Mandatory Security Requirements and Account Protection
Digital Currency Services
Payment and Fee Structure
Chargeback Policy and Prohibition
Account Management and Limits
Account Freezing and Suspicious Activity
Anti-Money Laundering and Compliance
Technology and Access Restrictions
Tax Obligations
Data Retention and Privacy
Termination of Contract
Refund Policy
Copyright and Intellectual Property
Risk Disclosure and Warnings
General Disclaimer
Consent to Blacksheep’s use of digital assets
PPSR security interest
Disclaimer of Warranty
Limitation of liability
Indemnity
Dispute Resolution
Service Management and Availability
Regulatory Compliance
Venue and Jurisdiction
Governing Law
Independent Legal Advice
Severance
Entire Agreement
Force Majeure
About the Website
Welcome to www.blacksheep.money, any sub-domains and any associated web-based and mobile applications, including APIs or services supplied via external websites (the ‘Website’). The Website provides digital currency exchange services (the ‘Services’).
The Website is operated by Blacksheep Operations Pty Ltd (ABN 76 621 581 584) (“Blacksheep”). Access to and use of the Website, or any of its associated Products or Services, is provided by Blacksheep. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing and/or reading the Website, this signifies that you have read, understood and agree to be bound by the Terms. If you do not agree with the Terms, you must cease usage of the Website, or any of Services, immediately.
Blacksheep reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Blacksheep updates the Terms, it will use reasonable endeavours to provide you with notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.
The Terms includes:
The Website Terms and Conditions (including chargeback provisions in Section 8)
Privacy Policy
Any other policy or term that Blacksheep lists on the Website from time to time.
Acceptance of the Terms You accept the Terms by remaining on the Website. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Blacksheep in the user interface.
Registration to use the Services In order to access the Services, you must first register for an account through the Website (the ‘Account’).As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself (such as identification or contact details), including: (a) Email address (b) Preferred username (c) Full name (d) Residential address (e) Telephone number (f) Password (g) Identity Verification Documents (h) Biometric data for identity verification (where applicable) (i) Location data for verification (where applicable) (j) Additional verification documents as required by law (k) Setup of mandatory two-factor authentication (2FA) or passkey authentication (l) Source of funds documentation (m) Enhanced due diligence information as required You warrant that any information you give to Blacksheep in the course of completing the registration process will always be accurate, correct and up to date. Once you have completed the registration process, you will be a registered customer of the Website (‘Customer’) and agree to be bound by the Terms.You may not use the Services and may not accept the Terms if:
(a) you are not of legal age to form a binding contract with Blacksheep; or (b) you are a person barred from receiving the Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Services.
Your obligations as a Customer As a Customer, you agree to comply with the following: (a) you will use the Services only for purposes that are permitted by: i. the Terms; and ii. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions; (b) you have the sole responsibility for protecting the confidentiality of your password, Single-Sign On (SSO) method and/or email address. Use of your password or other sign in method by any other person may result in the immediate cancellation of the Services; (c) any use of your registration information by any other person, or third parties, is strictly prohibited. You agree to immediately notify Blacksheep of any unauthorised use of your account or any breach of security of which you have become aware; (d) access and use of the Website is limited, non-transferable and allows for the sole use of the Website by you for the purposes of Blacksheep providing the Services; (e) you will not use the Services or the Website in connection with any commercial endeavours except those that are specifically endorsed or approved by the management of Blacksheep; (f) you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Customers by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website; (g) you agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from the Website without notice and may result in termination of the Services. Appropriate legal action will be taken by Blacksheep for any illegal or unauthorised use of the Website; (h) you acknowledge and agree that any automated use of the Website or the Services (except as permitted by the API) is prohibited; (i) you will verify all transaction details before confirmation and accept full responsibility for any errors in transaction instructions; (j) you will maintain adequate funds for all fees and charges associated with transactions; (k) you will not dispute legitimate charges or attempt chargebacks for authorised transactions; (l) you acknowledge that all transactions are conducted at your own risk and accept that quoted fees may vary at execution; (m) you will comply with all applicable anti-money laundering and counter-terrorism financing laws and regulations; (n) you agree not to initiate chargebacks or recall of funds through any financial institution or payment processor as detailed in Section 8 of these Terms; (o) you will not use VPN services, proxy servers, or other methods to obscure your true location when accessing the Services; (p) you will promptly respond to requests for additional verification or documentation; (q) you acknowledge that transaction limits apply to your account and may be modified at Blacksheep’s discretion.
