Virtual Currency Agreement: Market Advisory and OTC Service
This is an important document – so please read it carefully.
KEEP IN MIND THAT VIRTUAL CURRENCIES ARE NOT CURRENTLY REGULATED IN THE UK AND, AS SUCH, BITSTOCKS IS NOT REQUIRED TO COMPLY WITH THE FCA RULES. THIS MEANS THAT YOU WILL NOT BE ENTITLED TO THE SAME PROTECTIONS YOU WOULD OTHERWISE BE ENTITLED TO IF YOU WERE INVESTING IN OTHER TYPES OF ASSETS WHICH ARE REGULATED. FOR EXAMPLE, WE ARE NOT REQUIRED TO PROVIDE YOU WITH CLIENT MONEY PROTECTION IN RESPECT OF THE FUNDS WE HOLD ON YOUR BEHALF. BITSTOCKS CONTINUES TO MONITOR THE LEGAL AND REGULATORY LANDSCAPE CLOSELY AND WILL INFORM YOU OF ANY DEVELOPMENTS WHICH AFFECT THE BASIS ON WHICH BITSTOCKS PROVIDES SERVICES TO YOU UNDER THIS AGREEMENT.
It sets out the terms on which we, Bitstocks Limited, agree to provide services to you, the customer, in relation to Bitcoin Cash and other virtual currencies and contains our responsibilities to you in relation to those services. If you require clarification on any part of this document please ask us for further information.
You should carefully consider whether buying or selling virtual currencies is appropriate for you. Your attention is drawn particularly to the risk warnings and the limitation of liability in Clause 13 of this Agreement.
Your legal relationship with us is governed by the whole of this document, together with the terms set out in other documents referred to in these Terms such as the Client Application Form. If there is any point on which you are unsure, you should contact us using the details on the website or set out in this Agreement.
This is an agreement between you (also referred to as the “Customer”) and Bitstocks Ltd (“Bitstocks”, “we” or “us”), a company established in England and Wales under company number 08994234 and whose registered office is at Tower 42, 25 Old Broad Street, London, EC2N 1HN.
It is understood that:
- You wish to invest in, buy or sell Virtual Currency from time to time;
- Bitstocks is a Virtual Currency investment firm that provides discretionary investment management and trade services in relation to Virtual Currencies. Bitstocks is not required to be, and is not, authorised or regulated by the Financial Conduct Authority as Virtual Currency is not a designated investment for regulatory purposes. As such, the provision of services under this Agreement is not subject to the requirements of the FCA Rules; and
- You wish to appoint Bitstocks to manage and invest your Portfolio and provide certain other services on the terms set out in this Agreement, and Bitstocks wishes to accept this appointment.
The parties agree that:
- In this Agreement, unless the context otherwise requires, the following words have the following meanings:
“Account” means one or more accounts maintained by Bitstocks in respect of the Customer’s Assets and liabilities arising in connection with the services provided under this Agreement;
“Asset” means a Virtual Currency which may be bought, sold or held in accordance with this Agreement;
“Applicable Law” means any obligations or requirements under law or regulation or under the rules of any official body in any country or state (including any tax authority) which a party reasonably believes to be binding on it;
“Associate” in relation to a person means a parent undertaking or subsidiary undertaking of that person (both as defined in Section 1162 of the Companies Act 2006 of the United Kingdom), or a parent undertaking of a subsidiary undertaking of that person, or a subsidiary undertaking of a parent undertaking of that person.
“Bitcoin Cash” means the cryptocurrency as at the date of this Agreement known as “Bitcoin Cash” and traded under the reference BCH or BCC.
“Broker” means any unregulated entity with which Bitstocks places, on behalf of the Customer an order for execution by that entity, where such entity regularly trades in Virtual Currency.
“Bitstocks Gibraltar” means Bitstocks Limited, as registered in Gibraltar, an affiliate of “Bitstocks Limited” as registered in the United Kingdom.
“Business Day” means any day which is not a Saturday or Sunday, Christmas Day, Good Friday or a bank holiday in any part of the United Kingdom;
“Client Application Form” means the form providing details of the Customer which, when completed by you and accepted by us, forms part of this Agreement;
“FCA” means the Financial Conduct Authority of the United Kingdom.
“FCA Rules” means the rules, guidance, principles and codes comprised in the Handbook of Rules and Guidance issued by the FCA.
“Loss(es)” means all claims, losses, costs, expenses, damages and liabilities.
“Order” means the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 of the United Kingdom.
