These Terms and Conditions (the “Terms”) apply to the sale by Omix Ventures Pvt Ltd (“Us / We”), to you (“You”), of Tokens (as defined below). Any subsequent sale, exchange or activity with the Tokens, will be subject to separate terms and conditions, as in force from time to time.
By purchasing Tokens from Us, You are acknowledging that You have read, understood and agreed to, these Terms. In particular, You agree that subject to clause 7.2, the Tokens are non-refundable, and we shall not be held responsible for any losses suffered by You, except as expressly set out in these Terms.
All Tokens are sold on an ‘as is’ basis, and to the extent permitted by law, shall be free of all warranties, including without limitation, any implied warranties relating to fitness for purpose. The value of the Tokens may fluctuate, and We will not be held responsible for any losses that You suffer as a result of such fluctuations.
If You are acting in the course of a business, these Terms, along with any documents referred to herein, constitute the entire agreement between Us and You in relation to your purchase of the Tokens from Us. You acknowledge that You have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Us which is not set out in these Terms (or the documents referred to herein), and that You shall have no claim for innocent or negligent misrepresentation or negligent misstatement, based on any statement in this Agreement.
You can contact Us by writing to Us at firstname.lastname@example.org and Fort Anne, South Quay, Douglas, Isle of Man, IM15PD
If We have to contact You We will do so by telephone or by writing to You at the email address or postal address You provided to Us in your Order (as defined below).
Means any entity that directly or indirectly controls, is controlled by or is under common control with an entity.
Means this agreement between Us and You, for the supply by Us, and purchase by You, of the Tokens.
Means the documentation provided to You pursuant to clause 5.1.
patents, rights to inventions, utility models, copyright, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Means the information and documentation requested by Us in accordance with clause 6.
Means an order placed by You for the purchase of Tokens from Us, whether in writing, via our Website, or via a Third Party Site.
Means the risks set out in Schedule A, along with any other risks set out on our Website from time to time.
Means any territory within which, the purchase or sale of the Tokens would be contrary to local laws, and/or regulations.
Means the platform to be developed by Us and available at https://tokensale.shivom.io , where services can be purchased in exchange for the Tokens.
Means any third party site through which the Tokens are listed for sale.
Means an Omix virtual token, being a digital, cryptographic, functional utility token, created by Us. Tokens shall be construed accordingly.
Means the website operated by Us, and displayed at https://shivom.io
1.1 Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement;
1.2 References to clauses and schedules are to the clauses of and Schedules to this Agreement and references to paragraphs are to paragraphs of the relevant schedule;
1.3 The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules;
1.4 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.5 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
1.6 The context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
1.8 Any reference to an English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to include a reference to that which most nearly approximates to the English legal term in that jurisdiction;
1.9 A reference to writing or written includes e-mail;
1.10 Any obligation on a party not to do something includes an obligation not to allow that thing to be done;
1.11 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
1.12 Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.
2.1 By purchasing a Token, You warrant and represent that:
a) You are at least 18 years of age;
b) You have read and fully understand these Terms, and any documents or literature referred to in them;
c) You are fully able and legally competent to enter into this Agreement;
d) You have the necessary and relevant experience and knowledge to purchase and deal with the Tokens, along with any other blockchain-based systems;
e) You full understanding, and are aware of all risks (including without limitation the Risks) and any restrictions associated with the Tokens, and blockchain-based systems;
f) You understand that, subject to clause 7.2, the Tokens are non-refundable;
g) You are solely responsible to evaluate the Tokens based on your own knowledge;
h) We will not be held responsible for any losses that You suffer as a result of the Risks;
i) You have the right, power and authority to enter into this Agreement;
j) You will not use the Website, the Shivom Platform or the Tokens for any illegal activity, including without limitation money laundering and/or the financing of terrorism;
k) You are not a resident of a Restricted Territory; and
l) You meet the requirements of an “accredited investor” or “sophisticated investor”, or similar, if, in order to purchase the Tokens in your country of residence, it is necessary for You to act in such a capacity.
a) the Tokens confer the right to be exchanged for services available on the Shivom Platform from time to time, and confer no other rights of any form with respect to Us or our Affiliates, including, but not limited to, any voting, distribution, redemption, liquidation, proprietary (including all forms of IPR), or other financial or legal rights;
b) the Tokens are created on a blockchain and shall be used by You, in the manner set out on our Website from time to time, but for no other purpose;
c) legislation and regulations applicable to the Tokens may change from time to time, and You agree to accept any consequences and losses caused as a result of any change in regulations or legislation relating to the Tokens, and You agree to provide all documentation reasonably requested by Us from time to time, in order to assist Us when seeking to comply with such legislation and regulations.
3.1 Our acceptance of your Order will take place when We email You to accept it, at which point this Agreement will come into existence. We reserve that right to reject any order, at our absolute discretion.
