Last Updated:
09/09/2026
Damisa Account and Foreign Exchange / Crypto Exchange / Crypto-Fiat Conversion (Australia)
Damisa Technologies Pty Ltd ACN 682 846 966 | AFSL 700030
AUSTRAC registration: IND100886994-001 | DCE100886994-001
These Terms and Conditions (Terms) set out the terms for your Damisa Account and related Services and other important things that you need to know. They include:
• Part A: The Damisa Account
• Part B: Foreign Exchange, Crypto Exchange and Crypto-Fiat Conversion
• Part C: General Terms
Part A: The Damisa Account
Part B: Foreign Exchange, Crypto Exchange and Crypto-Fiat Conversion
This Part B governs the terms upon which Foreign Exchange, Crypto Exchange and Crypto-Fiat Conversion may be entered into between you and us.
11. Foreign Exchange Terms
a)We offer a foreign exchange service (Foreign Exchange) where you can exchange one currency to another currency in real time. Foreign Exchange will only be available with Supported Currencies and made in connection with a Payment Transaction that is made immediately following the Foreign Exchange.
b)If you provide us with Instructions in relation to a Foreign Exchange via the Damisa Platform, we provide you with details outlining:
i.the Exchange Rate;
ii.the Damisa Fee you need to pay to us to undertake the Foreign Exchange. This fee is deducted from the payment amount entered on the Damisa Platform;
iii.the funds you will receive from the Foreign Exchange; and
iv.the period in which you may accept the Foreign Exchange Terms.
c)If, within the time period we specify, you indicate through the Account that you accept the Foreign Exchange Terms, then you will be bound by these Terms.
d)Unless expressly set out in this Agreement, Foreign Exchange cannot be cancelled or reversed once the Foreign Exchange Terms have been accepted.
e)If Foreign Exchange Terms are not accepted within the time period we have specified, they will lapse and cannot be accepted.
f)Subject to the terms of this Agreement, we will process and settle each Foreign Exchange immediately upon your acceptance of the Foreign Exchange Terms.
g)Notwithstanding any other provision of this Agreement, we may in our absolute discretion delay, suspend, refuse to enter into, or cancel any Foreign Exchange at any time, including after you have accepted the relevant Foreign Exchange Terms. Subject to clause 28(a), we do not accept any liability or responsibility for any Loss incurred or suffered by you in connection with such refusal or cancellation.
12. Crypto Exchange Terms
a)We offer a Crypto Asset exchange service (Crypto Exchange) where you can exchange one cryptocurrency to another cryptocurrency in real time. Crypto Exchange will only be available with Supported Crypto Assets and made in connection with a Payment Transaction that is made immediately following the Crypto Exchange.
b)If you provide us with Instructions in relation to a Crypto Exchange via the Damisa Platform, we provide you with details outlining:
i.the Exchange Rate;
ii.the Damisa Fee you need to pay to us to undertake the Crypto Exchange. This fee is deducted from the payment amount entered on the Damisa Platform; and
iii.the Crypto Assets you will receive from the Crypto Exchange.
c)Crypto Exchange cannot be cancelled or reversed once the Crypto Exchange Terms have been accepted.
d)Subject to the terms of this Agreement, we will process each Crypto Exchange immediately upon your acceptance of the Crypto Exchange Terms.
e)Notwithstanding any other provision of this Agreement, we may in our absolute discretion delay, suspend, refuse to enter into, or cancel any Crypto Exchange at any time, including after you have accepted the relevant Crypto Exchange Terms. Subject to clause 28(a), we do not accept any liability or responsibility for any Loss incurred or suffered by you in connection with such refusal or cancellation.
13. Crypto-Fiat Conversion
a)We offer a conversion service (Crypto-Fiat Conversion) where you can convert a Supported Crypto Asset into a Supported Currency, or a Supported Currency into a Supported Crypto Asset, in real time. Crypto-Fiat Conversion is only available with Supported Currencies and Supported Crypto Assets, and is made either in connection with a Payment Transaction that is made immediately following the Crypto-Fiat Conversion, or to convert a holding in your Damisa Account.
b)If you provide us with Instructions in relation to a Crypto-Fiat Conversion via the Damisa Platform, we provide you with details outlining:
i.the Exchange Rate;
ii.the Damisa Fee you need to pay to us to undertake the Crypto-Fiat Conversion. This fee is deducted from the amount entered on the Damisa Platform;
iii.the Supported Currency or Supported Crypto Asset you will receive from the Crypto-Fiat Conversion; and
iv.the period in which you may accept the Crypto-Fiat Conversion Terms.
