Terms of Use – Wallet User- South Africa
Introduction
Qoin Australia Pty Ltd ACN 641 266 980 is a company registered in Australia (“Qoin SA). BPS Financial Limited (“BPS”) ACN 604 899 381, a company registered in Australia, has developed an app which facilitates the viewing of the Cryptocurrency Qoin in a digital wallet (“Q Wallet”). The Q Wallet or any other applications or software offered by BPS or Qoin SA (collectively the “App”) is designed for use on iOS and Android devices and allows You to:
pay for goods or services from Qoin Merchants using Qoin through the App;
track your Qoin balances;
purchase goods and services directly from Qoin Merchants and in doing so agree to accept the value of Qoin as determined by the Algorithm at the time of processing as displayed in the App;
send and receive payments in Qoin between Qoin Merchants and consumers;
access a transaction list of your previous transactions; and
locate Qoin Merchants registered in the Directory and accepting Qoin Transactions.
These Terms of Use govern your use of the App, the Q Wallet, sites located on the App browser and websites provided by Qoin SA including the Services and any other services Qoin SA provides. These Terms of Use may include any applicable legislation that cannot be excluded at law.
By downloading, accessing or using the App, You agree to be bound by these Terms of Use, the Privacy Policy, and any other terms incorporated by reference which all form an agreement between You and Qoin SA (“Agreement”). If You do not agree to the terms of the Agreement, You must not access or use the App. Qoin SA reserves the right to amend the Agreement in relation to these Services.
Regulatory Information and warning
Qoin is electronically stored monetary value that is, and is intended to be, used only in South Africa for the payment or part payment of goods and/or services provided by Qoin SA. Accordingly, Qoin SA does not purport to operate a payment service regulated by South Africa’s Financial Sector Conduct Authority [FSCA] and Qoin SA is not licensed, approved registered or regulated under the FSCA to carry on the Services.
This means the Qoin you hold on the Q Chain and view in your Q Wallet is not regulated. Cryptocurrencies and/or Digital Currencies are speculative instruments and involve a substantial degree of personal risk for those whom hold them. The value of Cryptocurrencies and/or Digital Currencies can quickly increase or decrease at any time. This means there could be a complete loss of capital with no legal recourse. There can be no assurance that Cryptocurrencies and/or Digital Currencies, or any other digital asset is or will be viable, liquid or solvent.
Before buying Cryptocurrencies and/or Digital Currencies You should carefully consider your personal situation and the financial risks You are willing to take. You may want to speak to an independent financial adviser.
You acknowledge and agree that you will not be afforded the relevant protections set out in the FSCA and related subsidiary legislation, regulations, circulars, notices, directions and guidelines when you use the Services.
1. Definitions
In this Agreement:
Algorithm means a process or set of rules to be followed for calculations of the Qoin value. Calculations are based on the average spare capacity of validated merchants to redeem Qoin for goods and services. The spare capacity of a Qoin Merchant is initially calculated as an average business turnover of $US500,000 per annum, multiplied by a spare capacity factor of 25%.
Blockchain means a distributed ledger of records organised into blocks that are linked together using cryptographic validation. When a block is added to the chain, it cannot be changed without affecting all blocks that came after it, this creates an immutable data file that no single entity controls.
BPS means BPS Financial Limited ABN 99 604 899 381.
Cryptocurrency means a digital currency in which cryptography encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.
Digital Currencies means a form of currency that exists only in digital or electronic form and that can operate independently of a central bank.
Directory means a service available on the App that contains the names and such other information concerning participating Qoin Merchants that Qoin SA from time to time determines.
Enhanced Due Diligence means a Know Your Customer process which triggers a greater level of investigation for potential business partnerships and individuals and highlights risks that may not be detected by standard customer due diligence.
Intellectual Property Rights means all industrial and intellectual property rights, both in South Africa and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.
Know Your Customer means a process followed by businesses to verify the identity of their customers.
Know Your Transaction means a process to monitor and analyse transactions to combat transaction laundering.
Mnemonic Seed Phrase means a secret group of 12 immutable words used to backup and access the Q Wallet.
Passcode means a set of numbers used to access the Q Wallet.
Password means a string of characters used to identify You and allows You access to the App, and the Q Wallet.
Private Key means a long sequence of numbers and letters which is used to generate a public key and allows You to sign transactions which are verified by other participants on the Q Chain against the public key. The public key is your address which is visible on the Q Chain.
Qoin means the Qoin cryptocurrency on the Q Chain.
Q Chain means the Qoin Blockchain.
