Client Agreement
Xazur Technologies Europe UAB
Client Agreement
This document forms part of the client agreement with Xazur Technologies
Europe UAB
Compliance Xazur Digital
2-5-2023
1. Xazur Technologies Europe UAB (referred to as the “Company”, “Xazur Digital”, “XD”, “us”,
“we”, “our” or “ourselves”) is incorporated in Lithuania, registered number 305945076 and
has its registered office at Suite Perkūnkiemio g. 13-91, LT-12114 Vilnius. This agreement
sets out the terms on which we will conduct business with you. It is essential that you read
and understand these Terms and Conditions (“T&Cs”) prior to applying for our services. Your
use of our services will confirm your acceptance of the terms. XD does not provide advice on
the legal implications of accepting this agreement.
Services
Execution only
2. By opting to use our execution-only services you will be deemed to be trading on an
execution-only basis. Please note that unlike investing in financial instruments, when
investing or dealing in Digital Assets there are no rules or protections. You will therefore not
benefit from the protections of the rules relating to suitability, which would otherwise
require XD to ensure that a product is suitable for you when taking into account your
financial situation and your transaction objectives. We will accept no responsibility for
advising you as to the merits of any transaction. We do not accept responsibility on a
continuing basis for advising on the composition of your account.
3. If we agree to provide our execution-only service, we will not provide you with advice but
will only act upon and effect your instructions as and when such instructions are received
from time to time. You will be relying on your own judgement. In this respect, should we
comment or provide information in relation to a Digital Asset or a transaction this does not
itself amount to advice on the merits of a transaction in the Digital Asset, investment advice
or the legal or tax status or any consequences that may flow from the event.
Fiat & Digital Assets.
4. We shall not execute any transaction for you unless you have paid us (or third party whom
we may direct on our account) a sufficient amount of fiat or Digital Asset to cover any
transaction(s), our fees and charges and/or costs which may be incurred as a result of
services conducted on your behalf.
5. The fiat or Digital Assets transferred to us for the intention of being funds arising from or
intended for custodianship or execution-only transactions are accepted by us exclusively in
the course of providing our services. Fiat held by us, if requested, can be pooled in a
separate client account that is used by us only for the purpose of holding client funds.
6. We will not use your fiat for our general business purposes. It will not be used for any
purposes other than as part of a payment and liability in respect of conducting services on
your instructions or on your behalf as directed.
7. Any sums due to you on any sale or another transaction in relation to a Digital Asset shall be
held as client money unless withdrawn at your request less any financial obligation from the
services rendered.
8. You may withdraw any surplus fiat provided your account has a minimum amount of not less
than the amount we may specify from time to time or this agreement has been terminated
and we are satisfied that no further liabilities are to be incurred by us or any third party
acting under our direction under this agreement. Withdrawal shall be by BACS or such other
method as we shall in our discretion set out. We may make enquiries with regard to
withdrawals and may refuse to make them where we are not satisfied that such withdrawals
are in accordance with the law.
9. Should you wish to withdraw fiat in excess of any sums held, you may give us instructions to
sell specific Digital Assets.
10. No interest shall be paid on fiat moneys held on your behalf.
11. We have the right to retain all or any of your fiat or Digital Assets in the event of unpaid
fees, charges or other sums owed to us or any third party in connection with providing you
our services in accordance with this agreement. We shall be entitled to sell any Assets or a
sufficient quantity of them to set-off any liability you owe to us or any third party in
connection with our services, after we have given you 5 business days’ written notice of nonpayment of any amount due and if payment has not been made in full by the end of such period. A “business day” means any day where banks in London are open for business and
excludes public holidays.
Digital Assets
12. We will provide general broker/dealing services in any of the following Digital Assets
including:
a. Digital or Virtual currencies - meaning a digital representation of value that can be
digitally traded and functions as (1) a medium of exchange; and/or (2) a unit of
account; and/or (3) a store of value, but does not have legal tender status (i.e., when
tendered to a creditor, is a valid and legal offer of payment) in any jurisdiction. It is
not issued nor guaranteed by any jurisdiction, and fulfils the above functions only by
agreement within the community of users of the virtual currency. Virtual currency is
distinguished from fiat currency;
b. Tokens - meaning digital utility tokens that are issued using Distributed Ledger
Technologies which provide users with access to a product or service though do not
allow or enable users to own any equity in the product of the issuer or any issuing
party or any equity in the service provider, its subsidiary or affiliates.
13. Please note that Digital Assets explicitly do not include any advisory or dealing services in
investments including
a. shares or equity in companies or other legal entities;
b. debt instruments;
c. unit trusts, mutual funds and other collective investment schemes;
d. warrants to subscribe for investments under (a) and (b);
e. depositary receipts or other types of instruments relating to investments under (a),
(b) and (c);
f. futures and options;
g. securitised derivatives;
h. hedge funds;
i. contracts for difference.
14. The Company does not provide advice or assistance in relation to Digital Assets or Tokens
that represent or have characteristics of financial instruments, transferable securities or
collective investment schemes. Therefore Xazur Digital is not authorised nor does it intend
to provide any services under the Financial Services Act 2019 (“the FSA”) in relation to
issuing electronic money, providing payment services concerning a payment transaction as
defined in paragraph 15, part 4, schedule 2 of the FSA, providing a scheme as a collective
investment scheme under the FSA or an offering under the Prospectus Regulation (EU
2017/1129).
Commencement
15. This agreement will commence on the date that it is signed by the client and has been
accepted by XD subject to all compliance documentation provided. Please note that the
Company has the right to withhold services subject to required documentation being
provided by you in respect of its due diligence processes.
