Platform User Terms

Sempo Pty Ltd

ACN: 620 641 358

Last updated: 22nd October 2019

Sempo is on a mission to empower people living in underserved communities who lack access to financial services and are excluded from the global economy.

We operate the Sempo Platform – an accessible digital wallet platform for day-to-day payments and international transfers.

Our Platform is used by non-profit organisations and governments to efficiently run cash transfer programs by providing beneficiary enrolment, cash disbursement and program monitoring services.

1. About these Terms

1.1 In these Terms, "Sempo", β€œwe”, β€œus” or β€œour” means Sempo Pty Ltd (ACN 620 641 358) and includes its subsidiaries, and their respective directors, employees and agents. β€œYou” or β€œyour” means the User who uses the Platform. Additional definitions are set out in clause 17.

1.2 You should read these Terms carefully. They apply to your access to and use of our Platform and our provision of the Services.

1.3 You accept the Terms by creating and using your Account. You may also accept the Terms by clicking to accept or agree to the Terms where this option is made available to you by Sempo via the Website or App.

1.4 Sempo reserves the right to review and change these Terms at its sole discretion. Changes to these Terms will be notified to you by updating the terms on the Website and the App. When Sempo updates the Terms, it will use reasonable endeavours to notify you of these updates. Any changes to the Terms take immediate effect from the date of their publication, except for changes to our Fees which will take effect after 30 days of our updating these Terms on the Platform.

1.5 These Terms, as amended by us from time to time, apply for the duration of your use of the Platform and Services or until terminated in accordance with clause 7.

1.6 If you are an Organisation or Government User (as defined in clause 3.2, then Sempo may enter into an agreement with you for the provision of Services (Services Agreement). That Services Agreement will have priority over these Terms, to the extent that there is any difference or inconsistency.

2. Overview of Services

Our services include:

  • payment processing and transfer services, including via Tap-to-Pay Smart Card, SMS or QR code using an e-voucher;
  • Account, digital wallet and e-voucher administration services, including (where applicable) the management of User private keys;
  • operation of the Platform – including our Website and App;
  • the sale and provision of Hardware;
  • related products and services; and
  • any additional products and services that we may offer from time to time, (together the "Services").

3. Using the Services

3.1. To use the Services in full, a User must register for an Account in accordance with clause 4. An unregistered User may access and use only limited parts of the Services.

3.2. Users are differentiated depending on how they intend to use the Platform. The Platform supports:

  • Customers – Users who use the Platform primarily to receive and send value predominantly in relation to receiving goods and services;
  • Vendors – Users who use the Platform to receive and send value predominantly in relation to providing goods and services; and
  • Governments and Organisations – Users representing a governmental or quasi-governmental body, a non-profit or not-for-profit organisation, using the Platform to provide humanitarian aid and support services to other Users.

3.3 You must be at least 18 years old to use the Services, or if you use the Services in a country other than Australia, the age of majority according to the law of that jurisdiction.

3.4 You must ensure that your access to, and use of, the Services is not illegal or otherwise prohibited by laws that apply in your jurisdiction.

3.5 Any information on our Website, App or otherwise provided to Users is supplied in good faith but we do not guarantee its accuracy or completeness. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information.

3.6. You acknowledge that, to the maximum extent permitted by law, we do not warrant the reliability, legitimacy, repute, or credibility of any User, nor the capacity, ability or willingness of any User to transact with you.

3.7. While using the Website, App, and any associated Services, you must not:

  • misuse any part of the Website or App by introducing viruses, trojans or other material that is malicious or technologically harmful;
  • attempt to gain unauthorised access to any part of the Website or App, the servers on which the Website or App is stored, or any server, computer or database connected to the Website or App;
  • engage in any activity that interferes with or disrupts the Services or the servers and networks that host the Services;
  • attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Website or App;
  • engage in any misleading or deceptive conduct, or abusive or derogatory behaviour whilst using the Services or interacting with Sempo personnel or any other User; or
  • advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap.

