Effective date: 30 July 2026
Notice: These Terms of Business contain changes as against the 22 January 2026 version. The update includes additional provisions relating to the provision of Services in the UK.
These terms of business (Terms of Business) constitute a legally binding agreement between you and Caleb & Brown. By registering for an Account, indicating that you accept these Terms of Business, accessing or using any part of the Services you acknowledge that you have read, understood and accepted these Terms of Business and agree to be bound by them. You must not use, and should immediately cease using, our Services if you do not agree to these Terms of Business.
We may revise these Terms of Business from time to time. We will endeavor to provide you notice by either displaying a notice on our website (www.calebandbrown.com) (Website), or by other means, indicating when any such material revisions have been made. Any changes published on the Website will be taken to be effective when they are published and the changes supersede all prior versions.
Your subsequent or continued use of your Account, the Website, the Caleb & Brown self-directed trading portal available through the Website (Portal) and/or Services will constitute your acceptance of these changes and subject your Account to the modified Terms. If you do not agree to a variation, you may terminate being a user of the Services.
These Terms of Business, and our Website Terms of Use (in each case as amended from time to time) (together, the Terms) apply to all Services we may provide to you from time to time.
Subject to paragraph(c), if there are any other agreements or documents between us and you pertaining to the Services, such other agreements or documents will be supplemental to and constitute part of the Terms. If and to the extent that the Terms are inconsistent or conflict with any other agreement or document between us and you, or to the extent that the Terms and any other agreements address the same matters, the terms of that other agreement or document shall prevail in respect of the specific subject matter, products or Services to which that other agreement or document relates.
These Terms of Business supersede any previous agreement between us relating to the subject matter of these Terms of Business.
Unless otherwise stated, definitions are set out in these Terms of Business.
In these Terms of Business:
Abandoned Account means an Account that has had no Client-Initiated Activity for the period prescribed under applicable law (or as we otherwise determine, acting reasonably) and in respect of which we have been unable to contact you in relation to your Account despite reasonable efforts.
Assets means any supported Fiat Currency or Digital Currency (or both) provided to us by you, or received in connection with completing a Trade on your behalf, under these Terms of Business.
Business Day means a day which is not a Saturday or a Sunday and upon which banks are open for business in your jurisdiction.
Broker means a staff member from the Caleb & Brown brokerage team, specifically, a senior broker, associate or account manager, per our website (https://calebandbrown.com/about/meet-the-team/).
Client-Initiated Activity includes logging into your Account (including via the Portal), contacting us or your Broker, placing a Trade order, making a deposit or withdrawal or otherwise providing instructions to us.
Digital Currency means any digital asset (including a virtual currency, virtual commodity or digital representation of value) in which cryptographic encryption techniques are used to regulate the generation and transfer of those digital assets.
For the avoidance of doubt, Digital Currency does not include Fiat Currency.
Fiat Currency means a government-issued currency.
Privacy Policy means our privacy policy as located on our Website which may be amended from time to time.
Referrer means a person who has an agreement with us to receive commissions on Trades (as defined in clause 5) on customer Accounts in exchange for referring those customers to us.
we, us, our, and Caleb & Brown, means the Caleb & Brown entity that you are contracting with (which depends on where you are located) as set out in the table in clause 27, or a nominated related body corporate that may provide the Services to you from time to time.
you and your means you and all customers who receive the Services, including any Authorized Agent (where applicable).
References to clauses are to the clauses in these Terms of Business.
Headings are included for convenience only and shall not affect the interpretation of these Terms of Business.
Any reference in any documentation between you and us to an earlier version of these Terms of Business shall, from the date these Terms of Business take effect, be read as a reference to these Terms of Business or the relevant or corresponding part thereof.
References in these Terms of Business to statutes and any other laws, rules or regulations shall be to such statutes, laws, rules or regulations as modified, amended, restated or replaced from time to time.
Unless otherwise stated, any reference to a monetary amount is in Australian dollars.
Neither the relationship between you and us nor the Services to be provided by us will give rise to any fiduciary or equitable duty which would oblige us to accept responsibilities more extensive than those set out in the Terms or which would prevent us from dealing in Digital Currencies for any other person or entity.
Nothing in the Terms (or any of the arrangements contemplated by them) shall be deemed to create a partnership, joint venture or equivalent between you and us.
We may:
execute Digital Currency purchases and disposals on your behalf, and on behalf of all customers, as your agent (including in connection with any airdrop event or fork) (Trades); and
hold Fiat Currency or Digital Currency for the purposes of executing Trades on behalf of all customers,
(together, the Services).
Our provision of the Services will be subject to the Terms and applicable law.
By undertaking business with us, you confirm that you have the necessary experience and knowledge to understand the risks involved in any transaction which we will carry out for you. We give no warranty as to the performance or profitability of any transaction that you may effect through us.
We are not responsible for the provision of any tax, legal, accounting or other advice relating to the Services or any Digital Currency.
You acknowledge and agree that we are authorized by you to do anything which we consider necessary or appropriate either to provide the Services to you and all other customers (including but not limited to acting as your agent and delegating our authority as your agent to another), to mitigate any loss incurred in the provision of the Services to you and all other customers or to comply with any applicable law relating to the Services, including:
executing any transactions relating to:
an instruction from you to implement a Trade; or
Digital Currency we hold for you;
holding and managing Assets, including by:
moving any Assets to third parties, external platforms and systems;
converting any Asset to a different type of Asset;
holding your Fiat Currency in Digital Currency (for example, stablecoins) for certain periods where required to facilitate Trades or otherwise provide the Services to you;
pooling your Assets with all other customer Assets to facilitate Trades and/or otherwise provide the Services to you and all other customers; and
controlling your Assets whilst any such Assets are held through our Services.
Before you can trade Digital Currencies with us you must register via our Website (including the Portal) or one of our Brokers for a trading account. Following registration, one of our Brokers will contact you and provide your Customer ID Number which will be used to initiate Trades.
You can register in either an individual or non-individual capacity.
You must ensure that all Account(s) registered under your name will not be used by any other person other than yourself, or with respect to your Non-individual Account, your permitted users, other than in accordance with these Terms of Business.
An Individual Account is owned by only one (1) natural person who is, on a continuing basis (unless an Authorized Agent has been appointed in accordance with clause 6.4) the only person authorized to take any action in the Account. For the avoidance of doubt, an Individual Account includes an Account that is owned by a sole proprietorship.
By opening an Individual Account, you represent and warrant that you are, and shall at all times continue to be, the sole beneficial owner of the Account and user of all Services in connection with the Account.
A Non-individual Account is owned by a corporation, unincorporated association, company, partnership, fiduciary, or other legally recognized group (individually and interchangeably, an Entity) holding an Account in any capacity other than an individual capacity. An Entity can apply to open an Account through any natural person(s) who is duly authorized by the Entity to do so (an Authorized Representative).
By opening a Non-individual Account, the Authorized Representative represents, warrants and agrees, on behalf of the Entity, as well as on their own behalf, that the Authorized Representative:
is fully authorized to bind the Entity and execute all documents or do all things necessary to otherwise complete or comply with our requirements in the Authorized Representative's stated capacity;
has provided us with all documents or other information necessary to demonstrate and verify that authority; and
will provide other documents and complete other requirements as we may request from time to time.
We may refuse to recognize any such authorization if, in our sole and absolute discretion, it appears to be incomplete or improperly executed.
By opening a Non-individual Account, the Authorized Representative represents and warrants on behalf of the Entity that the Entity is, and shall at all times continue to be, the sole beneficial owner of the Account and user of all Services connected with the Account.
You may apply to appoint an individual, or individuals, to act on your behalf in respect of the Services (Authorized Agent). At this stage, an Authorized Agent’s authority (specified in the Agent Authorization form) does not extend to Portal usage.
We may (in our absolute discretion) accept an application for you to appoint an Authorized Agent, which shall be subject to:
you completing the Agent Authorization form;
the nominated Authorized Agent undertaking and passing any checks that we require (including anti-money laundering and countering the financing of terrorism (AML/CFT) checks); and
any other reasonable requirements we may impose from time to time.
In addition to any rights we may have under the Agent Authorization form and these Terms of Business, you acknowledge and accept that we, our related parties, officers, employees, consultants, advisors and agents are entitled to rely on the instructions, statements and representations made by an Authorized Agent in respect of the Services as if such instructions, statements and representations were made by you. You acknowledge that we will not investigate or confirm the authority of the Authorized Agent (unless we are actually aware that the instruction was not authorized) in respect of each individual instruction provided by the Authorized Agent. Notwithstanding this, we may refuse to act on any instruction until the validity of the instructions have been confirmed, and we (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) will not be liable to you or any other person for any consequences resulting from not acting on the instruction.