Communication
16. This agreement is in English and all future communications will also be in English. We may,
where you have opted to receive it, communicate with you via email or other electronic
media in relation to matters arising under this agreement.
Identified Principal
17. You alone will be treated as our client. For a body corporate, we shall treat the body
corporate as the client and accept instructions from the directors, unless we have a third
party power of attorney where we will treat the attorney as our client.
Digital Asset Custodian
18. We are prepared to act as Digital Asset Custodian subject to the following for the provision
of services in relation to holding, transacting and storing the Digital Assets in relation to the
transactions that we undertake for you under this agreement (“Custodian”). Should we no
longer choose to act on your behalf as custodian of digital assets we may enter into an
agreement with other legal entities to act as a Digital Asset custodian and you will thereafter
have a legally binding agreement with any future possible custodian. You will be notified
prior to the Company outsourcing any aspects of its custodianship services. Should you,
following the notification, not wish to continue with our services, you are entitled to
terminate the agreement in accordance with the termination provisions of these terms.
19. By entering into this agreement with us you appoint the Company as your primary custodian
with the authority to provide settlement and safe custody associated services to you
pursuant to this agreement. The terms on which these services will be provided are
summarised below and may be amended by us from time to time, by providing notice in
writing. You agree that we have the authority to transfer fiat or Digital Assets from your
account to meet your settlement or other obligations to the Company. We will not enter
into any agreement with custodians without first notifying you with written notice.
20. The Company will provide settlement and safe custody associated services to you pursuant
to this agreement. The terms on which these services will be provided are summarised
below and may be amended by the Custodian from time to time, by providing notice in
writing.
21. We retain responsibility for compliance with regulatory requirements, if any, regarding our
own operations and the supervision of your account. In particular, we remain responsible for
approving the opening of accounts, money laundering compliance and for our ongoing
relationship with you. Should Xazur Digital not be acting as Custodian, the Custodian does
not, and is not obliged to, give advice or offer any opinion regarding the suitability of any
transaction or order. You should direct all enquiries regarding your account to us. Other
appointed Custodians will not accept instructions from you directly.
Your Investments
22. You will always remain the beneficial owner of your Digital Assets held with us. However,
their legal title will likely be held under the name of our nominee account or that of any of
Xazur Digital appointed Custodians as may be appointed. We will not lend Digital Assets
belonging to you and held by us, or on our behalf, to any third party nor shall we borrow on
your behalf against the security of those Digital Assets unless you have expressly agreed this
with us.
Execution & Settlement
23. Xazur Digital or another appointed Custodian will provide settlement, safe custody, nominee
and associated services.
24. You confirm that:
a. we have your authority to engage Custodians and third parties to provide
settlement, safe custody, nominee and associated services for you;
b. we have your authority to give instructions to a Custodian (should the Custodian not
be Xazur Digital) on your behalf; and
c. you agree to be bound by the obligations to the said Custodian set out below.
Custody of Your Digital Assets
25. Acceptance of these terms provides authority for Xazur Digital or any appointed Custodian
under the terms of this agreement to hold your Digital Assets in safe custody, to transfer
Digital Assets from your account with us to meet trades effected for you, to accept offers, or
carry out any other actions covered by this agreement.
26. We may hold Digital Assets for you on hardware physical wallets (“air-gapped storage”) in
our premises or at other secure physical locations managed by the Company or temporarily
on Digital Asset exchange accounts in order to allow for more efficient trade execution and
also should we consider that this may be appropriate given any potential security threats.
Your Digital Assets will be held in air-gapped storage insofar as possible unless you agree
with us, in writing, that Digital Assets will be held by us on Digital Asset exchange accounts.
This may be at the option of the client where a Digital Asset is not supported by our offline
air-gapped storage custodianship services or where the client wishes to have Digital Assets
on an exchange account ready for higher frequency trading activity or liquidity.
27. You confirm that by agreeing to these terms you agree to the liabilities to the extent set out
in clauses 75 to 78 in the event that any trade or transfer of your Digital Assets does not
complete, in the event that Digital Assets are stolen from Xazur Digital’s premises, exchange
accounts or air-gapped storage, or in the event that there are any faults, bugs or
vulnerabilities with hardware and/or software of the air-gapped storage that are due to the
manufacturer of such air-gapped storage. Given the nascent nature of some Distributed
Ledger Technologies, technical difficulties may be experienced in transferring Digital Assets.
Whilst Xazur Digital will endeavour to keep your Digital Assets safe and mitigate security
risks, given the nascent nature of some Distributed Ledger Technologies, Xazur Digital may
also become susceptible to technical attacks, malware and/or hacks. Should there be any
problems in transferring your Digital Assets or should any of your Digital Assets be stolen,
Xazur Digital will endeavour to provide you with reasonable disclosure upon discovering any
such difficulties subject to Xazur Digital’s breach processes.
28. You hereby acknowledge and agree that: (a) Xazur Digital and any appointed Custodian may
in unforeseen and/or limited circumstances pool your assets with those it holds on behalf of
other clients and accordingly your assets may not be individually identifiable. You may also
find that your entitlement to new ‘forked’ Digital Assets, distributions and other ‘air drops’
are different from what you would have received if your assets were not pooled; (b) Xazur
Digital may appoint another company in its group of companies to act as nominee or
custodian of your Digital Assets; (c) Your Digital Assets may be registered or recorded in the
name of a custodian or Xazur Digital or an appointed Custodian’s name outside of Lithuania
and consequently the Digital Assets may be subject to different settlement, legal and
regulatory requirements than those which apply within Lithuania and there may be different
practices for the separate identification of assets; and (d) Xazur Digital may pass your Digital
Assets to other brokers, settlement agents and reputable exchanges (whether in Lithuania or
abroad) and you acknowledge that the legal and regulatory regime applying to a foreign
broker, settlement agent or reputable exchange may be different from that of Lithuania and
in the event of a default of such a broker or settlement agent, your Digital Assets may be
treated differently than if they were held in Lithuania.
