.

5.Transfers

5.1. Transfers

5.1.1. You are solely responsible for the transfer of any fiat or Cryptocurrency out of your Account to another wallet, trading platform or bank account.

5.1.2. You acknowledge and agree that we will not be responsible or liable for any fiat or Cryptocurrencies once you have transferred them from your Account to another wallet, trading provider or bank account.

5.1.3. You are solely responsible for ensuring the recipient wallet address or bank account is correct prior to submitting any withdrawal transaction.

5.1.4. All fiat and Cryptocurrency transactions should be considered irrevocable once sent and we take no responsibility for verifying recipient addresses or bank accounts for withdrawals from your Account. We are not able to cancel a transfer once it has been made.

5.1.5. You must take precautions when withdrawing and storing your fiat or Cryptocurrency, especially when withdrawing from your Account to an overseas-based provider.

5.1.6 You authorise us to hold fiat money on your behalf to trade Cryptocurrency on the Platform. We can hold fiat money on separate accounts, or pooled (in which case your fiat money may be pooled with ours or others’ fiat money), entirely at our discretion. The balance of your fiat money is recorded by us in an internal ledger that we track on a daily basis.

5.1.7 You authorise us to hold Cryptocurrency on your behalf on the Platform. We can hold Cryptocurrency in separate wallets (whether hot or cold), or pooled (in which case your Cryptocurrency may be pooled with Cryptocurrency held by us or others), entirely at our discretion. The balance of your Cryptocurrency is recorded by us in an internal ledger that we track on a daily basis.

5.2 Transaction Reviews

5.2.1 Your ability to deposit and withdraw fiat or Cryptocurrencies into or from your Account may be regulated by anti-money laundering and counter-terrorism financing laws including the Anti-Money Laundering - Counter Terrorism Financing Act 2006 (Cth) and other relevant rules and regulations. We may restrict trade instructions or transactions that may violate those laws or our internal AML/CTF policies. Our AML/CTF policy is located on our website.5.2.2 We reserve the right, in our absolute discretion, to conduct a transaction review of any transaction that is received into your Account; and/or any trade instruction submitted to us, in order to allow us to comply with our internal AML/CTF transaction monitoring processes and compliance with applicable law to which we are subject to.

5.2.3 During a transaction review, we will place a hold on the transaction for any amount of time that we consider to be reasonable in the circumstances and request any further information that we may require in our absolute discretion from you in order to allow us to comply with our internal AML/CTF transaction monitoring processes and compliance with applicable law to which we are subject, before we process it.

5.2.4 We will use reasonable endeavours to promptly complete any transaction review subject to the receipt of any information we request. Once our transaction review is complete to our satisfaction, we will then promptly:

a) in the case of a payment received into your Account, place the payment on your Account; and/or

b) in the case of a trade instruction you have made, process the transaction.

5.2.5 Where we are unable to complete any transaction review to our satisfaction:

a) the relevant payment received will be reversed and the funds returned to the sender. We assume no liability whatsoever for or in connection with such a reversal; and/or

b) we will not process the relevant trade instruction and will hold the relevant fiat money or Cryptocurrency for as long as reasonably necessary (pending either the return of control over the Account to you or the termination of the Account in accordance with these Terms and Conditions).

5.2.6 A transaction review constitutes neither an inference nor a representation by us as to the commercial dealings, character or reputation of a party to the transaction and should not be considered as such.

6.Post-funding for Over the Counter (OTC)

6.1. Post-funding of Trade

6.1.1 The Platform receives your trade instruction via email, phone, and messages . Any trade instructions we receive which have been submitted and authorised by you will be binding on you.

6.1.2 Upon receiving an authorised trade instruction from you, the Platform will immediately execute the corresponding transaction actions, which include the conversion of the agreed upon quantity of initial currency into a target currency or Cryptocurrency. Trade instructions, once made, will be settled instantly. If you submit a trade instruction outside office hours or on a day that is not a Business Day, the Payment Instruction is deemed to have been received on the first Business Day thereafter and will be processed instantly on the day it is deemed received. You are responsible for the deposit of the initial currency into your Account within 30 minutes of submission of your trade instruction or any predetermined time frame agreed by both parties.

6.1.3 You acknowledge that if you do not for any reason deposit the full quantity of the initial currency per trade instruction within the stipulated time, we are authorised to settle the trade in the following manner:

(a) The portion of the initial currency which you have deposited into your Account will be executed at the agreed locked price;

(b) The portion of amount for which the deposit has not been made (but which the Platform has already executed into a target currency) will be reversed via conversion back to the initial currency at the Platform's prevailing exchange rate at the time the trade instruction is received;

(c) The Platform reserves the right to charge you all costs related to the conversion of unfilled target currency or Cryptocurrency back to the initial currency, including but not limited to loss as a result of downward price movement between the original locked price and the prevailing exchange rate at the time and any other fees as charged by the third party banks and payment providers;

(d) The total costs or losses described in clause 6.1.3 will be deducted immediately from your Accounts.