“Portfolio” means all the Assets and Trading Cash of the Customer, at any time under the management of Bitstocks hereunder including, for the avoidance of doubt, any uninvested cash.
“Security Details” has the meaning given in Clause 5.
“Trading Cash” has the meaning given to it in Clause 8.
“Virtual Currency” means Bitcoin Cash and other digital currencies or cryptocurrencies in respect of which the Manager provides services under this Agreement, as notified by you to us from time to time.
- References to statutory provisions, regulations and notices, shall include those provisions, regulations and notices as amended, extended, consolidated, substituted, re-issued or re-enacted from time to time.
- References to Clauses are to clauses of this Agreement and headings are inserted for convenience only and shall not affect the construction of this Agreement.
- References in this Agreement to a party are to any party to this Agreement.
- References in this Agreement to a person shall include a reference to any individual, partnership (whether or not some or all of the partners therein shall have limited liability), limited liability partnership, company, body corporate, corporation sole or aggregate, state or agency of a state and any unincorporated association or organisation, in each case whether or not having separate legal personality.
- The Schedules to this Agreement form part of it.
- Appointment of Bitstocks
- You hereby appoint Bitstocks, to provide the Services (as defined in Clause 3 below) until its appointment is terminated as provided in this Agreement, and Bitstocks hereby accepts such appointment and agrees to assume the obligations set forth in this Agreement.
- The Market Advisory Service
- The services that Bitstocks will provide to you under this Agreement involve Bitstocks managing your Portfolio of Virtual Currencies on a discretionary basis, meaning that you give permission to Bitstocks to enter into Virtual Currency transactions (including buying or selling Virtual Currency) on your behalf as we see fit, without requiring your consent ahead of each transaction (the “Services”).
- For the avoidance of doubt, nothing in this Agreement gives Bitstocks authority to invest in assets or instruments other than Virtual Currencies. In particular Bitstocks is not permitted to deal in any Virtual Currency derivatives or other instruments which would amount to financial instruments under the Order. Furthermore, none of the services to be provided to you under this Agreement are intended to amount to regulated activities for the purposes of the Order and as such, Bitstocks is not required to be, and is not, regulated by the FCA.
- You should be aware that we shall have no obligation to ensure that any transaction on which we advise is suitable for you. Provided you meet our client eligibility criteria and complete the Client Application Form, we shall have no obligation further to assess your knowledge and understanding of Virtual Currencies, your attitude to risk or your personal circumstances (including the affordability of any transaction). We will provide the Market Advisory Service on the basis that you understand the risks of losing your entire investment in Virtual Currencies and accept these risks.
- We may ask you questions on the Client Application Form which are intended to assess your knowledge and understanding of Virtual Currencies. If it appears to us that you may not have sufficient knowledge or experience to understand the risks involved in relation to Virtual Currencies, we may in our discretion provide you with a further warning. We shall have no obligation to do so and shall not be in any way liable to you if we fail to do so. In asking any such questions or giving any such warnings we shall not be assuming any obligation to ensure the suitability of any transaction for you.
- Where you request us to advise on the market in relation to an Asset or transaction which is not within the normal range of the Market Advisory Service, we may in our discretion decline to advise you, or deal on your instructions on an OTC basis. We will not be responsible for the provision of any tax or legal advice in relation to the Services.
- We will carry out an annual review of your Portfolio but shall not be obliged to carry out a review more frequently. We will communicate to you our general conclusions arising from that review on the basis of our opinion of the markets in Virtual Currencies.
- The Over-The-Counter (OTC) Trading Desk Service
- If we agree to provide the OTC Service we shall provide no Market Advice to you but shall simply implement your instructions on a case-by-case basis. You will be relying solely on your own judgment. In this regard you should bear in mind that if we merely explain or provide information as to an Asset or transaction this does not of itself amount to advice on the merits of a transaction in the Asset or on the legal or tax status or consequences.
- We may, in our discretion, refuse to act on any instruction.
- We shall have no obligation to ensure the suitability or appropriateness for you of any transaction under the OTC or to provide you with any further risk warnings than are set out in this Agreement or on our website. We may ask you questions on the Client Application Form which are intended to assess your knowledge and understanding of Virtual Currencies. If it appears to us that you may not have sufficient knowledge in order to understand the risks involved in relation to buying and selling Virtual Currencies, we may in our discretion provide you with a further warning. We shall have no obligation to do so and shall not be in any way liable to you if we fail to do so. In asking any such questions or giving any such warnings we shall not be assuming any obligation to ensure the suitability or appropriateness of any transaction for you.