29. In the situation where Xazur Digital or its agents may become insolvent, Xazur Digital will
need to return your Digital Assets into your control. Xazur Digital, at its discretion or the
discretion of an insolvency practitioner, will arrange the return of your Digital Assets as held
in respective portfolio weightings in our custody facilities or liquidated into a single Digital
Asset to include but not limited to Bitcoin, Ethereum or Litecoin.
30. If Xazur Digital receives notice of a class action or group litigation order that is being
proposed or taken concerning your assets, Xazur Digital will not be obliged to inform you or
act upon that notification.
31. If we agree to provide Custodianship only services we shall implement your instructions on a
case-by-case basis. You will be relying solely on your own judgement. In this regard you
should bear in mind that if we explain or provide information in respect of a Digital Asset or
transaction this does not itself amount to advice on the merits of the transaction in the
Digital Asset or tax status or other consequences which may flow from the event. Xazur
Digital will not operate as a holding account for non-activity. Should the account become
dormant, XD will have the right to charge holding fees for the use of the custody services
offered to the customer.
Advanced Protocols & Forks
32. Unless specifically announced by us to you with written notice, on our website or through
some other official public statement of Xazur Digital, we only accept receipt of particular
Digital Assets and do not support acceptance of metacoins, colored coins, side chains, or
other derivative, enhanced, or forked protocols, tokens, or coins which supplement or
interact with a Digital Asset supported by Xazur Digital (collectively, “Advanced Protocols”).
Do not send Xazur Digital or expect Xazur Digital to receive, request, send, store, or engage
in any other type of transaction an Advanced Protocol. Xazur Digital is not configured to
detect, accept and/or secure Advanced Protocol transactions and Xazur Digital assumes
absolutely no responsibility whatsoever in respect of Advanced Protocols.
33. Xazur Digital does not own or control the underlying software protocols which govern the
operation of Digital Assets supported by us. In general, the underlying protocols are open
source and anyone can use, copy, modify, and distribute them. By using Xazur Digital you
acknowledge and agree (i) that Xazur Digital is not responsible for operation of the
underlying protocols and that Xazur Digital makes no guarantee of their functionality,
security or availability; and (ii) that the underlying protocols are subject to sudden changes
in operating rules (also known as “forks”), and that such forks may materially affect the
value, function, and/or even the name of any Digital Asset held by us on your behalf. In the
event of a fork, you agree that Xazur Digital may temporarily suspend operations (with or
without advanced notice to you) and that Xazur Digital may, in its sole discretion, decide
whether or not to support (or cease supporting) either branch of the forked protocol
entirely. You acknowledge and agree that Xazur Digital assumes no responsibility
whatsoever in respect of an unsupported branch of a forked protocol.
Corporate Actions
Receiving benefits of Digital Assets
34. In the event of any benefit being able to accrue or being derived from holding any Digital
Asset, Xazur Digital assumes no responsibility whatsoever in respect of claiming and
receiving any such benefit on your behalf. We will not be liable for any loss of interest due to
any delay outside of our control in deciding to obtain or claim any benefit on your behalf.
Xazur Digital may, in its sole discretion, decide whether or not to claim or obtain any benefit
in any Digital Asset held by us on your behalf.
Notification
35. We will notify you, promptly upon receipt, of any voting actions affecting your Digital Assets
which are held by Xazur Digital or any appointed Custodian. If the Digital Assets are not held
by us, we will instruct an appointed Custodian, on your behalf, to exercise any voting rights
or reorganisations provided that we receive your instructions to do so in good time. Whilst
Xazur Digital undertakes to notify you of all corporate actions relating to your assets, there
may be instances where Xazur Digital or any appointed Custodian are not advised of a voting
action on any protocol and consequently cannot notify you of the terms of the corporate
action. In such event, Xazur Digital will accept the default option of the action on your behalf
and cannot be held responsible for any loss that you may incur or any other outcome
imposed by the company or its registrar.
Instructions
36. We will take instructions on your behalf. We will not accept instructions from any other
person. We will not be liable to you in relation to any failure to participate in such voting
actions where your instructions are not received in sufficient time. In the event that we fail
to receive an instruction from you and provided the necessary funds are available when
required, we will use our best judgement at the relevant time and you will be bound by our
decisions unless you have given us specific instructions to the contrary.
37. Dealing instructions via Telephone - Instructions received over the telephone will be
considered to be received at the time of the termination of telephone calls. Xazur Digital
may record all telephone conversations as evidence of the instructions given or terms
agreed. You accept that such recorded conversations will be conclusive evidence of the
verbal instructions received by us. We may, at our discretion, require any instructions given
verbally to be confirmed in writing. Where giving instructions to us by telephone our
representative may repeat back to you what they understand are your instructions. You will
be bound by any such instructions last repeated back to you, if you do not correct them even
if they do not reflect your desired instructions they will be deemed to be your instructions
and they will be actioned. This applies whether or not you confirm them or remain silent.
38. Dealing instructions via written means including email and other electronic communication
systems - Instructions via writing should be sent to our registered address Instructions via
email should be sent to tradi[email protected] together with, in copy the @xazur.digital email
address of one of our customer relationship managers.
