1.1 Exchange Rules
The Exchange Rules are issued by the Australian Global Digital Asset Exchange Pty Ltd ACN 627 013 094 (hereinafter, “the Company” or “AGDA”). The Exchange Rules set out the rules and requirements that govern the operation of the Platform and are implemented to help ensure that:
( i ) AGDA endeavours to comply with all relevant legislations and regulations in Australia;
( ii ) in relation to the operation of the Platform, AGDA cooperates with relevant regulatory bodies, including but not limited to ASIC, ACCC and AUSTRAC;
( iii ) AGDA has the absolute power to make and to amend the Exchange Rules from time to time for the operation of the Platform legitimately and in accordance with these Exchange Rules;
( iv ) the AGDA Approved List is maintained to preserve the good reputation of the Platform in accordance with the Exchange Rules;
( v ) the operation of the Platform is transparent and fair to all Platform Participants; and
( vi ) Applicants and Issuers are provided with procedures for making representations in respect of decisions made by AGDA.
1.2 Interpretation and General Clauses
These Exchange Rules are governed by the laws of New South Wales, Australia.
1.2.1 Rules of interpretation
In the interpretation of this agreement:
( i ) references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
( ii ) words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate, partnerships, joint ventures, unincorporated associations and any other persons or organizations, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;
( iii ) grammatical forms of defined words or phrases have corresponding meanings;
( iv ) the meaning of general words is not limited by specific examples introduced by ‘includes’, ‘including’, ‘for example’, ‘such as’ or similar;
( v ) reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia unless otherwise stated; and
( vi ) if the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day.
In this agreement, unless the context otherwise requires:
ACCC means Australian Competition and Consumer Commission;
AML/CTF Requirements means financial crime risks such as money laundering and terrorist financing risks and other due diligence and know your customer requirements and procedures;
Applicant means an Issuer that is applying for admission and/or listing on the Platform;
Application Form for Token Listing means an application for a Token for listing onto the Exchange;
ASIC means Australian Securities and Investments Commission;
AUSTRAC means Australian Transaction Reports and Analysis Centre;
AGDA means the Company, Australian Global Digital Asset Exchange Pty Ltd
ACN 627 013 094;
AGDA Approved List means the list of Tokens and other digital assets granted access to the Platform;
AGDA Approved Tokens means the Tokens and other digital assets on the AGDA Approved List;
AGDA Rules means:
( a ) the Exchange Rules;
( b ) any requirement, decision or direction of AGDA, including the provisions of any notice, circular or similar instrument issued by AGDA;
( c ) any document that AGDA declares as part of the AGDA Rules for the purposes of this definition; and
( d ) any document that AGDA declares to vary, replace or novate any of the above;
AGDA Website means https://www.agdaex.com.au/.
