Terms and Conditions

Last Updated: 18/11/2021

                                        

Satoshideals UAB

Cryptoasset Brokerage Agreement

 

Contents

Clause

Part I

01           INTRODUCTION                                                                                                                

02           APPOINTMENT                                                                                                                  

03           YOUR REPRESENTATIONS                                                                                                

04           OUR REPRESENTATIONS                                                                                                 

05           YOUR OBLIGATIONS                                                                                                          

06           EXECUTION                                                                                                                        

07           WHEN MAY WE NOT ACT ON YOUR INSTRUCTIONS?                                                   

08           TAX EVASION AND BRIBERY                                                                                             

09           VARIATION OF THIS AGREEMENT                                                                                    

10           CONFLICT OF INTERESTS                                                                                               

11           INTELLECTUAL PROPERTY                                                                                              

12           OUR LIABILITY                                                                                                                   

13           YOUR LIABILITY                                                                                                                 

14           SUSPENSION                                                                                                                     

15           COMPLAINTS                                                                                                                     

16           COMMUNICATIONS?                                                                                                         

17           AUTHORISED PERSONS                                                                                                  

18           DATA PROTECTION                                                                                                           

19           CONFIDENTIALITY                                                                                                            

20           GENERAL                                                                                                                           

 

SCHEDULE I- RISKS OF DEALING IN CRYPTOASSETS                                                                

 

 

 

YOU SHOULD ONLY DEAL IN CRYPTOASSETS IF YOU CAN AFFORD TO LOSE ALL OF YOUR INVESTMENT AS INVESTING IN ALL CRYPTOASSETS INVOLVES A HIGH DEGREE OF RISK. THE VALUE OF CRYPTOASSETS CAN GO UP OR DOWN, MAY BE VERY VOLATILE AND THERE CAN BE A SUBSTANTIAL RISK THAT YOU LOSE MONEY DEALING IN CRYPTOASSETS.

 

YOU SHOULD CAREFULLY CONSIDER WHETHER DEALING IN CRYPTOASSETS IS SUITABLE AND APPROPRIATE FOR YOU IN LIGHT OF YOUR OWN FINANCIAL SITUATION AND ATTITUDE TO RISK, AS EVALUATED BY YOU CAREFULLY. WE DO NOT MAKE ANY REPRESENTATIONS OR RECOMMENDATIONS REGARDING THE ADVISABILITY OR OTHERWISE OF DEALING IN CRYPTOASSETS.

 

OUR SERVICES ARE NOT CURRENTLY REGULATED BY THE FINANCIAL CONDUCT AUTHORITY OR ANY OTHER REGULATOR. PLEASE NOTE ALSO THAT OUR SERVICES ARE NOT COVERED BY THE FINANCIAL SERVICES COMPENSATION SCHEME AND ARE NOT SUBJECT TO THE JURISDICTION OF THE FINANCIAL OMBUDSMAN SERVICE.

 

BACKGROUND    

A. Satoshideals UAB (“we”, “us” or “our”) provides an execution-only brokerage service in cryptoassets (our “Services”) to you, our customer (“you”, “your”).

 

B. This agreement (this “Agreement”) sets out the basis on which we provide our Services to you. It is important you read this Agreement carefully before using our Services, because we will rely on it in our dealings with you.

 

C. A copy of this Agreement is available on request, however, you should keep a hard copy safe for future reference.

YOU AND WE AGREE AS FOLLOWS:

 

INTERPRETATION

1.1 In this Agreement the following words and expressions have the following meanings unless inconsistent with the context:

“Adequate Procedures”

means in respect of any person, adequate procedures designed to prevent persons associated with it from undertaking conduct causing it to be guilty of an offence under Anti-Bribery Laws;

"Agreement"

means this agreement;

“Anti-Bribery Laws”

means any and all statutes, statutory instruments, bye-laws, orders, directives, treaties, decrees and laws (including any common law, judgment, demand, order or decision of any court, regulator or tribunal) which relates to anti-bribery and/or anti-corruption;

“Applicable Law”

refers to all applicable laws, statutes, regulations and regulatory guidance that apply to you, us and this Agreement from time to time;

"Business Day"

means any day other than Saturday or Sunday or a public or bank holiday in the jurisdiction/s in which either you domiciled or Cyprus;

"Commencement Date"

means the date of this Agreement;

“Confidential Information”

means, subject to clause 19.6:

(a) any information (whether written, oral, in electronic form or in any other media) that is disclosed by us or on our behalf to you or any of your Representatives;

(b) the terms of or subject matter of this Agreement or any discussions or documents in relation to it; and

(c) information which: (i) is secret in the sense that it is not, as a body or in the precise configuration and assembly of its components, generally known among, or readily accessible to, persons within the circles that normally deal with the kind of information in question; (ii) has commercial value because it is secret, and (iii) has been subject to reasonable steps under the circumstances, by us, to keep it secret;

but excluding information that is trivial or by its nature immaterial.

