Transactional Terms & Conditions – Census

Transactional Terms & Conditions

CENSUS PRODUCT AND SERVICES SALES T&CS

Click here to download the PDF CENSUS - PRODUCT AND SERVICES SALES T&CS 

Table of Contents
1. PARTIES 

2. REQUEST ORDERS AND CONTRACTS – OUR PRODUCTS AND SERVICES 

3. THIRD PARTY PRODUCTS AND SERVICES 

4. SPECIAL TERMS AND CONDITIONS 

5. YOUR STATUS 

6. PERFORMANCE - OUR SERVICES 

7. DELIVERY – OUR PRODUCTS 

8. TITLE & RISK 

9. YOUR OBLIGATIONS 

10. WARRANTIES & REPRESENTATIONS 

11. PRICES & TAXES 

12. PAYMENT 

13. LIABILITY 

14. INDEMNITY 

15. TERMINATION 

16. VIRUSES 

17. NETWORK ACCESS & DEVICES 

18. INTELLECTUAL PROPERTY

19. CONFIDENTIALITY

20. GENERAL PROVISIONS

21. DEFINITIONS 


Schedule 1: SPECIAL TERMS AND CONDITIONS
1. TERMS OF CARD SALES


Schedule 2: DISCLAIMERS AND ADVISORIES
1. CERTAIN ADDITIONAL INFORMATION IN RELATION TO SINGAPORE

2. NATURE OF PLATFORM

3. REGULATORY MATTERS IN RELATION TO ACCESS TO THE PLATFORM

4. GENERAL REGULATORY RISKS IN RELATION TO THE OPERATION OF THE PLATFORM

5. ACKNOWLEDGEMENT IN RELATION TO TAX MATTERS

6. DEFINITIONS


Census – Product and Services Sales T&Cs

By clicking “Buy”, You unconditionally acknowledge and agree that these TOB shall exclusively govern Our provision and/or performance of any Deliverables to You.

1.              PARTIES
1.1           STK ASIA LIMITED is a private limited company incorporated under the laws of Hong Kong with registration number 2675449 (“STK”, “We”, “Our”, “Us”).
1.2           STK’s registered address is Room 1007, 10/F, Wayson Commercial Building, No 28 Connaught Road West, Sheung Wan, Hong Kong SAR.
1.3           We are the owner and/or licensor of the Platform and are in the business of providing the Deliverables.
1.4           You are the natural person who is using the Platform (“You”, “Your”, “Yours”).

2.              REQUEST ORDERS AND CONTRACTS – OUR PRODUCTS AND SERVICES
2.1           You acknowledge and agree that only those Products or Services which have been identified as Deliverables in these TOB, are Products or Services which are provided and/or performed by Us and which we will be responsible for, in accordance with these TOB.
2.2           Where You place an Order Request for Deliverables via the Platform, You will receive an email from Us acknowledging that We have received and are reviewing Your Order Request.
2.3           Your Order Request constitutes an offer to Us to buy Deliverables from Us, and is subject to Our acceptance, which We will communicate to you via email.
2.4           Each Order Request, once accepted by Us, becomes a Contract and shall immediately constitute a separate and independent binding contract between You and Us incorporating these TOB.

3.              THIRD PARTY PRODUCTS AND SERVICES
3.1           You acknowledge and agree that:
3.1.1        We may receive a commission for your access and/or purchase of such Third Party Items;
3.1.2        such Third Party Items are not under Our control and We have no responsibility for such Third Party Items;
3.1.3        Your purchase of such Third Party Items shall not form a Contract with Us and such Third Party Items do not constitute Deliverables;
3.1.4        You shall enter into and maintain a direct contractual relationship with the providers of any relevant Third Party Items without any recourse and/or liability to Us whatsoever;
3.1.5        to the extent that any element of the Third Party Items are hosted on or utilise a Third Party website (e.g. Facebook) and there are separate terms of use for that website, You shall agree to and fully comply with such terms of use;
3.1.6        Your access to such Third Party Items are strictly subject to the terms and conditions (including privacy policies, where relevant) of the relevant Third Party and Your access to the same is subject to Your own discretion;
3.1.7        You shall promptly fulfil any reasonable request that We make to You in connection with the Third Party Items; and
3.1.8        We do not endorse such Third Party Items and shall in no event be liable for any products and/or services of such Third Party providers.
3.2           Strictly subject to Clause 3.1, We may help facilitate Your access to certain Third Party Items, on a no-recourse basis.

