Terms of Use - Qovex UK Limited

Version dated: 27 March 2024

YOU SHOULD READ THESE TERMS CAREFULLY BEFORE USING OUR SITE OR ANY OF OUR SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OUR SITE NOR OTHERWISE USE OUR SERVICES.

YOU MUST NOT DEAL IN DIGITAL ASSETS UNLESS YOU ARE PREPARED TO LOSE ALL YOUR MONEY INVESTED. DIGITAL ASSETS ARE A HIGH-RISK INVESTMENT. YOU COULD LOSE ALL THE MONEY YOU INVEST AND ARE UNLIKELY TO BE PROTECTED IF SOMETHING GOES WRONG. YOU SHOULD THINK CAREFULLY ABOUT WHETHER DEALING IN DIGITAL ASSETS IS SUITABLE FOR YOU IN LIGHT OF YOUR FINANCIAL SITUATION AND RISK APPETITE.

ALTHOUGH WE ARE REGISTERED WITH THE FINANCIAL CONDUCT AUTHORITY FOR MONEY LAUNDERING PURPOSES, THIS DOES NOT INDICATE ANY APPROVAL BY THE FINANCIAL CONDUCT AUTHORITY OF OUR ACTIVITIES. OUR SERVICES DO NOT FALL WITHIN THE SCOPE OF THE FINANCIAL OMBUDSMAN SERVICES (“FOS”) OR THE FINANCIAL SERVICES COMPENSATION SCHEME (“FSCS”), AND YOU DO NOT HAVE THE BENEFIT OF THE PROTECTION PROVIDED BY EITHER OF THESE.

1.            Application of these Terms

These Terms (“Terms”) apply to clients of the Qovex UK Limited ("you”, “your”, “yourself”).

These Terms set out the relationship between you and Qovex UK Limited (“we”, “us”, “our”, and you and we are each a “party” and together the “parties” to these Terms), which is the entity within the Qovex Group with which you have a contractual relationship. When you use our Site, register for a Qovex account (“Account”) or otherwise use our Services, you agree to accept and comply with these Terms. If you have any questions relating to these Terms, your rights and obligations arising from these Terms and/or your use of the Site and the Services, your Account or any other matter, please contact  or visit our FAQ page.

2.            Who we are

Qovex UK Limited is incorporated in England and Wales with the company number 14174243 and with its registered office at 1300 E 9TH ST STE 1205 CLEVELAND OH 44114, EC4A 3TW London, .

3.            Interpretation

Capitalised words used in these Terms shall have the following meanings:

References to clauses and Schedules are to the clauses of and Schedules to these Terms. The Schedules form part of these Terms and shall have effect as if set out in full in the body of these Terms and any reference to these Terms includes the Schedules. Clause and Schedule paragraph headings shall not affect the interpretation of these Terms.

A reference to these Terms or to any other agreement or document referred to in these Terms is a reference to these Terms or such other document or agreement as amended or varied in accordance with its terms from time to time.

Any reference to “dealing in” or “deal in” is a reference to any participation in Digital Assets including buying, acquiring, accepting, holding, selling, disposing of and / or otherwise making use of Digital Assets. A reference to a “party” shall include you, us and our personal representatives, successors and permitted assigns. A reference to “writing” or “written” includes email but not faxes.

Any words following the terms “including”, “include”, “in particular”, “for example”, “such as” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

4.            Our Services

We provide you with the ability to use the following Services provided by us (our “Services”):

a.     you can add Currency to and withdraw Currency from your Account held with us;

b.     the ability to buy and sell Digital Assets;

c.     you can add Digital Assets from, and withdraw them to, external wallet(s);

d.     we provide storage of your Digital Assets; and

e.     the ability to give Authorised Persons access to data and information regarding your Account as well as the ability to send us Instructions on your behalf.

We do not:

a.     provide any investment advice; and

b.     guarantee that our Services or the Site will be available to you at all times.

Our Services are provided without warranty of any kind, and in particular without any implied warranty of merchantability and fitness for any particular purpose.

5.            Your representations and obligations

In agreeing to these Terms, you at all times represent that:

a.     you can afford to lose all of your investment as dealing in Digital Assets involves a high degree of risk;

b.     (if you are an individual) you are at least 18 years of age and acting solely in your own capacity;

c.     (if you are a legal entity) you are duly authorised to act on behalf and in the name of the legal entity;

d.     as far as you are aware, you are legally permitted under Applicable Law to receive and make use of our Services, will act in accordance with Applicable Law, and there is no other reason to prevent you from agreeing to these Terms;

e.     you have taken care to seek to understand the inherent risks associated with dealing in Digital Assets and using blockchain-based software systems, including by carefully reviewing the non-exhaustive illustrative list of potential risks set out in our Risk Warning;

f.      you have sufficient access to computers, internet and software as may be required to use our Services;

g.     any actions on the Site, as well as any Instructions and operations initiated from your Account or using your Account credentials are performed by you; and

h.     you accept responsibility for determining and paying any taxes which apply to you (your Transaction history is available to you via your Account).

You must:

a.     only use our Services where you have independently (or with the assistance of an independent advisor) determined that they are suitable for your requirements;

b.     provide us with any information we may request from time to time in connection with our Services or complying with our compliance obligations;

c.     ensure that any information you provide to us is true, accurate, up to date and complete, and you will inform us immediately if there is a change concerning any information you provide to us;

d.     ensure that you keep any sensitive information (including as regards any password and other security information) safe, secure and confidential;

e.     if you are an individual, not use any Account other than for your own account, nor may you access the Account of any other Member at any time or assist others in obtaining unauthorized access to any Account;

f.      if you are a corporate, not allow any Authorised Person to use any Account other than your Account in their capacity as an Authorised Person acting on your behalf, nor may you allow any Authorised Person to assist others in obtaining unauthorized access to any Account;

g.     keep your login and security details confidential, safe and secure;

h.     notify us immediately of any unauthorised use of your Account or password, or any other breach of security, by email to ; and

i.      immediately inform us in the event that you are not or for any reason cease to be eligible for our Services.

All Authorised Persons may only enjoy any rights granted under these Terms solely to the extent they do so in their capacity as your agent, 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 these Terms, and any reference in these Terms to an obligation applying to you includes an obligation on you to ensure that all Authorised Persons comply with such obligation.

