1. DEFINITIONS

1.1. All capitalized terms used in these Terms and Conditions (hereinafter also referred to as - Terms) shall have the following meaning:

1.1.1. Applicable Law - means laws, rules, and regulations applicable to the Parties and their activities, including the provision and use of Services, and activities regulated by AMLA.

1.1.2. AMLA - means the Anti-Money Laundering Act; a 955.0 Federal Act of 10 October 1997 on Combating Money Laundering and Terrorist Financing in the Financial Sector.

1.1.3. Account - means a unique user profile at the Client Portal assigned to the Client, enabling the Client to access the Services.

1.1.4. Business Day - means any calendar day except Saturdays, Sundays, and public holidays in Switzerland.

1.1.5. Company - means M Way AG, legal entity number: CHE-243.390.756, address: [...]. The Company is a financial intermediary within the meaning of the AMLA and is affiliated with the Self-Regulatory Organisation. The Company is not supervised by the Swiss Financial Market Supervisory Authority (FINMA).

1.1.6. Client - means any legal or natural person who is a party to these Terms and has either requested or is currently using the Services provided by the Company.

1.1.7. Client Portal - means a secure web-based platform operated by the Company, through which the Clients access and utilize the Services.

1.1.8. Cryptocurrency - means a digital representation of value based on blockchain technology, which is accepted by the Company for exchange transactions. The list of Cryptocurrencies supported by the Company is available on the Client Portal.

1.1.9. Exchange Rate - means the applicable price at which a specific Cryptocurrency is exchanged for Fiat Currency or vice versa. The Exchange Rate is derived from external sources and market data and may fluctuate in real-time. The  Exchange Rate is presented to the Client at the Client Portal.

1.1.10. Fee - means the fee payable by the Client to the Company for the Services provided.

1.1.11. Fiat Currency - means a government-issued currency recognized as legal tender and accepted by the Company for exchange transactions.

1.1.12. Force Majeure Event - means any unforeseeable and unavoidable event beyond the reasonable control of the Company, including but not limited to natural disasters, wars, terrorist attacks, pandemics, regulatory actions, changes in laws, power failures, cyber-attacks, and disruptions in blockchain networks.

1.1.13. Limit - means the maximum permitted amount per Transaction or aggregate Transactions within a defined period, as determined by the Company and subject to regulatory requirements and risk assessments as per Applicable Law.

1.1.14. Order - means a formal request initiated by the Client for the execution of a Transaction, as per the specifications and requirements set by the Company.

1.1.15. Party - means a party to these Terms and Conditions, i.e., the Client or the Company individually, which are collectively also referred to as the Parties.

1.1.16. Sanctions - means a set of restrictions and obligations set, administered or enforced by the Swiss Confederation, the United Nations, and other international organizations establishing the commercial, economic, or financial sanctions, embargoes, and other restrictions, that are directly applied or shall be implemented under the Applicable Law, including but not limited to the Federal Act on the Implementation of International Sanctions (Embargo Act; SR 946.231) and any related ordinances. 

1.1.17. Services - means the services stipulated in Clause 6.1 hereof.

1.1.18. Self-Regulatory Organisation (SRO) - means the "Verein zur Qualitätssicherung von Finanzdienstleistungen” (VQF) - the Financial Services Standards Association.

1.1.19. Transaction - means the act of buying or selling the Cryptocurrency for Fiat Currency or vice versa, based on an Order submitted by the Client and executed by the Company.

1.1.20. Website - means the Company’s website, located here.

1.2. Other terms shall have the meaning given to them in the body of these Terms and Conditions.

1.3. The section headings are provided for convenience only and shall not influence the interpretation of these Terms and Conditions. The words “include” and “including” shall be interpreted to mean “without limitation.” Any references to singular terms shall also apply to their plural forms and vice versa.

 

2. GENERAL PROVISIONS

2.1. These Terms determine the rights and obligations of and between the Company and the Client in relation to the Services offered and provided by the Company.

2.2. By signing up for and using the Services, you acknowledge that you have read and agree to be bound by these Terms and Conditions, the Privacy Policy, the Cookie Policy, and other documents to which reference is made in these Terms. Therefore, the Terms and Conditions and all supplementing documents shall be carefully examined by the Client before the Client decides to confirm them and start using the Services. 

2.3. The Company may amend these Terms and Conditions and its supplementing documents from time to time, providing you with a notice as specified in these Terms. If the Client continues using the Services after the notice period, the Client will be deemed to have accepted the updated documents. The most relevant version of the Terms and Conditions and supplementing documents is always available on the Company's Website.

2.4. In cases where a separate agreement between the Company and the Client regarding the provision of Services is also concluded (hereinafter also referred to as - Agreement), these Terms and Conditions should be deemed to be general conditions, and the Agreement should be considered as special conditions that take precedence in the event of a conflict between the provisions of these Terms and the Agreement concluded.

 

3. APPLICATION

3.1. The Services are accessible to the Client via the Client Platform. In order to create an Account, gain access to the Client Platform, and start using the Services, the Client must contact the Company via email or by submitting a request in the form that is available on the Website.

3.2. Upon receiving the Client's request, the Company evaluates the information provided by the Client and whether the Services provided by the Company can adequately meet the Client's needs.

3.3. If the Company believes that the Company can adequately meet the Client's needs and is a suitable service provider for the Client, the Client is provided with an application form for Services and the current version of these Terms and Conditions and supporting documents.