4. Account

4.1. To access certain parts of the Services, you must register an Account by providing us with Registration Data as requested. If you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and/or as required by us.

4.2. You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.

4.3. You may not use one email address or mobile phone number to register for multiple accounts.

4.4. Upon signing up for an Account, Users are required to verify their identity in accordance with our Anti-Money Laundering and Counter Terrorism Financing Program. Each applicant should prepare to provide the following information and supporting evidence:

  • First and last name, and business name if relevant.
  • Date of birth or residential address.
  • For Vendors - bank details for reimbursement (including a bank statement with the matching name of the Account owner, which is also used as a proof of address).
  • 2 sources of ID, one of which must be photographic ID.
  • A photographic image of the applicant.

    We may request additional information and documentary evidence from you, at our absolute discretion, ("ID Verification" procedure).

4.5 Following ID Verification, the Sempo Platform will provide an automated approval or rejection of your application. We reserve the right to decline your registration request if you do not pass our ID Verification process or for any other reason in our absolute discretion.

4.6. Each Account has the capability to allow multiple Users to access a wallet. Upon registration, a primary Account holder can nominate other Users (such as family or friends) to their Account.

4.7. You agree that you have sole responsibility for any activity that occurs on your Account (whether undertaken by you, a User authorised by you, or anyone else).

4.8. You must keep your Account details and password secure. You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or Account.

5. Transactions

5.1. Sempo provided e-wallets allow you to hold the equivalent of funds you add to via the Platform in a digitally represented form of value. This value is displayed and represented to you in real-time. You may hold and convert multiple forms of said value, and to transfer value to other Account-holders and, with some restrictions, to non-members as well (each a "Transaction").

5.2. Transactions can only be entered into when you have a cleared credit balance in your Account. There is no ability to overdraw your Account.

5.3. A Transaction will be deemed completed only when successful completion is confirmed via the Platform.

5.4. We put in place strict limits on Transaction amounts and transfer speeds, ensuring that the rapid exchange of a large amount of currency is impossible for a single individual or small group of individuals. In addition, our Transaction limits are in place to ensure that only fully verified users have access to the full service. The current Transaction Limits are summarised below, but these may be varied by us from time to time.

Please note, Level 0 and Level 1 do not apply to Vendors.

sempo account limits

Amounts above are quoted in Australian Dollars ($AUD).

5.5. We facilitate payments only, and payments are processed externally to our Services. To provide the Services, we may third party Payment Processing Services such as those provided by Wyre, POLi Payments and banks local to your jurisdiction. Payments submitted via these third party platforms are subject to their terms and conditions. By using the Platform to process payments you agree to be bound by all applicable third party terms and conditions.

5.6. Sempo leverages "synthetic" ERC-20 β€œstablecoins” on the Ethereum blockchain to facilitate Transactions. These stablecoins are backed by over-collateralised with a digital asset such as Ethereum tokens (ETH) but are designed to track a national fiat currency (such as USD). Synthetic assets on a public and permission-less blockchain use computer code to govern the transfer of value across the blockchain network.

5.7. Sempo does not own or control any of the underlying software through which blockchain networks are formed. In general, the underlying software for blockchain networks tends to be open source such that anyone can use, copy, modify, and distribute it. By using the Services, you acknowledge and agree that:

  • Sempo is not responsible for operation of the underlying software and networks;
  • there exists no guarantee of functionality, security, or availability of such software and networks; and
  • the underlying protocols are subject to sudden changes in operating rules (known as "Forks"), and that such Forks may materially affect the blockchain networks on which the Platform operates, and it might be discretionarily decided not to support (or cease supporting) the Forked network entirely.

5.8. You acknowledge and agree that Sempo assumes absolutely no responsibility whatsoever in respect of any underlying software protocols, whether Forked or not.

5.9. Notwithstanding any other provision of these terms, we have the discretion to refuse to enter into, or cancel a Transaction for any reason, even if you have confirmed that you wish to proceed with the Transaction (Refused Transaction). We will not be liable for any Loss you incur as a result of a Refused Transaction. You may be liable to us for an administration charge that is incurred in respect of a Refused Transaction and you authorise us to deduct the administration charge from the amount which we credit to your Account.

