These Standard Terms and Conditions (“Conditions”) apply exclusively between:
(each a “Party” and collectively, the “Parties”).
DEFINITIONS AND INTERPRETATIONS
“Affiliate” means an entity directly or indirectly controlled by or under common control with BTSE Holdings Limited where control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise, including a Subsidiary or a Holding Group of BTSE Holdings Limited or any other Subsidiary of that Holding Group;
“Additional Terms” has the meaning ascribed to it in Clause 3.2;
“AML Laws” means all laws applicable to the Parties prohibiting money laundering or attempts to conceal or disguise the identity or origin of, change the form of, move, transfer, transport, illegal proceeds, funds or property;
“Anti-Bribery Laws” means all laws applicable to the Parties prohibiting the bribery of government officials, kickbacks, inducements and other forms of commercial corruption or bribery;
“Applicable Laws” means all laws applicable to the Parties;
“Business Day” means a day that is regarded as a business day in the British Virgin Islands;
“Content” shall have the meaning ascribed to it in Clause 18;
“Control” means the holding or possession of the beneficial interest in or the ability to exercise the voting rights applicable to shares or other securities in, any entity (whether directly or indirectly) which confers an aggregate on the holders thereof of more than 50% of the total voting rights exercisable at general meetings of that entity. “Controlled” shall be construed accordingly;
“CRS” means the common reporting standard or the Standard for Automatic Exchange of Financial Account Information;
“CTF Laws” means all counter-terrorist financing laws;
“Digital Assets” means cryptocurrencies, tokens or other digital assets;
“Dispute” shall have the meaning ascribed to it in Clause 32.2;
"Encumbrance" means any mortgage, assignment, debenture, lien, hypothecation, charge, pledge, title retention, right to acquire, security interest, option, pre-emptive or other similar right, right of first refusal, restriction, third-party right or interest, any other encumbrance, condition or security interest whatsoever or any other type of preferential arrangement (including without limitation, a title transfer or retention arrangement) having similar effect, or an agreement, arrangement or obligation to create any of the foregoing;
“Event of Default” shall have the meaning ascribed to it in Clause 13.2;
“FATCA” means the United States Foreign Account Tax Compliance Act;
“Fee Schedule” means the schedule of transaction fees payable to the Group by the User in relation to the Services;
“Fiat Currencies” means any currency regarded by any government as legal tender and “Fiat “Currency” shall be construed accordingly;
“Force Majeure Event” means all causes, foreseen or unforeseen, that are beyond the reasonable control of the affected Party, including but not limited to (a) hacker attacks, or the invasion or outbreak of malware such that the computer system or any hardware or software associated with the running of the Interface is damaged or unable to perform or operate normally; (b) interruption, failure or disruption in electricity provision, internet connection, telephone or other communication system or electronic or mechanical equipment; (c) strikes, fire, flood or other acts of God; and (d) the regulations of any applicable or relevant international organisation or government authority;
"Holding Group" means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary;
“Indemnified Parties” shall have the meaning ascribed to it in Clause 14;
“Indemnified Party” shall have the meaning ascribed to it in Clause 14;
“Insolvency Event” shall have the meaning ascribed to it in Clause 13.2.7;
“KYC Process” has the meaning ascribed to it in Clause 4.1;
“Legal Disclaimers” means the Group’s legal disclaimers as set out in the BTSE Legal Disclaimers that forms part of these Conditions;
“Losses” shall have the meaning ascribed to it in Clause 14;
“Notice” shall have the meaning ascribed to it in Clause 22.1;
“Permitted Purpose” shall have the meaning ascribed to it in Clause 17.1;
“Policies” shall have the meaning ascribed to it in Clause 3.1;
“Prohibited Jurisdiction” has the meaning ascribed to it in Clause 1.5;
“Prohibited Use” has the meaning ascribed to it in Clause 9.2;
“Prohibited User” has the meaning ascribed to it in Clause 1.5;
"Representatives" means, in relation to a Party hereto, its directors, officers, employees, advisers, agents, or other representatives;
“Sanctions” means the economic sanctions laws, regulations, embargoes, or restrictive measures administered by any Sanctions Authority including pursuant to the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010 and Iran Sanctions Act or any equivalent sanctions or measures imposed by any Sanctions Authority.
“Sanctions Authority” means:
“Sanctions Laws” means the laws relating to Sanctions or the Sanctions List;
“Sanctions List” means the Specially Designated Nationals and Blocked Person List maintained by OFAC, or any similar list maintained by or public announcement of Sanctions designation made by any of the Sanctions Authorities;
“Services” shall have the meaning ascribed to it in Clause 1.1;
"Subsidiary" means, with respect to any entity, any other entity directly or indirectly Controlled by that entity;
“Surviving Provisions” means Clauses 1, 2, 3, 6, 8, 9, 11, 12, 13, 14, 15, 16, 18, 20, 22, 23, 24, 25, 26, 28 and 29;
“target of Sanctions” shall have the meaning ascribed to it in Clause 16.1.11;
“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any related penalty or interest);
“Third Party Data” shall have the meaning ascribed to it in Clause 17.3;
“User’s Reps and Warranties” shall have the meaning to ascribed to it in Clause 16.1; and
“Variation” has the meaning ascribed to it in Clause 1.4.