3.4. The application form provided should be completed by the Client and returned to the Company. Once the duly completed and signed application form and the Terms and Conditions are returned together with the supporting evidence, the application is then processed.

3.5. As part of onboarding, the Client, its representatives, and/or its Ultimate Beneficial Owner(s) (hereinafter also referred to as - UBO) must verify their identities following the procedures described in Section 4.

3.6. Once identification and verification are complete, the Account is created, and the Client may begin using the Services.

 

3. IDENTIFICATION, VERIFICATION, AND MONITORING

4.1. Prior to providing Services, and throughout the provision of Services, the Company implements the Know-Your-Customer (KYC) and, where necessary, Enhanced Due Diligence (EDD) procedures in accordance with the Company’s internal procedures and the Applicable Law.

4.2. The Client shall provide all requested personal, corporate, and transaction-related information and documents. Failure to provide such information may result in refusal, suspension, or termination of Services.

4.3. The Company may require documents certified by a notary, legalised, apostilled, and/or translated into an acceptable language (e.g., English), at the Client’s expense.

4.4. The Client warrants that all information and documents provided are true, accurate, current, and complete. Deliberate provision of false information constitutes a criminal offence under Article 251 of the Swiss Criminal Code.

4.5. The Company may implement ongoing monitoring of the Client’s business relationships, Orders, and Transactions to identify and mitigate risks, including money laundering, terrorist financing, Sanctions exposure, or other regulatory risks. The Client must provide additional information and documentation as reasonably requested during monitoring.

4.6. The Client confirms that it has not been previously suspended or banned from using the Company’s Services due to violations of Applicable Laws or the Company’s policies.

 

5. USE OF SERVICES

5.1. To use the Services, the Client must be at least 18 (eighteen) years of age and reside in a jurisdiction where the Services are legally accessible. By accepting these Terms and Conditions, the Client confirms having a full legal capacity and competence to enter into a binding agreement such as these Terms and Conditions and use the Services.

5.2. If a person is acting on behalf of a legal entity, such a person confirms that he/she has the requisite authority to bind that entity to these Terms and Conditions, and agrees to provide all the necessary documentation to verify such authority upon request by the Company.

5.3. The Client is prohibited from using the Services on behalf of third parties unless explicitly permitted by the Company in writing. Unauthorized third-party use may lead to suspension or termination of the Services, as well as other legal actions as per Applicable Law.

5.4. The Client is prohibited from using the Services for any illegal and unlawful purposes or in a manner that violates these Terms and Conditions. The Company reserves the right to reject the Clients’ applications, limit the use of Services, or stop Transactions at any time if there is a reasonable suspicion of fraud, illegal activities, or non-compliance.

5.5. The Client is solely responsible for ensuring compliance with Applicable Law, licensing requirements, and third-party rights when using the Services. The Client acknowledges and agrees that the Company assumes no liability for any legal consequences arising from the Client’s use of the Services.

 

6. SCOPE OF SERVICES

6.1. The Services provided by the Company comprise the following services:

6.1.1. exchange of crypto-assets for funds;

6.1.2. exchange of funds for crypto-assets;

6.1.3. transfer of crypto-assets on behalf of the Clients;

6.1.4. custody and administration of crypto-assets on behalf of the Clients.

6.2. The Services shall allow the Client to use the Client Portal where the Client’s Account is created to exchange Cryptocurrency for Fiat Currency and Fiat Currency for Cryptocurrency. The Client acknowledges their understanding that Cryptocurrency-to-Cryptocurrency exchanges are not supported by the Company unless or untill otherwise explicitly stated by the Company.

6.3. While providing the exchange services, the Company may also offer the services of the custody and administration of crypto-assets on behalf of the Clients, and the transfer of crypto-assets on behalf of the Clients.

6.4. The Company shall provide the Services only in those jurisdictions in which it has the right to provide Services, as well as in jurisdictions to which Sanctions or other restrictions are not applied. The Services may not be available in certain jurisdictions due to Sanctions, regulatory restrictions, market conditions, or the Company's internal risk management policies. The Company reserves the right to change the list of restricted jurisdictions at its sole discretion by providing the Client with such information via the Website, Client Portal, or other means electronically.

6.5. While providing the Services, the Company shall ensure compliance with the Applicable Law governing crypto asset exchanges and related services.

6.6. Nothing stated in these Terms and Conditions should be understood as if the Company provides investment, trading, or tax advice. The Company does not act as an investment advisor, financial planner, or broker. The Company acts solely as a crypto-asset service provider and does not assume any fiduciary duty toward the Client.

 

7. ORDER SUBMISSION AND EXECUTION

7.1. Orders may be submitted through the Client Portal or, where permitted by the Company, by email in accordance with the procedures made available to the Client.

7.2. The Company may refuse to execute an Order or suspend its execution where this is required by Applicable Law, regulatory or self-regulatory requirements, or where the Company has reasonable grounds to suspect fraud, market abuse, money laundering, sanctions violations or other unlawful or improper activity.

7.3. The Client is responsible for ensuring that all information provided in an Order is accurate and complete. The Company shall not be liable for losses resulting from incorrect or incomplete Order details provided by the Client.

7.4. By submitting an Order, the Client authorises the Company to take all actions necessary to execute the Order and complete the Transaction, including debiting and crediting the relevant wallets and accounts. The Client remains responsible for ensuring that sufficient funds or crypto-assets are available to complete the Transaction.

7.5. The Company may request additional information or documents for the purpose of verifying the Order or complying with Applicable Law. If such information or documents are not provided, the Order may be declined or cancelled, and any pending Orders may be suspended.

