Last Updated: 13 February 2026

IMPORTANT NOTICE The Bulgarian Deposit Insurance Fund (BDIF) or the Estonian Guarantee Fund (Tagatisfond) do not cover services provided by Q500 Europe EOOD or Q500 Estonia OÜ, respectively. This website and Bitpace’s products and services are for wholesale customers, businesses, or merchants only. We do not serve retail clients, retail holders, end-customers, end-users, or consumers. If you are a retail client, retail holder, or an end-customer/end-user of a merchant, these standard terms and conditions do not apply to you. Please refer to your agreement with the merchant instead. Please read these standard terms and conditions, Risk Warning and Privacy Policy carefully. All information provided in these standard terms and conditions, any accompanying documents, this website, our sandbox environment, and within our products and services, is not and should not be considered financial advice or any other form of advice. Engage with crypto-assets at your own sole risk. If anything is unclear, please contact our customer support team available at [email protected].

1. What’s in These Standard Terms and Conditions? 

1.1 These standard terms and conditions, including any schedule, appendix, annexe, accompanying documents this website or the sandbox environment, each as amended, restated, or supplemented from time to time (“Standard Terms”) cover the general and standard rules for using our online systems, website https://www.bitpace.com/ (including any subdomain(s) under this domain or subdirectories), our application programming interface (“API”), and our API documentation, as well as the rules for accessing and using the platform(s) made available by Bitpace (“Bitpace platform”), and any component of them thereof, our sandbox environment and our products and services (“services”).

1.2 Reference to our website shall include, unless the context otherwise requires, reference to our online systems, API(s), our app(s) and/or Bitpace platform.

1.3 Unless otherwise stated, a reference to a person includes a legal or natural person, partnership, trust, company, government or local authority, department or other body (whether corporate or unincorporated); a statutory or regulatory body shall include its successors and any substituted body; an individual includes, where appropriate, their representatives; the singular includes the plural and vice versa; one gender includes all genders.

1.4 Section or clause headings are for ease of reference only and do not affect these Standard Terms’ construction or interpretation.

1.5 Unless specified otherwise, terms such as “inform you” or “notify you“, or similar, encompass online instant messages through our accepted channels of communication with you, emails, and information or notices published on our website, the Bitpace platform, or API.

1.6 You are informed that Bitpace currently operates under the transitional “grandfathering” period as permitted by Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”). These Standard Terms are designed to comply with MiCA’s requirements concerning contractual arrangements and client agreements, and therefore, these terms should be interpreted accordingly.

1.7 Some terms presented in underlined or bold text are intentionally highlighted throughout these Standard Terms to make them prominent.

1.8 For ease of reference, a table with key terms and the sections where they are first defined is located at the end of these Standard Terms for easy reference.

2. Who We Are, Our Services and How to Contact Us

2.1 https://www.bitpace.com/ is a website exclusively operated by:

(i) Q500 Europe EOOD, a private limited company, incorporated in Bulgaria (company number UIC 206635600) with a registered address at Evropark building, 40 Tsarigradsko Shose Blvd., 2nd floor, 1750 Sofia, Bulgaria; registered as a virtual assets service provider (“VASP“) in the interim register kept by the Bulgarian Financial Supervision Commission (FSC) under § 5, par. 3 of the Bulgarian Markets in Crypto-assets Act.

(ii) Q500 Estonia OÜ, a private limited company, incorporated in Estonia (registry code 16564979) with a registered office at Maakri tn 19/2, Tallinn 10145, Estonia; registered as a VASP by the Financial Intelligence Unit (FIU) in Estonia, licence number FVT000552.

Each trading as Bitpace (“we” or “us” or “our” or “Bitpace”).

2.2 We direct our activities and website towards Estonia and Bulgaria, and do not represent that the content available on or through our website or sandbox environment is appropriate for use or available in other locations.

2.3 Our services include:

(i) Exchange of crypto-assets supported by Bitpace (“supported crypto-assets”, as further defined below) for fiat funds;
(ii) Exchange of fiat funds for supported crypto-assets;
(iii) Exchange of supported crypto-assets for other supported crypto-assets;
(iv) Custodian and administration services (solely warm wallet addresses for depositing supported crypto-assets, and to the extent this service is ancillary or required for the provision of other services in this section 2);
(v) Execution of orders for supported crypto-assets on behalf of clients;
(vi) Transfer for supported crypto-assets on behalf of clients;
(vii) Other ancillary or complementary services, as informed or otherwise advertised on our website, from time to time.

2.4 “Supported crypto-assets” in these Standard Terms refers to the crypto-assets accessible on our website, API, and/or the Bitpace platform.

2.5 When Bitpace provides you with the ability to exchange, buy, and/or sell supported crypto-assets, these transactions, exclusively on-the-spot, may be automatically accessible through the Bitpace platform/payment gateway or via an over-the-counter (OTC) facility/desk.

2.6 Our services are aimed solely at wholesale, company, business or merchant clients (“merchant”), and we are not providing services to retail customers, retail holders, consumers or end-users / end-customers. In the exceptional cases where we agree to partnerships (such as with an introducer) or provide OTC desk services to an individual, that individual must be a natural person operating within their trade, business, craft, or profession, and thus acting strictly in their business capacity.

2.7 For emphasis, the protections afforded to retail customers, retail holders, consumers or end-users/end-customers are not available to you, as when you engage with Bitpace you will be acting within your trade, business, craft, or profession, and thus acting strictly in your business capacity.

2.8 We do not provide banking, e-money, or fiat funds payment services.

2.9 We may outsource services or activities to third parties for the performance of operational functions. In such a case, we will ensure that outsourcing does not alter the relationship between you and us, nor our obligations towards you.

2.10 We will be free to determine, adjust, and modify, at any time and at our sole discretion, the times for providing our services, any of them or parts thereof, and the hourly limit with respect to the order or transactions on crypto-assets, as well as the minimum and maximum transaction amounts, the temporary availability of the price of the given supported crypto-asset.

2.11 To contact us, please email us at: [email protected] or use the communication channel agreed between you and us.

3. Binding Contract

3.1 These Standard Terms constitute a legally binding contract between you and Bitpace. By using this website, registering with us, and/or by ticking/clicking-to-accept on and/or otherwise selecting and/or indicating that you have read and agreed to these Standard Terms, you unconditionally agree and confirm that you accept these Standard Terms and that you agree to comply and be bound by them.

3.2 The Bitpace entity that enters into a merchant, partner, OTC agreement, or similar (“service agreement”), with you will be the sole counterparty of such an agreement, and these Standard Terms will apply between that Bitpace entity and you.

3.3 If you do not agree to these Standard Terms, you are not authorised and must cease any use of the website, the sandbox environment and their services immediately.

3.4 When referring to “you” or “your”, we mean separately and collectively any visitor or user of this website or the sandbox environment or user of our services, as well as any merchant that is engaging such user, whereas in this case (and to the extent permitted) both the user and the merchant, shall be jointly and severally liable for compliance with these Standard Terms.

3.5 The merchant should ensure that any of its users (which include the merchant’s representatives, authorised personnel and/or authorised service providers) comply with these Standard Terms. The merchant remains solely responsible for its internal policies and procedures with respect to delegating the use of our services to the merchant’s users, and the merchant acknowledges that it will be liable for any breach of these Standard Terms by its users. Without limiting the foregoing, Bitpace will not be responsible or liable in any way in any instance of unauthorised access or use of the merchant’s users or any other third party using the merchant’s access.

3.6 When you are only visiting this website and are not an employee or service provider of a merchant, and have not entered into (or are not in the process of entering into) a service agreement with a Bitpace entity, you agree that:

(i) the context of a section or a clause of these Standard Terms will determine whether that section or clause is or is not applicable to you; and
(ii) “we” or “us” or “our” or “Bitpace” will be interpreted, if you are based in Estonia, as Q500 Estonia OÜ and if you are based in Bulgaria or in a different country that is not Estonia, as Q500 Europe EOOD.

4. Other Terms and Accompanying Documents That May Apply to You

4.1 Prior to the provision of our services to you, when you are a merchant, a service agreement should be executed. This agreement is contingent upon your successful completion of our Know-Your-Business (KYB) and other compliance procedures. These procedures are designed to prevent money laundering, financing of terrorism, proliferation financing, and financial crime in general, among other business considerations and risk profiling. To facilitate this, we will require specific documents and information from you.

4.2 In addition, a transaction, a specific service or a particular type of account provided by us to you may be subject to specific additional terms and/or to individually agreed terms.

4.3 In case of discrepancy between the service agreement, the specific additional terms or individually agreed terms and these Standard Terms, the service agreement or the specific additional terms shall prevail over these Standard Terms.

4.4 The following accompanying documents, as amended from time to time (“accompanying documents”), also apply to your use of this website and our services (as relevant). By accepting or otherwise being deemed to accept these Standard Terms, you also accept these accompanying documents.

(i) Our application form;
(ii) Privacy Policy;
(iii) Risk Warning;
(iv) Conflicts of Interest Disclosure;
(v) Order Handling and Best Execution Policy (“Order Execution Policy”);
(vi) Complaints Handling Policy;
(vii) unless otherwise specified, any other document forming part of a legal package published on this website.

5. Changes to These Standard Terms and Conditions

5.1 Bitpace can change these Standard Terms, associated documents, additional terms, and any other legal notices or compliance statements on this website and/or sandbox environment at any time, at its sole discretion, by posting the updated version(s) or notifying you. Your express acceptance and/or your continued use of an ongoing service provided by us to you constitutes your acceptance of the last version of any and all of the above-mentioned documents, terms, notices, and statements.

5.2 The published latest version is effective immediately, unless material changes not mandated by law are made to an ongoing service provided to you. In that case, material changes take effect thirty (30) days after posting on this website. These changes are not retroactive. If you disagree with the changes, you may terminate the ongoing service with written notice to us, provided to us within the named timeframe of thirty (30) days, unless your service agreement states otherwise.

5.3 Please note that the previous version of these Standard Terms was published on this website on 16 January 2024. This information is provided for reference.