c)If, within the time period we specify, you indicate through the Account that you accept the Crypto-Fiat Conversion Terms, then you will be bound by those Terms.
d)A Crypto-Fiat Conversion cannot be cancelled or reversed once the Crypto-Fiat Conversion Terms have been accepted.
e)Subject to the terms of this Agreement, we will process and settle each Crypto-Fiat Conversion immediately upon your acceptance of the Crypto-Fiat Conversion Terms.
f)Crypto-Fiat Conversion is a designated service in respect of which we are registered with AUSTRAC (see clause 15). We may require additional information or documentation from you to comply with our obligations under the AML/CTF Laws in connection with any Crypto-Fiat Conversion.
g)Notwithstanding any other provision of this Agreement, we may in our absolute discretion delay, suspend, refuse to enter into, or cancel any Crypto-Fiat Conversion at any time, including after you have accepted the relevant Crypto-Fiat Conversion Terms. Subject to clause 28(a), we do not accept any liability or responsibility for any Loss incurred or suffered by you in connection with such refusal or cancellation.
13A. OTC Transactions
13A.1 Definitions for this clause
“OTC Transaction” means a bilateral transaction between the Customer and Damisa for the purchase, sale or exchange of Crypto Assets and/or Supported Currencies, agreed directly (by voice, chat, email, the Damisa Platform or another agreed channel) on individually negotiated terms, rather than executed instantly against the Platform’s standard on-screen rates. An OTC Transaction is a principal-to-principal transaction.
“Request for Quote” or “RFQ” means a request by the Customer for a price at which Damisa is willing to enter into an OTC Transaction for a specified asset, direction, size and settlement basis.
“Quote” means an indication of price given by Damisa in response to an RFQ, which may be indicative or firm as expressly stated at the time.
“Trade Time” means the moment at which an OTC Transaction becomes binding on both parties under clause 13A.3.
“Trade Confirmation” means the written record of the agreed economic terms of an OTC Transaction issued by Damisa (via the Platform, email or another agreed channel) after the Trade Time, including the asset(s), direction, quantity, price, total consideration, settlement basis, Settlement Assets, Settlement Addresses/accounts, Settlement Date and Settlement Cut-off.
“Settlement Asset” means, for each leg of an OTC Transaction, the specific Crypto Asset (including network/chain) or Supported Currency (including payment rail) to be delivered.
“Settlement Address” means the whitelisted blockchain address, or the designated bank account or IBAN, to which a leg of an OTC Transaction is to be delivered, as recorded in the Trade Confirmation.
“Settlement Date” and “Settlement Cut-off” mean, respectively, the date on which each leg is due to settle (which may be the Trade Time itself, T+0, or a later date) and the latest time on the Settlement Date by which a party must have delivered its leg in full and in cleared, final form, each as recorded in the Trade Confirmation.
“Delivery-versus-Payment” or “DvP” means a settlement basis in which each leg is conditional on the substantially simultaneous delivery of the other leg, whether achieved via escrow, atomic settlement or Damisa-operated sequencing.
“Free Settlement” means a settlement basis in which one party delivers its leg before receiving the other leg, thereby accepting settlement (principal) risk on the counterparty for the intervening period.
“Settlement Failure” means the failure by a party to deliver its Settlement Asset in full, to the correct Settlement Address, in cleared and final form, by the Settlement Cut-off; or the reversal, recall, chargeback or non-finality of a leg after apparent delivery.
“Close-out Amount” means the aggregate loss, cost or expense (expressed as a positive number) or gain (expressed as a negative number) to Damisa of terminating, liquidating, replacing or re-establishing the economic equivalent of a Failed Trade, determined under clause 13A.8, including the cost of any replacement transaction, price movement, funding and hedging costs, and reasonable transaction and network costs.
“Market Disruption Event” means a suspension, depeg, loss of liquidity, network halt, congestion, fork, exchange outage, or other event that materially impairs the ability to price or settle a Settlement Asset.
“Manifest Error” means a Quote, price or Trade Confirmation term containing a clear and obvious error (including a misplaced decimal, a price plainly off-market, a wrong asset or network, or a quantity error) that a reasonable counterparty would recognise as an error.
13A.2 Application and eligibility
(a)This clause 13A applies whenever the Customer and Damisa enter into an OTC Transaction.
(b)OTC dealing is offered only to customers Damisa has approved for OTC dealing, that have completed all onboarding, KYC/KYB and due-diligence requirements under clause 23, and that remain eligible on a continuing basis. Damisa may withdraw OTC eligibility at any time, with or without cause, on notice.
(c)The Customer represents on a continuing basis that it deals as principal for its own account (save for disclosed third-party payments), that it contracts as a professional or wholesale client acting in the course of its business and not as a consumer or retail client, and that it has the knowledge and experience to evaluate the risks of each OTC Transaction independently.
