General terms and conditions

Last review: 2025-09-01

I. GENERAL PROVISIONS

  1. General Part

1.1. These General Terms and Conditions (the “User Agreement”) are essential documents that the Customer must thoroughly review before initiating a relationship with Cryptonis UAB, a company registered in Lithuania, registered address is Gaižiūnų g. 4, LT-50126 Kaunas, Lithuania, with Company Registration Number 306078172 (the “Company”, “we”, “us”, “our”, “Cryptonix”). Please read these User Agreement carefully before accepting them, as they govern all services provided by the Company, before use the Company’s website (the “Website”), Telegram apps (the “Apps”), application programming interfaces (the “API”) integration. Please read as well all the policies, information, warnings, fees allocated at the Website before ordering our Services provided through  the Website, Apps, API Integration.

1.2. If a Customer has any questions or does not understand any part of this User Agreement or other documents forming the Agreement, governing the Services, the Customer should contact the Company through the contact details provided on the Website before entering into any agreement or requesting Services.

1.3. The Agreement applies to all relationships between the Customer and the Company concerning the provision of the Services, including any that arise before and continue after the enforcement of the Agreement.

1.4. All relationships between the Company and the Customer regarding the Services are governed by the Agreement. In addition, such relationships are subject to the laws and regulations of the Republic of Lithuania, as well as the principles of reasonableness, justice, and good faith.

  1. List of Services and Agreement Acceptance

2.1. The Company as a crypto-assets service provider is entitled to provide the following crypto-assets services (the “Services”):

2.1.1. Providing custody and administration of crypto-assets on behalf of Customers;

2.1.2. Providing transfer services for crypto-assets on behalf of Customers;

2.1.3. Exchange of crypto-assets for funds; 

2.1.4. Exchange of crypto-assets for other crypto-assets;

2.1.5. Execution of Orders for crypto-assets on behalf of Customers.

2.2. No Deposit or Lending Services. We do not provide funds, crypto-assets deposit, staking  services, and no interest is accrued on the balance of your crypto-assets safe-kept with us.  Under this Agreement we do not provide funds, crypto-assets lending services.  

2.3. Technical requirements. You are required to comply with all technical and security requirements necessary for the proper and secure use of the Services, including ensuring that your systems meet any compatibility, update, or configuration standards we may reasonably require from time to time.

2.4. Public Offer and Form of Acceptance. The terms and conditions of this User Agreement and other documents forming the Agreement constitute a public offer with standard conditions. This offer is considered accepted when either:

2.4.1. you provide an electronic consent to comply. This consent remains valid indefinitely unless otherwise specified, or 

2.4.2. you perform actions indicating your consent, such as accessing or using the Services via Website or App. By doing so, you agree with the terms and conditions of this Agreement, which is deemed to have been accepted.  

2.5. When applying to us for Services through the Website or App functionality, it shall equal to Agreement execution in writing, equivaling due communications exchange via Website or App and we confirm that we guarantee the protection of the communication text and your consent can be identified.

2.6. By accessing or using the Services, you agree to accept and comply with all and any terms and conditions of the Agreement.

2.7. Acknowledgment and Fairness of Agreement. By accessing or using the Services, you confirm that you were provided with access to this User Agreement (by allocation at the Website), other documents forming the Agreement, before entering into it, and you had sufficient time to review it carefully and copy it if needed.

2.8. We ensure that, well in advance of you as a potential Customer entering into an agreement with us by accepting the Agreement, you are provided with full access to the terms and conditions of the Agreement and other required information on the Website. We guarantee that you have sufficient time to thoroughly review and understand the terms and conditions prior to executing the Agreement, information on the Website. Furthermore, we affirm that the Agreement and all information presented on the Website are transparent, comprehensive, and free from concealed or undisclosed terms or conditions that could take effect post-execution of the agreement. We procure that you have a technical possibility to download and/or copy the terms and conditions of the User Agreement and other documents forming the Agreement, information (conditions) related to the Services from the Website for its review.

2.9. By accessing or using the Services, you confirm that the Agreement does not contain any unexpected terms and conditions, does not limit your rights or entitlements typically granted in such like agreements, and does not include provisions that would violate the principle of equality between the Parties or cause an imbalance in their interests. Furthermore, it is consistent with the principles of reasonableness, good faith, and fairness.

2.10. By accessing and using our Website, Apps and registering for our Services, you acknowledge that you have read, and agree to all the terms and conditions of the User Agreement, as well as the terms and conditions of the following policies, warnings, information, forming the Agreement:

2.10.1. Safeguarding Measures of Protection of Ownership Rights of Customers to their Cryptoassets, Security and information security measures;

2.10.2. Notification for Website Disclosure on Conflicts of Interest;

2.10.3. Risks Warnings;

2.10.4. Privacy Policy;

2.10.5. Cookies Policy

2.10.6. Summary of Custody and Administration Policy;

2.10.7. Information on adverse impacts on the climate and other environment-related adverse impacts of the consensus mechanism;

2.10.8. Complaints Procedure;

2.10.9. and any other referenced terms and rules referred to this Website, Apps and Services use.

2.11. Disagreement with User Agreement. If you disagree with any part of the Agreement, you should cease using our Website and Services.

  1. Definitions

3.1. “Acceptable Language” means English or Lithuanian.

3.2. “Agreement” means the contractual arrangement between you and us, consisting of the following documents: the terms and conditions of this User Agreement, all documents referenced in clause 2.10 above, including our policies, procedures, documents, warnings, Fees, any addendum and other rules, notifications, guidelines, other documents, allocated on the Website or in other places.

3.3. “AML/CTF Requirements” mean any law or regulation addressing money laundering, terrorism financing, the proliferation of weapons of mass destruction, sanctions, tax evasion, fraud, bribery, corruption, the trafficking of arms, humans or wildlife, drugs, evasion of sanctions, slavery and any other financial crime regulation.

3.4. “Application” means the request submitted by the Customer to the Company for opening a Customer Account, using the Services.

3.5. “Beneficiary” means a person that is the intended recipient of the transfer of crypto-assets;

3.. “Business Day” means any calendar day that is not a Saturday, Sunday, or public holiday, as well as any other day designated as a day off by the laws of the Republic of Lithuania when banks are generally open in Lithuania, unless otherwise stated by the Company. The Company may define different Business Days for providing various Services.

3.7. “Confidential Information” means any information disclosed by one party (“Disclosing Party”) to another party (“Receiving Party”) of this Agreement and unknown to the public (irrespective of its source or form of communication). Confidential information includes Exchanges, crypto-assets addresses, transactions information, technical, business, operational, legal, marketing, financial, corporate and any other information that cannot be seen publicly and cannot be obtained by third parties legally from other sources. By default, all the information shared between the Parties is treated confidential, given its nature and character, unless otherwise is defined by this Agreement, the Disclosing Party or by the law. Confidential Information also includes proprietary or confidential information of any third party that may disclose such information to the Disclosing Party. Confidential Information does not include:

3.7.1. matters of public knowledge that result from disclosure by the Disclosing Party;

3.7.2. information rightfully received by the Receiving Party from a third party without a duty of confidentiality;

3.7.3. information independently developed by the Receiving Party;

3.7.4. information disclosed by operation of law;

3.7.5. information disclosed by the Receiving Party with the prior written consent of the Disclosing Party;

3.7.6. and any other information that both parties agree in writing is not confidential.

3.8. “Company”, “we”, “our”, “us” refer to UAB Cryptonis, company registration number 306078172, with a registered and mailing address at Kaunas, Gaižiūnų g. 4, LT-50126. The Company’s data is stored in the Legal Entities Register of the Republic of Lithuania.

3.9. “Crypto-asset” means a digital representation of value or rights which may be transferred and stored electronically, using distributed ledger technology or similar technology. “Distributed ledger technology” or “DLT” means a type of technology that supports the distributed recording of encrypted data.

3.10. “Crypto-asset Address” means a distributed ledger address (having a unique alphanumeric string) that is created/opened by us at the blockchain for you, which serves as a destination for sending and receiving crypto-assets on a blockchain network. 

3.11. “Customer” or “Merchant” refers to a legal entity, individual – entrepreneur, being e-commerce  merchant, which uses our Services. We are entitled to extend the list of Customers to other categories as well.

3.12. “Customer Cabinet” or “Customer Account” means a secure, personal Customer’s account with a dashboard registered on the Cryptnonix Platform via the Website, App or API Integration. It serves as the main interface for users to access and manage Services, including but not limited to:

3.12.1. Conducting crypto-asset transactions such as transfers, exchanges;

3.12.2. Viewing and managing balances in crypto-assets and funds;

3.12.3. Accessing transaction history and receiving statements related to crypto-assets, EUR;

3.12.4. Receiving notifications and communicating with us regarding Services and other credentials;

3.12.5. Other functionality.

Each Customer is allowed to register only one Customer Cabinet, and its full functionality requires successful identity verification. Customers of our Services are responsible for maintaining the security of their login credentials and ensuring the accuracy of their personal information.