"dealing in" or "deal in"

is a reference to any participation in cryptoassets including buying, acquiring, accepting, holding, selling, disposing of and / or otherwise make use of cryptoassets;

"Data Protection Laws"

Means all applicable statutes and regulations in any jurisdiction pertaining to the processing of personal data, including the privacy and security of personal data;

“Personal Data”

means any information relating to an identified or identifiable natural living person;

"Representatives"

means any body corporate which is your holding company or subsidiary; any other body corporate which is a subsidiary of that holding company, as well as your and their officers, directors, employees, consultants and professional advisers; and “Representative” means any of them; and

"Virus"

means any viruses, bugs, glitches, spyware, malware, adware or other harmful or deleterious programs, material, code and / or software.

1.2 Any reference to “dealing in” or “deal in” cryptoassets is a reference to any participation in cryptoassets including buying, acquiring, accepting, holding, selling, disposing of and / or otherwise make use of cryptoassets.

 

1.3 Any phrase introduced by the term “include”, “includes”, “including” or any similar expression will be construed as illustrative and will not limit the sense of the words preceding that term.

 

1.4 Headings are for convenience only and have no bearing on the interpretation of this Agreement. In this Agreement, unless the context otherwise requires: references to clauses, sub-clauses and schedules are to clauses, sub-clauses of, and schedules to this Agreement; the singular includes the plural and vice versa; “person” denotes any person, partnership, corporation or other association of whatever nature; and any references to any statute, statutory instrument or regulations shall be references to such statute, statutory instrument or regulations as from time to time amended, re-enacted or replaced and to any codification, consolidation, re-enactment or substitution thereof as from time to time in force and any reference to a regulator and rules made by a regulator shall, apart from in this clause, include its successor as regulator and rules made by the successor as regulator in substitution for those rules. Headings are for convenience only and have no bearing on the interpretation of this Agreement.

2. APPOINTMENT

 

2.1 With effect from the Commencement Date, you appoint us to provide our Services in accordance with this Agreement, and we accept this appointment.

2.2 We will provide our Services in relation to Bitcoin (BTC) only.

2.3 You will be our client and not any third party for whom you may be acting as an agent, even if that third party’s name is disclosed to us.

2.4 We do not provide any investment advice or crypto custody services, nor do we check whether any investment is suitable or appropriate for you. We are not qualified to give legal, tax or accounting advice, or to prepare any legal, tax or accounting documents, and we are not responsible for dealing with these matters when you use our Services.

3. YOUR REPRESENTATIONS

3.1 You agree, covenant and represent at all times that:

3.1.1 (if you are a body corporate) you are duly organised and validly existing under the laws of the jurisdiction of your establishment, and have full power, authority and right to bind yourself to this Agreement and to receive our Services, including as regards performing all actions and obligations under this Agreement, which therefore constitute valid and legally binding obligations.

3.1.2 (if you are an individual), you are at least 18 years old and eligible to agree to this Agreement and all related obligations, including as regards any age, residency, legal capacity, competency and all other requirements.

3.1.3 you are legally permitted under Applicable Law to deal in cryptoassets, and there is no other reason to prevent you from agreeing to this Agreement.

 

3.1.4 you are not, under the Applicable Law of your jurisdiction, making a regulated investment or carrying on a regulated activity when you make use of our Services.

3.1.5 you have the necessary and relevant experience, knowledge and understanding to be able to competently enter this Agreement and deal in cryptoassets.

 

3.1.6 you have not received any advice from us regarding whether dealing in any cryptoasset is suitable for you, and you are solely responsible for any evaluations, decisions and actions you make concerning cryptoasset and use of our Services.

3.1.7 you have familiarised yourself with the risks associated with dealing in cryptoassets and using our Services, including those set out at Schedule 1.

 

3.1.8 you accept responsibility for safekeeping your cryptoassets, for ensuring the security of the wallet you use to hold your cryptoassets (including any requisite private key(s) or other credentials necessary to access such wallet) and for ensuring that your wallet is compatible with the relevant software supporting the cryptoassets in which you deal.

3.1.9 all information you supply to us is accurate and not misleading and you will notify us promptly of any change to such information provided to us.

 

3.1.10 you understand that we need to comply with the rules and regulations of any relevant cryptoasset markets and exchanges we use, and you authorise us to take all steps that may be required or permitted by these relevant markets or exchanges, as well as to generally act in accordance with good market practice.

3.1.11 you waive any right you may have to participate in a class action lawsuit or a class wide arbitration against us, any entity which is part of the same company group as us, and / or any individual involved with us.

 

3.1.12 you understand the tax implications when dealing in cryptoassets and accept sole responsibility for any tax in relation to your use of our Services and dealing in cryptoassets.

 

3.2 You shall as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of clause 3.1.

4. OUR REPRESENTATIONS

            

4.1 We represent and warrant as at the Commencement Date and at all times throughout the term of this Agreement that:

4.1.1 we are duly established and validly existing under the laws of Cyprus; and

4.1.2 we have the appropriate authority and full power to enter into this Agreement and to perform our obligations contemplated by this Agreement.

4.2 We are not authorised by or registered with the Cyprus Securities and Exchange Commission. The day-to-day management of the carrying on of our business and our Services is conducted from our establishment in Cyprus, and please see clause 16 for further information regarding how to contact us.

​​

5. YOUR OBLIGATIONS 

 

5.1 You must:

 

5.1.1 comply with all your obligations as set out in this Agreement.

 

5.1.2 always ensure that you comply with all Applicable Law when using our Services.

