ECHUCA CLIENT AGREEMENT

 

 

 

1.         Client Agreement and General Advice Statement 4

2.         Definitions  4

3.         Application of these Terms  9

4.         Applying for the Services  11

5.         Services 12

6.         Applicable Laws and Regulations  12

7.         Eligibility  13

8.         Registration Process and Identity Verification  14

9.         Digital Assets, Digital Wallet and Collateral 15

10.       Order 16

11.       Futures Contracts  19

12.       Margin Requirements  20

13.       Standing Authorisation  21

14.       Account Type and Sophisticated Investor Client Suitability Assessment 23

15.       Forks and Distributions  24

16.       Blockchain Attacks  24

17.       Application Programming Interface (API) 25

18.       Account suspension and closure  25

19.       Risk Disclosures  26

20.       Right to Change or Remove Features and Suspend or Delay Transactions  31

21.       Fees  31

22.       Promotions  31

23.       Security of Your Information  32

24.       Privacy Policy  32

25.       Restricted Activities  32

26.       Electronic Trading Terms  33

27.       Communications  35

28.       Feedback  35

29.       Ownership of Digital Assets  35

30.       Taxes  35

31.       Indemnification and Release  35

32.       Limitation of Liability no Warranty  36

33.       Force Majeure  36

34.       Governing Law and Venue  37

35.       Amendments 37

36.       Assignment 37

37.       Survival 37

38.       Third Party Applications  37

39.       Website and Third Party Content 38

40.       Limited License and IP rights  38

41.       Legal Compliance  38

42.       Interpretation and Third Party Rights  39

43.       Questions and Contact information  39

 

 

 

 

 

1.1           These Terms constitute an agreement between you and Echuca Trading Pty Ltd (ACN 115 459 124)  (AFSL 297499) (Echuca Trading, we, our, or us) , a company incorporated in Australia. These Terms applies to your transacting in OTC derivative products offered by Echuca Trading via the Trading Platform. These Terms also apply to your use of any other services offered through the Website to acquire or dispose of financial products offered by Echuca Trading, but these Terms do not apply to any ancillary services which are subject to separate terms between you and the ancillary service provider.

1.2           The information on the Website is general information only and does not take into account your objectives, financial situation or needs. Before acting on this information or transacting in our OTC derivative products, you should consider the appropriateness of the information and/or seek professional advice having regard to your objectives, financial situation and needs.

1.3           Echuca Trading is authorised to give general advice, to deal and make a market in derivatives and foreign exchange contracts. You should read the Product Disclosure Statement, this Client Agreement, Financial Services Guide, Target Market Determination, and Privacy Policy. These documents are available from the Website.

1.4           Trading OTC derivatives (including CFDs) involves a high level of risk and is not suitable for all investors. You should only trade in our OTC derivative products if you are within the target market as described in the Target Market Determination. Our OTC derivatives are leveraged products, which means that you can trade with margin and your gains and losses are magnified. OTC derivatives which reference cryptocurrencies as the Underlying Instrument are also subject to high levels of volatility. In addition, investing in margin OTC derivatives does not give you any entitlements or rights relating to the Underlying Instrument (e.g. a right to delivery of the Underlying Instrument in most cases, Staking Rewards or voting or dividend rights).

1.5           The information on this website and the services provided by Echuca Trading are not intended for residents outside of Australia.   

2.1           The following rules of interpretation apply in these Terms unless the context requires otherwise:

1. 1. 1. singular includes plural and plural includes singular;
      2. reference to legislation includes any amendments to it, any legislation substituted for it, and any statutory instruments issued under it and in force;
      3. reference to a person includes a corporation, joint venture, association, government body, firm and any other entity;
      4. reference to a party includes that party’s personal representatives, successors and permitted assigns;
      5. references to time means that time in New South Wales, Australia;
      6. if a party comprises two or more persons:
         1. reference to a party means each of the persons individually and any two or more of them jointly;
         2. a promise by that party binds each of them individually and all of them jointly;
         3. a right given to that party is given to each of them individually;
         4. a representation, warranty or undertaking by that party is made by each of them individually;
      7. headings do not affect interpretation;
      8. another grammatical form of a defined expression has a corresponding meaning;
      9. a provision must not be construed against a party only because that party put the provision forward; and
      10. a provision must be read down to the extent necessary to be valid; if it cannot be read down to that extent, it must be severed.

2.2           In these Terms, capitalised words have the meanings set out herein, unless the context requires: otherwise:

Account means an account you have with Echuca Trading established under these Terms, including all contracts entered into by you using the Trading Platform.

AFSL means Australian Financial Services Licence.

Agreement, Terms and Conditions or Terms mean this Echuca Client Agreement detailing the applicable terms and conditions relating to our Services as amended, supplemented or updated from time to time.

ASIC means the Australian Securities and Exchange Commission.

Authorised Person means you and/or any person authorised by you to give instructions to us under the Terms.

Airdrop has the meaning in section 15.

Alternative Fee Schedule has the meaning in section 21.

AML/CTF means Anti-Money Laundering and Counter-Terrorism Financing.

AML/CTF Laws means the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth) and the Anti-Money Laundering and Counter Terrorism Financing Rules Instrument 2007 (No.1).

Applicable Laws means any mandatory statute, law, regulation, ordinance, rule, determination, judgment, rule of law, order, decree, permit, requirement, or any provision or condition or any permit, license or other authorisation issued by any governmental and/or judicial authority having or asserting jurisdiction over the matter in question, whether now or hereafter in effect, in any jurisdiction, that is applicable to a party under these Terms.

Blacklisted Address means any blockchain addresses that are determined to be outside our risk tolerance, appear on any sanctions list or which we deem to be associated with illegal activity, or activity that otherwise violates these Terms.

CFD means Contracts for Difference as defined in section 19.4.

CFD PIO means ASIC Corporations (Product Intervention Order—Contracts for Difference) Instrument 2020/986.

Claims means any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including legal fees).

Client Money means the money a client deposits with a financial services provider and held by that provider under the Australian Client Money Rules. We do not hold any Client Money at any time.

Confirmation means a message that contains the information set out in section 5.2.

Consequential Loss includes any loss or claim in the nature of consequential, indirect, incidental, punitive, exemplary, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of chance, loss of reputation, loss of use and/or loss or corruption of data, loss of expectations, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Collateral means the Digital Assets in your Digital Wallet which are used to satisfy the Margin Requirements for any opened Contract in accordance with the PDS. You have provided us with a Standing Authorisation to deduct the Collateral, or issue a sell order of the Collateral on your behalf and deduct the sale proceeds, in circumstances set out in these Terms.

Contract means any contract, whether oral or written, including any derivative, option, future, contract for difference or other transaction relating to such Products entered into by us with you.

Digital Asset means Bitcoin, Ethereum or any other digital asset, cryptocurrency, virtual currency, or cryptographic token that is available to transact in using the Website or Trading Platform.

Digital Wallet means a digital record of your balances of Digital Assets held by KuCoin.

Downtime has the meaning in section 15.

Event of Default means:

(a)            you die or become of unsound mind;

(b)            a representation or warranty made, or taken to be made, by or for you in connection with the Terms and Conditions is found to have been incorrect or misleading when made or taken to be made;

(c)            us, you or a Guarantor becomes Insolvent;

(d)             where you are trustee of a trust:

(1)            you cease to be the trustee of the trust or any step is taken to appoint another trustee of the trust, in either case without your consent; or

(2)            an application or order is sought or made in any court for: removal of you as trustee of the trust; or property of the trust to be brought into court or administered by the court or under its control; or

(3)            a notice is given or meeting summoned for the removal of you as trustee of the trust or for the appointment of another person as trustee jointly with you; or

(e)            the Terms or a transaction in connection with the Terms is or becomes (or is claimed to be) wholly or partly void, voidable or unenforceable.

Fee Schedule has the meaning in section 21.

Fiat Currency means any government-issued currency that is designated as legal tender through government regulation or law and is circulated, used, and accepted as money.

Forks has the meaning in section 15.

Financial Services Guide or FSG means the Financial Services Guide that is available at our website.

Guarantor means any person(s) identified as such in your application to us for an Account on the terms and conditions set out in these Terms, the PDS and the application form.

KuCoin means Peken Global Limited, a company incorporated and registered in Seychelles and/or its successors or assigns.

Loss includes any loss, damage, cost, charge, liability or expense (including legal costs and expenses) and Consequential Loss of any kind.

Margin means:

(a)             the amount of Digital Assets you must have in your Digital Wallet held by KuCoin (and providing us with a Standing Authorisation for us to deduct the amount, or sell the amount from your Digital Wallet and keep the sale proceeds), including all Collateral; and

(b)            all unrealised profits and losses from open Contract positions in your Account.