Qoin Merchant means the merchant who is listed in the Directory and uses the App to process Qoin Transactions to complete a sale of their goods and/or services and in doing so agrees to accept Qoin at the value as determined regularly by the Algorithm as displayed in the Q Wallet.
Qoin Transactions means transactions between You and a Qoin Merchant.
Qoin SA ‘we’ or ’us’ means Qoin Australia Pty Ltd.
Qoin Wallet or Q Wallet means a cryptocurrency wallet developed by BPS that connects to the Q Chain, views a user’s Qoin and allows a user to make Qoin transactions within the ecosystem.
Services means any services, including via the App, the Q Wallet, any sites located on the Q Wallet browser and web sites provided by Qoin SA that are provided to You.
Transaction Services means services provided by Qoin SA to facilitate Qoin Transactions between You and a Qoin Merchant.
You means the wallet user who utilises the App or the Q wallet and agrees to the Agreement.
2. Warranties
By downloading, accessing, or using the App You represent and warrant that:
You are at least 18 years of age and have the legal authority to accept this Agreement and that such acceptance will be binding on You;
all the information You have provided to us is true and correct in all respects; and
You will update us by email immediately that any information You have provided ceases to be true and correct.
3. Intellectual Property
Qoin SA represents and warrants that it is the absolute legal and beneficial owner of, or licensee to, all right, title and interest in the App in South Africa including, but not limited to, all Intellectual Property Rights in the App.
By accepting these Terms of Use, You expressly acknowledge and agree that all right, title and interest in the App remains the property of Qoin SA and unless expressly provided, nothing in these Terms of Use grant You any Intellectual Property Rights in the App.
Notwithstanding the above, Qoin SA grants You a revocable, non-exclusive, non-transferable, worldwide, royalty-free licence, during the term of this Agreement, to use the App and the Services in accordance with and subject to the restrictions imposed by these Terms of Use.
This license grant includes the App and all updates, upgrades, new versions and replacement applications.
We do not own, control nor have any responsibility or liability for any third-party software application You elect to use with our App in connection with our Services.
4. Availability of our Services
We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these services may not be as reliable as other products or services we offer.
We try our best to ensure that our App is always available, but we do not guarantee that the operation of or access to the App will be uninterrupted or continuous. Our App may be interrupted for maintenance, repairs, upgrades and network or equipment failures.
We do not guarantee that the App will be free from bugs or viruses.
5. Accuracy of information provided by You
You represent and warrant that any information You provide Qoin SA is accurate and complete. You accept and acknowledge that Qoin SA is not responsible for any errors or omissions that You make in connection with any transaction initiated via the Q Wallet.
6. Tax
It is your responsibility to determine what, if any, taxes apply to the transactions that You have submitted transaction details for, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that Qoin SA is not responsible for determining whether taxes apply to your Qoin Transactions or for collecting reporting, withholding, or remitting any taxes arising from any transactions.
7. Privacy
Protecting the privacy of your personal information is very important to Qoin SA. Carefully review our Privacy Policy at https//qoin.world for important details about the information we collect, use and share as well as about your rights. The Privacy Policy is incorporated in and subject to these Terms of Use.
You may contact our Privacy Officer in relation to your personal information (or to opt out of marketing) on [email protected] or ph. +61 7 5561 9026 or by mail at:
Att: Privacy Officer
BPS Financial Limited
Level 1, 121 Scarborough St
Southport, Queensland, Australia, 4215
8. Liability and indemnity
By accepting these Terms of Use, You acknowledge and agree that as permitted by applicable law, in no event shall Qoin SA, its subsidiaries or affiliates, or any of their respective employees, officers, directors or agents be liable for any direct or indirect lost profits or lost business damages, indirect, incidental, special, consequential, or punitive damages arising out of, or related to any of the following:
your use of the App, the content, including, but not limited to personal information contained in the App or submitted by You to Qoin SA;
the inability to use the App;
any action or inaction of a Qoin Merchant;
modification or removal of content or offers from the App by Qoin SA or any Qoin Merchant;
any product or service obtained directly from a Qoin Merchant;
the Terms of Use;
any improper use of the information You provided to the App, including, but not limited to personal information.
The above paragraph shall not limit any warranty that is offered directly from a Qoin Merchant to You.
To the extent permitted by law, You agree to indemnify, defend, and hold harmless Qoin SA, its officers, employees, agents, subcontractors, licensors and suppliers, from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including legal fees), resulting from your use of the App or your breach of any provisions of these Terms of Use.
Qoin SA will not be held liable for any loss or damage arising from your failure to maintain the confidentiality of your Private Key, Passcode, Mnemonic Seed Phrase and Password.