6.            Opening and accessing your Account

Before you can open and use your Account, you will need to give us any information and documentation we request to verify your identity and to ensure we comply with our legal and regulatory obligations.

If you are a corporate, you must, before receiving our Services, provide us with the relevant information regarding your Authorised Persons and the level of access they are to be provided with in relation to your Account and our Services, as well as confirmation regarding who may add or remove persons to / from the list of Authorised Persons. You may add additional persons as Authorised Persons from time to time, and, until you do so, we shall have no obligation to accept or otherwise act upon or respond to any Instruction and / or communication made by any such person. We will, however, be entitled to act on the Instructions of a person should we believe in good faith that such person is intended to be an Authorised Person and we have received appropriate confirmation to this effect.

7.            Adding Currency and Digital Assets to your Account

Currency

You may pay Currency into your Account via wire transfer and if you are an individual, you can also make payments into your Account using another Valid Payment Method, the availability of which may depend on your device and your place or residence. Please note that we do not accept payments from third-party bank accounts, and so the name on any linked bank account must match the name verified on your Account. If a transfer is received from a third-party bank account, we will reject the payment.

Where we receive a payment from you, we aim to make your funds available for trading on your Account as soon as they are settled with us. Settlement times are however subject to bank holidays, the processes of our partner banks and your bank, as well as potential technical issues.

When you make a Card Purchase, your card data is automatically stored by our card payment service provider via a tokenization process. This means that your PAN-card number is substituted with a token, designed to keep your data safe and secure from unauthorised access by third-parties. You can only register a credit or debit card held in your name. Such stored payment information may be used as your default payment method for further Card Purchases on our Site or mobile app. At any time, you can delete your card information or enter new card information. If your card has expired, the payment information relating to that particular card will not be stored anymore by our payment service provider and you will be prompted to indicate your new card information the next time you want to proceed with a Card Purchase. You are responsible for ensuring your card information is kept up-to-date and accurate. You consent to Qovex updating such stored information from time to time based on information provided by you, your bank or other payments services providers. You will only provide information about payment methods that you are authorized to use. If you have any questions on how to make a Card Purchase, see our FAQ page.

Digital Assets

You can deposit Digital Assets from an external wallet into your Account by sending them to your crypto deposit address, the details of which are available on the Crypto Deposits page in your Account. You are entirely responsible for ensuring that the details you use to deposit Digital Assets are correct, including as regards ensuring that the correct deposit address and protocol is used and correct cryptoasset is sent, and we do not accept any responsibility in relation to such. There may be a delay between you sending us Digital Assets and you receiving them whilst we perform checks on the proposed deposit. We may reject a deposit of Digital Assets for legal, regulatory and risk management reasons, or for another valid reason. We are not responsible for any loss as a consequence of any delay in processing or reject of any proposed deposit.

In the event of a loss of Digital Assets you may request for us to help with your Digital Asset recovery, on which see clause 12.

8.            How we hold your Currency

We use different Banking Providers from time to time and depending on which Currency you hold. You accept that Currency you send us may be moved between Banking Providers, and may be distributed by us across several different Banking Providers. We generally seek to use multiple different Banking Providers in order to achieve risk diversification and reduce the potential exposure to the insolvency of any single Banking Provider.

By entering into these Terms, you hereby acknowledge and agree that your Currency will be held on a pooled and commingled basis with our Banking Providers. For the avoidance of doubt, you will have no rights to or interest in any Banking Provider account that we hold on behalf of our Members which holds funds in a Currency other than the Currency that you hold with us.

We will use commercially reasonable endeavours to hold your Currency in trust(s) we set up. However, you accept that there is a risk that our Banking Providers may fail to either recognise or maintain the trust we set-up, and we are not responsible for any loss as a consequence of this. Please see the Trust Appendix for further details on the trust(s) in which you are agreeing to participate by entering into these Terms.

Please note that Currency held in your Account does not earn interest.

Banking Provider insolvency

In the event of the insolvency of a Banking Provider you may, depending on the circumstances, be entitled to compensation, for example from a relevant deposit guarantee scheme or similar compensation scheme. Where we determine that it is possible and feasible to do so, we may be able to assist you in bringing a claim for compensation or claim it on behalf of our Members and split it between them pro-rata between our affected Members. Your entitlement under the trust arrangements is to a pro rata share in the rights to the Currency that we hold for our Members in the relevant currency at a particular Banking Provider or Banking Providers. In this respect, affected Members are those who hold Currency in the same denomination as that held with the relevant Banking Provider, so for example if USD is lost then all Members who hold USD will lose a pro-rata share of their USD. You should note that some Banking Providers may not be covered by guarantee or compensation schemes, or there may be circumstances which prevent a claim, and you accept this risk. 

When determining any pro-rata shortfall, our records shall be considered definitive. We are not liable to you in respect of any loss that you suffer as a result of any Banking Provider going insolvent or otherwise not being able to pay back Currency to you.

Our insolvency

We arrange for Banking Providers to hold your Currency separate from our own funds on a segregated basis. Where possible, we arrange to hold your Currency in a client account of similar trust arrangement, and a copy of the terms of your trust is set out at Schedule 1. Whilst the intention of the trust arrangement is that your Currency should be protected and returned to you in the event of our insolvency, there is a risk that a jurisdiction does not recognise it resulting in loss to you, or that certain fees of an administrator are deducted from your Currency.

9.            How we hold your Digital Assets

Whilst we act as custodian of your Digital Assets, you agree that we may appoint sub-custodians to assist us withing hold your Digital Assets, a list of which is available here. In accepting these Terms, you authorise us to access and transfer your Digital Assets held with third-party sub-custodian(s) in accordance with your Instructions and as reasonably necessary for the provision of our Services, and permit us to withdraw Digital Assets to our own account as payment of our properly incurred fees.

You accept that:

a.     your Digital Assets will be held on your behalf in a wallet in the name of Qovex together with other Members’ Digital Assets, and also may from time to time be held in the wallet together with Qovex Digital Assets (for example where they reflect fees payable to us);

b.     in the event of a third-party sub-custodian becoming insolvent, you may have only an unsecured claim against the third-party sub-custodian;

c.     in the event of a shortfall you may incur loss (shared pro-rata with other affected Members as determined by us); and

d.     we may, at our sole discretion, convert your Digital Assets to Currency in order to comply with enforcement-agency orders or regulatory actions, if required.