 

5.1.3 provide us with whatever information we request for the purposes of satisfying our own regulatory, compliance and contractual obligations, such as, but not limited to, identification checks, money laundering checks, prevention of terrorist financing, KYC checks, and preventing any suspected fraud or any other financial crime.

5.1.4 ensure that all information you provide to us is accurate, complete and kept up to date.

 

5.1.5 if you access our Services via a third party, comply with any relevant terms of that third party.

5.2 In relation to any information you provide us pursuant to clause 5.1.3:

 

5.2.1 you authorise us to make any inquiries, whether directly or through third parties, that we consider necessary to verify your identity or to protect you and/or us against fraud or other financial crime, and to take any action we reasonably deem necessary based on the results of such inquiries.

5.2.2 you acknowledge that in carrying out inquiries, your personal information may be disclosed by us to identity verification, credit reference and fraud prevention or financial crime agencies and that these agencies may respond to inquiries in full (this is an identity check only and should have no adverse effect on your credit rating).

 

5.2.3 you acknowledge that your access to our Services may be altered, on an ongoing basis, as a result of the information provided.

5.3 You must not, and must not attempt, to:

 

5.3.1 interfere with any other user’s access to our Services.

5.3.2 create any lien, charge or other security interest or encumbrance in relation to cryptoassets where this could interfere with this Agreement.

 

5.3.3 deal in cryptoassets or use our Services in relation to any use, intended use or purpose that may be in breach of or cause a breach of Applicable Law, or use funds for dealing in cryptoassets which come from illegal or unethical sources.

 

5.4 You shall as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of any of your obligations under this Agreement.

6. EXECUTION                 

 

6.1 When you execute a transaction with us, we will quote a current price for buying / selling cryptoassets, in which case you instruct us to buy / sell cryptoassets at our quote price. Cryptoassets and fiat money are placed in an escrow account, and the transaction occurs when both you and we confirm we are happy for the transaction to proceed.

 

6.2 Notwithstanding clause 6.1:

 

6.2.1 if we are unable to execute the transaction at the price we have quoted to you, for example due to size of your transaction, we will inform you of this. We will only then execute the transaction if we have agreed with you the basis on which and the price at which we are to proceed with the transaction.

 

6.2.2 if you seek different terms to those quoted, you can discuss your requirements with us to see if we can agree to bespoke terms. If we agree bespoke terms, you will need to send us your cryptoassets / fiat money, and we will arrange for the fiat money / cryptoassets to be deposited into your bank account / wallet (as applicable).

 

6.3 We will confirm your instructions in writing before execution, and we will give you written confirmation of your transaction(s) after execution.

 

6.4 The prices we quote for cryptoassets will incorporate our fees for obtaining those cryptoassets for you. Fees may be paid with a credit or debit card. Please note that it is possible that taxes or costs may exist in addition to those which we pay or impose.

 

7. WHEN MAY WE NOT ACT ON YOUR INSTRUCTIONS?

7.1 We reserve the right not to act on your instructions if:

7.1.1 to do so may involve us or you in a breach of Applicable Law; or

7.1.2 to do so would run the risk of us suffering financial loss, and

we will endeavour to advise you promptly if such circumstances arise.

8. TAX EVASION AND BRIBERY

     

8.1 You will ensure that none of you, nor any person acting on your behalf in connection with this Agreement, shall by any act or omission commit, cause, facilitate or contribute to the commission by any person of a tax evasion offence or facilitation of a tax evasion offence. For these purposes, a tax evasion offence includes cheating a public revenue authority or being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of tax, and tax includes duties and social security contributions.

 

8.2 You shall:

 

8.2.1 not do or omit to do any act or thing which constitutes or may constitute: (A) directly or indirectly offering, promising or giving any person a financial or other advantage to: (i) induce that person to perform improperly a relevant function or activity; or (ii) reward that person for improper performance of a relevant function or activity; (B) directly or indirectly requesting, agreeing to receive or accepting any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement; and / or (C) committing any offence under Anti-Bribery Laws, legislation creating offences concerning fraudulent acts and / or at common law concerning fraudulent acts relating to this Agreement.

8.2.2 ​without prejudice to clause 8.2.1 not do or omit to do any act or thing which causes or may cause us to be guilty of an offence under Anti-Bribery Laws (or would or may do so if we were unable to prove that we had in place Adequate Procedures designed to prevent persons associated with us from undertaking such conduct).

8.2.3 (if you are a body corporate) have, and comply with, Adequate Procedures (to the extent relevant).

 

8.2.4 from time to time, at our reasonable request, confirm in writing that you have complied with this clause 8 as relevant, and provide information as reasonably requested by us in support of such compliance.

8.3 You shall as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of any of your obligations in relation to this clause 8, and on your becoming aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of requirement set out in this clause 8.

9. VARIATION OF THIS AGREEMENT

          

9.1 No variation of this Agreement shall be effective unless it is in writing, expressed to be a variation and signed by you and us.