7.6. The Exchange Rate displayed in the Client Portal at the time of Order submission is indicative. The final Exchange Rate is determined at the moment of execution based on prevailing market conditions and liquidity.

7.7. The execution time of an Order depends on various factors, including the Client’s timely cooperation, the completion of compliance checks, market conditions and third-party processing times. The Company shall make reasonable efforts to execute Orders and complete Transactions without undue delay.

7.8. An Order may be delayed, suspended, rejected or cancelled where necessary due to compliance checks, legal or regulatory requirements, currency availability, technical issues, the Client’s failure to provide required information, or suspected unlawful activity, or other reasons as per the Company’s internal procedures. The Company will notify the Client of such measures unless prohibited by the Applicable Law.

7.9. The Client is responsible for reviewing all Order details before submission. Once an Order has been executed, it is final and irreversible. The Company will notify the Client of the outcome of each Transaction.

7.10. The Company may apply Transaction or volume Limit in accordance with Applicable Law and/or its internal risk and compliance procedures. Exceeding such a Limit may result in additional verification or delays.

7.11. Transfers of Cryptocurrency or Fiat Currency are subject to settlement and clearing processes. If a Transaction is reversed or fails for any reason, the Company may debit the Client’s account or recover the relevant amount. Any resulting negative balance must be settled by the Client without delay. Failure to do so constitutes a breach of these Terms and Conditions and may cause suspension or termination of Services.

 

8. CUSTODY AND ADMINISTRATION OF CRYPTO ASSETS

8.1. The Client acknowledges that the Company holds the Client’s crypto-assets in custody for the purpose of providing the Services. Crypto-assets held on behalf of the Client remain the property of the Client at all times and are not transferred to the Company.

8.2. Where crypto-assets are temporarily held for the purpose of executing an exchange, ownership of such crypto-assets shall pass to the Company only upon the irrevocable execution of the exchange transaction, and only to the extent required to settle that transaction.

8.3. The Company may hold crypto-assets in individual or pooled wallets, provided that the Company maintains appropriate technical, legal and accounting segregation to ensure that each Client’s crypto-assets are identifiable and segregated from the Company’s own assets in accordance with Applicable Law.

8.4. The Company shall be liable to the Client for the loss of crypto-assets held in custody where such loss is caused by the Company’s breach of its custody obligations, subject to the limitations set out below. The Company’s liability shall in any event be limited to the market value of the affected crypto-assets at the time the loss occurred.

8.5. Notwithstanding Clause 8.4, the Company shall not be liable for losses resulting from:

8.5.1. actions or omissions by the Client or persons acting on the Client’s behalf;

8.5.2. events beyond the Company’s reasonable control, including force majeure events, cyber-attacks or failures of third-party infrastructure, provided that the Company has applied reasonable security and organisational measures;

8.5.3. failures, malfunctions or changes of the underlying distributed ledger technology or blockchain networks that are not under the Company’s control.

8.6. The Company shall not be liable for any changes to the underlying distributed ledger technology or for any other event that may create, modify or affect the Client’s rights in respect of the crypto-assets, where such changes or events are not within the Company’s control. The Client acknowledges that protocol changes, forks, airdrops or similar events may occur and that, unless expressly stated otherwise by the Company, the Client shall not be entitled to any newly created or modified crypto-assets or any rights relating to them arising as a result of such events.

8.7. The custody and administration of crypto-assets are performed in accordance with the Company’s internal policies and procedures, which set out the applicable organisational, technical and security measures for the safekeeping, management and control of Client crypto-assets. Such policies and procedures are implemented and maintained in accordance with the Applicable Law and regulatory standards.

 

9. PRICE OF SERVICES AND PAYMENT PROCEDURE

9.1. The Client undertakes to pay the Fee applicable to the Services as agreed between the Client and the Company.

9.2. General information on the applicable fee structure, including the types of fees and the method of their calculation, is made available to the Client through the Company’s Website and/or the Client Portal.

9.3. Information on the specific Fee payable by the Client for individual Services is provided to the Client prior to entering into the business relationships with the Company, and, where applicable, forms part of the Agreement concluded between the Company and the Client.

9.4. Unless otherwise stated, the applicable Fee is deducted automatically from the gross amount of the relevant Transaction.

9.5. The Company may amend its fees or fee structure for future Transactions for regulatory, economic or operational reasons. The Company will notify the Client of any material changes in advance. If the Client does not agree with the amended fees, the Client may terminate the business relationship in accordance with these Terms before the changes take effect.

9.6. The Company is not responsible for any fees, charges or costs imposed on the Client by banks, payment service providers or other third parties in connection with the use of the Services.

 

10. RIGHTS AND OBLIGATIONS

10.1. The Company shall:

10.1.1. fulfill its obligations assumed under these Terms and Conditions properly, in good faith, in the spirit of cooperation, and on time;

10.1.2. provide Services professionally and carefully, following the provisions of these Terms and Conditions and the Agreement, as well as following the Applicable Law;

10.1.3. take actions as established under the Applicable Law to prevent money laundering and terrorist financing, fraud, as well as implement sanctions;

10.1.4. have a right to request the Client to provide information and documents necessary for the provision of Services or the implementation of internal policies and procedures, as well as requirements under the Applicable Law;

10.1.5. to report activities of the Client to regulatory authorities or other competent institutions, suspend or terminate the Services, and take all other necessary legal actions, if the Company reasonably suspects that the Client is engaging in illegal activities;

10.1.6. have a right to perform scheduled or unscheduled updates, upgrades, maintenance, or other works to the system or Services, which may cause temporary disruptions to the availability of the Services; the Company shall put its best effort to inform the Client about such works that may significantly impact the Services in advance;

10.1.7. have a right to interact with third-party applications, APIs, software, technology platforms, and other external service providers, payment processors, and banking partners, to facilitate the Services and provide additional functionality;

10.1.8. without violating the Applicable Laws, have a right to share the Client’s data with third-party service providers, regulatory authorities, and external advisors.