9. Limitation of Liability
The total aggregate liability of Qoin SA to You for any claim for losses, costs, liabilities or expenses which You may suffer as a result of any breach of this Agreement by Qoin SA shall be limited to the maximum amount of the Qoin in your Q Wallet at the time of the relevant breach by Qoin SA. When considering a specific claim relating to a specific transaction this sum shall be further limited to the purchase/sale amount of the transaction in dispute.
10. Complaints and Disputes
We will handle all complaints according to our internal dispute resolution procedure. Details of these procedures are available on request.
Qoin SA is not a party to and is not responsible for disputes between You and a Qoin Merchant except where such dispute involves a failure by Qoin SA to perform an obligation under these Terms of Use, in which case Qoin SA will assist with the resolution of the dispute having reasonable regard to Qoin SA’s involvement.
If You have a complaint, you may access our customer service department by:
Phone: +61 7 5561 9026
Mail: write to: Qoin SA c/o BPS Financial Limited, Level 1, 121 Scarborough Street, Southport, Queensland, Australia, 4215.
Email: [email protected]
11. Governing Law
Any disputes against Qoin SA, arising out of or related to the Agreement and/or any use by You of the App shall be governed by the laws of South Africa without regard to its choice of law rules and without regard to conflicts of laws principles.
12. Delay in enforcing this contract
If we do not insist immediately that You do anything You are required to do under these Terms of Use, or if we delay in taking steps against You in respect of your breach of the Agreement, that will not mean that You do not have to do those things. It will also not prevent us taking steps against You at a later date.
13. Dispute Resolution
If there are any disputes arising out of your use of the Services or relating to this Agreement, then these disputes shall be governed by the laws of Australia.
You and Qoin SA agree that in the event of a dispute arising out of the Agreement both parties will first attempt to resolve the dispute by direct discussion or negotiation. If within thirty (30) days a mutual agreement cannot be reached between the parties, the parties may refer the matter to an independent mediator agreed upon by the parties and both parties agree to split the costs of appointing a mediator between them. The appointment of a mediator is solely at the discretion of the parties and if a party so wishes, a party may obtain their own legal advice in respect of the dispute without nominating a mediator.
14. Force Majeure
Qoin SA shall be excused from performance under these Terms of Use to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from:
weather conditions or other elements of nature or acts of God;
pandemics, acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion;
quarantines or embargoes;
labor strikes;
error or disruption to major computer hardware or networks or software failures; or
other causes beyond the reasonable control of Qoin SA.
15. Assignment
You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of Qoin SA. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Qoin SA may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.
16. Entire Agreement
This Agreement constitutes the entire agreement and understanding between You and Qoin SA with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between You and Qoin SA with respect to such subject matter.
17. Termination
Qoin SA may terminate this Agreement or suspend your access to the App at any time without notice to You, including without limitation if you breach this Agreement, or if Qoin SA discontinues the App.
You may close your Q Wallet at any time by following the App instructions
18. Variation
Qoin SA may amend these Terms of Use from time to time by posting the updated terms on the App. By continuing to use the App after the changes come into effect means that You agree to be bound by the revised Terms of Use.
Qoin SA will not be in breach of these Terms of Use if we take steps in order to enable us to comply with any laws or other legal obligations.
Qoin SA will not be in breach of these Terms of Use if we take necessary action in order to make a change necessitated by an immediate need to restore or maintain the security of the system.
19. Confidentiality
Qoin SA will not collect, record, store or otherwise deal in commercially sensitive information, except to the extent necessary to process the Qoin Transactions made using the App, or as set forth in the Privacy Policy.
20. Third Party Links and Websites
The App may contain links or portals to third party websites not under our control or operation. Any such links are provided only as a convenience and do not imply our endorsement or responsibility for the contents of any such linked site. Use of any such third-party content provided via the App may also be conditioned upon agreement to such third party’s terms and conditions. The App simply facilitates your interaction with such third parties. Qoin SA is not responsible for any issues or disputes between You and such third party.
21. Notices
You agree that, subject to applicable law Qoin SA will give all notices or other communications to You under or in connection with these Terms of Use by push notification and/or email to your email address last known to Qoin SA or which You last gave for sending notices and communications to You. It is your responsibility to ensure that Qoin SA has your current email address for this purpose. Qoin SA will not be responsible if You do not receive a communication as a result of not providing Qoin SA with your current email address.
If a law prohibits the giving of notices or other communications by electronic communication, then subject to the requirements at law, Qoin SA may give the notice or other communication by writing to You at your residential or postal address last known to us.
