The following are the terms and conditions (the “Terms & Conditions”) on which you may (i) use this SwissCrypOne GmbH website (the “Website”); and (ii) subscribe for shared cloud mining services provided by SwissCrypOne GmbH (“SwissCrypOne”) directly and/or through its affiliates and contractors.

By accessing this Website, you are representing and warranting that the applicable laws and regulations of your jurisdiction allow you to access this Website.

Nothing contained on this Website constitutes tax, accounting, regulatory, legal, and insurance or investment advice.

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1.1 In these Terms & Conditions, unless the context requires otherwise:

1 Definitions and Interpretation
“Account” means a personal password protected account created by you on the Website as further provided in these Terms & Conditions for the purposes of:

  • providing and updating the KYC Information (as hereinafter defined);
  • selecting and confirming a Subscription Plan (as hereinafter defined);
  • making payment of the Subscription Fee (as hereinafter defined);
  • receiving Reports (as hereinafter defined);“Agreement” means a contract for cloud mining infrastructure access and IT operatorship formed between you and SwissCrypOne as further provided in Clause 2.4 of these Terms & Conditions;
  • “Allocated Hash-Power” means part of the Hash-Power (as hereinafter defined) allocated to you according to the selected and confirmed Subscription Plan (as hereinafter defined);

“Allocation Term”means 360 consecutive days;

“Blockchain” is a digital network technology designed to facilitate recording, authentication and validation of business transactions and/or tracking of assets and implementing the method of decentralized (distributed) ledger that is shared among multiple network participants by way of peer- to-peer replication through use of specific computer algorithms;

“Blockchain Application” means a computer application developed for the purpose of storing and/or transmitting value and/or data with the use of Blockchain;

“Business Day” means:

  • in relation to any payment obligation, a day on which commercial banks are open to conduct business in the countries of the paying persons;
  • in relation to any notice obligation, a day on which commercial banks are open to conduct business in the countries of the persons receiving a notice; and
  • otherwise, a day on which commercial banks are open to conduct business in Canton Zug, Switzerland

“Consequential Loss” means any indirect, special, exemplary, consequential or incidental loss, damage, cost, expense or liability which is not immediately and directly caused by acts of any person, including loss or deferment of production, profit, revenue, contract, interruption of business, loss of goodwill, liability in contract or in tort, whether or not the relevant person knew, or ought to have known, that such indirect or consequential loss, damage, cost, expense or liability would be likely to be suffered;

“Cryptocurrency” means a Blockchain Application designed to facilitate various business- specific processes related to turnover of tangible and/or intangible assets, including, inter alia, Blockchain-based crowdfunding;

“Dedicated Mining” means the use of the Hash-Power to support the Mining activities for one or several specific Cryptocurrencies selected by you from a list (as from time to time updated) of Cryptocurrencies that may be supported by Mining with the use of the Allocated Hash-Power as published by SwissCrypOne on the Website;

“Discretional Mining” means the use of the Hash-Power to support such Cryptocurrencies as SwissCrypOne shall in its sole Reasonable Opinion determine to produce the best Mining Reward;

“Hash” means a computing process involved in processing existing set of Blockchain data with the purpose of producing a new set of data recorded on that Blockchain;

“Hash-Power” means the computing capacity of computer hardware owned or otherwise lawfully held and operated by SwissCrypOne for the purposes of performing Mining (as hereinafter defined) and measured in Hashes per second or the increments thereof (KHs, or thousand Hashes per second, or MHs, or one million Hashes per second);

“KYC Information” means the “know your customer” information to be provided by you in accordance with these Terms & Conditions, and incudes, inter alia:

  • Company name (where you act as a body corporate) or first name and family name (where you act as a physical person);
  • Your ultimate beneficial owner(s) (where you act as a body corporate);
  • Registered address and place of business (where you act as a body corporate) or residentialaddress (where you act as a physical person);
  • Contact telephone number;
  • Contact email address;
  • Bank account details;
  • Documents confirming in reasonable detail source of your funds where the total amount of the Subscription Fee equals or exceeds US$10,000 (Ten Thousand U.S. Dollars) or €10,000 (Ten Thousand EURO);
  • Wallet ID;
  • Such other information as SwissCrypOne may in its sole Reasonable Opinion (as hereinafter defined) consider relevant and/or prudent to obtain;

