Terms of Use – Wallet User
The Qoin website (the “Site”) the Qoin Wallet (“Q Wallet”) or any other applications or software (the “Qoin Wallet App”) offered by BPS Financial Pty Ltd ABN 99 604 899 381 (“BPS”) is designed for use on iOS and Android devices and allows You to:
- pay for goods or services from Qoin Merchants using Qoin;
- track your Qoin balances;
- purchase goods and services directly from Qoin Merchants and in doing so agree to accept the value of Qoin as determined by the Algorithm at the time of processing as displayed in the Q Wallet;
- send and receive payments in Qoin between Qoin Merchants and consumers;
- access a transaction list of your previous transactions; and
- locate Qoin Merchants registered in the Directory and accepting Qoin Transactions.
These Terms of Use govern your use of the Site, the Q Wallet, the Qoin Wallet App, sites located on the Q Wallet browser and web sites provided by BPS including the Transaction Services and any other Services BPS provides. These Terms of Use may include any applicable legislation that cannot be excluded at law.
By downloading, accessing or using the Site, the Q Wallet, the Qoin Wallet App, You agree to be bound by these Terms of Use, the Privacy Policy (“Privacy Policy”), the Product Disclosure Statement (“PDS”) and the Financial Services Guide (“FSG”) and any other terms incorporated by reference which all form an agreement between You and BPS (“Agreement”). If You do not agree to the terms of the Agreement, You must not access or use the Site, the Q Wallet or the Qoin Wallet App. BPS reserves the right to amend the Agreement in relation to these Services.
- Definition
1.1 In this Agreement:
Algorithm means a process or set of rules to be followed for calculations of the Qoin value. Calculations are based on the average spare capacity of validated merchants to redeem Qoin for goods and services. The spare capacity of a Qoin Merchant is initially calculated as an average business turnover of $US500,000 per annum, multiplied by a spare capacity factor of 25%.
Blockchain is the means by which transactions that have been undertaken by You using the Q Wallet are recorded. When a block is added to the chain, it cannot be changed without affecting all blocks that came after it, this creates an immutable data file that no single entity controls.
BPS, ‘we’ or ‘us’ means BPS Financial Pty Ltd ABN 99 604 899 381.
Blocks means a Qoin allocation sold to an individual consumer.
Cryptocurrency means a digital currency in which cryptography encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds.
Directory means a service available on the Qoin Wallet App and Site that contains the names and such other information concerning participating Qoin Merchants that BPS from time to time determines.
Intellectual Property Rights means all industrial and intellectual property rights, both in Australia and throughout the world, and includes any copyright, moral right, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of such rights.
Mnemonic Seed Phrase means a secret group of 12 immutable words used to backup and access the Q Wallet.
Packs means a package sold to Merchants which contain a Qoin allocation.
Passcode means a set of numbers used to access the Q Wallet.
Password means a string of characters used to identify You and allows You access to the Qoin Wallet App, the Site and the Q Wallet.
Private Key means a long sequence of numbers and letters which is used to generate a public key and allows You to sign transactions which are verified by other participants on the Q Chain against the public key. The public key is your address which is visible on the Q chain.
Q Chain means the Qoin Blockchain.
Qoin means the notional digital cryptocurrency on the Q Chain.
Qoin Block Explorer means a service available on the Site that allows You to search your Q Wallet address, select a token, then view and download transactions of the selected token from the blockchain that the selected token is stored on. Qoin Block Explorer is accessed by You selecting Qoin Block Explorer from the Login menu on the Site and entering your Qoin username and Password.
Qoin Merchant means a business which:
- is a user of the Qoin Wallet App and the Q Wallet; and
- has entered into agreements with BPS, pursuant to which they agree to supply goods or services to other users (including to each other) in exchange for Qoin, through the Q Wallet.
Qoin Transactions means transactions between You and a Qoin Merchant.
Qoin Wallet or Q Wallet means:
- a cryptocurrency wallet developed by BPS that connects to the Q Chain;
- a feature of the Qoin Wallet App;
- allows You to make transactions in Qoin’s ecosystem in Qoin and/or other permitted tokens;
- the means by which You can send and receive Qoin and/or other permitted tokens.