Where we hold on your behalf any rights to or interests in or in relation to your Digital Assets, we will hold these on trust for you so that you remain the ultimate beneficial owner of those rights and interests. By agreeing to these Terms, you are agreeing to our holding these on trust for you. We will hold any such rights or interests for you separately from our own assets, with the aim of ensuring that they are protected in the event of our insolvency. Further details on the trust arrangement are set out in the Trust Appendix.

10.       Withdrawals

You may make withdrawals in either Currency or Digital Assets.

Withdrawal of Currency

You may only make Currency withdrawals to a bank or payment account in your own name. You may make a Currency withdrawal from your Account (i) when you deposit Currency on your Account, as soon as the Currency is received and settled on your Account, and (ii) when the Currency originates from a Transaction, when immediately after the relevant Transaction has executed and settled.

Withdrawal of Digital Assets

You may make withdrawals of your Digital Assets to an external wallet address. You may make a withdrawal of your Digital Assets from your Account and where a withdrawal includes (i) Digital Assets deposited on your Account from external wallet address, the withdrawal is possible after they are settled into your Account; (ii) Digital Assets purchased using the balance from your Account, the withdrawal is possible after the Transaction is executed and settled, and (ii) Digital Assets purchased using Instant Purchase, the withdrawal is possible after the relevant fraud mitigation measures have been completed, which may take up to fourteen (14) days from the initiation of Instant Purchase (and a request for withdrawal made before the expiry of this period shall be processed at the end of the period).

You are entirely responsible for ensuring that the details you use to withdraw Digital Assets are correct, including as regards ensuring that the correct deposit address and protocol is used and correct cryptoasset is sent, and we do not accept any responsibility in relation to such. There may be a delay when you withdraw Digital Assets whilst we perform checks on the proposed withdrawal. We may reject a withdrawal of Digital Assets for legal, regulatory and risk management reasons, or for another valid reason. We are not responsible for any loss as a consequence of any delay in processing or reject of any proposed withdrawal.

In the event of a loss of Digital Assets you may request for us to help with your Digital Asset recovery, on which see clause 12.

11.       Making Transactions

In order to make a Transaction you will need to comply with the minimum order size requirement, as set out in our Fee Schedule.

We reserve the right not to proceed with any order and/or Transaction:

a.     which would be in breach of these Terms;

b.     in times of severe market volatility;

c.     where there are technical issues which mean that we are unable to complete the relevant Transaction;

d.     where there is a manifest error in the price of a Digital Asset as shown by us (in which case we will give you the ability as soon as commercially practicable to acquire Digital Asset at the correct price). A manifest error is where the purported price of a Digital Asset is so clearly different to that reported by exchanges generally that it is clearly inaccurate, for example because of a computer error; and / or

e.     where we believe that the order, either by itself or in connection with a series of orders you make (in your own capacity or colluding with other Members), would result in a price swing of 5% or more of the value of a Digital Asset.

Recurring Buy and Recurring Sell

If you are an individual, you can set up recurring buys or sells to periodically buy or sell Digital Assets, in the amounts and at the frequency that you choose, either by performing an instant Purchase Transaction using your Account balance or a Valid Payment Method as made available by Qovex for recurring buy transactions (“Recurring Buy”); or by selling Digital Assets using your Account balance (“Recurring Sell”). You can manage your Recurring Buy and Recurring Sell in your Account, under Account Settings, “Recurring Buy/Sell” section. 

When setting up a Recurring Buy or Recurring Sell, you will be asked to:

• For Recurring Buy: choose the Currency and amount that will be used for payment, specify the Digital Assets you wish to buy, select the payment method, and indicate the frequency (daily, weekly, every other week, or monthly), which includes specifying the particular day of the week or month when the Recurring Buy shall occur;

• For Recurring Sell: choose the Digital Assets and/or amount that you wish to sell, specify the Currency and/or amount for which the Digital Assets will be sold, and indicate the frequency (daily, weekly, every other week, or monthly), which includes specifying the particular day of the week or month when the Recurring Sell shall occur.

By clicking “Confirm Recurring Buy” or “Confirm Recurring Sell”, you will confirm your Recurring Buy or Sell setup as you defined it, confirm the initial transaction’s price quote and initiate the execution of the first transaction, and you will authorize Qovex to initiate and execute your next recurring transactions on your behalf, against your designated Valid Payment Method or Account balance, in the amounts and at the frequency you indicated in your Recurring Buy or Recurring Sell setup.

The price quote shown in the user interface at the time of setting up the Recurring Buy or Recurring Sell will be valid for the initial transaction only, and not for your future recurring transactions. Due to the inherent price fluctuations of Digital Assets, the quoted price for your future recurring transactions shall be determined at the time of each respective transaction, it will not be displayed at the time of setting up the Recurring Buy or Recurring Sell and will differ from the quote provided for your initial transaction. The timing of your subsequent recurring transactions will generally align with the time when you set up your Recurring Buy or Recurring Sell. If, at the scheduled time, a transaction cannot be executed, Qovex will make a subsequent attempt to execute the transaction within 24 hours. If the transaction remains non-executable after this attempt, it will be rejected, and you will be promptly notified of the outcome via email. In the event of asset delisting, Qovex reserves the right to cancel the Recurring Buy or Recurring Sell setup and you will be notified of such event via email.

Your first transaction will occur immediately upon confirming your request, and your next recurring transactions will occur at the frequency you selected during your Recurring Buy or Recurring Sell setup. If you specified a day of the week or month for the Recurring Buy or Recurring Sell to occur after the initial set up date, the first scheduled transaction will be skipped, as the first transaction is considered fulfilled upon your confirmation of the Recurring Buy or Recurring Sell setup. For example, if you set up Recurring Payments on 1st January with a scheduled occurrence on the 10th of each month, your first transaction will occur on 1st January, and the subsequent one will occur on 10th February. If you specified the Recurring Buy or Recurring Sell to occur on the 29th, 30th or 31st of a month, the recurring transaction will occur on the actual last day of the month, as applicable. 