“Liabilities” shall mean costs, expenses, claims, damages, losses (including, but not limited to, costs of any proceedings, investigation, litigation and arbitration, whether formal or informal), liabilities (including without limitation Tax levied directly or indirectly in the form of a withholding tax or otherwise, but excluding any Tax assessable in the jurisdiction of SwissCrypOne’s incorporation and/or domicile with reference to SwissCrypOne’s income) and penalties;

“Mining ” means the utilization by SwissCrypOne of the Hash-Power to support one or several Cryptocurrencies by means of enabling Blockchain-specific computer algorithms over the relevant peer-to-peer computer network(s);

“Mining fee” means SwissCrypOne’s performance fee represented by 30% of the mining profits;

“Mining Reward” means such reward for Mining as determined by attributes of a specific Cryptocurrency;

“Payout” means distribution to you of the Subscriber’s Reward by SwissCrypOne as further provided in Section 4;

“Payout Schedule” means the frequency of SwissCrypOne making Payouts elected by you at the time of selecting and confirming the Subscription Plan and represented at your election by

  • (i) monthly Payouts (occurring on the Business Day immediately following expiration of each calendar month falling within the Allocation Term) or
  • (ii) bi-monthly Payouts occurring on the 15th day of each calendar month falling within the Allocation Term and on a Business Day immediately following expiration of each calendar month falling within the Allocation Term, and final Payout on the Business Day immediately following expiration of the Allocation Term;

in case you elect monthly Payouts, you shall also be entitled over the Allocation Term to four (4) on-demand Payouts upon a not less than forty-eight (48) hours’ prior notice to SwissCrypOne;

“Reasonable Opinion” of a person means the opinion of that person arrived at in good faith and through the proper exercise of judgement, considering all the relevant circumstances known to that person at the time the opinion was held;

“Report” means a written report summarising in such form and format as SwissCrypOne shall in its Reasonable Opinion deem fit the following information:

  1. The previous calendar month’s Supported Cryptocurrencies;
  2. Distribution during the previous calendar month of the Allocated Hash-Power among Supported Cryptocurrencies;
  3. Total Hash-Power utilized during the previous calendar month with respect to the Supported Cryptocurrencies;
  4. Total Mining Reward generated during the previous calendar month with respect to the Supported Cryptocurrencies;
  5. Subscriber’s Reward; and
  6. Indicative current market value of the Subscriber’s Reward;

“Subscriber’s Reward” shall mean a share of the overall Mining Reward produced by SwissCrypOne Mining relevant Supported Cryptocurrencies, such share being pro rata to the ratio of Allocated Hash-Power (less the portion of the Allocated Hash-Power corresponding to the Mining Fee) in the total Hash-Power utilized by SwissCrypOne to perform Mining with respect to the Supported Cryptocurrencies as evidenced by the SwissCrypOne’s Report;

“Subscription Fee”shall have the meaning assigned to it int he Agreement;

“Subscription Plan” means an election confirmed by you through the Website (as hereinafter defined) in accordance with these Terms & Conditions with respect to the following:

      • requested Allocated Hash-Power;
      • requested Allocation Term;
      • requested Payout Schedule;
      • Dedicated Mining or Discretional Mining; and
      • amount of the Subscription Fee;

“Supported Cryptocurrencies” means such Cryptocurrencies as have been supported during the Allocation Term by Mining with the use of the Allocated Hash-Power; a full list (as from time to time updated) of Cryptocurrencies that may be supported by Mining with the use of the Allocated Hash-Power is available on the Website;

“SwissCrypOne’s Indemnified Person” shall mean SwissCrypOne, its affiliates, partners or representatives, and each of the their respective directors, officers, employees, representatives, agents or contractors;

“Wallet ” means a software application or a combination of a software application and specifically designed hardware that stores private and public keys and interacts with one or several Cryptocurrency Blockchains to enable users to monitor their assets that are recorded and transferred with the use of the Blockchain;

 

1.2 Interpretation In these Terms & Conditions and the Agreement, except to the extent that the context requires otherwise:

1.2.1 a “Law ” includes any law, decree, regulation, ordinance, rule, official directive, request or guideline (whether or not having the force of law within a specific jurisdiction) issued, endorsed, promulgated, enacted or otherwise introduced by any government, intergovernmental or supranational body, governmental agency or department, local administrative authority or any division thereof, by any regulating or self-regulating or similar market organization or body, or any order, injunction, judgement or award of any court or arbitration tribunal of competent jurisdiction, in each case as subsequently amended, modified or re-enacted and any other instruments made at any time under, or deriving validity from, the relevant law, decree, regulation, ordinance, rule, official directive, request, guideline, order, judgement or award;

1.2.2  a “Person” includes any natural or legal person (including any firm, company, corporation, voluntary union, trust, joint venture, partnership or any incorporated or unincorporated entity or any other association (whether or not having separate legal personality), including any government or local administration agency), or two or more of the foregoing;

1.2.3  any reference to a “day” or number of “days” (without the explicit qualification of Business Day) shall be interpreted as a reference to a calendar day or number of calendar days;

1.2.4  any references to sections, clauses, sub-clauses, paragraphs or schedules are references to the relevant sections, clauses, sub-clauses, paragraphs or schedules of these Terms & Conditions and the Agreement (as appropriate);

1.2.5  references in the singular shall include references in the plural and vice versa, words denoting any gender shall include any other gender;

1.2.6  section and clause headings are for ease of reference only and shall not be taken into account for the purposes of interpretation;

1.2.7  references to an agreement, deed, instrument, licence, code or other document, or to a provision contained in any of these, shall be construed, at the particular time, as a reference to the relevant agreement, deed, instrument, licence, code or other document as it may then have been amended, varied, supplemented, modified, suspended or novated;

1.2.8  the words and phrases “other”, “including” and “in particular” shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

 

2 Account and Subscription Plan

2.1  Upon acceptance by you of these Terms & Conditions you will have an option to set up an Account. To compete Account setup process you should follow the wizard on the Website and provide all requested information. Setting up your Account is free of charge. Please make sure to securely store a password you create to access your Account; SwissCrypOne does not accept and hereby expressly waives any liability for any damages incurred as a result of unauthorized access of any third parties to your Account through loss or theft of your password.

2.2  Upon completion of the Account setup process you will be prompted to select and confirm a Subscription Plan. If no selection and confirmation of the Subscription Plan occurs within 3 months from setting up your Account, your Account will be discontinued; in an event your selection and confirmation of the Subscription Plan shall be voided as provided in Clause 2.3, and no new selection and confirmation of a Subscription Plan occurs within 3 months from the previous selection and confirmation having been so voided, your Account will be discontinued.

2.3  Upon selecting and confirming a Subscription Plan you will be redirected to secure payment page for making payment of the Subscription Fee. In an event no payment of the Subscription Fee occurs within 6 hours following selection and confirmation of a Subscription Plan, your selection of the Subscription Plan shall be void.

2.4  Acceptance of these Terms & Conditions, setting up an Account, selection and confirmation of a Subscription Plan and payment of the Subscription Fee shall, taken together, form a contract between you and SwissCrypOne, whereby SwissCrypOne shall make available to you for the Allocation Term the Allocated Hash-Power (less the Mining Fee) and whereby you appoint SwissCrypOne, and SwissCrypOne accepts the appointment in consideration for SwissCrypOne retaining the Mining Fee, to use the Allocated Hash-Power in SwissCrypOne’s own name, and on your behalf, in accordance with a Subscription Plan solely for the purposes of either Dedicated Mining or Discretional Mining.

2.5  Allocation of the Hash-Power as provided in Clause 2.4 above shall be on a non-exclusive basis and SwissCrypOne retains the right to act, whether concurrently with the Allocation Term or otherwise, for any other person, including any person whose interests may generally be inconsistent with your interests, as well as use the Hash-Power (including the Hash-Power corresponding to SwissCrypOne’s Mining Fee) for its own purposes, provided, however, that SwissCrypOne shall use good faith efforts to procure that your interests, on the one hand, and the interests of such other persons and/or SwissCrypOne itself, on the other hand, shall at all times be equally regarded.

2.6  Notwithstanding any provisions of these Terms & Conditions SwissCrypOne shall not be construed or interpreted to be bound with an obligation to act under or in compliance with any your instructions with respect to Dedicated Mining if abidance therewith shall, or may in SwissCrypOne’s Reasonable Opinion, result in any breach of any applicable law.