3.13. “Cyber-attack” means a malicious ICT-related incident caused by means of an attempt perpetrated by any threat actor to destroy, expose, alter, disable, steal or gain unauthorized access to, or make unauthorized use of, an asset. “ICT-related incident” means a single event or a series of linked events unplanned by a legal entity that compromises the security of the network and information systems, and have an adverse impact on the availability, authenticity, integrity or confidentiality of data, or on the services provided by the legal entity.

3.14. “Encumbrances” means any pledge, suretyship, guarantee, mortgage, charge, lien or any other security, encumbrance over your funds, crypto-assets, whether imposed under the agreement, or regulations, or governmental authorities or enforcement of a judgment, which gives another person, institution a priority or advantage over creditors including any right of set-off.

3.15. “Exchange” means the buy, sell of supported crypto assets, funds, list of which is defined below: 

3.15.1. fund for crypto-assets (list of which is defined at our website); 

3.15.2. Crypto-assets (list of which is defined at our website) for fund;

3.15.3. Crypto-assets (list of which is defined at our website) for crypto-assets (list of which is defined at our website); 

The Exchange involves transactions where crypto-assets are purchased or sold for funds, crypto-assets, as determined at the exchange time.

3.16. “Fees” means the fees specified in the price list for the Services provided by the Company, which the Customer is obliged to pay.

3.17. “Force Majeure Event” means any event that is beyond our and your reasonable control and prevents us and you or delays us or you from performing the obligations under the Agreement, including, but not limited to: earthquake, fire, explosion, flood, landslide, lightning, epidemics, pandemic,  acts of war and terrorism, declared or undeclared, civil disorder, embargoes,  natural disasters, failure or interruption in the Internet, Cyber-attack, public and private communications networks and facilities, adoption of or any change in applicable law, or the public statement or action by any governmental authority etc.

3.18. “Funds” means any government-issued currency which is commonly used and accepted as a medium of exchange in its country or territory of issue. The list of funds currencies allowed by us for the Exchange, other Services are defined by us and may change from time to time.

3.19. “Identification” means the identification and verification of the Customer, or any Related Person according to the procedure established by the Company.

3.20. “Identifying Measures” means the measures used by the Company to identify the Customer in the manner agreed upon in advance. The Parties agree that Identifying Measures may also be provided by third parties.

3.21. “Instruction” means a Customer’s request for crypto-assets transfer from a Customer’s Crypto-assets Addresses to the crypto-assets addresses provided by the Customer in such a request.

3.22. “KYC” means Know Your Customer, the process by which businesses identify their customers, assess their suitability, and evaluate the risks associated with potential illegal intentions concerning business relationships.

3.23. “Market Abuse” means unlawful behavior in the crypto-assets markets, which consists of insider dealing, unlawful disclosure of inside information and market manipulation. “Market Manipulation” means an act with the intent to improperly influence, directly or indirectly, the price of a crypto-asset (as detailed below). Market manipulation may also consist in disseminating false or misleading information.

3.24. “Order” means means a Customer’s order being a request to buy or sell a specified quantity of a base asset (funds or crypto-asset) for the counter asset (crypto-asset or funds) at the exchange rate fixed by us based on the available market information, conditions, other information, the Company interest fee. The list of permitted  funds/crypto-asset, crypto-asset/funds, crypto-asset/crypto-asset Exchanges is defined by us. Order may be executed at a number of different rates, depending on the factors as the specified amount of base asset, the volume and rates at the market at the time when the Order is submitted and remains open.

3.25. “Originator” means a person that holds a crypto-asset account with a crypto-asset service provider, a distributed ledger address or a device allowing the storage of crypto-assets, and allows a transfer of crypto-assets from that account, distributed ledger address, or device, or, where there is no such account, distributed ledger address, or device, a person that orders or initiates a transfer of crypto-assets;

3.26. “Personal Data” means any information related to an identified or identifiable natural person (data subject) that can be identified directly or indirectly through identifiers such as a personal identification number or one or more factors related to their physical, physiological, mental, economic, cultural, or social identity.

3.27. “Privacy Policy” refers to the privacy policy located on the Website.

3.28. “Party” means either the Company and the Customer, where the “Parties” means the reference to both of them.

3.29. “Related Person” means any manager, shareholder, beneficiary, representative of the Customer, or any other person related to the provision of Services, whose identification is conducted by the Company.

3.30. “Cryptonix Platform” refers to a computer program with relevant user interfaces, owned, administered, supported, and developed by the Company, which enables the provision of the Services .

3.31. “Website” means the website located at www.cryptonix.com.

3.32. Each provision of the User Agreement shall be interpreted in conjunction with other provisions of this document, taking into account the entirety of the Agreement and its intended purpose.

3.4. If the texts of the User Agreement are written in different languages (e.g., Lithuanian, English, or another language) and there are discrepancies in their interpretation, the text in Lithuanian shall prevail.

 

II. ESTABLISHMENT OF BUSINESS RELATIONS, IDENTIFICATION AND VERIFICATION

 

  1. Establishment of Business Relationship and Identification

 

4.1. To use the Services, the Customer must submit the Application, along with the required documents and information outlined in the User Agreement and required by us, to the Company and complete the Identification process as required by the Company. The Customer agrees to provide all necessary information, data, and documents for Identification, verification of the origin of funds or assets, and the Customer’s business activities (if applicable).

4.2. The Company requires the Identification of the Customer and any Related Persons. By accepting the Agreement, the Customer agrees to the Identification of such persons. The Company reserves the right to request repeated Identification, even if it has already been completed.

4.3. The Customer agrees that the Company may use third-party services for the purpose of identifying the Customer and/or Related Persons., as well as for other purposes supporting business relations establishment and continuous provision of the Services.

4.4. The Company reserves the right to reject a Customer’s Application without providing any reasons. However, such rejection must be based on substantial reasons, which the Company may choose not to disclose. When deciding on this, the Company implements acts in line with non-discriminatory principles and measures. 

4.5. The Customer must provide only complete, correct, and accurate data in the Application and during any subsequent updates or changes to the data.

4.6. If any provided information changes, the Customer must notify the Company but no later than within three (3) Business Days. The Customer is responsible for any losses incurred due to the submission of invalid, incorrect, or inaccurate information.

4.7. To use the services of The Company, the Customer must complete the Identification process as required by the Company. Information regarding the Identification process is available in the KYB information section on the Webpage. The Customer agrees to provide all necessary information, data, and documents for Identification, verification of the origin of funds or assets, and the Customer’s business activities (if applicable).

4.8. Customer Cabinet. For using our Services you need to register a Customer Cabinet at Cryptnonix Platform via the Website or App. You are allowed to register only one Customer Cabinet. You are solely responsible for the safe storage, backup, and use of your login and password with the access to the Customer Cabinet, as well as your email, safety.

4.9. We provide you, at least once every three months and at your request, with a statement in electronic form of the position of the crypto-assets, identifying the crypto-assets, their balance, their value and the transfer of crypto-assets made during the period concerned.

  1. Representation at the Company

5.1. A legal representative of the Customer, possessing the necessary powers, is entitled to execute transactions, transfers on behalf of the Customer using the crypto-assets, funds held at the Company. They can manage, operate, and dispose of these crypto-assets, funds on behalf of the Customer, which actions are mandatory for the Customer. Legal entities must act through their authorized representatives.

5.2. The Customer’s representative may act on behalf of the Customer if they provide the Company with the authority documents (such as a contract, power of attorney, resolution etc.) and their identity is verified by the Company. The document must meet the form and content requirements set by the Company.

5.3. The Company will only accept documents proving the authority of the Customer’s representatives if they clearly specify the Customer (the legal entity), the representative, and the powers conferred upon the representative. The Company reserves the right to refuse documents that do not meet these conditions or where there are doubts regarding their authenticity or accuracy.

5.4. The Company reserves the right to temporarily deny requests from the Customer’s representative or delay executing Instructions, Orders while verifying the representative’s documents proving their authority.

5.5. If the Customer revokes the authority of their representative before the expiry of the document provided to the Company confirming such authority (e.g., the revocation of a power of attorney or dismissal of a legal entity’s manager), the Customer must notify the Company in writing immediately, but no later than within 3 (three) Business Days of the revocation. Any Instructions, Orders submitted by the representative or actions taken on behalf of the Customer before the Company receives written notice will be considered valid and duly authorized. The representative may also inform the Company of the revocation of their authority.

5.6. When a Customer’s representative is acting on behalf of the legal entity, upon receiving notice of revoked authority, the Company will immediately restrict the Customer Account and prevent the representative from managing the Customer Account.

