Terms of Service
Last updated: 19, December 2019
This agreement (the “Agreement”) is for customers who reside outside the United States of American
This is an agreement between you and VNDC HOLDING PTE. LTD (“ VNDC”)
VNDC HOLDING PTE. LTD, a private limited company incorporated in Singapore with company number 202007057D and whose registered office address is at 138 ROBINSON ROAD, #02-50, OXLEY TOWER, SINGAPORE 068906
References in this Agreement to "VNDC", "we", "our" or "us", are to VNDC depending on the services being discussed, and references to "you" or "your" are to the person with whom VNDC enters into this Agreement
We refer to all services of VNDC as the "VNDC Services", which can be accessed via the platform operated by VNDC (the “VNDC Platform”) (including the online platform which is accessible via the mobile applications “VNDC wallet Pro” or the website vndc.io).
You should be aware that the risk of loss in trading or holding Digital assets can be substantial. As with any asser, the value of Digital assets can go up or down and there can be a substantial risk that you lose money buying, selling, holding or invessting Digital assets. You should carefully consider whether trading or holding Digital Assets is suitable for you in light of your financial condition.
To be eligible to use any of the VNDC Services, you must be at least 18 years old and reside in a country in which the relevant VNDC Services are accessible. Please note that not VNDC Services are available in every country.
2. VNDC SERVICES
2.1. Digital Asset Services
The following services (the "Digital Asset Services") may be provided to you by VNDC:
- digital asset wallets (the " Digital Asset wallets ") enabling you to store, track, transfer, and manage your balances of certain supported digital currencies like Bitcoin or Ethereum … collectively "Digital Asset”; and
- a Digital asset exchange service enabling you to obtain prices for your purchases and sales of Digital assets, and (subject to certain restrictions) carry out any such purchases or sales on the VNDC App (the “Digital Asset Exchange Service”).
2.2. Additional VNDC Services
In addition to the core service (i.e. the Digital Asset Exchange Service), the following services ("Additional Services ") may be made available by VNDC such as P2P, staking daily, Credit Line, Cryto Escrow, Farming, Launchpad …
You agree to be responsible for the payment of and pay all fees when you use services.
3. ACCOUNT SETUP
3.1 Registration of VNDC Account
To use the VNDC Services, you will need to register for a VNDC account (a “VNDC Account") by providing your details, including your name, email address and a password and accepting the terms of this Agreement.
By using a VNDC Account, you agree and represent that you will use the VNDC Services only for yourself. Each customer may register only one VNDC account. You are fully responsible for all activity that occurs under your VNDC Account.
We may, in our sole discretion, refuse to open a VNDC Account for you, or suspend or terminate any VNDC Accounts (including but not limited to duplicate accounts) or suspend or terminate the trading of specific Digital Asset in your account.
3.2. Identity Verification
You agree to provide us with the information we request (which we may request at any time deemed necessary) for the purposes of identity verification and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including as set out in Appendix 2 Verification Procedures and Limits and permit us to keep a record of such information.
You will need to complete certain verification procedures before you are permitted to start using the VNDC Services and to access specific VNDC Services, including certain transfers of Digital Asset, and the limits that apply to your use of the VNDC Services may be altered as a result of information collected on an ongoing basis.
The information we request may include (but is not limited to) personal information such as your name, residential address, telephone number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) network status, customer type, customer role, billing type, mobile device identifiers (e.g. international mobile subscriber identity and international mobile equipment identity) and other subscriber status details, and any such information that VNDC is required to collect from time to time under applicable law.
You may also be required to undergo “Enhanced Due Diligence”, where VNDC may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with VNDC staff so that VNDC may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of VNDC Services.
In providing us with this or any other information that may be required, you confirm that the information is true, accurate and complete, and you have not withheld any information that may influence VNDC’s evaluation of you for the purposes of your registration for a VNDC Account or the provision of VNDC Services to you. You undertake to promptly notify in writing and provide VNDC with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by VNDC and/or applicable law. You permit us to keep records of such information. We will treat this information in accordance with section Data Protection
You authorise us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to fraud prevetion or financial crime agencies and that these agencies may respond to our enquiries in full. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use futher VNDC Services and/or before permitting you engage in transactions beyond certain volume limits.