10.2. The Company shall also have other rights and obligations as provided in these Terms and Conditions, the Agreement, or Applicable Law.

10.3. The Client shall:

10.3.1. fulfill its obligations assumed under these Terms and Conditions properly, in good faith, in the spirit of cooperation, and on time;

10.3.2. use the Services following the provisions of these Terms and Conditions and the Agreement, as well as following the Applicable Law;

10.3.3. promptly notify the Company if there are any changes in the information provided in the application form, personal information, or legal entity-related information;

10.3.4. provide the Company with the requested information necessary to implement the ‘Know Your Client’ (KYC) and ‘Anti Money Laundering’ (AML) and other procedures under the Applicable Law, and deliver the Services properly;

10.3.5. provide the Company with evidence and/or documents proving the legal basis and/or origin of the Client’s assets;

10.3.6. keep safe all, and do not share with any third party the passwords and other credentials that are necessary to log in to the Account and use the Services, to prevent any unauthorised use of the Account;

10.3.7. promptly notify the Company if the passwords and any other credentials that are necessary to log in to the Account were lost, stolen, or otherwise made available to third parties, as well as in cases where the Client believes there has been or will be unauthorised use of the Account;

10.3.8. cooperate with the Company while performing compliance-related investigations, communicating with supervisory authorities, and implementing other actions that are mandatory under the Applicable Law or required by the regulator;

10.3.9. maintain and be solely responsible for an adequate internet connection, device security, and necessary software configurations to access and use the Services;

10.3.10. comply with the Applicable Law and maintain such compliance throughout the term of these Terms and Conditions, and the Agreement;

10.3.11. refrain from the following actions:

 (a) spreading computer viruses and using other measures that might disrupt the operation of the Company’s systems, harm or destroy information, and cause any other damage to the systems, equipment, or information;

(b) any deliberate actions that would disrupt the provision of Services;

(c) using the Services for any illegal activities;

(d) providing false, inaccurate, or misleading information to the Company;

(e) using anonymising proxies or other tools to obscure the identity;

(f) engaging in transactions involving jurisdictions that are subject to Sanctions;

(g) facilitating the exchange of funds, digital assets, or services that violate Sanctions;

(h) attempt to evade, circumvent, or otherwise bypass any Sanctions-related restrictions;

(i) performing or engaging in other activities prohibited by these Terms and Conditions, the Agreement, and the Applicable Law.

10.3.12. adhere to the highest standards of conduct, as the Company maintains a zero-tolerance policy towards abusive, offensive, or threatening behaviour directed at its employees, executives, or affiliates; any behaviour deemed inappropriate or harassing shall constitute a material breach of these Terms and Conditions that may result in a suspension or termination of Services;

10.3.13. be solely responsible for reporting and paying any applicable taxes on revenue generated through the use of Services; the Company shall not be held liable for any tax-related obligations or penalties incurred by the Client.

10.4. The Client shall also have other rights and obligations as provided in these Terms and Conditions, the Agreement (if any), or Applicable Law.

 

11. WARRANTS AND REPRESENTATIONS

11.1. The Client hereby represents and warrants to the Company that:

11.1.1. the Client has the necessary power and authority to enter into, execute, and perform these Terms and Conditions, which constitute a valid and binding obligation of the Client, enforceable against the Client  under its terms;

11.1.2. the Client has taken all legal actions required to properly enter into and give effect to these Terms and Conditions, has obtained all permits and licenses required by Applicable Law (when required), and has all the necessary resources, including financial, required to use or provide the Services;

11.1.3. neither the execution of these Terms and Conditions nor compliance by the Client with the obligations assumed hereunder conflicts with, or results in a breach or violation of any of the terms and provisions of (i) any decision, judgment, order, decree, or introduction of any court, public or municipal authority; (ii) any agreement or any other transaction to which the respective Party is a party; (iii) any law or other regulation applicable to the Parties; (iv) the rights and lawful interests of the creditors or shareholders of the Client;

11.1.4. Client is not (i) located in any jurisdiction subject to  Sanctions; (ii) a designated individual or entity listed on any Sanctions and related; (iii) facilitating any transactions on behalf of individuals, entities, or jurisdictions subject to Sanctions; (iv) in breach of any Applicable Law regarding the Sanctions when using the Services.

11.2. In the event of a change in any of the above circumstances constituting the Client’s warranty and representation, the Client must immediately inform the Company. Failure to inform the Company of such changes will be deemed to be a breach of these Terms and Conditions, which may result in suspension or termination of Services.

11.3. The Client confirms his understanding that Client Portal and the Services are provided on an ‘as is’ and ‘as available’ basis, without any representations or warranties, express, implied, or statutory. The Company disclaims all implied warranties, including but not limited to warranties of title, merchantability, fitness for a particular purpose, and non-infringement. The Company does not guarantee that:

11.3.1. the Client Portal and Services will be uninterrupted, error-free, or continuously available;

11.3.2. any defects or issues with the Client Portal or Services will be corrected promptly;

11.3.3. any of the information obtained through the Services is accurate, reliable, or complete.