It is your responsibility to ensure that sufficient funds are available to cover your recurring transactions, and that the payment details are accurate and up-to-date at all times. If Qovex is not able to collect the required funds to complete a recurring transaction, including instances of failed Card Purchases, that recurring transaction will not be processed, and Qovex reserves the right to cancel your Recurring Buy or Recurring Sell setup should this occur for consecutive recurring periods. You will be notified of the unsuccessful transaction and/or the cancellation of the Recurring Buy or Recurring Sell setup via email. You should regularly review the status of your Recurring Buy and Recurring Sell in your Account. Qovex has no responsibility regarding the information submitted by you in your Recurring Buy and Recurring Sell setup.

You may cancel your active Recurring Buy and Recurring Sell setup in your Account, under Account Settings, “Recurring Buy/Sell” section, at any time with no charge, penalty or fee. If you cancel a Recurring Buy or Recurring Sell setup during the transaction execution time, the transaction scheduled for that time interval will be executed, and the cancellation will be effective for the subsequent scheduled transactions. Qovex reserves the right to suspend or cancel your individual recurring transactions and/or Recurring Buy or Recurring Sell setup at any time without notice and Qovex has no obligation to allow you to reinstate a buy or sell order at the same price or on the same terms as the unsuccessful transaction.

Prohibition on insider dealing and market abuse

You must not engage in any form of market abuse (including insider dealing or market manipulation) or similar behaviour in relation to Digital Assets. The following behaviours are examples of prohibited behaviour:

a.     buying or selling Digital Assets or procuring another party to buy or sell Digital Assets based on inside information;

b.     a sale or purchase of Digital Assets where there is no change in beneficial interest or market risk, or where the transfer of beneficial interest or market risk is only between parties acting in concert or collusion, other than for legitimate reasons (and attempts to self-trade (wash trade) will result in both orders being cancelled rather than matched);

c.     entering a series of orders for the purpose of giving the misleading impression of activity or price movement;

d.     entering orders at prices which are higher than the previous bid or lower than the previous offer, and withdrawing them before they are executed, in order to give a misleading impression that there is demand for or supply of Digital Assets at that price; or

e.     taking any other action deigned to, or that might reasonably be expected to, directly or indirectly result in destabilization or manipulation of the price of any Digital Asset.

Breach of the prohibition on market abuse, in addition to constituting a breach of these Terms, may result in greater scrutiny of your activities, cancellation of your Transactions, and / or us making disclosures in relation to your activities to competent authorities.

12.       Digital Asset recovery

You must take care in relation to any Instructions you make to us in respect of any dealing in Digital Assets, as well as in relation to avoiding any error or omission when sending Digital Assets to us, as we are not responsible for any loss as a result of any mistake or error you make in respect of such. This includes the fact that you, and not we, are responsible for any loss as a result of an error in the transmission of a Digital Asset, for example the use of the incorrect protocol for sending the Digital Asset.

However, we may, at our sole discretion, assist you in investigating and recovering lost Digital Assets, if you request for us to do so within 30 days of the relevant transaction. Any requests for assistance must be sent to .

After receiving your request, we will make a preliminary assessment regarding whether to provide assistance. We do not have any obligation to provide you with any assistance, and in any event we shall not provide assistance in respect of Transactions with the value below 100.00 USD.

We charge an investigation fee for our assistance, as set out in our Fee Schedule. The fee will be charged and shall be paid by the relevant Member in the Digital Assets which are subject to the Transaction recovery.

We do not in any way guarantee any success in recovering any Digital Assets as a result of our assistance, nor do we in any way guarantee that any assistance shall be provided within any particular time frame. We do not accept any responsibility for any delay in the assistance we provide or any failure to retrieve any Digital Assets.

13.       Information services

We want you to be informed about the latest developments and news related to the digital-assets industry and cryptocurrencies in general. Therefore, we may from time to time provide you with Digital Assets related industry news, insight, research and/or reports in written, audio or video format. Such information is not intended to constitute any form of investment advice, and we do not accept any responsibility for it being incomplete, inaccurate or out of date, or for any reliance you place on it. You are responsible for conducting your own research and due diligence before using our Services and for any decisions you make.

Such communication can be provided to you within the Site or app, or by sending emails or push notifications. You can always unsubscribe from this service by clicking an unsubscribe link at the bottom of communications we send to you.

14.       Our Site

Site availability

We do not guarantee that access to our Site, or the content on it, will always be available or uninterrupted.  We will not be liable to you for any loss arising out of or in connection with the availability of (or your inability to use) our Site.

Site content

We cannot and do not represent, undertake or guarantee that all content on our Site is accurate, complete, up to date or otherwise will be free from any errors or omissions. We reserve the right at our sole discretion to change our Site and any content on it, including by adding or removing content or functionality, at any time and without notice.

The content on our Site is generally provided for information purposes only and is not intended to be advice on which you should rely. We will not be liable to you for any loss arising out of or in connection with your use of or reliance upon any content on our Site.

API Keys and Qovex Connect

You may generate API keys that provide you access to Qovex Services through third party applications. This means that you can view and see your personal data and transactions and perform trades through such third-party applications. The scope of access you permit by such API key is defined by you when you create API Key (/settings/access-control/api/).

In addition, Qovex provides possibility to third parties (integrators) to connect their applications through API Keys (“Qovex Connect”). In the event you are the user of both Qovex and integrator, you may connect your accounts and set the permission level you wish for the purposes of such integration. When we receive a request from the integrator to connect your account using Qovex Connect, we will also require your consent on Qovex platform before the connection will be established. In the event you didn’t request the integration, report it immediately to Qovex.

By using API Keys or Qovex Connect you acknowledge, Qovex is not responsible for any activity that occurs under any of API key generated by you or by using Qovex Connect functionalities, including but not limited to unauthorized access to or use of your account, data breaches and/or loss of funds and Qovex will not be liable for any losses or damages (direct or indirect, accidental, special or consequential damages) resulting from use or instructions submitted through API Keys or Qovex Connect. It is your sole responsibility for any losses caused as a result of, or in connection with, but not limited to, any trading activity initiated through API keys or Qovex Connect.

In the event you lose the API key or suspect any misuse of API Keys or Qovex connect, report it immediately to Qovex. Qovex may suspend any API keys or Qovex Connect integration, without prior notice, if Qovex has a reason to believe compromised security.

Links from our Site

Where our Site contains links to other sites and resources provided by third-parties, these links are provided for your information only (including where such links are to service providers we use). We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them and you shall select and use any such links entirely at your own risk. You are responsible for complying with any requirements of any sites you link to via our Site. We reserve the right to delay or remove any third-party links at our sole discretion to the extent this does not materially impact our performance of our Services under these Terms.