  1. Requirements for Documents Provided by the Company

6.1. For the purposes of concluding, executing, and terminating the Agreement, the Customer is required to submit original documents or copies certified by a notary, unless specified otherwise by the Company.

6.2. In cases of identification through electronic channels, the authenticity of documents submitted by the Customer electronically must be verified. The Company may verify documents upon receiving original or certified copies from the Customer or by obtaining documents from reliable sources directly or through third-party services, ensuring that the data obtained aligns with the data in the documents submitted.

6.3. The Company assumes that documents provided by the Customer are authentic, accurate, valid, and correct. If the Company has reasonable doubts regarding the authenticity or accuracy of any documents (for example, if the documents do not meet the legal requirements or standards set by the Company), the Company reserves the right to reject requests or Instructions, Orders from the Customer and/or request additional documentation.

6.4. If documents are issued in jurisdictions outside the Republic of Lithuania, the Company may require certification with an apostille or legalization as per legal regulations, except where international treaties between Lithuania and the respective country state otherwise.

6.5. Documents submitted to the Company must be in an Acceptable Language. The Company may request a translation of the documents into an Acceptable Language. The translation must be signed by the translator, with the signature authenticated by a notary.

6.6. All expenses for preparing, delivering, certifying, and translating the Customer’s documents provided to the Company shall be the responsibility of the Customer.

6.7. The Company reserves the right to retain and store copies of documents submitted by the Customer and, if possible, original documents. If The Company cannot store originals or copies, it may make and keep copies of any submitted documents.

6.8. In cases required by Lithuanian law, the Company has the right to verify the information provided by the Customer using public sources or reliable, independent non-public information sources, as well as other lawful methods.

 

III. SERVICES TERMS AND CONDITIONS

 

  1. Custody and Administration of Crypto-assets on Behalf of Customers

7.1. Crypto-assets Addresses. For providing custody and administration of crypto-assets on behalf of Customers we create for you proper crypto-assets addresses to be identified with you (the “Crypto-assets Addresses”). You are allowed to create one crypto-assets address per each crypto-asset, via the Customer Cabinet. We reserve the right to reject the Customer Cabinet, Crypto-assets Addresses creation, if we previously blocked them.  

7.2. Safe-Keeping. You acknowledge and agree that when you keep  crypto-assets at your Crypto-assets Addresses with us, funds with us, you authorize us and we are entitled to safekeep your crypto-assets, funds on your behalf in line with the applicable laws and our internal procedures, governing rules of custody and administration of crypto-assets, funds. We shall procure the proper performance of the transactions initiated by you, as set forth in this Agreement, and safety storage of your crypto-assets, funds.

  1. Transfer Services for Crypto-assets on Behalf of Customers

8.1. We provide you the transfer services for crypto-assets. The service enables the receipt and transfer of supported crypto-assets between compatible crypto-assets addresses via blockchain networks. Customers may receive, send, and manage crypto-assets. The transfer service applies only to crypto-assets explicitly listed on the Website. 

8.2. Once a transfer is initiated, it is broadcast to the respective blockchain and cannot be canceled or reversed. Transfers must comply with specified minimum and maximum transfer limits,which could be detailed on the Website.

8.3. Instructions for transfer may be submitted by you in electronic form through the Customer Cabinet and considered original written documents. You accept full responsibility for the security and authenticity of all Instructions you initiate and you are bound by these Instructions. For the Instruction initiation it is necessary to fill in all the proper fields in electronic form.

8.4. The Customer or a person authorized to act on behalf of the Customer is entitled to submit Instructions to the Company, including but not limited to managing crypto-assets, funds in the Customer Cabinet and requesting or using other services.

8.5. Instructions submitted by the Customer must be formulated clearly and unambiguously to ensure their execution and must accurately reflect the Customer’s intentions.

8.6. The Company is not liable for errors, irregularities, duplications, or inconsistencies in Instructions submitted by the Customer, including but not limited to the accuracy of the details provided in the Instructions.

8.7. The Customer may revoke an Instruction submitted to the Company only if it has not yet been executed by the Company and/or no commitments have been made to third parties regarding the fulfillment of the Instruction.

8.8. The Company executes Instructions submitted by the Customer in accordance with the User Agreement and applicable legal requirements.

  1. Receipt of Crypto-assets by Customers

9.1. To facilitate transfers from a Merchant’s clients for the Merchant’s services, goods, or works, the Merchant may generate transfer orders through its Customer Cabinet. Alternatively, if the Merchant integrates the Company’s API, orders can be automatically generated via the Merchant’s website, enabling the Merchant’s clients to initiate transfers.

9.2. Upon order initiation, the Cryptonix Platform generates invoices in the selected crypto-assets with a fixed amount and a designated transfer timer.

9.3. If a Merchant’s client fails to pay the invoice within the specified timeframe or makes only a partial payment, the Cryptonix Platform generates new invoices to cover the outstanding amount for the order.    

9.4. Automated and Manual Invoice Creation. Invoices can be generated through Criptonix Platform both automatically and manually, ensuring accuracy and flexibility. Each invoice includes detailed payment information, such as the applicable exchange rate, the total amount due, and the payment deadline. The invoices are only generated upon the order receipt by the Merchant’s clients. 

9.5. Transfer, payment due dates, terms are prominently displayed on all invoices to ensure transparency for clients. The specified deadline guarantees the Merchant’s clients have sufficient time to complete the transfer within the terms outlined.

9.6. Invoice Timeout and Renewal Options. If a transfer is not received within the specified time, the invoice may expire, and the Merchant’s client will need to request a new invoice. Expired invoices are processed based on the updated exchange rate at the time of reissuance.

  1. Exchange of Crypto-assets for Funds, Exchange of Crypto-assets for Other Crypto-assets, Execution of Orders for Crypto-assets on Behalf of Customers

10.1. Within Exchange, we provide services in exchange of crypto-assets for funds, exchange of crypto-assets for other crypto-assets, execute Orders for crypto-assets on behalf of Customers. 

10.2. We ensure prompt, fair, and expeditious execution of your Orders, subject to the provisions of the Agreement and our internal policies. Before you initiate an Order we provide you with exchange rates available in your Customer Cabinet.

10.3. When you initiate Order, we are entitled to execute Exchange by using proprietary capital of the Company, or execute orders for crypto-assets on behalf of Customers (using a trading platform or other reliable liquidity providers which provide exchange services).

10.4. By accepting the Agreement, you provide your prior express consent for the Company to execute your Orders using proprietary capital of the Company, or on a trading platform or other reliable liquidity providers which provide exchange services.

  1. Orders, Instructions, Exchanges, Transfers

11.1. Electronic form. You acknowledge that any Orders and Instructions you submit in electronic form though the Customer’s Cabinet are considered original written documents. By submitting them, you agree that they are signed by you with your electronic signature, as defined in this Agreement. You accept full responsibility for the security and authenticity of all Order and Instructions you sent and you are bound by them. For the Instruction, Order initiation it is necessary to fill in all the proper fields in electronic form. We treat all Orders and Instructions received via the Customer’s Cabinet as having been sent by you.

11.2. For the security purpose, within an Instructions, Orders initiation, the Company could require multi-factor authentication.

11.3. You understand that Orders and Instructions sent through the Website or App (Customer’s Cabinet) are transmitted over the Internet, and may be routed via public, transnational installations which are not specifically protected against unauthorized access, and you accept these risks.

11.4. You may only submit an Order or an Instruction through our Website or App (Customer’s Cabinet), using the format specified there. Each Order or Instruction shall comply with the minimum and maximum values set by us or in accordance with AML/CTF Requirements and our anti-fraud measures. You understand that in case if an Order or an Instruction exceeds the thresholds prescribed in AML/CTF Requirements or our internal policies with the reference to AML/CTF Requirements, we reserve the right to delay the execution until all necessary information and documents are provided.

11.5. Cut-off Time, Time of Receipt of an Instruction. We ensure that the time of receipt of an Instruction is when the Instruction is received by us in e-form defined above. If the time of an Instruction receipt is not on a Business Day of the Company, the Instruction could be deemed by the by us to have been received on the following Business Day. 

11.6. The Company establishes a cut-off time being 6.00 pm (Vilnius time zone), beyond which any Instruction received shall be deemed to have been received on the following Business Day. Cut-off time means a time when the Instructions provided before this time could be executed the same day, where the Instructions received after the cut-off time for the transfer of crypto-assets to be regarded as received on the same Business Day.

11.7. You could not revoke an Instruction it has been received by the Company, unless agreed by us.

11.8. After receipt of an Instruction to transfer crypto-assets but before the execution of the transfer of crypto-assets, we provide you with at least the following information: 

11.8.1. a brief and standardised warning as to whether and when the crypto-asset transfer will be irreversible or sufficiently irreversible in case of probabilistic settlement;

11.8.2. the amount of any charges for the crypto-asset transfer payable by the Customer.  