- Unless Bitstocks agrees otherwise, Services are only available to:
- individuals over the age of 18 who are resident in the United Kingdom; or
- companies incorporated in the United Kingdom acting through a place of business in the United Kingdom,
(the “eligibility criteria”).
- Bitstocks may refuse to enter into this Agreement, open an Account, or provide the Services for any reason and without giving any reason for our refusal, subject to Applicable Law.
- In providing the Services, Bitstocks shall use such markets or exchanges as appear to us to be reasonable. We do not agree to any obligation of best execution similar to that required under the rules of the Financial Conduct Authority.
- You authorise us to do anything which we consider necessary or appropriate either to provide the Services (including but not limited to acting as your agent and delegating our authority as your agent to another) or to comply with any Applicable Law. You agree to ratify and confirm everything lawfully done in the exercise of such discretion.
- Where the Services to be provided to you involve the giving of advice or the provision of information, we will use reasonable endeavours to ensure that such advice or information is accurate but you acknowledge that advice and information provided by us may be based upon information obtained from third parties and/or which is incomplete and unverified. We shall not be liable for any Losses which you may suffer as a result of relying on any such advice or information unless we have been negligent or fraudulent and our liability shall be subject to the terms of this Agreement including clause 13.
- Duties of Bitstocks
- Should you use Bitstocks Market Advisory Service, we will manage and invest your Portfolio on a discretionary basis, in pursuit of the investment objective and approach, and subject to any investment restrictions stipulated by you from time to time. Subject to such objective, approach and restrictions, we will have complete discretion for your account and as your agent (and without prior reference to you) to buy, sell, retain, convert, execute, exchange or otherwise deal in Virtual Currencies, effect transactions whether or not on any market or exchange and whether or not frequently traded on any such market, negotiate, settle and sign on your behalf account opening and any other documentation required to be so negotiated, settled or signed in connection with the execution of transactions in relation to your Portfolio by Bitstocks and otherwise act as we judge appropriate in relation to the management and investment of your Portfolio.
- You authorise Bitstocks to give other entities which trade Virtual Currencies, any instructions on your behalf, which may be necessary or desirable for the proper performance of our duties under this Agreement and you agree to confirm such authority to such parties on request.
- Bitstocks will comply, and will use all reasonable endeavours to procure that any delegates which it may appoint pursuant to this Agreement will comply, with all Applicable Laws.
- We will treat you alone as our client. We will have no obligation and accept no liability to any other person for whom you may be acting as an agent, intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and your obligations to us shall not be reduced in any way by reason of your so acting for any other person.
- Bitstocks will comply with, and procure that its directors, officers, employees and Service Providers comply with, all applicable laws, rules and regulations relating to anti-bribery and corruption including but not limited to the Bribery Act 2010 of the United Kingdom, and undertakes that neither it nor any of them will offer, promise or give any person, or request, accept or agree to receive from any person, whether for itself or on behalf of another, a Bribe directly or indirectly in connection with this Agreement or the Customer. For the purposes of this Clause, the following words have the following meanings:
- “Bribe” means any gift, payment, consideration, facilitation payment, financial or non-financial advantage or benefit of any kind which is illegal or corrupt or in breach of any Anti-Corruption Laws.
- “Service Provider” means a service provider, subcontractor or agent that is performing services for Bitstocks in connection with this Agreement.
- Duties of the Customer
- It is your responsibility to notify us if there is any change to the information you have provided to us, or to your circumstances. In the absence of such notification, we shall be entitled to rely on the information you have provided.
- You authorise Bitstocks to do anything which we consider necessary or appropriate either to provide the Services (including but not limited to acting as your agent and delegating our authority as your agent to another) or to comply with any Applicable Law. You agree to ratify and confirm everything lawfully done in the exercise of such discretion.
- You shall provide all assistance Bitstocks may reasonably require to effect settlement of any transaction we enter into with or for you by making any appropriate payment (or ensuring that we hold sufficient Trading Cash) or delivering any Asset to us in good time for us to complete settlement and delivery.
- When you open an Account, we may agree with you a username, password and the answers to the security questions (“Security Details”). The Security Details are how we identify you so you must keep them secure at all times. You are responsible for all information and activity in relation to the Services by anyone using your Security Details. If you authorise another person to use your Security Details you will be responsible for their activity in relation to the Services. You must tell us immediately where there is any breach of security, loss, theft or unauthorised use of your Security Details.
- Bitstocks may delegate any of its functions, powers and duties under this Agreement to any person (including Associates) subject to and on the basis of the provisions of this Clause 6, but our liability to you for all matters so delegated shall not be affected by such delegation.
