Terms of Service

Terms of Service.

2023-07-13 18:43:11

Effective Date: 11 February 2026

Welcome to GroveX. These Terms of Service (“Terms”) are a legally binding agreement between you (“User”, “you”) and GroveX Pty Ltd (ABN 13 667 226 459 / ACN 667 226 459) (“GroveX”, “we”, “us”, “our”) governing your access to and use of the GroveX website, mobile application, APIs (if any), and related services (collectively, the “Services”).

By accessing or using the Services, you confirm you have read, understood, and agree to be bound by these Terms.

Risk Warning: Digital asset trading involves risk. You may lose some or all of your funds. GroveX does not provide financial, legal, or tax advice.

1. Acceptance of Terms

1.1 Incorporation by Reference

These Terms incorporate by reference our Privacy Policy, AML/KYC Policy, Fee Schedule, Trading Rules / Market Integrity Policy, and any other policies, disclosures, rules, guidelines, or pages we publish on or through the Services (together, “Policies”). The Policies form part of these Terms and are binding on you.

1.2 Changes to Terms

We may modify these Terms at any time. We will provide notice of material changes by email to your registered email address and/or by prominent notice on the Platform where practicable. Continued use of the Services after the effective date of changes constitutes acceptance of the revised Terms.

2. Definitions

In these Terms:

• Account means your GroveX account and internal ledger balances.
• Authorised Agent means any person, software, algorithm, bot, or AI-enabled tool that you authorise (including via API keys, OAuth, device access, or other credentials) to access your Account and/or place Orders on your behalf.
• Digital Asset means a cryptocurrency, stablecoin, token, or other digital representation of value supported by the Platform.
• Fiat means government-issued currency (e.g., AUD, USD), if supported.
• Order means an instruction to buy or sell a Digital Asset on the Platform.
• Trade means an executed Order (in whole or in part).
• Platform means the GroveX website, app, APIs (if any), and underlying systems used to provide the Services.
• Stablecoin means a Digital Asset designed to maintain a stable value relative to a reference asset (e.g., USD), including USDT and USDC.
• Promotional Benefits means rebates, rewards, bonuses, credits, fee reductions, referral benefits, campaigns, and similar incentives.
• Abusive Trading means activity intended primarily to extract value from Platform mechanics rather than genuine market risk or price discovery, including exploiting precision/rounding, tick-size, fee/rebate, conversion, price-feed, or latency differences.
• Platform Error means any bug, defect, pricing error, outage, latency, delay, mismatch, or unintended behaviour affecting the Platform, pricing, execution, fees, balances, or records.
• Restricted Jurisdictions means jurisdictions where the Services are not offered or are restricted, including jurisdictions listed on the Restricted Jurisdictions Page (if published) and any jurisdiction where offering the Services would be unlawful or would require GroveX to obtain registrations, licences, authorisations, or approvals.
• U.S. Person means any U.S. citizen, U.S. permanent resident (green card holder), person located in the United States, or any person otherwise subject to U.S. jurisdiction for purposes of accessing or using the Services.
• U.S. Territories includes Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa, and the Northern Mariana Islands.

3. Eligibility

To use the Services, you must:

• be 18 years or older;
• have legal authority and capacity to enter a binding agreement;
• not be located in, or a resident of, any jurisdiction where use of the Services is prohibited, including sanctioned countries;
• not have been previously suspended or removed from the Platform; and
• not be listed on any national or international sanctions list, including those maintained by the Australian Department of Foreign Affairs and Trade (DFAT) or the United Nations.

We may request information to confirm eligibility at any time and may restrict access where required by law, Policy, or risk management.

3.1 Restricted Jurisdictions; United States

The Services are not offered to, and must not be accessed or used by, any person who is:

• located in, resident in, or ordinarily resident in the United States of America (including U.S. Territories); or
• a U.S. Person; or
• located in any other Restricted Jurisdiction.

You must not attempt to access the Services from a Restricted Jurisdiction, including by using VPNs, proxies, or other circumvention tools. If we detect or reasonably suspect Restricted Jurisdiction access or U.S. Person status, we may restrict your Account (including withdrawal-only status), require verification, and/or suspend or terminate the Account, subject to applicable law.

3.2 High-Risk Jurisdictions

We may restrict or prohibit onboarding, access, and/or specific features for Users connected to high-risk jurisdictions, high-risk counterparties, or high-risk typologies as determined by GroveX’s AML/CTF risk assessment and monitoring.

4. Account Registration and Security

4.1 Account Creation

To access full functionality, you must create an Account and provide accurate, complete, and truthful information during registration and any verification process.

