YourPortfolio Terms & Conditions

Table of Contents

PART A: OVERVIEW AND USER ACCEPTANCE

1. Your acceptance

2. YourPortfolio Services

3. How to become a Member

4. AML/CTF Obligations

5. Junior Accounts

 

PART B: CRYPTOCURRENCY TRADE SERVICE

6. Cryptocurrency Trade Service

7. Cryptocurrency Trade Instructions

8. Responsibility for the Cryptocurrency Trade Service

9. Termination of the Cryptocurrency Trade Service

10. Custody of cryptocurrency

11. Payment

12. Withdrawals

13. Fees

 

PART C: GENERAL TERMS

14. Using the YourPortfolio Services

15. Termination

16. Third Party Information

17. No Recommendations

18. Disclosure

19. Intellectual Property

20. Privacy

21. Prohibited Uses

22. Registration and Login

23. Disclaimer of Warranties and Limitation of Liability

24. Indemnity

25. Jurisdiction and Law

26. Severability

27. Third Party Beneficiary

28. Contacting YourPortfolio.com

29. Definitions and Interpretation

Member Terms and Conditions

These terms and conditions contain important information, including disclaimers and limitations of liability.

 

PART A: OVERVIEW AND USER ACCEPTANCE

1. Your acceptance

(a) These are the terms and conditions (Terms) on which YP Digital Asset Nominees Pty Ltd ABN 71 630 142 808 (referred to as YourPortfolio, YP, we, us, our) permits Members (referred to as you or your) to:

(i) access and use the public elements of our website www.YourPortfolio.com (Website);

(ii) access and use the Members elements of the Website;

(iii) view or interact with any content, information, communications, advice, text, or other material provided by us through the Website, App or Cryptocurrency Trade Service (Content); and

(iv) communicate with us,

(collectively, the YourPortfolio Services).

(b) GiftX Pty Ltd ABN 65 653 062 563 (GiftX) is a related body corporate of YourPortfolio and is the issuer of the Gift Cards that can be used to purchase Digital Currencies on our Website or App.

(c) You agree to be bound by these Terms by using, browsing or accessing any part of the YourPortfolio Services. If you do not accept these Terms, you must not use the YourPortfolio Services.

(d) We may from time-to-time review and update these Terms, including to take account of new laws, regulations, products or technology. Your use of the YourPortfolio Services will be governed by the most recent Terms posted on the Website. By continuing to use the YourPortfolio Services, you agree to be bound by the most recent Terms which will be made available on the Website. It is your responsibility to check the Website regularly for updated versions of the Terms.

2. YourPortfolio Services

(a) YourPortfolio provides a hosted Digital Currency account which enables you to buy, sell and hold Digital Currency from third parties by giving instructions through the YourPortfolio.com Website. YourPortfolio will process Digital Currency transactions in accordance with the instructions we receive from you.

(b) You are responsible for verifying the accuracy of all transaction information prior to submitting instructions to us.

(c) YourPortfolio cannot cancel or reverse any Digital Currency transactions once they have been submitted to the relevant Exchange. Digital Currency transactions are subject to confirmation by the relevant Exchange and may not be reflected in your Account until this process is complete.

3. How to become a Member

(a) You may apply to become a Member by completing the online Application Form and providing all required information. YourPortfolio may accept or reject your application in its sole discretion.

(b) When accepting an application, YourPortfolio may impose conditions on that acceptance. Such conditions may include portfolio limits, trade size limits, flow limits and other restrictions, limitations or exclusions.

(c) If your application to become a Member is accepted, you grant YourPortfolio a limited power of attorney to undertake and carry out certain actions on your behalf as detailed in the Application Form.

4. AML/CTF Obligations

You acknowledge and agree:

(a) in order for YourPortfolio to meet its obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 and associated Rules (AML/CTF obligations), YourPortfolio is required to verify the identity of its Members as well as certain information about Members' beneficial owners;

(b) YourPortfolio may at any time request further information from you to verify your identity and/or the source of monies credited or to be credited to your Account and you agree to meet YourPortfolio’s request. If you do not provide YourPortfolio the information as requested, or there is a delay in you providing this information to YourPortfolio, YourPortfolio may not be able to open your Account, or may suspend your access to the YourPortfolio Services.