4.              SPECIAL TERMS AND CONDITIONS
4.1           You acknowledge and agree that certain Deliverable-specific information which forms part of these TOB is found in Schedule 1 (Special Terms and Conditions).
4.2           Where you purchase any Deliverable listed in Schedule 1 (Special Terms and Conditions), the terms and conditions set out therein which relate to that Deliverable shall apply.

5.              YOUR STATUS
5.1           By submitting an Order Request to Us through the Platform, You warrant and represent to Us that:
5.1.1        You are at least 18 years of age;
5.1.2        You have read, understood and accept these TOB;
5.1.3        You have read, understood and accept the disclaimers and advisories set-out in Schedule 2 (Disclaimers and Advisories); 
5.1.4        where you are purchasing Deliverables, that You are duly authorised to submit the Order Request and that you intend to enter into a legally binding contract with Us if we accept your Order Request; and
5.1.5        that You are legally capable of entering into binding contracts.

6.              PERFORMANCE - OUR SERVICES
6.1           Subject to Your compliance with Clause 12, We shall use reasonable efforts to perform the Services set out in each Contract as soon as reasonably possible and otherwise in accordance with these TOB.

7.              DELIVERY – OUR PRODUCTS
7.1           We will use reasonable efforts to ensure that any Products You have purchased under a Contract are delivered to the agreed delivery location within the estimated timeframes stipulated when You make the Order Request.
7.2           You acknowledge and agree that We:
7.2.1        may engage a Third Party service provider to deliver the Products;
7.2.2        do not have any control over such Third Party service provider’s fulfilment processes; and
7.2.3        shall not be liable to You for any delay occasioned by such Third Party service provider that is not directly caused by Us.
7.3           Where the Third Party service provider We engage is unable to deliver the Products for whatever reason, You acknowledge and agree that We shall, at our sole and absolute discretion, either:
7.3.1        take the Products to an alternative delivery point close to the agreed delivery location for You to self-collect; or
7.3.2        re-deliver the Products to the agreed delivery location at a later date.

8.              TITLE & RISK
8.1           Title to each item of Products purchased under a Contract shall pass to and vest in You only upon Our receipt of full payment relating to such Products. You shall not create any lien on any such Products until title has passed to You.
8.2           We will bear all risk of loss and/or damage to such Products (or any part thereof) only until delivery to You at the agreed delivery location.

9.              YOUR OBLIGATIONS
9.1           To enable Us to provide and/or perform the Deliverables, You shall promptly provide Us with all relevant information which may have any bearing on the Deliverables being procured.
9.2           In particular, it is vitally important that:
9.2.1        You provide all instructions, information and documents required for Us to provide and/or perform the Deliverables in a pro-active, responsive and/or timely manner;
9.2.2        all information which You provide is correct, complete and not misleading; and
9.2.3        if there are changes to the information provided to Us, You notify Us immediately.