6.Our Mutual Promises

6.1 You acknowledge, represent and warrant to us on the date of each use of our website (as relevant), engaging any of our services, and/or transactions, that:(the following list is not exhaustive and is subject to these Standard Terms and the applicable service agreement, if any):

(i) you are acting in a commercial or professional capacity, so you are acting in the course of business and not as a consumer or retail holder;
(ii) you are of legal age (18+ or higher in your jurisdiction) and have the authority to enter into these Standard Terms. If acting for a merchant, you confirm full authority to bind them, and both you and the merchant are in good standing, with all necessary powers, consents, licenses, and authorisations to lawfully enter into and perform these Standard Terms and related transactions;
(iii) all information you provide is accurate and will be kept updated, and you will provide any other information and documentation that we may require from you during our engagement;
(iv) in dealing with Bitpace, you act as principal and as sole beneficiary (but not as trustee);
(v) you are not a national, resident or incorporated entity in any country included in the United States list of embargoes, United Nations sanctions list, the HM Treasury’s financial sanctions regime, consolidated or autonomous sanctions lists in or within the European Union (the “restricted territories”) or intend to distribute or provide crypto-assets in the restricted territories;
(vi) you are not included on the United States Treasury Department’s Specially Designated Nationals and Blocked Persons List, United Kingdom Sanctions list, consolidated list of persons, groups and entities subject to European Union financial sanctions (the “restricted persons”) or a person who intends to distribute or provide crypto-assets to/from any restricted persons;
(vii) you have not relied on any representations not explicitly stated in these Standard Terms, or been induced to enter into them; and that we will not be liable to you (in equity, contract or tort) for a representation other than a fraudulent misrepresentation that is not set out in these Standard Terms;
(viii) you are responsible for ensuring your transactions are lawful in your jurisdiction and comply with all applicable laws (such as, but not limited to, tax, financial crime, sanctions, export control);
(ix) all payments to us are from legitimate economic activity, reported to tax authorities, and not from bribery, corruption, money laundering, or other criminal activities;
(x) if providing personal data of others, you confirm their consent and awareness of their rights under our Privacy Policy, and you confirm that they have consented to its collection, storage, and processing as per these Standard Terms and our Privacy Policy;
(xi) you will not harm our reputation or business; and
(xii) given that our services are provided exclusively at your initiative, we are not required to assess your knowledge, experience, or the suitability of orders, transactions, and/or the supported crypto-assets for you.

6.2 Furthermore, you represent, warrant and undertake to be in compliance with all applicable laws and regulations, including, without limitation, those concerning consumer protection, crypto-assets activities, anti-money laundering, financial crime prevention, anti-bribery and corruption, export controls and any relevant economic sanctions programmes. We reserve the right to continue or cease any contractual relationship with you (or part thereof) if we reasonably consider you are not compliant with such applicable laws and regulations.

6.3 You authorise Bitpace to make inquiries, whether directly or through third parties, to verify the information and documentation provided to us. This will assist, among other things, to prevent and protect against fraud or other financial crime and to take action we reasonably deem necessary based on the results of such inquiries.

6.4 Moreover, in regard to the services that we provide to you and more generally to our engagement, you agree to cooperate with us and/or any relevant competent authority, and fulfil any requests made by such authorities, whether directly to you or through us, when and as so required by such authorities.

6.5 Subject to these Standard Terms and the service agreement, by providing our services or engaging in any transactions or services to you, we acknowledge, represent, and warrant on each occasion, that (the following list is not exhaustive and is subject to these Standard Terms and the applicable service agreement, if any):

(i) we are in good standing, with all necessary powers, consents, licenses, and authorisations to lawfully enter into and perform these Standard Terms, the relevant service agreement, and related transactions;
(ii) we will comply with all applicable laws and regulations in providing our services to you;
(iii) we endeavour to provide our services to you with reasonable care and skill and maintain security (as detailed elsewhere);

(iv) we will act honestly, fairly, and professionally in the best interests of our clients and prospective clients;

(v) if we outsource any services or engage third-party providers, our commitment remains to you. These arrangements will not alter our relationship or diminish our obligations to you;
(vi) we will make commercially reasonable efforts to ensure your requests for processing crypto-asset transactions with or via Bitpace, and payments from us to you, are processed in a timely manner;
(vii) we will ensure that necessary procedures are in place to return supported crypto-assets held on your behalf, or the means of access, as soon as possible;
(viii) we are committed to keeping you informed about the rights associated with the supported crypto-assets we hold for you by providing publicly available information (and for information purposes only), relevant crypto-asset white papers on our website;
(ix) we will hold your supported crypto-assets separately from our own, ensuring they are not used for our own account, are clearly identified on the distributed ledger, and are segregated from our holdings;
(x) we will make adequate arrangements to segregate your fiat funds from our own, and to ensure they are not used for our own account;
(xi) we will maintain adequate financial resources to cover risks, which can be met by either an insurance policy or a reserve of our own funds, and we will disclose such a policy on this website;
(xii) we will endeavour to help prevent scam or phishing situations and assist you in securing your account;
(xiii) unless otherwise required, we will treat all information we hold about you or your account or transactions as confidential;
(xiv) we will only use your personal information as set out in our Privacy Policy;
(xv) we will take all appropriate steps to identify and prevent or manage conflicts of interest, or, as applicable, we will disclose to you the nature of the conflict and the steps we have taken to mitigate the risk before undertaking business with you, as further detailed in our Conflicts of Interest Disclosure;
(xvi) we do not guarantee that our website or the sandbox environment will be secure or free from bugs or viruses, but for the purposes of ensuring business continuity, and to the extent required by applicable law, we will endeavour to implement proportional security measures where within our reasonable control; and
(xvii) we may, from time to time, provide updates or upgrades to our website, sandbox environment or our services, and such updates and upgrades will be supplied according to Bitpace’s then-current policies, which may include automatic updating or upgrading.

7. Risks

7.1 You acknowledge that using crypto-assets and blockchain solutions carries significant risks, including, among others, price volatility, liquidity loss, global demand fluctuations, forks, cryptographic vulnerabilities, regulatory uncertainty, reliance on internet infrastructure, and cybersecurity threats. Do not transact unless you understand these risks.

7.2 You acknowledge and agree to our Risk Warning. The Risk Warning and any other reference to any risk made by us do not disclose all of the risks and other significant aspects of the use of this website, the sandbox, our services or the act of trading in crypto-assets. it is your sole responsibility to learn and to ensure that you understand the risks involved in dealing with crypto-assets.

7.3 You agree and understand that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of the risks associated with crypto-assets and that Bitpace does not give advice or recommendations regarding crypto-assets, including the suitability and appropriateness of and investment strategies for crypto-assets. you agree and understand that you access and use Bitpace at your own risk. You should, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources.

7.4 You should be aware that the value of crypto-assets may fluctuate significantly, which could lead to you losing the entire value of your holdings, and that under certain market conditions, you may find it difficult or impossible to complete a transaction.

7.5 Bitpace does not guarantee any profit or loss from transacting in crypto-assets. You accept and agree that you are solely responsible for any decision to deal with crypto-assets.

8. Fees and Charges

8.1 Before entering into a transaction or engaging with any of our services, please ensure that you have understood and considered any and all applicable fees and charges, such as but not limited to the below listed fees and charges.

8.2 Your providers’ fees: your bank or other payment processors may impose fees and charges for your payments to or from us.

8.3 Fiat currency exchange rate or fee(s): your bank or other payment processors may charge you for transactions involving fiat currency conversion. Bitpace has no control over the exchange rate fee imposed by your bank or other payment processors. However, please note that if Bitpace has to convert one currency for another to process a crypto-asset transaction or for returning the proceeds of such transaction, Bitpace will make the necessary conversion at the prevailing rate available to Bitpace at the time of the calculation, as Bitpace reasonably select (for instance, using a mid-market exchange rate) and will depend, among other factors, on market conditions.

8.4 Network fee: some transactions on certain supported crypto-assets may have a network fee, which is a cost paid to miners or validators to process and confirm your transaction on a blockchain network. These fees tend to fluctuate depending on factors like network congestion, the complexity of the transaction, and the amount of computational power required.

8.5 Bitpace’s standard fees and charges: the fees (which can also be referred to as commissions) and charges for our services will be agreed upon with you, mainly but not limited to, in the corresponding service agreement. These fees and charges are usually calculated and agreed upon as a percentage of a transaction value processed (percentage-based fee) by or through Bitpace; they can also be structured, among others, as a minimum monthly fee, or a combination thereof.

8.6 Administration fee: if permitted by law, Bitpace reserves the right to apply a one-time administration fee at the prevailing rate and amount upon termination of these Standard Terms. This fee will be deducted from any outstanding balance in your account after all other fees or charges owed to Bitpace or withholdings have been applied. To this end, if your account balance is nil or less than the administration fee, the fee will be waived by Bitpace in full or in part, accordingly. You agree to this fee if your account balance is insufficient to cover return or delivery expenses.

8.7 Please also note that, for a given transaction within the Bitpace platform and, as applicable, the API, the network fee and the agreed Bitpace’s fees and charges, and their total amount, will be displayed.

8.8 Exchange/buy or sell rate: the Bitpace platform, and the API as applicable, will display real-time quoted prices for exchanging/ buying, or selling supported cryptocurrencies against other cryptocurrencies or fiat funds. This price allows you to calculate the exchange rate. Factors influencing this price may include, among others, market conditions, available liquidity, order or envisaged transaction volume and size. The displayed price and the implied rate may vary from those observed elsewhere.

8.9 If the OTC desk is available to you, the desk will directly negotiate the price and terms through pre-agreed communication channels. The corresponding exchange rate, which may also depend on the aforementioned factors, will either be communicated to you by the OTC desk or be calculable by you based on the quoted price for the given amount.

8.10 You should be aware of the possibility that taxes and other costs may exist that are not paid through or imposed by us. Accordingly, it is your own and sole responsibility to ascertain, pay and inquire about the taxes and other costs applicable to your engagement with Bitpace and the transactions made through Bitpace and to report, withhold and/or remit the taxes payable to the appropriate tax authorities or other authorities in your jurisdiction or any other relevant jurisdiction. To clarify, we will make tax deductions or withholdings as required by law, including in relation to the Organisation for Economic Co-operation and Development (OECD) Crypto-Asset Reporting Framework (CARF), Foreign Account Tax Compliance Act (FATCA), or the like.

8.11 We may share charges with our affiliates (each an entity under the same holding company as us, our “affiliates”), partners, introducers, intermediary service providers and agents in connection with the provision of services or transactions, provided the applicable laws and regulations with respect to inducements and conflicts of interest are adhered to.

8.12 Despite anything to the contrary, when Bitpace is proving you any ongoing service, Bitpace reserves the right to implement different fee structure(s), upon giving thirty (30) days’ prior notice, if we consider the variation is made to your advantage; or due to a business need; or if you are not already under a minimum monthly fee structure; or if the grounds for the variation are due to external circumstances beyond Bitpace’s control, such as, but not limited to, changes in the relationship with Bitpace’s counterparties, which affect Bitpace’s fee structures; and changes in the fees, commissions and charges from providers which may be passed on to you.

8.13 Should these new structures not already be agreed in the relevant service agreement, you will have the right to terminate our engagement or the affected service with written notice to us within those thirty (30) days. Your continuous use of the affected service(s) will be considered as acceptance of the newly applicable fee or charge.