(c) YourPortfolio may disclose your Personal Information to a Credit Reporting Body to verify your identity and obtain an assessment of whether the information you have provided us with matches the information provided by the Credit Reporting Body.

(d) YourPortfolio is not liable for any loss incurred by you as a result of any action of YourPortfolio which either delays an Account being opened or results in an Application being declined, when these actions are necessary for YourPortfolio to comply with its AML/CTF obligations;

(e) YourPortfolio may require further information from you from time to time in order to meet its AML/CTF obligations and you agree to provide YourPortfolio.com with whatever additional information is reasonably required in order for, YourPortfolio to meet its AML/CTF obligations; and

(f) YourPortfolio may use the Document Verification Service to verify Members' government issued identification.

5. Junior Accounts

Where YourPortfolio accepts an application from a Member who is under 18 years of age, YourPortfolio may require the Member to nominate a person who is over 18 years of age to act as the Member's Trusted Adult (in addition to any other conditions imposed by YourPortfolio under clause 3(b)).  Where a person agrees to be a Trusted Adult, each obligation expressed to be imposed on the Member under these terms and conditions will be imposed, jointly and severally on the Member and the Trusted Adult.

 

PART B: CRYPTOCURRENCY TRADE SERVICE

6. Cryptocurrency Trade Service

How you can trade cryptocurrencies

(a) Members who wish to trade cryptocurrencies must register for an Account at YourPortfolio.com.

(b) By registering for an Account, you authorise YourPortfolio to act as your agent to execute Digital Currency transactions on your behalf (Trades). You also authorise YourPortfolio to hold fiat or Digital Currency for the purposes of executing Trades as bare trustee for you.

(c) If you place a successful order for Digital Currency using the funds you redeem from a Gift Card, GiftX will purchase the Digital Currency. GiftX will then transfer the Digital Currency to your Account with YourPortfolio.

(d) YourPortfolio holds your Cash Balance in respect of the Cryptocurrency Trade Service on your behalf in a trust account (Trust Account) established by YourPortfolio with an Australian bank (Bank). YourPortfolio holds the Trust Account in its name as bare trustee for you.

(e) You represent that at all times during your dealings with us that you will be in a position to meet all your commitments and obligations arising from those dealings.

(f) You represent that if you place an order, you have sufficient funds in your Account to pay for the Cryptocurrencies (the subject of the buy order).

(g) You agree that all amounts, Digital Currency and other property or holdings held in your Account are subject to a lien in favour of YourPortfolio for the payment of all amounts owing by you to YourPortfolio or its related bodies corporate, any debit balances, charge backs or other obligations arising in connection with your Account. You grant YourPortfolio your express legal authority to use, liquidate and/or transfer any and all amounts, Digital Currency and other property or holdings in your Account as needed to satisfy any indebtedness arising in connection with your Account, to the extent permitted by law.

(h) YourPortfolio is not entitled to withdraw any amounts from your Cash Balance in the Trust Account, except in accordance with a direction from you, including any standing directions given by you under these Terms or otherwise given by you to YourPortfolio from time to time. YourPortfolio represents that, as any amounts held by YourPortfolio in the Trust Account are held on bare trust for Members, they would not be available to YourPortfolio's creditors, in the event of YourPortfolio's insolvency or otherwise.

(i) The Trust Account cannot be used by you for any purpose other than the Cryptocurrency Trade Service in accordance with these Terms. Amounts can be deposited into the Trust Account only by electronic transfer.

(j) You direct YourPortfolio to deduct from your Cash Balance any amounts payable in connection with your Trades (including settlement amounts, fees, interest and any other costs or charges) and any fees payable to YourPortfolio.com or an Exchange under these Terms.

(k) YourPortfolio may retain interest earned on your Cash Balance that is paid by the Bank. If YourPortfolio passes on any portion of interest earned on your Cash Balance, YourPortfolio may vary any amount passed on from time to time in its sole discretion.

(l) YourPortfolio may suspend your access to your Cash Balance or the Cryptocurrency Trade Service where:

(i) YourPortfolio considers it reasonably necessary to do so to prevent a breach of these Terms;

(ii) required by YourPortfolio's policies and procedures in relation to meeting YourPortfolio's AML/CTF obligations; or

(iii) YourPortfolio is required to do so by law.

