Terms & Conditions29th January 2019
XCH4NGE TERMS AND CONDITIONS
1. XCH4NGE AGREEMENT
1.1 For the purposes of these Terms and Conditions, references to “XCH4NGE “ we” “our” or us are references to XCH4NGE Limited and references to “customer”, “you” and “your” are to the person who registers as a user on the Site
- You, the customer, may make use of the Site; and
- We, XCH4NGE, operate the use of the Site and provide our services
1.3 It is therefore important that you read these Terms and Conditions carefully before registering as a customer on the Site and print a copy for future reference. If there is anything you do not understand, please contact us.
1.5 For the purpose of these Terms and conditions, the following expressions shall have the following meanings
|Account||your account with us which is created when you register with us by completing the registration form on the Site|
|digital currency||any digital currency that is not a fiat currency|
|fiat currency||any national government issued currency|
|Order||any instruction from you to buy or sell any digital currency using our Site. Your order will not be complete until it has been matched with another customer placing the opposite order and therefore completing the transaction|
|Site||the site published and operated by us|
2. XCH4NGE LIMITED
2.1 XCH4NGE is a limited company incorporated in England and Wales having its registered office at 45 Hertford Street, London W1J 7SN, which is also its trading address.
2.2 Our application with the Financial Conduct Authority is pending.
2.3 We are registered with the Information Commissioner under Number ZA323006.
2.4 XCH4NGE operates the Site. You:
- place an Order for the purchase of digital currency; or
- place an Order for the sale of digital currency
and in placing an Order, you seek to convert from fiat currency to digital currency or from digital currency to fiat currency.
2.5 We may refuse to process or cancel any pending digital currency transaction as required by applicable law or in response to a requirement or request of a regulator or a court of competent jurisdiction subpoena, court order, or other binding government order or to enforce transaction limits.
2.6 You may only place Orders in relation to digital currency that we, in our sole discretion, decide to support.
The digital currency that we support may change from time to time. If you have any questions about which digital currency we currently support, please submit a request via this link.
2.7 You may not use our Site to store, send, request, or receive digital currency (or other digital assets) which are not expressly supported by us. If you attempt to place an Order via our Site for a digital currency which is not supported by us, we are under no obligation to return such digital currency to you.
3. REGISTERING AS A CUSTOMER
3.1 To use our Site, you must register by providing your name, address, telephone number, email address, date of birth, taxpayer identification number, government identification number and information regarding your bank account, (including the name of the bank, the account type
In addition, we may require you to send copies (certified by a professional person) of passports or other identification documents and anything else that we may need. If this information is not provided when we request it, you will not be able to use the Site.
- As part of the registration process, we will also need to verify and authenticate your identity. This we have to do for the purposes of money laundering, terrorist financing, fraud or any other financial crime. You acknowledge and agree that we can do this by disclosing your personal information to credit reference agencies such as Equifax, Experian, Call Credit or any other checking services, including fraud prevention or financial crime agencies, or as may be necessary to verify your identity and as a means of complying with all necessary regulatory requirements.
3.2 We use our own internal guidelines and policies when assessing applications and we have complete discretion as to whether we will accept your application to be a customer.
- You warrant to us that all information you provide in the course of your application is true and accurate in all respects. You will, as soon as practicable, update us if any of the information provided to us changes.
4.1 You will instruct us electronically through the Site from time to time to carry out Orders on your behalf. You agree that each Order is correct and does not contain any errors whether manifest or otherwise and that each Order you place on the Site is irrevocable and binding on you. We not only cannot but also will not reverse an Order to the extent that it has been matched with one or more other Orders as set out in this clause 6.
4.2 Once you have placed an Order, 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 unit of 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 unit of digital currency.
4.3 We may part-perform an Order made by you and you hereby irrevocably acknowledge and agree that we shall be permitted to do so. For example, your Order to sell 100 units of a particular Digital currency at or above price £X might be matched with an Order to buy 50 units of a particular Digital currency at or above £X. This would leave you with a partly-unperformed Order equal to 50 units of the Digital currency for sale at a price above or equal to £X.
4.4 Nevertheless, where an Order has not been matched, we may in our sole and absolute discretion cancel the Order.
4.5 We record the details of every Order undertaken for you, including the tracking numbers of all digital currency provided to you. Each Order will be confirmed to you through your account portal on the Site.
4.6 Notwithstanding this clause 6 we have the right at any time to refuse to accept your Order without any liability.
5.1 Before making an Order, you must credit fiat currency or digital currency to your Account. We will not process an Order until cleared funds have been received by us and we cannot accept responsibility for a delay in onward payment due to the late arrival of such funds. It is your sole responsibility to comply with any cut off times for same-day payments by your bank.