9. Payments to Us and to You

9.1 All payments to us made by you shall be made by a supported and accepted payment method in your own name and in such fiat currency or such supported crypto-asset as specified and expressly accepted by us from time to time and without any deduction or withholding. However, you acknowledge and agree that payment processed from us to you may be subject to a deduction or withholding from us (for example, when we need to withhold a tax), your bank, other payment providers, or crypto-asset providers. Please also note that the acceptance of crypto-assets as a means of payment to us will remain a voluntary choice of Bitpace and may be subject to change.

9.2 You agree that you are solely responsible for the payment details you are providing us, and Bitpace is not responsible for your supported crypto-assets or fiat funds if the provided details of payment, transfer, deposit or withdrawal are incorrect or incomplete.

9.3 You may be required to confirm/declare ownership of a given supported crypto-asset or payment instruments, or that you are the beneficiary of the given wallet address, and/or submit supporting documentation proving such ownership when we consider it necessary or to comply with legal requirements and regulations imposed on us.

9.4 Unless expressly affirmatively agreed between you and us in writing or unless we are processing a crypto-asset payment on your behalf (for instance, for the purchase of your goods/products or services by your end-users/end-customers) where you are the sole beneficiary, we reserve the right not to comply with any request by you to make a payment or a delivery to a third party; and where we become aware that crypto-assets or fiat funds have been paid to us or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery.

9.5 Some banks, payment providers, or crypto-assets providers may take time to process payments according to their own policies; thus, we shall have no liability for delays caused by such third parties.

9.6 If you are using a payment method that may be subject to a non-guarantee right to claim fiat funds back (a “chargeback”), you acknowledge and agree that Bitpace will not be responsible to the merchant or the merchant’s customers/users for any chargeback or any merchant and/or merchant’s customers’/users’ losses related to fraud claims or other similar claims. The merchant shall indemnify and hold Bitpace harmless from any liability or harm arising from chargebacks or claims. The merchant agrees to reimburse Bitpace for all related costs and expense credits, even if such chargebacks or claims are made within twelve (12) months after the termination of these Standard Terms.

9.7 Bitpace will make all efforts on reasonable grounds to ensure your requests for instant payments, bank transfers or other authorised payment methods are processed in a timely manner. Notwithstanding, Bitpace makes no representations or warranties on the time needed to complete the processing of a payment.

9.8 The fiat funds resulting from an exchange/sell of supported crypto-assets or for the execution of a sell order on your behalf of supported crypto-assets will be reflected as a balance in your favour in your account with Bitpace. We will follow a similar process for supported crypto-assets that have been exchanged, which would be recorded and reflected in your account balance and as relevant in the registry of positions.

9.9 For balances in your favour reflected in your account with Bitpace, or otherwise in the register of positions, you will generally, and save as otherwise specified, have the right to withdraw fiat funds or supported crypto-assets held by or via Bitpace on your behalf, and that are available to you after fees, charges, or holds are applied, and as long as they are not reserved for or otherwise committed to an order or an already initiated transaction.

9.10 To this end, you can typically request a withdrawal or otherwise a transfer, following the prevailing procedure, at any time before Bitpace confirms or otherwise initiates the given order or transaction; or once a transaction is completed, if the fiat funds or supported crypto-assets are a result of that processed order or transaction.

9.11 Upon a withdrawal request, the respective fiat funds or supported crypto-assets will be transferred to your bank account, payment institution or external wallet address (as relevant), which you have previously registered or otherwise linked to your account with Bitpace. If the fiat funds or crypto-assets are the subject of a return or refund (as the case may be), they will be refunded or returned to the bank account, payment institution or external wallet address (as relevant) of the source of origin. If this is not possible, Bitpace will conduct further compliance checks before releasing any fiat funds or supported crypto-assets.

9.12 When using the services provided by our OTC desk, unless otherwise agreed, you are prompted to withdraw any fiat funds deposited with us that are not used for an obligation to us or remain unused or uncommitted to a supported crypto-asset transaction with or via Bitpace within twenty-four (24) hours of the deposit. We reserve the right, but are not obligated, to return these fiat funds to their original bank or payment account, either upon your request for withdrawal or at our own initiative.

9.13 You acknowledge and agree that, in the event of insufficient fiat funds or supported crypto-assets to fulfil your payment instruction and associated fees and charges, you will be required to top up your account balance accordingly.

9.14 If you know, suspect, or should reasonably know or suspect that any amounts or crypto-assets have been credited or otherwise paid to you by Bitpace in error, you must immediately notify Bitpace of the error by submitting a query to [email protected]. You accept and agree that you have no claim or entitlement to any amounts or crypto-assets received in error and must immediately return such amounts or crypto-assets following Bitpace’s instructions.

10. Transacting Crypto-Assets With or Via Bitpace

10.1 You must make an independent decision as to whether or not to place an order or enter into a transaction (as applicable) with Bitpace (or via Bitpace, as relevant), and you acknowledge and agree that:

(i) we will not advise on the merits or otherwise of your order or transactions (no advice provision policy);
(ii) although we will provide fair, clear and non-misleading information about our services and the corresponding supported crypto-assets, you should not rely on such information only, as the decision to place an order or enter into a transaction is yours alone, and you are responsible for the effect such an order or transaction might have on you;
(iii) you have been solely responsible for making your own independent appraisal and investigations into the risks of any given transaction;
(iv) we always deal with you on an execution-only basis; and
(v) we shall not be obliged to disclose to you or take into consideration any fact, matter or finding which might involve a breach of duty of confidence to any other person or which comes to the notice of any of our affiliates, directors, officers, employees or agents but does not come to the actual notice of the individual or individuals dealing with you.

10.2 Bitpace will process your orders and transactions according to your instructions. You accept and agree that Bitpace does not:

(i) guarantee the identity of any user, receiver, or other parties to a transaction addressed to a wallet address when such has been provided to us by you. You are solely responsible for ensuring all order and transaction details are correct, and you should carefully verify all the transactions’ information prior to submitting transaction instructions to us; and
(ii) have any control over or any liability in relation to the provision, delivery, quality or any other aspect of any goods or services you may buy from or sell to any third party. Bitpace shall not be responsible for and will take no action about the quality or other aspects of such goods or services, nor will it ensure that any buyer or seller you transact with using a given wallet address provides or delivers to you any such goods or services.

10.3 We reserve the right to deny entering into or otherwise process a proposed order or transaction in our sole discretion, and we shall not be obliged to provide a reason but promptly notify you accordingly.

10.4 Bitpace may decline processing, completing and/or delay completing any pending order or transaction if required to do so by law, regulations, competent court order or other competent authority, or in the event of any transaction being in violation of any provision of these Standard Terms, your service agreement with us, and/or such that puts Bitpace’s operation, good name or reputation at risk, or due to our reasonable business needs. In addition, we may take any other actions as available to us under any laws, regulations, competent court order or other competent authority, these Standard Terms and your service agreement with us (if any) concerning such transactions.

10.5 Furthermore, Bitpace reserves the right to delay or refuse to fulfil any order or complete any transaction if, in our sole discretion, we perceive there to be a risk of fraud or illegal activity or where we have reasonable grounds to suspect an error may have been made. Bitpace shall have no liability to you concerning any delay in or non-completion of such transaction.

10.6 Unless otherwise required, Bitpace will make all efforts on reasonable grounds to ensure your requests for the orders and transactions performed via Bitpace are processed in a timely manner. Still, Bitpace makes no representations or warranty on the time needed to complete the processing of an order or transactions with or related to crypto-assets, which may be contingent and consequential to many other dependencies, such as mining time, blockchain transaction confirmations, or hard-fork instances.

10.7 When using Bitpace services you agree to the following (to the extent applicable):

(i) Bitpace may execute your order by matching it with other client orders or on an external exchange or liquidity provider;
(ii) while typically not aggregating orders, Bitpace may do so if it benefits you and clients concerned or results in a materially equal outcome;
(iii) Bitpace does not act as your broker, adviser, or in any fiduciary capacity. Any information provided is not advice;
(iv) you will receive a quote and updates on changes before confirming your order; the quote and final outcome may be subject to market conditions;
(v) the quoted exchange rate from Bitpace is the sole rate applicable to your order, even if it differs from rates seen elsewhere;
(vi) if the order is final, this would mean that you have accepted the quoted exchange rate, including its components;
(vii) volume limits may apply per order and/or transaction;
(viii) Bitpace does not guarantee uninterrupted service availability;
(ix) before confirming, ensure the crypto-asset amount is correct and you agree to the quoted rate; confirmed instructions and orders from you will be considered your final order or instruction;
(x) executed orders and/or transactions cannot be reversed.

10.8 You should be aware that, in accordance with MiCA (to the extent MiCA is applicable to the given supported crypto-assets and to us):

(i) Exchange of supported crypto-assets (“exchange service”) for either fiat funds or other supported crypto-assets happens when we buy or sell those crypto-assets from or to you, respectively, using our own capital for other supported crypto-assets, also using our own capital;
(ii) Executing orders for supported crypto-assets on your behalf (“execution service”) occurs when we agree, on your behalf, to buy or sell one or more supported crypto-assets, or to subscribe on your behalf for one or more supported crypto-assets. This includes concluding contracts to sell crypto-assets when they are offered to the public or admitted to trading.

10.9 Sections 11 and 12 are particularly pertinent to the exchange and execution services. However, be aware that this section 10 and other terms within these Standard Terms may also apply to these services.

10.10 For clarity, when you place an order or enter into a transaction for exchange/buy or sale with us, using our Bitpace platform, or API, we will, at all times, act as your sole counterparty. Furthermore, should we pool or aggregate client orders, we will still serve as the counterparty of you and each individual client as if your order and those of the other clients were unaggregated.

11. Exchange Service Particulars

11.1 You should be aware that we will maintain an internal non-discriminatory commercial policy that indicates, in particular, the type of clients we will agree to transact with and the conditions that shall be met by such clients.

11.2 When we provide you with the service of exchanging crypto-assets for fiat funds or other crypto-assets we will publish within the Bitpace platform or the website or otherwise notify you, the price of the supported crypto-assets or a method for determining their price that we propose to exchange for fiat funds or other crypto-assets, and any applicable limit determined by us (if any) on the amount to be exchanged.

11.3 When providing the exchange service, we will execute your orders at the prices displayed or otherwise notified to you at the time when the order for exchange is final. We will inform you or otherwise display the conditions for your order to be deemed final.

12. Execution Service Particulars

12.1 We may operate on principal risk basis (acting as principal with inherent financial risk) or on riskless principal basis (acting to fill a client order without taking on significant risk). Unless explicitly stated otherwise, we will generally operate on a riskless principal basis.