11.4. The Company also makes no representation, warranty, or endorsement regarding any third-party applications, services, or content available via the Client Portal. The Company is not responsible for transactions conducted between the Client and any third-party providers. The Client assumes full responsibility for engaging with such third parties.

 

12. LIABILITY

12.1. The Parties shall abstain from any actions that may cause harm to the other Party and shall fulfill the obligations assumed under these Terms and Conditions properly, in good faith, and on time. Each Party shall be responsible for the proper performance of its obligations under these Terms and Conditions.

12.2. To the maximum extent permitted by the Applicable Law, the Company shall not be liable for:

12.2.1. failure to execute Orders due to events beyond its control, including Force Majeure Events;

12.2.2. malfunctions or disruptions in communication networks, internet services, blockchain networks, or other services, systems, and/or software that are beyond the Company’s control;

12.2.3. the Client’s failure to ensure the security of passwords and other login credentials, as well as any unauthorised access to the Account resulting from such failure or the Client’s negligence;

12.2.4. cyberattacks, phishing attempts, fraudulent activities, or data breaches that are beyond the Company’s control;

12.2.5. a failure of the Client to act on security alerts or notices sent by the Company;

12.2.6. losses due to incorrect or incomplete information provided by the Client;

12.2.7. interruptions, delays, or unavailability of the Client Portal or Services due to scheduled maintenance, works, or technical issues;

12.2.8. disruptions, errors, breaches, delays, and other circumstances and consequences caused by a third party that are beyond the control of the Company;

12.2.9. fees, overdrafts, or penalties incurred by the Client due to insufficient funds or unauthorised transactions.

12.2.10. a failure to fulfill the obligations caused due to the Company’s obligation of fulfilling duties determined by the Applicable Law.

12.3. The Company does not guarantee that the Services or Client Portal will be available at all times without interruption, errors, or delays. The provision of Services and use of the Client Portal may be interrupted due to system updates, maintenance, network issues, or unforeseen circumstances beyond the Company’s control. The Company shall not be liable for any losses or damages resulting from Service interruptions, Client Portal unavailability, or delays in executing the Order and/or processing the Transaction.

12.4. The Company shall not be liable for indirect or consequential losses, including loss of profits, revenue, or business.

12.5. The Company’s total liability for direct damages arising from an essential breach of these Terms and Conditions shall be limited to the Fees paid by the Client in the relevant month. If multiple months are involved, the cap shall be based on the lowest monthly Fee. The annual liability cap shall not exceed the average Fees paid by the Client over the last six (6) months.

12.6. Nothing in this Clause shall exclude or limit liability for gross negligence or intent, death or personal injury caused by negligence, fraudulent misrepresentation, or other liability that cannot be limited under mandatory Applicable Law.

12.7. The Client agrees to indemnify, defend, and hold harmless the Company, its shareholders, affiliates, directors, employees, and other related persons from any claims, demands, liabilities, damages, expenses, or costs (including legal fees) arising from (i) the Client’s breach of these Terms and Conditions; (ii) the Client’s misuse of the Account, Client Portal or Services; (iii) any violation of the Applicable Laws, or third-party rights made by the Client; and/or (iv) the Transactions conducted by the Client that result in legal disputes, fraudulent activity, or regulatory scrutiny. The Client also agrees to release the Company, its affiliates, directors, employees, and other related persons from any claims, losses, or damages arising from (i) disputes between the two or more Company’s Client, or between the Clients and third parties; (ii) financial losses incurred due to market fluctuations, technical failures, or regulatory changes; (iii) suspension or termination of the Service due to reasons established by these Terms and Conditions. 

12.8. The Company shall also not be liable for failure or delay in performing its obligations due to a Force Majeure Event, including, but not limited to:

12.8.1. natural disasters, earthquakes, floods, fires, or other acts of God;

12.8.2. wars, armed conflicts, terrorism, or civil unrest;

12.8.3. government actions, sanctions, or regulatory changes impacting service availability;

12.8.4. cyberattacks, system failures, blockchain disruptions, power outages;

12.8.5. other circumstances that are beyond the Company’s control.

12.9. By using the Services, the Client acknowledges these risks and agrees that no claims may be made against the Company for losses resulting from such circumstances

 

13. SAFEKEEPING POLICY

13.1. The Company is committed to safeguarding and segregating the Client’s funds and assets in accordance with Applicable Law and regulatory standards.

13.2. All funds and assets held by the Company on behalf of Clients remain the property of the respective Client at all times. Such assets are segregated from the Company’s own assets and are not available to the Company’s creditors in the event of the Company’s insolvency, subject to Applicable Law.

13.3. The Company maintains appropriate legal, technical, and organisational policies and procedures to ensure the proper segregation, safekeeping, and protection of Client assets, including controls related to wallet management, access rights, reconciliation, and security. These measures are implemented in accordance with the Company’s internal policies and are subject to regulatory and audit oversight.

 

14. COMPLAINTS HANDLING PROCEDURE

14.1. The Company maintains internal procedures for the fair, prompt and consistent handling of Client complaints.

14.2. The Client may submit a complaint to the Company by filing a template available at the Website or in free form and sending it to the Company in electronic form via email support@fincryptou.com, or in paper form – by mail to the Company's registered office address provided on the Website.

14.3. A written complaint will be examined by the Company within a reasonable period of time, in good faith and in accordance with its internal procedures and Applicable Law.

