IFS TEAM PTY LTD (ACN 676 689 660) care of Halifax Corporate Services Pty Ltd, 1142 North Road, Oakleigh South VIC 3167 ("Supplier")

The Supplier will provide Products and the Services to the Customer on the Terms as set out in these Customer Terms. The terms Supplier, Customer, Guarantor, Products and Services are as listed in the Customer Agreement.

About Mining

All cryptocurrency mining, whether investing in a mining rig or cloud mining, involves substantial risk of loss and is not suitable for everyone. Cryptocurrencies’ valuations may fluctuate, resulting in potential for Customers to lose all their funds invested. The nature of cryptocurrency is highly leveraged whereby small market movements make a massive difference of either large losses or large gains. The Customer must understand, acknowledge and agree that the Customer may lose all funds invested.  The Customer is the one responsible for all risks, losses and financial resources used by the Customer and for any chosen systems. The Customer must not engage in mining unless the Customer fully understands the nature of the transactions entered and the extent of exposure to loss. If the Customer do not fully understand these risks, the Customer must seek independent advice from the Customer financial advisor. All strategies and or purchase of mining hardware are at the Customer own risk.

1. Agreement

1.1 The Customer Agreement and these Customer Terms (“Terms”) constitute the entire terms of the agreement between the Supplier and the Customer.

1.2 Unless otherwise agreed by the Supplier in writing, the Terms apply exclusively to every use of https://ifsteam.com.au/ (“Website”) and every Order placed by the Customer (“Order”) and cannot be varied or replaced by any other terms, including the Customer’s Terms of purchase (if any), except for updated Terms of the Supplier.

1.3 By visiting the Website and/or purchasing any of the Products or Services from the Supplier and/or directly or from the Website, the Customer agrees to be bound by the Terms. These Terms apply to all Customers, and all users of the Website, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.  

1.4 Please read these Terms carefully before purchasing any Products and/or Services and/or accessing or using the Website. By accessing or using any part of the Website, each Customer agrees to be bound by these Terms. If the Customer does not agree to all of the Terms, then such Customer may not purchase any Products or Services from the Supplier or access the Website. If these Terms are considered an offer, acceptance is expressly limited to these Terms.

1.5 The Customer may not sub-contract, assign or vary its rights under the Terms without the prior written consent of the Supplier. In the event of any ambiguity, conflict or confusion between the purchase or written Order issued by a Customer for the supply of Products, these Terms shall prevail.

1.6 Any content on the Website or in the Supplier’s online communities or social media, should not be relied upon as financial or other advice or construed as providing recommendations of any kind. It is the Customer’s responsibility to confirm and decide on investments and whether or not to mine and to purchase a mining rig. It is strongly recommended that Customers only trade with money that they are able to lose without it affecting their lifestyle and ability to meet the Customer financial obligations.

1.7 The Customer acknowledges and agrees that past results are no indication of future performance.

1.8 The Customer acknowledges and agrees that all images are for illustration purposes only and actual Products may differ. The Supplier will aim to include up-to-date pictures and specifications of all of the Products, however, pictures and/or descriptions of the Products may differ from the actual Products.

1.9 All prices quoted on the Website are quoted in Australian Dollars and are inclusive of GST except where otherwise stated.

2. Use of Website

2.1 The Customer agrees not to reproduce, duplicate or copy any portion of Website without express written permission provided by the Supplier.

2.2 The Customer may be able, through hypertext or other computer links, to gain access to other websites ("Linked Websites").  Unless otherwise specified, the Linked Websites are not under the Supplier’s control and the Supplier will not be liable for any loss or damage to the Customer.

2.3 Except as these Terms specifically state, or as contained in any express warranty provided by the Supplier, the agreement for the supply of the Products or Services from the Supplier to the Customer does not include by implication any other term, condition or warranty in respect of the quality, merchantability, acceptability, fitness for purpose, condition, description, assembly, manufacture, design or performance of the Products or Services or any contractual remedy for their failure.

2.4 The Customer must not upload, post, transmit or otherwise make available through the Website any material which:

2.4.1 violates or infringes the rights of others (including their privacy and intellectual property rights);

2.4.2 is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;

2.4.3 encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law;

2.4.4 restricts or inhibits any other user from using or enjoying the Website;

2.4.5 affects the functionality or operation of the Website or its servers or the functionality or operation of any user’s computer systems (e.g. by transmitting a computer virus or other harmful component, whether or not knowingly); or

2.4.6 breaches any standards, content requirements or codes promulgated by any relevant authority, including authorities that require the Supplier to take remedial action under any applicable industry code.

3. Copyright and Intellectual Property Ownership

3.1 All information and materials on the Website are protected by copyright.

3.2 The Customer acknowledges and agrees that:

3.2.1 the Supplier owns all the intellectual property, which includes but is not limited to all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trade marks, designs, patents, circuit lathe Customers, business and domain names, inventions, and other results of intellectual activity in the industrial, commercial, scientific or artistic fields, any drawings or making of the Products and Services, all copyright, Website and all the contents of the Website (“Intellectual Property”);

3.2.2 the Customer will not acquire any interest in the Intellectual Property, including the Website and any of its contents, the Products or Services; and

3.2.3 all content, coding, graphics, design, and any information available on the Website are protected by copyright, trade mark or other Intellectual Property rights and laws and remains the property of the Supplier or third party suppliers as the case may be.