2.7  Neither these Terms & Conditions or the Agreement, nor the performance by you and SwissCrypOne of your and their respective obligations hereunder or thereunder shall constitute a partnership between you and SwissCrypOne or shall be construed or allowed to be construed as creating between you and SwissCrypOne a fiduciary arrangement.

 

3 Fees

3.1  You shall pay the Subscription Fee in full in accordance with Section 2 of these Terms & Conditions.

3.2  SwissCrypOne shall effect the retention of the Mining Fee at the time of making the Allocated Hash- Power available to you, such retention applying thereafter throughout the Allocation Term.

3.3  Fees payable to SwissCrypOne hereunder shall be the sole and full compensation for performance by SwissCrypOne under the Agreement and shall be deemed to compensate for all costs and expenses which may be incurred by SwissCrypOne under the Agreement. For the avoidance of doubt, the Subscriber’s Reward shall be subject to Payout in full without the SwissCrypOne retaining any part of it on account of its services under the Agreement.

 

4 Payouts

4.1  Subscriber’s Reward shall be made available to you in accordance with the Payout Schedule by way of transfer to your Wallet of the corresponding amount of units in which the relevant Mining Reward is collected by SwissCrypOne in accordance with the attributes of the Supported Cryptocurrencies. You shall procure that the Wallet designated by you for the purposes of collecting the Subscriber’s Reward shall be compatible with the technical requirements of the relevant Supported Cryptocurrencies. SwissCrypOne has no responsibility in case of a wrong Wallet address being provided by you, and Payouts cannot be reversed in case such wrong address would have been provided.

4.2  You may request not less than seventy-two (72) hours in advance of the relevant Payout that the Subscriber’s Reward shall be made available in U.S. Dollars or EURO. SwissCrypOne may at its sole discretion accept such request, in which case SwissCrypOne shall convert the Subscriber’s Reward subject to the relevant Payout into the U.S. Dollars or EURO (as appropriate) at such rate or rates of exchange available to SwissCrypOne at the time of its receipt of your request pursuant to this Clause as SwissCrypOne shall in its Reasonable Opinion consider appropriate.

 

5  Disclaimer

The Website contains illustrative examples of correlation between hash-power utilized to perform Mining and the Mining Reward.While information contained on the Website is based on historical data available to SwissCrypOne from open sources that, in SwissCrypOne’s Reasonable Opinion, are reliable and trustworthy, any past performance is not a guide or promise whatsoever to future performance; besides, attributes of many of the Cryptocurrencies are preconfigured in such a way that over the time they cause (i) a general reduction of the Mining Reward; and (ii) a gradual increase in the complexity of Mining, resulting in higher Mining costs. Therefore, any illustrative examples provided on the Website may not and shall not be considered as a valid basis for any forward-looking projections with respect to any future Mining Reward.Furthermore, SwissCrypOne does not provide any warranty, opinion or estimate (either express or implied) with respect to the value of the future Mining Reward (and any income from it) which is entirely dependent on the market conditions which may be favourable as well as unfavourable (including, without limitation, high volatility resulting in the assets’ market value being capable of falling suddenly and substantially), and therefore such value and income may go up as well as down.

 

6  Reporting

On the first Business Day of each calendar month falling within the Allocation Term SwissCrypOne shall make available and communicate to you the Report solely through your Account on the Website.

 

7  KYC

7.1  At the time of opening the Account, and thereafter during the Allocation Term promptly upon receipt of a request from SwissCrypOne, you shall provide to SwissCrypOne the KYC Information in a format as stipulated by SwissCrypOne.

7.2  During the Allocation Term you shall within fifteen (15) Business Days of becoming aware that any previously provided KYC Information has become untrue, incomplete or inaccurate in any respects or misleading provide to SwissCrypOne updated KYC Information.

7.3  In performing its obligations under the Agreement SwissCrypOne shall rely on any KYC Information furnished to it by you, and SwissCrypOne shall bear no responsibility in connection with completeness and/or accuracy of such information, nor shall SwissCrypOne be obliged to verify completeness and/or accuracy of any such information.

 

8 Intellectual Property Rights

The Website is the property of SwissCrypOne. Copyright and all other intellectual property rights subsisting in the Website and each and every piece of information provided on or through the Website is owned by SwissCrypOne or a third party licensor. The content of the Website may be downloaded, copied, or printed for personal and private use only. It is prohibited to reproduce, transmit, modify, or delete the information, content, or notices contained on the Website without the prior written consent of SwissCrypOne.