(d)Damisa is under no obligation to provide a Quote, to enter into any OTC Transaction, or to continue any negotiation, and may decline any RFQ in its absolute discretion without giving reasons.
13A.3 Quotes and formation
(a)The Customer submits an RFQ specifying the asset(s), direction (buy/sell), quantity and requested settlement basis. Damisa may respond with an indicative or a firm Quote.
(b)A firm Quote is valid only for the period expressly stated (or, if none is stated, for the time reasonably necessary for the Customer to accept it in the same communication), after which it lapses automatically. Indicative Quotes are for information only and are not capable of acceptance.
(c)Where a firm Quote is given, Damisa may nonetheless apply a final validation check at the point of acceptance (“last look”) and may decline to proceed where, in the interval, there has been a material price movement, a Market Disruption Event, a suspected error (including a Manifest Error), or a compliance concern. Damisa will not use last look to speculate at the Customer’s expense.
(d)An OTC Transaction becomes binding on both parties at the Trade Time, being the moment the parties agree all essential economic terms through an agreed channel — whether by the Customer accepting a firm Quote, by the parties confirming terms by voice or chat, or by acceptance on the Platform — notwithstanding that a Trade Confirmation has not yet been issued.
(e)The binding nature of an OTC Transaction at the Trade Time is not conditional on the issue of a Trade Confirmation. This clause operates as an express variation of clauses 6, 11, 12 and 13 in respect of OTC Transactions: the point of execution is the Trade Time (not the point of Platform acceptance), an OTC Transaction need not be made in connection with an immediately following Payment Transaction, and settlement occurs separately under clause 13A.5.
13A.4 Trade Confirmations
(a)Following the Trade Time, Damisa will issue a Trade Confirmation. The Customer must review it promptly and notify Damisa of any claimed discrepancy within the shorter of two (2) hours of receipt and the time falling one (1) hour before the Settlement Cut-off, and in any event shall have no less than thirty (30) minutes from receipt to do so.
(b)Absent a discrepancy notice within that period, or where the Customer acts on the OTC Transaction (including by settling any leg), the Trade Confirmation is conclusive and binding evidence of the terms of the OTC Transaction, save for Manifest Error.
(c)In the event of any inconsistency between the Trade Confirmation and the parties’ contemporaneous records of the Trade Time, the records of what was actually agreed at the Trade Time prevail, and the parties will correct the Trade Confirmation accordingly.
13A.5 Settlement mechanics
(a)Each OTC Transaction settles on the basis (DvP or Free Settlement), by the Settlement Date and Settlement Cut-off, and to the Settlement Addresses recorded in the Trade Confirmation. Time is of the essence in respect of the Settlement Cut-off.
(b)A leg is settled only when the relevant Settlement Asset has been received in full, to the correct Settlement Address, in cleared and irreversible form — for Crypto Assets, the applicable number of network confirmations for final settlement; for Supported Currencies, receipt as cleared, irrevocable funds.
(c)Settlement Addresses must be whitelisted in advance in accordance with Damisa’s procedures. Damisa may treat instructions to settle to a whitelisted address as validly given and is not obliged to act on any last-minute change of Settlement Address.
(d)Where a trade settles on a Free Settlement basis, the party delivering first bears settlement (principal) risk on the other party until the second leg is received in final form. Damisa determines, at the point of quoting, whether an OTC Transaction is offered on a DvP or Free Settlement basis and may require pre-funding, delivery first, or that the Customer’s leg is placed into escrow.
13A.6 Finality and irreversibility
(a)The Customer acknowledges that settlement of a Crypto Asset leg is effected on a public, permissionless network and is technologically irreversible once broadcast and confirmed. Damisa cannot recall, reverse, freeze or amend a confirmed on-chain transfer, and neither party has any right to unwind a settled leg on the basis of subsequent price movement, change of commercial position, or otherwise. Clauses 7 (Recalls) and 8 (Reversals) give the Customer no right to unwind an accepted or settled OTC Transaction.
(b)The Customer is solely responsible for the accuracy of every Settlement Address, network/chain selection, tag, memo and reference it provides or whitelists, and clauses 4(d) and 6(g) apply. A transfer to an incorrect, incompatible or unsupported address or network may be permanently irrecoverable, and Damisa has no obligation to attempt recovery and no liability for any resulting loss.
(c)Because settlement is irreversible, the risk of a mismatch between the two legs is managed through the settlement basis (clause 13A.5) and the Settlement Failure regime (clauses 13A.7 and 13A.8), and not by reversing a completed leg. Where Damisa has delivered its leg and the Customer’s leg fails, the delivered leg is not reversed; instead Damisa’s remedies under clauses 13A.7 to 13A.9 apply.