12.2 When you transact with Bitpace, you agree that your orders may be executed on an OTC basis, rather than on a formal execution venue or trading platform. You also authorise us to execute your orders through a liquidity provider outside of a formal execution venue or a trading platform, provided we take all reasonable steps to achieve the best possible outcome for you. This means you may be exposed to greater risks. For instance, Bitpace might not be able to execute an order, or the opening/closing price of an order could change due to technical failures in our systems or the feed quotes received. Unless you explicitly inform us otherwise, if you place an order with us, we will consider this as your consent for us to execute your order on an OTC basis, which is outside of a formal execution venue or trading platform.

12.3 You should be aware that OTC execution carries various consequences, including potential counterparty credit risk, as you would be dealing with a counterparty rather than a formal execution venue. If you require further information about these consequences, please contact us in writing.

12.4 Nevertheless, when the execution service is provided to you, we will execute your order to buy and sell supported crypto-assets, in accordance with our Order Execution Policy, which may be subject to change from time to time. You are required to consent to our Order Execution Policy before we are able to act on your behalf, which consent you will be deemed to have given by signifying acceptance of these Standard Terms and by placing an order to buy or sell supported crypto-assets through us.

12.5 We will monitor the effectiveness of our execution arrangements and our Order Execution Policy in order to identify and, where appropriate, correct any deficiencies in that respect or amend such a policy, from time to time. You will be notified of changes to Order Execution Policy, including by way of posting our updated policy on our website, which you will be deemed to have given by placing an order to buy or sell supported crypto-assets through us after the publication date of the updated policy.

12.6 We will have the obligation to take all necessary steps to obtain, while executing orders, the best possible result for our clients taking into account factors of price, costs, speed, likelihood of execution and settlement, size, nature, conditions of custody of the supported crypto-assets or any other consideration relevant to the execution of the order.

12.7 Notwithstanding the foregoing, we will owe you best execution obligations, unless you provide us with specific instructions (in respect of the elements covered by those instructions) or, to the extent permitted by applicable law and in accordance to our in accordance with our Order Execution Policy, we have explicitly informed you that best execution does not apply to a particular transaction, along with our rationale.

12.8 You may place orders for buying or selling supported crypto-assets, with the characteristics and limitations that we notify you or otherwise publish in our Bitpace platform or via our API, from time to time. In deciding to place orders with us, we further stress that you will rely solely on your own judgment or that of your advisers.

12.9 We shall use our best efforts to process the orders received from you as soon as possible.

12.10 In both instances, when we execute your orders on an OTC basis or on a formal execution venue, unless otherwise stated to you, we will still act as the sole principal to you, and we will also act as the principal in relation to the corresponding liquidity providers or formal execution venue.

12.11 Upon execution, orders executed on a formal execution venue or trading platform would be settled in accordance with the execution venue’s settlement rules and procedures.

12.12 When we execute your order by simultaneously offsetting it with another counterparty (such as a liquidity provider or formal execution venue), we are your counterparty, but we do not carry the risk ourselves. Delivery of crypto-assets or fiat funds depends on the given liquidity provider or formal execution venue, and we will transfer what we receive from them when we receive it.

12.13 We will inform you to the extent this information can be controlled by us, about changes regarding the times of provision of the execution service, maximum and minimum transaction amounts, availability of the price of the supported crypto-asset.

12.14 As generally mentioned, you acknowledge that the prices of the supported crypto-assets shown through the Bitpace platform or as otherwise communicated to you by our OTC desk are indicative and may differ from the prices of the supported crypto-assets available through other sources that you may consult.

12.15 We obtain buy and sell prices for supported crypto-assets from independent third-party providers and do not participate in their setting or validation. Therefore, until the price of an order becomes final, we are not liable if a published price differs from such a final price. Moreover, you acknowledge and agree that Bitpace’s supported crypto-asset prices, until final, are indicative and may differ from prices elsewhere.

13. Transfer Service and Inbound Transfers’ Particulars

13.1 This section 13 addresses both outbound transfers, where Bitpace provides the transfer services (as detailed in section 13.2), and inbound transfers, where Bitpace receives supported crypto-assets for the purpose of providing services under these Standard Terms.

13.2 When we provide you with transfer services for supported crypto-assets, we will transfer those crypto-assets on your behalf from one distributed ledger address or account to another. A “distributed ledger address” is an alphanumeric code that identifies an address on a network using distributed ledger technology (DLT) or similar technology, where supported crypto-assets can be sent or received. We will generally refer to this as a “wallet address” for simplicity (and unless the context otherwise requires), though a distributed ledger is a more generic term.

13.3 You are responsible for making sure the information you provide for transfers is correct, especially the wallet address and any other necessary details (like a destination tag/memo).

13.4 In particular, as some transfers require a destination tag/memo, which is an additional address feature for identifying a transfer’s and more generally a transaction’s recipient, when such a feature is expected from you, it would be your sole responsibility to determine if a destination tag/memo is required and to provide the correct one.

13.5 For clarity, once an outbound transfer starts, and, as applicable to an inbound transfer from you to us, you cannot get refunds or change the wallet address. Bitpace is not responsible for any losses that happen because of wrong wallet addresses, details (like a destination tag/memo), or any other incorrect or fraudulent information you give us. Wrong or fraudulent information can lead to losing your crypto-assets permanently because transfers, or more broadly, transactions, often cannot be undone. Losses from wrong, fraudulent or accidental transactions upon your instructions might also not be recoverable.

13.6 Bitpace’s liability for transfer services is limited to improperly executed supported crypto-asset transfers attributable to us. Our total liability will not exceed the market value of the crypto-assets at the time of transfer.

13.7 Moreover, you, on your behalf and on behalf of your customers, agree to indemnify Bitpace from any liability or harm from transfers performed with fraudulent or incorrect information provided by you or your customers, and you will reimburse Bitpace for all related costs and expenses, even within twelve (12) months after these Standard Terms’ termination.

13.8 Bitpace may limit transfer services to these circumstances:

(i) At your request, Bitpace will transfer your supported crypto-assets to the external wallet address provided by you.
(ii) To your successor in title, upon their request, following probate proceedings.
(iii) To a person or authority as required by a legal obligation, court ruling, regulatory or administrative order (e.g., a seizure order). In such cases, you cannot sell or request the return of seized crypto-assets, and Bitpace will transfer them as instructed. Bitpace is not liable for damages resulting from compliance with such orders.

13.9 You can generally manage transfer requests anytime through the Bitpace platform, requiring user authentication. In some cases, our team can process requests directly. Bitpace platform security includes encrypted communication (transport layer security (TLS 1.2 ) or higher) for data in transit and encryption for stored transfer information. For crypto-asset transfers assisted by our team, security protocols include multi-factor authentication (MFA) for team members, role-based access controls (RBAC), continuous network traffic monitoring, and regular cybersecurity audit sessions. We reserve the right to update security protocols, and related metadata and records of each transfer will be kept as per applicable regulations.

13.10 If you confirm the terms of a transfer request, Bitpace is entitled to debit or block an amount held at Bitpace to cover the transfer request plus applicable fees, taxes, and commissions until the transaction is settled. You authorise Bitpace to block the necessary amount for the requested transaction.

13.11 Bitpace reserves the right not to execute a transfer request when there are doubts about the originator’s identity or other defects in the request.

13.12 Bitpace may limit the process of transfer of supported crypto-assets and change the maximum and minimum quantitative limits of orders you can place. Limits will be agreed upon with you, unless they depend on factors outside of our control. Limits will generally be shown on the Bitpace platform.

13.13 In the event of a market disruption or a force majeure event (e.g., health or humanitarian crisis, terrorist action, war, riot, insurrection, natural disaster, labour disputes, system failure, power interruption), Bitpace may suspend access to the transfer service or prevent actions through the Bitpace platform or API. Bitpace bears no liability for damages arising from such actions.

13.14 Regarding inbound transfers of supported crypto-assets, Bitpace will specify the destination wallet address. The wallet address will only be credited with supported crypto-assets received at the Bitpace-generated wallet address, and if required, with the correct destination tag/memo and/or any other necessary specifications.

13.15 To be clear, you agree that inbound transfers of unsupported networks/crypto-assets or those performed using the wrong network/crypto-asset will not be recoverable or refundable, and you will bear any resulting losses.

13.16 When Bitpace provides a wallet address for an inbound crypto-asset transfer, it allows you to monitor your crypto-asset balances. Wallet addresses provided by Bitpace are exclusively managed and controlled by Bitpace and are solely for you and your customers to make crypto-asset payments and/or deposits via Bitpace, or for you to use Bitpace services. Bitpace does not provide self-custody wallet addresses. Refer to the Custody and Administration section for more information.

13.17 Save as otherwise specified, when Bitpace allocates a wallet address to you, Bitpace authorises you to use this wallet address exclusively for the restricted purposes specified above. However, you acknowledge that even if a wallet address is dedicated or otherwise associated solely with you and your customers, the wallet address itself is not owned or controlled by you.

13.18 Although we have procedures to transfer your supported crypto-assets swiftly, we may prevent, condition, or delay the transfer if it is necessary for its own protection and/or the protection of our other clients, or to fulfil legal or contractual obligations.

13.19 To avoid ambiguity, and furthermore, we reserve the right to suspend, reject or refuse to undergo a transfer from or to a given wallet address or otherwise block a transaction in cases such as, but not limited to:

(i) in compliance with our internal transfer procedures and applicable regulations;
(ii) to protect ourselves and our clients from fraud and other financial crime instances;
(iii) if we consider that the information provided by you to make a supported crypto-asset transfer is incorrect, false, outdated or incomplete;
(iv) when transferring or attempting to transfer supported crypto-assets to an unverified or unverifiable wallet address in accordance with anti-money laundering regulations or Bitpace’s internal policies;
(v) where we identify, in our sole discretion, that the wallet address to which the supported crypto-assets are intended to be transferred or any other in the chain leading to such wallet address, is associated with any illegal, unlawful or unreasonable behaviour in accordance with applicable regulations and Bitpace’s internal policies;
(vi) when we have reasonable grounds to believe that the transfer will be made to a wallet address located or controlled in a restricted territory or non-serviced territory (as determined by Bitpace from time to time);
(vii) in any case, when a transfer might be restricted and limited by charges or encumbrances.

13.20 We draw your attention to our obligations under the travel rule. Full cooperation is expected from you, and from any crypto-asset or virtual asset service providers involved in a transfer from us to you or from you to us. This is to ensure that all necessary information is provided by us and you (or such other service providers, part of the transfer’s processing).

14. Custody and Administration Particulars

14.1 We may provide safekeeping and control of supported crypto-assets on your behalf. This service is typically ancillary to our other offerings and is not generally offered as a standalone service. To this end, unless otherwise agreed between you and us, you cannot contract this service individually.

14.2 Our Custody Policy details Bitpace’s internal rules and procedures for the safekeeping, control, and access to supported crypto-assets. A summary of this policy would be provided along with the corresponding service agreement and would be also made available electronically upon request.