10.           WARRANTIES & REPRESENTATIONS
10.1         You warrant and represent to Us that:
10.1.1      where You are procuring Products and/or Services on behalf of a company or other recognised form of legal entity, You have the requisite legal authority to do so;
10.1.2      all information You supply to Us is true and accurate and We may rely on the same without the need for further verification;
10.1.3      You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or Use Our IPR; and
10.1.4      You shall not breach any terms set out in these TOB.
10.2         You acknowledge and agree that:
10.2.1      We provide and/or perform the Deliverables on an ‘as is’ basis;
10.2.2      We hereby exclude all conditions, warranties, representations or other terms (whether express, implied or otherwise) which may apply to the provision and/or performance of the Products and/or Services to the maximum extent permitted by Applicable Law (except as otherwise expressly set out in Clauses 13 and 14 and subject to Clause 10.5);
10.2.3      We do not guarantee the quality, suitability, safety or ability of Third Party providers associated with the provision of the Products and/or Services;
10.2.4      We cannot guarantee that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to the device You use to access the Products and/or Services;
10.2.5      We are not responsible for any loss You may incur as a result of viruses or other contaminating or destructive properties being transmitted to the device You use to access the Products and/or Services; and
10.2.6      the entire risk arising out of Your Use of the Products and/or Services remains solely with You to the maximum extent permitted under Applicable Law.
10.3         Except as otherwise expressly set-out in Clauses 13 and 14 and subject to Clause 10.5, You acknowledge and agree that insofar as is permitted by Applicable Law, We provide no warranties nor give any representations or undertakings to You whatsoever including that:
10.3.1      the Products and/or Services will be accurate, complete or up to date;
10.3.2      the Products and/or Services, or any content, service or feature of the same shall be error-free or uninterrupted, or that any defects will be corrected; or
10.3.3      the Products and/or Services will be accessible on any particular hardware or devices.
10.4         Except as otherwise expressly set-out in Clauses 13 and 14 and subject to Clause 10.5:
10.4.1      We provide no warranties nor give any representations or undertakings as to the ownership, accuracy or adequacy of the Products and/or Services; and
10.4.2      We exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it to the maximum extent permitted by Applicable Law.
10.5         Nothing in these TOB shall be interpreted to exclude, restrict or modify any rights or remedies available to You under Applicable Law, which cannot be excluded, restricted or modified.

11.           PRICES & TAXES
11.1         Prices for Deliverables are as stated on the Platform, in USD and inclusive of GST.
11.2         We may change the prices of Deliverables at any time in our sole and absolute discretion, without any need to notify You.
11.3         Our prices for the Deliverables are exclusive of any delivery charges (also quoted in USD) that may apply to the relevant transaction.

12.           PAYMENT
12.1         You hereby authorise Us to:
12.1.1      make a debit on any debit or credit card associated with Your User Account or provided to us when you submit Your Order Request; or
12.1.2      process payments in such forms that are capable of being processed by our authorised payment platforms which could include payments through cryptocurrency.
12.2         All prices relating to the Deliverables are in USD. Payment received means when We receive a credit / debit card authorisation to that effect or confirmation of payment through our authorized payment processing platform.
12.3         You acknowledge and agree that if, for whatever reason, Your payment is reversed or declined, where recurring payments are required, then Your liability to Us will automatically be deemed a debt immediately due and payable.
12.4         Any outstanding payments You owe Us shall attract late payment interest of 4% per annum until full payment is received.
12.5         If We are unable to fulfil a Contract for reasons outside Our control, We will cancel the Contract and issue You a credit note.
12.6         Our prices for the Deliverables are exclusive of VAT, sales tax, withholding tax or any other taxes that may be applicable / levied in connection with the Services.
12.7         You remain liable for payment of applicable taxes and You shall pay all Our invoices, where applicable, in full, free of any withholding and/or deductions for applicable taxes and bank charges.
12.8         Where We do not receive full payment as a result of You not paying Your bank charges or charges in connection with the processing of payment, We will raise a separate invoice to You for the amount of the unpaid charges.
12.9         If You do not pay for Your Contract in full and on time then We reserve the right to:
12.9.1      terminate Your User Account; and/or
12.9.2      suspend and/or terminate the provision and/or performance of the Deliverables forthwith in whole or in part.