(d)Nothing in this clause 13A.6 limits Damisa’s right, or any legal obligation, to freeze, delay, refuse, quarantine or return assets for compliance, sanctions, fraud or legal reasons under clauses 6, 8 and 23; such actions are not a reversal of settlement and do not give rise to liability, subject to clause 28(a).
13A.7 Settlement Failure
(a)The non-defaulting party must notify the defaulting party of a Settlement Failure. Unless Damisa specifies otherwise in the Trade Confirmation, the defaulting party has a cure period of two (2) hours from notice to remedy the failure by delivering in full. Damisa may shorten or dispense with the cure period where a Market Disruption Event, price volatility or a compliance concern makes delay prejudicial.
(b)If the Customer anticipates that it will not settle in full by the Settlement Cut-off, it must notify Damisa immediately. Failure to give such notice is itself a breach and is relevant to the allocation of costs under clause 13A.8.
(c)During any period in which a leg has been delivered by one party but the corresponding leg has not achieved finality, the delivered assets (or their proceeds) are held for the account of the delivering party to the fullest extent permitted by law, and the defaulting party has no right, title or interest in them beyond its entitlement (if any) on a completed settlement.
13A.8 Close-out and Close-out Amount
(a)If a Settlement Failure by the Customer is not cured within the applicable cure period, Damisa may, in its absolute discretion and without further notice, do any one or more of the following (a “Close-out”): (i) terminate the affected OTC Transaction (a “Failed Trade”) and any related OTC Transactions; (ii) decline to deliver, or suspend delivery of, its own leg; (iii) unwind, liquidate or reverse (where technically possible and lawful) any part-settlement, and enter into one or more replacement transactions to re-establish or hedge the economic position Damisa would have held had the OTC Transaction settled; (iv) liquidate, sell or convert Crypto Assets or Supported Currencies held in the Customer’s Damisa Account, or pre-funded or escrowed by the Customer, at prevailing market rates, applying the proceeds against amounts owed; and (v) determine and demand the Close-out Amount.
(b)The Close-out Amount is determined by Damisa in good faith and in a commercially reasonable manner. Where the determination produces a net gain to Damisa, Damisa is not required to pay that gain to the Customer save to the extent the law requires.
(c)The Customer must pay the Close-out Amount, together with default interest under clause 13A.8(d), immediately on demand. Damisa may set off and net the Close-out Amount and any other amounts owed under this Agreement in accordance with clause 13A.9, and may deduct the amount from, or convert or liquidate Crypto Assets or Supported Currencies in, the Customer’s Damisa Account to satisfy it.
(d)Any amount not paid when due under this clause 13A bears default interest from the due date until payment in full at a rate equal to the Reserve Bank of Australia Cash Rate Target plus 8% per annum (or, if lower, the maximum rate permitted by law), accruing daily and compounding monthly.
(e)The remedies in this clause 13A are cumulative and in addition to Damisa’s rights under these Terms, including suspension under clause 23, termination under clause 25, and any indemnity given by the Customer under these Terms.
13A.9 Netting and set-off
(a)Where two or more OTC Transactions between the parties are due to settle in the same Settlement Asset on the same Settlement Date, the parties’ delivery obligations in that asset are automatically netted into a single net obligation of the party owing the larger amount (payment netting), unless the Trade Confirmation states gross settlement.
(b)On a Close-out, all obligations under the Failed Trade and any related terminated OTC Transactions are converted into a single net amount in a base currency nominated by Damisa (close-out netting), and only that net amount is payable.
(c)Damisa may set off any amount owed by the Customer under any OTC Transaction or otherwise under this Agreement against any amount owed by Damisa to the Customer, whether or not matured and whether in Supported Currencies or Crypto Assets (valued at prevailing market rates). This clause creates a contractual right of set-off for the purposes of this Agreement.
13A.10 Pricing, fees and taxes
(a)The all-in price of an OTC Transaction is the price agreed at the Trade Time. Pricing depends on the daily market rate and the prevailing liquidity in the relevant corridor at the time of quoting. That price may embed a spread or mark-up over Damisa’s own reference or sourcing price; Damisa deals as principal, may profit from the OTC Transaction, and is not obliged to disclose the components of its price. Any separately agreed OTC margin applies in addition.
(b)Clauses 19 to 21 (fees, GST and tax responsibility) apply to OTC Transactions. The Customer bears all applicable transaction taxes and all network (gas), settlement and third-party charges of settling its leg. Where a new or increased tax, levy or third-party charge applies by law to the settlement of an OTC Transaction, Damisa may pass the amount through to the Customer at cost.