7. Fees and Commissions

7.1.1 You acknowledge that we may charge fees in respect of the Account (Fees) and commissions on transactions (Commissions). Such Fees and Commissions are set out on our website and may be updated from time to time by us. Any updated Fees and Commissions apply from the date that the updated Fees and Commissions are set out on our website. We will endeavour to notify you through your Account at least two business days in advance of any changes to Fees or Commissions.

7.1.2 We are authorised to deduct from the proceeds of any transaction or from your Account the Commission payable in respect of any transaction and any other Fees levied upon your Account, without providing you with any further notice.

8. Debit Account Balances

8.1. Debit Balances

8.1.1. You are required to have sufficient funds in your Account to make any exchange using the Platform at the time you place a trade instruction.

8.1.2. If at any time your Account has a debit balance, you agree to pay us:

(a) An Account overdraft fee determined by us from time to time to cover our reasonable costs and expenses arising from the debit Account balance; or

(b) The total debit balance including the Account overdraft fee.

8.1.3. We may suspend for a period of time we determine to be reasonable or terminate your Account at any time and without notice to you if you fail to pay the outstanding debit Account balance and Account overdraft fees.

8.1.4. If, after a demand is made by us but not complied with, you have not made payment of the outstanding debit balance, then:

(a) You authorise us to sell any Cryptocurrency in your Account to recover the outstanding balance; and

(b) You agree to indemnify us against all costs, expenses and losses incurred as a result of the failure to keep the Account in credit, including but not limited to exchange fees, taxes, overdraft fees and any other fees in connection with any transaction executed by us in accordance with this clause to recover the outstanding balance where you do not pay the outstanding debit balance.

8.1.5. We reserve the right to engage a third party collection agency to recover any amounts you owe us under these Terms and Conditions without your consent. You agree to indemnify us for all costs incurred by us in recovering the amounts you owe us under these Terms and Conditions, including debt collection fees, enforcement costs and legal fees.

9.Termination

9.1. You may terminate our Services in accordance with these Terms and Conditions, and close your Account at any time, following settlement of any pending transactions and payment of any outstanding amounts owing to us for any reason or on any basis.

9.2. You agree that we may, by giving notice, in our sole discretion terminate your access to the Platform, Services and Account, including without limitation to:

(a) limit, suspend or terminate access to the Services or Account for any amount of time we consider reasonable;

(b) prohibit or restrict access to the Platform and its content, services and tools permanently, or alternatively, for any amount of time we consider reasonable;

(d) take any technical or legal steps to keep you from accessing the Platform or Services if we are of the reasonable belief that you are:

(i) engaging in unlawful conduct or creating legal liabilities on our part;

(ii) infringing the intellectual property rights of us or any third parties; or

(iii) acting in a manner that is inconsistent with or in breach of these Terms and Conditions.

9.3. Additionally, we may, at our complete discretion, suspend, restrict or limit your Account for a period of time we considerable reasonable, or terminate your Account for any reason, including without limitation, where:

(a) there are attempts to gain unauthorised access to the Platform, Services or another user's Account or providing assistance to others who are attempting to do so;

(b) there are attempts to overcome software security features limiting the use of or protecting any content;

i) terrorist financing;

ii) money laundering;

iii) illegal gambling;

iv) distributing or funding drugs;

v) malicious hacking; or

vi) other illegal or prohibited activities

(d) there is any violation of these Terms and Conditions, our Privacy Policy or our

security procedures;

(e) there is a failure to pay for any transaction or settle any trade instruction;

(f) there are unexpected technical or operational difficulties;

(g) there is a request of law enforcement or other government agencies, if deemed to be legitimate and compelling by us, acting in our sole discretion or as compelled by law; or

(h) we form the reasonable view that taking this action will allow us to avoid suffering loss or damage or incurring an expense that we would otherwise not suffer or incur.

9.4. We also reserve the right to cancel unconfirmed Accounts or Accounts that have been inactive for a period of 6 months or more, and/or to modify or discontinue our Platform or Service. In the event of such a cancellation, we will use our reasonable endeavours to return any funds in the Account or Accounts to their beneficial owner. If such funds remain unclaimed for a further period of 6 months since the last date of activity, we reserve the right to claim all right, title, and interest in those funds where that is not unconscionable in all of the circumstances. You agree that we will not be liable to you or to any third party for termination, suspension or restriction of an Account or access to the Platform and Services in accordance with these Terms and Conditions.