You agree that neither you, nor anyone claiming through you, has any claim against us and our related parties, officers, employees, consultants, advisors and agents in relation to acting on instructions received from the Authorized Agent (authorized by you or otherwise).
You acknowledge that there is a risk that fraudulent instructions can be made by someone who is your Authorized Agent.
You acknowledge that if you become aware that your Authorized Agent is engaging in conduct that is contrary to your best interests, you shall immediately take steps to remove the Authorized Agent and terminate their authority to act on your behalf.
You must advise us of the removal of an Authorized Agent by completing the Removal of Authorized Agent form. If you fail to do so, you remain responsible for any loss or damage arising from or in connection with us acting on any instructions provided by your Authorized Agents. The Removal of Authorized Agent form can be requested via your Broker.
Notwithstanding paragraph (g), you understand and acknowledge that if you die or otherwise lose capacity, the authority of any Authorized Agent under the Agent Authorization form automatically ceases. You acknowledge that unless we are notified in writing, Caleb & Brown will not be responsible for any loss or damage arising from or in connection with us continuing to act on any instructions provided by your Authorized Agents (unless we are actually aware that the instruction was not authorized).
You release and indemnify us for any loss or damage suffered by you as a result of us relying on this clause 6.4 and the instructions of your Authorized Agent.
We are required to comply with AML/CFT laws in the various jurisdictions applicable to our business (AML/CFT Laws).
Prior to providing the Services to you (in our ultimate discretion), we will collect and verify your personal information (including but not limited to country of residence, name, age, etc) as required under the AML/CFT Laws, as outlined in our Privacy Policy. This may include collection and verification of any tax identification numbers.
You acknowledge and agree that you will notify us if you have changed residency to a different country or state.
You acknowledge and agree to provide all reasonable assistance to us in complying with our obligations under the AML/CFT Laws. We may refuse to provide the Services to you and cancel your registration if you do not assist us in complying with the AML/CFT Laws.
Our processes for collecting, storing and using your personal information are set out in our Privacy Policy. See our Website Terms of Use and Privacy Policy for more information on how we process your personal information.
In addition to instructions received directly from you or an Authorized Agent, you authorize us to rely and act upon, and treat as fully authorized and binding upon you, any instruction from the email address or phone number associated with your Account, or any instruction via the Portal associated with your Account, which purports to have been given by you or on your behalf and which is accepted by us in good faith as having been given by you or on your behalf, without further enquiry on our part as to the genuineness, authority or identity of the person giving or purporting to give such instruction. You will be responsible for and bound by all contracts, obligations, costs and expenses entered into or incurred by us on your behalf in consequence of or in connection with such instructions.
Notwithstanding the foregoing, we may from time to time require video or phone calls between you and us to be recorded to comply with regulatory obligations, for a legitimate business purpose or as part of taking instructions from you or an Authorized Agent in relation to your Account. You acknowledge and agree that we may record and monitor video or phone calls between you and us for compliance and service quality assurance processes. See our Privacy Policy for more information on how we process your personal information.
Any instructions and any other documents we require will be transmitted in such manner as may be specified by us and shall be at your own risk. We (and our affiliates, and its and their respective directors, officers, employees, consultants, advisors and agents) are not responsible or liable in any way for any direct or indirect losses, damages, costs or expenses suffered by you on account of any instruction not being received by us or not being acted upon. For the avoidance of doubt, you must not assume that an instruction has been acted upon until you receive confirmation from us. Irrespective of the means of communication used by you for delivery of instructions, we are not responsible for, and you release and discharge us from any and all liability whether in contract, tort or otherwise for any:
errors, ambiguity, inaccuracies, incomplete orders or instructions or any omissions in any instructions given by you;
delays in transmission or any systems or service unavailability;
risks associated with unauthorized interventions, or improper or fraudulent use of such means of communication; and
other causes beyond our reasonable control.
Neither we nor our affiliates and its and their respective directors, officers, employees, consultants, advisors and agents are liable for any direct or indirect losses suffered by you on account of any instruction not being received by us or not being acted upon. For the avoidance of doubt, the transmission of a Trade instruction to us is not evidence of our receipt or that we have accepted such instruction.
Without limitation, we may at our absolute discretion decline, refuse to accept or act in accordance with any instruction without being under any obligation to give any reason, including (without limitation) if you:
do not strictly follow the applicable procedure;
use a TOR/VPN service; or
attempt to procure any other person to pay for your purchase.
If we decline an instruction we will (to the extent permitted by applicable law) take reasonable steps to notify you promptly of declining such instruction and refund any payment, or return any Digital Currency, received by us (less any applicable losses incurred) in connection with the instruction, as soon as possible.
To initiate a purchase Trade of Digital Currency, you must:
deposit into the bank account we notify to you, or ensure we are already holding on your behalf, the purchase amount for the Digital Currency in supported Fiat Currency (Purchase Amount); and
send us an email that:
includes your Customer ID Number (which may be assumed in our ultimate discretion if the email address is associated with your Account);
states the Purchase Amount and the Digital Currency you would like to purchase (e.g., USD $1,000 / 0.3 Ether for Bitcoin); and
attaches a valid funds transfer receipt for the Purchase Amount evidencing all required transaction and account details (unless such funds are already held by us for you); or
place a purchase or buy order Trade through your Caleb & Brown Account via the Portal by navigating to the “Trade” page, selecting the Digital Currency you would like to purchase, defining the Purchase Amount of the selected Digital Currency and then clicking “Place Order”.
In order to place orders via Portal you will need to have Two-Factor Authentication (2FA) enabled and you may be required to confirm the Trade through 2FA approval.
If your Trade instruction is accepted, we may (in our ultimate discretion) send you a Trade order processing email. The Trade instruction will be binding once we send you a Trade order processing email.
After sending the Trade order processing email, we will:
deduct our Commission from the Purchase Amount;
execute the purchase of the specified Digital Currency as set out in the Trade order processing email;
once executed, send you:
a Trade order executed confirmation; and
an invoice detailing the executed order; and
hold the purchased Digital Currency on your behalf in accordance with these Terms of Business.
You can view your Trade history by clicking “Transactions” when you are logged in to your Caleb & Brown Account via Portal.
In addition to the above, we may from time to time provide you with conditional or advanced Trade functions such as stop-limit orders, target order Trades (i.e., a standing Trader order to be executed at a nominated price) and dollar cost average Trades (i.e., a standing Trade order to be executed at nominated times with the relevant Fiat Currency and Digital Currency). Such additional functions will be provided on the basis explained to you via the Portal or via a Broker (e.g., over email or call). By using such additional functions, you agree to be bound by such additional requirements as we may impose on you in order to use those functions (e.g., committing or reserving Fiat Currency or Digital Currency from your balance while a Trade has been requested but not yet executed or canceled).
Where a call is necessary in the process of entering into a Trade, you agree and consent that we may call you and that the call may be monitored or recorded by us.
To initiate a swap or disposal (i.e., sell) Trade of Digital Currency, you must:
ensure that we are holding the amount of Digital Currency that you would like to swap or sell (Disposal Amount). If we are not already holding the full Disposal Amount, you must transfer the Disposal Amount to the digital wallet that we nominate prior to us accepting the Trade instruction; and
send us an email that:
includes your Customer ID Number (which may be assumed in our ultimate discretion if the email address is associated with your Account);
states the type of Digital Currency you would like to swap or sell; and
states the Disposal Amount and the form of consideration (whether Fiat Currency or another Digital Currency) you would like to receive (e.g., 0.3 Ether for Bitcoin / $AUD); or
place a sell or swap order Trade through your Caleb & Brown Account via the Portal by navigating to the “Trade” page, clicking the “Select to Sell” button in the pop-up window, selecting the Digital Currency you would like to swap, sell or dispose of, defining the Disposal Amount for the selected Digital Currency, and clicking “Place Order”.
In order to place orders via Portal, you will need to have 2FA enabled and you may be required to confirm the Trade through 2FA approval.
When placing a swap or sell order via the Portal, you will only be able to input a Disposal Amount up to the amount of Digital Currency we currently hold for you. If you have entered a Disposal Amount in excess of what we currently hold for you, you will be prompted to deposit additional Digital Currency, which must be deposited in order to submit the Trade order.
When instructing us to swap, sell or dispose of a Digital Currency, you warrant that the Digital Currency you are providing and the manner in which you acquired it is legally valid and complies with all applicable laws and regulations.
If your Trade instruction is accepted, we may (in our ultimate discretion) send you a Trade order processing email. The Trade instruction will be binding once we send you a Trade order processing email.