11.9. Record. Any records we generate regarding Orders and Instructions are for your information purpose only. You may access your Crypto-assets Addresses, funds  transactions history and records through the Customer Cabinet. It is your responsibility to review these records for any errors. You must promptly notify us of any mistakes or unauthorized Orders and Instructions. If you fail to report any such discrepancies within three 3) days of the relevant Order or Instruction, we may consider them accurate.

11.10. Records on Transfers Execution. We ensure that, after execution of individual crypto-assets transfers, we provide you in electronic form with at least the following information:

11.10.1. the names of the originator and the beneficiary;

11.10.2. the originator’s crypto-asset address or crypto-asset account number;

11.10.3. the beneficiary’s distributed ledger address or crypto-asset account number;

11.10.4. a reference enabling you to identify each transfer of crypto-assets;

11.10.5. the amount and type of crypto-assets transferred or received; 

11.10.6. the debit value date or the credit value date of the transfer of crypto-assets;

11.10.7. the amount of any charges, Fees relating to the transfer of crypto-assets.

11.11. The transfer information is reflected in the Customer Account immediately upon the transfer is executed.

  1. Instructions Execution

12.1. Instructions execution times, debit value date. The following maximum execution times depending on the crypto-assets are fixed as follows:

12.2. The debit value date for your (as an originator) Crypto-assets Address is no earlier than the time at which the amount of the transfer is debited to that Crypto-assets Address.

12.3. The execution times could be postponed if the proper process is required by the AML/CFT policies and procedures of the Company.

12.4. Where the transfer is initiated by the Company, in case of contractual debiting under the  Agreement among them, the Customer shall not revoke such debiting after acceptance of the Agreement or giving consent to the Company to initiate the transfer.

12.5. Your crypto-assets could not be transferred before receipt of an Instruction, save for cases when we withdraw by using contractual debiting clauses set forth in the Agreement. 

12.6. We process an Instruction to transfer crypto-assets from your Crypto-assets Addresses to another address as specified in an Instruction, provided that you have sufficient balance to fulfill the Instruction.

12.7. Erroneously credited amount. If any crypto-assets or funds currency are mistakenly credited to your Crypto-assets Addresses, to your funds safe-kept with us, to your account, you must return the erroneously credited amount within three (3) Business Days. The mistake may arise from various causes, including, but not limited to, incorrect recipient address/account details, technical glitch, process problems, third-party attacks, or other external activities. We reserve the right, without prior notice or request, to debit your Crypto-assets Addresses, your funds safe-kept with us, to correct any mistaken credits.

12.8. Transaction Costs. During the transfer, the transaction costs are also accounted and calculated, deducted automatically when initiating a transaction, which include as well the network fees depending on the blockchain network’s current load and congestion levels. These fees ensure the successful processing of transactions in the blockchain. Fluctuations in network fees are determined dynamically based on demand and operational conditions on the network.

  1. Instructions Rejection or Suspension

13.1. When executing Instructions, we take decisions on execution, rejection, return or suspension of a transfer of crypto-assets, taking into account the terms and conditions of our internal policies and regulatory requirements.

13.2. Where we refuse to execute a transfer Instruction, the refusal and, if possible, the reasons for it and the process for correcting any factual mistakes that led to the refusal must be notified to you, unless prohibited by the law.

13.3. We reserve the right to reject the execution of an Instruction in the following cases:

13.3.1. If an Instruction contains errors in any of its parameters; or

13.3.2. If an Instruction is executed in violation of our internal procedures or applicable laws; or

13.3.3. If the initiating transfer breaches a Customer’s Crypto-asset Address regime established by our internal policies, procedures, or applicable laws; or

13.3.4. If the crypto-assets balance at your Crypto-assets Address with the Company is insufficient to fulfill the Instruction and cover the charges, fees or commissions for the Company’s services; or 

13.3.5. If you have provided access to your Crypto-assets Address to third party initiating an Instruction (save for authorized representatives which authority documents have been accepted by the Company); or

13.3.6. Technical issues or other preventing circumstances have occurred; or

13.3.7. The Company has reasonable doubts that the Instruction was not submitted by the Customer. In such cases, the Company acts in the Customer’s legitimate interest and is not liable for any losses arising from the refusal to execute the submitted Instruction; or 

13.3.8. There is Force Majeure Event; or

13.3.9. In any other cases, specified in the Agreement, by applicable laws, our internal policies, or procedures.

13.4. We may also temporarily suspend the fulfillment of an Instruction to verify whether any grounds for rejection exist.

13.5. We reserve the right to suspend for clarification or reject and return the execution of incoming crypto-asset transfers to your Crypto-assets Address when required by applicable laws, internal policies and procedures, including but not limited to, AML/CFT Requirements.

13.6. Without prejudice to other applicable regulatory requirements, where a transfer of crypto-assets is rejected, returned or suspended, you are provided with, at least, the following information: 

13.6.1. the reason for the rejection, return or suspension; 

13.6.2. if applicable, how to remedy the rejection, return or suspension; 

13.6.3. the amount of any charges, fees or commissions incurred by the Customer and whether reimbursement is possible.

  1. Crypto-Assets Transfer Receipt, Credit Value Date

14.1. In case of incoming crypto-assets transfers to your Crypto-assets Address (as a beneficiary), we value a date and make available the amount of the incoming crypto-assets transfer to the beneficiary’s Crypto-assets Address after the Company has received the crypto-assets on the same date of receipt. The credit value date for the beneficiary’s Crypto-assets Address is no later than the Business Day on which the amount of the crypto-assets transfer is credited to the beneficiary’s address with the Company.

14.2. Where you transfer crypto-assets from your external address to your own Crypto-assets Address with the Company, we credit the incoming crypto-assets on your Crypto-assets  Address with the Company and the amount is made available and value dated immediately after receipt of the crypto-assets.

14.3. The time could be postponed in cases set forth in the AML/CFT policies and procedures. 

  1. Exchange Process

15.1. By submitting an Order, you authorize us, at our discretion, to facilitate an Exchange.

15.2. To execute an Order, you must ensure that you have a sufficient balance of the relevant crypto-asset or funds, free from any Encumbrances or other restrictions, to cover the total value of the Order, including applicable Fees.

15.3. Upon initiation of an Order, we will first withdraw the necessary funds from your funds safe-kept with the Company, or crypto-asset from your Crypto-assets Addresses, depending on the nature of the transaction, until the Order is either executed or canceled. When initiating an Order, you must specify the quantity to be bought or sold and understand that the purchase/selling price may vary depending on market prices. If the Order is not performed within a short timeframe, as defined by us, due to factors such as technical issues, price volatility, or liquidity constraints, the Order will be deemed canceled, and the withdrawn funds/crypto-assets will be returned.

15.4. Warning on Specific Instructions. You should be aware that where you give us specific instructions that are incompatible with the Company’s normal Order execution, your specific instructions will take precedence only if they are technically possible to perform without any specific updates to the Company’s systems, network or the Company’s usual processes. If you provide us with the specific instructions, and if, upon their review, we consider that their execution could be risky for you, or, to our mind, will not result in the best possible result for the execution of those Orders, we are entitled to reject such Orders execution. 

These specific instructions may result in a different outcome that would have been achieved had our normal process been followed. Transactions, in line with the specific instructions, may be subject to additional charges. Where this applies, the Company will notify you of the applicable charges before your Order is executed.

  1. Order refusal, cancellation.

16.1. An Order could be refused, cancelled under the following circumstances:

16.1.1. If, for any reason (technical disruption, price volatility, lack of liquidity etc.), the Order has not been performed within some short timeframe defined by the Company, the Order shall be treated as canceled and the Company returns the withdrawn funds, crypto-assets back to a Customer;

16.1.2. A Customer may cancel an Order that it has submitted at any time before the Order is accepted by the Company (if such technical possibility exists); 

16.1.3. The Company may refuse, cancel an Order without execution if:

16.1.3.1. You have no enough funds or not enough crypto-assets, depending on the character of a transaction, or there is an encumbrance over such amounts not allowing to withdraw or put on hold; or

16.1.3.2. It contains errors on different parameters; or

16.1.3.3. The Company treats that an Order has expired, because of lack of the transaction executing within the short time defined by the Company, and if this Order is not reconfirmed at that time; or

16.1.3.4. The basis for any price for the relevant crypto-asset has immediately changed and this Order has not been reconfirmed; or

16.1.3.5. The Company is not capable to execute it on terms specified by the Customer in an Order or technical issues or other preventing circumstances occurred; or

16.1.3.6. The Company believes that an Order execution could result in a breach of any applicable law or involves market misconduct or if an Order execution is prohibited by sanctions list, AML/CTF Requirements etc. or could result in a fraudulent transaction; or

16.1.3.7. There is Force Majeure Event; or

16.1.3.8. In the Company’s opinion, a Customer is in material breach of any provision of the Agreement with the Company; or

16.1.3.9. You failed to provide any or did provide unsatisfactory information requested by the Company in respect of the Order if required by us or applicable law; or

16.1.3.10. Governmental authority required it; or

16.1.3.11. The Company has reasonable doubts that the Order was not submitted by the Customer. In such cases, the Company acts in the Customer’s legitimate interest and is not liable for any losses arising from the refusal to execute the submitted Order; or

16.1.3.12. Other reasons that could occur and create a condition for an Order refusal, cancellation.

 

We shall not be liable for any losses or expenses you may incur as a result of our refusal or cancellation of an Order.