7. Cryptocurrency Trade Instructions

(a) YourPortfolio will act as agent solely within the parameters of your instructions received through YourPortfolio's Platform.

(b) The Digital Currencies which can be traded through the Cryptocurrency Trade Service will be determined by YourPortfolio in its discretion and may change from time to time. You will be notified of changes to the list of supported Digital Currencies through the Website or App.

(c) If you wish to place a cryptocurrency order on our Website or App, you authorise YourPortfolio to instruct the relevant Exchange to place the order on your behalf.

(d) All orders placed via our Website are subject to, and must be made in accordance with, these Terms.

(e) When you instruct YourPortfolio to place an order, and once the Exchange has notified YourPortfolio that it has executed that order, YourPortfolio will provide an order confirmation to you via your Account to confirm that your order has been executed by the Exchange.

(f) YourPortfolio may assume the authenticity of any instructions given or purportedly given through the Cryptocurrency Trade Service by you or any person claiming to be your representative. YourPortfolio is not obliged to enquire into any authenticity of instructions received through the Cryptocurrency Trade Service and you authorise YourPortfolio to act upon any instructions it reasonably believes to be authentic.

(g) YourPortfolio reserve the right at all times to decline to accept your instructions through the Cryptocurrency Trade Service without explanation or prior notice for reasons including where:

(i) your instructions are ambiguous, incomplete or unclear;

(ii) your instructions would result in a breach of the law;

(iii) it is not reasonably practicable to place an order on the relevant cryptocurrency market;

(iv) it is not reasonably practicable to place an order with the Exchange; or

(v) the Digital Currency may be too thinly traded.

(vi) the security is subject to a trading halt.

(h) YourPortfolio will inform you of any instructions declined in accordance with clause 7(f) as soon as reasonably practicable.

(i) YourPortfolio will use its best endeavours to pass on accepted instructions, but YourPortfolio does not guarantee that your instructions will be wholly or partially executed or will be executed by a certain time due to reasons including if:

(i) your instructions are contrary to the terms applicable to your Account and the Exchange T&Cs;

(ii) the Trade is unexecuted due to any act or omission of the Exchange;

(iii) your instructions are ambiguous or incomplete;

(iv) your instructions would result in a breach of the law;

(v) the Cash Balance in your Account is insufficient;

(vi) your order may need to be manually vetted; or

(vii) the Digital Currency may be too thinly traded.

(j) If YourPortfolio receives notice from the Exchange that a Trade has not been executed, YourPortfolio will pass this notice on to you as soon as reasonably practicable.

8. Responsibility for the Cryptocurrency Trade Service

(a) You acknowledge and agree that:

(i) YourPortfolio does not recommend or endorse any investments in or available through the Cryptocurrency Trade Service, and YourPortfolio assumes no responsibility or liability in relation to the quality of such investments; and

(ii) you authorise the Exchange to provide information about your Portfolio to YourPortfolio.

(iii) it is your responsibility to assess and research each Trade and determine its suitability for your purposes.

(b) To the greatest extent permissible by law, you further acknowledge and agree that YourPortfolio is not responsible (whether in contract, tort or otherwise) for any loss or damage caused or suffered by you to the extent that the loss or damage results from:

(i) any defect in YourPortfolio’s computer systems, or any delay, fault, failure in or loss of access to the Cryptocurrency Trade Service;

(ii) if an order is filled prior to the Exchange receiving and processing a cancellation or amendment from YourPortfolio on your behalf, you will accept the transaction on the original terms;

(iii) telecommunications failure, delay, or interruption of or defective network or internet connections or services by a third party, including any defect in the Account or the Exchange's computer systems;

(iv) your incorrect operation of the Cryptocurrency Trade Service;

(v) inaccuracy, error or omission in any material, data or information provided by you or any other third party through the Cryptocurrency Trade Service;

(vi) actions of third parties in respect of the Cryptocurrency Trade Service including the Exchange or other Service Providers; or

(vii) any delay, interruption, omission, failure, error or fault in the execution of your instructions provided through the Cryptocurrency Trade Service other than as a direct result of the fraud, wilful default or negligence of YourPortfolio.