After sending the Trade order processing email we will:
deduct our Commission from the Disposal Amount;
execute the swap, sale or disposal of the Disposal Amount as set out in the Trade order processing email;
once executed, send you:
a Trade order executed confirmation; and
an invoice detailing the executed order; and
hold the consideration received for the swap, sale or disposal on your behalf in accordance with these Terms of Business.
You can view your Trade History by clicking “Transactions” when you are logged in to your Caleb & Brown Account via Portal.
In addition to the above, we may from time to time provide you with conditional or advanced Trade functions such as stop-limit orders, target order Trades (i.e., a standing Trader order to be executed at a nominated price) and dollar cost average Trades (i.e., a standing Trade order to be executed at nominated times with the relevant Fiat Currency and Digital Currency). Such additional functions will be provided on the basis explained to you via the Portal or via a Broker (e.g., over email or call). By using such additional functions, you agree to be bound by such additional requirements as we may impose on you in order to use those functions (e.g., committing or reserving Fiat Currency or Digital Currency from your balance while a Trade has been requested but not yet executed or canceled).
Where a call is necessary in the process of entering into a Trade, you agree and consent that we may call you and that the call may be monitored or recorded by us.
You acknowledge and agree that any Trade executed in accordance with clauses 9.1 or 9.2 will (unless otherwise stated by us) be subject to, and priced on the basis of, the spot market price for the Digital Currency at the time the Trade is executed by us. The applicable market price of a Trade will only be known after the Trade is executed and notified to you through the Trade order executed confirmation. This includes target order Trades.
We may (in our ultimate discretion) provide you with an indication of the spot market price for Digital Currencies from time to time, however such indication in no way binds us to providing that price to you in respect of a Trade at any time.
Engaging in the trading of Digital Currency can carry financial risks, including but not limited to the risk that, under certain market conditions, you may encounter challenges or be unable to close a position. This can arise, for example, when there is an insufficient level of liquidity in the market.
It is important to note that placing stop-limit orders will not necessarily limit your losses to the intended amounts, as prevailing market conditions may make it difficult or impossible to execute such orders.
Without limiting the above and unless otherwise notified, we may (in our ultimate discretion) only accept instructions to purchase, swap or dispose of Digital Currency with a minimum trade value of:
if your Trade order is submitted via the Portal, $500 (excluding dollar cost average Trades, for which the minimum trade amount is $100); or
in any other case, $2,000.
We reserve the right to reject, refuse to process, reverse or cancel any Trade at any time if:
you have insufficient funds to complete a transaction;
you failed to clear any AML/CFT checks or if we have reason to suspect that the transaction involves any criminal activity including but not limited to money laundering, terrorist financing or any other prohibited or illegal use;
we are unable to proceed with the transaction due to a court order, legal obligation or order by a government agency;
we believe (in our ultimate discretion) the transaction would cause any risk to our business or the business of our service providers;
we believe (in our ultimate discretion) that the Trade cannot occur, including due to a lack of an applicable market, liquidity, pricing or as a result of impacts on the exchange;
for any other reason we determine in our reasonable discretion, including but not limited to suspecting an error in the Trade.
For the avoidance of doubt, should the Trade be canceled, reversed or refused by us in accordance with this clause, we are not obliged to offer you the same price or terms in a new transaction.
We reserve the right to exercise our sole and absolute discretion to elect to support any airdrops or similar distributions, including making the determination on whether to make such support available in a market. We (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) are not liable to you or any other person for any loss, cost damage, expense, fees, charges or liability suffered or incurred as a result of or in connection with our failing to support any particular airdrop, or subsequently ceasing our support for any airdrop, or the timing of the implementation of any such airdrop support.
Without limitation, you may not participate in the receipt of any Digital Currency from an airdrop event and we are not required to provide Services to you in connection with any such Digital Currencies if you:
are located, domiciled, incorporated or otherwise established, or are a resident or citizen in or of any embargoed jurisdiction or country or are a member of any sanctions programs (or list) or equivalent maintained by the United States of America government, the Australian government, the UK government, the United Nations Security Council, or any general international sanctions (Restricted Person);
intend to transact in the Digital Currencies with any Restricted Person(s); or
are located, domiciled, incorporated or otherwise established in, or are a resident or citizen of a jurisdiction where it would be unlawful under applicable law for you to participate in the receipt of any Digital Currency from an airdrop event or the provision and availability of such support in the jurisdiction is contrary to local law or regulation or could cause Caleb & Brown to be subjected to any local registration or licensing requirements.
If we elect to support any particular airdrop or similar distribution, you may choose to opt-out of receiving any of the resultant Digital Currency from the airdrop event (or similar distribution) event. We may notify you of our election by publishing a notification through our Website (including the Portal) or notifying you via email.
Notwithstanding paragraphs (a) and (c), we may, in our sole and absolute discretion and without liability to you, elect not to facilitate any such airdrop or distribution to you, if it would be commercially unreasonable or impracticable for us to do so.
Subject to these Terms of Business, you remain the beneficial owner of any Assets in your Caleb & Brown Account and the beneficial owner of additional assets resulting from any applicable airdrop or similar distribution of Digital Currency that is supported by Caleb & Brown.
We reserve the right to exercise our sole and absolute discretion to elect to support any particular fork of a Digital Currency. We (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) are not liable to you or any other person for any loss, cost damage, expense, fees, charges or liability suffered or incurred as a result of or in connection with our failing to support any particular fork, or subsequently ceasing our support for any fork, or the timing of the implementation of any such fork support.
Without limitation, you may not participate in the receipt of any Digital Currency from a fork of a Digital Currency and we are not required to provide Services to you in connection with any such Digital Currencies if you:
are a Restricted Person;
intend to transact in the Digital Currencies with any Restricted Person(s); or
are located, domiciled, incorporated or otherwise established in, or are a resident or citizen of a jurisdiction where it would be unlawful under applicable law for you to participate in the receipt of any Digital Currency from a fork of a Digital Currency or the provision and availability of such support in the jurisdiction is contrary to local law or regulation or could cause Caleb & Brown to be subjected to any local registration or licensing requirements.
In the event that we elect to support any particular fork, you are not required to opt-in to receiving any resultant Digital Currency from the fork. We may notify you of our election by publishing a notification through our Website or notifying you via email.
Notwithstanding paragraphs (a) and (c), we may, in our sole and absolute discretion and without any liability to you, elect not to facilitate the distribution of any resultant Digital Currency from a fork of a Digital Currency to you, if it would be commercially unreasonable or impracticable for us to do so.
In the event that a fork of a Digital Currency occurs, we reserve our right to suspend all activities, including deposits, withdrawals, Trades (including purchases, disposals or swaps) in connection with the Digital Currency until we have in our sole and absolute discretion determined that it is appropriate to resume these activities.
We will:
hold any Assets on trust for you in accordance with the Terms;
only deal with the Assets as directed by you, permitted under the Terms, including clause 5(e) of these Terms of Business, or as otherwise required by applicable law. However, you may only direct us to return such Assets to a bank account in your name or digital wallet that you are the beneficial owner of (as applicable Your Account) or, in the case of Digital Currency, dispose of them in accordance with the Terms. If you receive any Assets in error that do not belong to you or for which you do not otherwise have an ownership entitlement, you must immediately return the Assets in accordance with instructions we provide to you;
maintain adequate records identifying any property forming part of the Assets as property held by us on your behalf;
clearly record in our books that any property forming part of the Assets is held on trust for you and not for our own interest; and
subject to clause 13(n)(iii), keep the Assets segregated from our own property and take all other steps and precautions reasonably necessary to ensure that the Assets are not available to meet the claims of any of our creditors.
Unless otherwise notified or provided by us (including via functionality provided through the Portal), if you would like to initiate a deposit or withdrawal of Assets to or from your Account you must email us to request the deposit or withdrawal and include in the email:
your Customer ID Number (which may be assumed in our ultimate discretion if the email address is associated with your Account);
the amount of Fiat Currency or Digital Currency you would like deposited to or withdrawn from your Account. For the avoidance of doubt, if you do not specify the relevant amount for a withdrawal we are entitled to assume this is the entire amount we hold for you at that time; and
in the case of (in addition to any other information we require):
domestic Fiat Currency deposits or withdrawals, your bank state branch number, bank account number and account name;
international Fiat Currency deposits or withdrawals, the bank name, the beneficiary name, account number, SWIFT Code, ABA Routing number, beneficiary address and banking address;
Digital Currency deposits or withdrawals, the public key address of your destination digital wallet. Note that we do not request, and you should not provide any person (including us) with the private key, password or secret combination for your digital wallet.