39. We may accept such instructions, when we believe, in our absolute discretion, that these
instructions originated from you. They will be transacted on a “best endeavours” basis and
we cannot be held responsible for non-receipt of orders. You accept that we shall not be
liable to you for any losses that result from Xazur Digital being unaware of the issuance of
such instructions, and you agree to indemnify us for any losses we incur as a result of
reliance on such instructions. Instructions will only be deemed to be received at the time
they are accepted by Xazur Digital either orally or in writing, by one of our advisers. Neither
we nor Xazur Digital shall be liable to you for any loss or missed opportunity in the event
that instruction has been sent by you to us by fax, email or post and such instructions have
not been expressly accepted by us. Orders cannot be received on behalf of another person
(e.g. husband or wife) unless we have written authorisation.
40. We may at our sole discretion accept or refuse written instructions purporting to be given by
you. On request, we will acknowledge in writing the receipt of any such instructions. We
may rely on any communication in any form, which purports to have been made, and which
we reasonably believe to have been made, by you or on your behalf. You will be bound by
any transaction and/or service(s) entered into and/or expenses incurred on your behalf in
reliance of such a communication. We reserve the right not to carry out any instructions that
we may reasonably suspect to be unlawful.
Withdrawals
41. Should you choose to withdraw your Digital Assets in whole or in part this will incur standard
fees and are subject to our Terms on instructions. Withdrawals can, provided that all
necessary instructions are in place and taking into account the Company’s position (i.e. in
times of extreme market demand of our services), be facilitated in 3-5 business days.
Withdrawals may be possible on a more urgent basis at our discretion outside of these times
at a fee.
Restrictions
42. We reserve the right, at our sole discretion, not to accept a trade, to review and revise your
trading limits, seek references, request Digital Assets to be provided by you at any time
before and/or after a transaction. This may result in your transaction not being processed
immediately and may mean you are unable to deal immediately or whatsoever.
Amendments
43. Any instruction to buy or sell Digital Assets through us forms an irrevocable commitment to
you to buy and sell those Digital Assets in accordance with your instructions. Any
instructions received by us cannot subsequently be amended and/or revoked by you once
they have been accepted and executed by Xazur Digital. Where the dealing instructions
submitted were incorrect, you agree to indemnify Xazur Digital for any costs or losses
incurred by Xazur Digital in respect of transactions entered into on your behalf to correct the
previous transaction, should Xazur Digital decide to accept an instruction to effect such a
correction.
Payment Instructions
44. Instructions to transfer Digital Assets to your public wallet address account may be given to
us by telephone, e-mail or by post. Transfers will only be made to a digital wallet address
where you are able to provide evidence you have ownership of such a wallet (e.g. other
transactions which have occurred to that address) which has been notified to us in writing
and accepted by us. Third party transfers will not be made or will only be made in limited
circumstances as agreed in writing.
Dealing
45. We will endeavour to provide best execution services at our sole discretion. We will
normally execute orders in due turn as soon as reasonably practicable after receipt. Unless
you tell us otherwise you agree that if we are unable to execute your order in full
immediately we may execute our own orders or the orders of other customers whilst
seeking to complete the execution of your order. Depending on the protocol of the Digital
Asset, our best execution services may be affected by delayed transaction times and
difficulties due to delays being experienced on the network.
46. All instructions to Xazur Digital must be on either a “limit price” basis or “best price” basis.
Where you instruct Xazur Digital on a best price basis and the number of units of a Digital
Asset to be dealt is larger than the Digital Asset’s normal market dealing size, the price
obtained may differ from the price indicated to you at the time your instruction to deal was
received.
Stop Loss Orders
47. We do not accept instructions for stop loss orders.
Settlement
48. You will ensure that all Digital Assets due to us are transferred to our designated public
addresses and all documents delivered to us in good order to settle transactions effected by
you or on your behalf, and have done everything necessary to allow settlement by the date
confirmed to you at the time of dealing, or as stated in the contract note (whichever is
earlier). All cash or assets held by us, or transferred to an appointed Custodian are and will
remain free of any lien, charge or encumbrance and all payments due to an appointed
Custodian must be made without set-off, counterclaim or deduction.
49. You agree to indemnify us from all fines, taxes and charges that any exchange or third party
may impose on us or our nominee as a result of your failure to deliver payment or
documents to allow transactions to be settled. You also agree that you are responsible for all
of your obligations in respect of tax liabilities or similar penalties that may result from any
default in your obligations.
50. All sums due to us in respect of commission and any other charges may be deducted from
any Digital Assets which we may hold from time to time on your behalf.
Conflicts of Interest
51. We may have:
a. a material interest in a transaction to be entered into with or for a customer;
b. a relationship that gives, or may give, rise to a conflict of interest relating to the
transaction or service concerned;
c. an interest in a transaction that is, or may be, in conflict with the interest of any of
the firm’s clients;
d. clients with conflicting interests in relation to a transaction; and
e. an arrangement where we receive payments or other benefits for giving business to
the firm through which your order is transacted. Details of such payments or
benefits are always available on request.