If Qoin SA gives a notice or other communication to You by email, the content of the notice or communication may be:
set out in the body of the email;
included as an electronic document attached to the email; or
If Qoin SA gives a notice or other communication to You:
by writing to You – You are considered to have received it when it is delivered to or picked up by the local Postal Service;
electronically – You are considered to have received it on the day it is transmitted.
You agree that any notice or other communication You send to Qoin SA under or in connection with these Terms of Use must be sent via email to [email protected] or delivered to the Qoin Head Office (currently Level 1, 121 Scarborough Street, Southport, Queensland, Australia, 4215) or otherwise be delivered in accordance with these Terms of Use or an instruction received from us.
Qoin SA Services
22. Directory
Qoin Merchants may list their business in the Directory to notify and advertise the goods and services they sell by accepting Qoin as payment.
23. Q Wallet App
The Q Wallet App is software that:
generates Q Wallet addresses and encrypted private keys that You may use to send and receive Qoin Transactions;
allows You to browse third party decentralised applications (“DApps” or “DApp”) through the mobile application’s DApp browser; and
facilitates the submission of Qoin Transaction data to the Q Chain without requiring You to download or install the associated Qoin based software to your mobile device.
Q Wallet Address, Private Key, Passcode, Mnemonic Seed Phrase, Password and Backup Capabilities:
An encrypted backup of certain information associated with the Q Wallet can be stored on your mobile device in Keystone JSON format, the Private Key is connected to the Q Wallet address and together they can be used to authorise the transfer of Qoin to and from the Q Wallet address.
You are solely responsible for maintaining the security of your Private Key, Passcode and any Mnemonic Seed Phrase associated with your Q Wallet.
You must keep your, Private Key, Passcode and Mnemonic Seed Phrase information secure. Failure to do so may result in the loss of control of Qoin associated with the Q Wallet.
Your Mnemonic Seed Phrase must be saved and used in numeric order.
Qoin SA cannot assist with Private Key, Passcode or Mnemonic Seed Phrase retrieval:
Qoin SA stores your Q Wallet address but does not receive or store your Private Key, Passcode or Mnemonic Seed Phrase associated with your Q Wallet. Accordingly, we cannot assist You with your, Private Key, Passcode and Mnemonic Seed Phrase retrieval.
Qoin SA cannot generate a new, Private Key, Passcode and Mnemonic Seed Phrase for your Q Wallet if you fail to remember your original, Private Key, Passcode and Mnemonic Seed Phrase.
If You have not safely stored a backup of any Q Wallet address and Private Key pairs maintained in your Q Wallet, you accept and acknowledge the Q Wallet address will become inaccessible if You do not have your Private Key, Passcode and Mnemonic Seed Phrase.
Qoin Transactions in order to be completed, must be confirmed and recorded on the Q Chain.
The Q Wallet connects the user to the Q Chain and enables Qoin Transactions to be transmitted on the Q Chain.
The Q Chain stores and transmits all Qoin Transactions.
24. Identity Verification
You agree to provide us with the information we request for the purpose of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime and permit us to keep a record of such information. You need to complete certain verification procedures before You are permitted to start using the Services.
The information we request may include (but is not limited to) personal information such as your name, residential address, telephone number, email address, date of birth, taxation identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number and account number) and any such information as Qoin SA is required to collect from time to time under applicable law.
You may also be required to undergo Enhanced Due Diligence where Qoin SA may request that You submit additional information about yourself or your business and provide relevant records, so Qoin SA may establish the source of your wealth and source of funds for any transactions carried out in your use of the Services.
In providing us with this or any information that may be required, You confirm that the information is true, accurate and complete, and You have not withheld any information that may influence any evaluation of You. You undertake to promptly notify in writing and provide Qoin SA with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required from Qoin SA and/or the applicable law from time to time. You permit us to keep records of such information.
25. Use and access
You will only be able to use the App for the Services if You have:
downloaded the App to a suitable mobile device; and
successfully registered to use the App including by following the necessary steps after downloading the App.
The App provides record keeping services and brings consumers to Qoin Merchants for Qoin Transactions. We do not have any control over, and are not responsible or liable for, the products or services paid for with the App. We cannot ensure that a Merchant will complete a transaction.
We are not responsible for any failure by a Qoin Merchant to meet the terms and conditions on which it transacts with Qoin.
You acknowledge and agree that:
each transaction for the purchase of goods and/or services is a contract between the Qoin Merchant and You;
Qoin SA is not a party to any Qoin Transaction and is not responsible for the goods and/or services supplied by the Qoin Merchant in accordance with the Qoin Transaction nor is Qoin SA responsible for the completion of payment by You for the goods and/or services from a Qoin Merchant;
the use of the App to process Qoin Transactions in connection with illegal transactions or the purchase of illegal or prohibited goods or services is strictly prohibited.