5.2 Fiat currency is credited to your Account when you make a transfer from your bank account to your Account with us using the Site and when we have received and processed that transfer.
5.3 Digital currency is credited to your Account when you make a transfer from your digital currency wallet to your Account with us using the Site and when we have received and processed that transfer.
5.4 All payments made to us under these Terms and Conditions are to be made in full without any set-off, counterclaim or deduction whatsoever.
(i) are required by law to deduct sums in respect of taxation, or
(ii) are or will be owed amounts which have been incurred in respect of transfer charges levied ; or
(iii) are owed amounts for other Orders or commission by you which have not been settled in accordance with these Terms and Conditions.
We may also charge network (miner) fees to process a digital currency transaction on your behalf and will always notify you at or before the time of the transaction takes place.
5.6 You shall only be able to place an Order to exchange :
(i) any fiat currency into digital currency if the full amount of such Order is credited to his Account on the Site; and
(ii) any digital currency into fiat currency if the full number of digital currency set out in such Order is credited to his Account on the Platform on the site.
5.7 In calculating how much:
(i) digital currency can be purchased by the fiat currency amount set out in the Order, we shall be entitled to reduce our commission on the fiat currency amount of the Order prior to calculating how much relevant digital currency can be purchased; and
(ii) fiat currency can be purchased by the amount of digital currency set out in the Order, we shall be entitled to reduce our commission on the digital currency amount of the Order prior to calculating how much of the relevant fiat currency can be purchased and We shall be permitted to take our commission in digital currency or fiat currency as we shall in our sole and absolute discretion decide.
5.8 We shall provide an electronic confirmation to you showing the exchange rate, the amount of digital currency purchased and the fiat currency cost. This confirmation will be viewable in the “transaction history” section of your Account.
5.9 On completion of an Order (or part-completion of an Order as applicable) we will credit to your Account on the Site with the amount of digital currency due.
6. WITHDRAWING AND DEPOSITING FUNDS AND DIGITAL CURRENCY
6.1 You can withdraw funds credited to your Account and/or Digital currency credited to your digital currency Account on the Site by making a withdrawal instruction via the Site.
6.2 Where a withdrawal instruction is received by us in respect of:
(i) any fiat currency, we shall pay such funds to the bank account of the Customer nominated on registration. The Customer cannot receive funds into another bank account without our agreement; and
(ii) any digital currency, we shall credit such digital currency to your digital currency wallet nominated on registration or subsequently agreed with us.
6.3 You warrant that you own and are fully responsible for any digital currency wallet you have notified to us for the purposes of receiving digital currency withdrawn from the Site. If you receive a deposit that you did not initiate, you must inform us at the first available opportunity after becoming aware of the deposit.
7. NO FINANCIAL ADVICE
7.1 Although we may in our sole and absolute discretion from time to time provide information to you on practical aspects of dealing between fiat currencies and digital currency, you acknowledge and agree that you enter into each Order of your own free will without reliance on any information provided by us and that any such Order is at your own risk and that you cannot to rely on us for advice on the timing or terms of any Order.
7.2 You acknowledge and agree that the exchange rate between fiat currencies and digital currency varies regularly and will be affected by matters and events outside our or your control.
8. CUSTOMER REPRESENTATIONS
8.1 You represent and warrant as at the date of each Order and on its settlement date that:
- you are acting as principal, have full power and authority to enter into the Order and are the beneficial owner of all monies paid or to be paid at the settlement date free from any charge or encumbrance;
- the information provided by you when you opened your Account is at the time of the Order complete, accurate, current and not misleading and that any further information requested by us is complete, accurate, current and not misleading in all material respects;
- you have not relied upon any representation or warranty given by any other person (including without limitation XCH4NGE) in entering into the Order.
9.1 You acknowledges that funds may be co-mingled with those of other customers of XCH4NGE in the client account which is held with a major UK or EU clearing bank (the “Bank”). Funds belonging to customers are segregated from those belonging to XCH4NGE.
9.2 You shall have no fiduciary rights or claims against the Bank in respect of any of his funds held in such account or accounts.
9.3 The account or accounts with the Bank are governed by the term of a bank mandate which has been provided and is exclusively operated by XCH4NGE in accordance with its terms. The mandate states that when the Bank 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 Bank shall not be prevented from acting on such mandated instructions.
