1. What are these Terms and Conditions?
1.1 These Terms and Conditions set out the terms on which Excambiorex BC (“Excambiorex”) provides the Site and provides the Services and on which You agree to use the Site and to use the Services. These Terms and Conditions apply to all Orders made via the Site.
1.2 Please review these Terms and Conditions carefully and make sure that You understand them before using the Site and/or making an Order. If You do not agree to these Terms and Conditions, You must cease use of the Site and must not make an Order through the Site
2. Acceptance of Terms and Conditions
2.1 By using the Site and/or making an Order, You accept and agree to be bound by these Terms and Conditions.
2.2 Excambiorex may at any time modify these Terms and Conditions. Excambiorex will notify You of any changes to these Terms and Conditions either by emailing You (at the email address entered by You into the registration form on the Site) and/or by posting a notice on the Site. By continuing to use the Site and/or making any Order after changes to these Terms and Conditions are made and notified to You, You agree to be bound by such changes.
2.3 You can review the most current version of our Terms and Conditions at any time by clicking on the "Terms and Conditions" link located at the bottom of the Site. It is Your responsibility to ensure that You are familiar with the current Terms and Conditions. You are advised to check the above link on a regular basis.
3.1 In these Terms and Conditions:
“Account” means the account of a User with Excambiorex which is created when a User registers with Excambiorex by completing the registration form available on the Site.
“AML Documentation” means the documentation required to be provided by the Customer as set out in our Anti-Money Laundering Policy.
“Digital Currency” means the virtual currencies known as crypto currencies or digital currencies.
“Fiat Currency” means the currencies issued by jurisdictions, such as the USD, GBP, Yen, Swiss Franc, Euro, etc.
“Excambiorex”, “we” and “us” are references to Excambiorex BC.
“Customer”, “Your” and “You” means a user of the Site who makes an Order via the Site.
“Order” means any request by a User to purchase any Goods made by selecting one or more Listings, adding such Listings to Your Orders and making payment for the contents of Your Order book (as further detailed in clause 6).
“Site” means the products published through www.excambiorex.com by Excambiorex from time to time including without limitation the trading platform at www.excambiorex.com and their subdomains.
4. What is Excambiorex?
4.1 Excambiorex is an incorporated company.
4.2 Excambiorex operates the Site. The Site is an electronic web interface through which Customers can either:
(a) place an order to exchange Digital Currency
(b) place an Order for the purchase of DigitalCurrency for Fiat Currency; or
(c) place an Order for the sale of Digital Currency for Fiat Currency.
4.3 In placing an Order, the Customer seeks to exchange Digital Currencies, convert from Fiat Currency to Digital Currency or from Digital Currency to Fiat Currency.
5. Registering as a User
5.1 You may access the public areas of the Site which contain general information about Excambiorex and our service without registering as a Customer.
5.2 If You wish to place an Order, you will first be required to register as a Customer. Due to compliance with regulatory requirements, registration is a two-step process as follows:
(a) completion of the Create Account registration form which can be found on the Site; and
(b) provision to Excambiorex of the AML Documentation (as set out in our Anti-Money Laundering Policy)
5.3 Once Excambiorex has received all of the required documentation as set out in paragraph 5.2 and our Anti-Money Laundering Policy, Excambiorex may undertake certain additional security checks on You.
5.4 If Excambiorex in its sole and absolute discretion is satisfied that You comply with all applicable requirements, Excambiorex will provide You with a verified account to access the Site.
5.5 Please note that you will not be able to make an Order under any circumstances until the regulatory requirements have been met.
5.6 The Customer undertakes to provide Excambiorex as soon as practicable on demand with any and all information that Excambiorex may require, or in Excambiorex’s sole and absolute discretion considers necessary, including without limitation for the purposes of providing such information to any applicable governmental or regulatory authority in relation to regulatory compliance or anti-money laundering laws and regulations.
6.1 Excambiorex and the Customer will from time to time enter into Orders in accordance with the Customer’s electronic instructions issued through the Site.
6.2 Once an Order has been made by the Customer, it will be “matched” with the first available Order made by another Customer on the Site. For example, if You enter an Order to sell 100 Digital Currency at or above price X per Digital Currency, the Site will match Your Order with an Order of a Customer who wishes to buy Digital Currency at a price above or equal to price X per Digital Currency.
6.3 The Site may part-perform an Order made by You and you hereby irrevocably acknowledge and agree that Excambiorex shall be permitted to do so. For example, Your Order to sell 100 Digital Currency at or above price X might be matched with an Order to buy 50 Digital Currency at or above X. This would leave You with a partly-unperformed Order equal to 50 Digital Currency for sale at a price above or equal to X.
6.4 Each Order entered on the Site is irrevocable and binding on the Customer. Excambiorex cannot and will not reverse an Order to the extent that it has been matched with one or more other Orders as set out above.