5.10. We may, at our absolute discretion, refund amounts we receive from you in connection with your use of the Services.

6. Our Fees

6.1. Sempo provides Accounts to Consumers and Vendors at no charge – this includes User sign up, ID Verification and general technical support during Business Hours. We charge Fees for all other Services.

6.2. The Fees applicable to your use of the Services will be calculated and quoted to you at the time of using the Services. Our standard Fees are summarised in the Fee Schedule provided at: https://help.withsempo.com/en/articles/3211043-how-much-does-sempo-cost. All Fees are subject to change – we will use reasonable endeavours to give Users 30 days prior notice of any changes to the Fees.

6.3. Transaction amounts and Fees are given in the local currency being used or exchanged for and are inclusive of any applicable goods and services tax (GST) unless otherwise specified.

6.4 For Government and Organisation Users, Sempo may charge a one-time setup Fee, ongoing uptime Fees for enterprise service level agreements, Hardware Fees, and other Fees as are set out in any Service Agreement entered into with such Users.

6.5 Payment of our Fees may be conducted via the Platform or by any other means accepted by us from time to time.

7. Suspension and Termination

7.1. We may, at our absolute discretion, temporarily suspend your Account or restrict your Access to the Services for security, technical, maintenance, or legal reasons. If we do this, you may be prevented from accessing your Account or the Services for an indefinite period of time. We will not be liable to you or any third party for doing so.

7.2. If you fail to comply with these Terms, we may, in our absolute discretion and without liability:

  • immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your Account);
  • take any other legal action against you; or
  • refer or report any suspected fraudulent, abusive or illegal activity to relevant law enforcement authorities.

7.3. If your access to the Website and/or the Services is terminated for any reason, we will be entitled to payment for any Fees or charges incurred by you or otherwise specified in these Terms.

8. Warranties

8.1 We will, within a reasonable period of time, investigate any alleged error or issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue and provide all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you.

8.2 You will ensure that the information you supply to us is complete and accurate and notify us in writing if there is any change to the information supplied.

8.3 Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.

8.4 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

9. Liability

9.1 You agree that Sempo will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Platform or these Terms.

9.2 You agree that, in any event, our maximum aggregate liability to you under these Terms will be the lesser of AUD $100 and the total of all Fees paid to us by you in the 3 months prior to the event that gave rise to the liability.

9.3 The User acknowledges and agrees that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

9.4 This clause 9 survives termination or expiry of these Terms.

10. Indemnity

10.1 To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services.

10.2 You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Platform, the Services and any breach by you of these Terms.

10.3 You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any other User due to your actions, and you indemnify us (on a full indemnity basis, including for our legal costs) from and against any and all claims by any User in relation to your actions.

10.4 This clause 10 survives termination or expiry of these Terms.

11. Unavoidable Events

We will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions or accidents beyond our reasonable control ("Unavoidable Events"). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as reasonably practicable.

12. Intellectual Property

12.1 You acknowledge that, except as provided in clause 12.2 all Intellectual Property Rights in the Services, the Platform and all related systems are the property of us (or our licensors) and your use of, and access to the Services and Platform does not give you any rights, title or interest in the Services or Platform.

12.2 Sempo software is subject to GNU General Public License v3.0, details of which are available at: https://github.com/teamsempo/SempoBlockchain/blob/master/LICENSE.

12.3 By uploading, posting, transmitting or otherwise making available any Material via the Platform, you:

  • grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use, publish, reproduce and otherwise exploit the Material in any form for any purpose and unconditionally waive any moral rights that you might have in respect of the Material; and
  • represent and warrant that you either own the Intellectual Property Rights in that Material or have the necessary permission to upload, post, transmit or otherwise make available that Material via the Platform.

13. Contact

13.1. We may contact you by email or via the Platform. It is your responsibility to ensure that you have correct contact details registered with us, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.