9.4 You acknowledge that we are under no obligation to pay interest on any funds held on his behalf in any account.
10.1 We have the right to terminate, close out or reverse an Order without notice to you if:
- you fail to make any payment in respect of an Order, when due and in accordance with these terms and conditions; or
- you materially breach any of these terms and conditions or fails to comply with its obligations to us or are in breach of any statute, regulation, rule or guideline applicable to you or us; or
- it becomes or may (in our reasonable opinion) become unlawful for us to maintain or give effect to all or any of the obligations under the these Terms and Conditions or otherwise to carry on our business or if we are requested to close out a Order (or any part of it) by any regulatory authority whether or not the request is legally binding or we in its sole and absolute discretion consider it desirable or necessary to do so for our own protection; or
- in the event that you become unable to meet your obligations as they become due or have a bankruptcy petition presented against you or you propose a form of composition or arrangement with your creditors or if you cease or threaten to cease all or part of your business; or
- any of the events specified above or anything comparable to them occurs under the laws of any applicable jurisdiction.
10.2 You will immediately notify us if you become aware of the occurrence of any event referred to in Clause 10.1 above
10.3 If you fail to make a payment due to us in respect of any Order, we shall be entitled to collect interest on such unpaid items at a rate of 2% above the current base rate of Barclays Bank plc calculated on a monthly basis from the date payment was due to the date payment is received and charge you a reasonable administration fee for the cost of so doing.
10.4 If for any reason you fail to meet your obligations to us whether under this agreement and/or under any Order, we may at its discretion terminate any Order without notice and without liability for any loss.
11. YOUR CONDUCT
11.1 You may not use your Account to engage in any of the following:
- activities that would violate or assist in the violation of any law or statute, regulation, sanctions program administered in countries where we conduct business, including but not limited to the DS Department of Treasury’s Office of foreign Assets Control or which would involve the proceeds of any activity;
- activities that would damage or limit the performance of any computer software or hardware or telecommunications equipment associated with the Site, including uploading, posting, emailing or otherwise sending any material containing viruses, Trojan horses, worms or any other computer code, files or programs designed to have the same effect;.
- actions which interfere with another individual’s or entity’s access to or use of the Site, defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (for example, privacy and intellectual property) of others;
- activities that operate to defraud XCH4NGE or its users or any other person;
- gambling of any kind, including but not limited to internet gaming;
- transactions involving the infringement or violation of any copyright, trade mark right or any other proprietary right under the law including the use of our copyright, trade or service marks in any manner that otherwise harms us;
- businesses prohibited by our Card Network rules or the requirements of our banking providers or processors.
11.2 You agree and undertake 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.
- 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;
- attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Site to any third party, or jeopardise 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 Platform;
- impersonate any other person while using the Site or conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Platform.
12. OUR RIGHTS
12.1 We reserve the following rights, and in accessing, browsing or otherwise using the site and/or making any Order via the Site you grant to us and agree that we shall have the following rights:
- 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 our sole and absolute discretion you violate or breach any of these Terms and Conditions;
- the right to suspend, amend or disable your Account without giving you notice or any reason;
- the right to cancel any Order or amend in part any Order without giving you notice or any reason, save that in such circumstances we shall refund such part of the Order as has been cancelled by us;
- the right to amend or update the Site, any Order, billing methods or these Terms and Conditions from time to time;
- the right to report you to the police or other judicial body if we believe in our sole and absolute discretion that your conduct (whether in using the Site making an Order or otherwise) is or may be unlawful.
13. INTELLECTUAL PROPERTY
13.1 We and/or its licensor(s) are the sole owners of the Site, which includes any software, domains, and content made available through the Site.
13.2 The XCH4NGE :
- brand and the Site are protected by UK and 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 our prior express written consent; and
- graphics, logos, icons and service names related to the Site are registered and unregistered trademarks or trade dress belonging to us and they may not be used without our prior express written permission.
13.3 Any unauthorised use of the Site will result in the automatic termination of the limited license granted to you by us and we reserve the right to terminate the limited license without notice at any time.
14.1 We take data security very seriously and have implemented commercial, technical and organisational measures to secure your personal information from unauthorised use. Even so, 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. For more details of the measures we have taken, we will produce a copy of our data security policy upon request. You can request a copy of our policy by emailing firstname.lastname@example.org.
15. ELECTRONIC COMMUNICATIONS
15.1 By using the Site and/or viewing Listings and/or making any Order through the Site, you consent to receiving electronic communications and notices from XCH4NGE. 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.
17. NO WARRANTY AND LIABILITY LIMIT
- provides Platform “as is” and without any warranty or condition, whether express, implied or statutory; and
- 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 or any losses or damages arising from the use of the Site; and
- reserves the right to deliver the Site and to process Orders in its sole and absolute discretion; and
- 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.