Margin Requirements means the amount of Margin you are required to deposit with KuCoin and have in your Account for entering into Contracts and/or maintaining open Contracts, as calculated in accordance with the PDS.

OTC or over-the-counter means that you do not trade in financial products on an exchange or a regulated market. Rather, it is a bilateral transaction between you and us. This means you can only enter into contracts with us. You do not have the protections normally associated with trading on a regulated market. It is not possible to close a Product by giving instructions to another provider, broker or Australian financial services licensee.

Products means the OTC derivative products provided by us on the Trading Platform.

Product Disclosure Statement or PDS means the Product Disclosure Statement that is available at our webiste.

Restricted Activities means those activities listed under section 25.

Restricted Jurisdiction means a jurisdiction where users are prohibited from using the Products, Services, or Trading Platform under Applicable Laws, including but not limited to any country or territory that is the subject of country-wide or territory-wide sanctions promulgated by the United Nations Security Council, the United States Department of the Treasury’s Office of Foreign Assets Control, the European Union and/or the Australian Department of Foreign Affairs and Trade or any other applicable regime, which include Cuba, Iran, North Korea, Syria and the Ukrainian regions of Crimea, Donetsk and Luhansk;

Restricted Person means a person that is established, incorporated, a citizen or resident of, or otherwise located in a Restricted Jurisdiction, or listed in, acting on behalf of, or in concert with a person or entity listed on any sanctions list or equivalent maintained by the United Nations Security Council, the United States Department of the Treasury’s Office of Foreign Assets Control, the European Union and/or the Australian Department of Foreign Affairs and Trade or any other applicable regime;

Services means the services under section 5 of these Terms and any other services offered through the Website to acquire or dispose of the Products offered by Echuca Trading.

Stablecoin means a Digital Asset that purports to maintain a stable value relative to a Fiat Currency, e,g, USDT or USDC.

Staking Rewards has the meaning in section 15.

Standing Authorisation has the meaning in section 13.1.

Target Market Determination or TMD means the Target Market Determination that is available at our website.

Trading Platform means the KuCoin Derivatives Exchange platform we make available to you by which you may trade with us online in our Products. This includes any electronic service provided by us, for example the Website, or an internet trading service offering clients access to information and trading facilities, via an internet service, a service and/or an electronic order routing system and relevant software provided by us to enable you to use an electronic trading service.

Underlying Instrument means the product which is used as the basis for the calculation of prices for a Contract, such as a nominated Digital Asset or other item.

Website means the internet address www.kucoin.com/en-au and includes the client portal.

3.1           By using the Services,    you agree that you have read, understood, and accepted these Terms as well as the contents of the PDS, FSG, TMD, and Privacy Policy that are available at] our website, and you acknowledge and agree that you will be bound by such terms, documents and policies. Echuca Trading is regulated by the ASIC and holds AFSL No. 297499. These Terms expressly incorporate the PDS by reference. In the event of any inconsistency between these Terms and the PDS, the PDS shall prevail, unless agreed otherwise.

3.2           Your use of the Services may require you to access, or link through to third party service providers that are not associated with the Services provided by Echuca Trading under these Terms. Third party service providers may have their own separate terms of use, privacy policy and related agreements. You acknowledge and agree that Echuca Trading is not responsible for the operation or performance of third-party services in connection with the Services.

3.3           Our Services are not intended for persons resident outside of Australia and are not offered to entities or persons who have their registered office or place of    residence in the United States of America or any Restricted Jurisdiction.

3.4           The Products provided by Echuca Trading on the Trading Platform are OTC derivative products which reference, for example, indexes, commodities, Digital Assets, foreign exchange currencies, stocks and other financial or non-financial instruments as the Underlying Instrument without having to own and pay the full value of the Underlying Instrument. The price of an OTC derivative is based on the price or level of the relevant Underlying Instrument. It is pivotal that you understand the following in relation to our OTC derivative products:

(a)            we will not hold any of your Collateral (which you have provided to KuCoin to hold) at any time, but will have a right to place a sell order on your behalf in certain circumstances; and

(b)            you will not own or have any interest or right in the Underlying Instrument (including any Digital Assets, stock, exchange traded product or futures contract); and

(c)            you cannot close an open position through another exchange or OTC derivative provider.

3.5           OTC means that you do not trade in financial products on an exchange or regulated market. Rather, all trading is a bilateral transaction between you and Echuca Trading. You do not have the protections normally associated with trading on a regulated marketplace, and it is not possible to close out one of our Products by giving instructions to another provider, broker, KuCoin or another Australian financial services licensee. In addition, unlike direct investments made by trading on an exchange, OTC derivatives are not standardised. For further information about the benefits, features and risks relating to our Products, please refer to sections 9, 10, 11, 12, 13, 14, 15 and 16 of these Terms, and the PDS.

3.6           OTC derivatives are complex products and involve a high level of risk which can result in significant losses where you may lose the Collateral you use for any trades with us. OTC derivatives can be leveraged products, meaning that both gains and losses can be highly magnified. You should read these Terms, the PDS, TMD, and FSG to ensure you understand the risks associated with OTC derivatives before you commence trading in our Products. By trading in our Products, you acknowledge and agree that you have sufficient investment knowledge, financial expertise, and experience and the capacity to take on the increased risks arising from trading the Products, including OTC derivatives which reference Digital Assets as the Underlying Instrument. You further agree to independently assume all the risks arising from conducting OTC derivatives trading on your own Account. If you are uncomfortable with this level of risk, you should not trade the Products.

3.7           In addition, while the Products may not fully satisfy the legal definition of a Contract for Difference (CFD), we treat them as if they are CFDs – this means we assess your suitability to acquire the products as if you were investing in CFDs, and we seek to comply with relevant laws and regulations, including ASIC Corporations (Product Intervention Order—Contracts for Difference) Instrument 2020/986.

3.8           A CFD is an agreement where you may gain exposure to the variations in the price of an Underlying Instrument. CFDs are sophisticated, high-risk, OTC derivatives. Relevantly, the price of the CFD is based on the price or level of the relevant Underlying Instrument, which may be an index, commodity, futures contract, Digital Asset or other Underlying Instrument.

3.9           Section 35 of these Terms governs how these Terms may be changed over time. If after reading these Terms in their entirety you are still unsure of anything or you have any questions, please contact us.

4.1           Before accessing the Services and the Products, you must already have an account with KuCoin.  You must then complete an online application form in order to open an Account with us (via the Trading Platform). We, in our sole discretion, will decide whether to accept an application. Once you successfully open an Account you will be granted access to the Services, which will appear as additional functionality accessible via the Trading Platform.

4.2           When you apply to open an Account, you acknowledge that your account with KuCoin is subject to separate terms of use which are agreed between you and KuCoin, to which Echuca Trading is not a party.

4.3           Your receipt of the Services is subject to:

(a)            you satisfying all onboarding, due diligence and any other requirements that apply to accounts with KuCoin, in accordance with the terms of use which are agreed between you and KuCoin; and

(b)             these Terms, including the eligibility criteria in section 7.

4.4           You agree to direct Kucoin to pay to us cleared funds, in the form of Digital Assets, in relation to any losses you have made, and fees or charges in connection with the Products and the Contracts. Until any Digital Assets are paid to us, they are held and maintained by KuCoin in your Digital Wallet, in accordance with your agreements with them.

4.5           If we accept your Application, we will:

(a)            establish the Account;

(b)            require you to fund the Account for any transactions of and in relation to the Products using the Digital Assets in your Digital Wallet (including if you are required to maintain Collateral or pay an initial amount for any Contract in accordance with the Margin Requirements); and

(c)            authorise Echuca Trading to place automated sell orders on your behalf in relation to your Digital Assets Collateral and direct that the proceeds be provided to us in any of the circumstances set out in these Terms, including those in section 13;

4.6           The Account is active once the steps in clause 4.5 have been completed.

4.7           There are other legal documents that you need to accept before trading with us, but may or may not form part of these Terms and Conditions. They include:

(a)            the PDS and FSG; and

(b)            product specifications on the Trading Platform and/or Website.

5.1           Subject to you fulfilling your obligations under these Terms, if we accept an Order, we will enter into a Contract with you.

5.2           A Confirmation message is given to you after each trade has been accepted. The Confirmation will include the product name, entry price, traded volume, and execution time. You can also check your open positions from the Trading Platform.

5.3           We enter into each Contract with you as a principal. We are your trading counterparty.

5.4           We quote prices, either by directly displaying them or by referring to prices displayed by third parties such as KuCoin, which provide an indication of Product prices at which we are prepared to deal with you. You acknowledge that:

(a)            we act under the Terms as a market maker, and accordingly, set the Product price at which we are prepared to deal with you; and

(b)            Product prices that may be quoted or traded upon from time to time by other market makers or third parties do not apply to trades and dealings between you and us.