Linking to our Site

You may link to our Site provided that you do not:

a.     in any way suggest that we are endorsing any of your products or services;

b.     misrepresent our relationship with you nor present any other false information about us;

c.     display or use a link to our Site in a manner that causes our Site or any portion of its contents to display within a frame;

d.     embed into your website, or link directly to without proper credit and context, any asset, file or resource (for example an image or PDF document) contained in our Site, unless you have our express permission to do so; and / or

e.     link to our Site if your website (or any part of it) may be considered to be obscene, defamatory, harassing, offensive or malicious, or if your website infringes any third-party rights or otherwise does not comply with all Applicable Laws or regulations.

We may, at our sole discretion, for any or no reason, terminate your right to link to our Site by providing you with written notice. Upon receiving any such written notice you shall immediately remove any such link to our Site.

Viruses and hacking

You must not misuse our Site by introducing any Virus. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attempt to cyber attack our Site.

We make no warranty that our Site or the equipment that makes it available shall be free from any Virus or anything else which may cause harm to your (or anyone else’s) computing equipment. As such, we will not be liable for any loss or damage caused by any Virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Site or to your downloading or accessing of any material posted on it, or on any website linked to it.

15.       Our fees

The fees we charge you for our Services are as set out in our Fee Schedule.

Please note that there may be fees and costs which may not be charged by us, for example those charged by Banking Providers, and you accept responsibility for paying these.

We may set off any amount owed by us to you for any reason whatsoever from time to time against any sum which you owe to us, and payment of the net amount shall discharge both sums due.

Subject to Applicable Law and regulations, we reserve the right at our discretion to offer negotiated fee schedules, discounts, or other incentives to certain Members which may not be available to all Members.

16.       Fraud and scams

You need to be aware that you could be targeted by fraudsters and scammers and we strongly recommend that you read our FAQ page and Blog post which give information regarding common fraudulent practices and tips for recognizing and avoiding scams.

In using our Services, you acknowledge that:

1. we are not responsible for any loss or damage suffered by you, due to any illicit or fraudulent activity of third-parties;

2. we operate giveaways, official promotions and referral programs only through Qovex-owned channels, e.g. the Site;

3. we will only communicate with you through the @bitstamp.net or @team.bitstamp.net addresses;

4. we will never call you unexpectedly and without prior notice;

5. we will never ask you to disclose any of your sensitive authentication credentials, and will never demand remote access to your device;

6. your Account credentials should be solely used by you, and you shall not disclose your login credentials to any third person or entity (other than an Authorised Person solely acting in the capacity as Authorised Person acting on your behalf);

7. you are responsible for ensuring that the email and phone number which you used for registering your Account will be exclusively operated and kept in private by you; and

8. you are responsible for always setting 2-factor authentication on your device(s) linked to your Account, and for ensuring that they are solely possessed and accessed by you.

17.       Liability

Nothing in this clause 17 or any other part of these Terms limits any liability which cannot legally be limited, including liability for death or personal injury caused by negligence, and for fraud or fraudulent misrepresentation.

Our liability

We shall be responsible to you only for loss that you suffer as a result of our gross negligence or wilful deceit or fraud in performing our obligations under these Terms, and in any event we shall not be liable for any loss to the extent that such loss arises as a consequence of:

a.     your breach of these Terms and / or Applicable Law;

b.     a risk which you have accepted (including those set out in our Risk Warning) materialising, or for which we have otherwise explicitly excluded responsibility;

c.     you using our Services in relation to any cryptoasset we do not support;

d.     you giving us any incorrect, incomplete or out of date information (including in relation to any third party wallet you transfer Digital Assets to or from);

e.     any inability to access or use our Services and / or Site;

f.      a fluctuation of the value of Digital Assets;

g.     any action or inaction we take in order to comply with, or prevent a breach of, any Applicable Law;

h.     us exercising any of our rights under these Terms, including any right to suspend or terminate provision of the Services or Site or to block any transaction;

i.      any issue in relation to any sub-custodian or Banking Provider we use;

j.      unforeseeable events and / or events outside of our reasonable control; and / or

k.     anything else which we say we are not responsible for.

We are not liable for indirect, consequential or special loss.

Also, if you are a business, our aggregate liability for claims based on events arising out of or in connection with your use of the Site and/or our Services, of whatever nature, shall in no circumstances exceed the fees paid by you to us during the 12 months immediately preceding the date on which the loss is caused. 

Your liability

You are liable to indemnify us in full for:

a.     your breach of any Applicable Law or these Terms;

b.     your misuse of our Services or the Site;

c.     your breach of the rights of any third-party to these Terms;

d.     any regulatory inquiry, legal action, litigation, dispute or investigation that relates to you; and

e.     any fees, taxes or costs not imposed by or via us, which we pay on your behalf.

Any act or omission of any Authorised Person shall be deemed your act or omission directly, and as such you are liable for any act or omission of any Authorised Person as if done by you directly.

18.   Communications

Communications between you and us shall be in English only. Should we receive a communication which purports to be from you (for example it is initiated from your Account or using your password), we are entitled, but not obliged, to rely on and conclusively presume that such communication or Instruction has been given by you.

You may communicate with us by email to or via your Account.  Unencrypted email messages are not secure, and we are not responsible for any loss incurred by you sending email messages in this way. We suggest sending email in encrypted formats; you are welcome to send PGP encrypted emails to us. The Instructions and keys to do so are available from us upon request.

If you send unencrypted or unsecured email or other types of communications to us, we may respond using the same channels, and you hereby accept the risks associated with this form of communication, including as regards impersonation, interception and the fact that it may carry a Virus.

If you are a corporate, we are entitled to rely upon any Instruction received from, or reasonably believed by us to be from, any Authorised Person(s), whether or not they have actual authority to give Instructions. Any communication by us to any Authorised Person shall be deemed a communication to you. In the event that someone is no longer an Authorised Person, we must be informed immediately. 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.

19.       Cancellation and refunds

Instructions deemed made by you are irrevocable and all sales and purchases of Digital Assets done with any payment method are considered as final. We do not provide any cancellation or refund rights for any transaction in Digital Assets, except and solely as may be required by Applicable Law. We note that the price of Digital Assets is dependent on fluctuations in the market which cannot be controlled by us.