4.2 Keeping Information Updated

You must maintain and promptly update your Account information so it remains accurate, current, and complete.

4.3 Credentials and Security

You are responsible for safeguarding your credentials and multi-factor authentication devices. You are responsible for all activities conducted through your Account, whether or not you authorised them.

4.4 Wallets and Custody

GroveX may provide deposit addresses and wallet functionality through GroveX systems and/or third-party wallet infrastructure providers. If you use any external self-custody wallet outside GroveX, you are solely responsible for securing it (including private keys and seed phrases). GroveX does not control and is not responsible for external self-custody wallets.

4.5 Device Security and SIM-Swap / Email Compromise Risk

You are responsible for maintaining the security of your devices, email accounts, phone numbers, and authentication methods. To the extent permitted by law, GroveX is not responsible for losses arising from compromise of your email, SIM-swap attacks, malware, phishing, or social engineering outside GroveX’s reasonable control.

4.6 Unauthorised Use

You must notify GroveX immediately of any unauthorised use or security breach affecting your Account.

4.7 Geofencing and Circumvention

We may use geolocation, IP analysis, device signals, and other tools to restrict access from Restricted Jurisdictions. You must not attempt to bypass these controls.

5. KYC & AML/CTF Compliance; Sanctions; Transfer-of-Value Requirements

GroveX is committed to complying with applicable AML/CTF laws and regulations, including those enforced by AUSTRAC in Australia, and applicable sanctions laws and regulations.

5.1 When KYC Is Required

KYC verification is mandatory for certain Services, including all Fiat deposits and withdrawals (if supported), and other transactions that may require verification due to thresholds, risk indicators, or legal requirements.

5.2 Crypto-to-Crypto

For standard crypto-to-crypto trading and withdrawals not involving Fiat, KYC may not be required by default. This does not limit GroveX’s right to request KYC at any time.

5.3 Discretionary KYC and Enhanced Due Diligence

GroveX may require KYC and/or additional checks from any User at any time and for any transaction type (including crypto-to-crypto) where, for example: monitoring detects unusual activity; verification is required to mitigate risk; regulatory requirements change; or activity triggers internal thresholds or compliance flags.

5.4 Source of Funds / Source of Wealth

Where required for compliance or risk management, you agree to provide information or documents relating to source of funds and/or source of wealth.

5.5 Sanctions Screening; Freezes and Restrictions

We may screen Accounts and transactions for sanctions and compliance purposes. Where required by law or where we reasonably believe it is necessary for compliance or risk management, we may block, freeze, restrict, refuse, or delay transactions, deposits, withdrawals, or access to funds.

5.6 Consequences of Non-Compliance

We may restrict, suspend, or terminate access to any part of the Services until you complete required verification and satisfy compliance requirements.

5.7 Transfers of Value; Required Information (“Travel Rule” style)

Where required by law, regulation, or AUSTRAC guidance, GroveX may be required to collect, verify, transmit, or retain information relating to Digital Asset transfers (including sender/originator and recipient/beneficiary information). If required information is missing, inconsistent, or not provided, GroveX may delay, reject, reverse, or hold a transfer and may restrict your Account until requirements are satisfied.

6. Privacy

Your use of the Services is subject to our Privacy Policy, which describes how we collect, use, store, and protect personal information.

7. Deposits, Withdrawals, Network Risk, and Fiat Payment Reversals

7.1 Fiat Deposits/Withdrawals

Available Fiat methods (if supported) will be specified on the Platform. Processing times may vary. KYC is required for all Fiat transactions.

7.2 Crypto Deposits/Withdrawals; Network Risk; Compliance Data

You are responsible for ensuring the correct Digital Asset and network address are used. Blockchain transactions are generally irreversible. GroveX is not responsible for funds sent to incorrect addresses or incompatible networks, or for losses caused by network congestion, validator/miner delays, chain reorganisations, protocol changes, or third-party provider issues. Where required for compliance, GroveX may request additional information and may delay, hold, or refuse processing until satisfied.

7.3 Confirmations

We may require a certain number of network confirmations before crediting deposits or allowing withdrawals. Requirements may vary.

7.4 Limits and Fees

Minimum/maximum limits may apply and may change. Applicable fees will be displayed before you confirm a transaction. Network fees and third-party fees may apply.

7.5 Delays/Holds

GroveX may delay, hold, refuse, restrict, or reverse deposits/withdrawals for compliance, security, fraud prevention, operational reasons, risk management, or legal requirements.