5.5           We enter into agreements with hedging counterparties to allow Echuca Trading to hedge our exposure to you and will publish details of our hedging policies from time to time.

6.1           Your conduct on the Trading Platform trading our Products is subject to the laws and regulations of Australia, and rules of any applicable Australian regulatory authority. This includes (without limitation) all applicable tax provisions and AML/CTF laws.

6.2           You agree and understand that by registering for an Account with Echuca Trading, acquiring our Products and using or continuing to the Services in any capacity,  you shall act in compliance with and be legally bound by these Terms and any changes from time to time, and all Applicable Laws (including without limitation those stated in this section 6, where applicable), and failure to do so may result in the suspension of your ability to acquire our Products, use the Services or even in closure of your Account. For the avoidance of doubt, continued use of your Account, and the receipt of all trading fee discounts and rebates, is conditioned on your continued compliance at all times with these Terms and all Applicable Laws.

6.3           You acknowledge that we may require further information from you from time to time to comply with AML/CTF Laws. By entering into these Terms and Conditions, opening an Account and transacting with us, you undertake to provide us with all additional information and assistance that we may reasonably require to comply with the AML/CTF Laws. You also warrant that:

(a)            you are not aware and have no reason to suspect that:

(1)            the Digital Assets held to fund your Contracts have been or will be derived from or related to any money laundering, terrorism financing or other illegal activities under any Applicable Laws; or

(2)            the proceeds of your investment will be used to finance any illegal activities under Applicable Laws; and

(b)            neither you nor your directors, in the case of a company, are a politically exposed person or organisation as the term is used in the Anti-Money Laundering and Counter-Terrorism Rules Instrument 2007 (No. 1).

6.4           You expressly authorise us to share your information, personal or otherwise, with KuCoin for the purpose of complying with all Applicable Laws, including AML/CTF Laws.

7.1           If you are registering an Account with Echuca Trading as an individual, you must have an account with KuCoin, be at least 18 years of age and you must not have previously been suspended or removed from the Trading Platform or any other service or product offered by Echuca Trading or our affiliate entities or KuCoin. You also represent and warrant that you have not taken any steps to have yourself declared bankrupt, unable to pay your debts as they fall due nor have any steps been taken against you to have you declared bankrupt.

7.2           If you are registering an Account with Echuca Trading on behalf of a legal entity, you represent and warrant that:

(a)            such legal entity is duly organised and validly existing under the Applicable Laws of the jurisdiction of its organisation; and

(b)            you are duly authorised by such legal entity to act on its behalf; and

(c)            such organisation (and any affiliate entity) must not have been previously suspended or removed from the Services or any other service or product offered by Echuca Trading or our affiliate entities; and

(d)            the legal entity is not insolvent, unable to pay its debts as they fall due, nor has there been a resolution passed or petition presented, or an order made for winding up or liquidating the entity, and that there has been no appointment of a receiver, manager, administrator or other insolvency official of the entity.

7.3           By accessing or using the Services, you further represent and warrant that you, or the legal entity that you are acting on behalf of, or any Authorised Person appointed by you, are not a Restricted Person nor are you a resident or located in a Restricted Jurisdiction and you will not be using the Services for any illegal activity including, but not limited to, the Restricted Activities listed under section 25.

7.4           Notwithstanding the foregoing, Echuca Trading may determine not to make the Services or Products, in whole or in part, available in every market, either in our sole and absolute discretion or due to legal or regulatory requirements, depending on your location.

7.5           We reserve the right to request a written and properly executed authority for any person acting on behalf of a legal entity or trust and for Authorised Persons and to suspend or terminate the Services in the absence of satisfactory evidence of authority.

8.1           When registering your Account with us, you authorise KuCoin to provide us with all of the information you previously provided to KuCoin in registering for an account with KuCoin. You also authorise us to share any information that you have provided us with our affiliates or KuCoin. You must ensure that current, complete, and accurate information for all required elements on the original registration page at the Website, including your full legal name, remain correct. Subject to any express and written authority provided to an Authorised Person, you are the only person authorised to use your Account and you may not share your Account credentials with any other person. You also agree to provide us, when registering an Account and on an ongoing basis, with any additional information we request for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime. You permit us to keep a record of such information (in addition to any copy kept by KuCoin) and authorise us to make any inquiries, directly or through third parties and including to KuCoin, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary in our sole discretion in order to comply with Applicable Laws. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to KuCoin and our affiliates, or credit reference, fraud prevention, financial crime agencies or the Australian Transaction Reports and Analysis Centre, and that these entities may respond to our inquiries in full.

8.2           In certain circumstances, we may require you to submit (or to authorise KuCoin to provide us with, if applicable) additional information about yourself, your business, or your transactions, provide records, and complete other verification steps (this process, Enhanced Due Diligence). You represent and warrant that any and all information provided to us pursuant to these Terms or otherwise is true, accurate and not misleading in any respect. If any such information changes, it is your obligation to update such information as soon as possible. Failure to provide such information in a timely fashion may result in the suspension of your ability to use the Services (until you provide such information) or the closure of your Account.

8.3           We reserve the right to maintain your account registration information after you close your Account for business and regulatory compliance purposes, subject to Applicable Laws.

9.1           You are required to hold Digital Assets in your Digital Wallet and to use those Digital Assets as Collateral if you seek to enter into a Contract to acquire our Products or use our Services. We presently accept, as Collateral, a number of Digital Assets including:

(a)            certain Stablecoins; and

(b)            certain Digital Assets, a list of which can be found on the Trading Platform.

9.2           At no time does Echuca Trading accept any money or Digital Assets or any property from you. Any deposits of Fiat Currency you make to acquire Digital Assets are processed by KuCoin and such Digital Assets, unless withdrawn, are reflected as balances in your Digital Wallet.

9.3           The Digital Wallet will only hold certain types of Digital Assets. Your Digital Wallet will not hold any Fiat Currencies. If you make a deposit via a Fiat Currency to KuCoin that deposit will be converted to your chosen or default Digital Asset by KuCoin before reaching your Digital Wallet. You irrevocably authorise KuCoin pursuant to their terms and conditions or any of KuCoin’s ancillary service providers’ terms and conditions to undertake such conversion. In the event that you fail to convert Fiat Currency to your chosen Digital Asset, KuCoin or its ancillary service providers will convert Fiat Currency to Stablecoins automatically by default. If you wish to make a withdrawal from your Digital Wallet into a Fiat Currency, the particular Digital Asset will be converted by KuCoin or its ancillary service providers to the Fiat Currency after being withdrawn from your Digital Wallet. 

9.4           Different terms and conditions apply to any purchase of Digital Assets you may choose to make with KuCoin or its ancillary service providers.

9.5           At no point do you provide Digital Assets to Echuca Trading. Your Digital Assets are held by KuCoin. Neither Echuca Trading or KuCoin are bound by Part 7.8, Division 3 of the Corporations Act 2001 (Cth) (Corporations Act) in respect of Your Digital Assets held by Kucoin. Nonetheless, Echuca Trading will ensure that it acts efficiently, honestly and ethically when exercising certain rights in relation to, the Digital Assets and will only do so in accordance with these Terms and the PDS.

9.6           Echuca Trading makes no representations or warranties regarding the amount of time that may be required to complete a transfer of your Digital Assets either from a Fiat Currency deposit to KuCoin or from a third party digital wallet or other source and have said Digital Assets become available in your Digital Wallet.

10.1        For each trade that you enter into with Echuca Trading to purchase or sell our Products, you enter into a separate Contract with us. The particular terms of each Contract are agreed between you and Echuca Trading before entering into a Contract. All Contracts are subject to and governed by these Terms and the PDS.

10.2        Prior to you entering into a Contract with us, Echuca Trading will require you to have sufficient Collateral in your Digital Wallet to satisfy the initial Margin Requirements for the relevant number of Contracts, as set out in the PDS. The Collateral may be used for margin or withdrawn to pay the amounts for realised/unrealised losses or any fees and charges which you may owe us.

10.3        A Contract is opened by either buying (going long) or selling (going short) a Contract:

(a)            You go long when you buy a Contract in the expectation that the price of the Underlying Instrument to which the Contract relates will increase. This would have the effect that the value of the Contract would increase; and

(b)            You go short when you sell a Contract in the expectation that the price of the Underlying Instrument to which the Contract relates will decrease. This would have the effect that the value of the Contract would decline.

10.4        A Contract in respect of an OTC derivative is open until it is closed, and the amount of profit or loss to you can then be calculated.

10.5        You may obtain a quote from us for a Product price. You acknowledge that:

(a)            any quote provided by us in accordance with this section is indicative only; and

(b)            no Contract is entered into until your Order is accepted by us in accordance with these Terms and Conditions.