52. We are involved in a wide range of investment advisory and discretionary services and may
at times have interests which conflict with those of our clients. We aim to treat our clients
fairly, suitably and appropriately. One of the ways in which we seek to achieve these aims is
to have regard to the conflicts of interest that may arise through our business activities
where such conflicts may involve a material risk of Xazur Digital to our clients. We have put
in place a policy to identify, avoid and manage potential conflicts of interest and we have set
out below a summary of that policy and the key information that is needed by clients to
understand the measures we are taking to safeguard the interests of our clients. Our
internal policies and procedures are designed to ensure that we identify potential conflicts
of interest that arise or may arise between us and our clients and between one of our clients
and another. The circumstances in which such a conflict of interest or potential conflict of
interest may arise, include, but are not limited to, where we may:
a. act on behalf of you and a third party client or investor in the same transaction, and
receive and retain commission or other charges from both parties, with the price of
the transaction being different from the bid or offer price;
b. execute a transaction for you in circumstances where we have knowledge of other
actual or potential transactions in the relevant instrument;
we may implement and maintain a number of procedures and measures for managing
conflicts of interest that arise in the course of our business. Such measures include, but
are not limited to, the following:
a. structural separation. Such separation may be physical or otherwise, including but not
limited to information barriers, compensation arrangements and or management and
supervisory structures;
b. oversight of contacts between and within businesses whose clients have adverse or
competing interests with the clients of other business units;
c. regulation of personal investment and business activities of our employees by
Compliance to prevent conflicts of interest arising with the interests of clients.
d. require employees to comply with a policy of independence and disregard any of the
above factors when advising you.
53. Where these measures are not sufficient to ensure, with reasonable certainty, that risks of
damage to the interests of one or more clients will be prevented, we will be required to
clearly disclose the general nature and/or sources of the conflicts in interest to the client
concerned before undertaking business with or for the client and ask the client for consent.
If we believe there is no practicable way of preventing damage to the interests of one or
more clients, we may decline to act.
54. Further details of our conflicts of interest policy can be provided on request.
55. Subject to clause 51, you agree that we may provide the relevant services despite any such
interest and that we are not required to account to you for any income, gain, profit or
benefit or other advantage arising from doing so. We may however at our sole discretion
decide to inform you as to any potential conflicts and any income, gain, profit or other
advantage that we may receive should we feel ethically obligated.
Execution Only
56. Please note that we will not advise you about the merits of a particular transaction when
you give the order for that transaction and you confirm that you are not expecting such
advice and are dealing on an execution-only basis. If we enter into an execution-only
transaction as a result of your instructions we shall have no responsibility to provide any
ongoing advice about the investment particularly when Xazur Digital is the manager of your
Digital Assets.
Risk Warning
57. You accept that the prices and values of Digital Assets can aggressively go down as well as up
and you may get back less or none of your Digital Assets. Consequently, Xazur Digital cannot
accept responsibility for any movements in the value of your assets. Please refer to our Risk
Notice document included with these terms, on our website https://xazur.digital and also
from us directly by emailing [email protected]. Our Risk Notice is updated from time to
time for your benefit.
Cancellation Rights
58. You accept that you will not have the right to cancel or withdraw from these transactions.
We may be able to reverse or cancel transactions at our sole discretion and such actions
may result in fees that will be communicated to you.
Before Publishing A Research Recommendation
59. We, as appointed Custodian or an associated company, may publish research that we have
acted upon or used the information on which it is based, provided that we do not reasonably
expect any such action to have a material effect on the price of a particular Digital Asset. We
may provide on request written and oral information and research recommendations
(produced by a person other than us) to facilitate your transactions, using sources believed
to be reliable and accurate but which cannot be warranted by us to be accurate and
complete. We do not accept liability for any direct or consequential loss arising from the use
of any research or recommendation provided in this way. As we do not undertake corporate
finance or proprietary trading, our research is independent and without conflict of interest.
Applicable Laws & Regulations
60. All transactions are subject to the terms and the customs and practices of the exchange on
which they are executed. You warrant to us that you are not prohibited from using our
services by the laws of the country in which you currently reside or otherwise, and that your
dealings will comply with all relevant laws and regulations affecting you. We will not be
required to take any action which would, in our opinion, breach any applicable laws or
regulations.
Administration
61. All instructions regarding the administration of your account with us, such as notification of
change of address or bank details must be made in writing to us.
Third Party Instructions
62. If you wish to authorise another party to give instructions on your behalf, the appropriate
details must be included on the third party power of attorney form. We may accept any
dealing instruction we believe, in good faith, to be from any third party authorised by you to
act on your behalf, whether in writing, by telephone, email or otherwise. We will accept any
instruction regarding the administration of your account. Should instruction authority be
altered, suspended or revoked you should notify us immediately. You accept that if you fail
to do so we shall not be liable for any loss that you may incur.
Aggregation of Orders
63. To obtain a more favourable price for your orders, we or any appointed Custodian may
combine them with those of associated companies and persons connected with us, and of
some other clients, instead of executing them separately. If we combine your order with
others, we will follow our policy on aggregation (which requires us reasonably to consider
that it would benefit each customer concerned) although you accept that on occasion,
aggregation may work to your disadvantage.
Events Beyond Our Control (Force Majeure)
64. In the event of any failure, interruption or delay in the performance of our obligations,
resulting from acts, events or circumstances outside our reasonable control (which
circumstances shall include, but not be limited to unanticipated dealing volumes, market
liquidity issues, industrial disputes, acts or regulations of any governmental or supranational
bodies or authorities, act of god, pandemic, threats or acts of terrorism, fire, war, civil
commotion, insurrection, embargo, breakdown, failure, malfunction or delay caused by any
public utility, telecommunications or computer service or systems) we shall not be liable for
any loss or damage incurred or suffered by you.
Regular Information
65. We will send any notices that we are required to send to you to the address and contact
information registered with us.
66. Trade receipts will be issued, either in paper or electronic format, every time you trade (up
to approximately 24 hours after you close your trade) and will provide details of the trade
and charges incurred. If there are any details with which you disagree, please contact us
immediately.