9.5. The suspension of an Account shall not affect the payment of any fees due for past transactions that have been made on the Platform or in return for the provision of or access to any Service. The cancellation or suspension of an Account shall not affect your obligation to pay any Fees due for past transactions that have been made on the Platform or in return for the provision of or access to any Service. You agree that, when closing an account under clause 8.4, we can impose and deduct from the Account funds with a value equal to our reasonable costs incurred in connection with the Account closure process. You agree that those costs will in any event, due to commercial reality, be at least AUD$10.00. You also agree that funds deducted from the Account during the account closure process and in accordance with clauses 8.4 and 8.5 of these Terms and Conditions may be deducted in either fiat or Cryptocurrency, at our sole discretion.

9.6. Upon termination, you must provide us with all reasonable assistance to allow for the transfer of any fiat currency or Cryptocurrency credited to your Account. Cryptocurrency may be transferred to a valid bank account only after conversion into a fiat currency at the prevailing exchange rate at the time.

9.7. We will transfer fiat money as soon as practicable to the bank account linked with your Account following your request upon termination of your Account. If no request if made by you, we reserve the right to claim all right, title, and interest in any residual unclaimed funds if such funds remain unclaimed for a further period of 6 months from termination of the Account.

9.8 We will send to you the credit balance of your Account, however in some circumstances a number of intermediaries may be involved in an international payment and these intermediaries or the beneficiary bank may deduct charges. We will use reasonable efforts to ensure that such charges are disclosed to you prior to sending your payment, however where they cannot be avoided, you acknowledge and agree that these charges cannot always be calculated in advance, and that you are solely responsible and liable for such charges.

10.Availability

10.1. The Platform and Services are provided without warranty of any kind by us, whether express, implied, statutory or otherwise.

10.2. We do not represent that the Platform and Services will be available 100% of the time to meet your needs or requirements.10.3. We will strive to provide you with the Service and access to the Platform as soon as possible but there are no guarantees that access will be uninterrupted, secure, or that there will be no delays, failures, errors, omissions or loss of transmitted information.

10.4 We expressly do not warrant or represent that:

(a) our website or the Platform is free from errors, viruses, worms or other technical anomalies which may cause problems or damage to your own computer hardware or software; or

(b) our security systems are impregnable, although we do take reasonable measures to ensure the Platform and all of our systems are reasonably secured and protected against attack.

10.5. We will use reasonable endeavours to ensure that the Platform and Services can normally be accessed by you in accordance with these Terms and Conditions.

10.6. You agree that we are not responsible for temporary interruptions in service due to events beyond our control including, but not limited to, the failure of interconnecting operating systems, computer viruses, and forces of nature, labour disputes, pandemics and armed conflicts or any consequential loss that may arise from such temporary interruptions.

10.7. We may suspend use of the Platform or Services for maintenance and will make reasonable efforts to give you notice of the same. You acknowledge and agree that this may not be possible in an emergency and that we have no liability to you in respect any suspension of the Platform or Services for such maintenance.

11. Market Volatility

If there is a period of high market volatility, high volume trades, rapid movements or illiquidity in the market, the market rate in which you are able to exchange fiat or Cryptocurrency may vary from the price indicated on our Platform. We are not liable for any price variation due to market volatility, market or technology disruptions, delays or any other matters caused by things that are outside of our control. You acknowledge and agree that we will process your transaction at the indicated or communicated price. In certain circumstances, we may decide not to execute an exchange if the market rate significantly increases or decreases or in the event of a market disruption or an event which is outside of our control. We will use reasonable endeavours to notify you of these events and when you receive a notification you must check your Account and any pending or cancelled transactions.

12. Limitation of Liability

12.1. Limitation of Liability

12.1.1 All statutory or implied terms are excluded to the maximum extent permitted by law. You may have rights against us under statutory implied terms which cannot be legally excluded. To the extent permitted by law, our liability to you under any statutory implied terms which cannot be legally excluded is limited to supplying relevant Services again, or paying the cost of having the relevant Services supplied again.

12.1.2 The following exclusions and limitations of liability are subject to any liability we have to you under statutory implied terms or other statutory rights which cannot legally be excluded.

12.1.3 To the maximum extent permitted by law, we will not be held liable for any fines, penalties, taxes (except GST) and any exemplary, aggravated or punitive damages, liquidated damages or any indirect or consequential loss (including but not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, loss of contract, loss of production and loss of fiat or Cryptocurrency).