In the event the exchange of Currency to Digital Assets is not processed because of any technical issues or high price volatility, Qovex will credit the unexchanged Currency back or Digital Assets back to the relevant Member’s Account.

20.       Intellectual property rights

We are the owner or the licensee of all copyright and intellectual property rights (of whatever nature) that exist in connection with our Services and Site (including any content provided in connection with them) (all together, the “Materials”). You have the right to use any of these Materials only for the purpose of using our Services. Any other use is expressly prohibited.

We and / or our licensors own and retain all intellectual property rights associated with the Materials. We grant you a limited, personal, non-exclusive, non-commercial, royalty-free, revocable, non-sub-licensable and non-transferable licence, subject to these Terms, to access and use the Materials solely for the purpose as permitted by us of receiving our Services. Any other use is expressly prohibited. This includes the fact that:

a.     we expressly reserve all rights in and to the Materials and all content, materials, information and data related to the same. You agree that we do not grant you any rights in or licenses to any Materials except for the limited licence set out above;

b.     except to the extent expressly permitted under these Terms, you agree that you shall not (either solely or jointly with or on behalf of any other third-party) modify, reverse engineer, reverse compile, disassemble, copy, frame, mirror, scrape, rent, lease, licence, loan, republish, display, sell, rent, distribute, transfer, assign, disclose or create derivative works based on the Materials, in whole or in part;

c.     you agree that you shall not exploit any intellectual property in relation to the Materials for a commercial purpose; and / or

d.     you agree that you shall not attempt to obtain, or assist third-parties in obtaining, access to Materials other than as permitted by these Terms.

All logos related to us and the Materials are marks of Qovex or our licensors. You may not copy, imitate, or use our trading names or logos without our prior written consent. All rights, title and interests in and to the Materials, any content thereon or therein and all technology and any content created or derived from any of the foregoing, is the exclusive property of us and our licensors.

21.       Suspension and termination

You may terminate your agreement with us under these Terms and close your Account at any time by informing us here. We may terminate your agreement with us under these Terms for convenience and/or close your Account by giving you at least 5 Business Days’ written notice.

We may also terminate your agreement with us under these Terms and/or close your Account by written notice to you, such termination to take effect immediately if:

a.     you are in breach of, or you facilitate a breach of, these Terms and/or Applicable Law and either (i) that breach is incapable of remedy (ii) or you have failed to remedy the breach within 10 Business Days of being required to do so; 

b.     (if you are a body corporate) you are unable to pay your debts as they fall due or a petition for winding up is presented or you shall go into liquidation (save for the purpose of solvent amalgamation or reorganisation), or you enter into an arrangement with your creditors generally, or an administrator, an examiner or any equivalent is appointed over your assets, or you have a receiver appointed over all or any part of your assets, or you suffer any execution over such assets; or

c.     (if you are an individual) you are unable to pay your debts as they fall due, or you are declared bankrupt, or a creditor issues a bankruptcy petition against you, or you enter into an arrangement with your creditors generally, or a trustee in bankruptcy is appointed.

We may limit, suspend or terminate all or part of the provision of our Services and / or Site together with your Account with immediate effect where:

a.     this is reasonably necessary to update or maintain software we use, to deal with operational issues including fraud mitigation, forks and airdrops, or to conduct repairs or administrative reviews from time to time;

b.     if there is suspicious activity, or we are otherwise of the opinion that we are required to do so by Applicable Law, any court and / or by any other authority to which we and / or you are subject in any jurisdiction;

c.     we request information from you, and you do not provide it to us within 6 months of the request;

d.     you do not complete the Account verification procedure despite our good faith efforts to contact you to do so;

e.     we reasonably believe that any material information provided by you is materially incomplete, inaccurate, out of date or misleading;

f.      we reasonably believe that our Services or Site are being used in a fraudulent or unauthorised way, or that there is a security issue or infringement of our intellectual property rights;

g.     we reasonably believe that our Services or Site are being used to perform or facilitate illegal activities such as money laundering, illegal gambling operations, financing terrorism, or other criminal activities;

h.     your use of our Services or Site is subject to any (pending) litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your use of our Services or Site;

i.      an event occurs which is outside our reasonable knowledge or control which impacts our Services or Site and makes it impossible or impracticable for us to provide our Services or Site; and / or

j.      if you fail to pay any fees or make payment due from time to time in connection with these Terms.

Any suspension will not affect our ability to terminate your agreement with us under these Terms. We are not liable for any loss whatsoever as a result of exercising our termination or suspension rights.

22.       Effect of suspension or termination

On suspension or termination:

a.     we reserve the right to settle any pending Transactions; and

b.     all rights, obligations and liabilities already incurred by the parties prior to the date of suspension / Termination Date shall not be affected.

If your Account has been suspended or frozen, and we subsequently decide to close your account, we may not be able to close your Account until we have completed our enquiries. In some cases, this process can take several weeks to complete.

Following account termination, unless restricted from doing so for regulatory reasons, we remit any balances in your account to your bank account. You are required to send details of a valid bank account to allow for the transfer of any currencies credited to your Account. This bank account must be held by you. To enable us to do so, we will perform a conversion of your Digital Assets into Currency at any time, and we shall not be responsible for the changes in price or the fluctuations in the value of any Digital Assets that may occur before or after the time when conversion takes place.

We also reserve the right, but not the obligation, to remit any Digital Assets to an external wallet held by you. Where we have agreed to transfer any Digital Assets to an external wallet held by you, you are required to send us an external wallet address held by you.

We reserve the right to validate the ownership of your bank account and/or an external wallet address held by you. We do not provide any assurances as to when the repayment or transfer will be completed.

If you do not provide us with the information we require to return your Currency or Digital Assets to you, they will continued to be held by us, and we shall deduct our reasonable costs incurred in holding them for you, or we may charge a fee (on which please see the Fee Schedule).

Notwithstanding the above, the Fee Schedule sets out the relevant minimum balance we require in order to return Currency balances to you when your Account is closed.

Termination of your agreement with us under these Terms shall not affect the continued operation or enforcement of any provision of these Terms which reflects an intention of the parties that it should survive termination.

23.       Data and Confidentiality

We shall collect and process your personal information in accordance with applicable data protection laws and our Privacy Policy. We recommend that you read our Privacy Policy carefully, so that you know the data that we collect, how we use the data and who we share your data with.