- In connection with any such delegation, Bitstocks may provide information about you and your Portfolio to the delegate. Except to the extent otherwise agreed with you, Bitstocks shall be responsible for the costs of any such delegation including, without limitation, any fees and expenses of the delegate.
- Bitstocks may only delegate the exercise of investment discretion in relation to your Portfolio or any part of it with your written consent.
- Without limitation to the foregoing, Bitstocks may engage Brokers for your account and may also appoint third parties to perform any administrative or ancillary services required to enable us to perform the Services under this Agreement. We will act in good faith and with reasonable skill and care in our choice, use and monitoring of such agents.
- Execution of Orders and Transactions
- You acknowledge and agree that when executing transactions on your behalf, or placing orders on your behalf with Brokers for execution by those Brokers, Bitstocks does not owe you a duty to obtain best execution as required by regulated firms under the FCA Rules. However, Bitstocks will endeavour to obtain the best price for you, taking into account market conditions at the time of execution. On occasion Bitstocks may decide to execute transactions for your Account with itself through the Bitstocks trading desk, where it considers it is in your interest to do so.
- Bitstocks may, when executing transactions on your behalf or placing orders on your behalf with Brokers for execution by those Brokers, aggregate those transactions or orders with those of one or more of Bitstock’s other clients.
- Bitstocks is under no obligation to ensure the suitability or appropriateness for the Customer of any transaction entered into under this Agreement. Provided you meet our client eligibility criteria and complete our Client Application Form, we shall have no further obligation to assess your knowledge and understanding of Virtual Currencies, your attitude to risk or your personal circumstances (including the affordability of a transaction). We provide the Services on the basis that you understand the risks of losing your entire investment in Virtual Currencies and accept these risks.
- We may ask you questions on the Client Application Form which are intended to assess your knowledge and understanding of Virtual Currencies. If it appears to us that you may not have sufficient knowledge or experience to understand the risks involved in relation to Virtual Currencies, we may in our discretion provide you with a further warning. We shall have no obligation to do so and shall not be in any way liable to you if we fail to do so. In asking any such questions or giving any such warnings we shall not be assuming any obligation to ensure the appropriateness of the Service for you.
- Trading Cash
- Bitstocks shall not execute any transaction on your behalf unless you have paid to us (or to any other person we may direct) a sufficient amount of Trading Cash to cover any transaction(s), our fees and charges and/or any costs and expenses to which we may be liable.
- Your Trading Cash, being funds, including e-money, arising from or intended for investment in Virtual Currency (“Trading Cash”), is accepted by our affiliate, Bitstocks Gibraltar (or by another third party acting on our behalf) exclusively in the course of our providing the Services. It is held on a pooled basis in a separate omnibus account to that used by Bitstocks Gibraltar for its own business. The Trading Cash is not required to be, and is not, held in accordance with regulatory rules in the UK, Gibraltar, or any other country and, as such, you are not entitled to client money protection or related requirements.
- Bitstocks will not use your Trading Cash for its own or our general business purposes – it will not be used for any purposes other than as security for, and/or to make payment in respect of, any liabilities you may incur to us or any third party under this Agreement.
- Bitstocks will use only banks which are authorised in the UK or the European Economic Area to hold your Trading Cash. We will provide details of the banks holding Trading Cash at your request. Because your Trading Cash may be held outside the UK and (because the regulatory status of transactions in Virtual Currencies is uncertain) we cannot guarantee that Trading Cash held in an account outside the UK shall be protected as effectively as if it were held on a trust basis with a bank in the UK.
- Any sums due to you on any sale or other transaction in relation to an Asset shall be held as Trading Cash unless withdrawn at your request in accordance with Clause 8.6.
- You may withdraw any surplus Trading Cash provided the Portfolio has a minimum amount of not less than the amount we specify from time to time or this Agreement has been terminated and we are satisfied that you have no further liabilities to us or any third party under this Agreement. Withdrawal shall be by SWIFT or such other method as we shall in our discretion approve to an account in your name (and in no circumstances shall we permit withdrawal to an account held in the name of a third party). We may make such enquiries as we consider appropriate with regard to any withdrawals and may refuse to make them where we are not satisfied that such a withdrawal would be in accordance with Applicable Law.
- If you wish to withdraw cash in excess of any sums held, you may give us instructions to sell specific Assets, or we select specific Assets to sell at our discretion in relation to this.
- No interest will be paid on Trading Cash.