4. DIGITAL ASSET SERVICES
4.1. In General
Your Digital Asset Wallet enables you to send Digital Asset to, and request, receive, and store Digital Asset from, other users or third parties outside the VNDC Platform, by giving instructions through VNDC App (each such transaction is a “Digital Asset Transaction”)
The Digital Asset exchange service enables you to trade and exchange Digital Assets on the VNDC Platform. VNDC facilitates and enables the purchase and sale of Digital Asset between its customers on the VNDC Platform
4.2. Transaction fulfilment
We will make reasonable efforts to fulfil all purchases (buy/sell) of Digital Asset, but in some circumstances, we may be unable to. If this is the case, we will notify you and seek your approval to re-attempt the purchase at the current Exchange Rate (as defined below).
4.3. Exchange Rate
Each purchase or sale of Digital Asset is also subject to the Exchange Rate for the given transaction. The "Exchange Rate" means the price of a given supported Digital Asset in Fiat Asset as quoted on VNDC App. The Exchange Rate is stated either as a "Buy Price" or as a "Sell Price", which is the price at which you may buy or sell Digital Asset, respectively
You acknowledge that the Buy Price Exchange Rate may not be the same as the Sell Price Exchange Rate at any given time, and that we may add a margin or ‘spread’ to the quoted Exchange Rate. You agree to accept the Exchange Rate when you authorise a transaction. We do not guarantee the availability of any Exchange Rate. We do not guarantee that you will be able to buy and / or sell your Digital Asset on the open market at any particular price or time.
4.4. Authorisations; Reversals; Cancellations
By clicking the ‘Buy’ or ‘Sell’ button on VNDC App, you are authorising VNDC to initiate the transaction at the quoted Buy Price or Sell Price and agree to any associated Conversion Fees and Exchange Fees and any other fees
You cannot cancel, reverse, or change any transaction marked as complete or pending. If your payment is not successful or if your payment method has insufficient funds, you authorise us, in our sole discretion, either to cancel the transaction or to debit your other payment methods, including balances on Digital Asset, in any amount necessary to complete the transaction. You are responsible for maintaining an adequate balance and/or sufficient credit limits in order to avoid overdraft, insufficient funds, or similar fees charged by your payment provider. VNDC reserves the right to suspend access to VNDC Services until such insufficient payment is addressed
4.5. Digital Asset Transaction
We will process Digital Asset Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We do not guarantee the identity of any user, receiver, requestee or other third party and we will have no liability or responsibility for ensuring that the information you provide is accurate and complete
Digital Asset Transactions cannot be reversed once they have been broadcast to the relevant Digital Asset network. If you initiate a Digital Asset Transaction by entering the recipient's email address and the recipient does not have an existing VNDC Account, we will invite the recipient to open a VNDC Account. If the recipient does not open a VNDC Account within 30 days, we will return the relevant Digital Asset to your Digital Asset Wallet
We may charge network fees to process a Digital Asset Transaction on your behalf. We will calculate the network fees at our discretion, although we will always notify you of the network fees at (or before) the time you authorise the Digital Asset Transaction. Network fees for each individual transaction will be disclosed to you at the time of purchase on the checkout page. When you or a third party sends Digital Asset to a VNDC Digital Asset Wallet from an external wallet not hosted on VNDC, the person initiating the transaction is solely responsible for executing the transaction properly, which may include, among other things, payment of network fees in order for the transaction to be completed successfully. Non-payment of network fees may cause your transaction to remain in a pending state outside of VNDC’s control and we are not responsible for delays or loss incurred as a result of an error in the initiation of the transaction and have no obligation to assist in the remediation of such transactions
Once submitted to a Digital Asset network, a Digital Asset Transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Asset network. A Digital Asset Transaction is not complete while it is in a pending state. Digital Asset associated with Digital Asset Transactions that are in a pending state will be designated accordingly and will not be included in your Digital Asset Wallet balance or be available to conduct Digital Asset Transactions until confirmed by the network
We may also refuse to process or cancel any pending Digital Asset Transaction as required by law, regulation or any court or other authority to which VNDC is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, fraud, or any other financial crime.
4.6. Supported Digital Assets
Our Digital Asset Services are available only in connection with those digital assets or digital currencies that VNDC supports, and this may change from time to time.
Under no circumstances should you attempt to use your Digital Asset Wallet to store, send, request, or receive digital assets (digital currencies) in any form that we do not support. We assume no responsibility or liability in connection with any attempt to use your Digital Asset Wallet for digital currencies that we do not support. You acknowledge and agree that VNDC bears no responsibility and is not liable for any unsupported asset that is sent to a wallet associated with your VNDC Account.