 

15. GOVERNING LAW AND DISPUTES

15.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Lithuania.

15.2. The Company aims to settle all disputes with the Client amicably, promptly, and in the spirit of cooperation by both Parties. Therefore, in case of any dissatisfaction of the Client, the Client is encouraged to first address the Company directly by submitting a complaint following the Description of the Complaints Handling Procedure available on the Company’s Website.

15.3. If the Parties fail to settle a dispute amicably or in other extrajudicial methods of dispute resolution, the dispute shall be referred to the Vilnius Court of Commercial Arbitration as set forth below.

15.4. The arbitration tribunal shall consist of a sole arbitrator, and the arbitration shall be conducted in the English language, unless the Client is natively Lithuanian-speaking or has Lithuanian-speaking representatives - in such a case, the arbitration shall be conducted in the Lithuanian language. The arbitrator shall have the authority to grant the same remedies as a court, including compensation of attorney fees. The arbitrator’s decision shall be final, binding, and enforceable.

15.5. An arbitration claim must be initiated within 1 (one) year from the date the complaining Party first became aware or should have become aware of the cause of action. Any claim not asserted within this timeframe shall be deemed waived.

15.6. To the maximum extent permitted under Applicable Law, the Parties agree that any claims shall be brought only in an individual capacity. Neither Party may act as a plaintiff or class member in a class action, collective action, or representative proceeding. The arbitrator shall not have the authority to consolidate claims from multiple parties or preside over any class, consolidated, or representative action. The arbitrator may only award relief that directly benefits the individual Party bringing the claim.

15.7. The Parties agree to maintain strict confidentiality regarding any disputes, legal demands, and/or arbitration proceedings arising from these Terms and Conditions or the Services provided. This confidentiality obligation extends to all affiliates, agents, employees, and other related persons of the Parties.

 

16. INTELLECTUAL PROPERTY RIGHTS

16.1. Nothing stated in these Terms and Conditions shall be construed as an assignment or transfer of any existing intellectual property rights of whatsoever nature by either Party. Each Party owns and will continue to own its respective rights, title, and interests in all such intellectual property unless agreed otherwise in writing.

16.2. The Company grants the Client a royalty-free, fully paid, non-exclusive, and irrevocable right to use the Client Portal during the validity of these Terms and Conditions. The Client shall not have the right to sub-license such rights to any third party. Any unauthorized use, modification, or distribution of Client Portal, the Company’s software, trademarks, or proprietary content is strictly prohibited.

16.3. The property rights to the Client Portal and supporting software shall remain vested in the Company. Nothing in these Terms and Conditions shall transfer such rights to the Client.

 

17. CONFIDENTIALITY

17.1. Any personal, technical, or information of commercial value and other information that is not available publicly (hereinafter referred to as - Confidential Information), received during the Services provision and performance of these Terms and Conditions, shall be deemed confidential and shall be solely provided for the benefit of the Parties.

17.2. The Parties shall not disclose, mention in public, or make available the Confidential Information either partially or in full to any third party during the term of these Terms and Conditions and thereafter for an indefinite period unless required by Applicable Law, or with the prior written consent of the disclosing Party in each specific case.

17.3. The following information shall not be deemed as Confidential Information:

17.3.1. information that is in the public domain;

17.3.2. information that becomes generally available to the public other than through the breach of these Terms and Conditions;

17.3.3. information that was lawfully obtained by the Party before the conclusion of these Terms and Conditions;

17.3.4. information that was lawfully obtained from a third party, not under any confidentiality obligation;

17.3.5. information that was independently acquired by the Party by lawful means (e.g. created, developed, investigated, etc.).

17.4. The Parties shall take all reasonable steps and measures to protect the Confidential Information from any unauthorized use or disclosure.

 

18. PERSONAL DATA

18.1. The Company shall process all personal data received during the performance of these Terms and Conditions following the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), and other Applicable Laws regulating the processing of personal data and privacy protection.

18.2. The processing of personal data is governed by the Privacy Policy, which is available on the Website, and forms an integral part of these Terms and Conditions.

18.3. By accepting the Terms and Conditions and using the Services, the Client acknowledges that they have read, understood, and accepted the Privacy Policy.

 

19. SECURITY

19.1. The Company implements appropriate technical and organizational security measures to ensure the confidentiality, integrity, and availability of the Client Portal and supporting ICT (information and communication technology) systems. These measures include, but are not limited to: multi-factor authentication (hereinafter also referred to as - the MFA), encryption of data in transit and at rest, Role-Based Access Control, continuous system monitoring, access logging, and regular testing of security controls.

19.2. The Client is solely responsible for maintaining the confidentiality and security of their login credentials and authentication methods. The Client shall not disclose or share their passwords or MFA devices with any third party and must ensure secure storage and handling of all access credentials. The Client is also expected to implement appropriate security controls on their own devices and networks, including anti-malware tools and secure internet connections, and to regularly update their passwords and enable MFA if available.

19.3. The Client must remain vigilant against threats such as phishing, spoofing, and other forms of social engineering. The Client is obliged to promptly report any suspicious messages, login attempts, or communication impersonating the Company, avoid engaging with unverified links, and verify the authenticity of any requests related to their Account.

19.4. The Client is obliged to:

19.4.1. report any suspicious emails, messages, or phishing attempts impersonating the Company;

19.4.2. avoid clicking on links from unknown or unverified sources;

19.4.3. verify the authenticity of communications from the Company.