9. Termination of the Cryptocurrency Trade Service

The Cryptocurrency Trade Service will terminate on the earlier of:

(a) Termination of your Account;

(b) Termination of your Membership in accordance with these Terms.

10. Custody of cryptocurrency

(a) YourPortfolio will establish an account with the Exchange. All of your Digital Currency, together with the Digital Currency purchased by other Members, will be held by the Exchange on behalf of YourPortfolio. YourPortfolio will hold the rights in respect of your Digital Currency as bare trustee on your behalf.

11. Payment

In order to buy a Digital Currency on our Website or App, you will need to have cash in your YourPortfolio cash account. YourPortfolio provides the ability for you to deposit cash by electronic funds transfer in the form of PayID transfer and Bank transfer. PayID transfers can take up to 1 business day to be processed and the cash to appear in your Account. Bank transfers can take up to 3 business days for it to be processed and the cash to appear in your Account.

12. Withdrawals

(a) You may only withdraw cash from your Account to a bank account that is in your name. You can link your bank account when you request a withdrawal on our Website or App.

(b) If all or part of your Account has been funded through the redemption of a Gift Card we reserve the right to restrict the amount of cash you can withdraw to an external bank account for up to 180 days from the date the Gift Card was purchased.

(c) YourPortfolio will use reasonable endeavours to process withdrawals from your Account within 3 business days (T+3). The time it takes for the withdrawal amount to enter your bank account may take longer, depending on your bank.

(d) YourPortfolio will establish withdrawal processes and procedures and may change these from time to time. Information about these processes and procedures will be available through our Website and App.

13. Fees

(a) We charge fees such as (but not limited to) Brokerage Fees when you purchase a Digital Currency. Details of our fees are available at www.yourportfolio.com/fees.

 

PART C: GENERAL TERMS

14. Using the YourPortfolio Services

(a) You agree to use the YourPortfolio Services in good faith in accordance with these Terms and Applicable Laws.

(b) You will comply with any policies, procedures, operating rules and directions of YourPortfolio from time to time in relation to the operation of the Cryptocurrency Trade Service, your access to the YourPortfolio Services and the manner of performance of your obligations under these Terms.

(c) You are responsible for all dealings through the Cryptocurrency Trade Service, including any fraudulent, illegal or unauthorised dealings, which are attributable to your conduct. You release and discharge YourPortfolio from any liability in respect of such dealings.

15. Termination

(a) You or YourPortfolio may cancel your Membership and terminate these Terms immediately by giving the other party written notice if that party has materially breached these Terms.

(b) Upon cancellation of your Membership and termination of these Terms, you will no longer have access to the YourPortfolio Services, other than those portions of the Website which are publicly available to all users. Any such use of the YourPortfolio Services by you will continue to be subject to these Terms.

(c) Despite any other provision in these Terms, this clause 15 and clauses 18, 19, 20, 23, 24, 25, 26, 28 and 29 survive the expiry or termination of these Terms.

16. Third Party Information

(a) The YourPortfolio Services incorporate Third-Party Information.

(b) YourPortfolio.com is not responsible for the Third-Party Information and makes no representation as to the accuracy, reliability, timeliness or appropriateness of the Third-Party Information. You acknowledge that Current Price information may be delayed by up to 24 hours or longer in extraordinary circumstances.

(c) Any recommendations or statements of opinion contained in the Third-Party Information are those of the relevant third party and are not adopted by or attributable to YourPortfolio.com.

17. No Recommendations

(a) You acknowledge that YourPortfolio.com is not authorised to, and does not through the YourPortfolio Services, provide personal financial product advice (within the meaning of the Corporations Act).

(b) All information provided on the YourPortfolio Services is, unless otherwise indicated, factual information and does not involve any recommendation or statement of opinion by YourPortfolio.com or any third party. Such information does not take into account your objectives, financial situation or needs and you should consider obtaining professional financial advice before making any investment decisions.

(c) References in the Solution to the performance of your Portfolio are to the past performance of that Portfolio. Past performance should not be taken as an indication of future performance.

18. Disclosure

(a) YourPortfolio may provide benefits to third parties in connection with the Website, App and Cryptocurrency Trade Service, including Distributors (such as accountants and other professional service providers) who refer Members to us.