14.3 This service will be provided through either omnibus or individualised wallet addresses. In both cases, private cryptographic keys that solely manage these addresses will be controlled by us.

14.4 As Bitpace retains full control of these private cryptographic keys, you will not have direct access to the private keys of the corresponding wallet address that control and safeguard your supported crypto-assets.

14.5 If Bitpace holds your supported crypto-assets in an omnibus wallet address, grouped with those of other Bitpace merchants, you will not be entitled to any specific crypto-asset. Instead, in accordance with applicable laws, regulations, and these Standard Terms, you will be entitled to a corresponding number of crypto-assets of the same description and amount, or as otherwise specified in these Standard Terms and/or in the corresponding service agreement.

14.6 We may be responsible for losses of your supported crypto-assets under our custody and administration resulting from incidents related to information and communication technology (ICT), such as cyber-attacks, theft, or malfunctions, to the extent they are directly caused by an incident that can be attributed to us. For clarity, those losses shall not be deemed to have been caused by an incident attributable to us if it has been caused by an event beyond our control or occurring independently of our service provision or operations, such as, but not limited to, problems inherent in the operation of a distributed ledger that we do not control.

14.7 Notwithstanding the foregoing, where a loss is attributable to us, our liability is capped at the market value of the lost crypto-asset at the time the loss occurred.

 

14.8 We will:

(i) maintain a register of positions, detailing your rights on those crypto-assets; any movements based on your instructions will be recorded in this register promptly;
(ii) facilitate the exercise of the rights attached to your supported crypto-assets, where applicable, any event likely to create or modify those rights shall immediately be recorded in the register of positions;
(iii) upon your request, provide you with a quarterly electronic statement detailing your crypto-asset positions (identification, balance, value, and transfers); you can also download this information from the Bitpace platform;
(iv) furnish information about crypto-asset operations requiring your response as soon as possible.

14.9 You are informed that Bitpace may receive crypto-assets that are beyond its control (such as “airdrops”, which is a method of distributing crypto-assets) at the wallet address allocated to you (as the case may be). Consequently, there is a risk that crypto-assets from airdrops may be lost. Bitpace has no liability for such losses. In the event that Bitpace is able to reflect the airdrops in the position register, you would be able to see them on the Bitpace platform, and/or we may send notice to you to that effect.

14.10 We will ensure that necessary procedures are in place to return supported crypto-assets held on your behalf, or the means of access, as soon as possible.

14.11 Bitpace may discontinue providing custody and administration services for any reason, in whole or in part, or for any supported crypto-asset. If this happens, you can instruct Bitpace to transfer your crypto-assets to your own distributed registry address or to exchange or sell them.

14.12 We are committed to keeping you informed about the rights associated with the crypto-assets we hold for you. We will do this by providing publicly available information from the relevant crypto-asset white papers on our website, where there are changes to the underlying distributed ledger technology or any other event likely to create or modify your rights (among others, forks, protocol updates, chain splits, or any other similar event that generates new crypto-assets or modifies the rights associated with supported crypto-assets held in custody by Bitpace).

14.13 You acknowledge and agree that, unless otherwise specified to the extent permitted by applicable law, we will not grant you any interest on the supported crypto-asset held by us on your behalf.

14.14 In connection with the foregoing, you acknowledge and agree that you shall not be entitled to any new crypto-assets or any rights newly created on the basis and to the extent of your positions at the time of the occurrence of that change or event, unless Bitpace, at its sole discretion, decides to bear the alter or distribute the new crypto-assets to you.

15. Safekeeping of Supported Crypto-Assets and Fiat Funds

15.1 When we hold your supported crypto-assets or the means to access them, we are obliged to protect them. This includes implementing the necessary procedures and measures to ensure these assets are adequately safeguarded and not misused. We commit to securing your supported crypto-assets through industry-leading protocols, continuous monitoring, and regulatory adherence. This includes multi-signature authentication, advanced encryption, rigorous access control, and regular vulnerability remediation.

15.2 You are informed that for our custody and administration service, we will use secure, external platforms and ICT systems for custody. These technology infrastructures and their systems use advanced cryptography like Multi-Party Computation – Cryptographic Message Protocol (MPC-CMP) or similar technologies to protect your crypto-assets by ensuring transactions are signed without a single private key being held in one place.

15.3 We will hold your supported crypto-assets separately from our own. We will ensure they are not used for our own account, are clearly identified on the distributed ledger, and are segregated from our holdings.

15.4 Moreover, we will make adequate arrangements to safeguard the ownership rights of your supported crypto-assets, especially in the event of our insolvency, and to prevent your supported crypto-assets from being used on our own account.

15.5 If we hold any of your fiat funds, such as when you advance them for a supported crypto-asset transaction or when we exchange/sell your supported crypto-assets to fiat funds, we will safeguard your ownership rights and ensure these fiat funds are not used for our own purposes. In this regard, we will, by the end of the business day following the day on which your fiat funds were received by us, place those fiat funds with a credit institution or a bank. This is provided that those fiat funds still remain at Bitpace at such specific time, and if they are not already allocated or otherwise committed to an initiated supported crypto-asset transaction requested by you or in the process of withdrawal or return to you.

15.6 We will take all necessary steps to ensure that clients’ fiat funds held with a credit institution or a bank are held in an account separately identifiable from any accounts used to hold fiat funds belonging to us.

15.7 We maintain adequate financial resources to cover operational risks related to our services. These risks can be covered, at the sole election of Bitpace, by an insurance policy, a reserve of our own capital, or a combination of both.

15.8 We are committed to conducting thorough due diligence in the selection and ongoing monitoring of our ICT technology providers for wallet addresses and financial service providers, including credit institutions, banks, and insurers. Our process will involve rigorous selection and oversight of all such providers. To this end, we implement a comprehensive approach to these providers, which also includes, among other things, risk assessments and business continuity plans.

15.9 However, please be aware that if Bitpace becomes insolvent, you might not recover your fiat funds or supported crypto-assets. This risk exists even with segregated fiat funds and supported crypto-assets, capital requirements, or insurance. For example, in insolvency proceedings involving us or a bank holding your fiat funds, your ownership might not be recognised, leaving you with an unsecured claim that may not be, in full or in part, covered.

15.10 Furthermore, subject to our legal and regulatory obligations, we are not liable for any default by a credit institution, bank, insurer, or other financial institution that holds your fiat funds or through which transactions are conducted. We will only be liable for losses directly arising from our gross negligence, wilful default, or fraud.

16. DLTs, Underlying Protocols

16.1 When you use Bitpace to send or receive supported crypto-assets, each transaction must be confirmed and recorded in the DLT associated with the relevant supported crypto-asset. The corresponding DLT is solely responsible for verifying and confirming any such transactions.

16.2 Bitpace cannot confirm, cancel or reverse a transaction on a DLT other than confirming to you that the DLT has completed the transaction. You accept and agree that:

(i) once submitted to a DLT, a transaction will be unconfirmed and pending for as long as its confirmation by the network is received. A transaction is not considered complete while in a pending state. Fiat funds committed with pending transactions cannot be credited to you or be otherwise made available to you to conduct other transactions; and
(ii) when you send supported crypto-assets, you are authorising us to submit your transaction request to the relevant DLT. Once a transaction request has been submitted to the relevant DLT, the named DLT will automatically complete or reject the request, and neither you nor Bitpace will be able to cancel or otherwise modify your transaction.

16.3 In relation to the underlying software protocols that govern the operation of the supported crypto-asset, the named protocols are open source (anyone can use, copy, modify, and distribute them, and Bitpace has no ownership of or control over these protocols), you acknowledge and agree that:

(i) Bitpace is not responsible for the operation of any crypto-assets networks or DLTs’ underlying software protocols and makes no guarantee as to their availability, security, or functionality;
(ii) the underlying software protocols are subject to sudden changes in operating rules (known as “forks”), and such forks may materially affect the value, function, and/or name of a crypto-asset. Should a fork occur, we may, with or without notice to you, temporarily suspend our operations and, in our sole discretion, decide whether or not to support either branch of the forked protocol or the entire protocol; and
(iii) in the event Bitpace decides not to support a branch of a forked protocol, Bitpace assumes absolutely no responsibility whatsoever in respect of an unsupported branch of a forked protocol.

16.4 Section 16.3 shall also apply to similar events, including, among others, protocol updates, chain splits, that generates new crypto-assets or modifies the rights associated with supported crypto-assets.

16.5 Unless specifically announced on this website, supported crypto-assets exclude any other protocols and/or functionality(-ies) that supplement or interact with the supported crypto-asset. You acknowledge and agree that supplemental protocols are excluded from supported crypto-assets and that Bitpace shall bear no liability for any losses related to supplementary protocols. Furthermore, you acknowledge and agree that you should not use Bitpace to attempt to receive, request, send, store, or engage in any engagement or functionality involving any such protocol. Any attempt to do so will result in the loss of the relevant item.

17. Bitpace Platform and API

17.1 Some of our services will comprise the relevant and any associated documentation or materials made available to the merchant by us.

17.2 It is the merchant’s responsibility to keep any API keys, passwords, or other credentials related to the Bitpace platform and API secure, and the merchant takes full responsibility for all requests made via or over the Bitpace platform and API, whether authorised by the merchant or not.

17.3 We may set and enforce limits on the Bitpace platform and the API. You accept and agree that any circumvention of, or attempt to circumvent such limits or any use of the services that may adversely affect the Bitpace platform or API and/or other users of the website and/or the sandbox results in us, in our sole discretion, revoking or disabling access or use (as applicable) to the Bitpace platform, the API, and/or any provided sandbox environment.

17.4 The merchant is permitted to integrate and use the API in a closed environment for the merchant’s end-customers/end-users and will not be allowed to redistribute, make available, sub-licence or sell any data or functionality provided to the merchant by or via Bitpace platform or API without the prior written consent of Bitpace.

17.5 Technical support queries for the Bitpace platform and the API shall be addressed to [email protected] or referred to Bitpace via the separately agreed-upon by you and us channel(s) of communication.

17.6 Bitpace strives to make the Bitpace platform and/or API, within a production environment, excluding sandboxes or similar testing environments (each a “covered system“), available 24/7. For chargeable services accessed via a covered system, Bitpace targets a 99.8% monthly uptime. The minimum monthly uptime (“MUP”) would be calculated by taking the total minutes in a month, subtracting the total minutes of non-excluded downtime or unavailability of the covered system, and dividing that number by the total minutes in the month, then multiplying by 100.