 

IV. OUR FEES AND CONTRACTUAL DEBITING

  1. Our services Fees structure

17.1. We reserve the right to change our Fees at any time. Any updates regarding Fees change will be posted on our Website and/or communicated otherwise.

  1. Contractual Debiting

18.1. You authorize us to debit your funds kept with us, Crypto-assets Addresses opened/created by us, for the execution of Orders / Instructions execution, as well as for payment of actual indebtedness (which is calculated by us) to us engaged in providing Services to you, or in funds or crypto-asset other than the indebtedness in the amounts equivalent to the amounts in funds or crypto-asset of actual indebtedness, and all our expenses, Fees, other charges (if any), which are for Exchange purpose, or related to Exchange or other Services provided under this Agreement. 

18.2. If the funds or crypto-asset debited from your funds safe-kept with us, or Crypto-assets Addresses, differs from the funds or crypto-asset of your actual indebtedness (as calculated by us), you further authorize us to perform any necessary funds/crypto-asset sales or purchases at the market rate, as determined by us, to ensure the repayment of your actual indebtedness.

18.3. The parties agree that debiting (contractual withdrawal) from your funds safe-kept with us, Crypto-assets Addresses shall be carried out using the respective details available to us.

18.4. In the event there are insufficient funds or crypto-assets to fulfill your Orders/Instructions and discharge your existing indebtedness (as calculated by us) to us engaged in providing Services to you, we reserve the right to prioritize the debiting (contractual withdrawal) of the funds, crypto-assets as soon as sufficient funds/assets become available, in order to discharge your existing indebtedness to us, and, when there are not sufficient your funds safe-kept with us, crypto-assets at Crypto-assets Addresses, return Orders / Instructions to you as non-fulfilled in connection with insufficiency of amount of funds / assets required for such transactions.

 

V. RIGHTS AND OBLIGATIONS. SERVICES SUSPENSION

 

  1. Parties’ Obligations

 

19.1. When using the Services, the Customer shall not:

19.1.1. Violate the Agreement, other agreements regarding specific services provided by the Company, laws, or other legal acts, including but not limited to those related to AML/CFT regulations, as well as conduct any business activities listed in our prohibited activities under our AML/CTF policies and procedures, which fall outside of our risk appetite; 

19.1.2. Infringe on the rights of the Company or third parties, including trademarks, copyrights, trade secrets, and other intellectual property rights;

19.1.3. Provide false, misleading, or inaccurate information, or circumvent the Company’s procedures by submitting such information;

19.1.4. Refuse to provide information requested by the Company;

19.1.5. Disseminate false, misleading, or inaccurate information about the Company or its cooperation with third parties;

19.1.6. Transfer or receive funds, crypto-assets obtained illegally if the Customer is aware or should reasonably be aware of this;

19.1.7. Refuse to cooperate with the Company in investigating violations;

19.1.8. Refuse to undergo Identification when requested by the Company;

19.1.9. Use the Services in a manner that causes loss, liability, or other adverse legal consequences to the Company or third parties;

19.1.10. Use the Services from a country deemed unacceptable by the Company;

19.1.11. Spread computer (or mobile) viruses, fail to implement adequate security measures, or fail to comply with the Company or third-party requests to prevent unauthorized access, hacking, or illegal intrusion into devices used by the Customer, thereby causing malfunctions or damage to the Cryptonix Platform or related information systems;

19.1.12. Undertake any deliberate actions disrupting the provision of the Company’s services to other Customers or third parties or impairing the functionality of Cryptonix Platform;

19.1.13. Engage in illegal activities, including but not limited to unauthorized gambling, trafficking of prohibited goods such as tobacco, alcohol, narcotics, unlicensed lottery, illegal software, or other items banned by law;

19.1.14. Provide services requiring licensing or regulatory approval without the prior consent of the Company;

19.1.15. Use the Services for activities prohibited or deemed unacceptable by the Company;

19.1.16. Provide services that contravene legal requirements, public order, or moral standards;

19.1.17. Log in to Cryptonis Platform anonymously (e.g., through public proxy servers);

19.1.18. Disclose personalized security features to third parties or allow others to use the Services in the Customer’s name;

19.1.19. Use insulting, harassing or the using offensive or discriminatory language against other Customer, employees, or representatives of the Company;

19.1.20. Permit unauthorized third parties to use the Customer Account;

19.1.21. Act in any manner that damages or may damage our good name and repute.

19.2. We shall act honestly, fairly and professionally in accordance with the best interests of you, other Customers of our Services and prospective Customers.

19.3. We provide you and other Customers with fair, clear and not misleading information, in particular in marketing communications. We shall not, deliberately or negligently, mislead a Customer in relation to the real or perceived advantages of any crypto-assets.

19.4. We warn you, other Customers of risks associated with purchasing crypto-assets on our Website.

19.5. When we hold crypto-assets belonging to you and other Customers, we shall make adequate arrangements to safeguard the ownership rights of you, other Customers, especially in the event of insolvency.

19.6. Both, you and we, are prohibited from engaging in the following activities:

19.6.1. Participating in Market Abuse;

19.6.2. Provide false, inaccurate, incomplete or misleading information;

19.6.3. Using the Services illegal, unlawful or unethical purposes;

19.6.4. Uploading content that contains viruses, malicious code, or similar threats, or distributing unauthorized advertising, promotional, or marketing materials;

19.6.5. Disassembling, decompiling, or reverse-engineering the Services;

19.6.6. Taking any action that imposes an unreasonably large burden on the Website/Apps infrastructure or interferes with the data or information of other Cutomers of our Services.

19.7. The Parties must immediately, but no later than within 3 (three) Business Days, notify each other of any circumstances relevant to the execution of the Agreement. The Customer must submit documents substantiating such circumstances (e.g., representation of the Customer, bankruptcy, initiation of restructuring proceedings, liquidation, or reorganization of the Customer), regardless of whether such information has already been submitted to public registers.

19.8. No impact on ownership rights of Customers. The Agreement does NOT contain any clause, provision, any hidden wording, that could impact the ownership rights of Customers to their crypto-assets saved at the Crypto-assets Addresses, funds safe-kept with us. 

19.9. Return of crypto-assets, funds. If a Customer’s Crypto-assets Addresses are closed or relations are terminated for any reason and a positive balance of crypto-assets/funds remains available, the Company transfers the balance to the crypto-assets addresses, accounts instructed by the Customer. And if such instruction is not delivered by the Customer, the Company is entitled to transfer and keep the balanced crypto-assets/funds at a segregated crypto wallet/s / accounts till receipt of the Customer’s instructions on transfer to the wallet, crypto-assets addresses / account provided by the Customer.

19.10. The Customer may request restrictions on Customer Account if unauthorized access is suspected. Oral requests must later be confirmed in writing or another format acceptable to the Company. Restrictions can only be lifted upon receipt of the Customer’s formal notice.

  1. Company’s Rights

20.1. Blocking rights. We are entitled to block (meaning to limit your right of withdrawal, transfer, exchange etc.) certain amounts of crypto-assets at your Crypto-assets Addresses or funds safe-kept by us in the following cases:

20.1.1. If blocking is necessary to process an Order or execute an Instruction; 

20.1.2. If a technical error, glitch or another technical, fraudulent or another reason, any failure occurs while an Order or Instruction is being performed, or if the Order or Instruction deviates from te normal course of transactions; 

20.2.In exercising our blocking rights, we will collaborate with you to clarify the situation, and once the issue is resolved, we will lift the blocking as appropriate.

20.3. Engagement of Third Parties. We engage or may engage third parties (including our partners, service providers, contractors, agents, and any other legally established entities), to provide our Services to you. We are entitled to engage third parties (such as affiliates, other legal entities, independent contractors, agents, consultants etc.) for providing Services to you, supporting Service delivery, or complying with internal policies and applicable law. 

20.4. Delegations, Assignment Rights. We reserve the right to transfer, sub-contract, or otherwise assign our rights and obligations under this Agreement, without prior notice to you or your consent. You are not permitted to transfer to any other person, sub-contract, or otherwise assign your rights and obligations under this Agreement.