19. Intellectual Property

(a) All intellectual property rights (including copyright and patents) in the YourPortfolio Services and all components of them are owned or licensed by us unless otherwise indicated. You must not copy, modify or transmit any part of the YourPortfolio Services or any Content except as permitted in these Terms.

(b) The YourPortfolio Services contain trademarks, logos, service names and trade names of YourPortfolio.com or third parties that may be registered or otherwise protected by law. These include the YourPortfolio.com logo. You are not permitted to use any trademarks, logos, service names or trade names appearing on the YourPortfolio Services.

(c) We grant you a non-exclusive and non-transferable licence to use the Website and, if you are a Member, the Cryptocurrency Trade Service, for your own personal use. You may not download (other than page caching) or modify the Website, App or the Cryptocurrency Trade Service or any portion them.

20. Privacy

Any Personal Information submitted by you to our Website or App is subject to and will be handled in accordance with our Privacy Policy. The Privacy Policy forms part of these Terms and is set out at www.yourportfoliocom/privacy-policy. You agree that, by using the YourPortfolio Services or communicating with us, you have read the Privacy Policy, understood its contents and consent to its requirements.

Your Content

(a) Subject to certain restrictions and limits outlined in this clause and clause 20, the Website may allow you to upload, post, link to, store, communicate, send or transmit content (Your Content) on the Website or App.

(b) You grant to us a non-exclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, modify, reproduce, adapt, communicate, display, perform and distribute Your Content in relation to and only for the purpose of our operation of the Website or App.

(c) You represent and warrant that Your Content does not infringe any third party intellectual property rights and that you own or otherwise control all of the rights to the content or that you have obtained all necessary authorisations and consents to post, link to, store or communicate Your Content and to grant us the rights in clause 21(b), that Your Content is accurate, that the use of Your Content does not violate these Terms and will not cause any loss or injury to any person. You agree to be solely responsible for any of Your Content that you post to the Website or App.

(d) YourPortfolio has the right, but not the obligation, to monitor any Content (including Your Content) made available on the Website or App. We reserve the right, in our absolute discretion, to block, modify or remove any Content (including Your Content) without notice, and will not be liable in any way for possible consequences of such actions.

(e) If you have a complaint regarding any Content, our sole obligation will be to review any written complaint notified to us and, if we see fit, in our sole discretion, to modify or remove the particular Content.

21. Prohibited Uses

In using the YourPortfolio Services, you must not engage or attempt to engage in any activities that:

(a) violate any applicable local, state, federal or international law including, without limitation the Spam Act 2003 (Cth), Copyright Act 1968 (Cth), principles of law or equity established by decisions of courts and statutes, regulations or by-laws of the Commonwealth of Australia, or any State or Territory of the Commonwealth of Australia or a government agency;

(b) result in the placement, posting, uploading of, linking to, sending, storing or otherwise communicating or distributing in any way content that is (or is likely to be considered) inappropriate, defamatory, abusive, profane, infringing, obscene, indecent, obscene, or unlawful material or information;

(c) violate the rights of any third party (including, without limitation abusing, stalking, threatening or otherwise, infringement of copyright, trademark, or other intellectual property right, misappropriation of trade secrets, Confidential Information, electronic fraud, invasion of privacy, pornography, obscenity or libel);

(d) interfere with or disrupt any other third parties (including other users of the YourPortfolio Services), equipment, functions, features, the YourPortfolio Services;

(e) introduce or allow the introduction, transmission, distribution or uploading of any, virus or other potentially harmful programs, materials, information or malicious code into the YourPortfolio Services or any related network;

(f) use any device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the YourPortfolio Services or their contents;

(g) involve distribution of unsolicited advertising or chain letters, repeated harassment of other users or third parties, impersonating another user, falsifying a users’ network identity for improper or illegal purposes, gaining unauthorised access to any parts of the YourPortfolio Services, sending unsolicited bulk emails or calls, continuing to send someone emails after being asked to stop and using a network to gain unauthorised entry to any other machine accessible via a network;

(h) involve the unauthorised use of any machine or network, denial of service attacks, falsification of header information or user identification information, monitoring or scanning the networks of others;

(i) gain unauthorised access to the YourPortfolio Services;