 

9.2 Notwithstanding clause 9.1, we may make changes to the terms of this Agreement by us unilaterally giving you notice if they are (or are as a consequence of):

9.2.1 changes required by any regulatory or tax authority or industry guidance or codes of practice;

9.2.2 changes required by any Applicable Law, or the expectations of any relevant regulator or court;

9.2.3 changes to the way we, you and / or cryptoassets are taxed (including the requirement to pay any government or regulatory levy);

9.2.4 to make this Agreement easier to understand and any other changes that are in your favour;

9.2.5 to respond to and mitigate the potential impact of circumstances beyond our reasonable control;

9.2.6 to reflect changes to the range of cryptoassets we make available to you from time to time; and / or

9.2.7 to reflect improvements to our Services and the provision of additional services;

and:

 

9.2.8 changes to this Agreement which are due to reasons outside our control or are not detrimental to you will take effect immediately and we will notify you at the next appropriate opportunity, otherwise

 

9.2.9 we will give you reasonable advance notice before a change becomes effective.

10. CONFLICT OF INTERESTS             

 

10.1 We will always endeavour to act in your best interests as our client. However, circumstances can arise where we or one of our other clients may have some form of interest in business being transacted for you. If this happens, we will take appropriate steps to manage the conflict of interests fairly wherever possible.

 

10.2 So long as we use reasonable commercial endeavours to manage potential conflicts, we will have no liability to you for any conflicts of interest that may arise as a result of your use of our Services.

11. INTELLECTUAL PROPERTY           

 

11.1 You acknowledge that any intellectual property or proprietary information of ours, including any intellectual property in relation to our Services, are our exclusive property. Any consent or deemed consent by us to the use of such intellectual property and / or proprietary information by you shall immediately cease upon termination of this Agreement.

12. OUR LIABILITY           

12.1 No term of this Agreement shall limit or exclude our liability for fraud, fraudulent misrepresentation, death or personal injury, or any other liability to the extent that it may not be limited or excluded by Applicable Law.

12.2 We are not liable for any loss (of whatever nature and regardless of whether that loss is foreseeable and / or consequential) as a result of:

12.2.1 one or more the risks set out at Schedule 1 materialising;

12.2.2 your breach the terms of this Agreement;

12.2.3 exercising any of our rights under this Agreement;

12.2.4 anything for which we have explicitly excluded liability under this Agreement; and/or

12.2.5 events outside our reasonable control.

12.3 We are in no event liable for any losses other than where caused directly and reasonably foreseeably by our gross negligence (and in no event shall we be liable for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses).

12.4 To the extent that we may be deemed under Applicable Law to owe you any fiduciary duties or to be in a fiduciary relationship, we explicitly exclude and reject any such duties or relationship to the extent permitted by Applicable Law.

 

12.5 Our total liability for losses of whatever nature in relation to this Agreement shall not exceed the total commission received by us from you in relation to this Agreement in the year preceding the breach. We will provide details of any commission we receive on request.

13. YOUR LIABILITY         

13.1 You agree to indemnify us for any losses that arise from or relate to:

13.1.1 any breach by you of any Applicable Law;

13.1.2 your breach of the rights of any person (including rights of privacy and intellectual property rights);

13.1.3 any regulatory inquiry, legal action, litigation, dispute or investigation, whether such situations occur or are anticipated, that relate to you; and

13.1.4 any loss resulting from your breach of any of the terms of this Agreement.

13.2 Losses for the purposes of this clause 13 include direct and indirect losses, as well as any costs and expenses (including legal fees).

14. SUSPENSION AND TERMINATION         

14.1 We may suspend your ability to use our Services or terminate this Agreement with immediate effect if:

14.1.1 we are required to take such action by any regulatory body, or otherwise for security, legal or regulatory reasons;

14.1.2 we suspect fraud, a security breach or that communications are being  made without your authorisation

14.1.3 you breach any part of this Agreement (including any document we refer to in this Agreement);

 

14.1.4 we reasonably believe that we need to do so in order to protect our reputation;

 

14.1.5 we are unable to satisfactorily verify your identity and/or complete any required due diligence checks; and / or

 

14.1.6 it is reasonably necessary for us to do so to prevent you or us from breaching any Applicable Law.

14.2 We will try to give you advance notice of any suspension. Where advance notice is not possible, we will provide you with notice as soon as reasonably practicable thereafter. Unless we are prevented by Applicable Law, if we have them, we will try to provide you with details of the nature of the suspension, its anticipated duration and anything you have to do to remedy any error or circumstance which has led to the suspension. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as any suspended, rejected, blocked, cancelled or reversed transaction.

14.3 You or we may terminate our Services at any time, without penalty, by giving 10 Business Days’ written notice to the other.

14.4 On the date termination takes effect:

14.4.1 Unless we explicitly agree otherwise with you, any outstanding orders with us will be deemed cancelled.

14.4.2 You will pay us any outstanding fees accrued in relation to the Services we have provided you.

14.4.3 Your obligations in relation to Confidential Information shall continue in accordance with clause 19.

14.5 If the value of your cryptoasset(s) has fallen you will not get back the full amount you invested. Also, please be aware that we offer no refunds for payments already made to us.

15. COMPLAINTS

 

15.1 We are committed to providing you with a first-class service. If anything does go wrong, we aim to put it right quickly and efficiently. If we cannot resolve a problem immediately, we will contact you to tell you what we are doing about it. If you wish to complain about any aspect of our Services, please contact us using our details set out at clause 16.