We (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) are not liable to you or any other person for any loss, cost, damage, expense, fees, charges or liability suffered or incurred as a result of:
your (or a third party’s) failure to keep your private key or password secure and secret. If this is the case, you must nominate a new digital wallet into which you will receive Digital Currency transfers;
any compromise of your password, account (including mobile phone or email account) or digital wallet;
any other person obtaining your physical digital wallet device;
any delayed transfers due to congestion on any blockchain or cryptocurrency network;
any failure or error experienced on any applicable blockchain or cryptocurrency network;
us transferring Digital Currency to the wrong digital wallet as a result of you providing us with the wrong account address details;
you entering incorrect details in any of your instructions to us.
By providing us with the digital wallet address to which the Assets are to be sent, you represent and warrant to us that such digital wallet address is correct, owned by you, is under your control, and no other person has access thereto.
Within five (5) Business Days of receipt of an instruction under paragraph (b), we will deal with the relevant Assets as specified in such notice.
We reserve the right to suspend any transmission of Assets at any time if:
you failed to clear any AML/CFT checks or if we have reason to suspect that the transaction is contrary to our AML/CFT policies and procedures or involves any criminal activity, including but not limited to money laundering, terrorist financing or any other prohibited or illegal use;
we have reason to suspect that the account or digital wallet to which the Assets are to be sent is not beneficially owned and controlled by you;
we determine (in our sole reasonable discretion) that the transmission of any fiat or Digital Currency to you would be unlawful;
we are unable to proceed with the transmission due to a court order, legal obligation or order by a government agency; or
any other reason we determine in our reasonable discretion, including but not limited to suspecting an error in the transaction,
and you shall have no claims whatsoever regarding such suspension, and agree to assist us with every request for information in this regard.
You acknowledge that the Digital Currency we provide you may not be the same Digital Currency you have originally sent to us, and you shall have no claims in this regard whatsoever.
We may, from time to time, provide you with the ability to use optional features, functionalities or a combination of security settings in connection with the holding of Assets. Where we make such features, functionalities or settings available, they do not alter or expand the nature of the Services or any duties, responsibilities or liability assumed by us beyond those expressly set out in these Terms of Business or required under applicable law. You will continue to be solely responsible for the protection of all passwords, phone numbers, email addresses, usernames, devices and authenticator systems that may be used to access or withdraw Assets and we will not be liable for any losses associated with the compromise or unauthorised access of these items. Unless otherwise stated, such features, functionalities or settings will be offered as a Trial Product (defined below).
We charge you a fee (Commission) which is a percentage of the denominated value (e.g., AUD, USD, ETH, BTC) of your Purchase Amount or Disposal Amount (as applicable).
The rate of Commission for each Trade will be agreed by us and you prior to the Trade being executed.
If you have accessed our Services and opened an Account as a result of a referral by a Referrer, the Referrer may receive a percentage of the Commission paid to us for each Trade made on your Account. Notwithstanding anything else in these Terms, the referral arrangement described in this clause is not available in connection with Clients residing in the UK.
You are responsible for payment of all taxes and duties arising out of or in relation to any transactions or in connection with any Service provided under the Terms and where under applicable law such taxes and duties are due to be paid or collected by us then you shall on demand pay us an amount equal to such taxes or duties and indemnify us for the same.
You are solely responsible for all filings, tax returns and reports which must be made by you to any relevant authority, whether governmental or otherwise, and for the payment of all taxes (including without limitation any transfer, withholding or value added taxes), levies or duties due in relation to any transactions or in connection with any Service provided under the Terms. Accordingly, you are at all times directly accountable to and liable to the relevant tax authorities for any relevant tax liabilities arising out of any transactions under the Terms or any Services provided by us to you.
All fees, expenses and other amounts payable under the provisions of the Terms are exclusive of any applicable goods and services or other value added, sales, turnover, consumption or similar tax and will be subject to such taxes in addition.
We may support various methods through which you can make payments to us through the Services (including methods through which you can deposit Fiat Currency to your Account) (Payment Methods). Supported Payment Methods will generally depend on your location and currency denomination, and may be subject to additional terms and conditions. We may, from time to time, add processing fees or surcharging to certain Payment Method transactions, which will either be added to, or deducted from, your total transaction amount. We will not add any fees that exceed our cost of acceptance for those Payment Methods. The availability of a Payment Method depends on numerous factors and we (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) are not liable to you for the unavailability of any Payment Method.
You agree to pay any amounts due to us by you, in such Fiat Currency or Digital Currency as we may determine, as they become due regardless of any rights of equity, counterclaim or set-off which you may have against us and free and clear of, and without withholding or deduction for, any taxes of whatsoever nature, unless the same is required by applicable law binding on you.
Unless otherwise agreed, we will not pay you interest on any Fiat Currency or Digital Currency held for you. We will retain interest earned (if any) on any Fiat Currency we hold for you.
You authorize us to use any Assets held by us, or deduct from any amounts payable to us or payable in respect of any action or transaction required or permitted under the Terms or otherwise, to pay any amounts due to us under the Terms. For clarity, this includes taking ownership and dealing with (including selling) any Assets held by us to recover any losses, costs or amounts payable to us.
If you fail to pay any amount when due and payable to us, we reserve the right to charge you interest on any such amount until the date payment is received by us at the effective cost to us of borrowing the due amount as determined in our absolute discretion. Interest will accrue daily and will be due and payable as a separate debt.
If we receive or recover any amount in respect of an obligation of yours in fiat or Digital Currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, you shall indemnify us and our affiliates and hold us harmless from and against any cost (including costs of conversion) and loss suffered by us as a result of receiving such amount in fiat or Digital Currency other than the currency in which it was due.
This clause 12 survives termination.
You represent and warrant (which representations and warranties shall be deemed to be repeated by you on a daily basis) that:
you have the capacity, and full power and authority, to enter into, these Terms of Business and each transaction and any other documentation relating to the same, and to perform your obligations under these Terms of Business including but not limited to the following:
if you are an individual, you are of an age of majority to enter into these Terms of Business, meet all eligibility requirements, and are fully able and legally competent to agree on the terms, conditions, obligations, affirmations, representations and warranties set forth herein; and
if you are an Entity, you are duly incorporated and exist under the laws of the jurisdiction in which you are incorporated;
any Account(s) registered under your name are not, and will not be, used by any other person other than yourself or, with respect to Non-individual Account(s), your permitted users, other than in accordance with these Terms of Business;
you will not act on behalf of, or for the benefit of any other person, unless you are doing so for and under the direction of an Entity for which you are an Authorized Representative, or you are otherwise doing so as an Authorized Agent;
you will be liable to us in respect of all obligations and liabilities arising from transactions (including Trades) effected on your instructions;
entering into these Terms of Business or any transaction under these Terms of Business will not violate or conflict with any applicable law, any provision of any constitutional documents or any charge, trust deed, contract or other instrument or any contractual restrictions applicable to, binding on or affecting you or any of your assets or oblige you to create any lien, security interest or encumbrance;
all governmental, regulatory and other consents that are required to have been obtained by you in relation to your entering into these Terms of Business or any transaction (including Trades) under them have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
you will comply with all applicable laws and disclosure requirements of any relevant jurisdiction or regulatory authority which apply in respect of us, you or your investments from time to time and will not engage in or facilitate or undertake any transaction that causes us to breach, or facilitate a breach of, applicable law, including tax evasion, anti-bribery and corruption, anti-money laundering and financial crime;
where you have changed your residency to a different country, you will notify us;
the information you have provided to us is complete, accurate and not misleading in any respect and that in the event of any change to such information, you will promptly notify us of the same;
you have not relied on any statement made by us in making any decisions regarding transactions in Digital Currency under these Terms of Business;
you are aware:
that Caleb & Brown provides self-directed customers with cryptocurrency brokerage services and, unless clearly identified in writing to you as an individualized recommendation, Caleb & Brown does not make recommendations or offer investment advice of any kind. As a self-directed customer, you are solely responsible for evaluating the merits and risks associated with investments before making any decisions based on representations on the Website or Portal. Materials hosted or made available on or through the Website, Portal or Services do not constitute investment advice regarding any Digital Currency, security or any financial product or an offer, solicitation, recommendation or invitation to buy, sell or deal in any way with any Digital Currency, security or any financial product. You agree not to hold Caleb & Brown (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) liable for any possible claim for damages arising from any self-directed decision you make based on the Website, Portal or other information made available to you through the Service. Past performance data should not be construed as indicative of future results;
we may from time to time and without notice, vary, modify or discontinue, temporarily or permanently, any or all of the Website or Portal;
the Website or Portal may contain links to other third party websites and advertisements which include embedded links, which are provided for your information only. We have not reviewed any of the sites linked to the Website or Portal and are not responsible for the content or accuracy of any off-site pages or any other sites linked to the Website or Portal. The inclusion of any link or advertisement does not imply that we endorse or approve the linked site or the subject matter of the advertisement. You access third party websites entirely at your own risk and subject to the terms and conditions of use for those websites; and
of the speculative and volatile nature of investing in Digital Currencies and you acknowledge and agree that you are capable of gauging the merits and risks of the transaction on your own;
your use of the Services is for your own account, or that of the Entity you are authorized to represent, and is not on behalf of any other person or Entity; and
any Fiat Currency or Digital Currency you transfer to us is beneficially owned by you or the Entity you represent (or that you are otherwise acting in your capacity as a trustee), and that the Fiat Currency or Digital Currency you provide is free from any claims, indebtedness, liens, or third-party interests, and there are no legal restrictions on you using any such Digital Currency under the Services.