3.3 The Customer further acknowledges that the use or duplication of the Intellectual Property in any other way other than as approved and agreed to by the Supplier would constitute a breach of the Supplier’s Intellectual Property rights and would be a fundamental breach of these Terms. However, the Customer may download and print these Terms and the Privacy Policy for their personal non-commercial use.

3.4 © IFS TEAM PTY LTD ACN 676 689 660. All rights reserved.

3.5 All trade marks and trade names which appear on the Website are proprietary to the Supplier or a third party listing its intellectual property on the Website.  Use of these trade marks without the owner's consent will infringe the owner's intellectual property rights.  Nothing on the Website should be interpreted as granting any rights to use or distribute any names, logos or trade marks except with the express written consent of the respective owner.

3.6 If the Customer are a competitor of the Supplier and the Customer create documents, website or anything similar to those of the Supplier for the purpose of providing them to third parties, whether these third parties are business users or domestic users, the Supplier expressly excludes and does not permit the Customer to use or access the Website or any of its information, to use or download any documents or any information, from the Website or any other source. If the Customer breach our Intellectual Property rights by using the Supplier’s documents, or the Products or Services, the Customer will be liable for any loss that the Supplier may incur.  The Supplier will hold the Customer accountable for all profits that the Customer might make from using the Supplier’s Intellectual Property.

3.7 The Supplier reserves the right to deny access to the Website to any person or business.

3.8 The permission granted to use material on the Website terminates automatically if the Customers breach any of these Terms.

4. User Details and Privacy

4.1 The Customer agrees to take responsibility for the safekeeping of their username and password to access the Website.

4.2 The Customer is liable if their username or password is used by an unauthorised person. The Customer agrees to release and indemnify the Supplier in connection with any use (whether authorised or unauthorised) of the Customer’s username or password. The Supplier may suspend or cancel the Customer account at any time without prior notice.

4.3 The Supplier will not reveal the Customer’s personal information to external organisations except for the purposes of fulfilling the Customer’s Order.

5. Orders and Payment

5.1 No price list, range, book, catalogue or quotation given by the Supplier shall constitute an offer to supply Products and Services to the Customer.

5.2 Any Order for the supply of Products and Services must be in writing and shall not be binding upon the Supplier until accepted by the Supplier (“Confirmed Order”).

5.3 The Confirmed Order may list suggested substitution of Products for Products not being produced or unavailable.

5.4 Any Orders made by telephone, email or via an employee or agent of the Supplier, are done so in accordance with these Terms.

5.5 All Orders placed with the Supplier by the Customer shall be deemed to be an offer by the Customer to purchase the Products and Services subject to these Terms.

5.6 All Products and Services supplied and their prices shall be specified in the Order, unless otherwise agreed to by the parties.

5.7 Unless otherwise advised by the Supplier, the Customer must pay for the Products and/or Services as specified in the Order provided by the Supplier to the Customer.

5.8 Any special terms concerning payment by the Customer will be detailed on page 1 in the Customer Agreement which forms part of these Terms.

5.9 The Customer acknowledges that, by placing any Order, the Customer is agreeing to pay for and accept delivery of the Products Ordered as well as for the Supplier to provide the Services to the Customer unless the Customer requests to cancel that Order, and the Supplier agrees to the cancellation and sends the Customer written confirmation of the cancellation prior to the Products being dispatched to the Customer. Cancellation is at the Supplier’s discretion.

5.10 Unless otherwise agreed in writing, any payments can be made using EFT, VISA, MasterCard and bitcoin.

5.11 Payment terms may be revoked or amended at the Supplier’s sole discretion immediately upon giving the Customer written notice.

5.12 The time for payment is of the essence and all invoices should be paid on or before the due date.

5.13 The Supplier may change any prices published on the Website at any time. While every effort is made to ensure the accuracy of prices and information displayed on the Website, the Supplier reserves the right to accept or reject any Customer offer for any reason, including without limitation, the unavailability of any Product, an error in the price or the Product description posted on the Website, or an error in any Order.

5.14 All electricity and maintenance invoices must be paid a month in advance. The applicable electricity rate is as specified in the Customer Agreement, as amended by notice in writing from the Supplier. If payment for such invoices is not made with 14 days, the Supplier will charge interest pursuant to clause 13.1.1 of these Terms and if the invoice is not paid in full (plus interest) within 31 days of the date of the invoice, the Supplier has absolute discretion to power down the Customer’s miner.

6. Delivery

6.1 For purchase of any Products, the Supplier will organise the delivery of the Products to the Customer or to the location where the Services can be provided by the Supplier, as specified in the Confirmed Order.