10.6        You may, by placing an Order with us:

(a)            offer to enter into a new Contract with us; or

(b)            request us to close an open Contract.

10.7        You may provide us with electronic or written Orders (which includes Orders provided as described below). We may acknowledge instructions electronically or in writing, as appropriate.

10.8        Before placing an Order you are responsible for ensuring that:

(a)            you have sufficient Digital Assets in your Digital Wallet that can be used as Collateral and satisfy the Margin Requirements if the Order is successfully placed, and a Contract is entered into; and 

(b)            you have sufficient Digital Assets in your Digital Wallet to satisfy all fees or charges owed to Echuca Trading.

10.9        When placing an Order, you must set out details of:

(a)            whether you intend to be the long party or the short party under the Contract;

(b)            the Contract quantity;

(c)            the Product, including the Underlying Instrument of the Product; and

(d)            other information applicable to the Order as we may require from time to time.

10.10     We may in our sole discretion accept an Order in whole or in part. An Order is accepted by us through the Trading Platform. An Order is binding on you when we accept the Order. You acknowledge that we may accept an Order without any notice of acceptance, aside from giving you the Confirmation.

10.11     We will inform you if we decide not to accept an Order. We will not accept Orders over the phone, email, or any other means, unless we have previously agreed with you to do so, or where circumstances otherwise strictly require.

10.12     Orders may be placed as:

(a)            market Orders to buy or sell an OTC derivative product as soon as possible at the price obtainable in the market; or

(b)            limit and stop Orders to trade when the price reaches a predefined level, as applicable to the various Products offered (or a combination of these types of Orders).

10.13     Limit Orders to buy and stop Orders to sell must be placed below the current market price, and limit Orders to sell and stop Orders to buy must be placed above the current market price. If the bid price for sell Orders or ask price for buy Orders is reached, the Order is filled as soon as possible at the price obtainable in the market. Limit and stop Orders are therefore not guaranteed executable at the specific level or amount.

10.14     Where your request to cancel an Order is not received by us prior to acceptance of that Order, the Contract or close out resulting from the acceptance of the Order is valid and binding on you and us under these Terms and Conditions.

10.15     You acknowledge that any action by you to modify or cancel an Order is ineffective unless:

(a)            we have received from you a cancellation notice in a form acceptable to us; or

(b)            we have cancelled the Order in our order records.

In order to close a Contract, you need to login to the Trading Platform to place order to close your open positions. In order to close a Contract, if you’re “long”, you can sell any or all of your position to close it out; or if you’re “short”, you can buy any or all of your position to close it out.

10.16     An open Contract is closed after the Trading Platform accepts your close Order. If a Contract is closed under this section, the realised profit will be credited into your Account and reflected in your Digital Wallet, and the realised loss will be deducted from your account and reflected in your Digital Wallet.

10.17     The closure of a Contract will generally result in a profit or loss being realised. However, please note that we may not be able to allow you to close a Contract at a particular time and/or at the particular price, for example, without limitation, due to illiquidity, gapping or other execution related issues or other situations set out in these Terms or the PDS.

10.18     We may cancel, terminate, close out, refuse or modify any and all Orders or Contracts in your Account if:

(a)            an Event of Default has occurred; or

(b)            you are involved in a Restricted Activity (see section 25); or

(c)            we reasonably consider that there are abnormal trading conditions; or

(d)            we reasonably consider it necessary for the protection of our rights under the Terms and Conditions; or

(e)            we are unable to make prices in the relevant Contract due to the unavailability of the relevant market information for reasons beyond our control; or

(f)             we consider that you may be in possession of ‘inside information’ within the meaning of section 1042A of the Corporations Act; or

(g)            we consider that you may be in breach of any Applicable Laws; or

(h)            either party is so requested by ASIC or any other regulatory agency or authority; or

(i)              your fail to satisfy the Margin Requirements; or

(j)              the aggregate of the Contract value for your Orders and the Contract value for all other orders for an Underlying Instrument is below the minimum or above the maximum values that we reasonably consider appropriate in the market; or

(k)            we reasonably consider that your trading styles and behaviour are against our risk management policy; 

(l)              we reasonably believe that an Order or Contract has been affected by or entered into on the basis of a system or pricing error of any kind;

(m)          we reasonably believe that an Order or Contract has been submitted or accepted erroneously, or may constitute market abuse, may unduly influence market prices, may cause us to breach Applicable Laws, may have adverse implications for, or adversely affect our arrangement with a third party; or

(n)            in order for us to perform scheduled maintenance and system upgrades associated with the Services.

10.19     To the extent permitted by Applicable Laws, Echuca Trading is not liable for any Loss you may suffer as a result of any Contract close out, or modification or cancellation of Orders under section 10.18, unless caused by our gross negligence or fraud.

10.20     It is possible for a third party to place Orders on your behalf only where a written and properly executed authority has been received and accepted by us appointing the third party as your Authorised Person. We are entitled to assume all Orders from your Account have been validly authorised by you and are not liable for any Claim, Loss, expense or damage arising from the act or omission of any attorney or Authorised Person whether outside their authority or not. It is also your responsibility to ensure that the third party or Authorised Person acting on your behalf has all relevant authorisations or licences to perform such activities.

11.1        A future or futures Contract is an agreement under which you agree to buy an Underlying Instrument at an agreed time in the future. Echuca Trading offers futures Contracts under which you are buying and selling Contracts that represent the value of a specific Digital Asset. The value of these Contracts varies by reference to the value of the underlying Digital Asset in given period of time.

11.2        The futures Contracts we offer include two groups of OTC derivative contracts based on the types of Digital Assets that these Contracts are settled in:

(a)            USDT-Margined Futures; and

(b)            Coin-Margined Futures

Some of these Contracts are perpetual with no specific expiration date, while others are quarterly delivery contracts which expire on the last Friday of the last month of the quarter. You can choose the type of Contract before you enter into a futures Contract.

11.3        You are required to read the PDS on the key characteristics including benefits and risks associated with our futures Contracts and the product specifications on the Trading Platform and Website for further information before you place any Order to trade a futures Contract.

11.4        The Underlying Instruments of futures Contracts are Digital Assets listed on our Website and/or Trading Platform. You do not own the underlying Digital Assets. A Contract does not transfer the legal or beneficial interest in any Underlying Instrument to you and neither party has any right or obligation to acquire or deliver the Underlying Instrument.

11.5        If an Underlying Instrument is subject to a Fork, Downtime or other technical issues, you may be exposed to risks and suffer losses in relating to trading futures Contracts as set out in section 15.

11.6        In order to trade futures Contracts on the Trading Platform you must post Collateral in your Digital Wallet. Depending on market movements, your position may be liquidated and you may sustain a total loss of your Collateral or otherwise fail to have sufficient Margin to satisfy the Margin Requirements. This is because futures trading is leveraged, with a small position in a Digital Asset or index having a much greater risk of loss or prospect of gain. If you are uncomfortable with this level of risk, you should not trade futures Contracts. Please refer to the PDS and the Website for more information (including the risks) associated with trading futures Contracts.

12.1        You agree to maintain a sufficient amount of Margin, including Collateral, at all times to meet Echuca Trading’s Margin Requirements, as such requirements may be modified from time to time. Our Margin Requirements apply throughout the term of each Contract. It is your responsibility to ensure that you have sufficient amount of Margin available on the Account at all times.

12.2        We may or may not notify you that the Margin in your Account, including the Collateral in your Digital Wallet, is insufficient to satisfy the Margin Requirements. If your Margin level falls below relevant Margin Requirements, you must immediately without notice:

(a)            close out some or all open Contracts;

(b)            transfer additional Digital Assets to the Digital Wallet and use them as Collateral; or

(c)            allow us to close out any or all of your Contracts, positions and assets to reduce your leverage, deduct your Digital Assets, and/or place a sell Order of your Digital Assets at the prevailing price available on our trading platform and deduct the sale proceeds in accordance with the Standing Authorisation in section 13 of these Terms.

You agree that we may exercise the Standing Authorisation at our sole discretion, without notifying you beforehand or giving you the options in (a) or (b) above. Even if you effect such transactions in (a) or (b) above, we may cancel one or more Orders, and/or closing out one or more Contracts or part of a Contract, or exercise the Standing Authorisation at our sole discretion without assuming any responsibility towards you for such action.

12.3        If, after your Contracts, positions and assets are liquidated, your Digital Wallet still contains insufficient value and Collateral to satisfy the Margin Requirements, you may be responsible for any additional Collateral required to meet the shortfall, subject to the CFD PIO. Any shortfall will also become immediately due and payable without notice (subject to the CFD PIO) and may trigger Account suspension or closure, or termination of these Terms under section 18.