  1. Suspension or Termination

21.1. If the Customer breaches or the Company has reasonable grounds to suspect a breach of the obligations set forth above in clause 19.1 or involvement in prohibited activities, the Company reserves the right to:

21.1.1. Suspend the execution of Instructions, Orders submitted by the Customer;

21.1.2. Terminate the provision of all or part of the Services;

21.2.3. Suspend and/or close the Customer Account and terminate the Agreement;

21.2.4. Inform other Customers or relevant third parties of the breach;

21.2.5. Take legal action against the Customer;

21.2.6.  Seek compensation for losses or damages caused by the Customer.

21.2. The Customer is responsible for reimbursing any losses incurred by the Company, its Customers, or third parties due to the improper use of Services or violations of the Agreement.

21.3. If the Company has reasonable grounds to suspect money laundering, terrorist financing, fraud, or other criminal activity related to the Customer Account, the Company may suspend Services without notice.

21.4. If the Company suspects unauthorized access to the Customer’s device or network, or identifies security threats affecting the Customer Account or the provision of Services, the Company may partially or fully suspend Services and block access to Cryptonix Platform without prior notice. The Company will promptly inform the Customer and provide instructions to restore Services.

21.5. If you avoid, refuse, or fail to submit the required information or documents, as requested by us with the reference to AML/CTF Requirements or other applicable regulations or policies, within the specified timeframe, we may, in accordance with our internal policies and control procedures, refuse to execute your Orders/Instructions and terminate our transactions or business relationship with you. In such circumstances, we shall not be liable for any failure to perform our contractual obligations or for any damage resulting from the actions taken in accordance with this clause. Additionally, immunity from legal proceedings shall apply to our directors, employees, and representatives who, in good faith, report suspected money laundering, terrorist financing, or other suspicious activities.

21.6. The Customer is entitled to unilaterally terminate the Agreement without providing a reason by giving at least 10 (ten) days’ written notice to the Company, which must be sent via email.

21.7. The Company is entitled to unilaterally terminate the Agreement and refuse to provide the Services if it provides an objective and significant reason for termination, giving the Customer 60 (sixty)-days’ written notice, save for cases set forth in clause 19.1 above where an immediate effect termination notice could be provided.

21.8. This Agreement may be terminated, and the Customer Account, Crypto-assets Addresses closed by the Company if no transactions, transfers have been performed via Customer Account for more than six (6) months and there are no your funds, crypto-assets are safe-kept by the Company. In such cases, the Company is entitled to provide a 60 (sixty)- days’ written termination notice to the Customer. Nevertheless in such a case, as an alternative option, the Company is entitled to send a reminder notice to the Customer indicating a dormant Customer Account, applicable Fees, and the possibility of the Agreement termination of the Customer Account closing.

21.9. Within the termination process, the Company will deduct from the Customer’s funds, crypto-assets safe-kept with the Company the amounts due for the Services rendered to the Company, other payments, charges, penalties, fines payable to the state or third parties, losses, and other compensation amounts incurred or paid by the Company connected with the Customer’s defaulting actions or omissions. If the balance is insufficient to cover these amounts, the Customer agrees to transfer the specified amounts to the Company within 3 (three) Business Days.

21.10. Upon termination of the Agreement, any remaining positive balance of your crypto-assets / funds held with us will be securely maintained separately until we receive your instructions to transfer them to a specified address / account provided by you. Upon your instructions receipt, provided they are clear and unambiguous, the Company will execute the transfer within five (5) Business Days. 

21.11. This Agreement will remain in effect until your Crypto-assets Addresses are closed, and all outstanding debts to us are paid in full, despite the provisions in this Agreement addressing termination notice. If the termination notice is sent, the Agreement will not be considered terminated until your Crypto-assets Addresses are closed, and all debts are settled, unless we choose to close your Crypto-assets Addresses despite any outstanding obligations.

21.12. The termination of the Agreement and any other contractual arrangements between the Company and the Customer, does not relieve the Customer of its obligations to the Company incurred before the termination.

21.13. Upon termination of the Agreement, the Customer Account, Crypto-assets Addresses will be closed, and the Customer will no longer have access to it.

21.14. All provisions of the Agreement, that, by their nature, should survive termination shall survive the  termination.

 

VI. CRYPTONIX PLATFORM, INFORMATION SECURITY, CONFIDENTIAL INFORMATION, COPYRIGHTS

 

  1. Operation of Cryptonix Platform

22.1.  We have developed the Cryptnonix Platform to facilitate the provision of the Services to you. The Cryptnonix Platform is securely protected with proper security measures. Our infrastructure is reinforced against external threats through advanced DDoS mitigation tools, ensuring uninterrupted service availability. Additionally, our Cryptonix Platform is equipped with firewalls and intrusion detection systems that continuously monitor and safeguard our network against unauthorized access and potential security threats.

22.2. The Company shall have the right to improve the Cryptonix Platform and eliminate the identified weaknesses of the Cryptonix Platform, even if this is likely to cause and/or causes temporary interruptions in the provision of the Services to the Customers.

22.3. The Company does not guarantee uninterrupted operation of the Cryptonix Platform because the operation of the Cryptonix Platform may be influenced (hindered) by many factors beyond the Company’s control. The Company shall make every effort to ensure the smooth operation of the Cryptonix Platform; however, the Company shall not be liable for consequences arising from failures in the operation of the Cryptonix Platform if such failures occur without the Company’s fault.

22.4. In cases where the Cryptonix Platform is inactive due to reasons under the Company’s control, the Company shall not provide compensation if the Cryptonix Platform has been accessible for more than 99% (ninety-nine percent) of all time, calculated as an average over at least 6 (six) months.

22.5. Cases where the Company temporarily limits access to the Cryptonix Platform due to repair, development works, or other similar reasons, and informs the Customer at least 2 (two) calendar days in advance, shall not be considered malfunctions of the Cryptonix Platform.

  1. Information Security Measures

23.1. We have developed a sound, comprehensive and well-documented information and communication technology (ICT) risk management framework with proper ICT systems, which enables us to address ICT risks quickly, efficiently and comprehensively and to ensure a high level of digital operational resilience that matches Customers protection, our business needs, size and complexity.

23.2. We employ appropriate and proportionate resources and procedures, including resilient and secure ICT measures. 

23.3. For security purposes, we also regularly back-up ICT assets, information assets.

23.4. To safeguard Customer Account and procure secure access, we implement multi-factor authentication and you are required to enable it, adding an extra layer of security beyond traditional passwords. This may include biometric verification or time-based one-time passwords.

23.5. We prioritize the confidentiality and integrity of Customers data through encryption in transit and at rest, using industry-standard protocols as described in our internal ICT policies and procedures.

23.6. When storing, transferring and exchanging crypto-assets we implement proper security measures.

23.7. We use the secure services of SumSub for your identification and verification, for other purposes.  

23.8. We implement other proper security measures as described on the Website.

  1. Confidentiality and Data Protection

24.1. The Parties undertake to protect each other’s Confidential Information, except for publicly available information that has become known to them during the execution of the Agreement, and other contractual arrangements between the Parties. They will not transfer such information to third parties without the written consent of the other Party or their authorized representatives, unless otherwise stated in the Agreement.

24.2. The Customer agrees that the Company shall have the right to disclose the information received from the Customer and other sources, as well as all other information pertaining to the relationships between the Customer and the Company, to 

24.2.1. our employees, officers, owners, 

24.2.2. contractors, advisors, consultants, auditors, lawyers,

24.2.3. persons that belong to the same group of companies to which the Company belongs, affiliates, 

24.2.4. third parties whose activities are related to debt collection or the creation, administration, or use of debtors’ databases for the purpose of administration and/or collection of debts from Customers;

24.2.5. persons directly related to the provision of The Company services to a particular Customer, such as international organizations of payment cards, correspondent PSPs, a third Party, companies processing information about settlements with payment cards, providers of printing and/or postal services (where the provision of information to the latter relates to printing and/or sending of The Company notifications to the Customer), insurance companies, and auditors, companies, providing services, and/or protecting and defending the infringed rights and legitimate interests of the Company and/or the Customer;

24.2.6. Other persons that The Company involves for the provision of services or to comply with legal requirements.

24.3. The Parties agree that all Personal Data is processed according to the Privacy Policy, which the Customer  has reviewed and agreed to comply with.

24.4. The disclosure of the Confidential Information is allowed without the consent if such disclosure is authorized under the law, legally binding judicial or governmental order/proceeding, provided, that the Receiving Party give the Disclosing Party prompt notice of such disclosure prior to disclosure, cooperate with the Disclosing Party in the event that the Disclosing Party elects to contest such disclosure or seek a protective order with respect thereto.