4.7. Ending support of a digital Asset
VNDC may in its sole discretion terminate support for any Digital Asset. VNDC will provide you no less than 2 days notice (unless a shorter period is required by applicable law or a regulatory authority) via email to the email address associated with your VNDC account to announce the end of such support or by announcing on the VNDC App or Website vndc.io. If you do not sell or send such Digital Asset off platform during this time, VNDC reserves the right to withdraw such Digital Assets from your account and credit your VNDC account with the market value of a supported Digital Asset (which denomination will be selected in our reasonable discretion)
4.8. Operation Digital Asset Protocols
We do not own or control the underlying software protocols which govern the operation of Digital Assets supported on our platform. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them.
We assume no responsibility for the operation of the underlying protocols and we are not able to guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you store in your Digital Asset Wallet may change.
In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (including “forks”). Any such material operating changes may materially affect the availability, value, functionality, and/or the name of the Digital Asset you store in your Digital Asset Wallet. VNDC does not control the timing and features of these material operating changes. It is your responsibility to make yourself aware of upcoming operating changes and you must carefully consider publicly available information and information that may be provided by VNDC in determining whether to continue to transact in the affected Digital Asset using your VNDC Account. In the event of any such operational change, VNDC reserves the right to takes such steps as may be necessary to protect the security and safety of assets held on the VNDC Platform, including temporarily suspending operations for the involved digital currency(ies), and other necessary steps; VNDC will use its best efforts to provide you notice of its response to any material operating change; however, such changes are outside of VNDC’s control and may occur without notice to VNDC. VNDC’s response to any material operating change is subject to its sole discretion and includes deciding not to support any new digital Asset, fork, or other actions
You acknowledge and accept the risks of operating changes to Digital Asset protocols and agree that VNDC is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that VNDC has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported assets/ currencies/ protocols
4.9. Digital Asset Storage & Transmission Delays
The VNDC securely stores Digital Asset private keys, in a combination of online and offline storage. Our security protocols may delay the initiation or crediting of a Digital Asset Transaction.
4.10. Third Party Payment
We have no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or receive from, or sell or transfer to, any third party (including other users of the Digital Asset Services). We are not responsible for ensuring that a third party buyer or a seller you transact with will complete the transaction or is authorised to do so. If you experience a problem with any goods or services purchased from, or sold to, any third party using Digital Asset transferred using the Digital Asset Services, or if you have a dispute with such third party, you should resolve the dispute directly with that third party.
If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify VNDC Support at https://help.vndc.io/hc/en-us/requests/new so that we may consider what action to take, if any
4.11. Digital Asset Title
All Digital Assets held in your Digital Asset Wallet are assets held by the VNDC for your benefit on a custodial basis. Among other things, this means:
- Title to Digital Asset shall at all times remain with you. As the owner of Digital Asset in your Digital Asset Wallet, you shall bear all risk of loss of such Digital Asset. VNDC has not any liability for fluctuations in the fiat asset value of Digital Asset held in your Digital Asset Wallet
- None of the Digital Assets in your Digital Asset Wallet are the property of, or shall or may be loaned to, VNDC; VNDC does not represent or treat assets in a user’s Digital Asset Wallets as belonging to VNDC. VNDC may not grant a security interest in the Digital Asset held in your Digital Asset Wallet. Except as required by a facially valid court order, a valid request from law enforcement or except as provided herein, VNDC will not sell, transfer, loan, hypothecate, or otherwise alienate Digital Asset in your Digital Asset Wallet unless instructed by you or compelled by a court of competent jurisdiction to do so.
- You control the Digital Assets held in your Digital Asset Wallet. At any time, subject to outages, downtime, and other applicable policies, you may withdraw your Digital Asset by sending it to a different blockchain address controlled by you or a third party.