19.5. The Client shall not:

19.5.1. introduce viruses, trojans, worms, logic bombs, or other harmful materials;

19.5.2. attempt unauthorized access to the Account, Company servers, or databases;

19.5.3. engage in distributed denial-of-service (DDoS) attacks or any other malicious activities;

19.5.4. attempt to bypass security measures or tamper with the Account or the Client Portal.

19.6. In the event of a security breach, the Company reserves the right to:

19.6.1. suspend or terminate the Client’s access to the Services;

19.6.2. report a security breach to the relevant law enforcement authorities;

16.9.3. initiate legal proceedings to recover damages incurred due to the Client’s security violations, negligence, or non-compliance with security protocols;

19.6.4. seek compensation for financial or reputational losses resulting from a security breach, including costs related to data recovery, system restoration, or third-party claims;

19.6.5. conduct an internal or third-party forensic investigation to assess a security breach's impact and determine whether additional security measures or compliance actions are necessary.

19.7. While the Company applies state-of-the-art security measures, it does not guarantee that the Client Portal is entirely free of vulnerabilities or threats. The Client acknowledges and accepts residual risks associated with the use of digital systems and remains responsible for exercising proper security hygiene on their side.

 

20. RISKS

20.1. There are a number of risks associated with Cryptocurrencies. The Client acknowledges and understands that by accepting these Terms and Conditions and using the Services, the Client accepts these risks. Therefore, the Client undertakes to evaluate these risks before using the Services. If the Client is unsure about the risks involved, then the Client should not enter into these Terms and Conditions and should not use the Services.

20.2. Cryptocurrencies are highly volatile assets, and their value may fluctuate rapidly. The Company does not provide any financial guarantees regarding the value or stability of any Cryptocurrencies. Therefore, the Company is not responsible for any Client’s losses due to market price changes and and the Client accept the risks associated with cryptocurrency-related transactions.

20.3. After the Order is submitted and starts to be executed, the Exchange Rate may change during the execution. The Company shall not be responsible for such changes in Exchange Rate, and by accepting these Terms and Conditions, the Client expressly and irrevocably agrees that the Company is not responsible for the change of the Exchange Rate between the time the Order is being executed and the time the Transaction is completed.

20.4. Fiat Currency transactions may experience delays in processing by banks or payment service providers. Transfers may remain unconfirmed for a certain period, during which the Client may not access the funds. The Company is not responsible for any such delays and damages caused by third-party financial institutions.

20.5. Cryptocurrencies operate on decentralized networks and may be subject to risks such as (i) unexpected software changes, forks, or disruptions in blockchain networks; (ii) increased government regulations or legal restrictions on Cryptocurrency transactions; cybersecurity threats, hacking, and other unauthorized access; (iv) irreversible nature of Cryptocurrency transactions, making recovery difficult in case of loss. The Company is not responsible for any of these circumstances that are beyond the Company’s control.

20.6. The Client acknowledges that there may be other risks associated with cryptocurrency-related transactions and arrangements that are not explicitly mentioned in these Terms and Conditions. The Client agrees to conduct independent due diligence before engaging in any transactions in each particular case and takes full responsibility in this regard.

 

21. COMMUNICATION

21.1. The Client agrees that all communication from the Company shall be provided electronically via the email address registered with the Account and/or provided in the Agreement (if any). The client is solely responsible for providing an accurate, functional, and regularly monitored email address. The Company shall not be liable for any loss or inconvenience resulting from the Client’s failure to receive communications due to an outdated or inaccessible email address.

21.2. All notices and other communications under or in connection with the Services shall be in writing and shall be considered duly served on the following business day if sent by email.

21.3. The feedback, questions, notices, or requests concerning the Services shall be sent to the following email address of the Company: info@fincryptou.com.

21.4. By providing feedback, the Client grants the right for the Company to use such feedback at its discretion, including public sharing on the Company's Website, social networks or in any other way.

 

22. AMENDMENTS

22.1. The Company reserves the right to change, amend, modify, or waive any provision of these Terms and Conditions at its sole discretion. Such changes may be made for any reason, including but not limited to compliance with Applicable Law, regulatory requirements, security standards, or improvements to the Services.

22.2. In case of significant changes to these Terms and Conditions, including those that may affect the Client’s rights and obligations, the Company will provide the Client with a 60-day prior notice.

22.3. In case of non-significant changes to the Terms and Conditions such as (i) style and grammar corrections, paraphrasing and moving a sentence, a clause for the sake of better understanding, or (ii) other changes which do not reduce or limit the rights of the Client and do not increase the liability of the Client, the Company will not provide any prior notice to the Client.

22.4. The updated Terms and Conditions will be made available on the Website both in English and the Lithuanian language. 

22.5. The Client is responsible for reviewing the Terms and Conditions regularly to stay informed of any updates. Failure to review the amended Terms and Conditions does not exempt the Client from an obligation to comply with them.

22.6. The Client has no right to unilaterally change and/or amend the Terms and Conditions.

22.7. Information displayed on the Client Portal may also be subject to periodic updates, amendments, or modifications made by the Company without prior notice. It is the Client’s sole responsibility to verify any information displayed in the Client Portal before making any decisions based on it or using the Services.

 

23. SUSPENSION AND TERMINATION

23.1. The Parties have the right to unilaterally terminate these Terms and Conditions without appealing to the court by notifying the other Party in writing 30 (thirty) calendar days in advance. Termination according to this clause can be done in the absence of a violation of the Terms and Conditions, i.e., the Parties terminating the Terms and Conditions as per this clause have a right not to indicate any of the reasons for such termination.