17.7 This service commitment does not cover, and the calculation of the 98.9% referenced target will therefore exclude, downtime or unavailability caused by:

(i) your or third-party equipment/software (including blockchain protocols or non-Bitpace-approved modifications);
(ii) any decreased availability or scheduled downtime due to planned and/or emergency maintenance;
(iii) when we need your involvement and you lack participation in incident resolution;
(iv) outages you request;
(v) security threats (like cyberattacks, including DDoS attacks);
(vi) actions taken by Bitpace at your request;
(vii) factors beyond Bitpace’s control (like natural disasters, strikes, or other force majeure events);
(viii) internet/power problems outside Bitpace’s hosting facilities or a failure in local access facilities connecting you to the network;
(ix) required testing;
(x) your breach of these Standard Terms, the service agreement, or permitted suspension/termination of our services to you;
(xi) any failure or fault in your systems;
(xii) any failure by you to use the then current version of the relevant covered system or any improper use, misuse or unauthorised alteration by you (or any of your third parties) of the covered system;
(xiii) fraud events (by you and/or any third-party engaged by you); or
(xiv) your negligence or willful misconduct;
(xv) any act or omission by you, or your engaged third parties, including (a) inadequate access or information, (b) preventing Bitpace’s recommended remedies, or (c) causing service level failures (e.g., deliberate acts).

18. Prohibitions

18.1 You are not authorised to access this website or sandbox environment for the purpose of monitoring its availability, performance, and functionality or for any other benchmarking or competitive purposes.

18.2 You are not permitted to violate or abuse password protections governing access to our services or use our website, the sandbox environment or our services for any purpose not expressly specified in these Standard Terms and the service agreement signed with Bitpace (where applicable).

18.3 Without limiting the foregoing, you agree, guarantee and warrant not to engage or attempt to engage, directly or indirectly, in any activity or transmit any information that:

(i) is illegal or violates any applicable law or regulation; or
(ii) violates any third-party’s right(s), including, but not limited to, the right of privacy, right of publicity, or any intellectual property or proprietary rights; or
(iii) is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, discriminatory, vulgar, or otherwise objectionable; or
(iv) is commercial in a way that violates these Standard Terms; or
(v) falsely states, misrepresents, or conceals your identity or affiliation with another person or entity; or
(vi) distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment; or
(vii) interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the website, the servers or networks connected to the website, or the sandbox environment, or any of the services provided by us; or
(viii) is for the sale or provision of any counterfeit, illegal or unauthorised products or services, provision of arms, defence or dual-use goods, pharmaceutical products (regulated or unregulated); or
(ix) accesses without permission our proprietary or confidential records, those of anyone else; or
(x) removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of this website or our online systems or facilities; or
(xi) licence, sub-licence, sell, resell, rent, lease, transfer, distribute or time share or otherwise make any portion of our services available for access by third parties except as otherwise expressly permitted by us in these Standard Terms or in writing.

18.4 Furthermore, the use of the website, the sandbox environment or our services that directly or indirectly is intended to perform any criminal activity of any kind, including but not limited to bribery, money laundering, terrorist financing, extortion, fraud, malicious hacking or cyberattacks, is strictly forbidden and against Bitpace’s policies. To this end, you are not authorised to use our services to enable illicit activities or to buy or transfer crypto-assets from or via Bitpace for ransom payments or the like.

19. Digital Operational Resilience

19.1 Bitpace is obligated to take all reasonable steps to ensure continuity and regularity in the performance of our services. To that end, we take Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (“DORA”) very seriously.

19.2 Among other measures, we employ or have (i) appropriate and proportionate resources and procedures, including resilient and secure ICT systems; (ii) an internal business continuity policy to ensure the preservation of essential data and functions and the maintenance or timely recovery of our services during ICT interruptions; (iii) mechanisms, systems, and procedures for risk assessment, which we regularly monitor and evaluate for adequacy and effectiveness; (iv) systems and procedures to safeguard data availability, authenticity, integrity, and confidentiality.

19.3 Moreover, we engage in due diligence, risk assessment, and continuous monitoring of third-party ICT providers. Our contracts with these providers shall include specific clauses that comply with DORA, and we maintain robust security measures and incident reporting protocols, among other safeguards. To the extent applicable and practicable, we take similar measures for other non-ICT ongoing services provided by a third party to us.

19.4 If you notice an ICT incident related to us, report it immediately to [email protected] or our agreed communication channel. Provide all known details about the incident and its impact, and follow any instructions from us or the competent authority. Do not delete or alter evidence, and if your device is involved, disconnect it from the network to prevent further spread.

20. Security Obligations

20.1 If you choose, or you are provided with, a user identification code, API keys, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party or allow a third party to use our website, the sandbox environment, or our services on your behalf or using your credentials, except for your employees and contractors that need such access and only after informing them of the content of these Standard Terms.

20.2 You also agree that you are solely responsible and liable for any activities that occur under your use of this website, the sandbox environment, and our services and for any harm caused to us and resulting from such usage. Any breach of these Standard Terms by anyone accessing our website, the sandbox environment or our services using your access details shall be treated as your own breach of these Standard Terms.

20.3 We have the right to disable any user identification code, account or password, whether chosen by you or allocated by us, at any time, without notice and for any reason.

20.4 You are solely responsible for keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security and maintaining security and control over the designated email mailbox, phone number and two-factor authentication (“2FA”) (as applicable) or devices associated with your use of the website, sandbox environment or our services and/or any given payment method used.

20.5 You are solely responsible for reviewing messages purporting to originate from Bitpace. Should you have any uncertainty regarding the authenticity of any communication, you should contact us at [email protected] to confirm the authenticity and review any transactions or required actions.

20.6 You agree that you will not, nor will you authorise or assist others to circumvent, disable or otherwise interfere with security-related features of this website, the sandbox environment and/or our services or features that enforce limitations on the use of any of the latter.

20.7 Unless otherwise mandated by applicable law or due to our gross negligence or wilful misconduct, Bitpace cannot be held responsible for a loss of fiat funds or crypto-assets related to any scam or phishing schemes you might have been involved in or subject to. Regardless, we will endeavour to help prevent such situations and assist you in securing your account.

20.8 If you know or suspect that anyone other than you knows your user account details, identification code or password, you are obligated to notify us at [email protected] immediately.

21. Confidential Information

21.1 Our communications to you, the sandbox environment, the API, our services and any supporting documentation may contain our confidential information (regardless of whether marked as confidential).

21.2 We will treat all information we hold about you or your account or transactions as confidential.

21.3 You and Bitpace (each a “recipient” or a “discloser”, as applicable) agree that:

(i) the recipient will treat all the confidential information as strictly confidential and use the same degree of care to prevent disclosure of the confidential information as the recipient would use with respect to the recipient’s own most confidential and proprietary information;
(ii) the recipient will use the discloser’s confidential information solely for the purpose for which it is provided; and
(iii) the recipient may disclose certain confidential information to its affiliates, or to regulators and governmental agencies, in any jurisdiction, where the recipient is required to do so by applicable laws and regulations or court order or by a regulator or competent authority; or where there is a public duty to disclose; or with the discloser’s consent.

21.4 In any case and to the extent permitted by applicable law, the recipient shall ensure that the person or persons to whom confidential information is disclosed are subject to the same or stricter confidentiality obligations with regard to the confidential information as those imposed on the recipient under the present section.

21.5 Confidential information shall not include any information that:

(i) was or becomes generally known to the public through no fault or breach of these Standard Terms by the recipient;
(ii) was rightfully in the recipient’s possession at the time of disclosure without restriction on use or disclosure;
(iii) was independently developed by the recipient without use of the discloser’s confidential information; or
(iv) was rightfully obtained by the recipient from a third party not under a duty of confidentiality and without restriction on use or disclosure.

21.6 You will not, without our prior written consent in each instance:

(i) use in advertising, publicity, monitoring or other promotional materials or activities the name, trade name, trade mark, service mark, symbol or any abbreviations, contraction or simulation thereof, of Bitpace or our affiliates or their respective partners or employees; or
(ii) represent directly or indirectly that any service provided by you has been approved or endorsed by us.

21.7 All our confidential information is and remains our property, and, except as expressly provided in these Standard Terms, no licence or other right in any of our confidential information shall be granted to you. Upon termination or revocation of your registration with us and upon our written request at any time, you will destroy or return to us all our confidential information in your custody or control.

21.8 Neither you nor Bitpace shall make any public announcements relating to your use of the website, the sandbox or the provision of our services to you, except with the other party’s prior written consent, or when required by applicable law or these Standard Terms, such as those but not limited to, regulatory information disclosures, reporting on operational or security incidents, market abuse prevention, and investor protection.

21.9 The confidentiality obligations set in this section 21 shall survive termination of these Standard Terms with regard to any confidential information remaining with the recipient.

22. How We May Use Your Personal Information

22.1 We will only use your personal information (and, where applicable, people connected to your business, such as beneficial owners, directors or users, and your end-customers) as set out in our Privacy Policy.

22.2 We may request from you any information and documentation that we consider necessary to comply with our obligations for identity verification and financial crime prevention, including fraud and money laundering monitoring.

22.3 You agree that you or the merchant you represent act as a controller with respect to any personal data you provide to us and represent and warrant that, where you are proving to us the personal data of any individual, such individual has been informed of and, if applicable, has given their consent to the collection, storage, processing and use of their personal data as per our Privacy Policy and that they have been informed of their rights concerning their personal data which is collected, stored, processed and used following our Privacy Policy.

22.4 You acknowledge and agree that we rely on the personal data provided to us or available to us in carrying out our obligations under the law and these Standard Terms and that you undertake to provide us with updates as to the personal data provided, such that the personal data remains current and accurate.

22.5 You acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to or via the sandbox environment may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. By using the website, the sandbox environment and/or our services, you consent to have your personal data transferred to and processed by us in accordance with our Privacy Policy.

23. Conflicts of Interest

23.1 Situations may arise where our interests, or those of our staff or our affiliates, conflict with your interests or where your interests conflict with those of our other users or customers.

23.2 We deal with conflicts of interest in accordance with our Conflicts of Interest Policy. Key details of this policy are highlighted in our Conflicts of Interest Disclosure.

23.3 Whilst we take all appropriate steps to identify and prevent or manage conflicts of interest where we are not reasonably confident that our arrangements are sufficient to ensure that the risk of damage to your interests will be prevented, we will disclose to you the nature of the conflict and the steps that we have taken to mitigate the risk before undertaking business with you.

24. Intellectual Property Rights and Limited Licence

24.1 We are the owner or the licensee of all intellectual property rights in our online systems, website Bitpace platform, API, sandbox environment, API documentation, our services, their components thereof and in the material published by us or otherwise may be available by us to you. Those works (as well as any trademarks, service marks, patents, designs, know-how, trade secrets, database rights, and other intellectual property rights) are protected by copyright laws or intellectual property laws and treaties around the world. All such rights are reserved. Nothing in these Standard Terms constitutes a waiver of Bitpace’s intellectual property rights under any law.