12.4        We provide to you through the Trading Platform access to information about the Account to enable you to calculate the Margin Requirements. It is your responsibility to understand all relevant information in respect of the Account before placing Orders, including all information in respect of your current open Contract positions. We are not responsible for any losses you may suffer or incur as a result of not monitoring your Account properly or any miscalculations.

12.5        Where we or KuCoin are not able to provide you access through the Trading Platform due to technical reasons, you accept that in circumstances where your Contracts are moving or have moved quickly against you, we may not be able to contact you before our system triggers close out Orders to your Contracts.

12.6        Echuca Trading may, in its sole and absolute discretion, perform measures to mitigate potential losses to you on your behalf, including, but not limited to closing Contracts held in any Digital Asset or index that Echuca Trading or KuCoin plan to delist in accordance with section 26.

12.7        Under certain market conditions, it may be difficult or impossible to liquidate a position. This can occur, for example, if there is insufficient liquidity in the market or due to technical issues on our Trading Platform. In the event that market conditions make it impossible to execute such orders, you may be unable to limit your losses. The use of leverage can lead to large losses as well as gains.

13.1        Standing Authorisation

As a pre-condition to you acquiring any Product or accessing any Service from Echuca Trading, you hereby:

a)     authorise Echuca Trading to deduct, and/or place automated sell orders on your behalf in relation to your Digital Assets in your Digital Wallet, including the Collateral, and direct that the proceeds be provided to us in any of the circumstances set out in these Terms, for example when there is a Margin call or to pay any fees or charges that may be owed to Echuca Trading;

1. that authorisation is not revokable during the period you have Collateral linked to any Products or Services which remain open; and 
2. agree that if, for any reason, you purport to revoke that authorisation, you agree we may place sell orders on your behalf in relation to the Collateral and direct that the proceeds be provided to us for any debts due under these Terms,

(Standing Authorisation).

13.2        Liquidation of Collateral

As part of the Standing Authorisation provided by you:

1. Echuca Trading may debit the Digital Assets in your Digital Wallet, including the Collateral for any amount payable by you to Echuca Trading under these Terms;
2. Echuca Trading (via instructions issued on your behalf to KuCoin) may, in our sole and absolute discretion, instruct KuCoin to liquidate or sell some or all of the Digital Assets, including the Collateral, in the Digital Wallet. We may, in our sole and absolute discretion, instruct KuCoin (via its ancillary service providers) on your behalf to convert the Digital Assets, including the Collateral, held in your Digital Wallet to Fiat Currency and thereafter remit the converted Fiat Currency to Echuca Trading. KuCoin will, to the extent possible, always accept and act on those instructions; and
3. Echuca Trading may also, in our sole and absolute discretion, instruct KuCoin on your behalf to convert the Digital Assets, including the Collateral, into another Digital Asset and thereafter remit the converted Digital Assets to Echuca Trading. KuCoin will, to the extent possible, always accept these instructions. 

13.3        Taxation Risks

You acknowledge and agree that in the event of any liquidation of your Collateral, taxation events may arise and you will be solely responsible for any capital gains or income tax which is payable as a result of any transaction Echuca Trading places on your behalf as part of the Standing Authorisation. You accept there is a risk that a liquidation by Echuca Trading may cause you to incur tax liabilities while also not receiving the proceeds of liquidation of your Collateral, for example if you acquired the Digital Assets forming part of the Collateral at a much lower price than at the time the Collateral is liquidated. If you do not have a clear understanding of the tax consequences of a sale of your Digital Assets, you should not use those Digital Assets as Collateral. You are strongly advised to obtain your own professional taxation advice on these matters.

14.1        Account Types

We have two types of Accounts available for our clients:

a)     Standard Accounts – for retail clients; and

b)     Professional Accounts – for wholesale clients (including sophisticated investors).

We may offer other types of Accounts to our clients from time to time, and/or change the features of certain types of Accounts from time to time. Please refer to the Website for details on the types of Accounts you may open with us.

Currently, the type of Account you are able to open with Echuca Trading is determined based on whether you are a retail or wholesale client. That Account is in addition to your account with KuCoin in relation to the underlying Digital Assets.

14.2        Client Suitability Assessment

When you start the Account opening process with us online, you may be required to conduct a Client Suitability Assessment or equivalent quiz which assesses your trading objectives, source of income, profession and basic knowledge.

 

If you do not meet the minimum qualification criteria (after completing a Client Suitability Assessment) Echuca Trading may not open or may suspend your Account. In the event that you do not meet the minimum qualification criteria, we recommend that you visit our website for useful articles, FAQs and walkthroughs to assist your learning in relation to our Products, leverage, margin, volatility and trading in OTC derivatives (amongst other information). In addition, one of our staff members may contact you to discuss potential solutions to improve your understanding and knowledge of our Products. You are only permitted to re-take the Client Suitability Assessment a limited number of times. 

 

The Client Suitability Assessment is different from our Sophisticated Client Test, which is part of our Wholesale Client Classification Process. The Sophisticated Investor Test is used to assess whether a prospective client is eligible to be considered a ‘sophisticated investor’ as defined under section 761GA of the Corporations Act, and thus can qualify for a Professional Account. Prospective clients will need to score sufficiently highly on the Sophisticated Client Test and once Echuca Trading is satisfied of such assessment, agree to the ‘Wholesale Client Information Statement’, in order to be considered a sophisticated investor and use a Professional Account. This is not an automatic process and you will be required to provide further evidence to demonstrate that you meet the requirements of a sophisticated investor. If you are classified as a sophisticated investor, you may be entitled to trade with higher leverage, but other protections afforded to a retail client, such as negative balance protection and the right to complain to the Australian Financial Complaints Authority, may not be available to you. 

 

As a result of the decentralised and open source nature of Digital Assets it is possible that sudden, unexpected, or controversial changes (Forks) can be made to any Digital Asset that may change the usability, functions, value or even name of a given Digital Asset. Such Forks may result in multiple versions of a Digital Asset and could lead to the dominance of one or more such versions of a Digital Asset and the partial or total abandonment or loss of value of any other versions of such Digital Asset.

Echuca Trading’s Products and Services do not accommodate any Forks of any kind. When trading or holding any of our Products, you should operate under the assumption that both Echuca Trading and KuCoin will never support any Fork of any Digital Asset.

Echuca Trading’s Products and Services do not include any support for the distribution of assets based on a triggering fact or event, such as the possession of another asset (each an Airdrop), the provision of rewards, payment for participation in a Digital Asset’s protocols (Staking Rewards), or any other distributions or dividends that you might otherwise be entitled to claim based on use or possession of a Digital Asset (collectively, Digital Asset Distributions).

In the event of a Fork of a Digital Asset, we may be forced to suspend Products referring to Digital Assets the subject of a Fork (including opening of new positions in Products which reference the Fork) for an extended period of time, until we have determined in our sole and absolute discretion that such functionality can be restored (Downtime). This Downtime may occur at the time that a Fork of a given Digital Asset occurs, potentially with little to no warning. During such Downtime, you understand that you may not be able to open or close a position concerning a Product which references a Fork of a Digital Asset, which may expose you to the risk of loss which you may be unable to mitigate during the Downtime.

Echuca Trading cannot prevent or mitigate attacks on blockchain networks or applications or Digital Assets and has no obligation to engage in activity in relation to such attacks. In the event of an attack, or if we confirm that a Digital Asset, application or any blockchain network is compromised, Echuca Trading reserves the right to take commercially reasonable actions, including, but not limited to, immediately halting Products which reference the targeted Digital Asset, or cease accepting Standing Authorisations for Collateral in the Digital Asset. If such an attack caused the Digital Asset to greatly decrease in value, we may discontinue trading the Products which reference the Digital Asset entirely.

We make no representation and we do not warrant the security or safety of any blockchain network, application or Digital Asset and you assume all liability for any lost value or stolen property in the event of an attack on a blockchain network, application or Digital Asset.

Subject to your compliance with these Terms and any other agreement which may be in place between you and Echuca Trading related to your use of the API, Echuca Trading hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sub licensable license, to use the API solely for the purposes of your trading using your Account. You agree to not use the API or data provided to you through the API for any other commercial purpose. Your access and use the API entirely at your own risk and Echuca Trading will not be responsible for any actions you take based on the API.

Echuca Trading may, at its sole and absolute discretion, set limits on the number of API calls that you can make,   for example, to maintain market stability and integrity. You acknowledge and agree that if you exceed these limits, Echuca Trading may moderate your activity or cease offering you access to the API (or any other API offered by Echuca Trading), in our sole and absolute discretion. Echuca Trading may immediately suspend or terminate your access to the API without notice to you, if we believe that you are in violation of these Terms or any other agreement which may be in place between you and Echuca Trading.