13.           LIABILITY
13.1         These TOB set out the full extent of Our obligations and liabilities to You in respect of the Products and/or Services.
13.2         Except where You breach Clauses 14, 16, 18 and/or 19, neither Party shall be liable to the other Party for any loss of profits, loss of opportunity, loss of data or any special, indirect or consequential losses.
13.3         Notwithstanding any other provision in this Agreement, Our total liability to You under or in connection with these TOB for whatever reason shall be limited to HK$300 in aggregate for any and all claims.
13.4         The limitations and disclaimer in this Clause 13 do not purport to limit liability or alter Your rights as a consumer that cannot be excluded under Applicable Law.
13.5         Our liability will be to You only and not Your subsidiaries, Affiliates or any Third Party You deal with.

14.           INDEMNITY
14.1         You acknowledge and agree that You shall fully indemnify, defend and hold Us harmless from and against any and all claims, losses and/or liabilities of whatever nature suffered, sustained or incurred, arising out of or in connection with:
14.1.1      Your breach of these TOB; and
14.1.2      Our use of any and all information that You submit to Us via the Platform and/or in relation to the Products and/or Services.
14.2         For the purposes of Clause 14.1, We shall be deemed to include Our Affiliates, employees, agents, directors, shareholders and officers.

15.           TERMINATION
15.1         We may immediately terminate any Contract with You under these TOB at any time before delivery and for whatever reason upon notice to You and/or by cancelling Your access to Your User Account.
15.2         Where We terminate any Contract for whatever reason then We will send You an email notifying You of the same, and will, for payments by credit cards:
15.2.1      (if We have not charged Your card) not charge Your debit or credit card;
15.2.2      (if We have already charged Your card) process a refund of monies We had previously debited from Your card.
15.3         Upon termination of any Contract by Us, You acknowledge and agree that We shall have no further liability to You under such Contract.
15.4         You shall have the right to terminate any Contract, where We are in material breach of these TOB.
15.5         Upon receipt of a termination notice, the Parties shall promptly (and in any event, within any time frame set out in the termination notice):
15.5.1      return all Confidential Information to the Party that disclosed it, or destroy such Confidential Information and provide evidence of destruction where requested;
15.5.2      any outstanding payments owed to Us, if any, will immediately become due;
15.5.3      take all possible action to mitigate any liabilities which may arise as a result of such termination; and
15.5.4      cease performance of the obligations under the relevant Contract in accordance with, and to the extent specified in, the termination notice.
15.6         The Surviving Provisions shall survive the termination of these TOB.
15.7         Clause 15.6 does not limit the survivability of other provisions, which by their nature, are likewise intended to survive the termination and/or expiry of these TOB.

16.           VIRUSES
16.1         We do not guarantee that the Products or Services will be secure or free from bugs or Viruses. You shall not misuse the Products or Services by knowingly introducing any Viruses.
16.2         You shall not attempt to use the Products or Services in an unauthorised manner.
16.3         You shall not attack the Products or Services via a denial-of-service attack, a distributed denial-of-service attack or any other cyber-attack aimed to disrupt the ordinary function of the Products or Services.
16.4         You acknowledge and agree that any breaches of Clauses 16.1, 16.2 or 16.3 by You:
16.4.1      will amount to a criminal offence under the laws of Hong Kong, Singapore and other applicable jurisdictions;
16.4.2      shall be reported by Us to the relevant law enforcement authorities and We shall cooperate with them by disclosing Your identity to them or requesting You for additional information in relation to Your identity; and
16.4.3      shall result in Your right to Use the Platform and the relevant Products and/or Services ceasing immediately and Us taking relevant proceedings against You.

17.           NETWORK ACCESS & DEVICES
17.1         You acknowledge and agree that You are responsible for:
17.1.1      obtaining the data network access necessary to Use the Products and/or Services, including all fees and charges associated with the same; and
17.1.2      procuring compatible hardware or devices necessary to access the Products and/or Services.