- Bitstocks shall have a right to retain all or any of your Trading Cash or Assets in respect of unpaid fees, charges or other sums owed to us or any third party in connection with this Agreement. We shall be entitled to sell any Assets or a sufficient quantity of them after we have given you 5 (five) business days’ written notice of non-payment of any amount due to us or to any third party under this Agreement and if payment has not been made in full by the end of such period.
- Holding of Assets
- All Assets will be held in your own digital wallet or in such other way as we confirm to you from time to time is consistent with what we regard to be current market practice for the relevant Virtual Currency. We will provide details of any such arrangements on your request.
- You give Bitstocks unconditional authority to deal with, or give instructions to, third parties in relation to any Assets that are held as part of the Portfolio. You agree to ratify and confirm everything lawfully done by us in relation to any of your Assets in accordance with this Agreement.
- You shall promptly on our request provide to us or to a third party we nominate formal confirmation of our authority to take any action or give any instruction in relation to the Assets in your Portfolio or your Trading Cash.
- The current status of your Portfolio, in terms of portfolio positions, value, profit and loss, is available in real-time via the Bitstocks Platform Dashboard using your username and password to access.
- Monthly account statements are available via the Bitstocks Platform Dashboard using your username and password to access.
- Representations and Warranties of the Customer
- In this Clause you make certain representations and warranties to Bitstocks. These are legally binding statements, confirmations and promises on which we rely in entering into this Agreement and providing the Services to you. If they are inaccurate, untrue of incomplete, or you do not fulfil the promises you make to us as warranties, you may be liable to us and you may be in breach of this Agreement.
- You represent and warrants to Bitstocks that:
- you are duly empowered and authorised to appoint us to provide the Services to you under this Agreement;
- you fulfil the eligibility criteria in clause 3.3 of this Agreement (except to the extent we have agreed that they will not apply);
- this Agreement is binding upon you and enforceable in accordance with its terms except insofar as enforcement may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors’ rights or general principles of equity;
- all of the assets comprising your Portfolio shall be owned by you free of lien and encumbrance and no other person shall have any interest in any of the assets of your Portfolio save as otherwise provided in this Agreement;
- any information which you provide or have provided to Bitstocks is complete and accurate and you agree to provide any further information properly required by us. You will notify us immediately if there is any material change in any such information provided;
- you shall promptly give (or ensure there is given) to is such information as we may require to enable us to comply with all applicable disclosure obligations or requirements from time to time under Applicable Law;
- You acknowledge and agree that any breach of any of the representations and warranties given by you under this Clause 11 and any breach of the provisions of this Agreement by you (including any failure of you to provide information to us as required under this Agreement) may adversely affect your Portfolio and the provisions of the Services by Bitstocks to you under this Agreement.
- Annex 1 to this Agreement sets out a general description of the key risks associated with investments in Virtual Currency. Further details are available on the Bitstocks website at: https://www.bitstocks.com/tc/risk-warning.
- In entering into this Agreement you acknowledge that you accept the risks of dealing in Virtual Currencies. You acknowledge that they are high risk investments and dealing in them may result in the loss of all your investment. You should not enter into, or instruct us to enter into, any transaction in Virtual Currencies unless you are able to bear the loss of all amounts invested and the value of any Assets.
- Fees, Charges and Expenses
- You shall pay to Bitstocks by way of remuneration for the Services, certain fees and charges, details of which are set out in the rate card on Bitstocks’ website and which may be changed from time to time by written notice from us to you.
- Charges will be recorded and indicated on confirmations and monthly statements. Any charges paid by you may be shared with one or more third parties. Details of such arrangements are available on written request.
- You will be responsible for the payment of any commissions, transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and costs properly payable or incurred by Bitstocks under this Agreement.
- Bitstocks shall be entitled to deduct the amount of any fees or charges from Trading Cash in accordance with Clause 8 of this Agreement.
- You agree to pay and reimburse Bitstocks, our agents, Associates and employees all costs, charges, liabilities and expenses reasonably incurred by us and them in connection with the Services. We shall use reasonable endeavours to ensure that you are given reasonable notice of any amount you are required to pay under this Clause 13.5.
- Any sums payable to us or to you shall be liable for VAT (if any) at the applicable rate.
- Limitation of Liability and Client Confirmations
- Save as provided in this Agreement and subject to this Clause 14, Bitstocks shall not be liable in respect for any act or omission of any person, firm or company through whom transactions in Virtual Currency are effected for your account, or any other party having custody or possession of your assets from time to time, or of any clearance or settlement system.