16. COMMUNICATIONS  

16.1 Communications to:

16.1.1 us may be made:

16.1.1.1 by email to support@satoshideals.org;

16.1.1.2 by telephone at 020 8144 9579.

16.1.2 you may be made:

16.1.2.1 by the details you provide via our onboarding process.

as such details may from time to time be amended by you and us providing written notice to the other. 

16.2 Communications:

16.2.1 by email will be deemed received on the earlier of the time at which it is accessed or 2 Business Days after receipt (except as regards emails sent to us, if there is a bounce-back stating the communication has not been delivered, the communication shall be deemed not sent);

16.2.2 if hand delivered, will be deemed received when delivered; and

16.2.3 if delivered by courier, will be deemed received when proof of receipt is provided by the courier.

16.3 All communications will be in English. So long as we act in good faith, should we receive a communication which purports to be from you, we are entitled, but not obliged, to rely on and conclusively presume that such communication or instruction has been given by you, and we do not accept liability for any loss (of whatever nature) caused by or as a consequence of so doing. It is vital that you keep your contact details with us up to date and ensure that only persons who have authorisation to deal with us have the ability to send us communications using your contact details.

16.4 Notwithstanding clause 16.3, where we in good faith believe that a communication has not been authorised, we are entitled to not act in accordance with any instruction in such communication, and we do not accept liability for any loss (of whatever nature) caused by or as a consequence of this.

16.5 You acknowledge and accept the risks inherent in email, particularly of its unauthorised interception and of its not reaching the intended recipient. Although we take all reasonable care to ensure all electronic communications and attachments we send to you are free from any known Virus, we will not be responsible for any loss or damage loss (of whatever nature) resulting from any Virus that may infect your computer equipment, computer programs, data or other material due to your use of our Service.

16.6 We may record and monitor conversations we have with you, and we will keep a record of all communications for as long as required by Applicable Law or we feel appropriate.

17. AUTHORISED PERSONS      

        

17.1 Before using our Services, you must provide us with a list of those persons within your organization who have been duly authorized to provide us with instructions in relation to our Services (the “Authorised Persons”). This is done by completing a Letter of Authorisation, which we will provide separately, and sending it to the email address you have provided as part of the onboarding process. We will confirm receipt of your list of Authorised Persons, as well as any additional persons you may add to or remove from the list from time to time (as also duly authorized by sending an updated Letter of Authorisation to support@satoshideals.org). We will agree with you in advance who within your organisation may add or remove persons to / from the list of Authorised Persons.

17.2 We shall have no obligation to accept or otherwise act upon or respond to any instruction and / or communication made by any person until we confirm that such person is an Authorised Person. We will, however, be entitled to act on the instructions of such a person should we believe in good faith that that person is intended to be an Authorised Person and we have received appropriate confirmation to this effect.

17.3 We are entitled to rely upon any instruction received from, or believed by the us in good faith to be from, any Authorised Person, whether or not they have actual authority to give instructions.  For example, this will include a person communicating to us using your contact details.  Any communication we send to an Authorised Person will also be deemed sent to you and any communication we receive from an Authorised Person will also be deemed sent by you.

17.4 You are fully responsible and liable for any action or inaction by an Authorised Person, and we will deem any such action or inaction as being made directly by you. All Authorised Persons may only enjoy any rights granted under this Agreement solely to the extent they do so in their capacity as your agent acting on your behalf, and not in their own capacity. You are responsible for ensuring that all Authorised Persons approved by you act in accordance with your obligations set out in this Agreement, and any reference in this Agreement to an obligation applying to you includes an obligation on you to ensure all Authorised Persons comply with such obligation.

17.5 You need to be mindful that any instructions made by Authorised Persons are coordinated, as if we receive instructions from two Authorised Persons, you are deemed to have intended for both instructions to be carried out and we will act on such instructions accordingly without verifying that those coordinated instructions were or were not intended to be executed together when given.

17.6 In the event that someone is no longer an Authorised Person, we must be informed immediately by someone who is a duly Authorised Person. However, as long as we have not been grossly negligent in doing so, we are not liable if we act on the instructions of someone who is no longer an Authorised Person.

18. DATA PROTECTION   

18.1 Both you and we will comply with Data Protection Laws.

18.2 In order to provide our Services we may need to:

18.2.1 process your identification details in order to confirm your identity;

18.2.2 check such Personal Data against databases of individuals who are subject to sanctions, classified as “politically exposed persons” or have committed crimes and to follow up any suspicions to ensure that we comply with our anti-money laundering and terrorism obligations and to avoid fraud;

18.2.3 record or monitor communications; and/or

18.2.4 use such Personal Data to meet our compliance and regulatory duties;

and we will be acting as a data controller in respect of such processing.

18.3 We will maintain a data protection fair processing notice on our website, satoshideals.org, setting out the details of such processing and all other information required by, and in compliance with, Data Protection Laws.