Mandatory Security Requirements and Account Protection 5.2 Account Security Responsibilities You acknowledge and agree that you are solely responsible for: (a) Sign-in Security: Maintaining the confidentiality and security of all access credentials including SSO and Magic Links; (b) Passkey Security: Safeguarding any passkeys, biometric authentication methods, or hardware security keys associated with your account; (c) Wallet Security: The security and backup of any wallet seed phrases, private keys, recovery phrases, or mnemonic phrases generated or used in connection with the Services; (d) Device Security: Ensuring that devices used to access the Services are secure and free from malware or unauthorised access; (e) Access Monitoring: Regularly monitoring account activity and immediately reporting any suspicious or unauthorised activity; (f) Backup Responsibilities: Securely storing backup codes, recovery phrases, and account recovery information.
5.3 Wallet and Private Key Responsibilities You expressly acknowledge and agree that: (a) Sole Responsibility: You are solely responsible for the security, backup, and recovery of all wallet seed phrases, private keys, recovery phrases, and mnemonic phrases; (b) No Recovery Service: Blacksheep does not store, cannot access, and cannot recover your private keys, seed phrases, or recovery phrases; (c) Loss Consequences: Loss, theft, or compromise of your private keys, seed phrases, or recovery phrases may result in permanent loss of your digital assets and Blacksheep accepts no liability; (d) No Liability: Blacksheep accepts no liability whatsoever for any losses arising from: i. Lost, stolen, or compromised private keys or seed phrases ii. Failure to properly backup wallet information iii. Unauthorised access to your private keys or seed phrases iv. Technical failures affecting wallet access v. User error in managing wallet security vi. Failure to maintain proper 2FA or security protocols on your access credentials (e) Backup Obligation: You must securely backup and store your seed phrases and private keys in multiple secure locations; (f) Confidentiality: You must never share your private keys, seed phrases, or recovery information with any third party, including Blacksheep staff.
5.4 Security Breach Notification You agree to immediately notify Blacksheep if you become aware of: i. Any unauthorised access to your account ii. Compromise of your security credentials or 2FA devices iii. Loss or theft of devices containing access credentials iv. Any suspicious activity related to your account
5.5 Security Liability Limitations Blacksheep is not liable for any losses arising from: i. Failure to maintain mandatory 2FA ii. Failure to properly secure account credentials iii. Sharing of security information with third parties iv. Use of unsecured devices or networks v. Phishing attacks or social engineering vi. Malware or keylogger infections on user devices
Digital Currency Services Blacksheep is a registered digital currency exchange service provider and will provide you digital currency exchange services pursuant to this Terms of Use document.
Blacksheep provides Customers access to exchange services, including: 1) Direct to Wallet/Exchange On/Off Ramp Services: Direct transfer of digital currency to and from external wallets, exchanges, and service providers; 2) Fiat and Digital Currency Deposit Accounts: Holding and managing fiat and digital currency deposits; 3) Over-the-Counter (OTC) Services: Large volume trading and exchange services, by application; 4) Other crypto exchange services from time-to-time as determined by Blacksheep. Important Note: Blacksheep does not provide peer-to-peer (P2P) trading services or facilitate direct customer-to-customer transactions.
By becoming a Customer, you agree that we process digital currency transactions based on instructions provided by you. In the event that there is a misunderstanding of the instructions, we bear no liability to you except in the case where it is prohibited by legislation.
As a Customer, you are responsible for verifying the accuracy of all of your instructions prior to submitting them. You acknowledge that in certain circumstances, such instructions can be given without a second confirmation.
Blacksheep accepts no responsibility for any loss or damages if you provide us with any wrong or false information, including but not limited to: 1) Incorrect digital currency wallet address; 2) Incorrect exchange account details; 3) Incorrect destination tag, memo, or payment ID; 4) Mix-up of the wallet address of one digital currency with another; 5) Incorrect payment details for bank withdrawals; 6) Compromise of your account details on any service; 7) Incorrect memo, tag, or message information; 8) Selection of wrong network or blockchain for transfers; 9) Incorrect service provider or exchange details.
Blacksheep cannot cancel or reverse any digital currency transactions once they have been broadcasted to the relevant network or submitted to external exchanges or service providers.
Blacksheep may charge network fees, transaction fees, and service fees at its discretion and these may change from time to time based on market conditions and operational requirements.