We do not:
give any express warranty as to the suitability of our App; and
represent or warrant that your access to the App will be uninterrupted or error free; or
the App accesses the Services via the internet. If You do not have internet access You will not be able to use the App.
You are responsible for all transactions and other uses of the App by persons that You give access to the App or that otherwise use your details to access the App. You agree to notify us immediately if You believe your access details have been compromised or if a mobile device You use to access the App has been lost or stolen. You also agree to ensure that your account details are kept private and meet strong password principles.
You may use the App for your own personal use only. You must not use the App, or information You obtain from the App, in relation to the provision of any services or activities related to third parties.
You must not modify, copy, publish, license, sell or otherwise deal with the App or information associated with the App except as expressly permitted by these Terms of Use.
You may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code derived from the App.
You can check your Qoin Transaction history by accessing the transaction page inside the App. You must not access or use the App:
to engage in fraudulent behavior;
in a way that infringes any third party’s Intellectual Property Rights;
in a way that disrupts, misuses or excessively uses Qoin SA’s hardware, storage space or other resources or that of Qoin SA’s other clients;
in a way that is intended to damage or impair the App, or any server or network underlying the App;
to purchase any illegal or prohibited goods and services;
in a way that is harmful to the reputation of Qoin SA; or
in any other manner that is unacceptable to Qoin SA.
You acknowledge that the Services are not an endorsement by Qoin SA of any information or other content on the Qoin Merchant’s website or of the Qoin Merchant’s goods or services.
We may limit or suspend your use of the App at any time in our sole and absolute discretion.
26. Q Wallet registration and account information
You must either import or create a Q Wallet in order to conduct Qoin Transactions. When you create a Q Wallet, You will be assigned a private key. You will be prompted to download and save your Private Key encrypted with a Passcode and your Mnemonic Seed Phrase.
You will be responsible for maintaining the confidentiality of your Private Key, Passcode and Mnemonic Seed Phrase and will be fully responsible for any and all activities that occur under your account.
You agree to immediately notify Qoin SA of any unauthorised use of your Private Key, Passcode and Mnemonic Seed Phrase, Q Wallet, or any other breach of security.
You will be provided with a Mnemonic Seed Phrase when You backup your Q Wallet.
When You create your Q Wallet, You are strongly advised to take precautions in order to avoid loss of access to and/or control over your Q Wallet. Suggested measures include, but are not limited to the following:
using the backup functionality provided by the Q Wallet or safeguard your Private Key, Passcode and Mnemonic Seed Phrase;
maintaining the security of your Q Wallet by protecting the Private Key, Passcode and Mnemonic Seed Phrase associated with your Q Wallet by, for example, limiting access to your mobile device and writing down in numeric order and securely storing your Mnemonic Seed Phrase; and
promptly notifying Qoin SA if You discover or otherwise suspect any security breaches related to your Q Wallet.
You will receive push notifications from Q Wallet that will alert You when the Q Chain congests and when transactions involving your Q Wallet have been completed. Push notifications can be enabled to display information about Qoin. If You would not like to receive push notifications, You must opt out by changing the notification setting on your device.
27. Payments and Fees
Our current Transaction Services and Services do not incur any fees. However, we may charge fees in the future and will provide notice of the same.
28. Transactions
Once transaction details have been recorded, Qoin SA cannot assist You to cancel or otherwise modify your transaction.
Once a Qoin transaction has been instructed by You it cannot be reversed, cancelled or refunded. If You instruct a transfer in error to the incorrect Q Wallet, Qoin SA cannot retrieve your Qoin from that Q Wallet. Qoin Merchants may accept payment for the sale of their goods and services in Qoin.
You must ensure You have an adequate balance in your Q Wallet to complete a transaction before initiating a transaction.
You acknowledge and agree that we will not be liable for any failed transactions due to insufficient funds associated with your Q Wallet.
29. Transaction Monitoring
To comply with the anti-money laundering, Know Your Transaction and Know Your Customer laws of South Africa. You acknowledge that we have an obligation and duty to carry out transaction monitoring.
30. Modifying or updating the App
We may modify the App from time to time. When this occurs, the features of the App may change, and some existing features may be removed. We may not provide You with advance notice of any changes.
31. Integrations
Qoin SA integrates with third party software organisations to provide a full suite of functionalities. Qoin SA is not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software are governed by the terms of service or user agreements of that software.