18.           INTELLECTUAL PROPERTY
18.1         The IPR owned by a Party prior to the agreement date and made available to the other Party in connection with a Contract shall remain the absolute property of the granting Party.
18.2         You acknowledge and agree that You shall not (and shall not permit anyone else to) reproduce, modify, distribute, post, disclose or otherwise take or use Our IPR, if provided under these TOB. We reserve all rights at all times in Our IPR.
18.3         You only get a licence to use Our IPR to the extent required to receive the Deliverables.
18.4         You acknowledge and agree that:
18.4.1      any unauthorised use or reproduction of Our IPR by You or any Third Party authorised, permitted or enabled by You is a very serious issue that will materially impact Our business; and
18.4.2      should Our IPR be infringed or copied in contravention of these TOB, Our losses will be substantial. 

19.           CONFIDENTIALITY
19.1         This Clause 19 is mutual and applies to all Confidential Information provided to each other.
19.2         Both Parties shall observe the following obligations:
19.2.1      that all Confidential Information will be treated as being absolutely confidential;
19.2.2      no disclosures to anyone if not agreed in advance in writing, unless to lawyers or a court or if a regulator demands it;
19.2.3      all Confidential Information is to be kept really secure – no less than reasonable commercial efforts must be applied to keep it secure;
19.2.4      if Confidential Information has been compromised then report it to the other Party immediately; and
19.2.5      return or destroy the Confidential Information once Your customer relationship with Us has ended subject to Applicable Laws which say it must be kept.

20.           GENERAL PROVISIONS
20.1         Each Party shall comply at all times with all Applicable Law, including all applicable data protection and privacy legislation.
20.2         You acknowledge and agree that We may amend these TOB at any time at Our discretion and You will be deemed to have accepted any amendments if You continue using any Deliverables after the amendments are displayed.
20.3         Each Party acknowledges and agrees that it is reasonable that damages alone may not be an adequate remedy for breaches of Clauses 14, 18 and/or 19, and the impacted Party may seek interim or injunctive relief.
20.4         We may, in Our sole and absolute discretion and at any time, modify, suspend or terminate operation of or access to the Platform (or any part thereof) and the Deliverables.
20.5         Neither You or We shall be liable to the other (as the case may be) for any delay or non-performance of Our obligations under these TOB as a direct result of an established Force Majeure Event.
20.6         These TOB constitutes the entire agreement between You and Us relating to Our provision and/or performance of the Deliverables and Your access to and/or purchase of any Third Party Items, to the exclusion of all other terms and conditions, and any prior written or oral agreement between both Parties.
20.7         You may not assign, novate, or otherwise transfer all or any of Your rights, benefits or obligations under these TOB without Our prior written approval.
20.8         We may assign, transfer or deal in any way with Our rights under these TOB including to an Affiliate or any Third Party.
20.9         No failure to exercise, nor any delay in exercising, any right, power or remedy under these TOB shall operate as or be deemed a waiver of the same. Waivers must always be given in writing.
20.10      Any waiver of any breach of these TOB shall not be deemed to be a waiver of any subsequent breach.
20.11      If any provision of these TOB is determined to be invalid, illegal or void by any court or administrative body of competent jurisdiction, these TOB shall be deemed modified to the minimum extent necessary to make them valid and enforceable.
20.12      Where the deemed modification in Clause 20.11 is not possible, the relevant invalid, illegal or void provision(s) shall be deemed deleted and the rest of these TOB shall still remain in full force and effect.
20.13      Both Parties are and shall remain independent Parties, and neither Party shall have, or represent itself to have, any authority to bind the other Party to act on Our behalf.
20.14      Nothing in these TOB shall be construed to make either Party an agent, employee, franchisee, joint venture counterparty or legal representative of the other Party.
20.15      Except as expressly stated, these TOB do not create any rights that are enforceable by any Third Party. You acknowledge and agree that only You and We have rights under these TOB.
20.16      All notices under these TOB shall be in writing and shall be delivered by email to the Party due to receive it at the Party’s designated email address. In Our case, please send it to hello (at) census (dot) cx
20.17      You acknowledge and agree that We may communicate with You by email sent without encryption over the internet.
20.18      We will not be responsible for any loss or damage arising from the unauthorised interception, re-direction, copying or reading of emails, including any attachments.
20.19      We will not be responsible for the effect on any computer system of any emails, attachments or viruses which may be transmitted by this means.
20.20      These TOB are drawn up in the English language and the English language version of the same shall always prevail over any translation. These TOB shall be construed, interpreted and administered in English.
20.21      These TOB are governed by, and shall be construed in accordance with, the law of Hong Kong.
20.22      Both Parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong in relation to any disputes.