- In order to more securely hold customer Digital Asset, VNDC may use shared blockchain addresses, to hold Digital Assets held on behalf of customers and/or held on behalf of VNDC. Customers’ Digital Asset is segregated from VNDC’s own Digital Asset or funds by way of separate ledger accounting entries for customer and VNDC accounts. Notwithstanding the foregoing, VNDC shall not have any obligation to use different blockchain addresses to store Digital Assets owned by you and Digital Asset owned by other customers or by VNDC
VNDC is under no obligation to issue any replacement Digital Asset in the event that any Digital Asset, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible
5. TRANSACTIONS LIMITS AND ENHANCED DUE DILIGENCE
5.1. Transactions limits
The use of all VNDC Services is subject to a limit on the volume, you may transact or transfer in a given period (e.g. daily). Please see Appendix 2 Verification Procedures and Limits for further details. To view your limits, login to your VNDC Account. Your transaction limits may vary depending on your verification steps you have completed, and other factors. We reserve the right to change applicable limits as we deem necessary. If you wish to raise your limits beyond the posted amounts, you may submit a request at https://help.vndc.io/hc/en-us/requests/new.
5.2. Enhanced Due Diligence
We may require you to submit additional information about yourself or your business, provide records, and arrange for meetings with VNDC staff if you wish to raise your limits ("Enhanced Due Diligence"). We reserve the right to charge you costs and fees associated with such Enhanced Due Diligence although if we intend to do so, we will notify you in advance so that you can decide whether you wish to proceed with the request. In our discretion, we may refuse to raise your limits, or we may lower your limits at a subsequent time even if you have completed Enhanced Due Diligence.
6. SUSPENSION, TERMINATION, AND CANCELLATION
6.1. Suspension, Termination, and Cancellation
We may: (a) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorised (even after funds have been debited from your VNDC Account), (b) suspend, restrict, or terminate your access to any or all of the VNDC Services, and/or (c) deactivate or cancel your VNDC Account with immediate effect for any reason, including but not limited to where:
- we reasonably believe that we need to do so in order to protect our reputation
- we are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction
- we reasonably suspect you of acting in breach of this Agreement
- we reasonably suspect you to have breached our ‘Behaviour Policy’ or our ‘Policy on Prohibited Use, Prohibited Businesses and Conditional Use’ (as set out in Appendix 1)
- we have concerns that a transaction is erroneous or about the security of your VNDC Account or we suspect that the VNDC Services are being used in a fraudulent or unauthorised manner
- we suspect money laundering, terrorist financing, fraud, or any other financial crime
- use of your VNDC Account is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your VNDC Account activity; and / or
- you take any action that may circumvent our controls such as opening multiple VNDC Accounts or abusing promotions which we may offer from time to time
We may also refuse to complete or block, cancel or reverse a transaction you have authorised where there is insufficient Digital Asset in your Digital Asset Wallet to cover the transaction and (where applicable) associated payment fees.
6.2. If we refuse to complete a transaction and / or suspend, restrict or close your VNDC Account, and / or terminate your use of VNDC Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure of your VNDC Account. In the event that we refuse to complete a transaction and / or suspend your VNDC Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction
We may suspend, restrict, or terminate your access to any or all of the VNDC Services and/or deactivate or cancel your VNDC Account, without reason.You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your VNDC Account, may be based on confidential criteria that are essential for the purposes of ou risk management and security protocols. You agree that VNDC is under no obligation to disclose the details or its risk management and security procedures to you.
6.3. Consequences of Termination or Suspension
On termination of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which VNDC is subject in any jurisdiction, you are permitted to access your VNDC Account:
(A) for ninety (90) days thereafter for the purposes of transferring Digital Asset out of your Digital Asset Wallet(s) and/or out of the VNDC Platform; and/or
(B) at any point in the 90 day period commencing with the date of the termination of this Agreement for the purposes of transferring Digital Asset out of your Digital Asset Wallet and/or out of the VNDC Platform.
You are not permitted to use the VNDC Services or your VNDC Account for any other purposes during these periods and we may, at our discretion, limit the functionality of the VNDC Platform or access to the VNDC App for you accordingly
If we suspend or close your VNDC Account or terminate your use of VNDC Services for any reason, we reserve the right to require you to re-complete the procedures outlined at Section 3.2 Identity Verification before permitting you to transfer or withdraw Digital Asset.
7.1 Release of VNDC
If you have a dispute with one or more users of the VNDC Services (other than VNDC), you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement (including without limitation your breach of our ‘Behaviour Policy’ or our ‘Policy on Prohibited Use, Prohibited Businesses and Conditional Use’ (as set out in Appendix 1) or your violation of any law, rule or regulation, or the rights of any third party.