In the circumstance where you have received, acquired, or accumulated any fiat, digital currency assets, or reward points (Assets) due to an error, glitch or loophole, we may take reasonable action, including but not limited to restricting access or deducting the relevant Assets from your account, to recover the Assets from your account, and legal action. We will notify you if such an error has occurred and it is our right to recover the misappropriated Assets.
Blacksheep only supports limited digital currency assets as displayed on its Website from time to time. Blacksheep accepts no liability if you attempt to transfer, store or otherwise facilitate a digital currency that we do not support by using our Website.
Payment and Fee Structure
7.1 Payment Methods Where the option is given to you, you may make payment for the Services (the ‘Services Fee’) by way of: (a) From your balance held by Blacksheep; (b) Bank transfer in a variety of systems including NPP, SWIFT, PayID (as available); (c) Payments using a payment processor service; (d) Digital currency transfers; (e) Currency deposit account transfers; (f) Another payment method that is explicitly permitted by Blacksheep.
You acknowledge and agree that where a request for the payment of the Services Fee is returned or denied, for whatever reason, by your financial institution or is unpaid by you for any other reason, then you are liable for any costs, including banking fees and charges, associated with the Services Fee.
You agree and acknowledge that Blacksheep can vary the Services Fee at any time.
7.2 Fee Quotes and Execution Variations (a) Quote Nature: All fees, rates, spreads, and pricing displayed on the Website are quoted estimates only and may vary at the time of transaction execution due to: i. Market volatility and price movements ii. Network congestion and associated gas fees iii. Exchange rate fluctuations between quote and execution iv. Liquidity provider pricing changes v. Network or technical delays vi. Order book depth and market liquidity vii. Third-party exchange or service provider fee changes (b) Execution Pricing: The final fees charged will be determined at the time of transaction execution and may differ from the initial quote by up to 5% or such other amount as may be reasonable given market conditions. (c) User Authorisation: By proceeding with any transaction, you acknowledge and accept that: i. Quoted fees are estimates only and not guaranteed ii. Final execution prices may vary from quotes iii. You authorise Blacksheep to proceed with transactions at the execution price iv. No compensation will be provided for fee variations within reasonable market parameters v. You authorise Blacksheep to charge actual fees at execution
7.3 Non-Refundable Transaction Fees (a) Finality of Fees: All transaction fees, network fees, gas fees, spread costs, service charges, OTC fees, and processing fees are final and non-refundable under any circumstances, including but not limited to: i. Change of mind or buyer’s remorse ii. Market price movements after execution iii. Technical delays or network congestion iv. User error in transaction details v. Cancelled or failed transactions due to user actions vi. Regulatory changes affecting transaction completion vii. Force majeure events viii. Third-party exchange or service provider failures (b) Processing Fees: Processing fees are charged regardless of transaction completion and remain payable even if: i. The transaction is cancelled by the user ii. Insufficient funds are available iii. Incorrect details are provided by the user iv. The user fails to complete required verification steps v. External wallet, exchange, or service provider issues prevent completion
Blacksheep in its sole discretion may choose to waive Processing Fees.
7.4 Settlement Finality (a) All transactions are final and irreversible once executed on the relevant blockchain, submitted to external exchanges, or processed through service providers. (b) Blacksheep cannot and will not attempt to reverse, cancel, or recall any completed transactions. (c) Users acknowledge that digital currency transactions are irreversible by nature and accept full responsibility for transaction accuracy.
Chargeback Prohibition and Consequences
8.1 Chargeback Prohibition These provisions govern Customer behaviour regarding chargebacks or any other recall of funds from a financial institution, whether that financial institution acts on instructions from the Customer or not. The activities that Blacksheep undertakes carry a risk of chargebacks where customers have been known to defraud digital currency service providers, and these provisions provide Blacksheep with necessary commercial protections.
8.2 Consequences of Chargeback Initiation If a Customer or their agent, associate, employee, relative, or any other party acting on their behalf (including a bank or financial institution acting without customer authority) instructs an entity to request a chargeback or recall of funds from Blacksheep, the Customer breaches the Dispute Resolution procedures in Section 25 of these Terms. Any chargeback against Blacksheep will be declined and these Terms will be cited as evidence of the agreement between the parties.