3.2 If We are unable to accept your Order, We will inform You of this in writing and will not charge You for the Tokens.
1.1 You will own the Token when:
a) We have received payment in full from You,
b) You have provided Us with all KYC Information requested by Us; and
c) We have provided You with the Documentation.
4.1 The price of each Token (which includes VAT) will be the price indicated on our Website, or a Third Party Site from time to time. We will use our best efforts to ensure that the price of each Token set out on our Website or a Third Party Site is correct and up to date.
4.2 It is always possible that, despite our best efforts, the Tokens may be incorrectly priced on our Website or a Third Party Site. We will normally check prices before accepting your Order so that, where the Token’s correct price at your Order date is less than the price stated to You, We will charge You the lower amount. If the Token’s price at your Order date is higher than the price stated to You, We will contact You for your instructions before We accept your Order.
4.3 We accept payment with BTC or ETH.
4.4 If You are acting in the course of a business, You must pay all amounts due to Us under these Terms in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
4.5 Any fees payable to the blockchain network, associated with the purchase of the Tokens by You, shall be paid by You.
5.1 We may delay the delivery of the Documentation and/or Tokens in order to:
a) deal with technical problems or make minor technical changes; or
b) update the Token to reflect changes in relevant laws and regulatory requirements.
5.2 We will contact You to inform You of any delay in accordance with clause 5.2.
1.2 If our supply of the Tokens is delayed by an event outside of our control, then We will contact You as soon as possible to let You know and We will take steps to minimise the effect of the delay. Provided We do this, We will not be liable for delays caused by the event, but if delivery is delayed by more than 60 days, You may contact Us to cancel your Order, and request a refund for any Tokens You have paid for but not received.
5.3 We reserve the right to make changes to the Tokens:
a) to reflect changes in relevant laws and regulatory requirements; and
b) to implement minor technical adjustments and improvements, for example to address a security threat.
6.1 We may require certain documentation and information from You, including without limitation to confirm your identity (“KYC Information”). If so, We will contact You in writing to ask for this KYC Information. If You do not provide with Us the KYC Information requested by Us within fourteen (14) days’ of Us asking for it, or if You provide Us with incomplete or incorrect information, We may terminate this Agreement and issue You with a full refund.
6.2 We will not be responsible for any delay in delivering the Documentation or failing to supply any part of it, if this is caused by You failing to provide Us with the KYC Information within the time frame set out in this clause 6.
7.1 Subject to clause 7.2, all Tokens are non-refundable, and We may use the proceeds from the sale of any and all Tokens at our absolute discretion.
7.2 If You are a consumer then You have a legal right to change your mind within 14 days and receive a refund.
7.3 To apply for a refund pursuant to clause 7.2, please:
a) Email Us at email@example.com .Please provide your name, home address, details of your Order and, where available, your phone number and email address; or
b )Write to Us at firstname.lastname@example.org, including details of your Order, and your name and address.
7.4 If You terminate this Agreement pursuant to your rights set out in clause 7.2, You must return all Documentation back to Us immediately, and in any event, prior to receiving a refund.
7.5 If You are entitled to a refund under these Terms We will refund You the amount paid for the Tokens, by the method You used for payment. However, We may make deductions from the price, as set out in clause 8.2.
7.6 We will make any refunds due to You as soon as possible, and in any event, not later than fourteen (14) days from the day on which We receive the Documentation back from You in accordance with clause 7.4.
8.1 We may terminate this Agreement at any time by writing to You if:
a) You do not make any payment to Us when it is due and You still do not make payment within seven (7) days of Us reminding You that payment is due;
b) You do not, within fourteen (14) days of Us asking for it, provide Us with the KYC Information required pursuant to clause 6.1;
c) You do not, within a reasonable time, allow Us to deliver the Documentation to You or collect the Documentation from Us; or
d) You breach any of the warranties and/or representations set out in clause 2.
8.2 If We terminate this Agreement in accordance with clause 8.1, We will refund any money You have paid in advance for the Tokens that We have not provided, but We may deduct or charge You compensation for the net costs We incur as a result of You breaching this Agreement.
9.1 All IPR in or arising out of or in connection with the Tokens, the Website and/or the Shivom Platform, including without limitation any source code, shall be owned by Us.
10.1 Subject to clause 7.2, the Tokens are non-fundable, and We may use the proceeds from the sale of any and all Tokens at our absolute discretion. We hereby exclude our liability to the fullest extent permitted by law, including without limitation for any losses suffered by You, as a result of the Risks.
10.2 n the event that You are acting as a consumer, and if We fail to comply with these Terms, We are responsible for loss or damage You suffer that is a foreseeable result of Us breaching this Agreement or Us failing to use reasonable care and skill.
10.3 We do not exclude or limit in any way our liability to You where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the Tokens; and for defective products under the Consumer Protection Act 1987.
11.1 All Tokens are non-fundable, and, and We may use the proceeds from the sale of any and all Tokens at our absolute discretion. We hereby exclude our liability to the fullest extent permitted by law.