 

9 Liability and Indemnity

9.1  You shall indemnify and hold harmless SwissCrypOne’s Indemnified Person to the fullest extent permitted by law against and from any and all Liabilities based upon, relating to, or arising out of making the Allocated Hash-Power available to you and/or use of the Allocated Hash-Power as provided in the Agreement; provided, however, that you shall not be liable under this Clause (a) for any Liabilities based upon, relating to, or arising out of any of SwissCrypOne’s engagements with any third party, including without limitation any actual or alleged breach of fiduciary duty or confidentiality obligation owed by SwissCrypOne to any third party, or (b) to the extent that it is finally judicially determined, or expressly stated in an arbitration award, that such Liabilities resulted primarily from negligence, fraud or wilful misconduct of a SwissCrypOne’s Indemnified Person.

9.2  You shall indemnify and hold harmless SwissCrypOne’s Indemnified Person fully and effectually against all Liabilities arising in consequence of or in connection with any of the KYC Information being or proving to be untrue, incomplete or inaccurate in any respects or misleading or as a result of you defaulting under your obligation to update the KYC Information as provided in Clause 7.2.

9.3  You shall indemnify and hold harmless SwissCrypOne’s Indemnified Person fully and effectually against all Liabilities based upon, relating to, or arising out of any of your representations or warranties being or proving to have been incorrect or misleading in any respect when made or deemed to be made.

9.4  Any liability of SwissCrypOne for failure to perform any of its obligations under the Agreement resulting from incompatibility of your designated Wallet with a specific Cryptocurrency is hereby expressly waived.

9.5  In the absence of negligence, fraud or wilful misconduct (which for the avoidance of doubt shall exclude any error of judgment or good faith mistake in Reasonable Opinion) on the part of either of the SwissCrypOne’s Indemnified Persons, SwissCrypOne shall not be liable for any Liabilities whatsoever or howsoever arising, suffered or incurred by you, your affiliates, or yours or their respective directors, officers, employees, representatives, agents or contractors.

9.6  Nothing in this Agreement shall be construed or interpreted as holding either of SwissCrypOne’s Indemnified Persons liable to you, your affiliates, or yours or their respective directors, officers, employees, representatives, agents or contractors in respect of any Consequential Loss.

 

10 Tax

10.1  You shall be solely responsible for any Tax liability as per the applicable laws in your legal jurisdiction with respect to the Subscriber’s Reward and/or any amounts received by you under the Agreement without recourse to, or the right to obtain reimbursement from, SwissCrypOne.

10.2  Notwithstanding the foregoing, where SwissCrypOne is required by law to make any withholding and/or deduction on account of any Tax with respect to the Subscriber’s Reward and/or any amounts paid or becoming payable to you under the Agreement, SwissCrypOne shall make such withholding and/or deduction and any payment required in connection therewith, even retroactive as may be applicable when SwissCrypOne is notified of such obligation by Tax authorities of a relevant jurisdiction, within the time allowed for such withholding and/or deduction or payment before any penalties shall accrue or shall be applied and shall forthwith upon making such withholding and/or deduction or payment deliver to you evidence reasonably satisfactory to you that the Tax withholding and/or deduction and (if applicable) any associated payment has been made to the relevant Tax authority. For the avoidance of doubt SwissCrypOne shall not be under any obligation to reimburse you for any amount so withheld and/or deducted or paid on account of any Tax.

10.3 All payments to SwissCrypOne on account of the Subscription Fee shall be made without any set- off or counterclaim and without any withholding and/or deduction on account of any Tax, unless such withholding and/or deduction is required by applicable law; in the event any withholding and/or deduction on account of any Tax is required by applicable law to be made in connection with any amounts payable to SwissCrypOne on account of the Subscription Fee, the amount of payment due from you shall be increased to an amount which (after making any such withholding and/or deduction) leaves that amount equal to that which SwissCrypOne should have received and retained if no such withholding and/or deduction had been required.