6.5 Where an Order has not been matched, Excambiorex may in its sole and absolute discretion cancel the Order.
6.6 Excambiorex shall at all times be entitled to operate on the basis that each Order is correct and does not contain any errors.
6.7 Each Order will be confirmed to the Customer using the Site’s record-keeping functionality which can be viewed by the Customer through their account.
6.8 Excambiorex records the details of every Order undertaken for a Customer including the tracking numbers of all Digital Currency provided to a Customer.
6.9 Excambiorex may at any time refuse to accept a Customer’s Order without any liability.
7.1 Prior to making any Order, the Customer must have credited Fiat Currency funds or Digital Currency to his Account. Excambiorex shall not permit any Order to be placed until cleared funds have been received, and cannot accept responsibility for a delay in onward payment due to the late arrival of such funds.
7.2 The Customer expressly agrees and acknowledges that banks have cut-off times, after which they will not accept same-day payment instructions. It is the sole responsibility of the Customer to make itself aware of, and where necessary comply with, any applicable cut off times.
7.3 Funds are credited to a Customer’s Account by the Customer making a transfer from his bank account to Excambiorex’s Client Account using the Site. Credited funds will show as a credit balance on the Customer’s Account when received and processed by Excambiorex.
7.4 Digital Currency is credited to a Customer’s Account by the Customer making a transfer from his Digital Currency wallet to Excambiorex’s Client Digital Currency Wallet using the Site. Credited Digital Currency will show as a credit Digital Currency balance on the Customer’s Account when received and processed by Excambiorex.
7.5 All payments made to Excambiorex under these Terms and Conditions are to be made in full without any set-off, counterclaim or deduction whatsoever.
7.6 Excambiorex shall make payments to the Customer in full in respect of an Order less Excambiorex’s Commission unless (i) it is required by law to deduct sums in respect of taxation, or (ii) it is or will be owed amounts which are incurred in respect of transfer charges that may be levied or (iii) the Customer owes Excambiorex amounts in respect of other Orders or Commission which have not been settled in accordance with these Terms and Conditions.
Orders from Fiat Currency to Digital Currency
7.7 The Customer shall only be able to place an Order to exchange Fiat Currency into Digital Currency if the full amount of such Order is credited to his Account on the Site.
7.8 In calculating how many Digital Currency can be purchased by the Fiat Currency amount set out in the Order, Excambiorex shall be entitled to reduce its Commission on the Fiat Currency amount of the Order prior to calculating how may Digital Currency can be purchased.
7.9 Excambiorex shall provide a confirmation to the Customer showing the exchange rate, the number of Digital Currency purchased and the Fiat Currency cost. This confirmation will be viewable in the “Transactions” section of the Site.
7.10 On completion of an Order (or part-completion of an Order as applicable) Excambiorex will credit to the Customer’s Account on the Site the number of Digital Currency due.
Orders from Digital Currency to Fiat Currency
7.11 The Customer shall only be able to place an Order to exchange Digital Currency into Fiat Currency if the full number of Digital Currency set out in such Order is credited to his Digital Currency Account on the Site.
7.12 In calculating how much Fiat Currency can be purchased by the number of Digital Currency set out in the Order, Excambiorex shall be entitled to reduce its Commission on the Digital Currency amount of the Order prior to calculating how much Fiat Currency can be purchased. Excambiorex shall be permitted to take its Commission in Digital Currency or Fiat Currency as it wishes in its sole and absolute discretion.
7.13 Excambiorex shall provide a confirmation to the Customer showing the exchange rate, the amount of Fiat Currency purchased and the Digital Currency price. This confirmation will be viewable in the “Transactions” section of the Site.
7.14 On confirmed receipt of Digital Currency Excambiorex will credit to the Customer’s Account on the Site the Fiat Currency amount due.
8. Withdrawing Fiat Currency and Digital Currency
8.1 The Customer shall be permitted to withdraw Fiat Currency and/or Digital Currency credited to his Account on the Site by making a withdrawal request via the Site.
8.2 Where a withdrawal request is received by Excambiorex in respect of Fiat Currency, Excambiorex shall pay such Fiat Currency to the bank account of the Customer nominated on registration. The Customer cannot receive Fiat Currency into another bank account without the agreement of Excambiorex.
8.3 Where a withdrawal request is received by Excambiorex in respect of Digital Currency, Excambiorex shall credit such Digital Currency to the Digital Currency wallet of the Customer nominated in the withdrawal request.