Qoin Wallet App means the software program, or application, which may be downloaded to your mobile phone or mobile device, to be used by You, subject to the Terms of Use.
Services means any services, including via the Qoin Wallet App, the Q Wallet, any sites located on the Q Wallet browser and web sites provided by BPS that are provided to You.
Transaction Services means services provided by BPS (through the Qoin Wallet App) to facilitate Qoin Transactions between You and a Qoin Merchant.
You means the wallet user utilises either or both of the Qoin Wallet App and the Site and agrees to the Agreement.
- Warranties
2.1 By downloading, accessing, or using the Site and the Qoin Wallet App, You represent and warrant that:
- You are at least 18 years of age and have the legal authority to accept this Agreement and that such acceptance will be binding on You;
- all the information You have provided to us is true and correct in all respects; and
- You will update us by email immediately that any information You have provided ceases to be true and correct.
- Intellectual Property
3.1 BPS represents and warrants that it is the absolute legal and beneficial owner of, or licensee to, all right, title and interest in the Site and the Qoin Wallet App including, but not limited to, all Intellectual Property Rights in the Site and the Qoin Wallet App.
3.2 By accepting these Terms of Use, You expressly acknowledge and agree that all right, title and interest in the Site and the Qoin Wallet App remains the property of BPS and unless expressly provided, nothing in these Terms of Use grant You any Intellectual Property Rights in the Site or the Qoin Wallet App.
3.3 Notwithstanding the above, BPS grants You a revocable, non-exclusive, non-transferable, worldwide, royalty-free licence, during the term of this Agreement, to use the Site and the Qoin Wallet App and the Services in accordance with and subject to the restrictions imposed by these Terms of Use.
3.4 This license grant includes the Site, the Qoin Wallet App and all updates, upgrades, new versions and replacement applications.
3.5 We do not own, control nor have any responsibility or liability for any third-party software application You elect to use with our Site and the Qoin Wallet App and/or in connection with our Services.
- Availability of our Services
4.1 We may release products, services, functionalities or features that we are still testing and evaluating. We will label such services as “beta”, “preview”, “early access” or “trial” or any words or phrases with similar meanings. You understand that these services may not be as reliable as other products or services we offer.
4.2 We try our best to ensure that our Site and Qoin Wallet App is always available, but we do not guarantee that the operation of or access to the Site or Qoin Wallet App will be uninterrupted or continuous. Our Site or Qoin Wallet App may be interrupted for maintenance, repairs, upgrades and network or equipment failures.
4.3 We do not guarantee that our Site or Qoin Wallet App will be free from bugs or viruses.
- Accuracy of Information Provided by You
5.1 You represent and warrant that any information You provide BPS is accurate and complete. You accept and acknowledge that BPS is not responsible for any errors or omissions that You make in connection with any transaction initiated via your Q Wallet.
- Tax
6.1 It is your responsibility to determine what, if any, taxes apply to the transactions that You have submitted transaction details for, and it is your responsibility to report and remit the correct tax to the appropriate tax authority. You agree that BPS is not responsible for determining whether taxes apply to your Qoin Transactions or for collecting reporting, withholding, or remitting any taxes arising from any transactions.
- Privacy
7.1 Protecting the privacy of your personal information is very important to BPS. Carefully review our Privacy Policy at https://qoin.world for important details about the information we collect, use and share as well as about your rights. The Privacy Policy is incorporated in and subject to these Terms of Use.