24.2 To be clear, all present and future rights in and to domains, sub-domains, trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works, and any know-how, including rights in and to all applications and registrations relating to the website and the sandbox environment and/or the services, shall at all times be and remain the sole and exclusive property of Bitpace or its authorised licensors (as applicable).

24.3 Upon your acceptance of these Standard Terms, and unless otherwise permitted by us to you in writing, we grant you a limited, non-exclusive and non-transferable licence to access and use the website (and the sandbox environment if you have registered with us) only as expressly permitted by us to you in writing and in these Standard Terms. You shall not use or permit the use of this website or the sandbox environment in any manner inconsistent with the provisions of these Standard Terms. We may include restrictions and requirements that outline the features so that you can access a specific functionality of the website or the sandbox environment.

24.4 Any violation by you of the licence provisions contained in this section may result in the immediate termination of your right to use the website and the sandbox environment, as well as potential liability for copyright infringement, intellectual property rights infringement or other claims depending on the circumstances.

24.5 You may draw the attention of others within your business organisation to content posted on our website, as well as share information about our website and our services with third parties that you know might be interested in using our services.

24.6 The trademarks, logos, taglines, and service marks (whether registered or unregistered) displayed on this website and the sandbox environment that relate to Bitpace may not be used in any advertising or publicity or otherwise to indicate Bitpace’s sponsorship of or affiliation with any product, service, event, or organisation without Bitpace’s prior expressed written permission.

24.7 Our status (and that of any identified contributors) as the authors of content on our website must always be acknowledged.

24.8 You must not use any part of the content on our website, the sandbox environment or our services for commercial purposes without obtaining a licence to do so from us or our licensors.

24.9 If Bitpace receives any feedback regarding this website, the sandbox environment and/or our services, all rights, including intellectual property rights in such feedback, shall belong exclusively to Bitpace. To the maximum extent permitted by applicable law, you irrevocably and unconditionally transfer and assign to Bitpace all intellectual property rights it has in such feedback and waive any and all moral rights that a Licensee may have in respect to it.

24.10 Portions of this website, the sandbox environment or our services may include third-party open-source software that is subject to third-party terms and conditions. If there is a conflict between any third-party terms and these Standard Terms, then the third-party terms shall prevail, but solely in connection with the related third-party open-source software. Bitpace makes no warranty or indemnity hereunder with respect to any open-source software.

24.11 While using our website, the sandbox environment and our services, you may choose to provide, upload, import, transmit, post, or make accessible certain data to Bitpace. You grant Bitpace a royalty-free, irrevocable, non-exclusive licence to use, process, display, copy and store such data in order to:

(i) provide our services to you;
(ii) administer and make improvements to our website, the sandbox environment and/or our service; and
(iii) collect and analyse anonymous information.

24.12 You are solely responsible for the backup of such data, and you alone can implement backup plans and safeguards appropriate for your requirements. To the extent that data includes any personal data, you should refer to our Privacy Policy.

25 “As Is” and “As Available” Basis 

25.1 The website and the sandbox environment are provided on an “as is” and “as available” basis. They may contain errors or inaccuracies that could lead to failures, including but not limited to data corruption or loss of data from the sandbox environment and connected peripherals (including, without limitation, servers and other hardware/IT equipment).

25.2 Except for the Bitpace platform and API, where a service agreement exists, and subject to applicable law and these Standard Terms, we are not obliged to provide any maintenance, technical, or other support for this website or the sandbox environment. All activities undertaken by you using or accessing this website or the sandbox environment are at your own risk.

25.3 While we are committed to maintain commercially reasonable uptime for our Bitpace platform and API (production environment) and to actively work to resolve errors and inaccuracies in a timely manner, to the maximum extent permitted by applicable law, we and our affiliates make no other warranties, representations, or assurances, including as to availability, accuracy, completeness, results, functionality, reliability, performance, timeliness, non-infringement, suitability, quality, merchantability, or fitness for a particular purpose. All other representations, warranties, and assurances (statutory, implied, or otherwise) are excluded.

25.4 Furthermore, we do not guarantee uninterrupted and/or error-free access to the website (and therefore the API and the Bitpace platform) and services made available by us. Moreover, we do not guarantee the results that may be derived from the use of any online facilities made available to you by us or from the orders or transactions placed or contracted through them, which may entail significant losses and costs to you.

26. Do Not Rely on Information on Our Website

26.1 The content on our website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking or refraining from, thereof, any action on the basis of the content on our website and especially before engaging with crypto-asset activities.

26.2 While we strive to ensure the accuracy and completeness of the content on our website through commercially reasonable efforts, to the maximum extent permitted by law, we offer no representations, warranties, or guarantees, whether expressed or implied, that the information is accurate, complete, or current.

26.3 We do not guarantee the sequence, accuracy, completeness, reliability or content of the information and prices (but to the extent they are not considered a final price) published.

26.4 To clarify, you can rely on the API documentation to make your integration with us and also, once you become a customer of ours, you will receive an account for our production environment, whereas the above information non-reliance disclaimer shall not apply to your use of the production environment and to the in-account information that we would make available to you.

27. We Are Not Responsible for Websites We Link to

27.1 Where our website contains links to other websites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

27.2 We have no control over the contents of those websites or resources.

28. Rules About Linking to Our Website

28.1 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You will not link the website to any website containing any inappropriate, defamatory, infringing, indecent or unlawful topic or information or that violates any intellectual property, proprietary, privacy, or publicity rights.

28.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

28.3 You must not establish a link to our website on any website that is not owned by you.

28.4 Our website must not be framed on any other website, place pop-up windows over its pages, or otherwise affect the display of its pages, nor may you create a link to any part of our website other than the homepage.

28.5 We reserve the right to withdraw linking permission without notice.

28.6 The website to which you are linking must comply in all respects with the applicable laws and industry standards.

28.7 If you wish to link to or make any use of the content on our website other than that set out above, please contact us at [email protected].

29. How You May Use the Sandbox

29.1 The sandbox environment is provided to you for education, demonstration and evaluation purposes only. You are not permitted to use the sandbox environment for any other uses. The sandbox environment is provided exclusively as a means for you to evaluate our service offering in a hosted environment; it is not provided to allow setting up your own environment, and you shall not reverse engineer, disassemble, modify, translate, alter or decompile, distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer all or any portion of our software.

29.2 Except for the rights expressly granted under these Standard Terms, we reserve all rights, title and interest in and to the sandbox environment, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.

30. We Are Not Responsible for Viruses, and You Must Not Introduce Them

30.1 We do not guarantee that our website or the sandbox environment will be secure or free from bugs or viruses.

30.2 You are responsible for configuring your information technology, computer programmes and platform to access our website and the sandbox environment. You should use your own virus and malware protection software.

30.3 You must not misuse our website, our sandbox and production environments or our services by introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful.

30.4 You must not attempt to gain unauthorised access to our website, third-party accounts, the sandbox and production environments, our services or the server on which any of those are stored, or any server, computer or database connected to us. You must not attack our website, our services, our sandbox and production environments or any of the servers we use via a denial-of-service attack or a distributed denial-of-service attack. We will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our website will cease immediately, and we might block yours and any associated IP addresses.

31. We May Make Changes to Our Website, the Sandbox Environment or Our Services

31.1 We may, from time to time, provide updates or upgrades to our website, sandbox environment or our services, but we are not under any obligation to do so. Such updates and upgrades will be supplied according to Bitpace’s then-current policies, which may include automatic updating or upgrading.

31.2 Unless otherwise agreed, these Standard Terms shall govern any update and/or upgrade that replaces or supplements the original website, sandbox environment or any of our services.

32. We May Suspend or Withdraw Our Website or Access to the Sandbox Environment

32.1 We do not guarantee that our website or the sandbox environment, or any content, will operate error-free or will always be available or be uninterrupted. We may suspend, withdraw, or restrict the availability of all or any part of our website or the sandbox environment at any time. Such actions may be taken without prior notice and for any reason, when so required by Bitpace and not prohibited by these Standard Terms or applicable law.

32.2 You are also responsible for ensuring that all persons who access our website or the sandbox environment through your internet connection are aware of these Standard Terms and other applicable terms and conditions and that they comply with them.

33. Our Responsibility for Loss or Damage Suffered by You

33.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

33.2 You acknowledge and agree that:

(i) we exclude all implied conditions, warranties, representations or other terms that may apply to our website, any content on it and/or the sandbox environment.
(ii) we will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, including those arising under or in connection with: a. use of, or inability to use, our website or the sandbox environment; or b. use of or reliance on any content displayed on our website, the sandbox environment or any supporting documentation;
(iii) we will not be liable for loss of profits, sales, business, or revenue; business interruption; loss of anticipated savings; loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.

33.3 Different and/or additional limitations and exclusions of liability may apply to liability arising as a result of the supply of any crypto-asset services to merchants, which (in such a case) will be set out in a service agreement.

34. Indemnification

34.1 You will indemnify, defend, and hold us, our directors, officers, agents, employees, advisers, vendors, suppliers, licensors, contractors and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses arising from or in any way related to your usage of our services or your breach of these Standard Terms.

35. Suspension and Termination

35.1 If you have entered into a service agreement with us, additional suspension and termination triggers may be agreed upon in such a service agreement.

35.2 You acknowledge and agree that we reserve the right to, in our sole discretion and at any time,

(i) discontinue or amend, temporarily or permanently, impose limitations and/or restrictions to all or any part of our services or any features associated with any of them or prohibit access to this website and/or the sandbox environment, its content, tools, delay or remove hosted content and take technical and legal measures to keep any or all users off this website;
(ii) to refuse to process, to reverse (if practicable), suspend or delay or cancel or terminate any transaction or partially execute or permit a transaction.

35.3 Furthermore, if we consider it necessary or desirable to prevent what we believe to be or what might be a violation of any applicable law or regulation or good standard of industry practice or if we consider it necessary or desirable for our own protection or any action is taken, or event occurs which we consider might have a material adverse effect upon your ability to perform any of your obligations under these Standard Terms, we may without notice suspend or terminate (at our sole discretion) the provision of our services (or part thereof) to you.

35.4 You should also be aware that we may be forced to immediately suspend, or suspend with prior notice, or even cease, the provision of our services, or part thereof, at the direction of a competent regulatory authority or under applicable laws and regulations. Such authority, laws, or regulations may also require us to suspend or even cease the provision of specific supported crypto-assets. Accordingly, in such an event, we reserve the contractual right to suspend and/or terminate these Standard Terms, either in whole or in part.