Despite anything to the contrary set out in the Terms, by using the Website, Portal or Services, you acknowledge and agree that we:
are not providing you a deposit, checking or savings account, and is not covered by any government insurance against losses;
may hold your Fiat Currency in Digital Currency (for example, stablecoins) for certain periods as it facilitates Trades or otherwise provides the Services to you; and
in certain circumstances (for example, to facilitate Trades and/or otherwise provide the Services):
may pool your Assets with all other customer Assets; and
may not always be able to hold your Assets in segregated client accounts or separate from our own Assets.
The legal status of Digital Currencies (including cryptocurrencies, cryptographic coins, tokens and digital assets) remains uncertain in many countries and jurisdictions around the world. Such Digital Currencies may be legally prohibited in certain countries or jurisdictions, or be subject to specific restrictions and limitations with which you are solely responsible for complying at your own risk and expense. We take no position on the legal status of any Digital Currency.
It is your responsibility to undertake your own investigations and enquiries and satisfy yourself of the legal status of the Digital Currency. You acknowledge and agree that you use Digital Currencies through the Services at your own risk.
The Services will only support the Digital Currencies we determine from time to time (in our absolute discretion). We will not support financial products or securities in any form.
You acknowledge and accept that:
Digital Currency is not recognized legal tender in Australia, the United States of America and other countries and that Digital Currency is not regulated by any central institution and maybe subject to extreme price volatility;
you understand the risks involved with Digital Currencies;
you are responsible to protect your Digital Currency, wallet, computer, email, software bank account, address and personal data against any theft, fraud or illegal activity;
all concluded transactions are irreversible;
you have had the opportunity to obtain independent legal and financial advice about the risks associated with buying Digital Currencies;
trading Digital Currencies involves risk, especially through price fluctuation; and
Caleb & Brown does not own or control the underlying software protocols which govern the operation of Digital Currencies. Generally, the underlying protocols are open source and anyone can use, copy, modify and distribute them.
Each indemnity provided within these Terms of Business survives termination.
We (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) are not liable for:
any default of any counterparty or other entity which holds Fiat Currency or Digital Currency on your behalf or in connection with the Services or through whom transactions on your behalf are conducted;
any loss resulting from a failure or error experienced on any applicable blockchain or cryptocurrency network to which the Digital Currency relates;
any claims, losses or liability to you or any third party arising from or in connection with any change, discontinuance, suspension or termination of our Services and/or Terms, in part or in whole, including without limitation and by way of example only, refunds, lost profits, lost opportunities, monetary damages, disruption in or loss of service; or
any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack.
We cannot make any warranty or representation with respect to the completeness, security, reliability, quality, accuracy, or availability of the Website or Portal.
All express or implied guarantees, warranties, representations, statements, terms and conditions relating to these Terms of Business and the Website and Portal that are not contained in these Terms of Business, including but not limited to any warranties of merchantability, non-infringement, and fitness for particular purpose, are excluded to the maximum extent permitted by law.
If any guarantee, term, condition or warranty is implied into these Terms of Business under the any consumer rights or protections legislation (a Non-Excludable Provision) and we are able to limit your remedy for a breach of the Non-Excludable Provision, then our liability for a breach of the Non-Excludable Provision is limited to the supplying of the services again, or the payment of the cost of having the services supplied again.
Subject to paragraphs (g), (h), (i) and our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, our maximum aggregate liability for all claims under or relating to these Terms of Business or the Website (including the Portal) whether in contract, tort (including negligence), in equity, under statute, under an indemnity, based on fundamental breach or breach of a fundamental term or on any other basis, is limited to:
our Commission, in respect of any liability arising in respect of a Trade; and
otherwise $100.
Subject to our obligations under the Non-Excludable Provisions, and to the maximum extent permitted by law, we (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) are not liable for, and no measure of damages will, under any circumstances, include:
special, indirect, consequential, incidental or punitive damages; or
damages for loss of profits, revenue, goodwill, anticipated savings or loss or corruption of data, whether in contract, tort (including negligence), in equity, under statute or on any other basis, whether or not such loss or damage was foreseeable and even if advised of the possibility of the loss or damage.
Our liability to you is diminished to the extent that your acts or omissions (or those of a third party) contribute to or cause the loss or liability.
You will indemnify and hold harmless Caleb & Brown, its affiliates, and any service providers, and each of their respective officers, directors, employees, agents, licensors, and contractors from and against any claims, suits, actions, demands, disputes, allegations, or investigations brought by any third party, governmental authority, or industry body, and all liabilities, damages (actual and consequential), losses, costs, and expenses, including without limitation all interest, penalties, and legal and other reasonable attorneys' fees and other professional costs and expenses, arising out of or in any way connected with:
your access to or use of the Services;
any Feedback you provide;
your breach or alleged breach of these Terms or your violation of any other provision of these Terms, including any terms and conditions incorporated by reference herein;
your violation of any law, rule or regulation; and/or
your violation of the rights of any third party.
We reserve the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.
Unless otherwise expressly provided to the contrary in the Terms, our Services and any information (including without limitation, research reports, or prices of Digital Currencies) on the Website and Portal are provided on an 'as is' and 'as available' basis, without any representations or warranties, express or implied, to the maximum extent permitted by applicable law. We make no representation or warranty that access to the Website, Portal, any of your Caleb & Brown Account(s), the Services, or any of the material contained therein, will be constantly available or available at all, uninterrupted, timely, complete or error-free.
You may terminate these Terms of Business and close your Accounts at any time for any reason by sending us written email Notice and instruction to withdraw all Assets in accordance with clause 10(b), which shall take effect from the later of the date acknowledged by us and the date we cease to hold any Assets for you.
We may, in our sole and absolute discretion and on written Notice, limit, restrict, suspend or terminate your access to all or a portion of our Services including deactivating your Accounts and any associated Accounts (e.g., Non-individual Accounts), without liability to you, for any reason, including without limitation, where:
we have determined or suspect that you have violated these Terms of Business;
we have determined or suspect that you have breached any express or implied warranties in these Terms of Business or any representations you have made;
you gain, or attempt to gain, unauthorized access to the the Website, Portal, or another person's Account;
we suspect that you are using, or attempting to use our Services or make any Trades to perform any illegal activities, including but not limited to, money laundering, terrorism financing, fraud, or any other criminal activities;
we are concerned about the security of your Accounts, including but not limited to our suspecting a third party has gained unauthorized access to your Account(s);
you attempt to overcome our security features;
you assist any third party to do any of the above;
we suspect that you are in receipt of, or involved in, fraudulent or illegal Assets;
any issue has arisen with the verification or re-verification of your identity, including where you refuse, or fail to complete our required verification or comply with a request for information within a reasonable timeframe;
you are abusive, rude or uncooperative with us;
you are the subject of any sanctions;
your use, or attempted use, of our Services is outside of our risk tolerance;
it is commercially unreasonable for us to continue to provide Services to you;
you owe Commissions to us that are not satisfied within a reasonable timeframe; or
we reasonably consider that we are required to do so by applicable law, or any court or authority to which we are subject in any jurisdiction.
Termination of these Terms of Business pursuant to this clause 16 will be without:
prejudice to the completion of any transaction(s) already initiated and all transactions outstanding at the time of termination will be settled and delivery made;
prejudice to and will not affect any accrued rights, limitation of liability or recourse, indemnities, existing commitments or any contractual provision which states or implies that they survive termination; and
penalty or other additional payment save that you will pay:
our outstanding Commission;
any expenses incurred by us in the provision of the Services or under these Terms of Business payable by you; and
any additional expenses incurred by us as a consequence of termination.