7.2 You may contact our Privacy Officer in relation to your personal information (or to opt out of marketing) by:
| Email: | [email protected] |
| Phone: | 1300 228 274 |
| Mail: | Privacy Officer BPS Financial Pty Ltd Level 4, 130 Bundall Road Bundall, Queensland, 4217 |
- Liability and Indemnity
8.1 By accepting these Terms of Use, You acknowledge and agree that as permitted by applicable law, in no event shall BPS, its subsidiaries or affiliates, or any of their respective employees, officers, directors or agents be liable for any direct or indirect lost profits or lost business damages, indirect, incidental, special, consequential, or punitive damages arising out of, or related to any of the following:
- your use of the Site and Qoin Wallet App, the content, including, but not limited to personal information contained on the Site or in the Qoin Wallet App or submitted by You to BPS;
- the inability to use the Site or the Qoin Wallet App;
- any action or inaction of a Qoin Merchant;
- any action or inaction by You;
- modification or removal of content or offers from the Site or the Qoin Wallet App by BPS or any Qoin Merchant;
- any product or service obtained directly from a Qoin Merchant;
- the Terms of Use;
- any improper use of the information You provided to the Site or the Qoin Wallet App, including, but not limited to personal information.
8.2 The above paragraph shall not limit any warranty that is offered directly from a Qoin Merchant to You.
8.3 To extent permitted by law, You agree to indemnify, defend, and hold harmless BPS, its officers, employees, agents, subcontractors, licensors and suppliers, from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including legal fees), resulting from your use of the Site and the Qoin Wallet App or your breach of any provisions of these Terms of Use.
8.4 BPS will not be held liable for any loss or damage arising from your failure to maintain the confidentiality of your Private Key, Passcode, Mnemonic Seed Phrase and Password.
- Complaints and Disputes
9.1 We will handle all complaints according to our internal dispute resolution procedure. Details of these procedures are available on request.
9.2 BPS is not a party to and is not responsible for disputes between You and a Qoin Merchant except where such dispute involves a failure by BPS to perform an obligation under these Terms of Use, in which case BPS will assist with the resolution of the dispute having reasonable regard to BPS’s involvement.
9.3 If You have a complaint, you may access our customer service department by:
| Phone: | 1300 228 274 |
| Mail: | BPS Financial Pty Ltd Level 4, 130 Bundall Road Bundall, Queensland, 4217 |
| Email: | [email protected] |
- Governing Law
10.1 Any disputes against BPS, arising out of or related to the Agreement and/or any use by You of the Qoin Wallet App and/or Site shall be governed by the laws of the State of Queensland without regard to its choice of law rules and without regard to conflicts of laws principles.
- Dispute Resolution
11.1 You and BPS agree that in the event of a dispute arising out of the Agreement both parties will first attempt to resolve the dispute by direct discussion or negotiation. If within thirty (30) days a mutual agreement cannot be reached between the parties, the parties may refer the matter to an independent mediator agreed upon by the parties and both parties agree to split the costs of appointing a mediator between them. The appointment of a mediator is solely at the discretion of the parties and if a party so wishes, a party may obtain their own legal advice in respect of the dispute without nominating a mediator.
- Force Majeure
12.1 BPS shall be excused from performance under these Terms of Use to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from:
- weather conditions or other elements of nature or acts of God;
- pandemics, acts of war, acts of terrorism, insurrection, riots, civil disorders, or rebellion;
- quarantines or embargoes;
- labour strikes;
- error or disruption to major computer hardware or networks or software failures; or
- other causes beyond the reasonable control of BPS.
- Assignment
13.1 You may not assign these Terms of Use, or any rights, benefits, or obligations hereunder, by operation of law or otherwise, without the express written permission of BPS. Any attempted assignment that does not comply with these Terms of Use shall be null and void. BPS may assign these Terms of Use, in whole or in part, to any third-party in its sole discretion.
- Entire Agreement
14.1 The Agreement, constitutes the entire agreement and understanding between You and BPS with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between You and BPS with respect to such subject matter.
- Termination
15.1 BPS may terminate this Agreement or suspend your access to the Qoin Wallet App and Site at any time without notice to You, including without limitation if you breach this Agreement, or if BPS discontinues the Qoin Wallet App and the Site.
15.2 You may cease to use your Q Wallet at any time by following the Qoin Wallet App and/or Site’s instructions.
- Variation
16.1 BPS may amend these Terms of Use from time to time by posting the updated terms on the Qoin Wallet App and Site. By continuing to use the Qoin Wallet App and the Site after the changes come into effect means that You agree to be bound by the revised Terms of Use.