6.2 Any Services will be delivered as agreed to between the Supplier and the Customer.

6.3 The Customer acknowledges and agrees that most Services provided by the Supplier will be ongoing and therefore will be continuously delivered, as required.

6.4 The Customer is responsible for all costs associated with delivery, including freight, insurance and other charges arising from the point of dispatch of the Products to the Customer to the point of delivery specified in the Gr is deemed to have taken delivery of the Products.  The Customer is liable for any re-postage charges if the Products are returned to the Supplier payable on demand.

6.5 If any Products delivered are damaged, the Customer must notify the Supplier within 48 hours of receiving the Products in order to be eligible for either a resupply or a refund, at the sole discretion of the Supplier.

6.6 If there has been a non-delivery in relation to the Products ordered, the Customer must notify the Supplier within 48 hours of such non-delivery.

6.7 All Products are dispatched to the Customer or to the location where the Services are to be provided will be billed individually.

6.8 All Services provided to the Customer will be billed individually.

6.9 The Supplier will deliver Products to the address nominated by the Customer or to the location where the Services are to be provided, which will be listed on the Confirmed Order when reasonably practicable and the Customer will take delivery of Products when tendered. Any redelivery shall entitle the Supplier to charge the Customer reasonable re supply fee.

6.10 No delivery of any Products is guaranteed, even if there is a Confirmed Order in place.

6.11 The Supplier will not be liable for any loss or damage (including consequential loss or damage) arising from any delay in delivery or failure to deliver or delivery of defective.

6.12 Delivery of Products and Services can be in Australia and overseas by agreement between the Supplier and the Customer.

7. Title and Risk

7.1 Until the Supplier receives full payment in cleared funds for all Products or Services (to be) supplied by it to the Customer:

7.1.1 title and property in all Products remain vested in the Supplier, as applicable, and do not pass to the Customer;

7.1.2 the Customer must hold the Products as fiduciary bailee and agent for the Supplier, and must keep the Products separate from its Products and maintain the original labelling and packaging;

7.1.3 in addition to the rights under the Personal Property Securities Act 2009 as amended (“PPSA”), the Supplier may without notice, enter any premises where it suspects the Premises are and remove them, notwithstanding that they may have been attached to other Products not the property of the Supplier, and for this purpose the Customer irrevocably licences the Supplier to enter such premises and also indemnifies the Supplier from and against all costs, claims, demands or actions by any party arising from such action.

7.2 All risk in the Products passes to the Customer upon the Confirmed Order being agreed to and the Products being dispatched.

7.3 Once the Customer makes full payment for the Product ownership fully transfers to them. Deposits are paid straight to manufacturers to secure stock and cannot be returned.

7.4 The Customer can request Products be shipped to them anywhere in the world upon request (freight charges will be paid by the Customer).

8. Returns

8.1 Subject to Australian Consumer Law (“ACL”) and unless the Product is defective, the Customer cannot return the Product.

8.2 The Customer is responsible for paying the freight costs for any Product being returned.

8.3 The Customer cannot return Products unless a return authorisation number has been obtained. The return authorisation number is only for tracking, return and assessment of the reason for return which must only be due to a defect. The correct procedure for the return of Products is as follows:

8.3.1 The Customer must contact the Supplier by phone or email to obtain a return authorisation number for the respective return for assessment;

8.3.2 The Supplier will email a return number and return authorisation form for completion which must be sent back with the Product;

8.3.3 Upon receipt of the Product, the Supplier will inspect the Products and either repair the Products or replace the Products at its discretion in accordance with the Supplier’s warranty obligations set out in these Terms.

9. Limitation of Liability

9.1 Other than as provided for in these Terms, the Supplier shall not be liable to the Customer in any contract or tort, for any loss or damage, whether direct, indirect, secondary or consequential, whether or not reasonably foreseeable, reasonably contemplatable caused as a result of reliance by the Customer or any third party on the Products or the Services or any information provided by the Supplier or expecting any particular return on investment in relation to the mining.

9.2 The provisions of this clause shall not apply insofar as their application is prevented by the Competition and Consumer Act 2010 (“CCA”), and in particular section 64 of the ACL.

9.3 Where the Products are not of a kind ordinarily acquired for personal, domestic or household use or consumption, the Supplier’s liability arising from consumer guarantees in the CCA, is limited, at the Supplier’s election, to either:

9.3.1 replacing the Products or supplying equivalent Products; or

9.3.2 repairing the Products or agreeing to pay the cost of repair.

9.4 If the Supplier shall be held liable to the Customer for any reason and under any indemnity or warranty, in tort (including negligence), under statute or otherwise for any loss or damage, cost or expense whatsoever and howsoever arising in connection with these Terms, such liability shall be limited to and shall not exceed the aggregate total of the amount actually paid by the Customer to the Supplier (and received by the Supplier) pursuant to these Terms.

9.5 The Supplier shall not be liable for any delay in performing an obligation if such delay is caused by circumstances beyond its reasonable control and the Supplier shall not be liable for and shall have no responsibility in respect of the acts, omissions or defaults of its sub- contractors and third party products.