7.3. Limitations of Liability
VNDC’s total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities or expenses which you may suffer arising out of, or in connection with, any breach by VNDC of this Agreement shall be limited to a maximum aggregate value of the combined value of the Digital Asset on deposit in your Digital Asset Wallet at the time of the relevant breach by VNDC. Where we are considering a specific claim relating to a specific transaction this sum shall be further limited to the purchase / sale amount (as relevant) of the transaction in dispute
7.4. Limitation of Loss
In addition to the liability cap at Section 7.3 Limitations of Liability above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this Agreement or otherwise:
(A) any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a Digital Asset Transaction properly, your damages are limited to no more than the combined value of the supported Digital Asset at issue in the transaction, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell the Digital Asset.
(B) any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; any loss of use of hardware, software or data and / or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital asset price data; any error or delay in the transmission of such data; and / or any interruption in any such data; and
(C) any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage)
7.5. Applicable Law
The limitation of liability in this Section 7 Liability is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the VNDC Services. Nothing in this Agreement shall limit our liability resulting from our fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence.
7.6. No Warranties
The VNDC Services, the VNDC Platform are provided on an "as is" and "as available" basis, with no further promises made by us around availability of the VNDC Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the VNDC Platform, any of the VNDC Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free
We make no representations about the accuracy, order, timeliness or completeness of historical Digital Asset price data available on the Website or VNDC App. Any materials, information, view, opinion, projection or estimate presented via the Site is made available by VNDC for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view opinion, projection or estimate provided on the Site (Website or VNDC App) and/or the Site. Accordingly, no warranty whatsoever is given by VNDC and no liability whatsoever is accepted by VNDC for any loss arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection or estimate provided in or made available through the Site and/or the Site
The VNDC Services, VNDC Platform and Site are not intended to provide specific investment, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.
We will make reasonable efforts to ensure that Digital Asset Transactions, requests for debits and credits involving Digital Asset Wallets are processed in a timely manner but VNDC makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the VNDC Services and Site
7.7. No Liability of Breach
We are not liable for any breach of the Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules
8. SITE AVAILABILITY AND ACCURACY
8.1. Access & Availability
Access to VNDC Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your VNDC Account or the VNDC Services, including the inability to initiate or complete transactions and may also lead to support response time delays
(A) although we strive to provide you with excellent service, we do not guarantee that the Site or other VNDC Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your VNDC Account will be accessible; and
(B) please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues.
Under no circumstances shall VNDC be liable for any alleged damages arising from service interruptions, delays in processing transactions, or lack of timely response from VNDC customer support
8.2. Site Accuracy
Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content (as defined below)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors
In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions
Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.
9. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION
9.1 Contact VNDC
If you have any feedback, questions, or complaints, contact us via our ‘Customer Support’ webpage https://help.vndc.io/
When you contact us please provide us with your name, email address, and any other information that we may need to identify you, your VNDC Account, and the transaction on which you have feedback, questions, or complaints.
If you have a dispute with VNDC, you agree to contact our support team in the first instance to attempt to resolve such dispute. If we cannot resolve the dispute through our support team, you and we agree to use the complaints process set out in this Section 9.2. You agree to use this process before commencing any action as set out in Section 9.4. If you do not follow the procedures set out in this Section 9.2 before pursuing action under Section 9.4, we shall have the right to ask the relevant court/authority to dismiss your action/application unless and until you complete the following steps:
In the event of a complaint which has not been resolved through your contact with VNDC Support, please use our complaint form to set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The complaint form can be found on the VNDC support pages, https://help.vndc.io/hc/vi/requests/new or can be requested from VNDC Customer Support. We will acknowledge receipt of your complaint form after you submit it. A customer complaints officer (an Officer) will consider your complaint. The Officer will consider your complaint without prejudice based on the information you have provided, and any information provided by VNDC
Within 15 business days of our receipt of your complaint the Officer will address all points raised in your complaint by sending you an email (Resolution Notice) in which the Officer will: (i) offer to resolve your complaint in the way your requested; (ii) make a determination rejecting your complaint and set out the reasons for the rejection; or (iii) offer to resolve your complaint with an alternative solution. In certain circumstances, if the Officer is unable to respond to your complaint within 15 business days, the Officer will (unless prohibited by applicable law) send you a holding reply indicating the reasons for a delay in answering your complaint and specifying the deadline by which the Officer will respond to your complaint (which will be no later than 35 business days from our receipt of your complaint)
Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.