13A.11 Manifest Error
(a)Damisa may, acting in good faith and promptly on becoming aware, void or amend an OTC Transaction affected by a Manifest Error to reflect the terms that would have applied absent the error, and will notify the Customer. Neither party is liable to the other for loss of bargain arising from the correction of a Manifest Error, save for costs directly caused by that party’s own bad faith.
13A.12 Communications, recording and evidence
(a)The Customer acknowledges and consents that Damisa may record and retain telephone calls, chat, messaging and other electronic communications relating to OTC Transactions, and may do so without a warning tone or further notice on each occasion.
(b)Such recordings and electronic records, and Damisa’s trade and system logs, are admissible as conclusive evidence (absent Manifest Error or proven tampering) of the existence and terms of an OTC Transaction and of the Trade Time, and the Customer will not object to their admissibility on the ground that they are electronic or not originals. Damisa retains such records for the period required by the AML/CTF Laws and its internal policies.
13A.13 OTC risk disclosure
In addition to the risks disclosed elsewhere in these Terms, the Customer acknowledges and accepts, in respect of OTC Transactions:
(a) settlement risk — that on a Free Settlement basis it may deliver its leg before receiving the other, and bears the risk of the counterparty failing between the two;
(b) market/replacement risk — that on a Settlement Failure the price of the Settlement Asset may have moved and it may be liable for the resulting Close-out Amount;
(c) irreversibility — that settled legs cannot be reversed, and a failed second leg is remedied through the default regime, not by clawing back the first;
(d) liquidity and disruption risk — that a Market Disruption Event may prevent pricing or settlement, or widen spreads;
(e) no advice — consistent with clause 22, that Damisa acts as arm’s-length principal and gives no investment, tax, legal or suitability advice; and
(f) principal dealing — that Damisa is the Customer’s trading counterparty, not its agent or fiduciary, and their interests may diverge.
13A.14 Liability and indemnity
(a)Clauses 17 (exclusions), 27 (warranties) and 28 (liability) apply to OTC Transactions. For the avoidance of doubt, the Customer’s obligation to pay a Close-out Amount and default interest under clause 13A.8 is a primary payment obligation arising from the Customer’s own default; it is a debt due to Damisa and is not reduced or capped by clause 28(b) (which limits Damisa’s liability to the Customer).
(b)The Customer indemnifies Damisa against all losses, costs and expenses arising from the Customer’s Settlement Failure or breach of this clause 13A, including Close-out costs and the costs of replacement transactions, consistent with the indemnities given by the Customer under these Terms.
13A.15 Governing law and forum
(a)This clause 13A is governed by the laws of New South Wales, Australia, consistent with clause 29 of these Terms. The parties may, by written agreement, refer disputes arising from OTC Transactions to binding arbitration to support cross-border enforceability.
Part C: General
14. Interpretation and definitions
In this Agreement, unless the contrary intention appears:
Account or Damisa Account means an account held by you with us and accessed through our website.
ADI means an Australian authorised deposit-taking institution within the meaning of the Corporations Act.
AFCA means the Australian Financial Complaints Authority.
AML/CTF Laws means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), the Anti-Money Laundering and Counter-Terrorism Financing Rules, and any related legislation, rules, instruments and regulatory requirements administered by AUSTRAC, each as amended or replaced from time to time.
AUSTRAC means the Australian Transaction Reports and Analysis Centre.
Australian Client Money Rules means the client money provisions in Division 2 of Part 7.8 of the Corporations Act and the Corporations Regulations 2001 (Cth), together with ASIC Regulatory Guide 212.
Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).
Claim means any claim, action, proceeding, demand, cost, damage, loss, expense (including reasonable legal costs on a full indemnity basis) or liability incurred or suffered by, or brought or made or recovered against, any person and however arising (whether or not presently ascertained, immediate, future or contingent).
Consequential Loss means any indirect, special, consequential, punitive or exemplary damages, expenses, losses or costs, loss of anticipated or actual revenue or profits, loss of or inability to use equipment, a failure to realise anticipated savings, lost data, down time costs or loss of goodwill.
Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time.
Crypto Assets means types of virtual currency or other crypto-assets that can only be transferred by means of blockchain technology, including but not limited to digital coins, digital tokens and Stablecoins.
Damisa Platform means the application available on the Damisa website https://www.damisa.xyz, which allows Authorised Users to access and manage their Damisa Services.
Exchange Rate means, in relation to a Foreign Exchange, Crypto Exchange or Crypto-Fiat Conversion, the exchange rate quoted to make that transaction.