18.1        Echuca Trading may, without liability to you or any third party, do one or all of: refusing to let you open/register an Account, suspending your Account, terminating your Account, terminating the Terms and Conditions including your rights associated with the use of the Trading Platform, or terminating your use  of one or more of its Services, immediately without notice to you, if, in our sole and absolute discretion, we consider that one or more of the following events has occurred:  

(a)        an Event of Default;

(b)        you are involved in a Restricted Activity;

(c)        you are a Restricted Person or resident or located in a Restricted Jurisdiction;

(c)        inactivity of your Account for over a reasonable period of time;

(d)        your failure to respond to customer support requests after being given reasonable time to respond;

(e)        we cannot positively identify you based on the information you have provided or in order to comply with our obligations under AML/CTF Laws; or

(f)         you have violated any Applicable Laws.

18.2        In the event that we exercise our rights under 18.1, we may also notify KuCoin of our decision, which may lead to a suspension or freezing of your Digital Wallet and a suspension or loss of your account with KuCoin.

18.3        We may temporarily suspend access to your Account or the Trading Platform in the event that a problem causes system outage, trading, pricing, Trading Platform or Account errors until the problem is resolved.

18.4        You may apply to terminate this Agreement at any time by applying to close your Account in accordance with these  Terms. In order to do so, you should contact us for assistance. You may not close an Account if we determine, in our sole and absolute discretion, that such closure is being performed in an effort to evade a legal or regulatory investigation or to avoid paying any amounts otherwise due to Echuca Trading (or its affiliated entities). Prior to and upon closure or suspension of your Account, you hereby authorise Echuca Trading to close, cancel or suspend any pending Orders or Contracts in your Account and exercise the Standing Authorisation in order to settle any outstanding Claims, Losses or fees owing in respect of your Account.

18.5        We reserve the right to notify KuCoin if (i) your Account has been suspended or closed by us in accordance with these Terms; (ii) if we deem necessary to comply with obligations under Applicable Laws; or (iii) you have not completed any required identity verification procedure (including whether a verification was performed by KuCoin and shared with us or not).

18.6        In the event that you or Echuca Trading terminates these Terms, or suspends, de-activates or closes your access to the Account or the Services, you remain liable for all activity conducted with or in connection with your Account while it was open and for all amounts due in connection with such activity.

The following risks associated with Digital Assets and the Services are not exhaustive. For further information about the risks associated with using our Services, Products and the Trading Platform, please refer to the PDS.

19.1        No Personal Advice

Echuca Trading does not advise on the merits of any particular transactions, trading risks, or tax consequences, and Echuca Trading does not provide any other financial, investment, or legal advice in connection with its Products or Services. Information contained in these Terms, the PDS, FSG, TMD (and any other relevant documents) is general and does not constitute a recommendation or advice regarding Echuca Trading’s Products. To the extent that we or our representatives provide trading recommendations, market commentary, or any other information, the act of doing so is incidental to your relationship with us and such information should not be construed as investment or financial advice. Any decisions to buy or sell our Products are made by you alone    and Echuca Trading does not accept any liability for any loss suffered.

You accept the risk of trading in our Products by registering your Account with us. In entering into any transaction involving our Products, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction, the Products/Services and the Underlying Instrument. You represent that you have sufficient knowledge, market sophistication and have obtained, or have had the opportunity to obtain, professional advice to make your own evaluation of the merits and risks of any  transaction, acquiring or disposing of the Products or Services or the risks of any Underlying Instrument.

19.2        Digital Asset and Volatility

Trading in Digital Assets can be extremely risky and volatile, and trading in our Products, which involve leverage, increases that risk and volatility. Digital Assets may have unique features that make them more or less likely to fluctuate in value than other assets. Factors beyond Echuca Trading’s control include regulatory activity, market manipulation, and unexplainable price volatility. These factors may affect market liquidity for a particular Digital Asset and impact a Product referencing that asset. For instance, Blockchain networks may go offline as a result of bugs, Forks, or other unforeseeable reasons. As a general rule, if you have limited trading experience and low risk tolerance, you should not engage in active trading with leveraged products such as our Products. Speculating on the value of Digital Assets is high risk and speculating on leveraged products, including the Products amplifies that risk and you should never trade or provide more Collateral than what you can afford to lose.

Understanding Digital Assets requires advanced technical knowledge. Digital Assets are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer code in order to appreciate the inherent risks. The listing of a Product referencing a Digital Asset does not indicate Echuca Trading’s approval or disapproval of the underlying technology or project to which the Digital Asset relates and should not be used as a substitute for your own understanding of the risks specific to that Digital Asset. We provide no warranty as to the suitability of any Digital Asset referenced by our Products and offered under these Terms and we assume no fiduciary duty to you in connection with such use of the Services, or our Standing Authorisation.

19.3        OTC Derivatives

Trading of OTC derivatives, including futures Contracts may not be suitable for you and should only be used if you understand the consequences of seeking daily inverse or leveraged results.

OTC derivatives are complex products, suitable for experienced investors and you should not engage in transactions using our Products unless you properly understand the nature of OTC derivatives and are comfortable with the associated risks. Echuca Trading strongly recommends that you obtain independent financial advice prior to trading our Products.

The risks involved in trading OTC derivatives (including our Products) include but are not limited to the following:

(a)            they do not trade on an exchange or regulated market and you do not have the protections normally associated with trading on a regulated marketplace;

(b)            unlike direct investments made by trading on an exchange, OTC derivatives are not standardised;

(c)            they are speculative, carrying a significant level of risk where you may lose the entirety of your Digital Assets held in your Digital Wallet;

(d)            you are able to trade our Products with leverage which has the effect of magnifying both gains and losses;

(e)            trading OTC derivatives does not provide you with an interest or rights in the Underlying Instrument;

(f)             you cannot close out one of our Products by giving instructions to another provider, broker, exchange, or another Australian financial services licensee;

(g)            there is no clearing house for our Products, and the performance of a contract is not ‘guaranteed’ by an exchange or clearing house; and

(h)            trading through your Digital Wallet may have restrictions if you fail to satisfy the Margin Requirements.

There are also certain risks which are specific to trading futures Contracts, which we address further in this section below.

For further information relating to our Products (and the risks associated with these products) please refer to our PDS. You agree and acknowledge that you have received, read and understood the risk disclosures relating to OTC derivatives provided in these Terms and the PDS.

19.4        CFDs

We treat our Products as if they are CFDs. A CFD is an agreement where you may gain exposure to the variations in the price of an Underlying Instrument. Relevantly, the price of the CFD is based on the price or level of the relevant Underlying Instrument, which may be an index, commodity, futures contract, Digital Asset or other Underlying Instrument as may be notified to you from time to time. CFDs are sophisticated, high-risk, OTC derivatives issued by Echuca Trading. They share all the risks associated with OTC derivatives. In addition, by trading CFDs:

(a)            you must fund your Account with Echuca Trading before any CFD can be issued to you. You can do this by paying at least the initial margin required by the PDS;

(b)            you remain liable to maintain Margin that satisfies Margin Requirements as required by the PDS and Echuca Trading from time to time. If you do not satisfy the Margin Requirements or do not pay the required Margin call by the required time, your CFDs Contracts can be closed out;

(c)            CFDs are leveraged instruments since you are required to pay to Echuca Trading the margin component only, not the full value of the Underlying Instrument.

19.5        Futures Contracts

Futures Contracts involve margin and leverage, and as such, you may feel the effects of any losses immediately. If movements in the markets for a futures Contract or the underlying Digital Asset decrease the value of your position in a futures Contract, you may be required to have or provide additional Collateral. If your Collateral falls under the minimum Margin Requirements we set, your Contract position may be liquidated at a loss, and you will remain liable for any deficit in that Collateral.

19.6        Supply and Value of Digital Assets

The value of Digital Assets which our Products reference may be derived from the continued willingness of market participants      to exchange Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear.

You acknowledge and agree that our Products and Services features available in one jurisdiction may not be available for trading or to access, as applicable, in another.

19.7        Blacklisted Addresses and Forfeited Funds

Digital Assets are recorded on blockchains. Echuca Trading reserves the right to notify KuCoin of Blacklisted Addresses and KuCoin may freeze associated Digital Assets (temporarily or permanently) that it determines, in its sole and absolute discretion, are associated with illegal activity or activity that otherwise violates these Terms (including but not limited to section 41). In the event that you send Digital Assets to a Blacklisted Address, or receive Digital Assets from a Blacklisted Address, KuCoin may freeze such Digital Assets and we may take steps to immediately  terminate your Account.