 

11 Representations and Warranties

11.1  Status

(a)  Where you act as a body corporate, you represent and warrant that you are a corporation, duly incorporated and validly existing in good standing under the laws of your jurisdiction of incorporation; where you act as a physical person, you represent and warrant that you possess full legal capacity and competence that is not or has not been limited or restricted in any manner under any applicable law; and

(b)  You have the power to own your assets and carry on your business as it is being conducted or is proposed to be conducted hereunder;

11.2  The obligations expressed to be assumed by you in these Terms & Conditions and the Agreement are legal, valid and binding obligations enforceable against you in accordance with their provisions (except as enforcement may be restricted or limited by any bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally);

11.3  The entry into and performance by you of the Agreement and any transactions contemplated thereby do not and will not conflict with:

(a)  any law or regulation applicable to you;

(b)  where you act as a body corporate, your constitutional or other internal governance documents; or

(c)  any agreement or instrument binding upon you or any of your assets;

11.4  There is no existing, pending, or to the best of your knowledge, threatened against you, any action, suit or proceeding at law or in equity or before any court, tribunal, government body, agency or official or any arbitrator that purports to affect, or is likely to affect, the legality, validity or enforceability against you of these Terms & Conditions or the Agreement or any transaction contemplated and governed thereby or your ability to perform your obligations thereunder or under any transaction contemplated and governed thereby or legality to perform any actions thereunder by SwissCrypOne, and you are not aware of any proceedings that might be threatened against you or claims that might be made against you in the future;

11.5  You do not meet the criteria of insolvency (bankruptcy) under any applicable law and have not expressed your inability to pay your debts as they fall due; you have not suspended payment of any of your debts or discharge of any other pecuniary obligations (except for those duly contested by you in the ordinary course of your business), and you have not commenced, because of the existing or anticipated financial difficulties, negotiations with one or more creditors (or any group or class of creditors) to restructure your outstanding debt; no moratorium has been introduced in respect of any of your debt; no proceedings have been brought with respect you at law or in equity which may result in acknowledgement of you as insolvent (bankrupt); no trustee, receiver or administrator or any other person having similar authorities has been appointed with respect to you or your assets;

11.6  All KYC Information is true, complete and accurate in all respects and not misleading and you are not aware of any fact or matter or circumstances not disclosed in writing to SwissCrypOne which renders any KYC Information untrue, inaccurate or misleading;

11.7  You are capable of adequately assessing (with and/or without obtaining independent tax, accounting, regulatory, financial and other professional advice as you have deemed necessary or prudent to obtain) the benefits and risks associated with you accepting these Terms & Conditions and entering into the Agreement and performing thereunder and you are doing so on the basis of your own judgement and deliberations; in particular, you are fully aware of inherent risks associated with any use of the Blockchain and Blockchain Applications (including Cryptocurrencies) and were not induced to accept these Terms & Conditions and enter into the Agreement by any representation, promise or warranty of SwissCrypOne (whether or not contained in these Terms & Conditions or the Agreement and/or otherwise published through the Website) with respect to any actual or purported value created by Mining;

11.8  No communication (whether written or oral) received by you from SwissCrypOne or its affiliates shall be deemed to be an assurance or guarantee as to any expected results of performing Mining; none of the information contained on the Website and/or otherwise provided to you by SwissCrypOne or its affiliates in connection with accepting these Terms & Conditions and entering into the Agreement can be regarded or be relied upon as an investment proposal or an investment advice or a recommendation to enter into the Agreement;

11.9  Any funds that are being used by you for payment of the Subscription Fee have been received by you from sources and operations unrelated to violation of any applicable laws (including, without limitation, money laundering and financial crimes laws), and with respect to these funds there are no circumstances, the presence of which may, in accordance with any applicable law, form grounds for investigation in connection with the legalization of income which is illegally obtained.

 

12 Notices

Any notice or other communication to be made pursuant to the Agreement shall be made by hand, by electronic mail or by generally accepted international courier service operating between the country of the sending party and the country of the recipient party. Any such notice or communication shall be conclusively deemed to have been delivered to and received by the party it is sent to at the time of actual delivery if delivered by hand, or, if sent by email in a readable form and subject to the sending party obtaining a return receipt confirming that the message has been displayed on the recipient party’s computer, on the same Business Day – if sent before 4.00 p.m. CET on a Business Day, or on the next Business Day – if sent after 4.00 p.m. CET, or when signed for receipt in case such communication is sent by courier service.