Exchange Terms means, in relation to a Foreign Exchange, the terms stated in clause 11 of Part B; in relation to a Crypto Exchange, the terms stated in clause 12 of Part B; and in relation to a Crypto-Fiat Conversion, the terms stated in clause 13 of Part B.
External Transfer means a Deposit into, or an Outgoing Transfer (Withdrawal) from, your Damisa Account involving an external bank account or external cryptocurrency wallet, as described in clause 4.
Fees means the fees and charges payable by you to Damisa as specified in your Damisa Order Form and on the Damisa Platform at the time of the transaction.
Fiat means Australian dollars or other sovereign-issued fiat currency that is recognised as legal tender in the country or territory that issued it.
Fiat Currency means any Supported Currency.
Financial Services Guide or FSG means the financial services guide we provide to you in relation to the Services.
GST means any tax imposed on the supply of goods or services which is imposed or assessed under GST Law.
GST Law means A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Insolvent means, for a person, being in liquidation or provisional liquidation or under administration, having a controller (as defined in the Corporations Act) or analogous person appointed to any of its property, or being unable to pay debts as and when they fall due or entering into a compromise or arrangement with its members or creditors or any other analogous event.
Instruction means any information referred to in clause 4 of Part A.
Law means the statutes, regulations and general law of Australia, as varied from time to time.
Loss means any damage, loss, cost, charge, expense or liability however arising (including contractual, tortious, legal, equitable loss or loss pursuant to statute).
Onboarding Form means the online form submitted by you to establish a Damisa Account.
Payment Transaction means a payment you instruct us to make on your behalf to a third-party account held with another institution, or payments we receive either on your request or which are made to your Account by a third party.
Payment Types means any payment method offered by us from time to time to fund your Damisa Account, and includes bank transfers and cryptocurrency transfers.
Product Disclosure Statement or PDS means a product disclosure statement we provide to you in relation to a financial product, where required under the Corporations Act.
Retail Client has the meaning given in the Corporations Act. We treat you as a Retail Client unless we notify you otherwise in writing.
Services means the Foreign Exchange, Crypto Exchange, Crypto-Fiat Conversion and Payment Transaction Types offered by us in accordance with Parts A and B of this Agreement.
Supported Crypto Assets means each cryptocurrency approved by us from time to time that may be used to make a payment from the Damisa Account in a Crypto Exchange, Crypto-Fiat Conversion or Payment Transaction. The Supported Crypto Assets are presented on the Damisa Platform at the time of making a payment.
Supported Currencies means each currency approved by us from time to time that may be used to make a payment from the Damisa Account in a Foreign Exchange, Crypto-Fiat Conversion or Payment Transaction. The Supported Currencies are presented on the Damisa Platform at the time of making a payment.
Target Market Determination or TMD means a target market determination made by us in accordance with the design and distribution obligations in Part 7.8A of the Corporations Act.
Transaction means a Foreign Exchange, Crypto Exchange, Crypto-Fiat Conversion or Payment Transaction, as the context requires.
Virtual Asset Service Provider or VASP means a registered provider of virtual asset services (previously described under the AML/CTF Laws as a digital currency exchange provider).
We, us or our means Damisa Technologies Pty Ltd ACN 682 846 966.
15. Our regulatory status and registrations
a)We hold Australian Financial Services Licence number 700030 and provide the Services as an AFSL holder.
b)We are registered with AUSTRAC under the AML/CTF Laws as an independent remittance dealer (AUSTRAC remittance registration number IND100886994-001) and as a virtual asset service provider, previously described as a digital currency exchange provider (AUSTRAC registration number DCE100886994-001).
c)We are subject to, and comply with, the AML/CTF Laws, including customer due diligence, record-keeping, transaction monitoring, reporting, and transfer-of-value (travel rule) obligations administered by AUSTRAC.
d)Registration with AUSTRAC and the holding of an AFSL do not imply that AUSTRAC, ASIC or any other government agency endorses or guarantees the Services or the performance of any Transaction.
16. Client classification and disclosure documents
a)We treat you as a Retail Client for the purposes of the Corporations Act unless we notify you otherwise in writing. This means you receive the protections available to Retail Clients under the Corporations Act.
b)Before, or at the time, you acquire the relevant Service, we will make available to you a Financial Services Guide (FSG) and, where a Service or product is a financial product that requires it, a Product Disclosure Statement (PDS) and the relevant Target Market Determination (TMD). These documents contain important information about the Services, the fees and risks, and the protections available to you.
c)You should read the FSG, and any PDS and TMD, carefully before acquiring the relevant Service or product. To the extent of any inconsistency between a PDS and these Terms in relation to a financial product, the PDS prevails for that product.
d)You confirm that you have had a reasonable opportunity to read these documents, and to seek independent advice, before entering into this Agreement.