16.2 BPS will not be in breach of these Terms of Use if we:
- take steps in order to enable us to comply with any laws or other legal obligations;
- take necessary action in order to make a change necessitated by an immediate need to restore or maintain the security of the system.
- Confidentiality
17.1 BPS will not collect, record, store or otherwise deal in commercially sensitive information, except to the extent necessary to process the Qoin Transactions made using the Qoin Wallet App, or as set forth in the Privacy Policy.
- Third Party Links and Websites
18.1 The Qoin Wallet App and/or Site may contain links or portals to third party websites not under our control or operation. Any such links are provided only as a convenience and do not imply our endorsement or responsibility for the contents of any such linked site. Use of any such third-party content provided via the Qoin Wallet App and/or the Site may also be conditioned upon agreement to such third party’s terms and conditions. The Qoin Wallet App and/or the Site simply facilitates your interaction with such third parties. BPS is not responsible for any issues or disputes between You and such third party.
- Notices
19.1 You agree that, subject to applicable law, BPS will give all notices or other communications to You under or in connection with these Terms of Use by push notification and/or email to your email address last known to BPS or which You last gave for sending notices and communications to You. It is your responsibility to ensure that BPS has your current email address for this purpose. BPS will not be responsible if You do not receive a communication as a result of not providing BPS with your current email address.
19.2 If a law prohibits the giving of notices or other communications by electronic communication, then subject to the requirements at law, BPS may give the notice or other communication by writing to You at your residential or postal address last known to us.
19.3 If BPS gives a notice or other communication to You by email, the content of the notice or communication may be:
- set out in the body of the email;
- included as an electronic document attached to the email; or
If BPS gives a notice or other communication to You:
- by writing to You – You are considered to have received it when it is delivered to or picked up by the local Postal Service;
- electronically – You are considered to have received it on the day it is transmitted.
19.4 You agree that any notice or other communication You send to BPS under or in connection with these Terms of Use must be sent or delivered to our registered office (currently Level 4, 130 Bundall Road, Bundall, QLD, 4217) or otherwise be delivered in accordance with these Terms of Use or an instruction received from us.
- Directory
20.1 Qoin Merchants may list their business in the Directory to notify and advertise the goods and services they sell by accepting Qoin as payment.
- Q Wallet
21.1 The Q Wallet is software that:
- generates Q Wallet addresses and encrypted private keys that You may use to send and receive Qoin Transactions;
- allows You to browse third party decentralised applications (“DApps” or “DApp”) through the mobile application’s DApp browser; and
- facilitates the submission of Qoin Transaction data to the Q Chain without requiring You to download or install the associated Qoin based software to your mobile device.
21.2 Q Wallet Address, Private Key, Passcode, Mnemonic Seed Phrase, Password and Backup Capabilities:
- An encrypted backup of certain information associated with the Q Wallet can be stored on your mobile device in Keystone JSON format, the Private Key is connected to the Q Wallet address and together they can be used to authorise the transfer of Qoin to and from the Q Wallet address.
- You are solely responsible for maintaining the security of your Private Key, Passcode and any Mnemonic Seed Phrase associated with your Q Wallet.
- You must keep your, Private Key, Passcode and Mnemonic Seed Phrase information secure. Failure to do so may result in the loss of control of Qoin associated with the Q Wallet.
- Your Mnemonic Seed Phrase must be saved and used in numeric order.
21.3 BPS cannot assist with Private Key, Passcode or Mnemonic Seed Phrase retrieval:
- BPS stores your Q Wallet address but does not receive or store your Private Key, Passcode or Mnemonic Seed Phrase associated with your Q Wallet. Accordingly, we cannot assist You with your, Private Key, Passcode and Mnemonic Seed Phrase retrieval.
- BPS cannot generate a new, Private Key, Passcode and Mnemonic Seed Phrase for your Q Wallet if you fail to remember your original, Private Key, Passcode and Mnemonic Seed Phrase.