 

13  Term and TerminationSwissCrypOne may terminate the Agreement by serving upon you a five (5) days’ prior termination notice in either of the following events:

(a)  No KYC Information shall be provided to SwissCrypOne as provided in these Terms & Conditions;

(b)  Any of the KYC Information proves to be untrue, incomplete or inaccurate in any respects or misleading at the time such KYC Information is provided hereunder or you fail to update the KYC information within fifteen (15) Business Days of becoming aware that any of the previously provided KYC Information has become untrue, incomplete or inaccurate in any respects or misleading;

(c)  SwissCrypOne shall find that, in its Reasonable Opinion, any of the KYC Information indicates that it is or may become unlawful for SwissCrypOne to perform any of its obligations under the Agreement or continued performance by SwissCrypOne under the Agreement shall or may reasonably be expected to damage its business reputation or otherwise prejudice in any manner its interests;

(d)  Any representation or warranty made or deemed to be made by you is or proves to have been incorrect or misleading in any respect when made or deemed to be made;

(e)  It is or becomes unlawful for SwissCrypOne to perform any of its obligations under the Agreement;

(f)  You refuse to accept any amendments as may from time to time be made to these Terms & Conditions; or

(g)  You perform negative communication about SwissCrypOne or any persons associated with it directly or indirectly, whether directly or indirectly on any social media, press, or other means of communication.

 

14  General

14.1 Records

Any records maintained by SwissCrypOne in connection with these Terms & Conditions and the Agreement (including the Report) shall, in the absence of a manifest error, constitute a prima facie and conclusive evidence of the matters to which they relate. Any such records, including your details, shall be considered confidential and shall not be disclosed to any third person unless validly instructed by a court or a competent authority.

14.2 Variation

(a) These Terms & Conditions may be subject to amendment, variation, modification, suspension or novation as and when SwissCrypOne shall in its Reasonable Opinion consider appropriate; provided, however, that SwissCrypOne shall notify you via your Account at least 10 days prior to the relevant amendments, variations, modifications, suspension or novation taking effect; you will be asked to confirm your agreement with any such amendments, variations, modifications, suspension or novation; in an event you fail to either confirm your agreement or to confirm your disagreement with any such amendments, variations, modifications, suspension or novation within time indicated in the notice of the same communicated to you as provided herein, your agreement with any of them shall be deemed confirmed at the time of the relevant amendments, variations, modifications, suspension or novation taking effect;

(b) No variation of the Agreement shall be effective unless made in writing and confirmed by both, yourself and SwissCrypOne.

14.3  In v a lid ityNo invalidity, illegality or unenforceability of any provisions of these Terms & Conditions or the Agreement under the laws of any jurisdiction shall affect validity, legality or enforceability of the same provisions under the laws of any other jurisdiction or validity, legality or enforceability of any other provisions of these Terms & Conditions or the Agreement in any jurisdiction whatsoever. SwissCrypOne shall in good faith elaborate one or more provisions which may be substituted for any such invalid, illegal or unenforceable provision and which are satisfactory to all relevant competent authorities and produce as nearly as is practicable in all the circumstances the appropriate balance of the commercial interests between you and SwissCrypOne.

14.4  Waivers and Remedies

(a)  No failure to exercise, nor any delay in exercising of, on the part of either you or SwissCrypOne, any right or remedy under these Terms & Conditions and/or the Agreement shall impair or operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy;

(b)  The rights and remedies provided in these Terms & Conditions and/or the Agreement are cumulative and not exclusive of any rights or remedies provided by law;

(c)  Any waiver by either you or SwissCrypOne of the obligations of the other under these Terms & Conditions and/or the Agreement shall be in writing, signed by either you or SwissCrypOne (as appropriate) and shall not affect any other obligations not specified in such waiver.

14.5 Assignment

(a)  You shall not have the right to assign any of your rights, benefits or obligations under the Agreement without prior written consent of SwissCrypOne, such consent not to be unreasonably withheld, provided, however, that the permitted assignee shall not be entitled to any greater benefit or be subject to any lesser obligation than that to which the assignor is entitled or subject to at the time of assignment;

(b)  SwissCrypOne may exercise assignment under the Agreement upon a ten (10) Business Days’ prior written notice to you. For the avoidance of doubt, SwissCrypOne subcontracting and/or outsourcing all or any part of its performance under the Agreement shall not constitute an assignment and shall not require any prior notice to be served to you pursuant to this Clause.

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