11.2 All implied terms, including those implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.
11.3 We shall not be liable to You, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, any indirect or consequential loss arising under or in connection with any agreement between Us and You, or for any losses suffered by You as a result of the Risks.
11.4 Our total liability to You for all losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by You for the Token(s).
11.5 Nothing in these Terms shall limit or exclude our liability for:
a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable);
b) fraud or fraudulent misrepresentation; any matter in respect of which it would be unlawful for Us to exclude or restrict our liability.
12.1 To the fullest extent permitted by law, You shall indemnify Us against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Us arising out of or in connection with:
12.2 your purchase, use or sale of the Tokens;
12.3 any breach by You of this Agreement, and in particular with respect to the warranties and representations provided by You pursuant to clause 2.
13.1 Neither Us or You shall be in breach of this Agreement nor liable for any delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure is a result of events, circumstances or causes beyond our reasonable control, including without limitation, a power failure, Internet Service Provider failure, act of God, epidemic, pandemic, civil unrest, fire, flood, droughts, storms, earthquakes, collapse of buildings, explosion or accident, act of terrorism, act of war, governmental action, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or any failure by Us to obtain a necessary licence in respect of the Tokens (a “Force Majeure”).
13.2 In the event of a Force Majeure, the affected party shall be entitled to a reasonable extension of the time for performing its obligations affected by the Force Majeure. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving seven (7) days’ written notice to the affected party
15.1 We may transfer our rights and obligations under this Agreement to another third party, by providing written notice to You.
15.2 You may only transfer your rights or your obligations under this Agreement to another person, if We agree in writing.
15.3 Unless otherwise stated herein, this Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
15.4 If any provision or part-provision of this Agreement is, or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under any clause, shall not affect the validity and enforceability of the rest of this Agreement.
1.3 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of, any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under this Agreement, or by law, shall not constitute a waiver of that, or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under this Agreement, or by law, shall prevent or restrict the further exercise of that, or any other right or remedy.
16.1 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to, and finally resolved by arbitration under the UNCITRAL rules, in force at the date of this Agreement.
16.2 The number of arbitrators shall be three (3).
16.3 The seat, or legal place of the arbitration shall be London.
16.4 The language to be used in the arbitral proceedings shall be English.
17.1All disputes and claims arising out of or in connection with this Agreement, these Terms, and their subject matters or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales.
By purchasing the Tokens, You accept, understand and bear the entire responsibility for the following risks:
Whilst We maintain that the Tokens are not securities, they may, at some point, be considered as such, in some jurisdictions. We do not warrant or guarantee that the Tokens are not securities. You shall bear the risk associated with the Tokens being considered a security in each jurisdiction. It is your responsibility to confirm, and satisfy yourself, that the acquisition, use, exchange and disposal of a Token, complies with all laws, in your jurisdiction.
The Tokens will be issued on blockchain technology, provided by a third party. We shall not be held responsible for any losses caused, as a result of a failure or malfunction of any technology provided by third party.
Blockchain technologies have been the subject of scrutiny by various regulatory bodies around the world. The functioning of the blockchain networks, and the Tokens, could be affected by one or more regulations coming into force. We will not be liable for any losses that You suffer as a result of any regulatory changes.
Hackers, or other groups or organizations, may attempt to interfere with the Shivom Platform, the Website or the Tokens. You hereby agree that We shall have no liability for any losses suffered by You as a result of such activity.
The Shivom Platform, the Website and Tokens may unintentionally include weaknesses, or bugs in the source code that may interfere with their use. We will not be held responsible for any losses suffered by You as a result of such weaknesses or bugs.
Advances in cryptography, or technical advances, such as the development of quantum computers, could present risks to the Tokens, the Website or the Shivom Platform. We shall not be held liable for any losses suffered by You as a result of such advances.
Blockchain is susceptible to mining attacks, including without limitation, double-spend attacks, majority mining power attacks, selfish-mining attacks, and race condition attacks (“Attacks”). Any successful attacks present a risk to the Tokens, and We shall not be held responsible for any losses suffered by You as a result of Attacks.
We provide no warranty or guarantee that the Tokens will be listed, or made available for exchange for goods or services, and provide no guarantee that there will be any demand for the Tokens, in the future.
The value of the Tokens may fluctuate, resulting in a loss to You. We shall not be held liable for any losses suffered by You as a result of the Tokens falling in value.
The Tokens and are uninsured.
It is possible that the Tokens or the Shivom Platform fail to generate sufficient public interest. This may result in the failure of the Shivom Platform, or a decision to cease the development of the Shivom Platform. We will not be held liable for any losses suffered by You, as a result of a lack of public interest in the Tokens or the Shivom Platform.
The Shivom Platform is currently under development and may undergo significant changes before release. We do not warrant or guarantee that the Shivom Platform will be fit for any particular purpose.