- Bitstocks shall not be liable for the default of any counterparty, exchange, broker, wallet provider, bank, custodian, sub-custodian or other entity which holds money or Assets in connection with this Agreement or with or through whom transactions on your behalf are conducted.
- Bitstocks gives no warranty as to the performance or profitability of your Portfolio or any part of it. We cannot guarantee that Virtual Currencies will not depreciate in value or that they will not be affected by adverse tax consequences.
- Bitstocks shall not be liable for any loss suffered by you in connection with the Services (and in particular, but without limitation, we shall not be liable for any Loss which may be sustained in the purchase, holding or sale of any investments or other Assets in connection with those Services) unless such loss arises from our negligence, wilful default or fraud, or that of our directors, officers or employees.
- Bitstocks will never be liable to you for the following:
- any Losses arising from any cause beyond our reasonable control and the effect of which is beyond our reasonable control to avoid in accordance with Clause 15;
- any Losses that we could not reasonably have anticipated; or
- any loss of business, loss of goodwill, loss of opportunity or loss of profit.
- Bitstocks will not liable to you if we do not take any action which in our opinion would breach Applicable Law or market practice. To the extent there is any conflict between the Agreement and our duties under any Applicable Law or market practice, or there is a change to Applicable Law or market practice, we will act in a way we reasonably consider necessary to comply with such Applicable Law or market practice. We will not be treated as having breached the Agreement as a result.
- Without limiting any other provision of this Agreement, Bitstocks’ total liability to you in respect of all Losses arising under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £2,500. You accept that in view of the uncertainties and risks arising in relation to the markets in Virtual Currencies and the fact that professional indemnity insurance is not easily available in relation to the Services, that such a limitation is fair and reasonable.
- Nothing in this Agreement excludes or restricts Bitstocks’ liability for fraud or other liability which cannot be excluded or restricted by Applicable Law.
- Events Outside Bitstocks’ Control
- Whilst Bitstocks will endeavour to comply with its obligations in a timely manner we will incur no liability whatsoever for any partial or non-performance of our obligations by reason of any cause beyond our reasonable control (“Event outside our Control”) including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result of any such Event outside our Control.. We shall, however, use reasonable efforts to mitigate the impact of any Event outside our Control.
- This Agreement will come into force upon the occurrence of the following:
- your clicking on the acceptance button on our website, or providing us with a signed copy of this Agreement; and
- confirmation from Bitstocks that we have completed all checks required under Applicable Law and have accepted you as a customer (such confirmation can be inferred by us commencing the provision of Services to you, (the “Effective Date”)
- This Agreement will continue and remain in force until terminated in accordance with Clause 19.
- Conflicts of Interest
- The services of Bitstocks under this Agreement are not to be deemed exclusive. You acknowledge that Bitstocks and its directors, officers, employees or Associates may from time to time act as investment manager, manager, investment adviser or dealer in relation to, or be otherwise involved with, customers other than you, which have a similar or different objective to yours. It is, therefore, possible that we may, in the course of business, have potential conflicts of interest with you. We, at all times, have regard in such event to our obligations to you under this Agreement.
- Bitstocks or any of its Associates or any person connected with Bitstocks may invest in, directly or indirectly, or manage or advise other clients which invest in Virtual Currency. Neither Bitstocks nor any of our Associates nor any person connected with us shall be under any obligation to offer investment opportunities of which any of us become aware to you or to account to you for any profit, commission or remuneration made or received by us in respect of any such transaction or connected transactions and our fees shall not, unless otherwise provided, be reduced or invalidated by reason of such transactions. [We will however attempt to allocate such opportunities on an equitable basis between you and our other clients.]
- Examples of the types of conflicts that may arise in the course of Bitstocks providing the Services include (but are not limited to):
- selling the Asset concerned to you or buying it from you (in either case at such prices which we consider reasonable which may include a mark-up or element of profit for us) or being a market-maker or otherwise having a holding or dealing position in the Virtual Currency concerned or an associated investment;
- being in receipt of instructions from another client to buy or sell the same Asset; and
- matching your transaction with that of another client by acting on his or her behalf as well as yours where we are acting or seeking to act as agent for (and to receive and retain commission or other charges from) both parties.
- Bitstocks and/or our Associates shall be entitled to enter into a transaction for or with you or act as your agents or provide any other service notwithstanding any such conflict of interest and shall not be under a duty to disclose to you any profit arising in such circumstances without further reference to you. However, in such cases we or our Associates may in our absolute discretion decline to carry out a transaction for or with you.