8.4 Excambiorex shall make payments in Fiat Currency and Digital Currency to the Customer (and shall credit the Customer’s Account) in full unless (i) it is required by law to deduct sums in respect of taxation, or (ii) it is or will be owed amounts which are incurred in respect of transfer charges that may be levied, or (iii) the Customer owes Excambiorex amounts in respect of other Orders or Commission which have not been settled in accordance with these Terms and Conditions. In the event that Excambiorex is required or permitted to make any deductions pursuant to this paragraph, Excambiorex shall be permitted to make deductions in Fiat Currency or Digital Currency in its sole and absolute discretion.
9. No Financial Advice
9.1 Excambiorex may in its sole and absolute discretion from time to time provide information to the Customer on practical aspects of dealing between Fiat Currency and Digital Currency.
9.2 Notwithstanding any such information provided by Excambiorex, the Customer acknowledges and agrees that it enters into each Order of its own free will without reliance on any information provided by Excambiorex and that such Order is at its own risk. The Customer shall not be entitled to rely on Excambiorex for advice on the timing or terms of any Order.
9.3 The Customer acknowledges and agrees that the exchange rate between Fiat Currency and Digital Currency varies regularly and will be affected by matters and events outside of the control of the Customer and Excambiorex.
10. Customer Representations
10.1 The Customer represents and warrants as at the date of each Order and on its Settlement Date that:
(a) the Customer is acting as principal in respect of the Order and is not acting for another person;
(b) the Customer has full power and authority to enter into the Order and is the beneficial owner of all monies paid or to be paid at the Settlement Date free from any charge or encumbrance;
(c) the information provided by the Customer in relation to the Order (and all AML Documentation provided by the Customer) is at the time of the Order complete, accurate, current and not misleading and that any further information requested by Excambiorex is complete, accurate, current and not misleading in all material respects;
(d) the Customer has not relied upon any other person (including without limitation Excambiorex) in entering into the Order.
11. Customer Acknowledgments
11.1 The Customer acknowledges that funds will be held with those of other Customers of Excambiorex in the Client Account which is held with a major financial institution in the EU or any other jurisdiction as from time to time may be decided. Funds belonging to Customers are segregated from those belonging to Excambiorex.
11.2 The Customer shall have no fiduciary rights or claims against the financial institution in respect of any of his funds held in such account or accounts.
11.3 The account or accounts with the financial institution are governed by the terms of the financial institution, which have been provided, and are exclusively operated by Excambiorex in accordance with its terms. The terms state that when the financial institution acts on properly mandated instructions it will receive a safe receipt and discharge and will not be bound to enquire as to the purpose to which those funds are applied and the financial institution shall not be prejudiced for acting on such mandated instructions.
11.4 The Customer acknowledges that Excambiorex is under no obligation to pay interest on any funds held on his behalf in any account.
12.1 Excambiorex has the right to terminate, close out or reverse an Order without notice to the Customer if:
(a) the Customer shall fail to make any payment in respect to an Order, when due and in accordance with these terms and conditions; or
(b) the Customer materially breaches any of these terms and conditions or fails to comply with its obligations to Excambiorex or is in breach of any statute or regulation; or
(c) it becomes or may become unlawful for Excambiorex to maintain or give effect to all or any of the obligations under the these Terms or Conditions or otherwise to carry on its business or if Excambiorex is requested to close out an Order (or any part thereof) by any regulatory authority whether or not the request is legally binding or Excambiorex in its absolute discretion considers it desirable or necessary to do so for its own protection; or
(d) in the event that the Customer becomes unable to meet its obligations as they become due or has a bankruptcy petition presented against them or the Customer proposes a form of composition or arrangement to its creditors or if the Customer ceases or threatens to cease all or part of its business; or
(e) any of the events specified above or anything comparable thereto occurs under the laws of any applicable jurisdiction.
12.2 If the Customer becomes aware of the occurrence of any event referred to in Clause 12.1 above, he shall give Excambiorex notice of such event forthwith.
12.3 If the Customer fails to make a payment due to Excambiorex in respect of any Order, Excambiorex shall be entitled to collect interest on such unpaid items at a rate of 5% above the current annual Euribor base rate calculated on a monthly basis from the date payment was due to the date payment is received.
12.4 If for any reason whatsoever the Customer fails to meet its obligations to Excambiorex hereunder and or under any Order, Excambiorex may at its discretion terminate any Order without notice and without liability for any loss.
13. Your Conduct
13.1 By downloading and/or using the Site, You agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Site.
13.2 You agree and undertake to keep Your username and password confidential, not to disclose Your password to any other person and not to permit any other person to log in to the Site using Your username and password.
13.3 You agree not to interfere with the servers or networks connected to the Site or to violate any of the procedures, policies or regulations of networks connected to the Site, including these Terms and Conditions.
13.4 You also agree not to:
(a) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Site to any third party, or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Site;
(b) attempt to gain access to secured portions of the Site to which You do not possess access rights;
(c) impersonate any other person while using the Site;
(d) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Site;
(e) resell or export the software associated with the Site;
(f) use the Site to generate unsolicited advertisements or spam; or
(g) use any automatic or manual process to search or harvest information from the Site, or to interfere in any way with the proper functioning of the Site.