(j) disrupt, impair, alter or otherwise interfere with the functions, features, Content of the YourPortfolio Services; restrict or inhibit any other visitor from using the YourPortfolio Services, including, without limitation, by means of "hacking" or defacing a portion of this YourPortfolio Services;

(k) express or imply that statements you make are endorsed by YourPortfolio, without YourPortfolio's prior written consent;

(l) modify, adapt, decompile, reverse engineer, disassemble or otherwise reduce the YourPortfolio Services to a human-perceivable form;

(m) remove any copyright, trademark or other proprietary rights notices contained in the YourPortfolio Services;

(n) harvest or collect information about this Website's visitors or Members without their express consent;

(o) are commercial, including selling, modifying, displaying, distributing or otherwise using any Content, in whole or in part, for any public or commercial purpose without YourPortfolio's prior written consent, marketing, advertising or promoting goods or services, collecting and using any product lists or pricing for the benefit of other merchants, or re-selling, sublicensing or translating the Website, App or Solution;

(p) use any meta-tags or any other "hidden text" utilising YourPortfolio's name or YourPortfolio.com Content without YourPortfolio's express written permission;

(q) frame the Website, or utilise framing techniques on any part of the Website, without YourPortfolio's express written permission; or

(r) provide access to the YourPortfolio Services to persons who are not Members or have not paid the relevant fee for the service.

22. Registration and Login

(a) Certain parts of the YourPortfolio Services are only accessible to Members who have signed up for an Account.

(b) You represent and warrant that you are the individual identified in the Application Form, you have all necessary authorities in respect of your Portfolio and that all information you have supplied to us in connection with your use of the YourPortfolio Services is true and correct.

(c) You represent that you do not hold an AFS Licence and are not an authorised representative of an AFS Licence holder.

(d) When using the YourPortfolio Services, you are responsible for maintaining the confidentiality of your login details and for restricting access by third parties to your account. You agree to be liable if your login details are used by an unauthorised person and are fully responsible for all activities that are conducted under your Account. If you believe that any of your login details have been compromised, lost or misplaced, you must contact us immediately by email at info@yourportfolio.com. You must exercise particular caution when accessing the YourPortfolio Services using the software from a public or shared computer or mobile device so that others are not able to view or record your login details or other Personal Information.

23. Disclaimer of Warranties and Limitation of Liability

(a) You agree that you have not relied on any representation, description, illustration or specification that is not expressly stated in these Terms.

(b) We will use our reasonable endeavours when selecting the Exchange, Service Providers and other third parties that facilitate the Cryptocurrency Trade Service. However, we are not responsible for any loss to your Digital Currency which occurs as a result of any act or omission of the Exchange, a Service Provider or any other third party.

(c) Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred on you by Schedule 2 to the Competition and Consumer Act 2010 (ACL), or any other Applicable Law, that cannot be excluded, restricted or modified by agreement.

(d) To the extent permitted by law (including the ACL), YourPortfolio excludes all warranties, whether express or implied (not including any consumer guarantees under the ACL), including any warranties or representations concerning availability of the YourPortfolio Services, quality, completeness, accuracy, suitability, acceptability or fitness for purpose in relation to the YourPortfolio Services including Content, all links to or from the YourPortfolio Services and the goods and services advertised or accessible using the YourPortfolio Services. Subject to the consumer guarantees provided for in consumer protection legislation (including the ACL), YourPortfolio does not warrant that you will have continuous access to the YourPortfolio Services. YourPortfolio will not be liable in the event that the Website or the full functionality of the YourPortfolio Services is unavailable to you or due to computer downtime attributable to malfunctions, upgrades, preventative or remedial maintenance activities or interruption in telecommunications supply.

(e) YourPortfolio does not guarantee the delivery of communications over the internet as such communications rely on third party service providers. The exchange of information electronically is vulnerable to interception by third parties and YourPortfolio does not guarantee the security or confidentiality of information available through the YourPortfolio Services nor the security of the YourPortfolio Services. Whilst YourPortfolio strives to protect information transmitted via the YourPortfolio Services, any such information is transmitted at your own risk.