We are required to comply with applicable escheatment laws in relation to the treatment of Abandoned Accounts and unclaimed property. This may include reporting and remitting unclaimed property to a relevant government authority. We may classify an Account as an Abandoned Account where there has been no Client-Initiated Activity for the period prescribed under applicable law (or as we otherwise determine, acting reasonably) and reasonable attempts to contact you have failed. Where this occurs, we may (in order to satisfy our obligations under applicable law and without further notice):
sell all or part of the Assets held in an Abandoned Account;
convert Digital Currency to Fiat Currency at the then-prevailing market rates; and
remit any proceeds or Assets to the relevant government authority.
Where we exercise our rights under paragraph (d), you acknowledge and agree that:
we are not liable for any loss of value, fees or tax consequences incurred in connection with such conversion or remittance;
we may deduct any reasonable administrative costs, fees and legal or compliance expenses from the Abandoned Account prior to any conversion, liquidation or transfer; and
you must liaise directly with the relevant government authority to recover the property, and we have no further responsibility in respect of such property.
We and you will at all times keep confidential and shall not disclose to a third party any information of a confidential nature or otherwise acquired in connection with these Terms or the Services, except for information which either of us is bound to disclose under compulsion of applicable law or by request of regulatory agencies self-regulatory organizations having authority over us or to our respective professional advisors or, in our case, where disclosure to a:
regulatory agency or self-regulatory organization in connection with a routine regulatory examination or pursuant to statutory requirements that are not targeted at you or the Services; or
third party such as a digital currency exchange, service provider or applicable third party (including any bank) is necessary in order to facilitate the proper performance of the Services to you.
Notwithstanding the foregoing, no notice or further action to you shall be required in respect of such disclosure of such confidential information as described above.
We are under no duty to:
disclose to you any information in making any decision;
take any action in connection with the provision of the Services; or
take into account any information or other matters which come to our notice or the notice of any of our directors, officers, partners, employees and agents where this would, or we reasonably believe that in doing so would, be a breach of any duty of confidence to any other person.
This clause 17 survives termination.
We will:
comply with all laws applicable to our use and custody of any data we hold about you in connection with the Services (Customer Data) (including but not limited to all applicable privacy laws) or Digital Currency we hold on your behalf;
notify you if we become aware of any unauthorized access to the Customer Data or loss of Digital Currency we hold on your behalf; and
establish and maintain measures and safeguards that are no less rigorous than the measures and safeguards that can reasonably be expected by reasonable, professional and reputable providers of services similar to the Services and are no less rigorous than the measures and safeguards we use for our own business:
to guard against the destruction, loss or alteration of the Customer Data or Digital Currency in our possession or control;
to prevent any person who does not have the appropriate level of security clearance from gaining access to the Customer Data; and
to establish anti-virus measures to protect the Customer Data.
If you provide any feedback, suggestions, reviews, comments, ideas or other information or materials regarding Caleb & Brown or our Services (including any Trial Products), whether by email, posting through our Services or otherwise (Feedback), you acknowledge that all rights, including all intellectual property rights to these Feedback are exclusively owned by us.
By providing any Feedback, you hereby waive any rights you may have in relation to the Feedback, including any copyrights or moral rights. We will be entitled to the unrestricted use and dissemination of such Feedback for any purpose, without acknowledgment or compensation to you. If you do not agree with this clause or expect to be compensated or want to continue to own or claim rights in the Feedback, please do not submit any Feedback to us.
These Terms of Business, or any of the rights and/or obligations provided hereunder, must not be assigned or otherwise transferred by you to any other person or entity, whether by operation of law or otherwise, without our express written consent, and any attempted assignment in violation of this prohibition shall be void and of no effect.
We may assign or transfer these Terms of Business and/or any or all of its rights and/or obligations hereunder at any time to any of our related bodies corporate. Any permitted assignment or transfer of or under these Terms of Business will be binding upon, and inure to the benefit of the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.
We are committed to providing a high standard of service. If you have a complaint about us, you should raise it in the first instance with your Broker. If you are not satisfied with the response of your Broker (or if you prefer not to raise the matter with such person) please contact [email protected]. Please provide us with the following details in order for us to be able to process your complaint expeditiously:
your name, email address, Customer ID Number and any other information that we may need to identify you;
a clear description of your complaint;
details of what you would like us to do to resolve your complaint; and
any other relevant information and correspondence.
We aim to:
acknowledge receipt of all complaints within five (5) Business Days; and
subject to the laws in your jurisdiction, resolve all complaints within forty-five (45) days, although this may not be possible in all circumstances.
In the event of a dispute arising in relation to these Terms of Business, we and you must first try to resolve such dispute by contacting the other person directly. We may consider the use of alternative forms of dispute resolution, such as binding arbitration or non-binding arbitration at a location of our choosing.
All correspondence, notices, certificates and statements of account (Notices) may be provided to you by whatever means unless otherwise required by applicable law. Any Notices from us to you may be sent to the last email address held for you on our records (as applicable).
It is your obligation to ensure that the email address, address and any other contact information is up to date and accurate.
All Notices will, in the absence of manifest error, be deemed correct, conclusive and binding on you if not objected to in writing by you within three (3) Business Days of receipt.
Any Notice to be made by you to us shall be sent to your Broker's email address or such other email address provided by us to you for such purposes.
A written Notice will be deemed to have been received by you:
if delivered by hand on a Business Day, on the day of delivery and, if delivered by hand on a day other than a Business Day, on the first Business Day after the day of delivery;
if sent by first class post or airmail, on the second (2nd) Business Day after the day of posting if the address is in the same country as that of the sender and if to a different country on the fourth (4th) Business Day;
if sent by email transmission before 5:00pm (Melbourne time) on a Business Day, on the day of transmission; and
if sent by email transmission on a day other than a Business Day or after 5:00pm (Melbourne time) on a Business Day, on the first Business Day after transmission.
A Notice or communication made or delivered to us will be effective only when actually received by the appropriate department or officer responsible for the relevant subject matter.
We (and our affiliates, and its and their respective officers, employees, consultants, advisors and agents) will not be liable for any partial or non-performance of our obligations caused by such events as fires, telecommunications, utility, or power failures, equipment failures, labor strife, riots, war, non-performance of our vendors or suppliers, acts of God, pandemic or epidemic events, digital currency exchange default, custody provider default, bank default, suspension, failure or closure or other causes over which we have no reasonable control.
We, our suppliers, counterparties, custody providers and applicable third parties such as digital currency exchanges and banks may experience cyber-attacks, extreme market conditions, or other operational or technical difficulties which could result in the immediate halt of transactions either temporarily or permanently. Provided that we have taken reasonable commercial and operational measures to prevent such events in technical systems controlled by us, we are not and will not be responsible or liable for any indirect loss, loss of data or any other loss and/or damage of any sort incurred by you as a result of such cyber-attacks, operational or technical difficulties or suspensions of transactions.
Caleb & Brown will never request for any passwords to any accounts or the private keys or seed phrase to your digital wallet. If you are unsure about the security and authenticity of a phone call or email you received, please email us at [email protected].
We may from time to time make available features or functionality designated as trial, beta, pilot or experimental (each, a Trial Product), including for the purposes of evaluation and obtaining Feedback. Trial Products are optional, may be modified, suspended or withdrawn at any time. By accessing a Trial Product, you acknowledge and agree that the Trial Product is provided on an “as is” and “as available” basis, without any representations or warranties (including that the Trial Products are free of bugs, errors, and other problems), express or implied, to the maximum extent permitted by applicable law. Trial Products may not operate as intended and are not intended to be relied upon. The availability or use of any Trial Product does not alter the nature of the Services or give rise to any additional duties, responsibilities or liability on our part beyond those expressly set out in these Terms of Business or required under applicable law, and does not expand or increase our liability to you in any way.
No failure to exercise or delay in exercising any right or remedy under these Terms of Business shall constitute a waiver thereof and no single or partial exercise of any right or remedy under these Terms of Business shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in these Terms of Business are cumulative and not exclusive of any rights and remedies provided by applicable law.
If any provision in these Terms of Business shall in whole or in part be held by any court of competent jurisdiction to any extent to be illegal or unenforceable under any enactment or rule of law that provision or part shall to that extent be deemed not to form part of these Terms of Business and the enforceability of the remainder of these Terms of Business shall not be affected thereby.
To enable us to comply with our reporting obligations under applicable law, you agree to promptly deliver to us any information that we may reasonably require from time to time.
You acknowledge and agree that in conducting business with us pursuant to these Terms of Business, you do not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person other than as expressly set out in these Terms.
You acknowledge that if you have accessed our Services through a Referrer, the Referrer may receive a commission in accordance with clause 11(c) in exchange for referring you to us.
These Terms of Business are governed by the laws of the “governing law and venue” as described in clause 27.