14. Our Rights
In providing You with access to the Site, and permitting you to make Orders via the Site, Excambiorex reserves the following rights, and in accessing, browsing or otherwise using the Site and/or making any Order via the Site You grant to Excambiorex and agree that Excambiorex shall have the following rights:
(a) the right to refuse or withdraw Your access to the Site in accordance with applicable laws for any reason at any time (with or without notice) if in Excambiorex’s sole and absolute discretion You violate or breach any of these Terms and Conditions;
(b) the right to suspend, amend or disable Your Account without giving You notice or any reason;
(c) the right to cancel any Order or amend in part any Order without giving You notice or any reason, save that in such circumstances Excambiorex shall refund such part of the Order as has been cancelled by it;
(d) the right to amend or update the Site, Commission, any Order, billing methods or these Terms and Conditions from time to time;
(e) the right to report You to the police or other judicial body if Excambiorex believes in its sole and absolute discretion that Your conduct (whether in using the Site, making an Order for any Goods or otherwise) is or may be unlawful.
15. Intellectual Property
15.1 Excambiorex and/or its licensor(s) are the sole owners of the Site, which includes any software, domains, and content made available through the Site.
15.2 The Excambiorex brand and the Site are protected by International copyright and other intellectual property laws. Without limitation, this means that You may not sell, export, license, modify, copy, distribute or transmit the Site (or any part of it) or any material provided through the Site without Excambiorex’s prior express written consent.
15.3 Any unauthorized use of the Site will result in the automatic termination of the limited license granted by us. Excambiorex reserves the right to terminate the limited license without notice at any time following an unauthorized use by You of the Site.
15.4 Excambiorex and its graphics, logos, icons and service names related to the Site are registered and unregistered trademarks or trade dress of Excambiorex. They may not be used without Excambiorex’s prior express written permission.
15.5 All other trademarks not owned by Excambiorex that appear in connection with the Site are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Excambiorex.
Whilst we have implemented commercially reasonable technical and organisational measures to secure Your personal information from unauthorised use, we cannot guarantee that unauthorised third parties will never be able to defeat those measures. You acknowledge that You provide Your personal information at Your own risk.
17. Electronic Communications
By downloading and/or using the Site and/or viewing Listings and/or making any Order for Goods through the Site, You consent to receiving electronic communications and notices from Excambiorex. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.
19. No Warranty and Liability Limit
19.1 Excambiorex provides Site "as is" and without any warranty or condition, whether express, implied or statutory.
19.2 Excambiorex assumes no liability or responsibility for any errors or omissions in the Site; any failures, delays or interruptions in the Site or in delivery of any Order; any losses or damages arising from the use of the Site.
19.3 Excambiorex reserves the right to deliver the Site and to process Orders in its sole and absolute discretion.
19.4 In no event shall Excambiorex, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Site, the publication of any Listing, the placement by you of any Order, the delivery of any Goods, the failure in whole or in part to deliver any Goods or these Terms and Conditions, on any theory of liability, and whether or not advised of the possibility of damage.
19.5 Excambiorex does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of Excambiorex.
19.6 If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
19.7 Excambiorex specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the Site.
You agree to indemnify and hold Excambiorex and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of Your breach of these Terms and Conditions and/or Your violation of any law or the rights of any third party.
21.1 You agree that these Terms and Conditions and any claim, dispute or controversy arising out of in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims), the Site, Excambiorex’s advertising or any related transaction between You and Excambiorex shall be governed by and construed in accordance with the EU law.
21.2 Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of the EU.
Excambiorex may change or discontinue the availability of the Site and at any time without prior notice. Excambiorex reserves the right to terminate these Terms and Conditions for any reason, without notice, and these Terms and Conditions shall automatically terminate in the event that You violate any of the Terms and Conditions set forth herein (with prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Site and will not make any Order.
23.1 These Terms and Conditions are agreed between You and us. No person shall have any rights under or connection with these Terms and Conditions under the Contracts (Rights of Third Parties) Act 2001.
23.2 If any court or competent authority decides that any term of these Terms and Conditions is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
23.3 Excambiorex reserves the right to charge interest on any late payments at the rate of 5% per annum above the Euribor base rate. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
23.4 Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
23.5 Our failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision.
23.6 You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms and Conditions without our prior express written consent.
23.7 These Terms and Conditions set forth the entire understanding and agreement between You and Excambiorex with respect to the subject matter hereof.
23.8 These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the EU.
23.9 You irrevocably agree that the courts of the EU shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions agreement or their subject matter or formation (including non-contractual disputes or claims).