In certain circumstances, Echuca Trading may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and you may forfeit any rights associated with your Digital Assets, including the ability to redeem your Digital Assets for Fiat Currency via KuCoin or its ancillary service providers. KuCoin may be required to freeze Digital Assets or your Digital Wallet in the event it receives a legal order from a valid government authority requiring it to do so.

19.8        Software Protocols and Operational Challenges

The software protocols that underpin Digital Assets are typically open source projects, which means that (i) the development and control of such Digital Assets is outside of Echuca Trading’s control and such software protocols are subject to sudden and dramatic changes that might have a  significant impact on the availability, usability or value of a given Digital Asset.

You are aware of and accept the risk of operational challenges. Echuca Trading relies on the Trading Platform and Website which are maintained by KuCoin. The Trading Platform and Website may experience sophisticated cyber attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to the Services. You understand that the Services may  experience operational issues that lead to delays. You agree to accept the risk of transaction failure resulting from unanticipated or heightened technical difficulties, including those resulting      from sophisticated attacks. You agree not to hold Echuca Trading or KuCoin accountable for any related losses.

You understand that the technology underlying Digital Assets are subject to change at any time, and such changes may affect your assets stored in your Digital Wallet. You claim full responsibility for monitoring such technological changes and understanding their consequences  for your Digital Assets and Products you acquire. You must conduct all trading on your own Account and Echuca Trading does not take any responsibility for any loss or damage incurred as a result of your use of any of our Services or your failure to understand the risks associated with the Digital Assets and our Products or if you permit a third party to operate your Account.

19.9        Compliance

You are responsible for complying with Applicable Laws. You agree that Echuca Trading is not responsible for determining which laws may apply to your transactions, including but not limited to taxation law. You are solely responsible for reporting and paying any taxes arising from your use of the Services and Products.

19.10     Legislative and Regulatory Changes

Legislative and regulatory changes or actions at the domestic or international level may adversely affect the use, transfer, exchange, and value of Digital Assets and the associated Products or Services we offer.

19.11     No Deposit Protection

The Digital Assets held in your Digital Wallet by KuCoin are not eligible for any public or     private deposit insurance protection of any kind.

19.12     Echuca Trading and KuCoin are not Holding Client Money or Client Property

No Fiat Currency is deposited with Echuca Trading or Kucoin, and Echuca Trading and Kucoin are not holding any ‘client money’ as defined in the Corporations Act and ASIC Regulatory Guide 212 (Client Money).

KuCoin will only hold Digital Assets and is not holding any Client Money. Kucoin is not required to comply with the Part 7.8, Division 3 of the Corporations Act in relation any Digital Assets which it receives from clients.

Similarly, Echuca Trading and KuCoin are not holding any Client Property as defined in the Corporations Act and are not obliged to treat any Collateral as Client Property. The only right Echuca Trading has in relation to any Collateral which you provide to KuCoin is the right to deduct and/or place sell orders on your behalf in the circumstances set out in these Terms.

19.13     Digital Asset Distributions not Supported

Certain Digital Assets are built on protocols that support Digital Asset Distributions, including, but not limited to, Forks, Staking Rewards and Airdrops (as defined in section 15 above). Echuca Trading is not obligated to support any such Digital Asset Distributions for any holder of Products which reference such Digital Assets eligible for Digital Asset Distributions.

We reserve the right to change, suspend, or discontinue any aspect of the Products or Services at any time, including hours of operation or availability of any feature, upon reasonable notice (including without notice) to you and without liability. We may, in our sole and absolute discretion, decline to process any Order and may limit or suspend your use of  one or more Products or Services at any time. Suspension of your use of any of the Products or Services will not affect your rights and obligations pursuant to these Terms.

We may, in our sole and absolute discretion, decline to process Orders if (i) we believe the transaction is suspicious; (ii) the transaction may involve fraud or misconduct; (iii) it violates Applicable Laws;      or (vi) it violates these Terms.

In consideration for the use of the Services, you agree to pay to Echuca Trading the fees we publish in our fee schedule displayed on the Website (Fee Schedule). We may revise or update the Fee Schedule in our sole and absolute discretion from time to time. On request, we may make available an alternative fee schedule (Alternative Fee Schedule) to you if you satisfy certain criteria (such as in relation to trading volume), which we determine in our sole and absolute discretion. You authorise us to issue a transfer request to KuCoin on your behalf to pay to us any applicable fees from your Digital Wallet at the time you make a transaction which includes a fee. Changes to the Fee Schedule or Alternative Fee Schedule are effective as of the date set forth in any revision and will apply prospectively from that date forward.

Echuca Trading does not, as a general rule, participate in promotions or partnerships without an official pronouncement, either on the Website or elsewhere. You shall obtain prior written approval prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Echuca Trading.

You are responsible for maintaining the confidentiality and security of any and all account names, User IDs, passwords, and any other security feature that you use to access the Services. You are responsible for (i) keeping your email address up to date in your Account profile; and (ii) maintaining the confidentiality of your information and the security of your Account, which includes the enabling of all relevant security features.

You agree to notify Echuca Trading immediately if you become aware of any unauthorised use of the Services or any other breach of security regarding the Services. Echuca Trading will not be liable for any loss or damage arising from your failure to protect your Account or your information.

We shall not bear any liability for any damage or interruptions caused by any computer viruses, spyware or other malware that may affect your computer or other equipment, or any phishing, spoofing, or other attack. If you question the authenticity of a communication purporting to be from Echuca Trading, you should login to your Account through the Website, not by clicking links contained in emails.

Echuca Trading will only collect, maintain, use and disclose personal information provided to us strictly in accordance with the Australian Privacy Principles in the Privacy Act 1988 (Cth) and our Privacy Policy. You should carefully read our Privacy Policy, which provides details on how your personal information is collected, stored, protected and used.

In connection with your use of the Services, you will not:

(a)            violate or assist any party in violating any Applicable Laws;

(b)            provide false, inaccurate, incomplete or misleading information;

(c)            infringe upon Echuca Trading’s, KuCoin’s or any third party's copyright, patent, trademark, or intellectual property rights;

(d)            engage in any illegal activity, including without limitation illegal gambling, money laundering, fraud, blackmail, extortion, ransoming data, the financing of terrorism, other violent activities or any prohibited market practices;

(e)            use Teamviewer, TOR Browser or other tools designed to anonymize access to the Services;

(f)             use multiple IP addresses or devices to create price arbitrage;

(g)            use trading methodologies that have the effect of undermining the integrity of the Services;

(h)            distribute unsolicited or unauthorised advertising or promotional material or written media;

(i)              release public announcements and public disclosures, junk mail, spam or chain letters;

(j)              use a web crawler or similar technique to access our Services or to extract data;

(k)            reverse engineer or disassemble any aspect of the Website, the Trading Platform, the API, or the Services in an effort to access any source code, underlying ideas and concepts and algorithms;

(l)              perform any unauthorised vulnerability, penetration or similar testing on the API, Website or the Trading Platform;

(m)          take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or which detrimentally interferes with, intercepts, or expropriates any system, data  or information;

(n)            transmit or upload any material to the API, Website or the Trading Platform that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs;

(o)            otherwise attempt to gain unauthorised access to or use of the API, Website, the Trading Platform, other Echuca Trading Accounts, computer systems, or networks connected to the Website, through password mining or any other means;

(p)            assign, novate or transfer any rights granted to you under these Terms;

(q)            engage in any other activity which, in our reasonable opinion, amounts to or may amount to market abuse including without limitation the carrying out of fictitious transactions or wash trades, front running or engaging in disorderly market conduct; or

(r)             engage in any behaviour which is unlawful, violates these Terms, or is otherwise deemed unacceptable by Echuca Trading in its sole and absolute discretion.

Echuca Trading may, in its sole and absolute discretion, choose to discontinue support for a Digital Asset or supported Product at any time, based on a number  of factors, including changes in characteristics. Echuca Trading may also add additional Digital Assets or products at any time.

A transaction on the Trading Platform may fail for several reasons, including without limitation, change in prices, insufficient margin, Downtime, blockchain attacks or unanticipated technical difficulties. Echuca Trading is under no circumstances liable for any Claim or Loss by a failure of a transaction to complete properly or in a timely manner. Further, Echuca Trading are in no way responsible for notifying you of a transaction failure, although you are able to see any such failures on the Website. You have full responsibility to inquire into the failure of any transaction that you initiate.

In the event that you receive any data, information, or software through our Services other than  that which you are entitled to receive pursuant to these Terms, you agree to immediately notify us and you will not use, in any way whatsoever, such data, information or software. If you request a withdrawal of Digital Assets from KuCoin, KuCoin may not comply with the request until you have closed sufficient Contracts with us to allow you to make the withdrawal.