9.3. If we have not been able to resolve your complaint via the complaint process set out in Section 9.2 above, you may escalate your complaint via the dispute processes set out in Section 9.4 below as applicable to you
9.4. Both you and we agree that we shall not commence any of the dispute processes set out at 9.4 below in relation to the whole or part of your complaint until the complaint process set out in Section 9.2 has been completed, although nothing in Section 9.2 or in this Section 9.4 shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction: For complaints or disputes arising out of or in connection with this Agreement or the provision of VNDC Services, the VNDC Platform or the Site, you submit to the the courts of Singapore with consumer jurisdiction to any mandatory rights available to consumers to commence proceedings against VNDC.
10. DATA PROTECTION
(A) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed
11.1 Password Security
In order to access VNDC Services, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access VNDC Services safe and maintaining adequate security and control of any and all security details that you use to access the VNDC Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected.
Any loss or compromise of your electronic device or your security details may result in unauthorised access to your VNDC Account by third-parties and the loss or theft of any Digital Asset held in your VNDC Account. You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others
VNDC will never under any circumstances ask you for your IDs, passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your account. You should not provide your details to any third party for the purposes of remotely accessing your account. Always log into your VNDC Account through the VNDC App to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice
We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of VNDC and/or failure to follow the requirements set out in this Section 11.1 or follow or act on any notices or alerts that we may send to you
11.2. Authentication and Verification
In order to access VNDC Services users are required to provide an email address and create a password. VNDC offers two-factor authentication via a user’s mobile device (Short Message Service (“SMS”) or a supported Time-based One Time Password application). A verified phone number is required to enable two-factor authentication via SMS. Users are responsible for keeping electronic devices through which VNDC Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the VNDC Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s VNDC Account by third-parties and the loss or theft of any Digital Asset and/or funds held in your VNDC Account and the misuse of any associated accounts.
11.3. Security Breach
If you suspect that your VNDC Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or VNDC (together a Security Breach), you must:
- notify VNDC Support as soon as possible by email free of charge at: [email protected]
- continue to provide accurate and up to date information throughout the duration of the Security Breach; and
- you must take any steps that we reasonably require to reduce, manage or report any Security Breach
Failure to provide prompt notification of any Security Breach may be taken into account in our determination of the appropriate resolution of the matter.
11.4. Safety and Security of Your Computer and Devices
VNDC is not liable for 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 advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
12.1. Your Compliance with Applicable Law
You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the VNDC Services, the VNDC Platform and the Site.
12.2. Probihited and Conditional Use
In connection with your use of the VNDC Services, and your interactions with other users and third parties, you agree to comply with the ‘Policy on Prohibited Use, Prohibited Businesses and Conditional Use’ (as set out in Appendix1). Nothing contained herein should be construed as granting, by implication, estoppel or otherwise, any licence or right for the Digital Asset to be used for illegal, unlawful, fraudulent, unethical, or unauthorised purposes or to promote or facilitate any illegal, unlawful, fraudulent, unethical or unauthorised activities. We reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
We will notify you of any change to the Agreement relating to VNDC Services. In such circumstances, you will be deemed to have accepted the change if you do not notify us otherwise prior to the date the change takes effect and continue to use the VNDC Services. If you do not accept the change you should let us know, and the Agreement will terminate at the end of the notice. You may also end the Agreement immediately and free of charge with effect at any time before the expiry of the notice.
We may make all other amendments to the Agreement (including in relation to any other VNDC Services) by posting the revised Agreement on the Site or by emailing it to you, indicating when the revised Agreement becomes effective. Although we will endeavour to provide you with advance notice where possible, where lawful we may indicate that the revised Agreement shall be effective immediately and if you do not agree with any such modification, you should close your VNDC Account and cease using the VNDC Services. You agree that any notification of amendments in the manner as aforesaid shall be sufficient notice to you, and your continued access and/or use of VNDC Services and/or the Site shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the revised Agreement
Copies of the most up-to-date version of the Agreement will be made available in the Site at all times.
12.4. Relationship of the Parties
Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, either you or VNDC to be treated as partners or joint ventures, or either you or VNDC to be treated as the agent of the other
12.5. Privacy of Others
If you receive information about another user through the VNDC Services, you must keep the information confidential and only use it in connection with the VNDC Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the VNDC Services.