Consequences include: (a) Immediate Repayment: The Customer must return the funds to Blacksheep within 5 business days. Failure to repay within this timeframe may result in Blacksheep commencing legal proceedings in Australia. (b) Legal Costs: The Customer must pay the lower of $5,000 AUD or actual legal costs incurred by Blacksheep in enforcement proceedings. This amount represents Blacksheep’s actual costs and is payable regardless of the outcome in any court or tribunal, subject to Blacksheep’s sole discretion. (c) Full Indemnification: The Customer must indemnify Blacksheep for all costs, penalties, and losses arising from the chargeback including legal costs in excess of $5,000 AUD.
8.3 Financial Institution Processing If a financial institution processes a chargeback or recall of funds from Blacksheep regardless of these Terms, the Customer remains in breach of the Dispute Resolution procedures. The same consequences outlined in Section 8.2 apply.
8.4 Legal Costs as Actual Damages The Customer acknowledges that $5,000 AUD represents a fair and reasonable estimate of Blacksheep’s actual costs for enforcing its legal rights and recovering owed funds. This amount represents legitimate pre-estimated damages arising from breach of dispute resolution procedures and is not a penalty.
8.5 Account Suspension and Public Disclosure Account Actions: Any Customer who initiates a chargeback will have their account immediately suspended until the matter is resolved. Blacksheep may use any assets held on the platform to offset claims arising under these provisions.
Public Disclosure: The Customer consents to their full name and photograph being shared publicly on Blacksheep’s websites, social media channels, or other mediums to indicate that they have initiated a chargeback. This consent is given voluntarily as a consequence of breaching the dispute resolution procedures.
8.6 Third-Party Fraud Limitations Blacksheep is not liable for fraudulent transactions involving unauthorised access to Customer bank accounts or cryptocurrency accounts, including exchange accounts and non-custodial wallets. If Customers are defrauded by third parties, those funds are not recoverable from Blacksheep. Any chargeback request or legal proceedings brought in such circumstances will be considered a breach of these Terms and the dispute resolution procedures in Section 25.
8.7 Law Enforcement Cooperation Blacksheep may cooperate with Customers to recover funds from third parties at its sole discretion. Blacksheep will comply with law enforcement requirements as mandated by law.
Account Management and Limits
9.1 Account Verification Tiers Blacksheep operates a tiered verification system with different access levels and transaction limits. Verification tiers and their associated limits may be modified from time to time at Blacksheep’s sole discretion. Higher verification tiers may require additional documentation and enhanced due diligence procedures.
9.2 Transaction Limits (a) Default Limits: All accounts are subject to maximum daily, weekly, and monthly transaction limits as displayed in your account dashboard. These limits apply by default and are determined by your verification tier. (b) Limit Increases: Transaction limits may be increased upon request and subject to: i. Enhanced verification procedures ii. Additional documentation requirements iii. Risk assessment by Blacksheep iv. Compliance with regulatory requirements v. Blacksheep’s sole discretion (c) Limit Modifications: Blacksheep reserves the right to modify, reduce, or increase transaction limits at any time based on: i. Risk assessment ii. Regulatory requirements iii. Account activity patterns iv. Compliance considerations v. Operational requirements
9.3 Account Dormancy Accounts that remain inactive for extended periods may be subject to dormancy fees or closure procedures as determined by Blacksheep and communicated to Customers with reasonable notice.
Account Freezing and Suspicious Activity
10.1 Account Freezing Rights Blacksheep reserves the right to immediately freeze, suspend, or restrict access to any Customer account without prior notice if: (a) Suspicious or fraudulent activity is detected; (b) The account shows patterns consistent with money laundering or terrorist financing; (c) Transactions violate applicable laws or regulations; (d) The Customer breaches any provision of these Terms; (e) Required verification documentation is not provided; (f) A chargeback or fund recall is initiated; (g) Law enforcement requests account restrictions; (h) Risk management procedures indicate potential threats; (i) The account is accessed from prohibited jurisdictions or using prohibited methods. (j) Transactions/activity is outside Blacksheep’s acceptable risk tolerance or appetite.
10.2 Suspicious Activity Monitoring (a) Continuous Monitoring: Blacksheep employs automated and manual monitoring systems to detect suspicious activity. (b) Investigation Rights: Blacksheep may investigate any transaction or account activity that appears suspicious and may request additional documentation or information. (c) Reporting Obligations: Blacksheep may report suspicious activities to relevant authorities as required by law without notification to the Customer. (d) Asset Forfeiture: In cases of confirmed fraudulent activity, Blacksheep may cooperate with law enforcement in asset forfeiture procedures.