19. CONFIDENTIALITY     

19.1 You will at all times, but subject to clauses 19.2 and 19.6:

19.1.1 keep the Confidential Information secret and will only disclose it in the manner and to the extent expressly permitted by this clause 19;

19.1.2 use the Confidential Information solely for the purpose (the “Purpose”) of receiving our Services and performing your obligations pursuant to this Agreement;

 

19.1.3 only make such copies, summaries, extracts, transcripts, notes, reports, analyses and recordings (in any form of media) that use, contain or are based on (or derived from) Confidential Information as are reasonably necessary to fulfil the Purpose; and

19.1.4 keep the Confidential Information safe and secure and apply to it documentary and electronic security measures that match or exceed those you operate in relation to your own confidential information and will never exercise less than reasonable care.

19.2 You may disclose Confidential Information:

19.2.1 to those of your Representatives who need access to that Confidential Information in order for the Purpose to be fulfilled.  Prior to any such disclosure you must make that Representative aware of the fact that the Confidential Information is confidential and secret and the obligations of confidentiality contained in this clause 19, and procure that such Representative is subject to obligations of confidentiality substantially equivalent to those contained in this clause 19.  You will be liable for the acts and omissions of your Representatives in respect of Confidential Information as if they were your acts or omissions;

19.2.2 to the extent required by Applicable Law, by an order of a court of competent jurisdiction or by any securities exchange, listing authority, governmental or regulatory authority to which you are subject or to which you submit. Where reasonably practicable and lawful you will notify us in writing in advance of such disclosure, will consult with us as to the content, purpose and means of disclosure and will seek to make such disclosure subject to obligations of confidence consistent, so far as reasonably possible, with the terms of this Agreement.

19.3 We or our licensors own all right, title and interest in the Confidential Information and no licence or right to use any patent, copyright, registered design, unregistered design, trademark, trade name or similar right or any right to use any Confidential Information or trade secrets is granted by us.

19.4 Within 14 days after the date on which termination takes effect you will:

19.4.1 if requested to do so, return to us all Confidential Information (including all copies and extracts) and all other of our property (whether tangible or intangible) in your possession or control;

19.4.2 if requested to do so, destroy or permanently erase (if technically feasible without incurring excessive expense and without undue effort) all documents and all records (in any media) created by you or on your behalf that use, concern or are based on any Confidential Information (“Records”); and

19.4.3 cease to use Confidential Information.

19.5 Notwithstanding clause 19.4, you may retain any Confidential Information and/or Records which you have to keep to comply with any Applicable Law or which you are required to retain for accounting or taxation purposes. The other provisions of this clause 19 will continue to apply to retained Confidential Information and Records, which may only be used for such purposes.

19.6 Your obligations under this clause 19 will not extend to Confidential Information which:

19.6.1 we agree in writing is not Confidential Information;

19.6.2 at the time of disclosure was in the public domain or subsequently enters into the public domain other than as the direct or indirect result of a breach of this clause 19 by you or any of your Representatives;

19.6.3 you can prove to our reasonable satisfaction:

19.6.3.1 has been received by you (or one of your Representatives) from a third party who did not acquire it in confidence and who is free to make it available to you (or your relevant Representative); or

19.6.3.2 was independently developed by you (or your relevant Representative) without any breach of this Agreement.

19.7 You acknowledge and agree that damages alone would not be an adequate remedy for a breach of this clause 19.  Accordingly, we will be entitled to obtain an injunction and specific performance for any breach or threatened breach of this clause 19.

20. General  

No cancellation rights

 

20.1 We do not offer any cancellation rights in relation to your use of our Services and / or dealing in cryptoassets. We note that the price of cryptoassets is dependent on fluctuations in the financial market which cannot be controlled by us. You must therefore ensure that you are certain you wish to proceed before instructing us to make any transaction.

Legal, tax and accounting advice

20.2 We do not provide, nor do we accept responsibility for, any legal, tax or accounting advice. If you are unsure regarding any of the legal, tax or accounting aspects of dealing in cryptoassets or using our Services you should seek independent professional advice.

Delegation and assignment

20.3 We may, at our sole discretion, assign our rights and/or delegate our duties under this Agreement and engage subcontractors to perform obligations on our behalf, so long as we take due skill and care in selecting and overseeing our delegees.

20.4 You may not delegate, assign or transfer any of your rights or responsibilities in relation to this Agreement.

Illegality and severability

20.5 Each provision of this Agreement is separate, severable and enforceable. If any term of this Agreement is found by any regulator, court or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, in whole or in part, such provision shall be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner and without affecting the remaining provisions of this Agreement, which shall continue to be in full force and effect.

Waiver

 

20.6 No failure or delay by us to exercise any right, power or remedy under this Agreement shall operate as a waiver of that right, or any other right, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that right or any other right, power or remedy. A waiver is only effective if we provide it in writing from one of our duly authorised representatives. No waiver by us of any provision in this Agreement will be deemed a waiver of a subsequent breach of such provision or a waiver of a similar provision.  

Third parties

20.7 A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999, or otherwise, to enforce any terms of this Agreement. This Agreement may be varied, amended, modified, suspended, cancelled, terminated or rescinded without the consent of any third party, notwithstanding that such third party may have relied on any terms of this Agreement.

No partnership or agency

20.8 Your dealing in cryptoassets, or otherwise using our Services, does not create any form of partnership, agency, joint venture, employer-employee relationship, or franchisor-franchisee relationship or any other similar relationship between you and us, and we do not owe you any resulting fiduciary duties. Nothing in this Agreement is intended to authorise either you or us to act as agent for the other, and neither you or us shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

If you are more than one person

 

20.9 Each of you will be jointly responsible for complying with your obligations under this Agreement, and each of you bear full liability for any breach of these obligations. Any communication to any of you will be deemed to be given to all of you, and we may act on the instructions of any of you.