(f) To the extent permitted by law (including the ACL), the liability of YourPortfolio in respect of any non-excludable warranties or conditions relating to the YourPortfolio Services including Content, all links to or from the YourPortfolio Services and the goods and services advertised or accessible using the Content is limited to resupplying the relevant YourPortfolio Services or the reasonable cost of resupplying the relevant YourPortfolio Services, whichever YourPortfolio.com sees fit to provide.

(g) Except where YourPortfolio fails to meet a consumer guarantee under the ACL and notwithstanding any other provision of these Terms, YourPortfolio will not be liable to you for:

(i) any damage, loss or expense resulting from or caused by:

(A) any act of YourPortfolio which was carried out in good faith (notwithstanding that such act may have been in breach of these Terms or negligent);

(B) your investment decisions and any acquisitions and sales of Digital Currencies you make, regardless of whether they were made in light of Content available on the YourPortfolio Services;

(C) fluctuations in the value of Digital Currencies;

(D) any act or omission of any third party;

(E) any inaccurate or incorrect Third Party Information;

(F) any inaccurate or incorrect information in Your Content or otherwise provided by you;

(G) any event or circumstance beyond YourPortfolio's reasonable control including, without limitation, a Force Majeure Event;

(H) any breach of these Terms, negligence, default, fraud or dishonesty by you;

(ii) any direct or indirect lost profit, loss of opportunity, incidental, consequential or special damages, howsoever the loss is caused and regardless of whether it was foreseeable or not.

24. Indemnity

You agree to indemnify us, YourPortfolio and the Service Providers in respect of all loss, damage, costs, expenses (including legal fees on a full indemnity basis), fines, penalties, claims, demands and proceedings incurred howsoever arising, whether at common law (including negligence) or under statute, in connection with any of the following:

(a) any breach of these Terms by you;

(b) your use of the YourPortfolio Services and Your Content (as applicable); and

(c) your communications with YourPortfolio or the Service Providers.

25. Jurisdiction and Law

These Terms are governed by and must be construed in accordance with the laws of the State of New South Wales, Australia. You submit to the exclusive jurisdiction of the courts of that State and the Commonwealth of Australia in respect of all matters arising out of or relating to these Terms, their performance and subject matter.

26. Severability

Each provision of these Terms is severable from the others and no severance of a provision will affect any other provision.

27. Third Party Beneficiary

You agree that the Service Providers are third party beneficiaries of these Terms, with all rights to enforce such provisions as if the Service Providers were parties to these Terms.

28. Contacting YourPortfolio.com

If you have questions about the YourPortfolio Services, these Terms or the Privacy Policy, please contact YourPortfolio by emailing info@yourportfolio.com.

29. Definitions and Interpretation

In these Terms unless the context requires otherwise:

Account means the account you sign up for at our Website or App, which is administered by YourPortfolio;

ADI means an Authorised Deposit-taking Institution within the meaning of section 5 of the Banking Act 1959;

Applicable Law means the Corporations Act 2001 (Cth), and any other statute, statutory instrument or general law that is applicable to a party in connection with these Terms;

Application Form means the application form to become a Member made available on the Website by YourPortfolio.com, from time to time;

App means the YourPortfolio.com application downloaded by a user to a mobile device;

Business Day means a day other than Saturday or Sunday on which banks are open for general banking business in Sydney;

Cash Balance, in respect of a Member, means the amount of cash held by YourPortfolio.com in a Trust account with an ADI on behalf of the Member;

Confidential Information means all information belonging or relating to YourPortfolio.com and/or the Solution, whether oral, graphic, electronic, written or in any other form, that:

  • is or should reasonably be regarded as, confidential to YourPortfolio.com; or

  • is not generally available to the public at the time of disclosure other than by reason of a breach of these Terms;

Content means any content made available on the Website or App;

Content Provided by Other Members means the content uploaded, posted, linked to, stored, communicated, sent or transmitted on the Website or via the Solution by Members other than you;

Credit Reporting Body has the meaning given to this term in the Privacy Act 1988 (Cth).

Cryptocurrency Trade Service means the service we run on our website www.YourPortfolio.com or our App that enables you to give us instructions to buy and sell cryptocurrencies on your behalf.

Digital Currency means the cryptocurrencies offered on the Cryptocurrency Trade Service, as amended from time to time by YourPortfolio.