  1. Intellectual Property

25.1. All content available on our Cryptnonix Platform, in Customer Account interface, Website and Apps, is owned, controlled, or operated by us or relevant third parties, including but not limited to our partners, service providers, agents, social media platforms, any other legally  organized entities. Such content includes, but is not limited to, text, images, logos, trademarks, graphics, designs, software, data compilations, audio, video, page layout, and any other form of information that can be stored in a computer or device and is displaying on or forms a part of this Website, Cryptnonix Platform, Apps.

25.2. By accessing or using the Website, Apps, Customer Account interface, Cryptnonix Platform you acknowledge and agree that such content is protected by copyright, trademarks, and any other intellectual property rights. Nothing on the Website, Apps, Cryptnonix Platform, Customer Account interface must be interpreted as granting by implication or otherwise, any license or right to use any logo, trademark, or service mark displayed on our Website, Apps, Cryptnonix Platform, Customer Account interface without the respective owner’s prior written consent. You may not reproduce, modify or amend, copy or replicate, transmit, distribute or otherwise use any content from the Website, Apps, Cryptnonix Platform, Customer Account interface, without obtaining prior written consent from the content owner. Subject to these restrictions, you are permitted to view, download for caching purposes only, and print any content from our Website, Apps, Cryptnonix Platform, Customer Account interface strictly for your personal, non-commercial use.

 

VII. DISCLAIMERS, LIABILITY

 

  1. Disclaimers and Risks Warnings

26.1.You use our Services at your own risk and subject to, but not limited to, the disclaimers stated in this Agreement.

26.2. We do not act as financial advisors and do not provide legal, tax, investment, or financial advice. You should seek advice from your own independent professional advisors.

26.3. Any Services, data, tools on the Website, Apps, Cryptnonix Platform, Customer Account interface are provided “as is” and on an “as available” basis. We reserve the right to update the information on our Website, Apps, Cryptnonix Platform and Customer Account interface at our discretion. To the maximum extent permitted by the law, we provide no expressed or implied warranties of accuracy, compatibility, reliability, wholeness, integrity, the usefulness of our Website, Apps, Cryptnonix Platform, Customer Account interface. Any reliance you place on such information is therefore strictly at your own risk. 

26.4. When you keep your crypto-assets with the Company, you are NOT granted with the following rights associated with your crypto-assets:

26.4.1. Right to receive dividends or other income, its share of  the Company;

26.4.2. Right to participate in voting or decision-making, governing processes in  the Company;

26.4.3. Rights to participate in the distribution of  the Company’s own assets;

26.4.4. Rights within derivative transactions;

26.4.5. Similar rights. 

26.5. The Company provides their Customers as soon as possible with any information about operations on crypto-assets that require a response from those Customers.

26.6. While we use reasonable endeavors to ensure that the Website, Apps, Cryptnonix Platform, Customer Account interface are secure and free of errors, viruses and other malware, we do not warrant or guarantee in that regard. Customers take responsibility for their own security, that of their personal details and their computers, and any other potential or obvious risks. You commit yourself to notify us immediately of any unauthorized access to your crypto-assets addresses, or any other breach of security.

26.7. You acknowledge and accept the risk of any Orders, Instructions  being unauthorized or given by an unauthorized person, the risk that the Order, Instruction could be processed twice if you send the same Orders, Instructions in different forms and the risk that any information sent by electronic means cannot be guaranteed to be secure or free from virus or delay.

26.8. You acknowledge and agree that the relationship between you and us set forth in the Agreement or connected with it do not create any fiduciary, trustee or equivalent duties on our part in your favor, there are no duties that would oblige us to take more responsibilities than those set out in the Agreement. The Agreement does not create any kind of partnership, joint venture, advisor, agency or trustee relationship or any similar relationship between you and us.

26.9. You acknowledge and agree that we may receive requests or notifications from tax authorities or other governmental bodies and may be required to disclose certain information related to your Orders and Instructions.

26.10. Our Website/Apps may include references or links to third-party websites or applications. These references or links are provided solely for general information and your reference purpose. We do not control or endorse these external websites or applications and are not responsible for their content. We are not responsible for any hyperlinked Internet sites through this Agreement or Website or Apps, and are not responsible for any losses incurred in connection with those sites.

26.11. You understand that, if a transaction is made in any crypto-asset issued by a party subject to foreign laws or transactions made on markets in other jurisdictions, some restrictions, deductions could be imposed by governmental authorities related to exchange controls, moratoriums or other actions imposed. Given this, before Orders, Instructions submission you should satisfy yourself about any relevant rules or laws.

26.12. By using our Services, you hereby consent to our disclaimers contained in this User Agreement and agree to their terms and conditions.

  1. Liabilities of Parties

27.1. Each Party shall be liable for all fines, penalties, losses incurred by the other Party due to a breach of the Agreement, and other contractual arrangements, by the Party at fault unless otherwise stated in the law of the Republic of Lithuania. The Party at fault shall undertake to indemnify the aggrieved Party against the direct losses incurred as a result of such liability.

27.2. The Company shall be held liable only for direct losses incurred as a result of a direct or material breach of the Agreement, and other contractual arrangements between the Parties. The Company shall not be liable for consequential or indirect loss, such as loss of profits, opportunity, or reputation.

27.3. The limitations of liability of the Company shall not be applicable if such limitations are prohibited by the applicable law.

27.4. The Customer shall be fully liable for the correctness of the data and Instructions, Orders provided to the Company.

27.5. The Parties shall not be held liable for the non-fulfillment or improper fulfillment of their obligations if this is caused by Force Majeure Events. The Parties shall observe the rules established by legal acts of the Republic of Lithuania regarding the application of the Force Majeure Events. Each Party shall notify the other Party of the Force Majeure Events which prevent the execution of the Agreement, and other agreements between the Parties in writing within 10 (ten) days from the day of emergence of such circumstances or when such circumstances become known.

27.6. The Parties shall be personally liable for the fulfillment of their tax obligations to the state or other entities. The Company shall not be responsible for the performance of the Customer’s tax obligations or the calculation and transfer of taxes applicable to the Customer.

  1. Liability for Unauthorized, Incorrect Transfers

28.1. You must obtain rectification of an unauthorised or incorrectly executed transfers in crypto-assets from us if you notify us without undue delay on becoming aware of any such transaction giving rise to a claim, and no later than 3 months after the crypto-assets debit date. This time limit does not apply where the Company has failed to provide or make available the information on the executed crypto-assets transfers as set forth in the Agreement.

28.2. Where applicable, we must restore your debited Crypto-assets Address to the state in which it would have been had the unauthorised transfer not taken place. This rule does not apply and we must not refund if you have breached the Agreement or violated or neglected the security measure, where a third party has received or could receive access to your address and transfers initiation. 

  1. Liability for Loss of Customers Crypto-assets.

29.1. We bear liability to its Customers for any loss of crypto-assets resulting from incidents attributable to the Company. Our liability for such losses is limited to the market value of the crypto-assets at the time the loss occurred, as determined by prevailing market rates, which source (liquidity provider entity) is chosen by us.

29.2. You shall be entitled to compensation up to the capped liability amount for losses incurred due to incidents attributable to us.

29.3. Incidents not attributable to us include any event in respect of which the Company could demonstrate that it occurred independently of the provision of the relevant service, or independently of the operations of  the Company.

29.4. In the event of an incident deemed not attributable to  the Company,  we shall not bear liability for resulting losses incurred by a Сustomer.

  1. Limitation of Liability.

30.1. The Company’s maximum liability is limited to the total charges, Fees, charges generated for its Services from the affected Customer within 12 months preceding the incident.

30.2. When a transfer in crypto-assets is initiated directly by you as an originator, the Company is liable to you for correct execution of the transfer and shall, without undue delay, refund you the amount of the non-executed or incorrectly initiated or executed transfer, and, where applicable, restores the debited crypto-assets address to the state in which it would have been had the defective transfer not taken place.

30.3. In the case of a non-executed or incorrectly initiated or executed transfer where the transfer is initiated by you, the Company shall, regardless of liability as set forth above, on request, make immediate efforts to trace the transfer and notify the originator of the outcome. This shall be free of charge for the originator.

  1. No Liability Events.

31.1. To the maximum extent permitted by law, we accept no liability to you in connection with the Website, Apps and Services for any of the following, including but not limited to:

31.1.1. Any business or commercial losses, including loss of profits, income, revenue, anticipated savings, contracts, or business opportunities;

31.1.2. Your action or inaction on our Website, Apps, any deals made through our Website, Apps;

31.1.3. Any special, direct or indirect, incidental, punitive or consequential loss or damage;

31.1.4. Any errors, delays, disruptions, failures, non-availability, or suspensions in the functionality of our Website or Apps;

31.1.5. Any other losses or damage that may be incurred through using this Website, Apps, content, Services rendered through this Website, Apps.