12.1.4 Our total aggregate financial liability in respect of claims based on events arising out of or in connection with your use of the Platform or Services, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed the greater of either:

(a) the total amount of fiat or Cryptocurrency (or both combined, valued at the prevailing market rate) held in your Account less any amount that may be due and payable to us in respect of your Account and any other amount owed to us or for which you are liable to pay us for any reason, whether under these Terms and Conditions or otherwise; or

(b) the amount of the transaction(s) (of either fiat or Cryptocurrency) that are the subject of any claim less any fees that may be due and payable to us in respect of such transaction(s) and any other amount owed to us or for which you are liable to pay us for any reason, whether under these Terms and Conditions or otherwise.

12.1.5 We assume no liability to you whatsoever for any loss or theft of fiat or Cryptocurrencies which arise from any unauthorised use of your Account or Account information.

13. Indemnity

13.1. Indemnity

13.1.1. To the maximum extent permitted by law, you hereby agree to indemnify us, and our partners, officers, directors, employees and agents against any action, liability, cost, claim, demand, loss (whether direct or consequential), damage, proceeding or expense (Loss) of any nature arising under tort, statute, equity, contract or some other cause of action that we, our partners, officers, directors, employees and agents suffer as a result of:

(a) your negligent or wrongful acts or omissions;

(b) your breach of any law, regulation or rules;

(d) your use of the Platform or Services; or

(e) your violation of these Terms and Conditions or CloudTechX’s Privacy Policy, but you will not be liable for any Loss to the extent such Loss is the direct result of our gross negligence, or wilful misconduct.

13.1.2 The indemnity provided for by clause 12.1.1 of these Terms and Conditions will not apply to the extent that Loss was incurred or suffered by us, our partners, officers, directors, employees and agents because of their own gross negligence or wilful misconduct.

14. Treatment of Unallocated Deposits

14.1. Treatment

14.1.1. We may, at our complete discretion hold on trust for a user, Unallocated Deposits received via the Platform in accordance with our Unallocated Deposits policy.

14.1.2. No trust relationship exists between us and you at any time and we do not hold any funds deposited by you on trust, other than in accordance with our Unallocated Deposits policy and this clause 13.

14.1.3. To the maximum extent permitted by law, we accept no liability or responsibility as a consequence of any loss or damages whatsoever suffered by users or any other person in the event a trustee relationship was found to be established by depositing funds with us.

14.1.4. Any funds held on trust by us are subject to fees being deducted while those funds remain unallocated as a result of our care, skill and diligence as a trustee in protecting and maintaining those assets for you as a beneficiary of that trust pursuant to our Unallocated Deposits policy.

14.2. Making a Claim for Unallocated Deposits

14.2.1. You are able to make a claim for the repayment of an Unallocated Deposit (less any accumulated fees) by contacting us through the support screen.

14.3. Trustee of Unallocated Deposits

14.3.1 After a deposit has been classified as an Unallocated Deposit, the deposit will be transferred to us as trustee of the deposit.

14.3.2. We, as trustee, will hold the Unallocated Deposit on behalf of the depositor and we have an obligation to repay the Unallocated Deposit to the owner on demand.

14.3.3. The Unallocated Deposit will incur:

(a) an unallocated deposit search fee of $250 (excl GST); and

(b) a monthly unallocated deposit management fee of 1% (excl GST).

14.3.4 We reserve the right to amend the amounts specified in either clause 13.3.3 or our Unallocated Deposits policy at any time in our sole discretion after providing you with reasonable notice.

15. Miscellaneous

15.1. If we are unable to perform the Services outlined in these Terms and Conditions due to factors beyond our control including but not limited to an event of force majeure, change of law or change in sanctions policy we will not have any liability to you with respect to the Services provided under these Terms and Conditions and for a time period coincident with the event.

15.2. Any personal information we collect about you via this Platform will only be used and disclosed by us in accordance with our Privacy Policy and any relevant and applicable privacy law.

15.3. Nothing in these Terms and Conditions seek to prevent us from complying with any reasonable direction made by any government regulator or entity (including, not limited to, any direction or regulator who govern AML/CTF risk) and you acknowledge and agree that we may not be able to notify you of any action we are required to undertake as a result of a direction from a government regulator or entity. You also acknowledge and agree that there may be certain information which we cannot pass on or explain to you as a result of certain directions or enquiries of government regulators and hold us harmless in respect of any information for which we cannot disclose.

15.4. We may use cookies to identify your computer on our server and so we can track your use on our Platform. In some instances cookies may collect and store personal information about you. Such personal information will only be used by us in accordance with our Privacy Policy.