21.           DEFINITIONS
21.1         “Affiliate” means any entity that is Controlled by a Person or under common Control of that Person.
21.2         “Applicable Law” means all national, state, local, municipal legislation, regulations, statutes, by-laws, approvals and/or other laws and any other instrument having the force of law as may be issued and in force from time to time (and any amendment or subordinate provisions) relating to, or connected with, the activities contemplated under these TOB wherever so located or performed.
21.3         “Card” means the physical cards manufactured by Tangem and distributed by Us as an authorised reseller.
21.4         “Confidential Information” means these TOB and all information of any nature which a Party may have or acquire before or after the agreement date, however conveyed (whether in writing, verbally, in a machine-readable format or by any other means and whether directly or indirectly), and all information designated as confidential or which ought reasonably to be considered confidential.
21.5         “Contract” means any Order Request that We have accepted pursuant to Clause 2.4 in relation to Deliverables and to which these TOB shall be incorporated by reference and apply.
21.6         “Control” means the:
21.6.1      ownership or control (whether directly or indirectly) of more than 50 percent of the voting share capital of the relevant entity;
21.6.2      ability to direct the casting of more than 50 percent of the votes exercisable at general meetings of the relevant entity on all, or substantially all, matters; or
21.6.3      right to appoint or remove directors of the relevant entity holding a majority of the voting rights at meetings of the board on all, or substantially all, matters,
and the terms “Controls”, “Controlled” and “Controlling” shall have the equivalent grammatical meaning.
21.7         “Deliverables” means Products and/or Services.
21.8         “Force Majeure Event” means any unforeseeable event or occurrence which is beyond the reasonable control of a party and which prevents or delays that party from performing any or all of its obligations under these T&Cs (e.g. acts of God, civil unrest, pandemics, political situations etc.).
21.9         “Person” means a legal person, a firm, a body corporate, an unincorporated association, or an authority and such entities’ legal successors or an individual.
21.10      “Products” means products which We may choose to offer or make available for sale via the Platform.
21.11      “IPR” means patents, inventions (whether patentable or not), copyrights, moral rights, design rights, trade-marks, trade names, business names, service marks, brands, logos, service names, trade secrets, know-how, domain names, database rights and any other intellectual property or proprietary rights (whether registered or unregistered, and whether in electronic form or otherwise) including rights in computer software, and all registrations and applications to register any of the aforesaid items, rights in the nature of the aforesaid items in any country or jurisdiction, any rights in the nature of unfair competition rights, and rights to sue for passing off.
21.12      “Party” means either You or Us.
21.13      “Personal Information” means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller.
21.14      “Platform” means Our Site and/or Our App.
21.15      “Services” means any services which We may choose to offer or make available for sale via the Platform.
21.16      “Order Request” means any Deliverable You request Us to provide and/or perform via the Platform.
21.17      “Our App” means the Census application downloadable via a relevant app store including those offered by Apple Inc. or Google Inc.
21.18      “Our Site” means the website accessible using the URL https://www.census.cx
21.19      “Services” means any services performed by Us pursuant to a Contract.
21.20      “Surviving Provisions” means Clauses 13, 14, 15.6, 15.7, 18, 19, 20.1, 20.9, 20.10, 20.11, 20.12, 20.14, 20.15, 20.16, 20.20, 20.21, 20.22, 21 and the Schedules.
21.21      “Tangem” means Tangem AG.
21.22      “TOB” means these terms of business governing Your use and/or purchase of Our Services and/or Our Products.
21.23      “Third Party” means a natural person or legal entity who is neither You nor Us.
21.24      “Third Party Items” means:
21.24.1   products and/or services offered by Third Parties;
21.24.2   links to independent Third Party websites and/or applications; and/or
21.24.3   content supplied by independent Third Parties.
21.25      “User Account” means the personal user account that You register with Us via the Platform to gain access to the Products and/or Services We offer.
21.26      “Virus” means any viruses, worms, trojan horses, cancel bolts or any other computer code designed to disrupt or adversely impact computer systems, networks or devices.
 