12.6. Contact Information
You are responsible for keeping your contact details (including your email address and telephone number) up to date in your VNDC Account profile in order to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected Security Breaches). Please see Appendix 3 for more detail in relation to how we will communicate with you
It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the VNDC Services, and to withhold, collect, report and remit the correct amount of tax to the appropriate tax authorities. Your transaction history is available through your VNDC Account
12.8. Unclaimed Property
If we hold Digital Asset on your behalf, and we are unable to contact you and have no record of your use of the VNDC Services for several years, applicable law may require us to report the Digital Asset as unclaimed property to the authorities in certain jurisdictions. We will try to locate you at the address shown in our records, but if we are unable to, we may be required to deliver any such Digital Asset to the authorities in certain jurisdictions as unclaimed property. We reserve the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
12.9. Death of Account Holder
For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your VNDC Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new VNDC Account, as further described below, and the entirety of your VNDC Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorize us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new VNDC Account. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your VNDC Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your VNDC Account. Pursuant to the above, the opening of a new VNDC Account by a designated executor / trustee is mandatory following the death of a VNDC Account owner, and you hereby agree that your executor / trustee will be required to open a new VNDC Account and provide the information required under Section 3 of this Agreement in order to gain access to the contents of your VNDC Account
12.10. Entire Agreement
This Agreement (including documents incorporated by reference herein) comprise the entire understanding and agreement between you and VNDC as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and VNDC
Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement
12.12. Transfer and Assignment
This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We may transfer or assign our rights licenses, interests and / or our obligations at any time, including as part of a merger, acquisition or other corporate reorganisation involving VNDC, provided that this transfer or assignment does not materially impact the quality of the VNDC Services you receive. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.
12.14. Enforcement of Our Rights
We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time
12.15. Change of Control
In the event that VNDC is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, acquisition, sale, or other change of control
All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, VNDC Account cancellation, debts owed to VNDC, general use of the VNDC Platform or Site, disputes with VNDC, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.
12.17. Governing Law
This Agreement and the relationship between us shall be governed by the laws of Singapore, subject to any local mandatory law, or rights available to Consumers.
Appendix 1 : PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
1. Prohibited Use
You may not use your VNDC Account to engage in the following categories of activity ("Prohibited Uses"). The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of VNDC Services or the VNDC Platform involves a Prohibited Use or have questions about how these requirements apply to you, please submit a support request at: https://help.vndc.io/hc/vi/requests/new or [email protected]
By opening a VNDC Account, you represent and warrant that you will not use your VNDC Account, any VNDC Services and/or the VNDC Platform to do any of the following:
(A) Unlawful Activity: Activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation or sanctions programs administered in the countries where VNDC conducts business, including but not limited to regulatory regimes administered by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC"), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate any unlawful material or information.
(B) Abusive Activity: Actions which impose an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information; transmit or upload any material to the Site that contains viruses, trojan horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorised access to the Site, other VNDC Accounts, computer systems or networks connected to the Site, through password mining or any other means; use VNDC Account information of another party to access or use the Site, except in the case of specific merchants and / or applications which are specifically authorised by a user to access such user's VNDC Account and information; or transfer your account access or rights to your account to a third party, unless by operation of law or with the express permission of VNDC
(C) Abuse Other Users: Interfere with another individual's or entity's access to or use of any VNDC Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; harvest or otherwise collect information from the Site about others, including without limitation email addresses, without proper consent.
(D) Fraud: Activity which operates to defraud VNDC, VNDC users, or any other person; provide any false, inaccurate, or misleading information to VNDC.
(E) Gambling: Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy sports leagues with cash prizes; internet gaming; contests; sweepstakes; games of chance.
(F) Intellectual Property Infringement: Engage in transactions involving items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the law, including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorisation from the rights holder; use of VNDC intellectual property, name, or logo, including use of VNDC trade or service marks, without express consent from VNDC or in a manner that otherwise harms VNDC or the VNDC brand; any action that implies an untrue endorsement by or affiliation with VNDC.
2. Prohibited Businesses
In addition to the Prohibited Uses described above, the following categories of businesses, business practices, and sale items are barred from being carried out using VNDC Services or the VNDC Platform ("Prohibited Businesses"). Most Prohibited Businesses categories are imposed by card network rules or the requirements of our banking providers or processors. The specific types of use listed below are representative, but not exhaustive. If you are uncertain as to whether or not your use of VNDC Services or the VNDC Platform involves a Prohibited Business, or have questions about how these requirements apply to you, please contact us at: https://help.vndc.io/hc/vi/requests/new or [email protected]
By opening a VNDC Account, you represent and warrant that you will not use VNDC Services or the VNDC Platform in connection with any of the following businesses, activities, practices, or items:
- Restricted Financial Services: bail bonds, collections agencies
- Intellectual Property or Proprietary Rights Infringement: sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorisation from the rights holder
- Counterfeit or Unauthorised Goods: unauthorised sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported or which are stolen
- Regulated Products and Services: marijuana dispensaries and related businesses; sale of tobacco, e-cigarettes, and e-liquid; online prescription or pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other explosives; fireworks and related goods; toxic, flammable, and radioactive materials.