15.5. It is also your responsibility to seek professional advice with respect to your Account as well as to ensure that you are compliant with any obligations you may have. Nothing on our website or in any document or material we make available to or accessible by you is intended to be or should be taken as financial, legal or taxation advice. You should seek your own financial, legal, tax and accounting advice as to the likely outcomes for trading fiat or Cryptocurrencies and your use of the Platform and any Services generally.

15.6. These Terms and Conditions published on the date you view them on our Platform supersede all prior versions.

15.7. If any provision of the Terms and Conditions are held to be invalid, unenforceable or illegal for any reason, it is severed and the remaining parts of the Terms and Conditions will be in full force and effect to the maximum extent permissible.

16. Modification of Terms

16.1 We reserve the right, at our sole discretion, to change, amend, modify, add, delete or otherwise vary these Terms and Conditions, at any time. We will endeavour to notify you of such variations through your Account (where you will be notified on the first log-in to your Account after the change has occurred) or via email, and upon such notification it is your responsibility to review the amended Terms and Conditions and decide whether to continue using the Platform or any Services.

16.2 You acknowledge that we may vary these Terms and Conditions immediately without notice if it is reasonably necessary to do so for security reasons or to comply with law or regulation or to protect our legitimate business interests.

16.3 Your continued use of the Platform and any Services, including by giving trade instructions or entering into transactions, following the posting of changes (including immediate changes made without notice) will mean that you accept and agree to the changes to these Terms and Conditions. You agree that all subsequent Instructions given by you and transactions entered by you will be subject to the Terms and Conditions then in effect.

17. Governing Law

You acknowledge and agree that:

17.1. Your use of the Website and these Terms and Conditions are governed by the laws of Victoria; and

17.2. You irrevocably submit to the exclusive jurisdiction of the courts of Victoria and the Victoria division of the Federal Court of Victoria, and the courts of appeal from them.

18. Definitions

“Account” means a Personal Account and Corporate Account.

“API” means an application programming interface, which is made available by us from time to time.

"App" means a mobile application made available by us which allows you to exchange one type of Cryptocurrency for another type and can be downloaded from the Apple App Store, Google Play Store or any other app store or market from time to time.

“Business Day” means a day other than a Saturday or Sunday on which banks are open for normal business in the state of Victoria, Australia.

"Cryptocurrency" means the coins, tokens, cryptocurrency, digital currency, or digital assets listed by us on our Platform from time to time.

"Entity" means one of the following:

(a) a proprietary company;

(b) an unlisted public company;

(d) a partnership;

(e) an association; or

(f) a cooperative,whether in its own right or in its capacity as a trustee.

Liquidity means the fiat or Cryptocurrencies to be provided by the Liquidity Provider to us, on the terms set out in the LP Agreement

“Liquidity Provider” means a person or entity who provides liquidity, pricing or other related services (in either or both buy and sell transactions), and has entered into a LP Agreement with us.

“Loss” has the meaning given to it in clause 12.1.1.

“LP Agreement” means an agreement between us and the Liquidity Provider whereby the Liquidity Provider agrees to provide Liquidity to us, on the terms set out in the LP Agreement.

"Platform" means the Website, App or other API made available by us from time to time.

"Services" means:

(a) the exchange services used to swap Cryptocurrency;

(b) the wallet services provided by us to hold Cryptocurrency; and

“Unallocated Cryptocurrency Deposit" means Cryptocurrency that:

(a) A user has deposited to a valid deposit wallet;

(b) The deposit record contains no information that allows us to identify the owner of the deposit;

(c) Despite reasonable inquiries, we have been unable to identify the owner of the deposit after the date the deposit was made;

(d) A customer has not provided evidence that they are the owner of the deposit; and

(e) No customer has made a claim for the missing cryptocurrency.

"Unallocated Deposit" means Unallocated Cryptocurrency Deposits and Unallocated Fiat Deposits made into our Platform where no claim of ownership is made within a period of 18 months.

"Unallocated Fiat Deposit" means fiat currency that following the date of the deposit:

(a) A user has deposited to a valid Account without providing a unique deposit code;

(b) The deposit record contains no information that allows us to identify the owner of the deposit;

(c) Despite reasonable inquiries, we have been unable to identify the owner of the deposit after the date the deposit was made;

(d) A customer has not provided evidence that they are the owner of the deposit; and

(e) No customer has made a claim for the missing funds.

"we, us or our" means CloudTechX Pty Ltd ABN 34 659 353 796.

"Website" means the website of cloudtechx.com.au.

"you or your" means any user of the Platform.