- If You have not safely stored a backup of any Q Wallet address and Private Key pairs maintained in your Q Wallet, you accept and acknowledge the Q Wallet address will become inaccessible if You do not have your Private Key, Passcode and Mnemonic Seed Phrase.
21.4 Qoin Transactions in order to be completed, must be confirmed and recorded on the Q Chain.
21.5 The Q Wallet connects the user to the Q Chain and enables Qoin Transactions to be transmitted on the Q Chain.
21.6 The Q Chain stores and transmits all Qoin Transactions.
- Use and Access
22.1 You will only be able to use the Qoin Wallet App for the Services if You have:
- downloaded the Qoin Wallet App to a suitable mobile device; and
- successfully registered to use the Qoin Wallet App and completion of your customer verification process, including your biometric liveness check, and following the necessary steps after downloading the Qoin Wallet App.
22.2 The Qoin Wallet App provides record keeping services and brings consumers to Qoin Merchants for Qoin Transactions. We do not have any control over, and are not responsible or liable for, the products or services paid for with the Qoin Wallet App. We cannot ensure that a Merchant will complete a transaction.
22.3 We are not responsible for any failure by a Qoin Merchant to meet the terms and conditions on which it transacts with Qoin.
22.4 You acknowledge and agree that:
- each transaction for the purchase of goods and/or services is a contract between the Qoin Merchant and You;
- BPS is not a party to any Qoin Transaction and is not responsible for the goods and/or services supplied by the Qoin Merchant in accordance with the Qoin Transaction nor is BPS responsible for the completion of payment by You for the goods and/or services from a Qoin Merchant;
- the use of the Qoin Wallet App to process Qoin Transactions in connection with illegal transactions or the purchase of illegal or prohibited goods or services is strictly prohibited.
22.5 We do not:
- give any express warranty as to the suitability of our Qoin Wallet App; and
- represent or warrant that your access to the Qoin Wallet App will be uninterrupted or error free; or
- The Qoin Wallet App accesses the Services via the internet. If You do not have internet access You will not be able to use the Qoin Wallet App.
22.6 You are responsible for all transactions and other uses of the Qoin Wallet App by persons that You give access to the Qoin Wallet App or that otherwise use your details to access the Qoin Wallet App. You agree to notify us immediately if You believe your access details have been compromised or if a mobile device You use to access the Qoin Wallet App has been lost or stolen. You also agree to ensure that your account details are kept private and meet strong password principles.
22.7 You may use the Qoin Wallet App for your own personal use only. You must not use the Qoin Wallet App, or information You obtain from the Qoin Wallet App, in relation to the provision of any services or activities related to third parties.
22.8 You must not modify, copy, publish, license, sell or otherwise deal with the Qoin Wallet App or information associated with the Qoin Wallet App except as expressly permitted by these Terms of Use.
22.9 You may not alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code derived from the Qoin Wallet App.
22.10 You can check your Qoin Transaction history by accessing the transaction page inside the Qoin Wallet App or by accessing Qoin Block Explorer.
22.11 You must not access or use the Qoin Wallet App:
- to engage in fraudulent behaviour;
- in a way that infringes any third party’s Intellectual Property Rights;
- in a way that disrupts, misuses or excessively uses BPS’s hardware, storage space or other resources or that of BPS’s other clients;
- in a way that is intended to damage or impair the Qoin Wallet App, or any server or network underlying the Qoin Wallet App;
- to purchase any illegal or prohibited goods and services;
- in a way that is harmful to the reputation of BPS; or
- in any other manner that is unacceptable to BPS.
22.12 You acknowledge that the Services are not an endorsement by BPS of any information or other content on the Qoin Merchant’s website or of the Qoin Merchant’s goods or services.
22.13 You acknowledge and agree that You will not add, or attempt to add, any stablecoin tokens to your Q Wallet.
22.14 We may limit or suspend your use of a Q Wallet/s and/or the Qoin Wallet App at any time in our sole and absolute discretion.
- Q Wallet Registration and Account Information
23.1 You must either import or create a Q Wallet in order to conduct Qoin Transactions. When you create a Q Wallet, You will be assigned a private key. You will be prompted to download and save your Private Key encrypted with a Passcode and your Mnemonic Seed Phrase.