9.6 If the Customer has not advised the Supplier of any issue with any Order delivered within 48 hours, the Supplier have no liability for any loss or damage by reasons of incomplete numbers or otherwise

9.7 In the case of a breach of these Terms or any negligence which the Supplier is responsible or a breach of condition or warranty that prohibits the Supplier from excluding (which condition or warranty shall be included in these Terms) the Supplier liability to the Customer shall be limited, at its option to:

9.7.1 if the breach relates to Products, to either the replacement of any Products involved or the supply of equivalent Products, the repair of such Products, the repayment of the cost of replacing the Products or acquiring equivalent Products or the payment of the cost of having the Products repaired; and

9.7.2 if the breach relates to Services, supplying the Service again or the payment of the cost of having the Services supplied again.

10. Warranties by Supplier and by Customer

10.1 The Customer warrants that all information provided to the Supplier is accurate, and the Customer shall indemnify the Supplier against any Loss, claims, damages or expenses arising out of or in connection with any breach of this warranty.

10.2 All manufacturer’s warranties on the Products are for 12 months only.

10.3 The Supplier’s total liability in connection with the Website and these Terms or any Products or Services supplied under these Terms will be limited, at the Supplier’s election, to:

10.3.1 In the case of information or Services supplied or offered by the Supplier – the re-supply of the information or Services or payment of the cost of doing it;

10.3.2 In the case of Products supplied or offered by the Supplier – repair or replacement of the Products, supply of equivalent Products, or payment of the cost of doing it; or

10.3.3 The amount paid by the Customer (if any).

10.4 The above disclaimer and liability limitation do not exclude any rights, which by law may not be excluded, including but not limited to the Customer’s rights under the CCA.

11. Implied Terms

11.1  The Customer agrees that all warranties expressed or implied by statute, common law, equity or trade custom or usage or otherwise howsoever are to the extent permitted by law excluded. Except only for those rights and remedies that the Customer has in respect of the Products under the CCA, and any other similar Federal or State statute and which cannot be lawfully excluded, restricted or modified:

11.1.1 the Products are provided for use by the Supplier on an as is where is basis and all conditions and warranties, whether statutory or otherwise, are excluded in relation to the Products;

11.1.2 without limiting clause 11.1.1, the Supplier warrants that it will provide the Products with reasonable care and skill.

11.1.3 the Supplier makes no express or implied representation that the Products or Services are fit for purpose or that the Products will not cause harm or injury whether direct or indirect to any person who uses or otherwise comes in contact with the Products whether directly or indirectly; and

11.1.4 The Supplier is not liable to the Customer for any loss whatsoever, including any damage, loss, claim, liability, cost or expense (whether direct or indirect, consequential or incidental) loss of profit, revenue, anticipated savings, contract, opportunity or goodwill (the ‘Loss”) which the Customer suffers, incurs or is liable for in connection with the use of the Products.

12. Personal Property Security Act

12.1 Notwithstanding anything to the contrary contained in these Terms, the PPSA applies to these Terms.

12.2 For the purposes of the PPSA:

12.2.1 terms used in clause 12 that are defined in the PPSA have the same meaning as in the PPSA;

12.2.2 these Terms are a security agreement and the Supplier has a Purchase Money Security Interest in all present and future Products supplied by the Supplier to the Customer and the proceeds of the Products;

12.2.3 The security interest is a continuing interest irrespective of whether there are monies or obligations owing by the Customer at any particular time; and

12.2.4 the Customer must do whatever is necessary in order to give a valid security interest over the Products which is able to be registered by the Supplier on the Personal Property Securities Register.

12.3 The security interest arising under this clause 12 attaches to the Products when the Products are collected or dispatched from the Supplier's premises and not at any later time.

12.4 Where permitted by the PPSA, the Customer waives any rights to receive the notifications, verifications, disclosures or other documentation specified under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135 and 157 of the PPSA.

12.5 To the extent permitted by the PPSA, the Customer agrees that:

12.5.1 the provisions of Chapter 4 of the PPSA which are for the benefit of the Customer or which place obligations on the Supplier will apply only to the extent that they are mandatory or the Supplier agrees to their application in writing; and

12.5.2 where the Supplier has rights in addition to those in Chapter 4 of the PPSA, those rights will continue to apply.

12.6 The Customer must immediately upon the Supplier's request:

12.6.1 do all things and execute all documents necessary to give effect to the security interest created under this Agreement; and

12.6.2 procure from any person considered by the Supplier to be relevant to its security position such agreements and waivers (including as equivalent to those above) as the Supplier may at any time require.  

12.7 The Supplier may allocate amounts received from the Customer in any manner the Supplier determines, including in any manner required to preserve any Purchase Money Security Interest it has in Products supplied.