13.2. If you wish to contact us at team@withsempo.com or via the Live Support function available on the Website and App.

14. Dispute resolution

  • Notwithstanding your dealings with any subsidiary of Sempo, all disputes must be raised with Sempo Pty Ltd.
  • If you have a complaint about the performance of these Terms or the Services, please start by contacting us at team@withsempo.com and allow us reasonable time to consider your complaint, determine a possible solution and contact you with further information.
  • If a dispute arises in relation to this Agreement, a party ("Provider") may give the other party ("Recipient") a written notice adequately identifying the matters in dispute ("Dispute Notice").
  • Within 10 days of the Provider giving a Dispute Notice, the parties must discuss and attempt to resolve the dispute. If a resolution is not achieved within 10 days from this discussion, the Provider may give the Recipient written notice requiring the dispute to be referred to mediation ("Mediation Notice").
  • If a Mediation Notice is given, the parties will appoint a mediator in writing, or if the parties cannot agree on a mediator within 7 days of the Mediation Notice being served, a mediator will be appointed by the Chair of Resolution Institute or the Chair's designated representative. The parties or their nominated representatives must attend any arranged mediation to attempt to resolve the dispute and unless otherwise agreed by the parties, the Resolution Institute Mediation Rules will apply to the mediation.
  • Mediation will occur in Victoria, Australia.
  • The costs of mediation will be shared equally by the parties unless otherwise agreed in writing.
  • No party may commence litigation unless they have first complied with this clause, except where the party is seeking urgent interlocutory relief.
  • Notwithstanding the existence of a dispute, each party must continue to perform its obligations under this Agreement.
  • This clause 14 survives the termination of this Agreement.

15. Privacy

15.1 We are committed to protecting your privacy and personal information. Further details about our practices relating to the collection, use, disclosure and storage of your personal information can be found in our Privacy Policy, available at: https://withsempo.com/legal/privacy-policy/.

15.2 If you provide us with Registration Data, you consent to the following:

  • you may receive emails from us regarding details of your registration, orders and/or purchases made through your account, and/or information relating to your access and use of the Services and your account; and
  • from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you.

16. General

16.1 Any provision of these Terms that is found to be void or unenforceable will, to the extent that it is void or unenforceable, be severed from these Terms without affecting the enforceability or validity of any other provisions.

16.2 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.

16.3 These Terms are governed by the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

17. Definitions

In these Terms, the following expressions have the following meanings, unless otherwise stated:

"Account" means a Sempo User account, registered in accordance with these Terms.

"App" means the Sempo mobile application available on the Google Play store, and any associated services, software, networks or processes.

"Business Hours" means 9:00am to 5:00pm in Melbourne (AEDT), Monday to Friday on days other than days declared to be public holidays in Victoria, Australia.

"Hardware" means equipment that may be used to access and use the Services, including NFC readers, NFC-enabled smartphones and Tap-to-Pay Cards.

"ID Verification" means the User identification verification procedures undertaken by or on behalf of Sempo in accordance with clause 4.4.

"Intellectual Property Rights" means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights.

"Material" means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Website, or otherwise displayed, uploaded or published on, or via, the Website.

"Organisation" means a governmental or non-governmental organisation user of the Platform and Services.

"Payment Processing Services" means any services that we provide pursuant to these Terms which are to be used to process Transactions.

"Platform" means the Sempo Platform, including the Website and App.

"Privacy Policy" means our privacy policy, available via the Website.

"Registration Data" means information provided by you to us for the purposes of your registering your Account, including your name, date of birth, email address, mobile number and other details requested at the time of registration;

"Services" refers to the services listed in clause 2 and any associated services we provide pursuant to these Terms;

"Terms" means these User Terms as updated from time to time,

"Transaction" has the meaning given in clause 5.

"User" means any person or entity using the Services, whether as a Vendor, Customer, or an Organisation.

"Website" means the website located at https://withsempo.com and its associated subdomains, and any associated services, software, networks or processes.