10.3 Emergency Procedures In emergency situations involving suspected fraud, security breaches, or legal violations, Blacksheep may take immediate action including but not limited to: i. Immediate account suspension ii. Transaction blocking iii. Asset freezing iv. Law enforcement notification v. Emergency contact procedures
Anti-Money Laundering and Compliance
11.1 AML Obligations Customers acknowledge and agree to comply with all applicable anti-money laundering (AML) and counter-terrorism financing (CTF) requirements, including: (a) Providing accurate source of funds documentation; (b) Responding promptly to requests for additional information; (c) Not using the Services for any illegal purposes; (d) Reporting suspicious activities as required by law; (e) Complying with sanctions and prohibited person lists.
11.2 Enhanced Due Diligence Blacksheep may require enhanced due diligence procedures for certain Customers, including: i. Additional verification documents ii. Source of wealth verification iii. Enhanced monitoring procedures iv. Periodic review requirements v. Additional compliance checks
11.3 Sanctions Compliance Customers warrant that they are not subject to any sanctions and will not use the Services to transact with any sanctioned individuals, entities, or jurisdictions.
Technology and Access Restrictions
12.1 Prohibited Technology Use Customers are strictly prohibited from using: (a) VPN Services: Virtual Private Networks, proxy servers, or any technology designed to obscure true geographic location; (b) Automated Systems: Bots, scripts, or automated trading systems without express written permission; (c) Malicious Software: Any software designed to interfere with or damage the Services; (d) Unauthorized Access Tools: Any tools designed to gain unauthorized access to systems or data.
12.2 Geographic Restrictions (a) Access Restrictions: Blacksheep may restrict access to the Services from certain geographic locations based on regulatory requirements or risk assessments. (b) Location Verification: Blacksheep employs various methods to verify Customer location and may restrict Services if location cannot be verified. (c) Jurisdiction Changes: If a Customer’s jurisdiction changes, they must notify Blacksheep immediately as this may affect Service availability.
12.3 Technology Disclaimers (a) System Availability: Blacksheep does not guarantee continuous availability of the Website or Services; (b) API Limitations: API access may be limited or unavailable during maintenance periods; (c) Third-Party Integration: Blacksheep is not responsible for failures of third-party integrations or services; (d) Technology Upgrades: Blacksheep may upgrade or modify technology systems with or without notice.
Tax Obligations
13.1 Customer Tax Responsibilities Customers acknowledge and agree that: (a) Tax Compliance: You are solely responsible for determining and complying with all tax obligations in your jurisdiction; (b) No Tax Advice: Blacksheep does not provide tax advice and you should consult with qualified tax professionals; (c) Record Keeping: You are responsible for maintaining adequate records for tax purposes; (d) Reporting Obligations: You are responsible for reporting cryptocurrency transactions as required by applicable tax laws.
13.2 Tax Information Reporting Blacksheep may report transaction information to tax authorities as required by applicable laws and regulations.
Data Retention and Privacy
14.1 Data Retention Policies (a) Retention Periods: Blacksheep retains Customer data for periods required by applicable laws and regulations; (b) Data Security: All retained data is protected using industry-standard security measures; (c) Data Access: Customers may request access to their personal data subject to applicable privacy laws.
14.2 Data Destruction Upon account closure and expiry of required retention periods, Blacksheep will securely destroy Customer data in accordance with applicable privacy laws and regulations.
14.3 Privacy Compliance Blacksheep’s collection, use, and disclosure of personal information is governed by our Privacy Policy and applicable privacy laws.
Termination of Contract
The Terms will continue to apply until terminated by either you or by Blacksheep as set out below.
If you want to terminate the Terms, you may do so by: (a) providing Blacksheep with 14 days’ notice of your intention to terminate; and (b) closing your accounts for all of the Services which you use, where Blacksheep has made this option available to you.
Your notice should be sent, in writing, to Blacksheep via the ‘Contact Us’ link on our homepage.
Blacksheep may at any time, terminate the Terms with you if: (a) you have breached any provision of the Terms or intend to breach any provision; (b) Blacksheep is required to do so by law; (c) the provision of the Services to you by Blacksheep is, in the opinion of Blacksheep, no longer commercially viable; (d) you fail to complete required verification procedures; (e) your account shows suspicious or fraudulent activity; (f) you violate any applicable anti-money laundering regulations; (g) you initiate a chargeback or attempt to recall funds; (h) you fail to maintain mandatory two-factor authentication; (i) you use prohibited technology or access methods; (j) you provide false or misleading information.