7.6 Chargebacks, Reversals, and Payment Disputes (Fiat Rails)

If a Fiat payment is reversed, charged back, disputed, recalled, or invalidated, you authorise GroveX to reverse or claw back related credits/balances/purchases, place holds, require repayment, and recover amounts owed including by set-off as permitted by law.

8. Custody and Third-Party Wallet Providers

8.1 Third-Party Wallet Services

GroveX may use third-party wallet infrastructure providers and/or custodians to support Digital Asset deposits, withdrawals, and storage.

8.2 Authorisation

You authorise GroveX and its service providers to hold, transfer, and process Digital Assets as needed to provide the Services, including operational transfers (e.g., hot/cold wallet movements), subject to these Terms and applicable law.

8.3 Third-Party Systems

We do not control third-party systems and are not responsible for outages, delays, or failures attributable to third parties, except as required by law.

8.4 Ownership; Internal Ledger

Except where prohibited or limited by law, you retain beneficial ownership of Digital Assets credited to your Account, subject to these Terms (including holds, reversals, set-off, and compliance restrictions). Your entitlements are recorded on GroveX’s internal ledger.

8.5 Not a Bank; No Deposit Insurance

GroveX is not a bank or authorised deposit-taking institution. Digital Assets and Fiat (if supported) held with GroveX are not deposits and are not covered by any government deposit insurance or compensation scheme.

8.6 Client Asset Safeguarding; No Rehypothecation (Unless Disclosed)

GroveX seeks to safeguard client assets using operational, technical, and compliance controls. GroveX will not lend, pledge, or otherwise use User Digital Assets for GroveX’s own account unless expressly disclosed to you in product-specific terms and permitted by law.

9. Trading Rules; Market Integrity; Prohibited Conduct

9.1 Trading Rules / Market Integrity Policy

Trading is subject to our Trading Rules / Market Integrity Policy, which may include precision rules, minimum order sizes, fee rules, rate limits, anti-self-trade controls, restrictions on abusive automation, and market surveillance/enforcement. We may update Trading Rules from time to time.

9.2 General Prohibitions

You must not engage in illegal, fraudulent, or unauthorised activity, violate applicable laws, infringe rights, attempt unauthorised access, disrupt systems, distribute malware/phishing, create multiple Accounts to evade enforcement, or impersonate others.

9.3 Market Manipulation and Abusive Trading (Explicitly Prohibited)

You must not engage in conduct that GroveX reasonably determines undermines market integrity, including wash trading, spoofing/layering/quote stuffing, pump-and-dump schemes, exploitation of precision/rounding/tick-size/fee/latency differences, stale quote exploitation, and profiting from Platform Errors or abnormal conditions.

9.4 Automated Trading

Bots/APIs (if provided) are permitted only if compliant with these Terms and Policies. Abusive, manipulative, or disruptive automated activity is prohibited.

10. API Terms (If Applicable)

If GroveX provides APIs or programmatic access, API credentials are personal to your Account and must be secured. You must comply with documentation, rate limits, and Trading Rules. We may throttle, suspend, or revoke API access at any time for abuse, security risk, Prohibited Conduct, or suspected circumvention.

10A. Agentic Commerce; Authorised Agents; AI Bots

If you authorise an Authorised Agent (including a bot or AI tool) to access your Account or place Orders, you are responsible for its actions and for safeguarding any credentials used.

Unless GroveX expressly permits otherwise, Accounts may only be held by natural persons or legal entities capable of entering these Terms (no “AI-only” account holders).

We may implement “circuit breakers” and controls to protect Users and the Platform, including rate limits, velocity limits, anomaly detection, temporary pauses, forced API resets, and withdrawal restrictions. We may disable an Authorised Agent’s access where reasonably necessary for compliance, security, or integrity.

11. Order Handling; Error Trades; Repricing; Cancellation; Reversals

11.1 No Guarantee of Continuous or Error-Free Markets

Markets may be affected by latency, outages, feed delays, and congestion. We do not guarantee continuous or error-free operation.

11.2 Platform Errors and Disruptions

If GroveX reasonably determines that any Order, Trade, credit, rebate, fee, balance update, execution, or price resulted from Platform Error, abnormal conditions, prohibited conduct, or breach, we may take corrective action.

11.3 Corrective Actions

To the extent permitted by law, GroveX may cancel/void/reverse trades, reprice trades to a fair market rate, remove/withhold/reverse/claw back gains or Promotional Benefits, freeze assets, impose holds, restrict trading, require verification, and adjust records.