17. Exclusions and limitations
a)You acknowledge and agree that, subject to clause 28(a), we will bear no responsibility:
i.for failing to accept any Transaction or Instruction;
ii.for any Loss you incur from any delay in the transmission or wrongful interception of any Transaction or Instruction through the Account; or
iii.for any Loss you incur as a result of us not receiving any Instruction, whether as a result of any failure or delay of the Account or otherwise.
b)We need not inquire as to the validity of Instructions received from the Account, including whether the person providing Instructions is in fact the person he or she purports to be or whether the person otherwise has authority to provide Instructions in respect of the Account.
18. Transactions
a)We enter into Transactions as principal.
b)You agree that you will enter into Transactions as principal and not as agent on behalf of any other party.
c)Our obligations under this Agreement are solely to you. We do not accept any duties, obligations or responsibility to any other party, regardless of whether we are made aware of such third parties.
d)Our records as to Transactions entered into with you shall be final and conclusive, absent manifest error.
19. Fees
a)You agree to pay us the Fees for our services as specified in your Damisa Order Form or in the amount presented on the Damisa Platform at the time of submitting a transaction request.
b)Fees payable to Damisa include the:
•Annual Damisa Account Fee;
•Damisa Fee for processing transactions;
•Exchange Rate for currency and crypto exchanges and conversions; and
•KYC fees for individuals and businesses.
c)The Annual Damisa Account Fee is the amount on your Damisa Order Form and is payable to Damisa annually and in advance, for providing you access to the Damisa Platform. The first payment is payable when you use the Damisa Platform.
d)The Damisa Fee for processing transactions is charged at the time of the transaction and is included in the transaction quoted amount.
e)The KYC fees for individuals and businesses are invoiced to you monthly, at the end of each month.
f)The Exchange Rate is a percentage of the transaction value and is added to the amount to be transferred.
g)You agree to pay, or reimburse us if we pay on your behalf, any taxes, duties, charges or expenses which are imposed on or otherwise payable in relation to each Transaction.
20. GST
a)Damisa does not charge Goods and Services Tax (GST) on any of our products or services. All prices listed are final and inclusive of any applicable taxes, unless otherwise stated.
b)Please note that you may be responsible for any additional taxes or duties imposed by local authorities in jurisdictions where you conduct business.
21. Tax responsibilities
a)We are not responsible for calculating, withholding, reporting, or paying any taxes that may apply to your use of our services or to transactions involving Crypto Assets or Supported Currencies. You are solely responsible for determining and meeting any tax obligations that may arise, including income tax, capital gains tax, GST, or any other duties or levies imposed by domestic or international authorities.
b)You should seek independent tax, legal, or financial advice to ensure compliance with your tax obligations.
22. Services
a)Services are provided on an execution-only basis. You are responsible for any Instructions you provide to us.
b)Our Services are provided on a general basis and without any recommendation as to whether they are appropriate or suitable to you. You acknowledge and agree that you bear the sole risk and responsibility in relation to any Transactions entered into by you under this Agreement.
23. AML/CTF Laws
a)You acknowledge and agree to provide all reasonable assistance to us in complying with our obligations under the AML/CTF Laws, including by providing us with information or documentation requested in relation to Transactions, External Transfers or other activities undertaken on your Account.
b)The ongoing provision of Services is subject to your compliance with the AML/CTF Laws and with our AML/CTF program.
c)We may be required to collect, verify, retain and report information about you, your Transactions and your counterparties, and to collect and transmit originator and beneficiary information when facilitating transfers of value or virtual assets (the travel rule). You agree to us doing so.
d)We may place a hold on or suspend your Account if:
i.you decline to provide the information and assistance required by clause 23(a) or do not provide it in a timely manner;
ii.you notify us that your Account has been subject to unauthorised access or has otherwise been compromised;
iii.you breach or we reasonably believe you have breached these Terms; or
iv.we consider that your use of the Services may violate any AML/CTF Laws or our obligations to AUSTRAC.
e)The period of any hold or suspension will be determined by us in our absolute discretion.
f)Subject to clause 28(a), we will not be liable for any Loss you incur as a result of any hold or suspension imposed on your Account.