67. Note that when we send communications to you via email, the communication will be
deemed to be delivered to you upon us sending the email to the relevant ISP whether or not
the email arrives at your email address. We will not be obliged to seek acknowledgement or
receipt from you. In the event that we have addressed an email to your email address and it
is seen by another person, you agree that we will be deemed not to have breached any duty
of confidentiality owed to you and we will not be liable for any loss, costs or expenses
incurred by you as a result. We will not be liable to you for any delay or failure of delivery of
any email sent by us.
Joint Accounts
68. You shall be jointly and severally liable for the payment of all sums owing to us and for the
performance of all obligations undertaken by you or on your behalf pursuant to these terms
and conditions.
69. Unless you authorise us otherwise, we will act upon instructions given by any one of you.
Unless and until we receive written notice signed by all of you withdrawing or varying this
authority, any action taken by us in complying with instructions given under such authority
will be binding on all of you. Any amendments to static data including change of address or
bank details must be given in writing by all signatories.
70. In the event of the death of any of you, these terms and conditions will remain binding on
the survivor(s) of you and upon the successors of the deceased party(ies).
71. Documents (such as contract notes, statements and valuations) and payments will only be
sent by us to the first named of you at their address or to such other recipient as you may all
authorise.
72. Where you are trustees of a trust or personal representatives of an estate, you undertake to
give us immediate notice of any change in the trustees or personal representatives.
73. Where you are trustees of a trust, you warrant that you have been validly appointed and
undertake to supply us with copies of any documents now existing (or hereafter executed)
limiting, extending or varying the powers of the trustees or amending the objects of the
trust. Failure to provide us with such copies shall absolve us from any breach of the terms or
objects of the trust.
74. Where you are personal representatives of an estate, these standard terms of business shall
continue in force with you in your capacity as trustees of the relevant will, following
completion of the administration of the estate.
Liability & Indemnity
75. Xazur Digital or any appointed Custodian shall not be liable for any loss arising other than as
a result of its own negligence or wilful default or contravention of regulatory rules, if any,
and, in any event, will not be liable for any indirect or consequential loss (including loss of
profit). Xazur Digital or any appointed Custodian shall have no liability for any market or
trading losses you may incur.
76. You undertake to indemnify Xazur Digital or any appointed Custodian against any liability
(including legal costs) it may incur arising from the provision of its services in relation to your
account, any breach by you of the provisions of this agreement or the agreement that we
have entered into with either of the aforementioned parties or any failure to make delivery
or payment when due.
77. Advice given by either ourselves or our employees in relation to transactions carried out on
your behalf is given in good faith. Xazur Digital shall not be liable for any financial loss
suffered by you unless this results from the negligence, fraud or wilful default of Xazur
Digital or from breach by Xazur Digital of applicable laws and regulations. We and any
appointed Custodian reserve the right to decline to execute any transaction for you, for any
reason whatsoever. The value of your assets and the income arising therefrom may decrease
as well as increase. We shall not be held liable for any loss incurred by you arising from
changes in market conditions or market fluctuations. If any provision of these terms and
conditions is or becomes invalid or contravenes any legal statue set out in Lithuania, the
remaining provisions shall not be invalidated.
78. You hereby agree to indemnify and shall keep us indemnified against all suits, actions,
proceedings, losses, costs, damages, expenses and liabilities whatsoever (including legal fees
on a full indemnity basis) (“Losses”) which we may suffer or incur directly or indirectly as a
result of or in connection with this Agreement including Losses suffered by us in enforcing
our rights under this Agreement.
Undertakings & Liabilities
79. We accept no responsibility for your account until Digital Assets are received and have made
a number of confirmations of not less than 5 on a public blockchain. We also accept no
responsibility for any loss or delay caused in the payment, or transfer of funds, to us.
Prohibited Use
80. You may not use Xazur Digital or Xazur Digital’s services to engage in the following
categories of activity (“Prohibited Uses”). The specific types of use below are representative,
but not exhaustive. If you are uncertain as to whether your use of our services involves a
Prohibited Use, or have questions about how these requirements apply to you, please
contact our team. By agreeing to these terms you agree that you will not use your Account
to do any of the following:
a. Unlawful Activity - Activity which would violate, or assist in violation of, any law,
statute, ordinance, or regulation, sanctions programs or which would involve
proceeds of any lawful activity; publish, distribute or disseminate any unlawful
material or information. This includes market abuse activity and market
manipulation;
b. Abusive Activity - Actions which impose an unreasonable or disproportionately large
load on our infrastructure, or detrimentally interfere with, intercept or expropriate
any system or information; transmit or upload any material to Xazur Digital that
contains viruses, worms or any other harmful or deleterious programs; attempt to
gain unauthorised access to Xazur Digital systems; or transfer your account or rights
to a third party, unless by operation of law or with the express permission of Xazur
Digital;
c. Fraud - activity which operates to defraud Xazur Digital, Xazur Digital clients, or any
other person; provide any false, inaccurate, or misleading information to Xazur
Digital;
Complaints
81. We have a written complaints procedure, a copy of which is available on request. If you are
dissatisfied with any of our services or feel you have suffered a loss through any actions of
Xazur Digital, its directors, employees or agents, then you should write in the first instance
to us. Please see further information on our complaints policy at
https://.xazur.digital/complaints . Please write to the Compliance Officer Digital Asset
Management Limited detailing the nature of your complaint and the redress you are
seeking.
Data Protection
82. Any and all Personal Information (as defined under Regulation (EU) 2016/679 (“GDPR”)) that
we may need to process to provide you with our services will be processed in accordance
with our privacy policy, which can be found on our website https://xazur.digital/privacy and
also from us directly by emailing us [email protected] , and in observance with any rule,
law, and regulation as may be applicable to us from time to time when carrying out such
processing. Our privacy policy is updated from time to time for your benefit.