INCORPORATION OF OTHER TERMS
The User acknowledges and confirms that they have read, understood and agreed to the following documents, as may be amended from time to time by the Group at its sole discretion, made available to the User on the Interface, which are hereby incorporated and form part of the Conditions:
(collectively, the “Policies”)
SETTING UP AN ACCOUNT
SCOPE OF SERVICES
The use of the Services is subject to the User setting up an account on the Interface, which entitles the User access to the following Services, subject to eligibility and certain conditions being satisfied, including:
The Group does not act as agent in the transactions effected through trading on the Interface. However, in some but not all of the Services, the Group administers and enforces contracts among parties engaged in activities on the Interface.
DISCLOSURE OF INFORMATION
The User may not:
RIGHTS OF COMPANY
PAYMENTS TO THE COMPANY
TERM AND TERMINATION
The term of these Conditions shall commence on the date that these Conditions are accepted by the User and terminate upon:
For the purposes of these Conditions, “Event of Default” means any one of the following events:
any default by the User to pay on the due date any amount payable pursuant to these Conditions in the mode of payment in which it is expressed to be payable unless:
any Insolvency Event occurs in respect of the User. For the purpose of this Section, an "Insolvency Event" shall mean the occurrence of any one of the following events, but this Clause 13.2.7 shall not apply to any winding-up petition or any application which is vexatious and is discharged, stayed or dismissed within twenty one (21) days of its commencement:
The User irrevocably undertakes to fully indemnify and hold harmless each the Group, its shareholders, officers, directors, employees and agents and their respective successors, heirs and assigns (collectively, the “Indemnified Parties” and each an “Indemnified Party”) promptly upon demand at any time and from time to time, from and against any and all losses, claims, actions, proceedings, damages, demands, judgments, sums payable, liabilities, damages, costs, charges and expenses (including reasonable attorneys’ fees and disbursements), and/or expenses (collectively, “Losses”) to which any Indemnified Party may become subject, insofar as such Losses arise out of, or in any way relate to, or result from:
EXCLUSION OF LIABILITY
The Group (to the fullest extent permitted by law) shall not in any circumstances be liable for any loss or damage including any direct, indirect, special, consequential, punitive, incidental loss or damage (whether arising in tort, contract or otherwise) incurred by the User, its shareholders, officers, directors, employees and agents, arising out of or in relation to or in connection with these Conditions including but not limited to:
REPRESENTATIONS AND WARRANTIES
The User makes the following representations and warranties to the Group:
the User has:
neither the User, or, in the event that the User is a company, any of its Affiliates, or to its knowledge, joint ventures or any director, officer, agent, employee or any other person acting on any of its behalfs:
and none of it or, in the event that the User is a company, any of its Affiliates will directly or indirectly use any monies received by the User or any part thereof, or lend contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other persons or entity for the purpose of financing the activities of any person currently the subject of any Sanctions or any person subject to the jurisdiction of a Prohibited Jurisdiction;
its acceptance of these Conditions, its performance of its obligations and all transactions contemplated hereunder shall not:
(collectively, the “User’s Reps and Warranties”)
The confidentiality obligation under Clause 17.1 shall not apply to:
The User is granted a limited, non-transferable license, subject to these Conditions, to use the Interface and related content, materials and information (collectively, the “Content”) solely for approved purposes as permitted by the Group from time to time. Any other use of the Interface, Services or Content is expressly prohibited and all other right, title and interest in the Interface or Services is exclusively the property of the Group. The User agrees that it will not copy, transmit, distribute, sell license, reverse engineer, modity, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part. “BTSE”, “btse.com” and all logos, trade name, work marks, or design related to the Services or displayed on the Interface are either trade marks or registered marks of the Group or its Affiliate(s). The User shall not copy, imitate or use such logos or marks without the prior written consent of the Group.
Each Party agrees from time to time to perform any further acts and execute and deliver any further documents and instruments and do or refrain from doing all such further acts and things as may from time to time reasonably be requested by the other Parties to carry out effectively or better evidence or perfect the true spirit, intent, meaning and purpose of these Conditions.
NO PARTNERSHIP OR AGENCY
Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties or constitute any Party the agent of another Party.
DISPUTES BETWEEN USERS
The illegality, invalidity or unenforceability of any provision of these Conditions under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
Each of the Parties confirms that it has has the opportunity to seek independent legal advice relating to all the matters provided for in these Conditions and agrees that (a) there shall be no presumption that any ambiguity in these Conditions should be construed in favour of or against any Party solely as a result of such Party’s actual or alleged role in the drafting of these Conditions, and (b) the provisions of these Conditions and all documents entered into pursuant to these Conditions are fair and reasonable.
These Conditions constitute the whole agreement between the Parties relating to its subject matter and (save as otherwise provided) supersede and extinguish any prior drafts, agreements, undertakings, representations, warranties, assurances and arrangements of any nature, whether in writing or oral, relating to such subject matter.
The Group shall not be liable for any failure, delay or variation in the performance of its obligations under these Conditions if such failure, delay or variation is caused by any Force Majeure Event.
The User may not assign or transfer all or part of his rights or obligations under these Conditions.
REMEDIES AND WAIVER
No failure on the part of any Party to exercise, and no delay on its part in exercising, any right or remedy under these Conditions will operate as a release or waiver thereof, and any single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in these Conditions are cumulative and not exclusive of any rights or remedies provided by law.
NO RIGHTS OF THIRD PARTIES
No term of these Conditions is enforceable by a person who is not a Party to these Conditions.
GOVERNING LAW AND JURISDICTION