24. Complaints and dispute resolution
a)We are committed to resolving complaints fairly and promptly. If you have a complaint about the Services, you can contact us at hello@damisa.xyz. We will acknowledge your complaint and work with you to resolve it.
b)We handle complaints through our internal dispute resolution process in accordance with ASIC Regulatory Guide 271. We will provide a written response within 30 calendar days of receiving your complaint (or any shorter period required by law), unless a permitted exception applies.
c)If you are not satisfied with our response, or we do not respond within the required time, you may refer your complaint to the Australian Financial Complaints Authority (AFCA), an independent external dispute resolution scheme of which we are a member. AFCA provides a free and independent service to eligible complainants. AFCA's contact details are:
Online: www.afca.org.au
Email: info@afca.org.au
Phone: 1800 931 678 (free call)
Mail: Australian Financial Complaints Authority, GPO Box 3, Melbourne VIC 3001
Our AFCA membership number is 117961
d)Time limits may apply to complaints referred to AFCA. You should contact AFCA or refer to its website for details.
25. Termination
a)Each party may terminate this Agreement upon providing notice to the other party.
b)Termination of this Agreement does not affect any obligations incurred on or prior to the date of termination.
c)Clauses 9, 10, 15, 19, 23, 24, 26, 27 and 28, together with any indemnity you have given under this Agreement (including under clauses 3(e), 4(d), 7(c) and 8(c)), are continuing obligations and survive the termination of this Agreement.
26. Privacy
We will collect, handle and use your personal information in accordance with our Privacy Policy, the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our Privacy Policy is available upon request and contains important information about the purposes for which we collect personal information, the entities to which we may disclose the information we collect (including any overseas disclosures that we may make), how you can access and seek correction of the personal information we hold about you, and how you can make a complaint about our handling of your personal information.
27. Warranties
a)You represent and warrant to us that:
i.you are capable of assessing the merits of, and understand and accept the risks and terms and conditions of, any Transaction;
ii.you will not enter into any Transaction for an unlawful, fraudulent or improper purpose;
iii.you will not use the Services for trading or speculative purposes;
iv.you are not relying on any communication (whether written or oral) made by or on behalf of us as investment advice or as a recommendation to enter into a Transaction;
v.you are not Insolvent;
vi.you have the capacity and authority to enter into and be bound by the terms of this Agreement; and
vii.your entry into or performance of your obligations under this Agreement will not infringe any Laws or agreements to which you are a party.
b)You repeat the warranties in clause 27(a) each day during the period in which you engage us to provide the Services.
c)To the maximum extent permitted by law, we do not give any express warranty in relation to the Services, including that they will be suitable, of merchantable quality or fit for any particular purpose.
d)We do not give any implied warranties in relation to the Services, except for those implied under law which cannot be excluded by contract.
28. Liability
a)Nothing in this Agreement excludes, restricts or modifies:
i.any liability we have for our own fraud or wilful misconduct;
ii.any guarantee, right, condition, warranty or remedy conferred on you by the Australian Consumer Law, the Australian Securities and Investments Commission Act 2001 (Cth), or the Corporations Act, that cannot lawfully be excluded, restricted or modified; or
iii.any other liability that cannot be excluded, restricted or modified under applicable Law.
Where such a guarantee, right, condition or warranty is implied and cannot be excluded but our liability for breach can be limited, our liability is limited, at our option, to supplying the Services again or paying the cost of having them supplied again.
b)Subject to clause 28(a), and to the maximum extent permitted by Law, our aggregate liability to you for any and all Claims arising under or in connection with this Agreement, whether caused by or related to a breach of contract, statute, tort (including negligence) or otherwise, will not exceed an amount equal to:
i.where the Claim is caused by our negligence, $50,000 (AUD); and
ii.otherwise, the Fees paid by you to us in respect of the Services in the preceding 12 month period.
c)For the purposes of clause 28(b), where the Claim arises within 12 months, the Fees paid in the period leading up to the date of the Claim will be adjusted pro-rata to a 12 month period, as applicable.
d)Subject to clause 28(a), in no event will we be liable to you in any circumstance for any Consequential Loss you suffer, or are otherwise entitled to, in relation to any Claim you may have against us under or in connection with this Agreement.
29. Miscellaneous
a)This Agreement is governed by the laws in force in New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction.
b)We may unilaterally vary the terms of this Agreement by providing you with 30 days' notice of the variation. The variation may come into effect after the notice period expires or at a later date specified in the notice. You agree to any variation by continuing to use the Services on or after the date the variation takes effect.
c)If any term in this Agreement is unenforceable, illegal or void, then it is severed from this Agreement and the rest of the Agreement remains in full force.
d)We may provide you with notice in relation to this Agreement electronically, which includes emailing you, publishing a notification on our Damisa Platform or website, or posting a written notice to your registered address. You will be deemed to have received the notice at the same time we post or send the communication. You may provide us with notice in relation to this Agreement by emailing us at hello@damisa.co.