- Bitstocks has in operation a written procedure for the effective consideration and proper handling of complaints from customers.
- You should contact Bitstocks immediately if you are dissatisfied in any way with any aspect of the Services. You can also contact the Compliance Officer at:
25 Old Broad Street,
Tel: 020 7877 9177
- A complaint can be made in writing, by telephone, by e-mail or in person. We treat every complaint very seriously and aim to resolve each complaint fairly and promptly.
- Please note that as the Services are not currently regulated in the United Kingdom, you have no right of complaint to the Financial Ombudsman Service, or to seek compensation from the Financial Services Compensation Scheme in the event that we are unable to pay monies due, or satisfy obligations owed, to you.
- This Agreement may be terminated by any party giving to the other party no less than 10 days’ written notice to the other party.
- This Agreement may be terminated immediately by notice in writing by Bitstocks if you:
- commit any material breach of your obligations under this Agreement and, if such breach is capable of being made good, fail to make good such breach within 7 days of receipt of written notice from us requiring you to do so;
- are liquidated or dissolved or become unable to pay your debts as they fall due; or
- we are required to do so by any competent regulatory authority or under Applicable Law.
- On termination of this Agreement, Bitstocks shall be entitled to receive all fees and other monies accrued due up to the date of such termination but shall not be entitled to compensation in respect of such termination.
- Termination of this Agreement will not affect the completion of transactions already initiated. Such transactions will be completed by Bitstocks as soon as practicable.
- Termination shall not affect any accrued rights, existing commitments or any contractual provision intended to survive termination and shall be without penalty or other additional payment, except to the extent that you shall be required to pay:
- the fees and charges accrued and due to Bitstocks (pro-rated if applicable) to the date of termination;
- any expenses incurred by Bitstocks under this Agreement payable by you; and
- Any additional expenses incurred by Bitstocks in terminating this Agreement.
- Where you are a consumer (that is an individual who is acting for purposes outside your trade, business or profession) who has dealt with us by distance means without any face-to-face contact, you may be able to cancel this Agreement by giving us notice in writing in accordance with Clause 24 within 14 days of your entering into this Agreement.
- You shall have no right to cancel any transaction we have entered into on your behalf unless such transaction can still be withdrawn or revoked. You have no right to cancel a transaction relating to Virtual Currencies because the price of any such transaction depends on fluctuations in the financial market outside our or your control.
- In providing the Services, we are not obliged to disclose to you or to take into consideration information where:
- the disclosure of it to you would be a breach of duty or confidence to any other person; or
- which comes to the notice of one of our employees, officers or agents but does not come to the actual notice of the individual giving the advice in question.
- Bitstocks and the Customer shall at all times respect and protect the confidentiality of information acquired as a consequence of this Agreement, except pursuant to any right or obligation by with either of us may be entitled or bound to disclose information under compulsion of law or pursuant to the requirements of competent regulatory authorities.
- Nothing in this Clause 21 shall prevent the disclosure of information by either party to its auditors or legal or other professional advisers in the proper performance of their duties.
- Neither of the parties hereto shall do or commit any act, matter or thing which would or might prejudice or bring into disrepute in any manner the business or reputation of the other party or any director or member of such party.
- Data Protection
- We agree to comply with the Data Protection Act 1998 and, when it comes into force, the General Data Protection Regulation (together, the “DP Legislation”), and to process all personal data in accordance with that legislation.
- You consent to the processing and use by us and our agents and Associates of personal data (as defined in the DP Legislation) given by you under this Agreement for the provision of the Services, which may include the transfer of such data out of the European Economic Area.
- You agree that we may pass your personal information to credit reference agencies or to parties who provide services to us in verifying identity or ensuring our compliance with Applicable Law. You agree that any such parties may keep a record of any search that they do.
- Recording of telephone conversations
- Telephone conversations between you and Bitstocks may be recorded to the extent required by Bitstocks and at all times in accordance with Applicable Law.
- We may use such recordings as evidence in the event of a dispute.
- Unless specified otherwise in this Agreement, any notice given to Bitstocks under this Agreement shall be in writing and sent to the address set out at the start of this Agreement, or such other address as may be notified by Bitstocks to you, and such notice shall take effect upon its actual receipt by us.
- All written communications by us to you under in accordance with this Agreement will be sent to the last postal address notified to us by you.
- Any notice given by us:
- by post will be deemed given two Business Days after posting to you;
- by hand delivery or fax will be deemed given upon delivery or transmission; and
- by e-mail will be deemed to have been received one business day after transmission.