Business Day means a day on which banks are open for general banking business in Australia (not being a Saturday, Sunday or public holiday in Australia);
Control means the power to directly or indirectly exercise control by means of trusts, agreements, arrangements, understandings, whether or not based on legal or equitable rights, and includes where a person can exercise control through making decisions about financial and operating policies;
Controller of a Person means the person that has the power to Control that person;
Corporations Act means the Corporations Act 2001 (Cth);
Equivalent Regulatory Authority means a regulatory or governmental authority that, in the opinion of the Company, is of equivalent standing to ASIC;
Formal Notice means any notice published on the Website in respect of any matter required by the Exchange Rules or required by the Company in respect of any circumstance that the Company determines should be the subject of a Formal Notice;
Good Industry Practice means, in relation to any undertaking and circumstances, the exercise of due skill, diligence, prudence and foresight, as can be expected from a skilled and experienced person engaged in the same or similar type of undertaking under the same or similar circumstances;
Issuer means any person that issues a Token;
Listing means listing of Tokens on the Platform;
Loss means all damage, loss, cost, claim, liability, obligation or expense (including legal costs and expenses of any kind), of any kind whatsoever under any theory of liability, including direct, indirect, consequential, incidental or special losses, economic losses or loss of profits, loss of data, loss of goodwill or business reputation, cost of procurement of substitute tokens, or other intangible loss;
Person means any of the following:
( i ) an individual;
( ii ) a company;
( iii ) a trust;
( iv ) a partnership;
( v ) a corporation sole; and
( vi ) a body politic;
Platform means the AGDA rules based market for Tokens and digital assets, also known as AGDA Platform, operated by the Company for the purpose of the provision of digital currency exchange services;
Platform Participant means a person who has opened an account on the Platform;
Regulatory Authorities means ASIC, AUSTRAC, ACCC and any other Australian regulatory authorities that AGDA may be reasonably expected to cooperate with;
Relevant Rule means any part of the AGDA Rules;
The Company means Australian Global Digital Asset Exchange Pty Ltd ACN 627 013 094, or AGDA;
Token means the coins, tokens, crypto currencies, digital currencies and or digital assets of the like, which represent a digital value that function as a medium of exchange, a store of economic value, or a unit of account, and such is not issued by or under the authority of a government body, and may be used as consideration for the supply of goods or services, and are generally available to members of the public without any restriction on their use as consideration, and are not considered as a security in accordance with any applicable laws and regulations in Australia;
Token Requirements means the requirements of a Token for listing by the Applicant as set out in Application Form for Token Listing; and
Website means the website, https://www.agdaex.com.au/, also known as AGDA Website operated by AGDA.
2. The Company
The Company, trading as AGDA, must remain incorporated under the laws of Australia.
( i ) AGDA must comply with the laws of Australia.
( ii ) AGDA must comply with all orders, directives, rules or other such instruments issued by ASIC.
2.3 Exclusion of liability
( i ) AGDA is not liable to any Issuer, Applicant, Platform Participant or to any other person in respect of any act done or omitted to be done, in good faith, in the performance of its functions under the AGDA Rules. For the avoidance of doubt, the AGDA Rules do not establish a private right of action by any person against AGDA.
( ii ) AGDA is not liable for any Loss, liability or costs whatsoever arising from or in connection with the Platform and/or any Platform Participants.
2.4 Power to establish committees and make appointments
AGDA may establish such committees and appoint such persons to monitor and enforce the AGDA Rules, or to otherwise assist in the operation of the Platform, as it considers necessary.
2.5 Power to delegate
AGDA may delegate any power or role that it holds under the AGDA Rules to any committee or person established or appointed under paragraph 2.4.
2.6 Regulatory principles
( i ) Efficiency, honesty and fairness
AGDA must conduct its business with efficiency, honesty and fairness.
( ii ) Conflicts of Interest
AGDA must have in place adequate arrangements for the management of conflicts of interest that may arise.
( iii ) Due regard
AGDA must pay due regard to the interests and needs of each and all its customers and must communicate with them in a way that is fair, clear and not misleading.
( iv ) Financial resources
AGDA must maintain adequate financial and non-financial resources.
( v ) Skill, care and diligence
AGDA must manage and control its business effectively, and conducts its business with due skill, care and diligence, including having proper regard to risks to its business and customers.
( vi ) Protection of customer assets and money
AGDA must have effective arrangements in place for the protection of customer assets and money when it is responsible for them.
( vii ) Corporate governance
AGDA must have effective corporate governance arrangements.
( viii ) Security
AGDA must have systems in place to prevent, detect and disclose financial crime risks such as money laundering and terrorist financing.
( ix ) Contingency arrangements
AGDA must be resilient and have contingency arrangements for the orderly and solvent wind down of its business.
3. AGDA Rules
3.1 Power to make rules
AGDA may publish such rules, requirements, decisions, direction, notices, circulars or similar instruments, as it considers necessary for the operation of the Platform.
