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 Services 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.

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:

1. Email address

2. Preferred username

3. Full name

4. Residential address

5. Telephone number

6. Password

7. Identity Verification Documents

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 member of the Website ('Member') and agree to be bound by the Terms.

You may not use the Services and may not accept the Terms if:

1. you are not of legal age to form a binding contract with Blacksheep; or

2. 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 Member

As a Member, you agree to comply with the following:

1. you will use the Services only for purposes that are permitted by:

   1. the Terms; and

   2. any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions;

2. you have the sole responsibility for protecting the confidentiality of your password and/or email address. Use of your password by any other person may result in the immediate cancellation of the Services;

3. 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 password or email address or any breach of security of which you have become aware;

4. 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;

5. 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;

6. you will not use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorised framing of or linking to the Website;

7. 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; and

8. you acknowledge and agree that any automated use of the Website or the Services is prohibited.

9. you agree that, where you do not use 2-factor authentication (as supported by the Blacksheep platform through which the Services are provided), you are liable for any losses where a third party unlawfully obtains your password.

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 is not liable and you accept that Blacksheep has no responsibility where you do not use 2-factor authentication and a third party unlawfully obtains your password.

Blacksheep provides the Members a access to exchange services, including peer-to-peer (‘P2P’) and over-the-counter (‘OTC’) that enables the Members to:

1. Swap digital currency they hold on certain exchanges and platforms for fiat, and vice versa;

2. Other crypto exchange services from time-to-time.

By becoming a Member, 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 Member, 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 username of the receiver;

3. Incorrect destination tag;

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.

Blacksheep cannot cancel or reverse any digital currency transactions once they have been broadcasted to the relevant network or centralised exchange.

Blacksheep may charge a network fee at its discretion and this may change from time to time.

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

Where the option is given to you, you may make payment for the Services (the ' Services Fee') by way of:

1. PayID / Osko payment;

2. Payments using a payment processor service; or

3. 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.

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:

1. providing Blacksheep with 14 days' notice of your intention to terminate; and

2. 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:

1. you have breached any provision of the Terms or intend to breach any provision;

2. Blacksheep is required to do so by law;

3. the provision of the Services to you by Blacksheep is, in the opinion of Blacksheep, no longer commercially viable.

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').

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 Member to:

1. use the Website pursuant to the Terms;

2. copy and store the Website and the material contained in the Website in your device's cache memory; and

3. 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:

1. business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright, or

2. a right to use or exploit a business name, trading name, domain name, trade mark or industrial design, or

3. 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.

Privacy

Blacksheep takes your privacy seriously and any information provided through your use of the Website and/or Services are subject to Blacksheep's Privacy Policy, which is available on the Website.

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:

1. all terms, guarantees, warranties, representations or conditions which are not expressly stated in the Terms are excluded; and

2. 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. includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

1. 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;

2. 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);

3. costs incurred as a result of you using the Website, the Services or any of the products of Blacksheep; and

4. the Services or operation in respect to links which are provided for your convenience.

Risk disclosure

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.

You are not obtaining a deposit, cheque or savings account. We are not an authorised deposit taking institution or a bank. You are not covered by any insurance including, without limitation, 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 (including, without limitation, those assets reflected in your online profile). We will use our best endeavours to adopt commercial practices which prevent loss to you. Digital assets reflected in your profile are not legal tender.

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 that 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 the 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 of the possible risks that you may face in engaging with the Services.

Consent to Blacksheep’s use of the digital assets reflected in your profile

You grant us the right to hold the digital assets available in your account in our name or in another name, and to hypothecate, lend, sell, assign, invest, use, pledge, re-pledge commingle or otherwise deal with any amount of such digital assets (including, without limitation, those assets reflected in your online profile), separately or together with other assets with all rights of ownership being vested with us, for any period of time, and without retaining in Blacksheep’s control a like amount of digital assets or any other monies or assets, and to use or invest such digital assets at Blacksheep’s own risk. You acknowledge that with respect to digital assets used by Blacksheep:

1. you may not be able to exercise certain rights of ownership;

2. Blacksheep may receive compensation in connection with dealing with the digital assets in its business to which you have no claim or entitlement;

3. counter-parties may default partially or entirely which can result in partial or total loss of the digital assets reflected in your online profile;

4. 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

5. Blacksheep may lend your coins to exchanges and other counterparties.

 In the event that 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 the 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.

Indemnity

You agree to indemnify Blacksheep, its affiliates, employees, agents, contributors, third party content providers and licensors from and against:

1. all actions, suits, claims, demands, liabilities, costs, expenses, loss and damage (including legal fees on a full indemnity basis) incurred, suffered or arising out of or in connection with your use of the Services;

2. any direct or indirect consequences of you accessing, using or transacting on the Website or attempts to do so; and

3. any breach of the Terms.

   
   

Dispute Resolution

Compulsory: You agree to a compulsory dispute resolution process.

If a dispute arises out of or relates to the Terms, the Member may not 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 

Notice:

The Member 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 months have 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.

Venue and Jurisdiction

The Services offered by Blacksheep is 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.