35.5 If practicable, and although Bitpace will not be obligated, Bitpace may use commercially reasonable efforts to notify you, either prior to or promptly after, of any such suspension or termination or the lifting of any previous suspension, as we consider appropriate at our own discretion and, unless Bitpace reasonably believes that:

(i) it is prohibited from doing so under applicable law or legal processes, such as court or government administrative agency processes, orders, mandates, and the like; or
(ii) it is necessary to delay notice in order to prevent imminent harm to Bitpace or a third party. Under circumstances where notice is delayed, Bitpace will provide the notice if and when the related restrictions in the previous sentence no longer apply.

35.6 Each party – you and Bitpace – will be responsible for fulfilling any outstanding payment(s) or other outstanding obligations existing as of the effective date of closure or termination and for settling any pending transactions. Notwithstanding, Bitpace reserves the right to terminate any pending transactions at the time of such termination.

35.7 If these Standard Terms are terminated, howsoever caused:

(i) you will pay to Bitpace any amounts that have accrued before and remain unpaid as of the date of the termination;
(ii) any and all of your liabilities to Bitpace that have accrued before the effective date of the termination will survive;
(iii) licences and use rights granted to you will immediately terminate;
(iv) Bitpace’s obligation to provide any further services to you under these Standard Terms will immediately terminate, except any such services that are expressed to be provided following termination of these Standard Terms; and
(v) all provisions of these Standard Terms which are expressly or by implication intended to or designated to survive and apply following termination of these Standard Terms will survive and apply to such termination.

35.8 If you are a website visitor only, you may terminate your use of this website at any time by ceasing further use of the website. Bitpace may terminate your use of this website and deny you access to this website at our sole discretion for any reason or no reason, including for violation of these Standard Terms.

36. Communications and Records

36.1 These Standard Terms are supplied to you in English. Therefore, the language of all mutual communication shall be English. You will receive documents and other information from us in English. If a document or any other information provided by us or otherwise made available by us, including in any electronic format, is translated into another language, this will be for information purposes only, and the English version shall always prevail.

36.2 You agree to receive all communications, agreements and notices that we provide in connection with these Standard Terms via electronic means, including by email, text, client portal, chat and messaging platforms, in-product notifications or information or any data, push notifications, through our API, or by posting them on this website, the sandbox environment or through any of our services.

36.3 We will provide you with information that is complete, fair, clear and non-misleading in any respect.

36.4 We typically use a combination of standard digital communication channels (like authorised email from or to agreed-upon email addresses) and strong authentication methods, including multi-factor authentication and cryptographic key management, to securely provide our services, and more specifically our transfer service and custody and administration service. We generally require further authentication measures such as password login, 2FA, one-time password (OTP), API secret key. Furthermore, we may also impose some information transmission requirements for transmitting specific information on the originator and beneficiary for supported crypto-assets transfers over a certain threshold, ensuring traceability.

36.5 You agree that all communications we provide to you electronically satisfy any legal requirement that such communications be in writing or delivered in a particular manner. You agree to keep your contact information up-to-date at all times. If you have subscribed to receive marketing messages, you can opt out of marketing messages we send you at any time by unsubscribing.

36.6 Instructions or requests or an acceptance of any of our offerings that are provided to us by you via email or other electronic means (including through the instant text messaging channel on our website) will constitute evidence of such instructions or requests or acceptance.

36.7 We may monitor and record any communications between you and us using monitoring devices or other technical and physical means. The monitoring and recording of communications may occur when necessary for the purposes of safeguarding the legitimate interests of Bitpace as permitted by applicable law, and to ensure regulatory compliance. Telephone or online audio/video conversations and any other electronic communications may be recorded.

36.8 You should be aware that we must maintain records of electronic communications related to client orders and transactions. Most generally, we shall arrange for records to be kept of all crypto-asset services, activities, orders, and transactions undertaken by us. Those records shall be sufficient to enable competent authorities to fulfil their supervisory tasks and to take enforcement measures, and in particular to ascertain whether we have complied with all obligations, including those with respect to clients or prospective clients and to the integrity of the market.

36.9 The records kept pursuant to sections 36.8 shall be provided to you upon your request and shall be kept for a period of five (5) years and, where requested by the competent authority before five (5) years have elapsed, for a period of up to seven (7) years.

36.10 Notwithstanding the foregoing, certain records would already be available to you on the Bitpace platform, API or otherwise. However, upon a reasonable request made in writing by you to us, you shall also be allowed to review other available records maintained by us relating to you, unless we lawfully have the right not to disclose them to you. In addition, you shall also be allowed and entitled to a copy of such records, without charge, in relation to those records for which there is a legal obligation not to impose a charge, or at your own cost and expense (in this case, if so permitted by applicable law.

36.11 You agree that our records (even when they are in electronic format or produced by a computer), unless shown to be wrong, including but not limited to the register of positions, will be evidence of your dealings with us in connection with our services.

36.12 You will not rely on us to comply with your own record-keeping obligations. While we will make mandatory records available to you on the Bitpace platform, API, or through other means, you are responsible for complying with your own record-keeping obligations. Non-mandatory records may be provided upon request, at our sole discretion.

36. Feedback, Queries, Complaints

36.1 You agree that Bitpace may make use of any feedback at its sole discretion and that Bitpace in no way shall be obliged to make use of any kind of that feedback or part thereof.

36.2 Bitpace may use the anonymised and/or aggregated learnings, findings, and outcomes thereof to develop, improve, and optimise Bitpace’s products, services, and/or processes and verify your compliance with these Standard Terms.

36.3 We are committed to providing the highest level of service to all of our counterparties. However, we do recognise that, on occasion, problems may arise, and we may fall short of the service levels to which we aspire. If you are dissatisfied with any aspect of our services, you may make a complaint to us. Any feedback, queries or complaints should be referred to our Customer Support team, available at [email protected].

36.4 Complaints will be handled in accordance with our Complaints Handling Policy. The sooner you inform us of any complaint or other issue, the better we will be able to investigate and resolve the matter.

36.5 Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute in itself any admission by us of any wrongdoing or liability regarding the subject matter of the complaint.

37. Reporting and Disclosures

37.1 We may be legally required to report information about you, your identity, your engagement, and/or transactions with us. We must, for instance, provide information to certain competent authorities as outlined in the corresponding technical standards developed by the European Securities and Markets Authority (ESMA) and European Banking Authority (EBA).

37.2 You and Bitpace both agree that a third-party service provider may be used to transfer transaction information for regulatory reporting, and that disclosures may be made to recipients in different jurisdictions.

37.3 You waive any confidentiality duties related to information we reasonably disclose to competent authorities, or to any other person, in order to comply with the applicable reporting or information sharing obligations. To be clear: (i) If any non-disclosure, confidentiality, bank secrecy, data privacy, or other law requires your consent to waive such requirements for disclosures permitted here, this document serves as that consent; (ii) any existing confidentiality agreements remain valid as long as they don’t conflict with these reporting requirements; (iii) this does not limit any other consent to disclosure you’ve given us (or vice versa).

37.4 Regarding anti-money laundering regulations, we are obligated to collect, share, and maintain comprehensive information about parties involved in crypto-asset transfers to prevent illicit financial activities. These obligations encompass: reporting any suspicious transactions or activities to the relevant authorities; customer due diligence, implementing measures to verify customer identities, including enhanced due diligence ; the travel rule, transmitting originator and beneficiary information to other service providers alongside crypto-asset transfers to facilitate compliance, good standing, anti-money laundering, and/or financial crime checks.

37.5 We must have effective systems to prevent and detect market abuse, this will include reporting suspicious activities related to market abuse to the competent authority. To fulfil this requirement we have in place measures such as transaction surveillance systems and we will use detailed templates to report suspected insider dealing, unlawful disclosures of inside information, and market manipulation.

37.6 You acknowledge that we are permitted to make any disclosures required by the CARF and/or FATCA concerning crypto-asset revenues and transactions. You waive any right to object to such disclosures, which are made in connection with our obligations to tax authorities. To assist us in fulfilling these obligations, you agree to provide us with any necessary CARF and/or FATCA forms and to submit updated forms whenever we request them or whenever any information you have provided in such form(s) changes.

37.7 We will make available to you on our website relevant disclosures as may be required by applicable laws and regulations, which unless otherwise specified, will be provided for information purposes only and shall not be considered part of these Standard Terms.

38. We May Transfer This Agreement to Someone Else

38.1 We may at any time assign, novate, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under these Standard Terms.

38.2 You shall not assign, novate, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under these Standard Terms.

39. Parts of These Standard Terms Could Eventually Be Deleted

39.1 If any provision or part-provision of these Standard Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Standard Terms.

40. Exclusion of Liability for External Events

40.1 We shall not be in breach of these Standard Terms nor liable for delay in performing, or failure to perform, any of our obligations under these Standard Terms if such delay or failure is a result of events, circumstances or causes beyond our control, including acts of God, flood, drought, earthquake or other natural disasters, epidemic or pandemic, terrorist attack, any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence, registration or consent, non-performance by suppliers or subcontractors, forks, hacks, interruption or failure of utility or internet service.

41. Set-Off

41.1 We may, at any time and without notice to you, set off any amount (whether actual or contingent, present or future) owed by you against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes, we may ascribe a commercially reasonable value to any amount that is contingent or that, for any other reason, is unascertained.

42. Cumulative Rights

42.1 The rights and remedies provided under these Standard Terms are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all, in any manner, or at any time beneficial to you.

43. We Are Maintaining Our Rights

43.1 No failure or delay by us to exercise any right or remedy provided under these Standard Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

44. Applicable Law and Jurisdiction for Dispute Resolution

44.1 Unless otherwise agreed in writing, you and Bitpace agree:

(i) that these Standard Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Bulgaria; and
(ii) to the exclusive jurisdiction of the courts of the Republic of Bulgaria.

44.2 Notwithstanding section 44.1, if you are based in Estonia and unless otherwise agreed in writing, including but not limited to, in the corresponding service agreement, you and the relevant Bitpace entity (in this case Q500 Estonia OÜ) agree:

(i) that these Standard Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Republic of Estonia; and
(ii) to the exclusive jurisdiction of the courts of the Republic of Estonia.

45. Key Terms and Acronyms 

To facilitate understanding, the following table summarises key terms and acronyms used in these Standard Terms, along with the section where each is first defined or explained.

 

Term/Acronym	Section First Defined
Standard Terms  API Bitpace platform  Services MiCA	1
Bitpace/we/us/our VASP FSC FIU Supported crypto-assets OTC Merchant	2
Service agreement You/your	3
KYB Accompanying documents	4
Restricted territories Restricted persons	6
OECD CARF FATCA Affiliates	8
Chargeback	9
Exchange service Execution service	10
Distributed ledger address/wallet address DLT TLS MFA RBAC	13
ICT Airdrops	14
MPC-CMP	15
Forks	16
Covered system MUP	17
DORA	19
2FA	20
Recipient Discloser	21
OTP	36
ESMA EBA	37