Entire agreement

 

20.10 This Agreement constitutes the entire agreement between you and us and supersedes any prior agreement, terms and conditions or arrangement in respect of its subject matter. Except for the express statements set out 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 of and access to our Services.

20.11 Neither you nor we have entered into this Agreement in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out or referred to in this Agreement. The only remedy available for any misrepresentation or breach of any representation or statement set out or referred to in this Agreement shall be for breach of contract.

20.12 Except as set out in this Agreement, we do not make or give any representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any information provided regarding cryptoassets, and, to the fullest extent permitted by Applicable Law, all implied warranties, conditions or other terms of any kind are excluded and we accept no liability for any loss (of whatever nature)  incurred as a result of you or anyone else relying on such information.

Jurisdiction

 

20.13 If you are a consumer of this Agreement, its subject matter and its formation, and any non-contractual obligations arising out of or in connection with it is governed by the law of Cyprus and the courts of Cyprus have non-exclusive jurisdiction to determine any dispute arising out of or in connection with this Agreement.  As a consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident. Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law.

20.14 If you are a business user this Agreement, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them are governed by the law of England and Wales and the courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with them (including in relation to any non-contractual obligations).

 

 

COURSE OF CONDUCT

BY DEALING IN CRYPTOASSETS WITH US OR OTHERWISE USING OUR SERVICES YOU CONFIRM THAT YOU ACCEPT THE TERMS OF THIS AGREEMENT (INCLUDING ALL SCHEDULES) AND THAT YOU AGREE TO COMPLY WITH THIS AGREEMENT.

YOU ACCEPT THAT YOU UNDERSTAND THE CONTENTS OF THIS AGREEMENT, AND, TO THE EXTENT ANYTHING IS UNCLEAR, HAVE CONTACTED US OR AN APPROPRIATE ADVISOR. YOU THEREFORE ACCEPT THAT YOU HAVE OBTAINED SUFFICIENT INFORMATION ABOUT OUR SERVICES TO MAKE AN INFORMED DECISION TO USE THEM.

IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE OUR SERVICES.

WE RECOMMEND THAT YOU PRINT A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE.

 

 

 

SCHEDULE I

RISKS OF DEALING IN CRYPTOASSETS    

DEALING IN CRYPTOASSETS INVOLVES A HIGH DEGREE OF RISK, AND, THEREFORE, SHOULD BE UNDERTAKEN ONLY IF YOU ARE CAPABLE OF EVALUATING THE RISKS INVOLVED AND ABLE TO BEAR THE RISK OF A COMPLETE LOSS OF ALL CAPITAL USED TO DEAL IN CRYPTOASSETS.

YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND CONSULT WITH YOUR PROFESSIONAL ADVISORS BEFORE DEALING IN CRYPTOASSETS. DIFFERENT CRYPTOASSETS MAY HAVE UNIQUE FEATURES WHICH MAY MAKE THEM MORE OR LESS LIKELY TO FLUCTUATE IN VALUE. IT SHOULD BE NOTED THAT THE LIST OF RISK FACTORS DESCRIBED BELOW IS NOT INTENDED TO BE EXHAUSTIVE AND DOES NOT NECESSARILY INCLUDE ALL THE RISKS TO WHICH YOU MAY BE EXPOSED WHEN DEALING IN CRYPTOASSETS.

NONE OF THE INFORMATION PRESENTED IN THIS SCHEDULE 1 IS INTENDED TO FORM THE BASIS FOR ANY INVESTMENT DECISION, NO SPECIFIC RECOMMENDATIONS ARE INTENDED, AND THERE HAS NOT BEEN ANY CONSIDERATION AS TO WHETHER CRYPTOASSETS ARE A SUITABLE OR AN APPROPRIATE THING FOR YOU TO ACQUIRE. WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY FOR ANY LOSS ARISING FROM: (I) RELIANCE ON ANY INFORMATION CONTAINED IN THIS SCHEDULE 1, OR (II) ANY ERROR, OMISSION OR INACCURACY IN SUCH INFORMATION.

By dealing in cryptoassets, you expressly acknowledge and assume the following risks, which we shall not be liable for should they materialise:

1. Risk of losing access to cryptoassets

A private key, or a combination of private keys, is necessary to control and dispose of cryptoassets stored in your digital wallet or vault.  Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing cryptoassets may result in loss of your cryptoassets, and we are not responsible or liable for any loss you may suffer as a result or consequence. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet service you use, may be able to misappropriate your cryptoassets.

Any errors or malfunctions caused by or otherwise related to the wallet with which you choose to receive and store cryptoassets, including your failure to properly maintain or use such wallet, may also result in the loss of your cryptoassets. A point to consider is the ability of the wallet you use to support any distributions, dividends or “airdrops” of cryptoassets to the wallet addresses as well as any changes to the usability, functions, value or versions of a cryptoasset (sometimes referred to as “forks”, particularly where a cryptoasset is split into two new cryptoassets).  It is your responsibility to obtain, maintain and secure your wallet, which must be compatible with the cryptoassets you hold.