12.8 In this clause, the following definitions will apply:

12.8.1 PPSA means the Personal Property Securities Act 2009;

12.8.2 PPSR means the Personal Property Securities Register;

12.8.3 Security Interest has the meaning as set out in section 12 of the PPSA;

12.8.4 Purchase Money Security Interest (and PMSI) has the meaning as set out in section 14 of the PPSA; and

12.8.5 Financing Change Statement, Verification Statement and Financing Statement have the meaning as set out in section 10 of the PPSA.

13. Default

13.1 If any Services or Products are to be paid on the invoice issued, and the Customer defaults in payment by the due date of any amount payable to the Supplier, whichever is applicable, then all money which would become payable by the Customer to the Supplier at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Customer, and the Supplier may, without prejudice to any of its other accrued or contingent right:

13.1.1 charge the Customer interest on any sum due at the prevailing rate pursuant to the Penalty Interest Rates Act 1983 (Vic) plus 4 per cent for the period from the due date until the date of payment in full;

13.1.2 charge the Customer for, and the Customer must indemnify the Supplier from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Terms or to recover any Products;

13.1.3 cease or suspend supply of any further Products to the Customer; and

13.1.4 by written notice to the Customer, terminate any uncompleted contract with the Customer.

13.2 Clauses 13.1.3 and 13.1.4 may also be relied upon, at the Supplier’s option, where the Customer is a natural person and becomes bankrupt or enters into any scheme of arrangement or any assignment or composition with or for the benefit of his or her creditors or any class of his or her creditors generally or where the Customer is a corporation and, it enters into any scheme of arrangement or any assignment or composition with or for the benefit of its creditors or any class of its creditors generally, or has a liquidator, administrator, receiver or manager or similar functionary appointed in respect of its assets, or any action is taken for, or with the view to, the liquidation (including provisional liquidation), winding up or dissolution without winding up of the Customer.

13.3 Should any payment made be dishonoured, the Customer shall be liable to the Supplier for any dishonour fees incurred by the Supplier.

13.4 In the event that:

13.4.1 The Supplier considers that there is a material risk that the Customer will be unable to pay any amount owing to the Supplier and gives the Customer notice of this opinion; or

13.4.2 The Customer fails to make payment on any invoice supplied by the Supplier by the due date; or

13.4.3 The Customer is an individual and the Customer commits an act of bankruptcy; or

13.4.4 The Customer is a company, and it has an administrator, manager, trustee, official manager or receiver, liquidator or any other person authorised to enter into possession or control of the Customer; or

13.4.5 The Customer has a judgment entered against the Customer in any court; or

13.4.6 A secured creditor seizes or takes possession of any collateral asset in the Customer possession as a security obligation under a financing contract; or

13.4.7 The Customer enters an invoice finance or factoring arrangement without the Supplier’s written consent,

this shall be a default.

13.5 In the event of a default, the Supplier may without prejudice to any other rights it may have do any or all of the following:

13.5.1 Seek the repayment of all monies accrued and owing by the Customer and such amounts will become immediately due and payable without any demand being required;

13.5.2 Withdraw credit facilities that may have been extended to the Customer;

13.5.3 Withhold any further deliveries of Products;

13.5.4 Stop any hosting or provision of any Services;

13.5.5 In respect of Products delivered, enter onto any of the Customer’s premises with full authority from the Customer to recover and resell the Products for the Supplier’s own benefit;

13.5.6 Suspend and or terminate the performance of any other Orders that the Customer may have;

13.5.7 apply as an offset any credits which may be due to the Customer by the Supplier against any amounts owed by the Customer to the Supplier;

13.5.8 commence legal proceedings, including winding up proceedings, and recovery of legal costs on a solicitor and own Customer basis.

13.6 In the event of a default, the Supplier has the right to have the Products returned to the manufacturer, to determine its status, if it is the case that it cannot be properly determined remotely, before considering the need to repair, replacement or refund.

14. Indemnity

The Customer and the Guarantor assume full responsibility for and indemnify and hold harmless the Supplier and its related bodies corporate, shareholders, officers, directors, employees, agents and assignees (collectively “Supplier Affiliates”) from any and all claims, liabilities, losses, expenses, responsibility and damages, including all legal costs and expenses on a solicitor/client basis, the Supplier or Supplier Affiliates may suffer or incur as a result of or relating to the Customer’s relations with its suppliers, customers and other third parties; or any breach of these Terms by the Customer.

15. Hosting Agreement – Provision of Services

15.1 The Customer agrees that:

15.1.1 No matter whether the Customer requires delivery of the Product or hosting as part of the Services on the Product, there is no refund or return after payment;

15.1.2 On all new miners, shipped or hosted, the warranty period is 12 months from the date of shipment;

15.1.3 For second hand (used miners and Products) the Customer must contact the Customer account manager for any warranty information, however, there is no warranty as miners are older than 6 months.

15.1.4 The following conditions will invalidate any warranty:

a. The Product itself is disassembled, and components are altered and replaced without permission;

b. Damage caused by lightning strikes, voltage surges, inferior power supplies, etc;

c. Damage caused by water ingress, moisture and corrosion of circuit boards and components;

d. There are burn marks on the circuit board or the chip is burned;

e. Voltage.