You and we agree that these Terms of Business (and any non-contractual obligations, disputes or claims arising out of or in connection with them) shall be governed by and construed in accordance with the laws of the “governing law and venue” as described in clause 27.
Any officer can rely on and enforce the provisions of these Terms of Business relating to any exclusion or limitation of liability applicable to them. Save for our officers, no person who is not a party to these Terms of Business may enforce any of their provisions or rely on any exclusion or limitation of liability contained herein.
Our contracting entities are listed in the table below along with the governing law and venue that apply between you and us.
| Where you reside | Caleb & Brown entity you are contract with | Governing law and venue |
|---|---|---|
| Default - Anywhere unless expressly identified elsewhere in this table | Caleb and Brown Pty Ltd (ACN 619 023 559) | Victoria, Australia |
| United States of America | Caleb and Brown Limited (Company No. 6441205 / NMLS No. 2560370) | California, USA |
Note: Caleb and Brown Limited has not and will not commence contracting with any persons in a US state until it has obtained its regulatory licenses and approvals (or applicable exemptions) for that US state. If you are a resident in the US, we will notify you when the Services become available to you through Caleb and Brown Limited, after which time you will be contracting with Caleb and Brown Limited when you use the Services.
You acknowledge that while the principal entity you contract with under these Terms of Business is the entity determined in accordance with paragraph (a), in some circumstances we may subcontract some or all of our obligations to an affiliate entity.
Despite anything in these Terms of Business, if you are a resident or located in any of the following countries, the following additional terms and conditions are incorporated into these Terms of Business and govern your use of the Services (Country Conditions).
Caleb and Brown Pty Ltd is registered with the Australian Transaction Reports and Analysis Centre (AUSTRAC) as a reporting entity (DCE100576808-001). We are required to comply with AML/CFT Laws, including 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) and our provision of the Services will be subject to these laws. We may also report your transaction activity to AUSTRAC.
Digital Currency services offered by Caleb and Brown Pty Ltd in the UK are provided on the basis of narrow regulatory exemption and not locally regulated.
Caleb and Brown Pty Ltd communicates financial promotions in the UK pursuant to an arrangement with Eightcap Group Limited FRN 921296, (the FinProm Partner), which approves such financial promotions for distribution in the UK for the purposes of section 21 of the Financial Services and Markets Act 2000 (FSMA).
The role of the FinProm Partner is limited to approving and monitoring financial promotions for compliance with applicable UK laws and regulations and does not constitute:
Digital Currencies are subject to a high degree of risk. The value of Digital Currencies may decrease significantly and you may lose all or substantially all of the value of the Digital Currency holdings.
You should be aware that:
In addition to standard identity verification and customer due diligence requirements for AML/CFT purposes, Caleb and Brown Pty Ltd will require you to complete investor categorisation, an appropriateness assessment and other onboarding & verification procedures required under applicable FCA regulations and UK laws. Caleb and Brown Pty Ltd will refuse to provide the Services (or suspend or terminate an Account or restrict access to the Services, as applicable) where you do not satisfy applicable UK eligibility, client categorisation, appropriateness or other onboarding requirements.
Caleb and Brown Limited maintains licenses to engage in money transmission activities in various US states, and these licenses may impact our provision and your use of the Services depending on where you live. Our licenses and corresponding required disclosures can be found on the Licenses page, which is incorporated by reference.
If you live in the following states, we are required to provide you with the following information:
For Alaska Residents Only:
If your issue is unresolved by Caleb and Brown Limited 844.494.6515, please submit formal complaints with the State of Alaska, Division of Banking & Securities.
Please download the form here: https://www.commerce.alaska.gov/web/portals/3/pub/DBSGeneralComplaintFormupdated.pdf
Submit formal complaint form with supporting documents:
Division of Banking & Securities PO Box 110807 Juneau, AK 99811-0807
If you are an Alaska resident with questions regarding formal complaints, please email us at [email protected] or call (907) 465-2521.
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may complete an Online Complaint Form as stated on the File a Complaint against a Financial Institution or Enterprise page: https://difi.az.gov/complaint
Or the AZ e-Licensing Portal for filing a complaint: https://elicense.az.gov/ARDC_FileComplaint
Or you may call the AZ Financial Institutions Division: (602) 771-2800 | Toll-free: (800) 544-0708
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file the completed complaint form by emailing to [email protected] or by mailing at: 1 COMMERCE WAY, SUITE 402 LITTLE ROCK, ARKANSAS 72202 TELEPHONE: (501) 324-9260 FACSIMILE: (501) 324-9268
Contact Information for Questions or Complaints
If you have a question or complaint regarding our Services, you may contact us at:
If you are not satisfied with our response to your question or complaint, you may contact the Connecticut Department of Banking at (860) 240-8299 or via their website at portal.ct.gov/dob.
Virtual Currency Disclosures
Virtual currency is not legal tender in the United States, is not backed by the United States government, and accounts and value balances are not subject to Federal Deposit Insurance Corporation or Securities Investor Protection Corporation protections. Caleb and Brown Limited charges a fee (Commission) when you buy, sell, swap, or convert Digital Currencies. The Commission rate for each Trade will be agreed between you and Caleb and Brown Limited prior to the Trade being executed, as set forth in clause 11 of these Terms of Business.
IRREVERSIBLE TRANSACTIONS WARNING
WARNING: ONCE EXECUTED, VIRTUAL CURRENCY TRANSACTIONS CANNOT BE UNDONE, REVERSED, OR RECALLED. LOSSES DUE TO FRAUDULENT OR ACCIDENTAL TRANSACTIONS MAY NOT BE RECOVERABLE. VIRTUAL CURRENCY TRANSACTIONS ARE IRREVERSIBLE AND MAY BE USED BY PERSONS SEEKING TO DEFRAUD CUSTOMERS, INCLUDING PERSONS IMPERSONATING GOVERNMENT OFFICIALS, LAW ENFORCEMENT, OR OTHER AUTHORITY FIGURES.
Virtual currency transactions, once executed and recorded on the blockchain, are permanently irreversible. This means:
You are solely responsible for verifying all transaction details, including recipient addresses and amounts, before confirming any transaction. Please take extreme care to ensure accuracy before proceeding with any virtual currency transaction.
Customer Rights and Protections
(1) Liability for Unauthorized Virtual Currency Transactions
You are solely responsible for maintaining the security of your Account credentials, including your password, email access, and two-factor authentication settings. You must notify us immediately if you become aware of any unauthorized access to your Account or any unauthorized virtual currency transaction. Subject to applicable law and these Terms of Business (including clauses 8 and 10), you may be liable for unauthorized transactions that occur as a result of your failure to maintain the security of your Account credentials or your failure to promptly notify us of unauthorized access.
(2) Right to Stop Payment of Preauthorized Virtual Currency Transfers
For certain preauthorized or recurring virtual currency transactions (such as dollar cost average Trades or other standing Trade orders as described in clauses 9.1(d) and 9.2(f)), you have the right to stop payment by canceling the preauthorized transaction prior to execution. To initiate a stop-payment order, you must contact your Broker or submit a cancellation request through the Portal (if such functionality is available) prior to the scheduled execution of the transaction. We will use commercially reasonable efforts to process your stop-payment request, but we cannot guarantee that we will be able to stop payment if the transaction has already been executed or is in the process of being executed at the time we receive your request. Please note that once a virtual currency transaction has been executed and broadcast to the blockchain, it cannot be stopped or reversed under any circumstances.
(3) Disclosure of Customer Information to Third Parties
We will not disclose information concerning your Account to third parties except in the following circumstances:
(4) Customer Information That May Be Disclosed to Third Parties
When we disclose customer information to third parties in the circumstances described above, the information disclosed may include:
(5) Right to Receive Physical Receipt for Virtual Currency Kiosk Transactions
Caleb & Brown does not currently operate virtual currency kiosks. If we begin to offer virtual currency kiosk services in the future, you will have the right to receive a physical, printed receipt for any virtual currency transaction conducted through such a kiosk at the time of the transaction. Such receipt will include all transaction details and relevant warnings.
(6) Right to Consent to Changes in Rules or Policies
As described in clause 1(b) and (c) of these Terms of Business, we may revise these Terms of Business from time to time. We will endeavor to provide you notice of any material revisions by displaying a notice on our Website or by other reasonable means. Upon any change in these Terms of Business or our policies, you have the right to review such changes and determine whether to consent to them. For clarity, your continued use of your Account, the Website, the Portal, and/or Services after we have provided notice of changes will constitute your acceptance of and consent to such changes. If you do not agree to any change, you may terminate your use of the Services in accordance with these Terms of Business.