- Drugs and Drug Paraphernalia: sale of narcotics, controlled substances, and any equipment designed for making or using drugs, such as bongs, vaporisers, and hookahs
- Pseudo Pharmaceuticals: pharmaceuticals and other products that make health claims that have not been approved or verified by the applicable local and/or national regulatory body
- Substances designed to mimic illegal drugs: sale of a legal substance that provides the same effect as an illegal drug.
- Adult Content and Services: pornography and other obscene materials (including literature, imagery and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features
- Multi-level Marketing: pyramid schemes, network marketing programs
- Unfair, predatory or deceptive practices: investment opportunities or other services that promise high rewards; sale or resale of a service without added benefit to the buyer; resale of government offerings without authorisation or added value; sites that we determine in our sole discretion to be unfair, deceptive, or predatory towards consumers; and
- High-risk businesses: any businesses that we believe poses elevated financial risk, legal liability, or violates card network or bank policies
3. Conditional Use
Express written consent and approval from VNDC must be obtained prior to using VNDC Services for the following categories of business and/or use ("Conditional Uses"). Consent may be requested by contacting us at: https://help.vndc.io/hc/vi/requests/new or [email protected]
VNDC may also require you to agree to additional conditions, make supplemental representations and warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if you use VNDC Services in connection with any of the following businesses, activities, or practices:
- Charities: Acceptance of donations for non-profit enterprise
- Games of Skill: Games which are not defined as gambling under this Agreement or by law, but which require an entry fee and award a prize; and
- Religious/Spiritual Organisations: Operation of a for-profit religious or spiritual organisation
Appendix 2: VERIFICATION PROCEDURES AND LIMITS
VNDC uses multi-level systems and procedures to collect and verify information about you in order to protect VNDC and the community from fraudulent users, and to keep appropriate records of VNDC's customers. Your access to one or more VNDC Services or the VNDC Platform, and limits imposed on your use of VNDC Services (including but not limited to daily or weekly conversion limits, VNDC Pro deposit, withdrawal and trading limits, instant buy limits, Digital Asset Wallet transfer limits, and limits on transactions from a linked payment method), and any changes to such limits from time to time, may be based on the identifying information and/or proof of identity you provide to VNDC
VNDC may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any VNDC Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your account's ‘Limits’ page on the Site https://help.vndc.io/hc/vi/requests/new or [email protected]
You may submit a request at https://help.vndc.io/hc/vi/requests/new or [email protected] to request larger limits. VNDC will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and VNDC does not guarantee that we will raise your limits.
Appendix 3 : COMMUNICATIONS
1. Electronic Delivery of Communications
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, " Communications") that we provide in connection with your VNDC Account and your use of VNDC Services. Communications include:
(B) account details, history, transaction receipts, confirmations, and any other account or transaction information
(C) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
(D) responses to claims or customer support inquiries filed in connection with your VNDC Account
Unless otherwise specified in this Agreement, we will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed in your VNDC Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification, and you agree that such Communications will constitute sufficient notice of the subject matter therein
2. How to Withdraw Your Consent
You may withdraw your consent to receive Communications electronically by contacting us at: https://help.vndc.io/hc/vi/requests/new or [email protected]. If you fail to provide or if you withdraw your consent to receive Communications in the specified manner, VNDC reserves the right to immediately close your VNDC Account or charge you additional fees for paper copies of the Communications
3. Updating your Information
It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if VNDC sends you an electronic Communication but you do not receive it because your primary email address you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, VNDC will be deemed to have provided the Communication to you
You may update your information by logging into your VNDC Account and visiting settings or by contacting our support team at: https://help.vndc.io/hc/vi/requests/new or [email protected]
Appendix 4: ADDITIONAL ELIGIBILITY FOR VIETNAM CITIZEN
For Vietnamese citizens under 18 years of age, to be eligible to use any VNDC Services, you must be at least 14 years old and have been issued with a citizen identification card (with chip).