15.1.5 If event listed in 16.1.4 occurs, the Supplier will provide a charge repair service for the Customer’s Product.

15.2 The Supplier guarantees that the products sold, under normal operating conditions, the computing power will not fluctuate by more than ± 10% (unless miner is second hand. Second hand miners can flucture between ± 10-25%).

15.3 Once the Customer has paid the full amount for all Products and Services, the Supplier will provide the Customer with algorithms applicable to its Product type for free.

15.4 The Supplier will provide daily maintenance Services of the Products, at the price listed in the Customer Agreement.

15.5 Cancellation of hosting must be notified by the Customer to the Supplier three full billing cycles in advance.

15.6 Any reinstallation will be at the discretion of the Supplier.

15.7 The Customer agrees to the hosting and maintenance fees listed in the Customer Agreement will apply.

15.8 Hosting fees will be adjusted in line with inflation and CPI figures on an annual basis, notice of which will be provided in the forth quarter of any year. To find out the hosting fee, the Supplier should be contacted.

15.9 Should the Supplier accept miners that were not purchased as ‘Hosted’ miners, any shipping expenses will be paid by the Customer at the Supplier’s absolute discretion.

15.10 In the event that the Supplier’s preferred facility is unable to continue its hosting agreement due to unforeseen circumstances, the Supplier will arrange an alternative solution for the Customer’s Product, or the Supplier will return the Product to the Customer.

15.11 In the circumstances of Customers not receiving mining rewards due to any issues such as mining pool errors or the Customer providing incorrect wallet addresses, the Supplier will pause the electrical rate being charged within 24 hours of the Supplier officially being notified of the issue.

15.12 The Supplier cannot back date reimbursements for Customers for any loss of income or electrical rates for issues that the Supplier was not notified about.

15.13 Any down time of miners due to maintenance or outages will result in a credit applied to the next power and maintenance invoice the Customer. The credit will be for the cost of electricity incurred during down time. The Supplier will provide as much notice as possible for any scheduled maintenance or upkeep.

15.14 The Supplier offers it is hosting as an additional Service to the supply of hardware (Products).

15.15 The Customers that purchase hosted miners (hosted Products) will have the option to have their miners shipped to an address of their choosing (Customer pays shipping fees) should the Supplier terminate its hosting or accepts a Customer’s hosting termination.

15.16

The Supplier shall not be liable if the machine (Product) is lost, damaged, confiscated, due to force majeure.

15.17 The supplier is responsible for: the quality and usefulness of the provision of the Service, for the support on the technical site of the environmental conditions necessary for the normal operation of the Equipment, for loss, damage to Equipment or other withdrawal from the Customer's order, which occurred due to the Contractor's fault,

15.18 If the Supplier and the Customer agree to use the hosting service provided by the Supplier, the Customer is obliged to pay the corresponding fee within 14 days of receiving the hosting service statement, otherwise it will accept the Supplier’s treatment plan by default.

16. Waiver

The Supplier’s failure to enforce any of these Terms shall not be construed as a waiver of any of the Supplier’s rights.

17. Credit Information and Privacy

17.1 The Customer acknowledges that certain items of information in provided to the Supplier may be disclosed to a credit reporting agency.

17.2 By creating the account with the Supplier or buying and Products or Services from the Supplier, the Customer authorises the Supplier to obtain consumer and/or commercial information permitted by the Privacy Act from a credit reporting agency and to use such information for the purpose of collecting overdue payments relating to commercial credit owed by the Customer. This authority remains in force for the duration of the Customer’s account with the Supplier and until all moneys owed have been repaid.

17.3 The Supplier may collect, use, store, record and transmit the Customer’s personal information entered on the Website or otherwise provided by the Customer.  For further details, please refer to the Supplier’s Privacy Policy.  All Customer’s continued use of the Website and provision of Customer’s personal information constitutes approval for the Supplier to deal with the Customer’s personal information.

17.4 The Supplier may collect, use, store and record the Supplier’s personal information entered on the Website or otherwise provided to the Supplier.

18. Force Majeure

18.1 The Supplier is not liable in any way howsoever arising under the Terms to the extent that it is prevented from acting by events beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, breakdown, import or export restrictions, acts of God, acts or threats of terrorism or war.

18.2 If an event of force majeure occurs, the Customer acknowledges that the Supplier may suspend any orders with the Customer.

19. Termination

19.1 The Supplier may terminate the Customer Agreement and provision of any Services or ability for the Customer to purchase Products, directly from the Supplier or via the Website, at any time without notice.

19.2 All restrictions, licences granted by the Customer and limitations of the Supplier’s liability will survive termination.

19.3 The Customer can terminate the Services with 3 billing cycles written notice. If a Customer wishes to have miners removed earlier, they will be required to pay 3 months hosting fees & freight costs to the destination of their choice.

20. Subscriptions

Should the Customer subscribe for any on-going services with the Supplier, this will be on an opt-out basis, whereby the Customer will need to initiate any cancellation by notice in writing.