Marketing
83. You agree that we may also use this information within Xazur Digital for marketing purposes.
If you do not wish to receive marketing information or if your details change, please notify
us in writing.
Anti Money Laundering Legislation
84. XD is obliged under Lithuanian Proceeds of Crime Act 2015 and other legislation to verify the
identity of our customers and carry out due diligence to combat financial crime, money
laundering and terrorist financing. As a result, we will need to make certain enquiries and to
obtain information from you for this purpose. In providing this information you declare and
affirm to us that such assets and/or cash introduced to us by you will be from lawful sources
and not deemed to be unlawful, illegal or immoral, either in their country of origin or in
Lithuania.
Termination
85. You or Xazur Digital may terminate this agreement by giving not less than 1 calendar
month’s written notice which will be effective on receipt. On giving or receiving notice, you
and Xazur Digital shall settle outstanding transactions and liabilities as soon as is reasonably
practicable and subject thereto, your account(s) shall be closed. We are under no obligation
to explain our reasons for terminating the arrangement. Termination will not affect accrued
rights, existing commitments or any contractual provision intended to survive termination
and will be without penalty. If, on termination, any sum is, or may become, due from you to
us, you shall pay such sum to us immediately, and without demand. On termination of the
agreement, we reserve the right to cancel, close out, terminate or reverse any transaction or
enter into any other transaction or do anything which has the effect of reducing or
eliminating any liability under any contracts, positions or commitments undertaken on your
behalf. Where two or more people are contracted with us under a joint agreement a valid
notice of termination given by one person will terminate the agreement as regards all
persons.
86. Upon being provided with a written notice, you agree to provide us with a public wallet
address as soon as is reasonably practicable so that we may return to you the Digital Assets
held on your behalf. This wallet address must be able to receive your selected Digital Asset
currency for receipt.
87. You agree that we are not obliged to verify the correctness or validity of any public wallet
address that you provide to us and subject to returning your digital assets to your specified
public wallet address you agree to hold us free from liability in relation to your Digital Assets.
88. Once we are provided with a public wallet address and you choose your selected Digital
Asset currency of receipt, we will convert your Digital Assets into that currency as soon as is
reasonably practicable.
89. Subject to having received or served a valid written notice, a valid public wallet address and
selected Digital Asset currency of receipt, we will endeavour to return any Digital Assets held
by ourselves as soon as is reasonably practicable, typically in 3-5 business days.
Invalidity of Terms
90. If any provision or term of the Agreement is declared to be illegal, invalid or unenforceable
for any reason (such as breaching GFSC rules or any market rules in which a trade was
effected), that term or provision shall be treated as though it had never been part of the
agreement and will be ineffective without prejudice to the remainder of the term or any
other term or provision thereof. Any deletion shall be considered not to materially affect the
agreement.
Death
91. If you are an individual natural person, in the event that you should pass away, your account
will be suspended, we may close any open position which carries a future contingent
liability, and no instructions over any account in your name can be accepted until the title of
your personal representatives to the account(s) has been granted. Upon receipt of a copy of
the grant of representation of your estate, Xazur Digital will instruct the nominee to deliver
your investments to your personal representatives. We reserve the right to charge fees in
relation to intensive administrative work that Xazur Digital may need to perform for your
Personal Representatives.
Record Retention
92. In accordance with legal and regulatory requirements, we will retain your records for a
minimum period of five years following the termination of any relationship between us.
Amendment
93. We reserve the right to alter these terms at any time, upon giving 10 business days’ notice in
advance. You are deemed to have consented to any alteration that may be effected to these
terms and conditions if we do not receive notification otherwise from you, in writing, within
the time that the changes were notified to you and their coming into effect. No amendment
will affect any outstanding order or transaction or any legal rights or obligations which may
have already risen.
Successors & Assigns
94. For the avoidance of doubt, we may in our absolute discretion and in order to ensure
continued compliance with any rules or regulations, transfer our rights and obligations
hereunder to any assigns and successors legally appointed. Your rights and obligations
hereunder may not be transferred or assigned to any third party without our prior written
agreement although they shall subsist and endure to the benefit of your successors.
Taxation
95. Neither we nor any of our employees, officers, directors or agents hold ourselves out as
having any tax expertise whatsoever, nor do we accept any liability or responsibility for any
kind of loss or damage incurred or suffered by you as a result of or in conjunction with the
tax consequences of any transaction. You should always contact a suitably qualified person
for taxation advice and receive suitable advice. We may request to receive a copy of your tax
advice.
96. The Lithuanian Government has signed intergovernmental agreements with various
countries with the aim of improving international tax compliance. As a result of this,
financial institutions are required to pass on details of any customers they believe may be
foreign tax residents to the Lithuanian Authorities. Information on holding Digital Assets may
be information we may have to disclose under our obligations under Lithuanian law. The
information to be released includes (but is not limited to) the account holder’s (and anyone
connected to the account) name, address, date of birth, tax number, account value at y/e,
interest received and proceeds from any sales. These details do not breach any data
protection laws. Once the Lithuanian Authorities have your details, they will report to the
relevant tax authority. As it is not certain whether Xazur Digital may be obliged to provide all
of this information, Xazur Digital is retaining this information for the avoidance of doubt in
the event of a future need for compliance subject to Record Retention. By accepting these
T&C’s and using Xazur Digital’s services you explicitly agree and authorise Xazur Digital,
should we be required, to provide the Lithuanian Authorities with this data and hold XD free
from any liability and/or damages in relation to any such disclosure.