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file it by contacting the Department at: District of Columbia Department of Insurance, Securities and Banking 1050 First St., NE, Suite 801 Washington, DC 20002 Phone: (202) 727-8000 Fax: (202) 354-1085 E-mail: [email protected]
Consumer Complaint Form Mail-in Version
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file it by contacting the Florida Office of Financial Regulation at: Online: https://flofr.gov/sitePages/FileAComplaint.htm. To file your complaint, you will need to register electronically through Online Services. A valid email address is required.
Florida Office of Financial Regulation - Consumer Finance 200 E. Gaines Street, Tallahassee, FL 32399-0376 850-487-9687 FL Office of Financial Regulation Complaint Portal: https://flofr.gov/sitePages/FileAComplaint.htm
By granting Caleb and Brown Limited a license, the Florida Office of Financial Regulation is not endorsing the use of digital or virtual currencies.
U.S. currency is legal tender backed by the U.S. government. Digital and virtual currencies are not issued or backed by the U.S. government, or related in any way to U.S. currency, and have fewer regulatory protections. The value of digital and virtual currencies is derived from supply and demand in the global marketplace which can rise or fall independently of any fiat (government) currency. Holding digital and virtual currencies carries exchange rate and other types of risk. Potential users of digital or virtual currencies, including but not limited to Bitcoin, should be forewarned of a possible financial loss at the time that such currencies are exchanged for Fiat Currency due to an unfavorable exchange rate. A favorable exchange rate at the time of exchange can result in a tax liability. Please consult your tax advisor regarding any tax consequences associated with your holding or use of digital or virtual currencies.
Licensed by The Georgia Department of Banking and Finance. (Lic. # 2560370 / NMLS# 2560370).
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file it by contacting the Georgia Department of Banking and Finance - Consumer Resources: https://consumer.georgia.gov/resolve-your-dispute/how-do-i-file-complaint
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file it by contacting the Illinois Division of Banking at:
Illinois Department of Financial and Professional Regulation Online: https://www.idfpr.com/DFI/DFIComplaintForm.asp
Division of Financial Institutions: Fill In and Print Complaint Form for Currency Exchange and Title Insurance https://www.idfpr.com/admin/DFI/F1717DFICHI.pdf
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file it by contacting the Office of the State Bank Commissioner.
If submitting electronically, submit your complaint here: https://www.osbckansas.org/consumers/file-a-complaint/
Mail or fax the completed consumer assistance form and attachments to: Kansas Office of the State Bank Commissioner: Attn: Consumer Affairs 700 SW Jackson St, Suite 300 Topeka, KS 66603 Fax: (785) 371-1229 Email: [email protected]
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file it by contacting the Maryland Department of Labor.
The Commissioner of Financial Regulation for the State of Maryland will accept all questions or complaints from Maryland residents regarding [Licence No. [TBC] and NMLS ID: 2560370] by contacting the Commissioner's office at: 500 North Calvert Street, Suite 402, Baltimore, Maryland 21202, or (888) 784-0136. Additional information about Caleb and Brown Limited may be obtained at www.nmlsconsumeraccess.org
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file it by contacting the Minnesota Department of Commerce.
To make a complaint, please make a call contacting the following: Minnesota Department of Commerce 85 8th Place East, Suite 208 Saint Paul, MN 55101 (Local) 651-539-1500 (Complaints) 651-539-1600
Please note the following disclosures associated with virtual currency:
The Mississippi Department of Banking & Consumer Finance recommends that you attempt to resolve your complaint with the financial institution first by contacting Caleb and Brown Limited at [email protected] to allow the opportunity to resolve the issue(s). If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may file your complaint online at https://dbcf.ms.gov/complaint-form/
Caleb and Brown Limited is licensed by the North Dakota Department of Financial Institutions as a money transmitter. If you have a question or complaint, please first contact our support team at [email protected] or 844-494-6515 or our mailing address 895 Glenbrook Ave Bryn Mawr, PA 19010. If you have an unresolved question or complaint regarding the money transmission services provided by Caleb and Brown Limited, you may contact the North Dakota Department of Financial Institutions at (701) 328-9933.
Please note the following disclosures associated with virtual currency:
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may complete an Online Complaint Form with the PA Dept of Banking and Securities at: https://www.portal.dobs.pa.gov/pub/#pub/complaintform
Or you may call the PA Dept of Banking and Securities: 1 (800) PA-BANKS (722-2657)
Please note the following disclosures associated with virtual currency:
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, you may contact the South Carolina Money Services Division by mail at 1000 Assembly St, Columbia SC 29201, by phone at 1-803-734-1221, or online via https://www.scag.gov/inside-the-office/legal-services-division/money-services/submit-a-money-transmitters-complaint/
Caleb and Brown Limited is licensed by the Tennessee Department of Financial Institutions as a money transmitter.
The Tennessee Department of Financial Institutions does not regulate virtual currency. Please note that this license and the required surety bond do not cover the transmission of virtual currency. The Tennessee Department of Financial Institutions does not regulate virtual currency. Tennessee’s Money Transmitter License and the required surety bond do not cover the transmission of virtual currency. However, any company that offers to exchange, administer, or maintain virtual currencies for sovereign currency may be subject to state regulation and licensing as well as federal regulation. To verify a licensed Tennessee Money Transmitter, please click HERE or visit the NMLS Consumer Access website HERE.
If you have a complaint, please contact Caleb and Brown Limited at [email protected]. If you still have an unresolved complaint regarding Caleb and Brown Limited’s money transmission activity, please direct your complaint to: https://www.tn.gov/tdfi/tdfi-how-do-i/file-a-complaint.html or call the Tennessee Department of Financial Institutions at 1-800-778-4215.
Please note the following disclosures associated with virtual currency:
Subject to the terms of this Arbitration Agreement, you and Caleb & Brown agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services or of the Website, any communications (or Notices) you receive, any products sold or distributed through the Website, the Services, or the Terms of Business and prior versions of the Terms of Business, including claims and disputes that arose between us before the effective date of these Terms (each, a Dispute) will be resolved by binding arbitration, rather than in court, except that: (1) you and Caleb & Brown may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Caleb & Brown may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms of Business as well as claims that may arise after the termination of these Terms of Business.
YOU AND CALEB & BROWN HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Caleb & Brown are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subsection entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
YOU AND CALEB & BROWN AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 2.8, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection 2.8. Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Caleb & Brown agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Caleb & Brown from participating in a class-wide settlement of claims.
These Terms of Business evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. You and Caleb & Brown agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (AAA), in accordance with the Consumer Arbitration Rules (AAA Rules) then in effect, except as modified by this section of this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf.
A party who wishes to initiate arbitration must provide the other party with a request for arbitration (Request). If you initiate the arbitration, you must provide Caleb & Brown a copy of your Request by email at [email protected] or through Caleb & Brown’s registered agent for service of process. The Request must include: (1) the name, telephone number, mailing address, email address of the party seeking arbitration, and the email addresses associated with the applicable Account(s); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought, including an accurate, good faith calculation of the amount in controversy in United States Dollars; and (4) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.
If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.
Unless you and Caleb & Brown otherwise agree, or the process set out in subsection 2.8 is triggered, the arbitration will be conducted in the county where you reside. Disputes involving claims, counterclaims, or requests for relief under $25,000, not inclusive of attorneys’ fees and interest, will be conducted solely on the basis of documents you and Caleb & Brown submit to the arbitrator. If your claim exceeds $25,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules.
You and Caleb & Brown agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.
The arbitrator will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) business days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules, provided that if the process set out in subsection 2.8 is triggered, the AAA will appoint the arbitrator for each batch.
The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to subsection 2.3, including any claim that all or part of the subsection 2.3 is unenforceable, illegal, void or voidable, or that subsection 2.3 has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in subsection 2.8, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in subsection 2.8. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us. This means that, among other things, you and we agree that an arbitral award shall have no preclusive effect in any other proceeding involving other parties. Judgment on the arbitration award may be entered in any court having jurisdiction. In any award of damages, the arbitrator shall abide by the limitation of liability in these Terms of Business.
The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Caleb & Brown need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.
To increase the efficiency of administration and resolution of arbitrations, you and Caleb & Brown agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Caleb & Brown by or with the assistance of the same law firm, group of law firms, or organizations, within a thirty (30) day period (or as soon as possible thereafter), the AAA shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (Batch Arbitration).
All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (Administrative Arbitrator). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Caleb & Brown.
You and Caleb & Brown agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.
This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
Notwithstanding any provision in these Terms of Business to the contrary, we agree that if Caleb & Brown makes any future material change to this Arbitration Agreement, it will notify you. Your continued use of the Website and/or Services, including the acceptance of products and services offered on the Website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes.