Terms and conditions of your Trading Account

Digital Capital Management Ireland Limited (“The Company”) is an Irish company incorporated under company number 676585 and having its registered office at Suite 17, Osprey Hotel, Devoy Quarter, Naas, Co. Kildare, W91 X40K, Ireland.

These terms and conditions govern your use of our cryptocurrency trading services (“Trading Services”), and by applying to open a Trading Account on the Company’s Trading Platform, you are agreeing to accept and be bound by these terms and conditions. Please read these terms and conditions carefully before you apply to open a Trading Account with us and before you make use of the Trading Services.

These terms and conditions (also referred to as the “Agreement”) are entered by you as the person or entity (the “Client”), that has applied to open a Trading Account with the Company.

In these terms and conditions, “we” “us” or “our” refers to the Company and “Client”, “you” or “your” refers to the person or entity that wishes to use the Trading Services.

1.    The Trading Services

1.1    Our Trading Services allow you to place orders to purchase or sell cryptocurrencies with us acting as an execution only broker through your Trading Account with us. The Trading Services are made available exclusively through our Trading Platform which is our web-based interface, and which is accessible only by clients who have a Trading Account with us.

1.2    The Trading Platform supplied by the Company enables trade between certain fiat currencies and cryptocurrencies only. The range of cryptocurrencies covered by our Trading Services is as set out on our Trading Platform and may be revised from time to time. You can currently pay (for purchases) or be paid (for sales) in Euros (EUR) and pound sterling (GBP). We may in the future offer other fiat currencies or cryptocurrencies within our Trading Services and will notify you of any such changes through our Trading Platform.

1.3    The Trading Platform displays indicative quotes of exchange rates for fiat currency to cryptocurrency trades and vice versa based on different financial information systems, and we endeavour to provide prices which reflect the most up to date exchange rates in the international cryptocurrency exchanges. For determining the exchange rates for different time periods, the Trading Platform makes use of our pricing algorithm. However, there may be circumstances where our exchange rates displayed on our Trading Platform differ to those on other platforms or exchange markets.

1.4    Our Trading Services will involve us sourcing terms of a trade for you and once terms have been accepted by you, then arranging for execution of the trade. We may, at our discretion, either arrange the trade on your behalf with a cryptocurrency exchange or counterparty or we may enter into the trade with you as principal and therefore as your direct counterparty.

1.5    We do not offer any facility for the storage of cryptocurrencies. When you open a Trading Account with us, you will be required to provide details of or otherwise establish a wallet for the holding of cryptocurrency. We offer no recommendations as to the merits of any cryptocurrency wallet provider or service at any time, including cryptocurrency wallet providers described at Clause 1.6.

1.6    The Company may partner with a cryptocurrency wallet provider from time to time. In such instances, the Company makes no guarantee or provides any safeguards to the Client as to the security of the Client’s cryptocurrencies held with that provider.

1.7    We do not grant any credit to Clients and Clients will not be permitted to place an order for a transaction until such time as the Client has, in the case of a sale of cryptocurrency, transferred that cryptocurrency to our wallet or, in the case of a purchase of cryptocurrency, the Client has transferred the purchase funds to our bank account to settle the trade to the Company.

1.8    We are not licensed or authorised by the Central Bank of Ireland and the Trading Services for cryptocurrencies offered by us is not currently the subject of regulation by the Central Bank of Ireland.

1.9    The Company does warrant that its Trading Services will be available at all times without disruption or interruption.

2.    Opening a Trading Account

2.1    In order to open your Trading Account with us, and in order to be permitted to use the Trading Services, you must first complete our account opening process on our website: www.digitalcapitalireland.com

2.2    When you apply to open a Trading Account with us, you represent, warrant, confirm and undertake to us as follows:

2.2.1    You accept the terms and conditions in this document and other documents that from part of the Agreement as exclusively governing your relationship with us.

2.2.2    All information you provide to us is full, accurate and complete and if there is a change in relation to any of the information provided to us, you will notify us immediately of any such change.

2.2.3    Usage by you of the Trading Account does not and will not violate any laws or regulations applicable to you.

2.2.4    You have full capacity to accept these terms and conditions and to enter into a transaction involving the purchase or sale of cryptocurrencies.

2.2.5    If you are an individual, you are over the age of 18.

2.2.6    You will at no time use the Trading Services to perform criminal activity of any sort, including but not limited to, money laundering or terrorist financing.

2.2.7    You can take delivery of any cryptocurrency you purchase through your use of the Trading Services.

2.2.8    You are not resident in a jurisdiction where the provision of or use of our Trading Services is contrary to law or regulation currently in force of your jurisdiction.

2.2.9    You will only use the Trading Services and your Trading Account as the principal owner in your right and not as an indirect client, agent or trustee on behalf of another person or legal entity, unless expressly agreed with us in writing in advance.

2.2.10    You acknowledge and accept that all trades and trading decisions are yours. We do not provide investment advice or trading recommendations. We do not assess the appropriateness of any transaction you undertake or any order you place with us.

2.2.11    You have the necessary knowledge and experience to understand the nature of, and risks associated with, transactions in cryptocurrencies and you accept that all such risks are your sole responsibility.

2.2.12    You acknowledge and accept the general risk disclosures at Schedule 1 of these terms and conditions and you are fully aware that cryptocurrencies are a volatile asset, the value of which can be subject to extreme and frequent fluctuation.

2.3    Prior to opening a Trading Account, the Client will be required to identify themselves according to the Company’s anti-money laundering and counter-terrorist financing (“AML-CTF”) requirements (“KYC”). The Client is required to provide such further full and true information and sign any relevant document required by the Company for KYC-purposes to enable proper operation of the Trading Account in accordance with the Company’s obligations under applicable AML/CTF requirements.

2.4    We are not obliged to open a Trading Account and may refuse an application without giving a reason.

 

2.5    We may impose restrictions on a Client’s Trading Account and/or as a condition of agreeing to open a Trading Account for any reason, including but not limited to:

2.5.1    the Company being required to do so by applicable law, regulation, court or any other regulatory authority or government body; or

2.5.2    the Company determining such restrictions are necessary in accordance with the Client’s AML/CTF risk profile.

2.6    Your Trading Account with us will not be open and activated until such time as we notify you of the completion of our account opening requirements and procedures. We will not activate your Trading Account for the purposes of you undertaking any trading activities until our KYC requirements are satisfied. If a Trading Account is activated but any the Company’s KYC requirements or other requirements under these terms and conditions are not complied with thereafter, the Company reserves the right at all times to freeze and/or close the Trading Account. This includes a right for the Company to close out all existing positions and restricting any further trading by the Client in relation to the Trading Account.

2.7    You acknowledge that failure by you to ensure that the Company has all necessary and current KYC documentation may delay or impede your trading instructions and the withdrawal of funds from your Trading Account

2.8    By completing an application to open a Trading Account, you consent to us carrying out such credit and identity checks as we consider necessary with our third-party service providers in relation to you, your directors and officers and your ultimate controllers. You also consent to us holding copies of identification documentation and sharing these details with our third-party service providers.

2.9    In order to access the Trading Account, you will be required to create or will be given security details, including a username and password. You agree to take all reasonable steps and precautions to keep your Trading Account and log-in information safe and secure, not limited to regularly updating your password at least bi-annually, using a unique password not shared for any other web-based accounts, not sharing your password with anyone and not allowing anyone to access your Trading Account. You must comply with security procedures that we inform you of from time to time. You are responsible for keeping the device from which you access the Trading Account secure and for maintaining adequate security and control over any and all security details that enable you to access the Trading Account. You accept that under no circumstances shall we be liable for, and you agree to indemnify us in full against, any misuse of or improper access to your Trading Account.

3.    Operating your Trading Account with us and trading activities

You may place a trade instruction with us at any time during 7am – 5pm by contacting us by telephone, email, secure instant messaging or other agreed method of secure communication using the contact details you were given when your account was opened.

3.1    Fiat currency payments to us

3.1.1    When you purchase cryptocurrency via your Trading Account, you must first either (i) transfer sufficient fiat currency to our designated account in order to fund the purchase; or (ii) already hold a sufficient fiat currency in your Trading Account to fund the purchase (“Purchase Funds”).

3.1.2    Purchase Funds may be paid to us by bank transfer (e.g. SEPA transfer or UK Faster Payments bank transfer), credit card payment or by any other methods permitted by us from time to time and in any currency acceptable to us. At registration, you will be provided with a unique reference number which you will be required to provide when purchasing funds. This enables the Company to credit your Trading Account with the corresponding amount once Purchase Funds are received.

3.1.3    When you transfer Purchase Funds by way of bank transfer, you should only do so from a bank account previously notified to us and associated with your Trading Account and which is located in your country of residence and registered under your name. On making a payment to us, you should send us an authentic swift confirmation, including full bank account details. If either of these conditions are not met, i.e., if the Client’s bank details do not conform to the Client’s details as registered with us or if you fail to provide the swift confirmation, this may result in the Purchase Funds not being credited to the Client’s Trading Account and the return of the funds from the Company to the Client (net of any transfer fees applied).

3.1.4    Purchase Funds are treated by the Company as its own for the purpose of securing or covering the Client’s present, future, actual, contingent or prospective obligations arising from instructions received by the Company from the Client, subject only to any contractual obligation of the Company to pay or return money to the Client according to these terms and conditions. Purchase Funds paid to the Company by the Client, together with any profit or other benefits the Client may be entitled to under these terms and conditions, or any specific arrangement with the Company, are not held on trust or in any form of client asset account and Client’s entitlement to same is as an unsecured creditor of the Company.

 

3.2    Payment of fiat currency owing to you

3.2.1    You may give us an instruction during normal business hours to pay the balance of any fiat currency owing to you and shown as such in your Trading Account (instructions received outside of business hours or on a non-business day, will be processed at the next business day). Repayments shall only be made in the same currency and to the same source from which the funds were originally transferred, unless the Company has accepted a request by the Client to return of funds to a different account in the name of the Client or by a different payment method. Fees, charges or commissions applied by banks, payment institutions etc. to process the payment shall be for the Client’s account.

3.2.2    If the Client gives an instruction to the Company to withdraw funds from the Trading Account, the Company shall withdraw the specified amount (less any transfer charges) within five business days once a duly executed instruction has been received and at the moment of payment, the Client has no outstanding obligations to the Company (for fees or to settle a purchase of cryptocurrency). The Company may cancel the Client withdrawal order, if and to the extent that, according to the Company’s discretion, the funds remaining in the Trading Account (after the withdrawal) would not be sufficient to secure any outstanding open position(s) in the Trading Account.

3.2.3    The Company shall have the authority to reduce any balance on the Client’s Trading Account for all applicable fees and charges. If the Client has the obligation to pay any amount to the Company which exceeds the amount held in the Client’s Trading Account, the Client shall immediately pay such amount upon Company on demand.

3.3    Placing orders for trades

3.3.1    You may place an order to trade at any time during our designated trading hours (which available on the Trading Platform). Orders placed outside of trading hours or placed during trading orders, but which remain open, shall be automatically renewed (“rolled over”) until the transaction is closed.

3.3.2    Trades may be placed via the Company’s Trading Platform available via the internet, or by email, fax or telephone, unless the Company informs the Client that particular orders can only be given in a particular way. If any order is received by the Company by telephone, computer or other way, the Company may ask the Client to confirm such order in writing. The Company shall be under no obligation to act upon such order until such confirmation is received. Orders for the simultaneous sale and purchase of cryptocurrency on behalf of the same Client may, at our absolute discretion, be netted so that there is a single transaction (one shall cancel another).

3.3.3    The Client authorises the Company to rely and act on any trade placed via the Trading Platform, or other order, written request or instruction or other documented communication given or made (or purporting to be given or made) by the Client or any person authorised on the Client’s behalf, without further enquiry on the part of the Company as to the authenticity, genuineness, authority or identity of the person giving or purporting to give such order, request, instruction or other communication.

3.3.4    The Client will be responsible for and will be bound by all obligations entered into or assumed by the Company on behalf of the Client in consequence of or in connection with such orders, requests, instructions or other communication.

3.3.5    If the Client requests cancellation of any order, the Company can only cancel such order if the Company has not acted upon such order, or if otherwise agreed by the Company.

3.3.6    The Company has the right, but not the obligation, to set, at its absolute discretion, limits and/or parameters to control the Client’s ability to place orders or to restrict the terms on which a transaction may be made. Such limits and/or parameters may be amended, increased, decreased, removed or added to by the Company and may include (without limitation): (i) controls over maximum order amounts and maximum order sizes; (ii) controls over total exposure of the Company to the Client; (iii) controls over prices at which orders may be submitted (including, without limitation, controls over orders which are at a price which differs greatly from the market price at the time the order is submitted to the Company’s order book); (iv) controls over any electronic services provided by the Company to the Client (including, without limitation, any verification procedures to ensure that any particular order(s) has come from the Client); or (v) any other limits, parameters or controls which the Company may be required to implement in accordance with applicable regulations. The Company may, in addition, require the Client to limit the number of open transactions which the Client may have with the Company at any time. The Company shall notify the Client of the limits and restrictions applicable prior to Client placing an order.

3.3.7    The Company is entitled, by its own discretion, to cancel any order that has been executed for reasons including but not limited to an error caused by any system malfunction or error of any exchange or pricing source. The Company’s record will serve as decisive evidence to the correct rates in relevant markets and the wrong rate quote given to the Client, and the Company is entitled to correct or cancel any Client order based on the correct rates.

3.3.8    The Client can see their open trades and funds situation at any time by accessing their Trading Account via the Trading Platform and by viewing past trade reports generated by the Company.

3.3.9    A transaction is closed when any of the following events occur: (i) the Client closes the transaction; (ii) the transaction meets with stop loss, take profit or other predefined criteria set by the Client or the Company under this Agreement; (iii) the transaction expires according to the expiration time set by the Client or the Company, if applicable; (iv) the Client does not have sufficient funds in their Trading Account to hold that transaction open.

3.3.10    It is very important for the Client to reconcile their account on a frequent basis. Any suspected discrepancies should be immediately brought to the Company’s attention. All trade confirmations and monthly statements will be deemed accepted by you in the absence of you raising a complaint within 24 hours of receipt.

3.4    For purchases of cryptocurrency

3.4.1    You shall inform us of the requested trade specifying
the cryptocurrency you wish to buy and the fiat currency in which you wish to pay and the value of the trade expressed in terms of either the cryptocurrency to be bought or the fiat currency equivalent.

3.4.2    We will price the trade based on the prevailing market prices available to us and will notify you of the terms of the trade including an indication of the price and our charges for the trade. The trade price may be an indicative price (i.e. the price may change between placing your order and the final execution of the trade) or, if we are in possession of sufficient fiat currency from you to promptly complete the trade at the available price being quoted in the market, at a firm price.

3.4.3    On receipt of your order, we will source pricing and terms and present these to you for acceptance. In such instances, particular terms will need to be accepted within a narrow window of time in order to give us an opportunity to give effect to the trade terms. You may instead give us a precise order type (such as a limit order or stop order). More details on the particular order types which you may place are available on our website.

3.4.4    You must accept the trade by email or secure instant messaging or other agreed method of secure communication. Once accepted, a trade cannot be amended or revoked. We cannot hold quoted prices for more than the period permitted under the rules or practices of the exchange or counterparty with whom the trade is to be placed.

3.4.5    Once you have confirmed the trade, we will execute the trade and either hold the cryptocurrency acquired in our wallet for delivery to your wallet or direct delivery by the counterparty of the acquired cryptocurrency directly to your wallet (using the wallet address that you have given us).

3.4.6    We will record the details of each cryptocurrency transfer from us to your wallet and send you a receipt of the transaction by email or secure communication as soon as practicable after execution of the trade. We will use all reasonable endeavours to provide our Trading Services to you on a best execution basis. However, if we have sent, or directed the counterparty or exchange to deliver, the cryptocurrency to the correct wallet address specified by you, we will not be responsible for any loss caused by any delays in the crediting of, or failure to credit, your cryptocurrency wallet.

3.5    For sales of cryptocurrency

3.5.1    You shall inform us of the trade you wish to make, specifying the cryptocurrency you wish to sell and the fiat currency you are to receive and the value of the trade expressed in terms of either the cryptocurrency to be sold or the fiat currency equivalent.

3.5.2    We will price the trade based on the prevailing market prices available to us and inform you of either the amount of fiat currency you will receive (where the value of the trade is expressed in terms of a quantity of cryptocurrency to be sold); or the quantity of cryptocurrency you will need to sell (where the value of the trade is expressed in terms of the amount of fiat currency to be received) based on this price. We will notify you our applicable charges for the transaction.

3.5.3    We will provide either an indicative price or a firm price depending on whether we are in receipt of cleared cryptocurrency in our wallet(s). Only an indicative price can be provided if we are not yet in receipt of the cryptocurrency.

3.5.4    You must accept the trade by email or secure instant messaging or other agreed method of secure communication. Once accepted, a trade cannot be amended or revoked. We cannot hold quoted prices for more than the period permitted under the rules or practices of the exchange or counterparty with whom the trade is to be placed.

3.5.5    Once you have confirmed the trade, we will execute the trade and receive the fiat currency in settlement and allocate same as a credit to your Trading Account balance which shall be available for you to withdraw in accordance with these terms and conditions.

3.5.6    We will record the details of each transaction and send you a receipt of the transaction by email or secure communication within one hour of the completion of the trade. We will use all reasonable endeavours to provide our Trading Services to you on a best execution basis. However, if we have sent the fiat proceeds to the correct bank account specified by you, we will not be responsible for any loss caused by any delays in the crediting of, or failure to credit, your bank account.

3.6    If we determine in our absolute discretion that a quote contained an obvious error with respect to the price or amount of cryptocurrency set forth therein, then we may cancel a trade based upon such quote by delivering notice to you after your acceptance of such quote.

3.7    We retain the right to refuse to accept any request to trade from you at any time in our absolute discretion.

3.8    If, at any time, the Company and you have payment and delivery obligations with respect to multiple completed trades in the same cryptocurrency, we may net such completed trades against each other as follows: (i) any cryptocurrency that you are required to deliver will be netted against any cryptocurrency that we are required to deliver; (ii) any fiat currency that you are required to pay will be netted against any fiat currency that we are required to pay; and (iii) a net number of units of the relevant cryptocurrency will be delivered by either you or us (as relevant) against a net purchase price to be paid by the other party.

3.9    In the event of the occurrence of any of the default events set out in 3.10 below, we reserve the right to:

3.9.1    cancel and terminate any completed trade that has not yet settled and require you to pay us an amount reasonably determined by us to compensate us for any and all losses, costs, expenses, and fees incurred in connection with such cancelled trade, including any loss of bargain, cost of funding, or loss or cost incurred as a result of us terminating, liquidating, obtaining or re-establishing any hedge or related trading position;

3.9.2    set off and net any obligations of us to you against any obligations of you to us;

3.9.3    terminate any or all of our obligations for future performance to you; and/or

3.9.4    take such other actions as we, in our sole discretion, deem necessary or appropriate for our protection, all without notice or advertisement.

3.10    The default events are:

3.10.1    you fail to comply with any provision of, or perform any obligation under, these terms and conditions, including an obligation to deliver to us the fiat currency or cryptocurrency, as the case may be, in connection with any completed trade;

3.10.2    any representation or warranty made by you is not or ceases to be true or correct in any material respect;

3.10.3    you become subject to a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights, or a petition is presented for your winding-up or liquidation, and such proceeding or petition is instituted and either (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation, or (ii) is not dismissed, discharged, stayed or restrained, in each case within sixty (60) days of the institution or presentation thereof;

3.10.4    you become insolvent and unable to pay your debts as they fall; or

3.10.5    any regulatory authority with jurisdiction over you suspends the conduct of your usual business or revokes any material permissions, authorisations, memberships, licenses or other similar approvals.

4.    Fees and charges

4.1    We will charge fees or commissions for executing trades, whether as your counterparty or by arranging execution with a counterparty or exchange.

4.2    We will provide with you our range of fees and commission rates through our website from time to time but the fees and commissions applicable to your trades with us will be quoted to you for your acceptance and will be deemed to be accepted by your placing an order to trade.

4.3    Fees and commissions applicable to a trade will be deducted by us from the fiat currency received from the sale of cryptocurrency or provided for the purchase of cryptocurrency.

5.    Privacy and data protection

5.1    In this Clause:

5.1.1    “Data Protection Legislation” means Regulation (EU) 2016/679 (“GDPR”), the Data Protection Acts 1988 to 2018 and any other legislation giving effect to the GDPR or otherwise replacing current data protection legislation; and

5.1.2    the terms “process”, “controller”, “personal data” shall have the meanings given to them in the GDPR.

5.2    The parties acknowledge that in the provision of the Trading Account and related services under the Agreement, the Company may process certain personal data, including personal data provided by the Client. The parties acknowledge that the Company shall be the controller of such personal data.

5.3    The Client warrants and represents that the disclosure of any personal data to the Company in connection with the Agreement shall be in compliance with the requirements of the Data Protection Legislation.

6.    The Company does not provide advice

6.1    The Company does not advise its Clients regarding the expected profitability of any trading action or non-action, or other consequences. The Client represents that it has been solely responsible for making its own independent appraisal and investigations into the risks of the transaction. The Client represents that it has enough knowledge, market sophistication and experience to make their own evaluation of the merits and risks of any transaction.

6.2    The Company may provide market commentary, information on trading or other marketing or educational information through the Trading Platform or other channels. Please note that this information is not intended to be relied upon as any form of personalised communication or any form of investment advice or trading recommendation or opinion as to any particular action or trade. Clients are exclusively responsible for their own trading decisions and should take account of all available information. The Company shall not be responsible for the consequences of the Client acting upon such market commentary or other information, including any loss suffered by the Client as a result of any trades executed via their Trading Account.

7.    Tax

7.1    Any tax applying on the Client and/or results of the Client’s trading activity, including trading profits and/or trading losses are the Client’s full and sole responsibility. The Client shall personally report and pay any personal, national and local tax liabilities applicable to the Client. The Company does not collect, deduct, pay or withhold tax from the Client. The Company reserves the right, if so ordered by a government or state body, to report on the activities of a Client and/or to deduct tax from the Client and deliver it to the proper tax authority as ordered by a government or state body.

8.    Termination

8.1    Either party us may terminate the Agreement without providing any specific reason by giving ten days’ written notice of termination to the other.
Without affecting any other right or remedy available to it, the Company may terminate the Agreement with immediate effect by giving written notice to the Client if:

8.2.1   the Company reasonably suspects that the Client is acting in breach of the Agreement;

8.2.2    the Company reasonably believes it needs to do so in order to protect its reputation;

8.2.3    the Company is required to do so by applicable law, regulation, or any court or similar government body or authority; or

8.2.4    the Company has reasonable concerns about the security of the Client’s Trading Account or suspects that the Account is being used for a fraudulent, anti-money laundering or counter-terrorist financing, or other unlawful purpose or purpose contrary to these terms and conditions.

8.3    Upon termination of the Agreement for any reason, the Client shall be under the obligation to close all open positions, otherwise, at the Company’s choice, the Agreement shall continue until such positions are closed or the Company may close all open positions at the risk of the Client and without assuming any responsibility or liability.

8.4    Upon termination, all amounts payable by the either party to the other party will become immediately due. Where termination arises due to the insolvency of the Client, the Company shall have the benefit of automatic set off and netting of the payment obligations of the Company to the Client against the payment obligations of the Client to the Company so as to result in a single net payment obligation.

8.5    Termination shall not affect any outstanding rights and obligations according to the applicable law and the provisions of the Agreement.

8.6    If a termination notice has been provided by either party, the Company requests that the Client withdraw any remaining funds in their Trading Account that are not otherwise payable to the Company. If the funds have not been withdrawn by twenty-one (21) days, the Company will return funds to original source, unless otherwise instructed. If withdrawal to a new bank account is made, client’s bank details must conform to the Client’s details as registered.

9    Limitations of Liability and Indemnity

9.1    The provision of services to the Client by the Company including the Trading Platform and the Trading Account are provided “as is” and “as available”, and the Company makes, to the fullest extent permitted by applicable law, no warranties of any kind, express or implied, including, but not limited to, fitness for particular purpose. The Company will perform the Trading Services and comply with its obligations under this Agreement to the level of skill and care as would reasonably be expected of a professional provider of the Trading Services.

9.2    The Client acknowledges and agrees that the Trading Platform follows the relevant market, whether the Client is in front of their computer or not, and whether the Client’s computer and/or devices are switched on or not and available to them or not.

9.3    The Company, or its directors, officers, employees or agents, shall not in any circumstances be liable whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise arising:

9.3.1    by reason of the Company relying on any order reasonably believed by us to be authorised by the Client or on the Client’s behalf and we shall be under no duty to make an investigation or inquiry into the order and we may accept the order as conclusive evidence of the Client’s intention for us to execute the order;

9.3.2    by reason of actions taken by the Company which, in its opinion, were necessary to comply with applicable law or the terms of this agreement;

9.3.3    by reason of or in connection with any act or omission by the Client or any agent of the Client;

9.3.4    by any delay, or change in market conditions, before the Company executes any order or before a transaction settles;

9.3.5    by any error arising from unclear or ambiguous instructions from the Client;

9.3.6    by any delay, failure or error by you, the Client, in implementing any reasonable instruction we have provided to you or in instructing your wallet provider, bank of payment services provider;

9.3.7    from a specific order or instruction from the Client, including where that order we have received from you is inaccurate, incomplete or otherwise made in error;

9.3.8    by any system, transmission failure or delays, internet or telecommunications network failure or similar technical errors unless the Company has exercised gross negligence or wilful misconduct in connection with same;

9.3.9    from any computer viruses, worms, software bombs or malfunctions, or similar items introduced into your computer hardware or software via our Trading Platform or otherwise, except where such loss, damage or expense is a result of the Company’s own negligence or wilful misconduct;

9.3.10    by any insolvency event of a third party or counterparty or a market disruption event; or

9.3.11    by any cause beyond our reasonable control and the effect of which is beyond our reasonable control to avoid.

9.4    The Company, or its directors, officers, employees or agents, shall not in any circumstances be liable whether in tort (including for negligence or breach of statutory duty howsoever arising), contract, misrepresentation (whether innocent or negligent) or otherwise for:

9.4.1    loss of profits, expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses;

9.4.2    loss of opportunity;

9.4.3    for loss of business;

9.4.4    depletion of goodwill or similar losses;

9.4.5    loss of anticipated savings;

9.4.6    loss or corruption of data or information;

9.4.7    any losses arising from an unauthorised transaction that occurs as a result of lost or stolen security details for the Client’s Trading Account or as a result of the Client failing to carry out their obligations under the Agreement;

9.4.8    any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; or

9.4.9    any losses arising from a force majeure event as described in Clause 10.

9.5    Subject to Clause 9.8 and 9.9, the Company’s total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising out of or in connection with the performance or contemplated performance of the Agreement shall in all circumstances not exceed the higher of:

9.5.1    four times the amount of commission earned by the Company under this Agreement in the 12-month period prior to the event giving rise to the claim; or

9.5.2    EUR 10,000.

9.6    The Client shall indemnify and hold the Company harmless from and against any and all damages, losses, liabilities, costs and / or expenses (including legal expenses) arising out of or in connection with: (a) the Client’s use of the Trading Account or related services provided by the Company under the Agreement other than in accordance with the terms of the Agreement, and/or (b) any breach by the Client of the terms of the Agreement.

9.7    The Company may use the services of third parties, and in those circumstances, the Company will select and appoint third parties which have the competence, ability, capacity and authorisation to perform the functions of services for which they are appointed. However, in the event of any loss or damages arising from an act or omission of a third party, including where that loss or damage arises from any delay or settlement failure, the Company shall not accept any liability provided it has exercised due care in selecting the third party concerned.

9.8     Nothing in the Agreement shall limit or exclude the liability of either party for a matter in respect of which it would be unlawful to exclude or limit liability.

9.9    Nothing in the Agreement will exclude, limit or restrict either party’s liability for fraud or fraudulent misrepresentation committed by that party (or directors, officers, employees or agents) or wilful default.

10.    Force Majeure

If we are unable to perform the Trading Services due to factors beyond our control including but not limited to an event of Force Majeure, change of law or change in sanctions policy we will not have any liability to you with respect to the Trading Services and for a time period coincident with the event. For the purposes of this Clause “Force Majeure” means any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other industrial dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.

11.    Complaints

If the Client wishes to make a complaint against the Company, it should do so by emailing complaints@digitalcapitalireland.com. In order to assist us to investigate the complaint promptly and effectively, the Client should provide full details of the circumstances giving rise to the complaint, including, at a minimum, the time and date of any relevant or potential trade. We reserve the right not to investigate a complaint until all requested information required from you as to the subject matter of the complaint has been provided to us. The Company will consider your complaint and liaise with you about the points raised in your complaint.

12.    General provisions

12.1    We may amend or change these terms and conditions at any time by notifying you of the revised terms and conditions. Such notification may be provided by email and your continued use of the Trading Services following a reasonable period of time after the date of such notification shall constitute acceptance by you of any such amended terms and conditions.

12.2    The Client may not assign or transfer their Trading Account to a third party, or pledge, securitize it or otherwise grant any third party a legal or equitable interest over it. The Agreement shall be binding upon and enure to the benefit of the successors/heirs of the Client. The Company reserves the right to assign or transfer its rights and obligations under this Agreement on prior notice to the Client.

12.3    The Client acknowledges that all intellectual property rights (including, without limitations, copyright, database rights, know-how, trade secrets, patents, trademarks, goodwill and design rights) in the Trading Account and related services provided by the Company are and shall remain the sole property of the Company and / or its licensors. The Company grants the Client a limited licence to access and use the Trading Platform provided by the Company subject to these terms and conditions. The license is personal, non-transferable and is subject to this Agreement. The Client may not transfer, assign, or enable any other to make any use of the license, and/or give the Client’s access and security codes or passwords to the Trading Account to any third party. Nothing in the Agreement to the contrary shall be construed as granting to the Client any rights in the Company’s intellectual property rights.

 

12.4    If any provision of this Agreement is held by any court or other competent authority to be void or unenforceable in whole or part, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of the Agreement.

12.5    Joint account – if a Trading Account is a joint account (in the name of more than one person or entity), then each of the persons/entities named on the account shall be authorised to represent the other persons/entities in dealings with the Company, with no requirement of any prior notice or approval from the other person/entities. Each of the persons/entities in the account agrees that any notice or instruction given by the Company to any of the persons/entities shall be considered as given to all the persons/entities. In case of contradiction between instructions given to the Company by different persons/entities, then the last instruction received by the Company will prevail.

12.6    All communications between the Company and the Client will be in English. Unless otherwise agreed, all notices, instructions and other communications to be given by the Company shall be given via the Trading Platform or e-mail or other electronic means, details of which are provided by the Client to the Company.

12.7    No delay, act or omission by either party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

12.8    The Agreement constitutes the entire Agreement and understanding between the parties with respect to its subject matter, and except as expressly provided, supersedes all prior representations, writings, negotiations or understandings with respect to that subject matter.

12.9    The Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) shall be governed by and construed in all respects in accordance with the laws of the Ireland, and each party irrevocably submits to the exclusive jurisdiction of the Irish Courts. This does not, however, affect the Client’s statutory consumer rights, to the extent applicable.

Schedule 1  : GENERAL RISK DISCLOSURE

  1. Prior to applying for a Trading Account, the Client should consider carefully whether trading in the cryptocurrency markets and the use of other services offered by the Company, (hereinafter: “trading”) is suitable for them in the light of their circumstances and financial resources and the risks described herein.
  2. Trading in the cryptocurrency markets is considered highly risky and speculative. Cryptocurrency markets for trading are characterized as highly volatile markets with inherently high risk, and such volatility may cause high losses within a short period of time. The Company is not and will not be responsible for the trades executed, or not executed, by the Client.
  3. The Client is ultimately responsible for all the losses suffered in their Trading Account. Therefore, the Client should be prepared to lose all funds which they have deposited. The Client is also responsible for losses that exceed its profits and funds placed with the Company. The Client should never fund their trading activities with retirement savings, loans, mortgages, emergency funds, funds set aside for purposes such as education or home ownership, or funds required for current income or present or future medical expenses.
  4. Competition and sophistication – trading requires some knowledge of the relevant markets, trading techniques and strategies. Therefore, a previous investment and trading experience is necessary. No guarantees are offered or represented by the Company regarding the returns that can be expected from trading.
  5. Rules and regulations – the Client must know and follow the rules and regulations applicable to the Company’s trading services as set forth in the documents and Agreements delivered to and signed or approved (by way of internet approval) by the Client. Not following the rules and regulations applicable to trading or any other applicable regulation may result in forced closure of positions (“trades”), temporary freezing of the Client’s account, closing the account and/or other actions necessary for the protection of the Company.
  6. Knowledge of our software programs – the Client must be knowledgeable in the use and functionality of the trading software provided by the Company accessible via the Trading Platform, or by any third party provider, in order to correctly interpret account information and to be able to request the placement of orders correctly. The Client shall be responsible for all orders placed in their account, regardless of their understanding of the system’s functionality. If the Client is not in complete understanding of the way the system operates, they should not trade before obtaining the required knowledge.
  7. Overnight positions are considered risky. Holding large positions, especially after the close of the relevant market (or in any case of cease of commerce, corporate events, freeze of trading on a security etc.), may result in considerable losses. Opening prices (next day or renew of commerce) can be significantly different from the previous closing prices; such price changes may also significantly change the result of stop-loss orders.
  8. The Company makes no warranty regarding the effectiveness, accuracy or efficiency of third party Trading Platforms or exchanges. From time to time, the Client may have difficulty accessing their Trading Account data due to a possible myriad of technical problems. The Company makes no warranty of merchantability, no warranty of fitness for a particular purpose, and no other warranty of any kind, express or implied, regarding this service, data or information provided thereby, or any aspect regarding the order entry or execution services, except as required by applicable law, regarding possible damages, including, but not limited to, lost profits, trading losses or damages that result from reliance on inaccurate data, or delay or loss of access to customer account execution services.
  9. The Trading Services provided are intended to provide professional and non-professional traders with a mechanism for execution of trades. Nothing in this service constitutes investment advice or a recommendation by the Company or its affiliates to buy, sell or hold a particular cryptocurrency discussed therein or the suitability for making any such investment. The Company is not regulated by the Central Bank of Ireland and its Trading Services are not subject to any applicable regulatory framework.
  10. Funds placed with the Company are at risk of partial or total loss in the event of the insolvency of the Company or in the event of misappropriation or in the event that such funds become frozen or inaccessible at a third party credit institution or payment account provider at which such funds are held. The capacity of the Company to repay funds owing to Clients will depend upon the financial condition of the Company. The Company is not covered by insurance in case of misconduct by our agents or in case of insolvency or other event hindering the Company’s ability to return funds to a Client.
  11. Cease of trading – due to the fact that the commerce system is based, amongst others, on networks for the exchange of information and the internet, the commerce or any part thereof may be ceased and/ or disrupted and etc., without prior notice or for reasons which are not under the Company’s control. In a situation in which commerce is disrupted, the Company shall be permitted, inter ilia, to close all open transactions made by the Client, without prior notice, inasmuch as possible in fair prices reflecting the market condition at that moment. The Client shall have no claim, demand or right for indemnification in such an event, with respect to any damage claims that were caused due to the cease of commerce and/ or due to transactions performed or not performed.
  12. Since the information, including pricing information, is received from third party information providers, it is impossible for the Company to be responsible for the updating and accuracy of the information appearing on the website and or the Trading Platform and its conformance with the updating pace of the international market. If an error in transmission of the information becomes known, the Company may adjust the pricing and the outcome of the positions.