Subject to local applicable laws, Blacksheep reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Blacksheep’s name or reputation or violates the rights of those of another party.
Refund Policy Blacksheep will only provide you with a refund of the Services Fee in the event they are unable to continue to provide the Services or if the manager of Blacksheep makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances (the ‘Refund’).
Refunds will NOT be provided for: i. Transaction fees, network charges, gas fees, or OTC fees ii. Price differences between quote and execution iii. Change of mind regarding completed transactions iv. User error in transaction details or wallet addresses v. Market volatility impacts or unfavorable price movements vi. Technical delays beyond Blacksheep’s control vii. Regulatory changes affecting transaction completion viii. Failed transactions due to user-provided incorrect information iX. Third-party exchange or service provider failures X. Chargebacks or attempted fund recalls Xi. Account suspension or termination due to Terms violations
Copyright and Intellectual Property
The Website, the Services and all of the related products of Blacksheep are subject to copyright. The material on the Website is protected by copyright under the laws of Australia and through international treaties. Unless otherwise indicated, all rights (including copyright) in the Services and compilation of the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, Website, code, scripts, design elements and interactive features) or the Services are owned or controlled for these purposes, and are reserved by Blacksheep or its contributors.
All trademarks, service marks and trade names are owned, registered and/or licensed by Blacksheep, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a Customer to: (a) use the Website pursuant to the Terms; (b) copy and store the Website and the material contained in the Website in your device’s cache memory; and (c) print pages from the Website for your own personal and non-commercial use.
Blacksheep does not grant you any other rights whatsoever in relation to the Website or the Services. All other rights are expressly reserved by Blacksheep.
Blacksheep retains all rights, title and interest in and to the Website and all related Services. Nothing you do on or in relation to the Website will transfer any: (a) business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or (b) a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or (c) a thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.
You may not, without the prior written permission of Blacksheep and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or play in public, adapt or change in any way the Services or third party Services for any purpose, unless otherwise provided by these Terms. This prohibition does not extend to materials on the Website, which are freely available for re-use or are in the public domain.
17.1 Trading Algorithms and Data Protection All trading algorithms, pricing data, market analysis, and proprietary systems used by Blacksheep are confidential and proprietary. Customers are prohibited from attempting to reverse engineer, copy, or replicate any proprietary systems or data.
Risk Disclosure and Warnings 18.1 Relationship Nature You agree that our relationship is not one of trust and confidence sufficient to establish a fiduciary relationship. Our relationship is contractual. Nothing in these Terms or in any other way that the parties conduct themselves gives rise to any trust.
18.2 Service Nature You are not obtaining a traditional deposit, cheque, or savings account. We are not an authorised deposit-taking institution or bank. You are not covered by government deposit insurance against losses suffered before, during, or after our relationship.
We may hypothecate, lend, sell, assign, invest, use, pledge, re-pledge, commingle, or otherwise deal with any digital assets reflected in your online profile. We will use our best endeavours to adopt commercial practices that prevent loss to you. Digital assets reflected in your profile are not legal tender.
18.3 Risk Factors You acknowledge and accept the following risks: (a) Price Volatility: Digital currency values can fluctuate rapidly and significantly, and Blacksheep provides no guarantee regarding future values or price stability; (b) Execution Risk: Market orders may execute at prices different from displayed quotes due to market volatility and timing delays; (c) Technical Risk: Network congestion, system maintenance, or technical issues may cause delays or prevent transaction completion; (d) Regulatory Risk: Changes in laws or regulations may affect the availability or legality of digital currency services; (e) Liquidity Risk: Some digital assets may have limited liquidity, affecting your ability to execute transactions; (f) Counterparty Risk: Third-party exchanges, wallets, or service providers may fail or become unavailable; (g) Security Risk: Digital assets may be lost due to security breaches, technical failures, or user error; (h) Network Risk: Blockchain networks may experience congestion, delays, or failures affecting transaction processing; (i) Third-Party Risk: External exchanges and service providers may impose their own restrictions, fees, or requirements; (j) Compliance Risk: Regulatory changes may affect your ability to access or use the Services.
18.4 Additional Disclosures Changes to Australian legislation and state-based, local, and international regulatory action may adversely affect the digital assets reflected in your profile. Transactions involving digital assets (including where there is fraud) are generally irreversible. Losses you suffer from fraudulent or accidental transactions may not be recoverable.
The main ledger maintained by Blacksheep may not be sufficient to cover all losses incurred by you. If losses exceed the funds on the main ledger, you may not obtain the value of the digital assets reflected in your profile.
