1. About Delphi Fintek

1.1 Delphi Fintek Pty Ltd (ACN 678 989 092; AUSTRAC DCE Registration No. DCE100891282-001) ("Delphi", "we", "us", "our") is registered with the Australian Transaction Reports and Analysis Centre (AUSTRAC) as a digital currency exchange (DCE) under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (as amended).

1.2 These Terms and Conditions ("Terms") govern your access to and use of our digital currency exchange services, including buying, selling, and exchanging digital currencies, and any related services we offer from time to time ("Services").

1.3 These Terms are to be read alongside our Privacy Policy, which governs how we collect, use, and disclose your personal information under the Privacy Act 1988 (Cth) (as amended) and the Australian Privacy Principles (APPs).

1.4 By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and all policies incorporated by reference. If you do not agree, you must not use the Services.

2. Eligibility

2.1 You may only use the Services if:

• you are 18 years of age or older;
• you have the legal capacity to enter into a binding agreement;
• you are not located in, or a national or resident of, any jurisdiction in which the use of the Services is prohibited or restricted by law; and
• you have successfully completed our onboarding and customer due diligence (CDD) process to our satisfaction.

2.2 We reserve the right to refuse access to the Services to any person, at our sole discretion, including to comply with our obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (as amended), the Anti-Money Laundering and Counter-Terrorism Financing Rules (as amended and in force from time to time), and applicable sanctions laws.

3. Registration and Account

3.1 To access the Services, you must register for an account and complete our customer identification and due diligence process. You must provide accurate, current, and complete information.

3.2 We are required by law to collect and verify your identity and to conduct ongoing customer due diligence in accordance with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (as amended) and the Anti-Money Laundering and Counter-Terrorism Financing Rules (as amended and in force from time to time). You must provide all information and documents we request.

3.3 You are responsible for maintaining the confidentiality and security of your account credentials, including your password and any multi-factor authentication methods. You must notify us immediately if you become aware of any unauthorised access to your account.

3.4 You must not share your account with any other person. You are responsible for all activity that occurs under your account.

3.5 We may suspend, restrict, or close your account at any time without prior notice if we reasonably believe that: (a) your account security has been compromised; (b) you have breached these Terms; (c) we are required to do so by law or to comply with a regulatory obligation; or (d) your continued use poses a risk to us, other users, or third parties.

4. Our Services

4.1 We provide digital currency exchange services, which may include:

• buying and selling digital currencies for Australian dollars or other fiat currencies;
• exchanging one digital currency for another;
• receiving and transmitting digital currencies on your behalf; and
• any other services we notify you of from time to time.

4.2 We do not provide financial product advice, investment advice, tax advice, or legal advice. Nothing on our platform or in our communications constitutes a recommendation to buy, sell, or hold any digital currency or other financial product. You should obtain independent professional advice before making any financial decision.

4.3 Digital currencies are not legal tender in Australia. They are not backed by any government or central bank, and their value may be highly volatile. You may lose some or all of the value of any digital currency you hold.

4.4 We make no representation or warranty as to the suitability of any digital currency for your particular circumstances, investment objectives, or financial situation.

5. Fees and Charges

5.1 We charge fees for the Services as set out in our current fee schedule, which is available on our website at www.delphifintek.com and is incorporated into these Terms by reference. Fees may include transaction fees, conversion fees, and network fees.

5.2 We reserve the right to vary our fees on 30 days' prior written notice. Notice will be provided by posting the updated fee schedule on our website at www.delphifintek.com and, where practicable, by email.

5.3 All fees are stated exclusive of goods and services tax (GST). Where a taxable supply is made under these Terms, you must pay an additional amount equal to the GST payable on that supply.

5.4 Fees are non-refundable except where required by law.

6. Transactions

6.1 All transaction instructions must be submitted through our designated platform or agreed communication channels. Once submitted, a transaction instruction may be irrevocable.

6.2 We may decline to process, delay, or reverse a transaction at any time if:

• we are required to do so by law, including under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (as amended) or applicable sanctions laws;
• we reasonably suspect the transaction may involve fraud, money laundering, terrorism financing, or other illegal activity;
• the transaction would breach our policies or risk limits; or
• you do not have sufficient funds or digital currency to complete the transaction.

6.3 We are not responsible for losses arising from transactions that are delayed, declined, or reversed for the reasons set out in clause 6.2.

6.4 Network fees charged by blockchain networks are outside our control and are your responsibility. We pass these on at cost.

6.5 Digital currency transactions recorded on a blockchain are generally irreversible. We are not liable for losses arising from errors in transaction instructions you submit.

7. AML/CTF Compliance

7.1 We are a reporting entity under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (as amended) and are subject to obligations including customer identification, ongoing due diligence, transaction monitoring, suspicious matter reporting (SMR), and threshold transaction reporting (TTR).

7.2 You must not use the Services for any purpose that violates applicable law, including for money laundering, terrorism financing, fraud, tax evasion, or any other illegal purpose.

7.3 We may report suspicious transactions or activities to AUSTRAC or other relevant authorities without notifying you, as required or permitted by law.

7.4 You must promptly provide any information or documentation we request to enable us to comply with our legal and regulatory obligations. Failure to do so may result in suspension or termination of your account.

7.5 We may screen transactions against applicable sanctions lists and block transactions involving sanctioned persons, entities, or jurisdictions. You warrant that you are not a sanctioned person and will not use the Services in a manner that would engage or support a sanctioned person or entity.