11.4 No Entitlement to Improper Gains

You are not entitled to profits or benefits arising from errors, delays, exploitative activity, or prohibited conduct, even if such gains appear temporarily.

11.5 Investigations

We may investigate suspected prohibited conduct and restrict activity during an investigation.

12. Account Freezes, Holds, and Withholding of Funds

To the extent permitted by law, GroveX may freeze, suspend, restrict, or terminate your Account and may hold or withhold assets where reasonably necessary for compliance, sanctions, security, fraud prevention, investigations, recovery of amounts owed, risk management, or operational integrity. Holds may remain as long as reasonably necessary. GroveX may refuse to release funds where prohibited by law or where release would create material legal/compliance/security risk.

13. Negative Balances; Set-Off

If your Account shows a negative balance, you agree to repay amounts owed. To the extent permitted by law, you authorise GroveX to set off amounts you owe against balances in your Account and to convert assets as reasonably necessary to effect set-off.

14. Trading Risks and Stablecoin Risks

14.1 General Trading Risk

Digital Asset trading involves substantial risk and volatility. You may lose some or all of your funds. You are solely responsible for trading decisions.

14.2 Stablecoin Risk

Stablecoins may de-peg, lose value, face issuer/reserve risk, regulatory risk, and network risk. GroveX does not guarantee redemption or value stability of any Stablecoin.

14.3 No Advice

GroveX does not provide financial, investment, legal, or tax advice.

14.4 No Derivatives / Margin / Leverage

Unless GroveX publishes separate product-specific terms and required disclosures, GroveX does not offer derivatives, futures, options, perpetuals, margin, leverage, or interest-bearing products.

14A. Market Emergency Protocol (Including Stablecoin De-Pegging)

A “Market Emergency Event” may include stablecoin de-pegging (e.g., trading below 0.95 of its intended peg for 30 minutes based on reasonable indicators), severe dislocation, oracle/feed failures, security incidents, or regulatory directives.

During a Market Emergency Event, GroveX may take reasonable measures including pausing trading, setting markets to reduce-only/sell-only, restricting deposits/withdrawals, adjusting limits, and cancelling/unwinding trades materially impacted by abnormal conditions or Platform Errors as permitted by these Terms. We will provide notice where practicable.

15. Forks, Airdrops, and Network Events

Digital Asset networks may undergo forks, airdrops, upgrades, or disruptions. GroveX may (but is not obligated to) support forks, airdrops, or resulting assets. We are not responsible for losses due to unsupported network events.

16. Fees

Fees are published at www.grovex.io/fee and/or displayed in-app. We may update fees. Continued use after fee changes constitutes acceptance of the revised fee structure.

17. Promotions and Promotional Benefits

Promotions and Promotional Benefits are offered at GroveX’s discretion and may be modified, suspended, or terminated at any time. If GroveX reasonably determines you abused a promotion, violated these Terms, or engaged in prohibited conduct, GroveX may withhold, reverse, or claw back Promotional Benefits and take enforcement action.

18. Taxes

You are solely responsible for determining and meeting tax obligations arising from your use of the Services. GroveX does not provide tax advice.

19. Service Availability; Halts; Delistings; Evolving Legal Requirements

We may suspend, halt, or restrict trading; impose limits; delay or suspend deposits/withdrawals; delist or discontinue assets; and perform maintenance or emergency actions due to volatility, liquidity conditions, legal/compliance requirements, security issues, abnormal conditions, or operational risk. We may impose additional requirements or changes to comply with evolving laws and guidance.

19.1 Delisting Wind-Down

Where practicable, we will provide notice of delistings and may restrict deposits and/or set markets to reduce-only or sell-only before delisting. A withdrawal window may be provided where practicable, subject to network, compliance, and legal constraints.

20. Records, Monitoring, and Disclosures to Authorities

GroveX may monitor, record, and analyse activity for security, compliance, risk management, market integrity, fraud prevention, and service improvement. GroveX may share information with regulators, law enforcement, banks/payment providers, and others where required or permitted by law or reasonably necessary to protect GroveX, Users, and the public.

21. Suspension, Restriction, and Termination

21.1 Our Rights

GroveX may suspend, restrict, or terminate access where we reasonably believe you violated these Terms/Policies, engaged in prohibited conduct, failed KYC/AML requirements, attempted circumvention, or created legal/compliance/security risk.

21.2 Effects

We may cancel open Orders, restrict trading, and freeze withdrawals during suspension or investigation, subject to applicable law.

21.3 Account Closure Requests

Users may request Account closure by contacting AdminGroveX@GroveX.io. Verification may be required.