21. Miscellaneous

21.1 The law of Victoria from time to time governs the Terms.  The parties agree to the non-exclusive jurisdiction of the courts of Victoria, the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.

21.2 If a clause is unenforceable, it must be read down to be enforceable or, if it cannot be read down, the term must be severed from the Terms, without affecting the enforceability of the remaining terms.

21.3 A notice must be in writing and handed personally or sent by email, facsimile or prepaid mail to the last known address of the addressee.  Notices sent by pre-paid post are deemed to be received upon posting.  Notices sent by email are deemed received on confirmation of successful transmission.

21.4 If an event of force majeure (natural disaster, national policy, government regulation, pandemic and any other type of unforeseen event) prevents any party from fulfilling any of its contractual obligations, during the duration of the force majeure event, such contractual obligations shall be suspended and the two parties shall not bear each other liability for breach of contract, meanwhile, the performance period shall be automatically postponed, and the postponement period shall be equal to the duration of the force majeure.

21.5 This Agreement shall become effective on the date of Customer Agreement.

21.6 Any modification of the Customer Agreement shall be made by signing a written supplementary agreement signed by both parties has the same legal effect as this agreement.

21.7 The invalidity of any clause will not affect the validity of the remaining clauses.

21.8 The Customer Agreement may be executed in any number of counterparts and all of those counterparts taken together constitute one and the same instrument.

21.9 This Customer Agreement may be executed by any and all parties by way of electronic signature, and if so, must be considered an original. The Customer Agreement may be electronically executed and delivered by email and the parties agree that such electronic execution and email delivery has the same force and effect as delivery of an original document with original signatures.

22. Special Conditions

The Special Conditions listed in Item 7 of the Schedule, if any, will prevail over any other terms and conditions in these Customer Terms and the Schedule.

GUARANTEE

This Deed of Guarantee and Indemnity is made on the date set out on the date of the Customer Agreement and Terms and Conditions of the Supplier above (“Terms”).

By: The person(s) as set out as a guarantor in the summary schedule of page 1 of the Customer Agreement (‘the Guarantors’), to which this guarantee forms a part.

In favour of the person named on page 1 as the supplier (the “Supplier”)

Whereas:

1. The Supplier has agreed to supply Products and Services to the Customer as set out in Customer Agreement (the “Customer”).

2. The Guarantors are the directors of the Customer.

3. The Guarantors have agreed to guarantee the due and punctual payment by the Customer of all monies payable by the Customer to the Supplier for Products and Services supplied by the Supplier to the Customer.

Now This Deed Witnesses as follows:

1. In consideration of the Supplier agreeing to supply Products and Services, the Guarantors unconditionally and irrevocably do hereby jointly and severally guarantee:

a. the due and punctual payment by the Customer of all monies due and payable or which may become due and payable by the Customer to the Supplier for Products and Services supplied or to be supplied by the Supplier to the Customer, including interest and all amounts for which the Customer is or may become liable on accountant of the breach or repudiation by the Customer of any Order or contact for the purpose of Products or Services whether such monies and amounts arise or are contemplated before or after the date of this Deed or as a result of the assignment (with or without a Guarantors’ consent) of any debt, liability or this Deed and including moneys and amounts which a person would be liable to pay but for the insolvency, liquidation or bankruptcy of that person, and;

b. the due performance and observance by the Customer of all its other liabilities and obligations to the Supplier.

2. This Guarantee and Indemnity constitutes a continuing guarantee and indemnity and shall not be considered as wholly or partially discharged by the payment at any time hereafter of any part of the moneys due and payable by the Customer to the Supplier or by any settlement of account or any intervening payment or by any other matter or thing whatsoever and shall remain in full force and effect until the whole of all moneys due and payable by the Customer to the Supplier and any interest or other moneys have been received by the Supplier and the other liabilities and obligations of the Customer have been duly performed.

3. The Guarantors shall:

a. pay the Supplier on demand all moneys due and payable by the Customer to the Supplier and which have not been paid by the Customer in accordance with the Terms; and

b. if the Customer has not performed or observed any of its other liabilities and obligations to the Supplier in accordance with the Terms (or other relevant agreement or instruments), perform, or procure the performance of those obligations by the Customer whether or not recourse has been had by the Supplier to any other security or against any other person.

4. If any payment or other transaction in connection with this Guarantee is void, voidable, unenforceable, or defective or is claimed to be so and that claim us upheld or settled then

a. the liability of the Guarantor is to be what it would have been if the payment or other transaction had been made; and

b. this clause survives any termination or full or partial discharge or release of this Deed.

5. For the consideration aforesaid and as a separate and severable covenant the Guarantors unconditionally and irrevocably hereby jointly and severally agree to indemnify the Supplier against, and must pay on demand amounts equal to, all damages, loss liabilities, penalties, costs, chargers and expenses, whatsoever which the Supplier may incur by reason of:

a. the non-payment by the Customer of any monies due payable by it to the Supplier;

b. such moneys not being recoverable from the Customer for any reason;

c. any other default in the performance of its obligations to the Supplier including in respect of the supply by the Supplier of Products and Services to the Customer; and

d. the insolvency, bankruptcy, liquidation, appointment of a receiver and manager, administrator, trustee or similar official, provisional liquidation of the Customer or a Guarantor.