23.2 You will be responsible for maintaining the confidentiality of your Private Key, Passcode and Mnemonic Seed Phrase and will be fully responsible for any and all activities that occur under your account.
23.3 You agree to immediately notify BPS of any unauthorised use of your Private Key, Passcode and Mnemonic Seed Phrase, Q Wallet, or any other breach of security.
23.4 You will be provided with a Mnemonic Seed Phrase when You backup your Q Wallet;
23.5 When You create your Q Wallet, You are strongly advised to take precautions in order to avoid loss of access to and/or control over your Q Wallet. Suggested measures include, but are not limited to the following:
- using the backup functionality provided by the Q Wallet or safeguard your Private Key, Passcode and Mnemonic Seed Phrase;
- maintaining the security of your Q Wallet by protecting the Private Key, Passcode and Mnemonic Seed Phrase associated with your Q Wallet by, for example, limiting access to your mobile device and writing down in numeric order and securely storing you Mnemonic Seed Phrase; and promptly notifying BPS if You discover or otherwise suspect any security breaches related to your Q Wallet.
23.6 You will receive push notifications from BPS and/or the Qoin Wallet App that will alert You when the Q Chain congests and when transactions involving your Q Wallet have been completed. Push notifications can be enabled to display information about Qoin. If You would not like to receive push notifications, You must opt out by changing the notification setting on your device.
- Payments and Fees
24.1 Our current Transaction Services and Services do not incur any fees. However, we may charge fees in the future and will provide notice of the same.
- Transactions
25.1 Once transaction details have been recorded, BPS cannot assist You to cancel or otherwise modify your transaction.
25.2 Qoin Merchants may accept payment for the sale of their goods and services in Qoin.
25.3 You must ensure You have an adequate balance in your Q Wallet to complete a transaction before initiating a transaction.
25.4 You acknowledge and agree that we will not be liable for any failed transactions due to insufficient funds associated with your Q Wallet.
- Modifying or Updating the Qoin Wallet App and Site
26.1 We may modify the Qoin Wallet App, Qoin Block Explorer and the Site from time to time. When this occurs, the features of the Qoin Wallet App, Qoin Block Explorer and the Site may change, and some existing features may be removed. We may not provide You with advance notice of any changes.
- Integrations
27.1 BPS integrates with third party software to provide a full suite of functionalities. BPS is not responsible for any issues or loss arising from the use of any third-party software. Your access and use of the third-party software are governed by the terms of service or user agreements of that software.
- Terms of Sale
28.1 From time to time, Qoin may be available for online purchase from the Qoin Wallet App, and if available:
- Your purchase of Qoin from the Qoin Wallet App will be subject to these Terms of Sale (“Terms”) and the Terms of Use. If you do not accept these Terms, You must refrain from using this Qoin Wallet App or making a purchase from the Qoin Wallet App;
- BPS carries on business from the Qoin Wallet App;
- You may make an offer to BPS via the Qoin Wallet App to purchase a collection of Qoins (“Packs”) for Merchants or Consumers (“Blocks”);
- You and BPS may enter into a contract of sale for the sale and supply of Packs or Blocks, by you making an offer to BPS via the Qoin Wallet App, to purchase Packs or Blocks at the specified price, subject to these Terms and the Terms of Use.
28.2 BPS reserves the right to amend the Terms. Your continued use of the Qoin Wallet App means You accept and agree to the amendments. BPS recommends you review these Terms each time you use the Qoin Wallet App to purchase Packs or Blocks. Should BPS choose to provide You with notice of amended terms, you agree to receive email notification of the amendments from BPS or a third party.
28.3 You must keep your password secure as you are responsible for any activity on your account. You agree to notify BPS immediately if You become aware of any security breach or any unauthorised use of your password or account.
28.4 If you forget your password You may click on the relevant link located on the Qoin Wallet App and we will email You a new password, or You may contact the Qoin Support Team.
Document: Version 6.01Date: 20 April 2023