3.2 Effective date of rules
Any rule, requirement, decision, direction, notice, circular or similar instrument published under paragraph 3.1 will be effective from the date of publication, or such later date as AGDA may specify.
3.3 Monitoring and enforcement
AGDA shall have adequate arrangements and resources for the effective monitoring and enforcement of compliance with the AGDA Rules.
If any paragraph of the AGDA Rules is inconsistent with any other paragraph in the AGDA Rules, the inconsistency will be resolved by the decision of AGDA.
The AGDA Rules may at AGDA’s discretion be translated into a language other than English. To the extent that an Issuer, Applicant, Platform Participant or any other person has been provided with a translation of the AGDA Rules in a language other than English, the English language version of the AGDA Rules will also be provided to them and such English language version shall prevail over the version of any other language in case of any discrepancies or ambiguities due to translation.
3.6 Status of the AGDA Rules
The AGDA Rules do not have the force of law and should not be interpreted in a way that would override the provision of any law. However, the AGDA Rules may be taken into account by AGDA in connection with the exercise of any of its powers, functions and responsibilities.
3.7 Governing law
The Australian law governs the AGDA Rules and, to the extent the law permits, all matters in connection with the AGDA Rules including any non-contractual matters. AGDA and all Applicants, Issuers and Platform Participants submit to the non-exclusive jurisdiction of the courts of that place.
4. Waiver and variation of AGDA Rules
4.1 Power to waive or vary AGDA Rules
AGDA may by notice waive or vary any part of the AGDA Rules.
4.2 Scope of waiver or variation
( i ) Any waiver or variation granted by AGDA under paragraph 4.1 will apply only to such Applicants, Issuers or Platform Participants in such circumstances, and between such dates and times, as AGDA may specify.
( ii ) AGDA must at the time of granting the waiver or variation, or at later date, specify the date and time at which any such waiver or variation will cease to have effect, following which the paragraph waived or varied will continue in effect as if no variation or waiver had occurred.
4.3 Application for waiver or variation
An application for waiver or variation must:
( i ) be made in writing by an Issuer and addressed to AGDA;
( ii ) contain a clear explanation of why the waiver or variation is necessary; and
( iii ) include:
( a ) all information that is relevant to the application;
( b ) copies of all documents that are relevant to the application; and
( c ) details of any special circumstances or requirements, for example, the period for the which waiver or variation is sought.
4.4 Timing of application
An application for waiver or variation must be made at least 10 Business Days before the proposed waiver or variation is to take effect.
5. Revision of AGDA Rules
5.1 Power to revise
AGDA may revise the AGDA Rules.
5.2 No requirement to notify before revising the AGDA Rules
For the avoidance of doubt, AGDA is under no requirement to notify any person before exercising its power under paragraph 5.1.
5.3 Publication of revisions
( i ) Revisions to the AGDA Rules will be published on the AGDA Website and will be effective from the date of publication, or such later date as AGDA may specify.
( ii ) It is the responsibility of Applicants, Issuers and Platform Participants to regularly check the Website for updates to the AGDA Rules.
5.4 Proceedings following amendment or deletion of AGDA Rules
Where any Relevant Rule is amended or deleted, any proceedings, investigation, disciplinary or enforcement action in respect of:
( i ) a right, privilege, obligation or liability acquired, accrued or incurred under the Relevant Rule in force at the time it was acquired; or
( ii ) a breach of, or act of misconduct under, the Relevant Rule in force at the time that breach or misconduct occurred,
may be instituted, continued or enforced, and any disciplinary action or penalty in respect of such breach or act of misconduct may be imposed and carried out by AGDA, as if the Relevant Rule had not been amended or deleted.
6. Extension of time
6.1 Power to extend time
AGDA may extend any time period that is specified in any paragraph of the AGDA Rules.
6.2 Application for extension of time
An application for an extension of time under paragraph 6.1 must:
( i ) be made in writing as soon as it is known that the specified time period cannot be met;
( ii ) contain a clear explanation of why the extension of time is necessary; and
( iii ) contain details of any special circumstances or requirements, for example, the period for which the extension of time is sought.