22. Dormant Accounts

If your Account remains inactive for 12 months, it may be treated as dormant. GroveX may charge a dormant fee after reasonable notice (as published), attempt to contact you, and handle unclaimed funds in accordance with applicable Australian unclaimed money laws.

22A. Succession; Digital Inheritance; Legacy Requests

Where GroveX receives notice that a User is deceased or legally incapacitated, GroveX may require verification and documentation (including proof of death/incapacity, identity verification, and legal authority such as probate, executor appointment, letters of administration, or court orders).

During review, GroveX may restrict the Account (including withdrawal-only) to prevent fraud and protect the estate.

GroveX will process valid requests in good faith but does not guarantee timing or outcomes and will comply with applicable law and legal orders. Any optional “legacy” feature does not override legal entitlements where law requires otherwise.

22B. Transparency and Proof of Reserves (If Offered)

GroveX may publish transparency reports. Where GroveX offers Proof of Reserves, it may use cryptographic methods (e.g., Merkle proofs and/or other techniques) and/or independent attestations, and will describe scope and limitations. Proof of Reserves does not necessarily cover all liabilities or all forms of assets unless explicitly stated.

23. Intellectual Property

All content, features, and functionality (including software, text, graphics, logos, and trademarks) are owned by GroveX or its licensors. You may not copy, modify, distribute, sell, or reverse engineer any part of the Services except as permitted by law.

24. Third-Party Services and Links

The Services may include third-party links or services (including payment providers). GroveX does not control and is not responsible for third-party content, policies, or practices. Use third-party services at your own risk.

25. Customer Support, Complaints, and Escalation

25.1 Support Channels

Support ticket: https://grovexcom-help.freshdesk.com/support/tickets/new Support email: support@grovex.io

25.2 Complaints

Complaints: AdminGroveX@GroveX.io. We will acknowledge receipt and aim to resolve complaints fairly.

25.3 Escalation

If not resolved, you may request escalation by emailing AdminGroveX@GroveX.io.

25.4 Scam Prevention

GroveX will never ask you for private keys, seed phrases, or to send funds to “verify” your account. You are responsible for verifying communications are from official GroveX channels.

26. Dispute Resolution (Arbitration)

Any dispute arising from or relating to these Terms or the Services will be resolved by final and binding arbitration in Australia under the rules of the Australian Centre for International Commercial Arbitration (ACICA), unless the claim qualifies for resolution in a small claims tribunal/court.

27. Limitation of Liability

To the fullest extent permitted by law, GroveX and its affiliates, directors, employees, agents, and suppliers will not be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including loss of profits, revenue, data, goodwill, or business opportunity.

Nothing in these Terms excludes, restricts, or modifies any consumer guarantees, rights, or remedies that cannot be excluded under applicable law (including the Australian Consumer Law).

28. Indemnification

You agree to indemnify, defend, and hold harmless GroveX and its related parties from claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of your use of the Services, your breach of these Terms, or your violation of law or third-party rights.

29. Force Majeure

GroveX is not liable for delays or failures caused by events beyond our reasonable control, including natural disasters, war, terrorism, riots, embargoes, government action, cyberattacks, power outages, and major technical failures.

30. Governing Law

These Terms are governed by the laws of Victoria, Australia, without regard to conflict of laws principles.

31. Communications Consent

You consent to GroveX contacting you via email, SMS, in-app notifications, or other reasonable means regarding security alerts, verification requests, compliance inquiries, and incident notices. Failure to respond may result in restrictions until resolved.

32. Contact Information

Admin / Complaints / Escalation: AdminGroveX@GroveX.io Support: support@grovex.io Support tickets: https://grovexcom-help.freshdesk.com/support/tickets/new Website: www.grovex.io

33. Entire Agreement; Severability

33.1 Entire Agreement

These Terms, together with the Policies, constitute the entire agreement between you and GroveX and supersede prior agreements relating to the Services.

33.2 Severability

If any provision is held invalid or unenforceable, the remaining provisions remain in full force and effect.

34. Assignment

You may not assign your rights or obligations without GroveX’s prior written consent. GroveX may assign these Terms in connection with a corporate reorganisation, merger, acquisition, or sale of assets.

35. App and Platform Compliance

GroveX will comply with applicable platform policies (e.g., Google Play and Apple App Store), including in-app disclosures and affirmative consent requirements where applicable, in addition to our Privacy Policy and these Terms.

36. No Waiver

Failure to enforce any right is not a waiver. Any waiver must be in writing and signed by GroveX to be effective.