23.2. The Company has the right to suspend the provision of the Services in full or in part immediately upon written notice to the Client if:

23.2.1. the Client fails to provide sufficient information and/or documents requested by the Company as set out in Clauses 4.1, 4.2, 9.3.4, and/or 9.3.5 of these Terms and Conditions or provides information and/or documents that are not sufficient, does not comply with the Applicable Law, or there are reasonable doubts whether the information and/or documents provided by the Client are true, accurate and complete;

23.2.2. the Client engages in prohibited activities set out in Clauses 5.3 and/or 9.3.11 of these Terms and Conditions;

23.2.3. the Client fails to comply with clause 7.10 of these Terms and Conditions;

23.2.4. the Company reasonably suspects that the Client is engaging in illegal activities;

23.2.5. the Client fails to comply with Clause 18.5 of these Terms and Conditions;

23.2.6. the Client’s business risk level can no longer be considered acceptable to the Company;

23.2.7. the Client breaches any of the Applicable Law requirements;

23.2.8. the Client has outstanding claims, unpaid fees, penalties, or any other charges due to the Company;

23.2.9. the Client’s place of business (when applicable) changes, and the Company does not provide the Services in this area;

23.2.10. in the Company’s reasonable opinion, further maintaining business relationships with the Client exposes the Company to risk, including but not limited to compliance, operational, reputational, and/or money laundering or terrorist financing risks;

23.2.11. the Client is or has engaged in conduct that exposes the Company to the potential fines or penalties imposed under the Applicable Law;

23.2.12. the Company is required to do so by the Applicable Law or regulatory authorities;

23.2.13. the Client or persons related to the Client and/or any managers, employees, representatives, UBO are:

(a) listed on any Sanctions lists or targeted by Sanctions;

(b) located in or incorporated under the laws of the country or territory that is the target of Sanctions;

(c) subject to a complaint, claim, inspection, or investigation related to Sanctions;

(d) directly or indirectly owned or controlled by, or acting on behalf of, at the discretion of, for the benefit of, a person referred to in (a) above and/or to the extent relevant under (b) and (c) above;

23.2.14. the Company has concerns about the Client’s solvency and financial abilities to implement their obligations under these Terms and Conditions, or the Client is subject to insolvency, bankruptcy, liquidation, or similar financial distress;

23.2.15. the Client is in any other breach of its obligations under or arising out of these Terms and Conditions;

23.2.16. in other cases indicated in these Terms and Conditions and/or Applicable Law.

23.3. If the Client fails to remedy the circumstances and breaches indicated in Clause 23.2 above within 5 (five) business days of receiving a notice from the Company requiring them to do so, the Company has the right to terminate the Services and the business relationship with the Client with immediate effect. Where a remedy for breaches is not possible because of the nature of the breaches, the Services and the business relationship may be terminated with immediate effect after the breaches indicated in Clause 23.2 are identified.

23.4. Upon suspension or termination of the Services, the Company shall not be liable for any losses incurred by the Client due to such suspension or termination.

23.5. In cases where there is an Agreement between the Parties also concluded, in case of termination of such an Agreement, these Terms and Conditions automatically become invalid upon termination of the Agreement.

23.6. Upon termination of the contractual relationship with the Client, the Client's Account is also closed.

23.7. The rights and obligations which in their essence remain valid even after the termination of the contractual relationship (naturally survive the termination) or which are indicated to be valid after the end of these Terms and Conditions, shall remain in effect even after the termination of these Terms and Conditions.

23.8. Termination of the Terms and Conditions does not exempt the Client from the appropriate execution of all liabilities to the Company that were applicable to the Client before the termination.

 

24. FINAL PROVISIONS

24.1. These Terms and Conditions, including the Agreement (where concluded) and all referenced annexes, schedules, policies, and procedures constitute the entire agreement between the Client and the Company governing the provision and use of the Services, and it shall supersede all prior agreements, discussions, or understandings, whether written or oral, relating to the subject matter herein.

24.2. These Terms and Conditions shall come into force and become legally binding to the Parties from the date of acceptance by the Client and shall be valid throughout the entire term of the Services provision until terminated.

24.3. These Terms and Conditions may be translated into multiple languages for convenience; however, the language in which these Terms and Conditions were approved by the Client shall prevail in case of any discrepancies or conflicts.

24.4. If any provision of these Terms and Conditions is found to be invalid or unenforceable under the Applicable Law, such provision shall be deemed ineffective only to the extent necessary without affecting the enforceability of the remaining provisions.

24.5. The Company’s failure to enforce any provision, exercise a right, or require strict compliance with these Terms and Conditions shall not be construed as a waiver of such rights or provisions in future instances.

24.6. The Client and the Company acknowledge that they are independent contractors. These Terms and Conditions do not create a joint venture, partnership, employment, or fiduciary relationship between the Parties. The Client is not authorized to act on behalf of the Company or bind it to any obligations.

24.7. The Company reserves the right to transfer or assign its rights and obligations under these Terms and Conditions in the event of a merger, acquisition, sale, or other change of control. The Client may not transfer their rights or obligations under these Terms and Conditions without the prior written consent of the Company. Any unauthorized transfer shall be considered null and void.

24.8. The Client confirms that they have read, understood, and accepted these Terms and Conditions to the full extent. The Client further acknowledges that they have independently assessed their rights, obligations, and any associated risks before entering into these Terms and Conditions and starting to use the Services.