We may refuse to execute an Order or trade, or impose trade amount limits or restrictions at any time, in our sole and absolute discretion without notice to you. Specifically, we reserve the right to refuse to process, or the    right to cancel or reverse, any transaction, if we suspect the transaction involves money laundering, terrorist financing, fraud, any other type of crime, or if we suspect the transaction relates to a Restricted Activity as stated in these Terms. Echuca Trading reserves the right to request that KuCoin halt any deposit or conversion activity at our sole and absolute discretion.

Echuca Trading may correct, reverse, or cancel any trade impacted by an error in processing a transaction including in the circumstances contemplated by clause 10.18(k) or where the trade is subsequently determined to be unrepresentative of the actual market valuation of the Underlying Instrument or an Event of Default under the Terms and Conditions. Where this occurs, profits you have made from any corrected, reversed or cancelled trade may be withheld, amended or confiscated. This is exercised in our unfettered discretion, so you have risk of a Contract later being cancelled, whether or not you were aware that there was an error in the pricing or an Event of Default which we later decide has occurred. In the absence of our fraud or gross negligence, we will not be liable to you for any Claim or Loss following any such cancelation.

Your remedy in the event of any error will be limited to seeking to cancel an Order or requesting a refund of any amounts charged to you. Echuca Trading does not guarantee such cancellations or refunds will be possible and any cancellation refund will be at our sole discretion.

Orders may be partially filled or may be filled by a number of orders, depending on    the trading activity at the time an Order is placed. Echuca Trading’s relationship with you under these Terms is as principal and counterparty with respect to trades entered into on the Trading Platform.

The Products available for purchase may be subject to high or low transaction volume, liquidity, and volatility at any time for potentially extended periods. You acknowledge that while Echuca Trading uses commercially reasonable methods to provide pricing information to you through our Services, the pricing information we provide may differ from prevailing pricing available via other platforms. Similarly, the  actual market rate at the time of your trade may be different from the indicated prevailing rate. You agree that you assume all risks and potential Losses associated with price fluctuations or differences in actual versus indicated rates.

These Terms are provided to you and concluded in English. We will communicate with you in English for all matters related to your use of our Services unless we elect, in our sole discretion, to provide support for other languages.

You acknowledge and agree that any materials that you provide on our Trading Platform or one of our social media accounts, regarding Echuca Trading or the Services whether by email, posting to the Website or social channels, or otherwise, are non-confidential and    will become the sole property of Echuca Trading. These materials may include, but are not limited to, questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creative materials or other information or commentary.

Echuca Trading and our affiliates will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use and dissemination of such feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You hereby represent and warrant to us that any Digital Assets used by you as Collateral in connection with the Products or Services are either owned beneficially by you or you are authorised to carry out transactions  using such Digital Assets. You also represent and warrant and that all transactions initiated with your Collateral are for your own Digital Assets and not on behalf of any other person or entity.

You will be able to see a record of your transactions via your Account which you may wish to use for the purposes of making any required tax filings or payments. It is your responsibility to determine what, if any, taxes apply to your activities on the Trading Platform, and to collect, report, and remit the correct tax to the appropriate tax authority. Echuca Trading is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any  taxes arising from any transaction, including any taxation arising from the sale of Collateral.

For further information relating to taxation implications of trading our Products, please refer to the PDS.

You agree to indemnify and protect Echuca Trading, its affiliates, service providers, officers, directors, agents, joint venturers, employees, and representatives from any Claim or Loss (including Consequential Loss) arising out of your breach of these Terms or your violation of Applicable Laws.

If you have a dispute with one or more other users or third parties, you release Echuca Trading (and its affiliates, service providers, officers, directors, agents, joint ventures, employees, and representatives) from any Claims or Losses (including Consequential Loss) relating to that dispute.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ECHUCA TRADING AND OUR AFFILIATES AND SERVICE PROVIDERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS,     JOINT VENTURERS, EMPLOYEES, AND REPRESENTATIVES WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL LOSS, (EVEN IF ECHUCA TRADING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, STATUTES, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CONSEQUENTIAL LOSS. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES AND CLOSE YOUR ACCOUNT. THE SERVICES ARE PROVIDED AS IS AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS OR IMPLIED. ECHUCA TRADING, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ECHUCA TRADING MAKES   NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU WILL MEET YOUR EXPECTATIONS.

Echuca Trading will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstances beyond our reasonable control (including but not limited to epidemics, pandemics, blockchain congestion or attacks, change of Applicable Laws, regulatory or policy change, court judgment or orders, administrative action, Government sanctions or orders, whether known or unknown at the time the parties enter into these Terms).

These Terms and any non-contractual obligations arising in relation to these Terms are governed by the Applicable Laws of New South Wales, Australia. The parties agree to submit to the exclusive jurisdiction of the courts of New South Wales, Australia.

We may amend any portion of these Terms at any time by posting the revised version of these  Terms with an updated revision date on the Website. The changes will become effective, and shall be deemed accepted by you, the first time you use the Services after the initial posting of the revised Terms and shall apply on an ongoing basis with respect to transactions initiated after the posting date. If there are any material changes to the Terms which may materially affect your rights and obligations, we will seek to notify you of the changes before posting the revised Terms on the Website, or making the revised Terms effective. In the event that you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account.

You may not transfer or assign these Terms or any rights or obligations you have under these Terms without our prior written consent or otherwise and any such attempted assignment shall be void. At any time and upon 30 days written notice, we may assign or transfer these Terms and the rights and obligations under these Terms to any of our affiliates or a third party if we are acquired by a third party entity. If you object to such transfer or assignment, you should stop using our Services and terminate these Terms by contacting us and requesting to close your Account.

Upon termination of your Account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.

If you grant express permission to a third party to connect to your Account (or Digital Wallet), either through the third party’s product or through the Trading Platform, you acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under  this Agreement. Further, you acknowledge and agree that you will not hold Echuca Trading responsible for, and will indemnify Echuca Trading from, any liability arising from the actions or inactions of such third party in connection with the permissions you grant.

Echuca Trading strives to provide accurate and reliable information and content on its Website, but such information may not always be correct, complete, or up to date. Echuca Trading will update the information on the Website as necessary to provide you with the most up to date information, but you acknowledge and agree that you shall not rely on such information for the purpose of making any financial or investment decisions. The Website may also contain links to third party websites, applications, events or other materials (Third Party Content). Such information is provided for your convenience and links or references to Third Party Content do not constitute an endorsement by Echuca Trading of any products or services. Echuca Trading shall have no liability for any losses incurred as a result of actions taken in reliance on the information contained in any Third Party Content.

Echuca Trading grants you a limited, revocable, non-exclusive, non-sub licensable, and non-transferable license, subject to these Terms, to access and use the Services solely for the purpose of acquiring Echuca’s Products and Services. Any other use of the Services is expressly prohibited. Echuca Trading and its licensors reserve all rights in the Services and you agree that these Terms do not grant you any rights in, or licenses to the Services except for the limited license set out above.

Except as expressly authorised by Echuca Trading, you agree not to modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in whole or in part. If you violate any portion of these Terms, your permission to access and use the Services may be terminated pursuant to these Terms. KUCOIN.com, KUCOIN, Echuca Trading and all logos related to the Services are either trademarks, or registered marks of Echuca Trading or its licensors. You may not copy, imitate, or use them without Echuca Trading’s prior written consent. All right, title, and interest in and to the Website, any content thereon, the Services, and any and all technology or content created or derived from any of the foregoing is the exclusive property of Echuca Trading and its licensors.

The Services are subject to all applicable export control restrictions, and, by using the Services, you represent that your actions are not in violation of such export control restrictions. Without limiting the foregoing, you may not use the Services if (i) you are a citizen of, established or resident in, or located in a Restricted Jurisdiction; (ii) you are a Restricted Person; (iii) you intend to transact with any Restricted Jurisdiction or Restricted Persons or Blacklisted Address; (iv) you are located, incorporated or otherwise established in, or a citizen or resident of, a jurisdiction where it would be illegal under Applicable Laws for you (by reason of your nationality, domicile, citizenship, residence or otherwise) to access or use the Services; or (v) the publication or availability of the Services is prohibited or contrary to Applicable Laws, or could subject Echuca Trading to any local registration or licensing requirements.

Any failure of Echuca Trading to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision.

If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and remain enforceable between the parties.

The headings and any explanatory text are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section.

These Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and Echuca Trading and its affiliates, and no other person shall assert any rights as a third     party beneficiary hereunder.  

We often post notices and relevant Services information in our on our website, so we advise you to check those channels before contacting support.

Blog: www.kucoin.com/en-au/blog
Email: support@echucatrading.com.au

To contact us, please visit one of the links or channels above. For support with your Account, you may email us at support@echucatrading.com.au Please provide all relevant information, including your Echuca Trading username and transaction IDs of any related deposits.