 
Schedule 1: SPECIAL TERMS AND CONDITIONS
1.              TERMS OF CARD SALES
1.1           Where You purchase a Card through the Platform, You acknowledge and agree that:
1.1.1        We are selling such Card to You strictly in our capacity as an authorised re-seller for Tangem and that Our sole obligation to You under these TOB, is the fulfilment of the delivery of the Card in accordance with Clauses 7 and 8
1.1.2        except for the responsibility set-out in paragraph 1.1.1 above, We have no liability to You whatsoever in relation to the Cards; and
1.1.3        Your use of the Card and all other matters in relation to the Card, shall be strictly and exclusively regulated by Tangem in accordance with its own terms of use, which as of the date of preparation of these TOB may be viewed here: https://tangem.com/terms-of-use/

 
Schedule 2: DISCLAIMERS AND ADVISORIES
1.              CERTAIN ADDITIONAL INFORMATION IN RELATION TO SINGAPORE 
1.1           You understand and acknowledge that users of this Platform are hereby notified that nothing in the Platform constitutes or shall be deemed to constitute:
1.1.1        an offer to provide, or an advertisement containing any offer to provide, to the public in Singapore or any section of the public in Singapore, any type of payment service in the Republic of Singapore or elsewhere;
1.1.2        the making of an offer or invitation, or an advertisement containing any offer or invitation, to the public in the Republic of Singapore or any section of the public in the Republic of Singapore, to enter into any agreement relating to the provision by any person of any type of payment service, whether in Singapore or elsewhere.
1.2           For the avoidance of doubt, reference to providing a payment service to persons in Republic of Singapore in the preceding sentence shall include, without limitation:
1.2.1        e-money or any digital payment token being available for purchase or other acquisition by persons in Republic of Singapore;
1.2.2        e-money denominated in Singapore dollars being available for purchase or other acquisition; and
1.2.3        the facilitation of the exchange of digital payment tokens for Singapore dollars.

2.              NATURE OF PLATFORM
2.1           You acknowledge and agree that are you experienced in relation to matters involving:
2.1.1        blockchain;
2.1.2        smart contracts;
2.1.3        cryptocurrency;
2.1.4        cryptocurrency wallets.
2.2           You agree and acknowledge that We are not:
2.2.1        a financial intermediary or custodians of Your cryptocurrencies(s); or
2.2.2        a crypto exchange that facilitates the purchase and/or sale of cryptocurrencies.