6. The indemnity contained in paragraph 5 remain effective even if any of the Customer’s obligations to the Supplier including in respect of the supply by the Supplier of Products to the Customer or any of the Guarantor’s obligations under this Deed are or may be enforceable, invalid or illegal or at any time not immediately enforceable against the Customer or Guarantor and whether or not the Supplier knew or ought to have known anything about those matters.

7. A certificate signed by any officer of the Supplier shall, in the absence of manifest error, be conclusive evidence of the amount owed by the Customer or Guarantor to the Supplier on the date specified therein or of any other fact or determination relevant to the rights or obligations of the Supplier, a Guarantor or the Customer under this Deed.

8. Any demand for payment hereunder shall be in writing by the Supplier or by the solicitors to the Supplier and shall be served if delivered personally or sent by pre-paid mail or facsimile to the Guarantors at their addresses set out in the summary of the Terms, or such other address as they may advise in writing as being their new or alternative address, on the day of transmission (in the case of facsimile transmission) or on the day following that on which it is posted (in the case of sending by pre-paid mail).

9. This Guarantee and Indemnity shall not be determined, prejudiced, or affected by any change in the constitution, ownership or control of the Customer, or by bankruptcy, liquidation, appointment of a receiver and manager, administrator, trustee or similar official, provisional liquidator of or to the Customer, or by the release or discharge of any guarantor.

10. In the bankruptcy, liquidation, official management, scheme of arrangement or composition with creditors of the Customer the Guarantors will not prove in competition with the supplier.

11. No Guarantor may, until the Supplier has been paid in full all moneys owed to it by the Customer and the Supplier is satisfied that it will not have to repay any such money, claim, exercise or attempt to exercise a right of set-off, counterclaim or any other right or raise any defence against another Guarantor or the Customer or which a Guarantor or the Customer may have against the Supplier, which might reduce or discharge a Guarantor’s liability under this Deed.

12. The Supplier may at any time or times at its absolute discretion and without giving any notice whatsoever to the Guarantors refuse further credit or supplies of Products or Services to the Customer and grant to the Customer any time, credit or other indulgence and compound with it without discharging or impairing the Guarantors’ liability under this Guarantee and indemnity.

13. Each, guarantee, indemnity and other obligation of a Guarantor in this Deed is a principal and independent obligation and is not ancillary, collateral or limited by reference to any other obligation and is in addition to, and not prejudiced by, any other guarantee and/or indemnity now or later held by the Supplier.

14. This Guarantee and Indemnity is valid and fully enforceable against any executing party notwithstanding that one or more of the persons named in this Guarantee and Indemnity as a guarantor may not execute, may execute in a defective manner, or not be bound by, this Guarantee and Indemnity.

15. The Guarantors waive any right which they may have to require the Supplier to proceed against or enforce any other right, power, remedy, or security against or to claim payment from the Customer or any other person before claiming from the Guarantors.

16. The Guarantors must pay on demand all costs and expenses of the Supplier in connection with enforcing this Deed and all taxes, duties and imposed charges in connection with this Deed.

17. All payments by the Guarantor under this Deed must be made without set-off, counterclaim, deduction or withholding.

18. 19.   The Supplier may assign its rights under this Deed and is not obligated to give notice to, or obtain the consent of, the Guarantors in respect of the Deed.

19. This Deed and the Terms constitute the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

20. This Deed may only be altered in writing signed by each party.

21. Each party must do, at its own expense, everything reasonably necessary to give full effect to this Deed.

22. This Guarantee and Indemnity is governed by the laws of the State of Victoria and each Guarantor unconditionally submits to the non-exclusive jurisdiction of the courts of that jurisdiction.

23. The failure or delay of the Supplier at any time to require performance by the Guarantors of an obligation under this Deed is not a waiver by the Supplier at any time to later insist on performance of that or any other obligations under this Deed.

24. A waiver by the Supplier in relation to this Deed is effective only if in writing.

25. Each such indemnity or reimbursement obligation is separate and independent of each other obligation of the party giving it, is absolute, irrevocable, unconditional and payable on demand and continues despite any settlement of account termination of this Deed or anything else.

26. To the extent permitted by law this Deed prevails to the extent of inconsistency with any law and any present or future legislation operating to reduce a Guarantor’s obligations under this Deed or the effectiveness of the Supplier’s rights or powers.

27. A provision of this Deed that is illegal, invalid or enforceable in a jurisdiction is ineffective in that jurisdiction to the extent of the illegality, invalidity or This does not affect the validity or enforceability of that provision in any other jurisdiction, nor the remainder of this Deed in any jurisdiction.

28. Any undertaking, representation, warranty or indemnity by two or more parties binds them jointly and severally.