6.3 Concurrent application
An application for an extension of time under paragraph 6.2 may be made concurrently with any other application or notice under the AGDA Rules.
7. Cooperation with Regulatory Authorities
7.1 Requirement to cooperate
AGDA is required to cooperate with the Regulatory Authorities.
7.2 Prompt performance
AGDA must perform its obligations under the AGDA Rules promptly, and within any specific time for performance expressly stated.
7.3 Notifications to regulatory bodies
AGDA must, in any notification given to Regulatory Authorities under the AGDA Rules, provide all necessary information to ensure that the Regulatory Authorities are fully aware of the nature of the circumstances giving rise to the requirement to notify and of the details of what has occurred.
7.4 Consent of regulatory bodies
AGDA must comply with all consent requirements imposed by Regulatory Authorities.
8. The Website
8.1 Requirement to maintain the Website
AGDA must maintain the Website in accordance with Good Industry Practice.
8.2 The Website as primary information source
AGDA must ensure that the Website is fit for purpose as the primary information source for:
( i ) the general public;
( ii ) Platform Participants;
( iii ) Applicants; and
( iv ) Issuers
regarding AGDA and the Platform.
8.3 Access to the Website
AGDA must ensure that the Website is publicly accessible, and is appropriately secured against:
( i ) hacking;
( ii ) malware; and
( iii ) distributed denial of service attacks,
in accordance with Good Industry Practice.
9. AGDA Approved List
9.1 Requirement to maintain the AGDA Approved List
AGDA must maintain the AGDA Approved List.
9.2 Access to the AGDA Approved List
AGDA must ensure that the AGDA Approved List is accessible through the Website.
9.3 AGDA Approved Tokens
All Tokens that are approved as AGDA Approved Tokens shall at the time of approval qualify for inclusion on the Approved List.
9.4 Power to add or remove any Token
( i ) AGDA may add any Token to, or remove any AGDA Approved Token from, the AGDA Approved List in accordance with the AGDA Rules.
( ii ) Application for inclusion of a Token on the AGDA Approved List shall be made by submission of an Application Form for Token Listing.
( iii ) AGDA will assess any applications for inclusion of a Token on the AGDA Approved List at its discretion.
( iv ) AGDA may, at its discretion, add a Token to the AGDA Approved List without any reference, liaison, correspondence or discussion with the Issuer as it, at its sole discretion, sees fit.
Fees charged for listing Tokens on the Platform and inclusion on the AGDA Approved List will be determined by AGDA on a case by case basis.
10. Platform Participants
10.1 Power to approve Platform Participants
AGDA may in its ultimate discretion approve or reject an application of a person to be a Platform Participant.
10.2 Requirements to be set out on the Website
AGDA must set out the following in respect of Platform Participants:
( i ) eligibility;
( ii ) application procedure; and
( iii ) assessment criteria,
on the Website.
10.3 AML/CTF Requirements
AGDA must ensure that all Platform Participants have been subject to appropriate procedures in accordance with requirements under the Anti-Money Laundering and Counter Terrorism Financing Act 2006 (Cth) before they are permitted to purchase or sell via the Platform, and on an ongoing basis.
11. Trading on the Platform
11.1 Trading to take place via the Website
AGDA must provide for trading of AGDA Approved Tokens on the Platform on, or via a platform that is accessible through, the Website.
11.2 Platform Participants access
AGDA must ensure that only Platform Participants are able to buy and sell AGDA Approved Tokens on the Platform.
11.3 Integrity of the Platform
AGDA may take any measure that it considers necessary to protect the integrity of the Platform, including by:
( i ) temporarily stopping or limiting trading in certain AGDA Approved Tokens; and
( ii ) imposing minimum and maximum buying or selling amounts for certain AGDA Approved Tokens.