3.              REGULATORY MATTERS IN RELATION TO ACCESS TO THE PLATFORM
3.1           You should be aware that:
3.1.1        the Platform is not registered with or under the supervision of any securities or financial services or other regulator in any jurisdiction including in Singapore or in Hong Kong;
3.1.2        We do not provide any licensed financial services such as investment services, capital raising, fund management or investment advice;
3.1.3        no regulatory authority has examined or approved or vetted the Platform or any other material in connection therewith; and
3.1.4        certain of the Third Party Items and/or the providers of such Third Party Items may not be registered with or under the supervision of any securities or financial services or other regulator in certain jurisdictions. However, there can be no assurance that such registration status will continue and We will not be monitoring this.
3.2           You acknowledge and agree and undertake that:
3.2.1        You are not located in or accessing the Platform from a Restricted Jurisdiction;
3.2.2        You are familiar with all related regulations in the specific jurisdiction in which You are based and that access to the Platform and/or the Products and/or Services in that jurisdiction is not prohibited, restricted or subject to additional conditions of any kind;
3.2.3        You will also ensure that no obligations are imposed on Us in any such jurisdiction as a result of any of the actions taken by or in relation to accessing the Platform; and
3.2.4        We will have no responsibility for and You will obtain any consent, approval or permission required by You for, the acquisition, offer, sale or delivery by You of the Products and/or Services under the laws and regulations in force in any jurisdiction to which You are subject or in or from in relation to such access.

4.              GENERAL REGULATORY RISKS IN RELATION TO THE OPERATION OF THE PLATFORM.
4.1           You understand and acknowledge that there are certain regulatory risks associated with using a Platform such as Ours.
4.2           In particular, the regulatory status of cryptocurrency, digital assets, blockchain technology and decentralised exchanges is unclear or unsettled in many jurisdictions. Therefore, it is difficult to predict:
4.2.1        how or whether governmental authorities will regulate such technologies including Our Platform, the Products and/or Services;
4.2.2        how or whether any governmental authority may make changes to existing laws, regulations and/or rules that will affect cryptocurrency, digital assets, blockchain technology and its applications; 
4.2.3        whether the Products and/or Services will be consider as regulated financial instruments and/or regulated financial products and/or services that require registration;
4.2.4        whether disclosure of your identity as a user of the Platform may be required by a governmental regulator;
4.2.5        the extent of heightened regulatory oversight and scrutiny, including investigations or enforcement actions that we may be subject to.
4.3           We therefore reserve the right to:
4.3.1        cease operations in a jurisdiction in the event that governmental actions make it unlawful or commercially undesirable to continue to do so; and /or 
4.3.2        amend the functionality of the Platform in order to facilitate compliance with any legal or regulatory issues which may arise or shall be anticipated; and/or
4.3.3        impose additional eligibility criteria to access certain Products and/or Services which may require You to incur additional time and money costs.
4.4           We also reserve the right to request (either directly or through Our nominee) with such information as We may deem necessary or appropriate in order to:
4.4.1        maintain compliance with Applicable Law; or
4.4.2        address any actual inquiries or inquiries that We may (at Our sole discretion) expect from regulatory authorities, courts or arbitral authorities in any jurisdiction:
4.4.3        comply with any applicable securities laws and Compliance Obligations.
4.5           You acknowledge and agree that such information or documents may include:
4.5.1        identity documents such as passports, driver's licenses, utility bills, other government-issued IDs and photographs;
4.5.2        (for non-individuals) incorporation or notarised formation documents; and
4.5.3        supporting documentation to confirm Your compliance with securities laws, Applicable Laws and Compliance Obligations.
4.6           You acknowledge and agree that We may require attested or notarised copies of any documents listed in this paragraph 4.

5.              ACKNOWLEDGEMENT IN RELATION TO TAX MATTERS
5.1           You acknowledge and agree that:
5.1.1        the tax treatment of cryptocurrency and products and/or services relating to cryptocurrency is uncertain and evolving; and
5.1.2        that Your Use of the Platform and the purchase of the Products and/or Services could subject You to adverse tax consequences in a number of jurisdictions.

6.              DEFINITIONS
6.1           “Compliance Obligations” means obligations under Applicable Law relating to:
6.1.1        the prevention of anti-money laundering;
6.1.2        the prevention of terrorist financing;
6.1.3        Know Your Customer" requirements; and
6.1.4        economic sanctions laws,
in each case under international, national and federal regulations laws.
6.2           “Restricted Jurisdiction” means Singapore and Hong Kong.