- All communications between us under this Agreement, and documents and other information provided Bitstocks to you in connection with the Services, shall be in English.
- This Agreement is personal to you and may not be assigned or transferred by you.
- Bitstocks may from time to time assign or transfer any or all of our rights and obligations under this Agreement, provided that we give you no less than 30 days prior written notice of such transfer or assignment.
- Bitstocks may amend this Agreement by giving you not less than 30 days’ written notice of the relevant amendments, to the extent that we reasonably consider such amendments to be necessary in order to:
- comply with Applicable Laws or other market practice as it evolves and where we believe it is necessary to effect transactions in Virtual Currencies;
- fix any errors, inaccuracies or ambiguities we may discover in the future;
- to make it clearer or more favourable to you;
- to provide for the introduction of new or improved systems, methods of operation, services or facilities or to cover risks arising in our business which we have not previously anticipated; and/or
- to adjust the basis on which the Services are provided because of changes in the markets for Virtual Currencies.
- Bitstocks may also vary our fees and charges from time to time to reflect changes in commercial conditions and/or any increased cost involved for us in providing the Services.
- Bitstocks will give you 14 days’ notice of any change except where we reasonably determine that the change is required by Applicable Law or is beneficial to you, in which case we may give immediate notice.
- You have the right to terminate this Agreement if you object to a change we propose to make, by following the procedure in Clause 19 above. No additional charges or penalties are payable by you when you terminate in these circumstances.
- No change will affect any outstanding order or transaction or any other legal rights or obligations which may have arisen before the date of the change.
- Reservation of Rights
- The rights, powers, privileges and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers, privileges or remedies provided by law or otherwise.
- No failure to exercise nor any delay in exercising by either party to this Agreement of any right, power, privilege or remedy under this Agreement shall impair or operate as a waiver thereof in whole or in part.
- No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.
- Whole Agreement
- This Agreement, together with any documents referred to in it, constitutes the whole agreement between us relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
- If any provision of this Agreement shall be held to be illegal, void, invalid or unenforceable under the laws of any jurisdiction, such provision shall be deemed to be deleted from this Agreement as if it had not originally been contained in this Agreement and the legality, validity and enforceability of the remainder of this Agreement in that jurisdiction shall not be affected, and the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall not be affected. Notwithstanding the foregoing in the event of such deletion the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so deleted.
- This Agreement may be executed in any number of counterparts, which shall together constitute one Agreement. Each party may enter into this Agreement by signing any such counterpart.
- No Partnership
- Nothing in this Agreement shall constitute or be deemed to constitute a partnership, joint venture or similar relationship between the parties and/or any other person.
- Contracts (Rights of Third Parties) Act 1999
- Except as expressly set out in this Agreement, no person who is not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
- Governing Law
- This Agreement and any non-contractual obligations arising from or connected with it shall be governed by English law and this Agreement shall be construed in accordance with English law.
- In relation to any legal action or proceedings arising out of or in connection with this Agreement (whether arising out of or in connection with contractual or non-contractual obligations) (“Proceedings”), each of the parties irrevocably submits to the exclusive jurisdiction of the English courts and waives any objection to Proceedings in such courts on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.
ANNEX 1 – Risk Warnings
- Buying, selling or investing in Virtual Currencies involves risk. Specifically this may include:
There is no organised market for Virtual Currencies and no regulation of them. They are not currencies which are issued or supported by a Central Bank.
Virtual Currencies are subject to increasing levels of regulatory scrutiny and there is therefore no guarantee that the trading of Virtual Currency won’t become regulated in the future, which could mean additional cost to you of the Service, or changes to trading structures.
Their value is extremely volatile and their price can increase or decrease significantly over a very short period of time.
While we will use reasonable care in selecting exchanges, brokers, counterparties, wallet providers, providers of storage or security services or other providers of services in relation to the Services, they may be situated anywhere in the world and are unlikely to be regulated in their home countries. Nor will they be under our control or be Associates of ours. There is no guarantee that they will not be fraudulent or insolvent. We shall not be liable for any Losses resulting directly or indirectly from the failure of any such third parties.
Virtual Currencies are still experimental. They operate in different ways. For example, Bitcoin depends on a critical component which is the public ledger known as the blockchain. This is maintained by vast unidentified computer networks spread all over the world. It is possible that elements of these networks could abuse the power that comes with maintaining the ledger, for example by attempting to undo transactions that you thought were finalised. Other Virtual Currencies will have different features. You should be sure that you understand the essential features of any Virtual Currency before instructing us to undertake any transaction.