Each party agrees to keep Confidential Information received from the other party confidential and use it solely in connection with the performance of its obligations under these Terms. This obligation shall not apply to the extent that the relevant Confidential Information held by a party is:

a.     lawfully obtained after the date you agree to these Terms otherwise than directly or indirectly from the other party to these Terms and, is to the knowledge of the obtaining party, free of any duty of confidentiality;

b.     in that party's possession or in the public domain other than as a result of a breach of this clause 23;

c.     required to be disclosed by that party pursuant to a statutory or regulatory obligation or court order (provided it gives the other party prior written notice of the intention or obligation to make the disclosure, to the extent permitted by Applicable Law, and is disclosed only for that purpose);

d.     disclosed to that party's or that party's group's employees, agents, sub-contractors, professional advisors or auditors under terms of confidentiality and for reasonable purposes related to the performance of these Terms;

e.     disclosed with the other party's prior written consent; and / or

f.      (in the case of Confidential Information held by us only) disclosed to a third party service provider, where such disclosure is required or desirable in order for us to fulfil our regulatory or contractual obligations in relation to these Terms and the relevant third party is subject to obligations of confidentiality.

The confidentiality obligations set out in this clause 23 shall apply until a period of 1 year after the Termination Date.

24.       Changes to these Terms

We may make changes to these Terms from time to time in relation to Services which have not yet been provided under these Terms.

We may also make changes from time to time:

a.     to reflect changes to Applicable Law;

b.     to reflect changes required by any court, regulatory or tax authority or industry guidance or codes of practice;

c.     to reflect changes to our systems and controls;

d.     to reflect changes to our arrangements with any third-party provider or any replacement or discontinuing of any relationship with any third-party provider;

e.     to reflect changes to the costs in us providing our Services to you, and to reflect other relevant costs outside our control, as well as in relation to future Services we have not yet provided to you;

f.      if it becomes impossible or impractical, in our reasonable opinion, to carry out any aspect of these Terms as a result of circumstances beyond our reasonable control;

g.     to reflect changes to the range of Services we make available to Members generally;

h.     to make these Terms easier to understand;

i.      where the changes are to your benefit or not detrimental to you; or

j.      for any other valid reason.

We will give you reasonable notice of any changes to these Terms, or we may make changes with immediate effect where they are in your favour, are required by Applicable Law, or relate to the addition of new services.

We will notify you of any changes via email, via notification in your Account or using any such method as we agree with you at our sole discretion. You will be treated as accepting any change that we make to these Terms unless you tell us that you do not agree to the change, in which case you must notify us. We may treat such notification as termination of these Terms, to take effect from the date that the change would otherwise come into effect.

You may not change any aspect of these Terms without our prior express written approval.

25.       Forks and airdrops

In using our Services there is a risk that forks and / or airdrops will have a potential adverse effect on the value and operation of Digital Assets you participate in, and we are not responsible for this.

We will assess at our sole discretion whether we support a fork or airdrop, however we are under no obligation to support any fork, airdrop or similar.

We will use reasonable endeavours to provide you with notice of forks and airdrops we accept by publishing such notice on our Site.

If there is a fork or airdrop we do not support (unless this is unavoidable or impractical):

a.    we will generally not acquire any right, title or interest in the unsupported forked or airdropped cryptoasset, except we may do so if, for example, a sub-custodian supports a fork or airdrop which we determine as a business that we should not support (for example because of concerns over viability or regulatory and risk appetite considerations); and

b.     we do not have any obligation to give effect to any Instructions given in respect of unsupported forked or airdropped cryptoasset, and we will have no liability to you in respect of such.

It is your responsibility to make yourself aware of, and consider how to deal with, (potential) upcoming forks or airdrops.

26.       Novation

In the event that to take over all or some of our rights and obligations under these Terms (the “New Entity”), we may transfer by way of novation all or some of our rights and obligations under these Terms to the New Entity and you consent to such novation. As soon as reasonably practicable following such novation, we shall notify you in writing of the effective date of such novation. From such effective date, all references in these Terms to “Qovex”, “we”, “us” or “our” shall be deemed to be references to the New Entity.

27.       Conflicts of interest

We maintain and operate effective organisational and administrative arrangements with a view to taking all reasonable steps to prevent conflicts of interest. However, where these are not sufficient to ensure, with reasonable confidence, that risks of damage to the interests of Members will be prevented, we shall, as a measure of last resort, disclose to the relevant Members the relevant conflicts and the steps taken to mitigate against them.

28.       Assignment and delegation

You may not assign, transfer, charge or create third-party interests over any of your rights or responsibilities in relation to these Terms, nor may you agree to do any of the same, without our prior written consent (such consent may be withheld at our sole discretion).

We may delegate the provision of any aspects of the Services, so long as we take due skill and care in selecting and overseeing our delegee.

29.       Entire agreement

These Terms constitute the entire agreement between you and us and supersede any prior agreement or arrangement in respect of its subject matter and: (i) neither party has entered into an agreement under these Terms in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out in these Terms; (ii) the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into an agreement under these Terms and which is expressly set out in these Terms will be for breach of contract; and (iii) except as set out in these Terms, 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 the Services 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 or damage of any kind incurred as a result of you or anyone else relying on such information.

30.       Governing law

These Terms, their subject matter and formation, and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales, subject to any mandatory provisions of the Applicable Law of your place of residence. The courts of England and Wales have exclusive jurisdiction to determine any dispute arising out of or in connection with these Terms, including in relation to any non-contractual obligations. Notwithstanding this fact, if you are a consumer living in Scotland you may bring legal proceedings in either the Scottish or English courts, and if you are a consumer living in Northern Ireland you may bring legal proceedings in either the Northern Irish or the English courts.

31.       Miscellaneous

Illegality and severability

Each of the provisions of these Terms are separate, severable and enforceable. If any provision of these Terms is found by any court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these Terms and this will not affect the remainder of these Terms which will continue in full force and effect.

Waiver

No waiver of any part of these Terms shall be effective unless in writing. No failure or delay by a party to exercise any right, power or remedy under these Terms shall operate as a waiver or variation 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.

Third parties

Subject to clause 26 as well as the fact that the parties intend that Authorised Persons shall have the right to send us Instructions solely in accordance and to the extent permitted by these Terms, the parties do not intend that any provision of these Terms shall be enforceable by any person not a party to them.