Document Verification Service means the Australian document verification service.

Exchange means a cryptocurrency exchange which has been selected by YourPortfolio from time to time as a provider of trading, clearing and settlement services in connection with the Cryptocurrency Trade Service;

Exchange T&Cs means the terms and conditions applicable to the Exchange's execution, clearing and settlement services;

Force Majeure Event means any act, event or cause including:

  • an act of God, peril of the sea, accident of navigation, war, sabotage, riot, act of terrorism, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, lightning, flood, cyclone, earthquake, landslide, storm or other adverse weather conditions, explosion, power shortage, strike or other labour difficulty (whether or not involving employees of the party concerned), epidemic, quarantine, radiation or radioactive contamination;

  • an action or inaction of a Government Agency, including expropriation, restraint, prohibition, intervention, requisition, requirement, direction or embargo by legislation, regulation, decree or other legally enforceable order; or

  • breakdown of plant, machinery or equipment or shortages of labour, transportation, fuel, power or plant, machinery, equipment or material,

To the extent that the act, event or cause directly or indirectly results in a party being prevented from or delayed in performing one or more of its obligations under these Terms and that act, event or cause is beyond the reasonable control of that party;

Gift Card means a gift card issued by GiftX Pty Ltd that can be used to purchase Digital Currencies on our Website or App.

Member means a user who has signed up for an Account at YourPortfolio.com in accordance with these Terms and whose application was accepted under clause 3(a);

Month means a period extending from a date in one calendar month to the corresponding date in the following month;

Personal Information means your name, address, date of birth, credit card details, YourPortfolio.com login details, Exchange login details and any other information you have entered into the Solution about yourself which the Solution identifies as "personal information";

Platform means YourPortfolio's system through which you give instructions to execute your Trades.

Privacy Policy means the privacy policy found at www.YourPortfolio.com/privacy-policy.

Service Providers means the service providers appointed by YourPortfolio and YourPortfolio, from time to time, including but not limited to, the Exchange;

Third Party Information means information supplied by another Member or third party and incorporated into the Website or App, including:

  • Current Price and historical price information in relation to Digital Currencies provided by the Exchange or any other third party;

  • research and analysis in relation to Digital Currencies provided by third parties;

  • Content Provided by Other Registered Users;

Trades has the meaning given to it in clause 6.1(b);

Trust Account has the meaning given to it in clause 6.1(d);

Trusted Adult means a person nominated by a Member in accordance with clause 5;

YourPortfolio means YP Digital Asset Nominees Pty Ltd ABN 71 630 142 808;

YourPortfolio Services means the Website, App or Cryptocurrency Trade Service.

Interpretations

In these Terms unless the context requires otherwise:

  • the singular includes the plural and vice versa;

  • a gender includes the other genders;

  • the headings are used for convenience only and do not affect the interpretation of these Terms;

  • other grammatical forms of defined words or expressions have corresponding meanings;

  • a reference to a document includes the document as modified from time to time and any document replacing it;

  • a reference to a party is to a party to these Terms and a reference to a party to a document includes the party's executors, administrators, successors and permitted assigns and substitutes;

  • if something is to be or may be done on a day that is not a Business Day then it must be done on the next Business Day;

  • the word "person" includes a natural person, partnership, body corporate, association, governmental or local authority, agency and any body or entity whether incorporated or not;

  • the word "month" means calendar month and the word "year" means 12 months;

  • the words "in writing" include any communication sent by letter, facsimile transmission or email or any other form of communication capable of being read by the recipient;

  • a reference to a thing includes a part of that thing;

  • a reference to all or any part of a statute, rule, regulation or ordinance (statute) includes that statute as amended, consolidated, re-enacted or replaced from time to time;

  • wherever "include", "for example" or any form of those words or similar expressions is used, it must be construed as if it were followed by "(without being limited to)";

  • money amounts in these Terms, the Website and Solution are stated in Australian currency unless otherwise specified;

  • a reference to time is to Melbourne, Australia time;

  • a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed (defunct body), means the agency or body which performs most closely the functions of the defunct body; and

  • any agreements, representation, warranty or indemnity by two or more parties (whether those parties are included in the same defined term or not) binds them jointly and separately.

Updated 6th Jul 2022