8. Prohibited Conduct

8.1 You must not:

• use the Services for any unlawful purpose or in violation of any applicable law or regulation;
• engage in, facilitate, or assist any form of market manipulation, wash trading, or other conduct intended to create an artificial or misleading appearance of trading activity;
• provide false, misleading, or deceptive information to us;
• access or attempt to access another user's account;
• introduce any malware, virus, or other harmful code into our systems;
• use automated scripts, bots, or other means to access or interact with our platform in an unauthorised manner; or
• take any action that could damage, disable, or impair our systems or the Services.

9. Intellectual Property

9.1 All content, software, and intellectual property on our website and platform (including trademarks, logos, and service marks) are owned by or licensed to us and are protected by applicable Australian and international intellectual property laws.

9.2 We grant you a limited, non-exclusive, non-transferable licence to access and use the Services for your personal or business purposes in accordance with these Terms. You must not reproduce, modify, distribute, or create derivative works from any of our intellectual property without our prior written consent.

10. Privacy

10.1 We collect, use, and disclose personal information in accordance with our Privacy Policy and the Privacy Act 1988 (Cth) (as amended).

10.2 By using the Services, you acknowledge the collection, use, and disclosure of your personal information as described in our Privacy Policy. Such collection, use, and disclosure may occur on multiple lawful bases, including our legal obligations under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) (as amended) and other applicable law, and where applicable, your consent.

10.3 We may be required to disclose your personal information to AUSTRAC, ASIC, the Australian Taxation Office (ATO), and other relevant authorities in accordance with our legal and regulatory obligations.

11. Disclaimers

11.1 Our Services are provided "as is" and "as available". To the maximum extent permitted by law, we make no warranties, express or implied, regarding the Services, including as to their accuracy, reliability, merchantability, fitness for a particular purpose, or non-infringement.

11.2 We do not warrant that the Services will be uninterrupted, error-free, or free from viruses or other harmful components.

11.3 Prices of digital currencies are determined by market forces and may fluctuate significantly. We do not guarantee the price or availability of any digital currency at any time.

12. Limitation of Liability

12.1 To the maximum extent permitted by applicable law (including the Australian Consumer Law), we are not liable for any:

• indirect, incidental, special, consequential, or punitive loss or damage;
• loss of profits, revenue, goodwill, or anticipated savings;
• loss arising from your reliance on the Services for investment decisions; or
• losses caused by events outside our reasonable control, including network failures, system outages, cyberattacks, market conditions, acts of government, or changes in law.

12.2 Nothing in these Terms limits or excludes any rights you may have under the Australian Consumer Law that cannot be excluded, restricted, or modified.

12.3 Our aggregate liability to you for all claims arising out of or related to your use of the Services is, to the extent permitted by law, limited to the total fees you paid us in the 3 months preceding the event giving rise to the claim.

13. Indemnity

13.1 You agree to indemnify and hold harmless Delphi, its officers, directors, employees, and agents from and against any claims, losses, liabilities, damages, and expenses (including reasonable legal costs) arising from or related to:

• your use of the Services;
• your breach of these Terms;
• your violation of any applicable law or regulation; or
• your infringement of the rights of any third party.

14. Force Majeure

14.1 We are not liable for any delay or failure to perform our obligations under these Terms to the extent caused by an event beyond our reasonable control, including acts of God, natural disasters, war, civil unrest, cyberattacks, government actions, changes in law or regulation, power failures, telecommunications failures, or market-wide disruptions.

14.2 If a force majeure event occurs, we will notify you as soon as reasonably practicable and will take reasonable steps to resume performance or provide alternative arrangements.

15. Termination

15.1 Either party may terminate the agreement constituted by these Terms at any time by providing 30 days' written notice to the other.

15.2 We may suspend or terminate your access to the Services immediately and without notice if:

• we are required to do so by law, court order, or regulatory direction;
• you have breached these Terms, including our AML/CTF requirements;
• you have provided false or misleading information;
• we reasonably suspect fraudulent, illegal, or harmful activity; or
• continuation of the relationship poses a legal, regulatory, reputational, or financial risk to us.

15.3 On termination, all accrued rights and obligations survive, including any obligation to pay outstanding fees and any obligation to return funds or digital currency owed to you, less any amounts we are entitled to set off or withhold by law.

15.4 On termination, we will take reasonable steps to return any digital currency or funds held in your account in accordance with applicable law and our AML/CTF obligations.

16. Changes to These Terms

16.1 We may amend these Terms at any time. We will notify you of material changes by:

• posting the updated Terms on our website at www.delphifintek.com; and
• where practicable, sending you a notification by email or through the platform.

16.2 Material changes will take effect no earlier than 30 days after we post them, except where a shorter period is required to comply with applicable law or a regulatory requirement.

16.3 Your continued use of the Services after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not accept the revised Terms, you must stop using the Services.

17. Complaints and Dispute Resolution

17.1 If you have a complaint about the Services, please contact us in the first instance at:

• Email: info@delphione.io
• Post: Compliance Officer, Suite 1105, 12 Help Street, Chatswood NSW 2067, Australia

17.2 We will acknowledge your complaint within 5 business days and aim to resolve it within 30 days. If we are unable to resolve your complaint to your satisfaction, you may refer the matter to an appropriate external dispute resolution scheme or regulatory body.

18. Governing Law

18.1 These Terms are governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and the Commonwealth courts of Australia seated in New South Wales.

19. General

19.1 Entire agreement. These Terms, together with our Privacy Policy and any other documents incorporated by reference, constitute the entire agreement between you and us in relation to the Services.

19.2 Severability. If any provision of these Terms is found to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force.

19.3 No waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision.

19.4 Assignment. You must not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations on notice to you.

19.5 Contact. For general enquiries, please contact us at info@delphione.io or Suite 1105, 12 Help Street, Chatswood NSW 2067, Australia.

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