Partnership

Nothing in these Terms is intended to or shall operate to create a partnership between the parties, nor authorise either party to act as agent for the other, and neither party 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).

Schedule 1: Trust Appendix

Currency trust

We hereby declare a trust (each a "Currency Trust" and collectively, the "Trusts") over all our rights and interest in and to the Currency balances we hold for you at Banking Providers and our related rights against the Banking Providers, as follows:

• the trust property of each Currency Trust shall consist of all of our rights and interest with respect to a particular fiat Currency that we hold on behalf of Members in our accounts at Banking Providers. By way of example, if USD Currency belonging to our Members is held in accounts at two different Banking Providers, our rights and interest with respect to the total amount of USD Currency held at the two Banking Providers shall constitute one single pool of trust property for the relevant USD Currency Trust. If GBP Currency belonging to our Members is held at three Banking Providers, our rights and interest with respect to the GBP Currency held at those three Banking Providers shall constitute one single pool of trust property for the relevant GBP Currency Trust;

• you will have an absolute beneficial entitlement to our rights against the Banking Providers with respect to your pro rata share of Currency in each applicable Currency Trust which corresponds to the amount of that Currency that we hold for you at the Banking Providers. By way of example, if we hold a total of GBP 1000 in the GBP Currency Trust, with GBP 100 held for you and GBP 900 for other Members, you shall be entitled to a pro rata share of our rights to one tenth of the property in the GBP Currency Trust which means that you are entitled to GBP 100;

• we shall hold our rights with respect to the Currency Accounts at the Banking Providers in which you have deposited funds as trustee for you and other Members for whom we hold the same Currency from time to time, as tenants in common in unequal shares, the amount of which may fluctuate from time to time;

• all of the trust property in each Currency Trust constitutes a single pool of trust assets. This means that, for example, if we hold GBP at Banking Providers A, B and C and Banking Provider A defaults or becomes insolvent and all of the Currency held with Banking Provider A is lost, all of the Members who participate in the GBP Currency Trust will have a pro rata share in the rights with respect to the reduced pool of trust property held at Banking Providers B and C.

By way of example, assume that the GBP Currency Trust contains a total of GBP 1000 of which GBP 100 has been deposited by you. If one of the Banking Providers with whom accounts are held for the GBP Currency Trust becomes insolvent, resulting in a loss of GBP 100 from the accounts relating to the GBP Currency Trust, the total amount of GBP remaining in the GBP Currency Trust is GBP 900. Your entitlement of one tenth of the remaining trust property will be equal to GBP 90. In respect of the GBP 10 that has been lost, you may - depending on the overall circumstances, including your personal circumstances and the specific Banking Provider - be able to claim under a deposit guarantee scheme or compensation scheme for the GBP 10 that has been lost.

By entering into the Terms, you hereby agree and acknowledge as follows:

• our internal ledgers, books and records which identify, at any time:

1. your entitlement to participate in the relevant Currency Trust,

2. the amount of funds held with respect to the relevant Currency Trust at each applicable Banking Provider, and

3. the amount of funds held at each Banking Provider that are deemed to be held for your benefit, based on your entitlement,

shall constitute a definitive record and shall be deemed to be accurate, complete and binding on you and us, except in the case of manifest error.

• the trust property of each different Currency Trust, to the fullest extent permitted by applicable laws, shall be treated as separate and distinct and shall not be pooled with the property of other Trusts, whether held at the same Banking Provider or otherwise. You acknowledge however that applicable law or determinations of courts or regulators may provide that such property of different Trusts may be pooled, notwithstanding your and our intention that this is not to be the case;

• the purpose of the Trusts is to facilitate the effective receipt, holding and dealing in Currency for the purposes of facilitating trading activity in Digital Assets under these Terms. You agree that you have no right to participate in any interest, other income, profits or other return arising from the holding or dealings in the Currency, in the Currency accounts held at the Bank Providers. You shall remain absolutely entitled to the rights that we hold reflecting your entitlement to the Currency in each Currency Trust in which you participate. Save where otherwise agreed under the Terms, we shall have no discretion in relation to dealing with the Currency, beyond selection of Banking Providers and determining the amounts of Currency to be deposited by you with specific Banking Providers.

You do not have the right to request or require that your Currency is held with any specific Banking Provider, as this would be inconsistent with the terms of the Trusts which treat each Currency Trust as a single pool.

Digital Asset trust

We also hereby declare a trust (the "Digital Assets Trust") over the following rights and interests that we hold or may hold on your behalf:

• all of our rights and interests that relate to your Digital Assets that we hold against or in respect of any sub-custodian(s);

• to the extent that we hold any legal, beneficial or other interest or rights in respect of your Digital Assets, those rights or interests;

save where otherwise agreed under the Terms.

By entering into the Terms, you acknowledge and agree that, depending on the nature and/or amount of the specific Digital Assets, and the manner in which such Digital Assets are held:

• the rights or interests that you, or any sub-custodian(s), or we hold may consist of rights to or interests in a proportional share in a pool of fungible intangible property consisting of Digital Assets of the same type or description, rather than rights to or interests in specific underlying, individually identifiable Digital Assets;

• you may have no rights to or interests in underlying Digital Assets, but your rights or interests may be limited to rights against us or rights against a sub-custodian(s) that we hold on your behalf, and that such rights may be contractual rather than proprietary in nature.

By entering into the Terms, you also acknowledge and agree that

• our internal ledgers, books and records which identify, at any time:

(i) your entitlement to a particular type or description of the Digital Assets, including the amount of such entitlement,

(ii) the total amounts of Digital Assets held with each applicable sub-custodian or otherwise held by us on behalf of Members generally; and

(iii) where relevant, the amount of Digital Assets held by us for your benefit at each sub-custodian or otherwise, based on your entitlement

shall constitute a definitive record and shall be deemed to be accurate, complete and binding on you and us, except in the case of manifest error.

• the purpose of the Digital Assets Trust is to facilitate the effective receipt, holding and dealing in Digital Assets under these Terms. Save where otherwise agreed under the Terms, we shall have no discretion in relation to dealing with the Digital Assets.

A list of sub-custodians may change from time to time as we select different sub-custodians. You do not have the right to request or require that your Digital Assets are held with any specific sub-custodian.