You should carefully consider your financial situation and whether the risks disclosed are suitable for you. This is not an exhaustive summary of all possible risks you may face when engaging with the Services.
General Disclaimer Nothing in the Terms limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.
Subject to this clause, and to the extent permitted by law: (a) all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and (b) Blacksheep will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill arising out of or in connection with the Services or these Terms (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.
Use of the Website and the Services is at your own risk. Everything on the Website and the Services is provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors and licensors of Blacksheep make any express or implied representation or warranty about the Services or any products or Services (including the products or Services of Blacksheep) referred to on the Website. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following: (a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records; (b) the accuracy, suitability or currency of any information on the Website, the Services, or any of its Services related products (including third party material and advertisements on the Website); (c) costs incurred as a result of you using the Website, the Services or any of the products of Blacksheep; and (d) the Services or operation in respect to links which are provided for your convenience.
Consent to Blacksheep’s use of digital assets
You grant us the right to hold digital assets available in your account in our name or another name. We may hypothecate, lend, sell, assign, invest, use, pledge, re-pledge, commingle, or otherwise deal with any amount of such digital assets, separately or together with other assets. All rights of ownership vest with us for any period of time, without retaining a like amount of digital assets or other monies or assets in Blacksheep’s control. We may use or invest such digital assets at our own risk.
You acknowledge that with respect to digital assets used by Blacksheep: (a) you may not be able to exercise certain rights of ownership; (b) Blacksheep may receive compensation in connection with dealing with the digital assets in its business to which you have no claim or entitlement; (c) counter-parties may default partially or entirely which can result in partial or total loss of the digital assets reflected in your online profile; (d) Blacksheep may use digital assets reflected in your profile as collateral to borrow other digital or fiat assets in different jurisdictions around the world; and (c) Blacksheep may lend your assets to exchanges and other counterparties. If such activities result in losses, Blacksheep will use reasonable endeavours to make good such losses from the same digital asset on its main ledger. If losses exceed the amount of that same digital asset in the main ledger, you may not recover losses.
PPSR security interest You agree that no security interest or other dealing on the Personal Property Security Register arises under the Terms or otherwise in our relationship with you. You agree not to, on your own behalf or on behalf of any other person, agree to register, consent to registration or register any type of security interest or other dealing on the PPSR. Further, where a security interest or other dealing is registered, you irrevocably consent to Blacksheep’s discharge of such security interest or other dealing.
Disclaimer of Warranty To the extent permitted by law, the Services are provided without any warranty under these Terms. You agree that all express or implied conditions, representations, and warranties including, without limitation, any implied warranties or conditions of merchantability, fitness for a particular purpose, satisfactory quality, or arising from a course of dealing, usage, or trade practice, or warranty of non-infringement are disclaimed.
Limitation of liability Blacksheep’s total liability arising out of or in connection with the Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the resupply of the Services to you.
You expressly understand and agree that Blacksheep, its affiliates, employees, agents, contributors and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
In addition to existing liability limitations, Blacksheep shall not be liable for: (a) Any losses arising from price movements between quote and execution; (b) Opportunity costs or missed investment opportunities; (c) Losses due to network delays or congestion; (d) Any consequential losses arising from service interruptions; (e) Losses due to user error or misunderstanding of services; (f) Any losses arising from third-party exchange, wallet, or service provider failures; (g) Losses from compromised security credentials or private keys; (h) Losses from failure to maintain mandatory 2FA or security features; (i) Losses arising from chargeback disputes or related legal proceedings connected to breach of dispute resolution procedures; (j) Reputational damage from public disclosure of chargeback activities arising from breach of dispute resolution procedures; (k) Losses from account freezing or suspension due to suspicious activity; (l) Losses from compliance with legal or regulatory requirements.
Indemnity You agree to indemnify Blacksheep, its affiliates, employees, agents, contributors, third party content providers and licensors from and against all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) arising from: (a) your use of the Services; (b) any direct or indirect consequences of accessing, using, or transacting on the Website; (c) any breach of these Terms; (d) your failure to secure account credentials, private keys, or seed phrases; (e) any unauthorized use of your account or security credentials; (f) any violation of applicable laws or regulations by you; (g) chargeback disputes, recall of funds, or related legal proceedings arising from breach of dispute resolution procedures; (h) claims arising from public disclosure of chargeback activities resulting from breach of dispute resolution procedures; (i) losses arising from use of prohibited technology or access methods; (j) any non-compliance with AML, CTF, or sanctions requirements.