17.2 In no event shall XCH4NGE, 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 placement by you of any Order, or these Terms and Conditions and whether or not advised of the possibility of damage.
17.3 We do not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on our part.
17.4 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.
18.1 You agree to indemnify and hold XCH4NGE 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.
19.1 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, our advertising or any related transaction between you and us shall be governed by and construed in accordance with English law.
19.2 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 England and Wales.
20.1 We may change or discontinue the availability of the site and at any time without prior notice. We reserve 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 out here (without 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.
21.1 Any communication to be made between us shall be made in writing and, unless otherwise stated, shall be made by via the Site or by letter.
21.2 Your address (other than via the Site) for any communication or document to be made or delivered under or in connection with the use of the Site will be the address notified to us during the registration process or any substitute address you may notify to us by not less than five Business Days’ notice.
21.3 The address (and the department or officer, if any, for whose attention the communication is to be made) of XCH4NGE for any communication or document to be made or delivered (other than via the Site) will be 45 Hertford Street, London W1J 7SN or any substitute address or department or officer as we may publish on the Site from time to time.
21.4 Any communication or document made or delivered by one person to another under or in connection with the use of the Site will only be effective:
- if via the Site, when published on the Site; or
- if by way of letter, when it has been left at the relevant address or two Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address.
21.5 Any communication or document which becomes effective, in accordance with this Condition 21, after 5:00 p.m. in the place of receipt shall be deemed only to become effective on the following Business Day.
21.6 Promptly upon changing its address, each Customer shall notify XCH4NGE.
21.7 Any communication given under or in connection with use of the Site or the making of any Order must be in English.
22. CREDIT REFERENCE AND FRAUD PREVENTION AGENCIES
22.1 Where payments to third parties or receipts from third parties are accepted (such acceptance in the absolute discretion of XCH4NGE), such third parties will be subject to identity and fraud checks.
22.2 From time to time XCH4NGE may undertake or instruct another to undertake credit reference, anti-money laundering, sanctions, disqualified directors and such other checks required for business purposes and compliance with current regulation from time to time against customers:
- as part of the application process; and
- any Order monitoring or review processes;
- if there are late payments or default,
and you acknowledge and consent to this.
22.3 When Credit Reference Agencies (“CRAs”) receive a search request from us they may:
- place a credit search “footprint” on your credit file whether or not the application proceeds.;
- place an enquiry or organisational search on the personal credit files of directors, partners, members, beneficial owners and shareholders that have been searched;
- place an enquiry or identification search on the record of any shareholder or beneficial owner who has been checked by us.
22.4 Any records shared with CRAs will remain on file for six years after the Customer’s account is closed, whether any outstanding sums have been settled by you or following your default.
22.5 You can contact the CRAs currently operating in the UK. The information they hold may not be the same, so you may consider contacting them all. The CRAs will charge a small statutory fee. They are:
- CallCredit, Consumer Services Team, PO Box 491, Leeds, LS3 1WZ or call 0845 366 0071
- Equifax, Credit File Advice Centre, PO Box 1140, Bradford, BD1 5US or call 0870 010 0583 or log on to www.myequifax.co.uk
- Experian, Consumer Help Service, PO Box 8000, Nottingham, NG80 7WF or call 0870 241 6212 or log on to www.experian.co.uk.
23. RIGHT TO VARY THE TERMS AND CONDITIONS
23.1 XCH4NGE reserves the right to amend, vary and alter these Terms and Conditions at any time to comply with law or to meet its changing business requirements by posting the updated version to the relevant page of the Site. XCH4NGE may not always be able to give a Customer advance notice of such updates or amendments but it will always post them on the Site. Each Customer is expected to check this page from time to time to take notice of any changes XCH4NGE has made, as they are binding on a Customer. Some of the provisions contained in these Terms and Conditions may also be superseded by provisions or notices published elsewhere on the Site. By continuing to use the Site, and our services in receiving and allocating funds and payments, a Customer agrees to be bound by the terms of such updates and amendments.
23.2 These Terms and Conditions were last updated in October 2018.
24. CONTACTING XCH4NGE
24.1 Should a Customer have any questions about these Terms and Conditions, or wish to contact us for any reason whatsoever, please contact us via the website or call 01566 773296, or write to XCH4NGE Ltd, 45 Hertford Street, London W1J 7LS.
24.2 If you wish to make a complaint please refer to our Complaints Procedure at https://www.XCH4NGE.com/complaints-procedure or email us at complaints@XCH4NGE.com, or write to Complaints, XCH4NGE Ltd, 45 Hertford Street, London W1J 7LS.