2. Regulatory risks

Regulation of cryptoassets and underlying blockchain technologies is currently still being developed and likely to rapidly evolve. Regulation varies significantly between different jurisdictions and is subject to significant uncertainty. Regulators may in the future adopt laws, regulations, guidance or other actions that may severely impact the development, attractiveness and / or value of cryptoassets. This could result in a variety of adverse consequences and reduce the value of cryptoassets.

Regulatory changes may also limit our ability to provide our Services in your jurisdiction, and a consequence of changes could accordingly be to restrict our business and the Services we can provide to you.

3. Risks associated with blockchain protocol(s)

Because cryptoassets are generally reliant on at least one blockchain protocol, any malfunction, breakdown or abandonment of a protocol may have a material adverse effect on cryptoassets reliant on it. Moreover, advances in cryptography, or technical advances such as the development of quantum computing, could present risks to cryptoassets by rendering ineffective the cryptographic consensus mechanism that underpins the relevant protocol(s).

4. Risk of hacking and software and security weaknesses

Hackers or other malicious groups or organizations may attempt to interfere with cryptoassets in a variety of ways, including malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing, as well as attacks which overpower the consensus-based mechanism on which the blockchain is built and attacks which interfere with or otherwise cause nodes to malfunction (nodes are computers / hardware devices that help maintain the blockchain).

There is also an inherent risk that the software and related technologies and theories we use could contain a Virus. A Virus could cause, inter alia, complete loss of cryptoassets. In addition, where a cryptoasset is based on open-source software, there is a risk that someone may intentionally or unintentionally introduce a Virus into the core infrastructure supporting cryptoassets, which could negatively affect the operation and / or value of cryptoassets.

5. No refunds and Liquidity risk

After acquiring a cryptoassets, you will have no right to return them for a refund, and you may not be able to sell them for as much as you bought them for. The value of a cryptoasset is dependent on the demand for that cryptoasset as well as the ability to transfer and cost of transferring that cryptoasset (“liquidity”). There may be limited liquidity in certain cryptoassets, making it harder to dispose of them for their full (or any) value.

6. Exchange risk

There are risks when dealing with crypto exchanges, for example they may cease supporting a cryptoasset, may be hacked, may face solvency issues, may be the subject of fraud or may be negligent in carrying out transactions. In addition, an exchange may reject a transaction for any or no reason, or may not be able to function properly due to operational or technical difficulties or an unexpected surge in activity. We seek to deal with reputable and reliable exchanges but we simply cannot mitigate this risk entirely for you. You accept that where we deal with an exchange, any such dealings will be subject to the risks relating to that exchange.

7. Volatility risk

The prices of cryptoassets have historically been subject to dramatic fluctuations and are highly volatile. Several factors may influence the market price of cryptoassets, including: (i) global digital asset and cryptoasset supply; (ii) the demand for cryptoassets; (iii) the security of cryptoassets exchanges and wallets that hold cryptoassets, as well the perception that the use and holding of cryptoassets is safe and secure; (iv) general expectations with respect to the rate of inflation, interest rates and exchange rates; (v) changes in the software, software requirements or hardware requirements underlying cryptoassets; (vi) changes in the rights, obligations, incentives, or rewards for the various holders of cryptoassets; (vii) interruptions in service from or failures of major cryptoasset exchanges on which cryptoassets are traded; (viii) investment and trading activities of large purchasers, including private and registered funds, that may directly or indirectly invest in cryptoassets; (ix) monetary policies of governments, as well as any trade restrictions, currency devaluations and revaluations; (x) regulatory measures, if any, that affect the use of cryptoassets and changes in Applicable Law; (xi) global or regional political, economic or financial events and situations; and (xii) expectations among participants in cryptoassets that the value of cryptoassets will soon change.

A decrease in the price of a single cryptoasset may cause volatility in the entire cryptoasset industry and may affect other cryptoassets. For example, a security breach that affects participants’ confidence may affect the value of bitcoin. Such volatility may result in a significant loss over a short period of time.

8. Purchasers may lack information for monitoring cryptoassets

You may not be able to obtain all information you want from time to time regarding cryptoassets. Even if you do receive such information, you may not receive it on a timely basis. It is possible that you may not be aware of materially adverse changes that have occurred with respect to cryptoassets in a timely manner. As a result of these difficulties, as well as other uncertainties, you may not have accurate or accessible information relating to your dealing in cryptoassets, which could prevent you from taking actions with the potential to prevent adverse consequences relating to your holding of cryptoassets.

9. General economic risks

Please be aware that the value of cryptoassets can fall as well as rise. If you sell cryptoassets, you may not get back the full amount you spent on those cryptoassets, or anything at all. The value of cryptoassets may depend on fluctuations in the financial markets, or other economic factors, which are outside our control. Past performance is not necessarily a guide to the future performance of cryptoassets.

10. Unanticipated risks

Cryptoassets are built on relatively new and untested technology.  In addition to the risks included in this Schedule 1, there may be other risks associated with your dealing in cryptoassets, including those that we cannot reasonably foresee. Additional risks may also materialize as unanticipated variations or combinations of the risks discussed above.