Dispute Resolution
25.1 Compulsory Process Compulsory: You agree to a compulsory dispute resolution process. This requirement explicitly applies to chargebacks or any other attempted recalling of funds by a financial institution, initiated by you or by the financial institution itself without instructions. Breach of these dispute resolution procedures may result in liability for costs, asset seizure, and public disclosure as detailed in Section 8.
If a dispute arises out of or relates to the Terms, the Customer may not seek recovery of funds via chargeback or recall or commence any Tribunal or Court proceedings in relation to the dispute, unless the following process has been complied with (except where urgent interlocutory relief is sought). For the avoidance of doubt, Blacksheep may commence Tribunal or Court proceedings in relation to a dispute.
25.2 Pre-Dispute Requirements Before raising any dispute, you must: (a) Review all transaction records and confirmations provided; (b) Verify that any claimed error is not due to user misunderstanding or error; (c) Allow 48 hours for technical issues to resolve automatically; (d) Contact customer support through official channels only; (e) Allow reasonable time for customer support to investigate and respond; (f) Ensure all security requirements (including 2FA) are properly maintained; (g) Provide all requested documentation to support your claim.
25.3 Limitation on Dispute Types You acknowledge that the following are NOT grounds for disputes: (a) Price movements after transaction execution; (b) Fee variations within quoted parameters; (c) Network delays or congestion; (d) Change of mind regarding completed transactions; (e) Misunderstanding of service terms or functionality; (f) Market volatility or unfavorable price movements; (g) User error in providing transaction details; (h) Third-party exchange or service provider failures; (i) Losses due to inadequate security measures; (j) Account restrictions due to compliance requirements; (k) Transaction limits or verification requirements.
25.4 Notice and Resolution Process Notice: The Customer claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.
Resolution: On receipt of that notice (‘Notice’), the parties to the Terms (‘Parties’) must:
- Within 14 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Australian Mediation Association or his or her nominee;
The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation;
The mediation will be held in Brisbane, Australia.
Confidential: All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.
Termination of Mediation: If 1 month has elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.
Service Management and Availability 26.1 Service Availability (a) Blacksheep reserves the right to suspend or limit services during periods of high volatility, technical maintenance, or regulatory uncertainty; (b) Services may be unavailable or limited for users in certain jurisdictions without notice; (c) Blacksheep may impose transaction limits or restrictions at its sole discretion; (d) Scheduled maintenance will be communicated where reasonably possible; (e) Emergency maintenance may occur without prior notice; (f) Third-party exchange and service provider maintenance may affect service availability.
26.2 Geographic Restrictions Services may not be available in all jurisdictions. Customers are responsible for determining whether the Services are available in their jurisdiction and comply with local laws.
26.3 Service Level Expectations While Blacksheep strives to maintain high service availability, no guarantee is provided regarding uptime, response times, or continuous service availability.
Regulatory Compliance (a) Customers are responsible for compliance with all applicable laws in their jurisdiction including but not limited to tax obligations, anti-money laundering requirements, and sanctions compliance; (b) Blacksheep may require additional verification or documentation to comply with regulatory requirements; (c) Services may be modified or suspended to ensure regulatory compliance; (d) Customers acknowledge that regulatory changes may affect service availability or functionality; (e) Blacksheep reserves the right to report transactions or user information to regulatory authorities as required by law.
Venue and Jurisdiction The Services offered by Blacksheep are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Website, you agree that the exclusive venue for resolving any dispute shall be in the courts of Queensland, Australia.
Governing Law The Terms are governed by the laws of Queensland, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating to the Terms and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of Queensland, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. The Terms shall be binding to the benefit of the parties hereto and their successors and assigns.
Independent Legal Advice Both parties confirm and declare that the provisions of the Terms are fair and reasonable and both parties having taken the opportunity to obtain independent legal advice and declare the Terms are not against public policy on the grounds of inequality or bargaining power or general grounds of restraint of trade.
Severance If any part of these Terms is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the Terms shall remain in force.
Entire Agreement These Terms constitute the entire agreement between the parties and supersede all prior agreements, understandings, and negotiations, whether written or oral, relating to the subject matter hereof.
Force Majeure Blacksheep shall not be liable for any failure or delay in performance under these Terms which is due to fire, flood, earthquake, elements of nature or acts of God, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of Blacksheep.
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