  1. Indemnity

32.1. You hereby are held liable to indemnify us or our relevant third parties (our partners, service providers, agents, financial institutions, if and where applicable, any lawfully and legally organized and acting entities) indemnified against any losses, damages, costs, liabilities and expenses. You will be liable for indemnification regarding, without limitation, legal expenses and any amounts paid by us to other relevant, applicable, involved party for any legal advice in litigation or dispute resolution incurred as a result of your breach of this Agreement or anybody’s rights when using our Website, Apps or Services rendered through there

  1. Taxation and Reporting.

33.1. You are responsible for timely filing all required tax returns and reports, and for ensuring that all applicable taxes are paid. We do not undertake any responsibility for tax filings or payments on your behalf. As a result, Customers of our Services in certain jurisdictions may face limitations in accessing our Services.

33.2. You are solely responsible for determining whether taxes apply to any transactions related to the Services, and for withholding, collecting, reporting, and remitting any applicable taxes to the appropriate tax authorities. If you are required by law to withhold any tax from a payment/transfer to us, you must increase the payment/transfer so that, after the deduction, we receive the full amount owed. Should we be required to withhold or deduct any tax from a payment/transfers due to you, you agree to promptly reimburse us for the amount of such withholding or deduction.

 

VIII. APPLICABLE LAW, DISPUTES SETTLEMENT, LANGUAGE

 

  1. Applicable Law

34.1.The Agreement, other contractual arrangements between the Parties, as well as the relationships between the Parties not regulated therein, shall be governed and interpreted by the law of the Republic of Lithuania.

  1. Disputes Settlement

35.1. The Parties shall seek to settle all disputes through an out-of-court procedure, promptly and on terms acceptable to the Parties. In the event of a dispute, Customers shall first be encouraged to address the Company directly. Disputes shall be resolved through negotiation.

35.2. If the response from the Company to the Customer’s complaint does not satisfy the Customer, or if such a response was not given within the timeframes set forth below, the Customer has the right to bring the claim to the courts of the Republic of Lithuania, or apply to the Bank of Lithuania.

  1. Complaints to the Company

36.1. The Customer, on the Customer’s behalf (or another representative of the Customer), shall be entitled to submit any complaint regarding the services provided by The Company in writing (by email and/or post or through a Third Party where applicable). The procedure for filing a complaint is available on Website. The Customer may copy, download the Company’s Complaints Procedure at any time from the Website. For the avoidance of doubt, any complaint from the Customer or another representative of the Customer will be considered a complaint from the Customer.

36.2. The response to the Customer’s complaint shall be provided within 15 (fifteen) Business Days. If there are valid reasons why The Company cannot provide an official response to the Customer’s complaint within 15 (fifteen) Business Days, the Customer shall be informed in writing about such a situation with a reasoned explanation, and the final response shall not exceed 35 (thirty-five) Business Days from the date of receipt of the complaint.

36.3. Complaints from the Customer shall be examined by the Company free of charge.

  1. Complaints to the Bank of Lithuania

37.1. If the Customer believes that The Company has breached the law and violated its rights or legal interests, the Customer has the right to submit a complaint to the Bank of Lithuania.

  1. Languages Use

38.1. The Agreement is executed in English and Lithuanian, which will also serve as the language for all communications throughout this contractual relationship.

 

IX. NOTIFICATIONS, ELECTRONIC COMMUNICATION

 

  1. Notices

39.1. The Customer agrees that the Company may send notices to the Customer by publishing them on the Company’s Website and by sending messages to the email address provided by the Customer.

39.2. In line with the above provision, the Customer acknowledges that the Company will only send notices by post if the Customer has not provided an email address. A notice shall be deemed received by the Customer within 24 (twenty-four) hours of its publication or the sending of the email. If sent by post, the notice shall be deemed received within 5 (five) Business Days of its dispatch.

39.3. A notice sent by the Customer to the Company shall be considered properly delivered if it is transmitted through the means specified on the Company’s Website.

39.4. For urgent matters, such as suspected or executed unauthorized or fraudulent transactions, transfers, unlawful use of the Services, or security threats, the Customer must always use the contact details for Customer Support provided on the Website and send an additional notice through other specified means as soon as possible.

39.5. All notices between the parties must be sent in an Acceptable Language unless otherwise agreed by the Customer and the Company.

  1. Contact details update

40.1. The Customer is required to provide and promptly update the Company with their contact details (telephone numbers, email addresses, and physical addresses) that can be used by the Company to communicate with the Customer. If the Customer fails to comply, they shall bear all consequences arising from the Company’s inability to reach them.

  1. Notifications Security

41.1. The secure process for your notification by us in the event of suspected or actual fraud or security threats, as well as of other similar incidents or threats, when the MICA, DORA or other regulations, internal policies and procedures so require to inform Customers, we ensure such notification in line with our internal processes. For this purpose we could use secure and verifiable communication methods to notify the Customer, as set forth above.

41.2. You could be required to promptly respond to our notifications and implement recommended actions to protect their addresses and transfers.

  1. Simple e-signature

42.1. When Orders / Instructions are initiated by you, as well as for various communication, documents signing between the Parties, you and we agree to refer to and trust electronic signatures (which do not meet the requirements for the qualified electronic signature) affixed via Website, Apps, e-mails and other software services proposed by us. Such electronic signatures shall have the equivalent legal effect, validity, admissibility and enforceability of a handwritten signature. You acknowledge and agree that you are satisfied with the documents which are electronically executed. You agree with the electronic communications between you and us. The parties understand and accept the risks connected with the use of electronic signatures which do not meet the requirements for the qualified electronic signature, and recognize the documents signed with such signatures as legal, binding for them. We and you agree that an e-signature mentioned in this clause can be in form of pushing a button “exchange”, “send”, of another similar button confirming an Order, or Instruction or order of other Services, and / or one or two-factor authentication, any other button, or sending a statement via email confirming the terms and conditions of data logically associated with such statement, or e-signature inserted via Website, App, or other acceptable for us software platforms allowing e-signatures insertion, all could be used by the signatory to sign.

 

X. MISCELLANEOUS

 

  1. Amendments and Alterations to User Agreements and Other Documents Forming Agreements

43.1. The Company shall be entitled to unilaterally amend and/or supplement the User Agreement by providing the Customer with a 30 (thirty) days’ written notice. These changes will be deemed to have been accepted by the Customer where the Customer does not, before the proposed date of the entry into force of the changes, notify the Company to the contrary. The changes to the other documents forming the Agreement could be with an immediate effect, unless otherwise is defined by us.

43.2. The Customer may accept or reject proposed changes to the User Agreement before the changes come into effect. When the Customer agrees with the changes, the changes shall be effective on the date the changes come into force.

43.3. When the Customer notifies the Company of disagreement with proposed changes to the User Agreement and other documents forming the Agreement, it will be deemed to be a notice that the Customer wishes to terminate the Agreement on the date upon which the changes are to take effect unless another date in compliance with the User Agreement is given by the Customer. In such a case, no termination fee shall be applied to the Customer.

43.4. Where amendment to the User Agreement is required by law, relates to the addition of a new Service, extra functionality to the existing Service, a reduction in the Fees of the services, or relates to style or grammar corrections, and other changes which do not reduce or limit the rights of the Customer and do not increase the liability of the Customer and do not aggravate the Customer’s situation, the amendment may be made without prior notice to the Customer and shall be effective immediately.

  1. Entire Agreement

44.1. The entire text of the User Agreement, as well as any related documents forming the Agreement, has been composed in Lithuanian and English, with both versions recognized as authentic. For legal purposes, the Lithuanian text shall take precedence in interpretation. 

44.2.The Agreement may be translated into other languages; however, in the event of any discrepancies between the original text and translations, the Lithuanian version shall prevail.

  1. Assignment

45.1. The Customer may not assign their rights and obligations under these Terms and Conditions to third parties without prior written consent from The Company. The Company reserves the right to assign its rights and obligations under these Terms and Conditions to third parties at any time without the Customer’s consent, provided such assignments do not conflict with the law.

  1. Independent Parties

46.1. The Company shall always act as an independent party, not controlling or assuming responsibility for products and services paid for using the Services. The Company will not be responsible for the execution of transactions made by purchasers, sellers, including the Customer.

  1. Terms Invalidity

47.1. If any provision of the User Agreement is deemed invalid, this will not affect the validity of the remaining provisions of the User Agreement, or other contractual arrangements between the Parties.

47.2. In such a case the remaining provisions will continue to apply. 

  1. Waiver

48.1. A provision of the Agreement, or right arising from it, may be waived only in writing. Any delay or failure by a party in execution of any of the provisions or rights under the Agreement shall not be interpreted as a waiver.