11.4 Security of the Platform
AGDA must employ appropriate security measures to protect the Platform in accordance with Good Industry Practice.
( i ) AGDA may choose to follow one or more chains resulting from a fork in a AGDA Approved Token List.
( ii ) AGDA will publish its decision under paragraph 11.3 ( i ) on the Website.
12. Suspension of Trading
12.1 Power to suspend
AGDA may suspend, with effect from such time as it may determine, the trading on the Platform generally or selectively of a AGDA Approved Token:
( i ) if in AGDA’s opinion, the reputation, integrity or smooth operation of the Platform is, or may be, jeopardised; or
( ii ) where AGDA believes that suspension is necessary to protect Platform Participants and prospective Platform Participants.
12.2 Notice of Suspension
AGDA will announce any suspension of trading in respect of a AGDA Approved Token or of the Platform generally by way of a Formal Notice on the Website.
If AGDA suspends the trading of a AGDA Approved Token, it may impose such conditions for lifting the suspension, as it considers appropriate.
An Issuer whose AGDA Approved Token is suspended from trading must continue to comply with the Exchange Rules in so far as they are relevant.
12.5 Request for suspension
( i ) An Issuer may request that AGDA exercise its power under paragraph 12.1.
( ii ) AGDA will not suspend trading in a AGDA Approved Token upon a request unless it is satisfied that the circumstances justify the suspension.
12.6 Details of request for suspension
A request for suspension under paragraph 12.5 ( i ) must include:
( i ) the name of the AGDA Approved Token to be suspended;
( ii ) a clear explanation of the background and reasons for the request and the date and time the Issuer requests the suspension to take effect, and to cease (if known);
( iii ) copies of all documents that are relevant to the application;
( iv ) details of any special circumstances or requirements; and
( v ) the name and contact details of the person at the Issuer with whom AGDA should liaise with in relation to the request.
( i ) AGDA may restore the trading of any AGDA Approved Token that has been suspended if it satisfied that:
( a ) there are no longer any circumstances that warrant the suspension; or
( b ) the circumstances that resulted in, or contributed to, the suspension are no longer applicable and that trading is otherwise appropriate.
( ii ) For the avoidance of doubt, AGDA may restore the trading of the AGDA Approved Token even though the Issuer does not request it.
12.8 Request for restoration
( i ) An Issuer may request that AGDA exercise its power under paragraph 12.7.
( ii ) AGDA will not restore trading in a AGDA Approved Token unless it is satisfied that the circumstances justify the restoration.
12.9 Details of request for restoration
A request for restoration under paragraph 12.8 ( i ) must include:
( i ) the name of the AGDA Approved Token to be restored;
( ii ) a clear explanation of the background and reasons for the request and the date and time from which the Issuer requests the restoration to take effect; and
( iii ) the name and contact details of the person at the Issuer with whom AGDA should liaise in relation to the request.
13. Confidential information
AGDA must not disclose any information received by it concerning any Applicant, Issuer or Platform Participant, except:
( i ) to the Regulatory Authorities;
( ii ) to Equivalent Regulatory Authorities;
( iii ) information that is publicly available;
( iv ) where under compulsion of law including, where legally obliged, to law enforcement authorities;
( v ) to any regulatory or governmental authority or market operators involved in the supervision of businesses or persons engaged in the Platform, where considered necessary by AGDA;
( vi ) where consent from the relevant persons involved has been given to the disclosure of the information concerned;
( viii ) to allow AGDA to institute, carry on or defend any legal proceedings; or
( ix ) to enable AGDA to publish such information as may be required, including the publication of any list or lists, statistical and market information, notice or other document or publication required or envisaged by the AGDA Rules.
AGDA must maintain arrangements to receive, consider and investigate complaints that it receives from:
( i ) the general public;
( ii ) Platform Participants;
( iii ) Applicants; and
( iv ) Issuers.