97. Xazur Digital may withhold sums on account of tax if it deems it necessary to do so or if it is
required by law to do so. You agree to provide us with all such information and
documentation as is reasonably requested by us to enable Xazur Digital to make any such
withholdings. Xazur Digital shall not offer a tax reclaim service and accordingly you will be
responsible for reclaiming any recoverable tax, if any, on your assets.
Internet Facilities & Transferring Digital Assets
98. We may, subject to amendment, include terms in relation to accessing your transaction
orders using an online portal.
Security
99. It is your responsibility to have secure access to the internet when transferring Digital Assets
to Xazur Digital. It is your responsibility to ensure that you securely store the private keys for
any Digital Assets which you hold for your own account and you will not rely on Xazur
Digital’s assistance in this regard and you will indemnify Xazur Digital for any losses which
may be incurred in your transferring of Digital Assets to Xazur Digital and you agree to hold
Xazur Digital not liable for any assistance provided to you with executing transfers from your
Digital Asset public key wallet address.
Information Available on our Website & Advertising
100. We may on our Website provide links to certain internet sites sponsored and maintained by
third parties. Such sites are publicly available and we provide access to such links solely as a
convenience to you. We make no representations or warranties concerning the content of
such sites and the fact that access to such sites is provided does not constitute our
endorsement, authorisation or sponsorship of such sites or their sponsors nor are we
necessarily affiliated to such sponsors.
101. Our products and services may be advertised on our Website. If you have asked us
previously not to send you any marketing material, you agree that this restriction will not
apply in respect of our website.
102. Electronic Advertising. You agree that you will not publicise or disclose to third parties,
unless required by law, your account, the terms of this agreement, our services or the
business relationship without our prior consent. Equally, Xazur Digital will not seek to
publicise or disclose our business relationship, unless as required by law, without your prior
consent.
103. Research. You should understand that whilst you may be able to access certain research
tools and reports through our Website, the availability of such information does not
constitute a recommendation to buy, sell or otherwise trade all or any of the Digital Assets
mentioned therein. Neither we nor our suppliers make any representation as to the
accuracy, completeness or timeliness of any information or opinions made available to you
on the Website. No information or opinions on the Website constitute an offer or
solicitation by us or a person connected with us to buy or sell.. You should seek your own
professional advice as to the suitability of any transactions referred to on our website.
Where Xazur Digital provides certain calculator tools on its Website, Xazur Digital does not
accept responsibility for the validity or results produced by these tools. It is your
responsibility to verify the accuracy of their output.
Copyright
104. All information and opinions on the Website are protected by copyright and other
intellectual property laws. They may be displayed and printed for your personal noncommercial use only. You agree not to reproduce, transmit or distribute them to anyone
(including, but not limited to, bulletin boards, mailing lists or newsgroups) without prior
written consent.
105. You accept that we have no liability to you, arising from breach of confidentiality or
otherwise, if any other person sees any communication, which is deemed to have been
delivered to your e-mail address.
NO Protections Under Any Compensation Scheme
106. The Digital Assets held by us are not protected by any Investor Compensation Scheme
under Lithuanian law as we are not trading, offering or holding ourselves out as providing
assistance in relation to financial instruments.
Governing Law
107. These terms and conditions are governed by the laws of Lithuania and each party submits
to the jurisdiction of the Lithuanian Courts for the resolution of disputes.
Risk Warning
We at Xazur Digital are happy and proud to be able to serve the growing and changing industries of
digital currencies, virtual currencies and tokenized assets (“Digital Assets”). Ultimately we are
committed to setting high standards of governance in managing Digital Assets as one of the world’s
first few providers of Digital Asset management and wish to provide all of our clients and anyone
with whom we engage with as much education on Digital Assets as possible. As a result we wish to
remind you of the risks associated with investing and trading in Digital Assets.
Investing and trading Digital Assets are volatile and the prices can go up and down. Like real goods
and products, the price of Digital Assets are volatile and are subject to large swings in value and at
any time may lose a majority or all of their value. As such, there is an inherent risk that gains or
losses will occur as a result of buying, selling or trading anything on any market. Digital Asset trading
also has special risks not generally shared with official nation issued currencies, goods or
commodities in a market. Unlike most recognised currencies or commodities and financial
instruments, Digital Assets are backed by technology and decentralised systems of trust. Typically
with Digital Assets offered by Xazur Digital will not have a central bank or authority that can take
corrective measures, such as creating or issuing more Digital Assets, in order to protect the Digital
Assets value in periods of crises.
Digital Assets may be autonomous or issued by particular legal entities that may be based and
domiciled in any jurisdiction in the world. Distributed Ledger Technologies are technology
applications and software which by and large share information throughout a number of different
jurisdictions and locations using protocols, many of which are open source. As a result such
open source protocols are subject to change in their architecture, composition and make-up. As
a result, changes may occur and the the underlying protocols are subject to sudden changes in
operating rules (also known as “forks”), and that such forks may materially affect the value,
function, and/or even the name of any Digital Asset.
In Lithuania, if a person is carrying on by way of business any activity in storing or transferring value
for others using distributed ledger technologies (such as blockchain), this is a regulated activity.
Digital Assets are largely unregulated systems and assets in a number of other jurisdictions.
However, some jurisdictions ban and impose criminal penalties on the use, creation and/or the legal
or beneficial ownership of Digital Assets and individuals should always be alive to the jurisdictions
which they may have connections with and how those jurisdictions regulate Digital Assets may
involve criminal liabilities, taxation or other penalties. Digital Assets are susceptible to irrational (or
rational) ‘bubbles’ or loss of confidence (usually referred to as ‘FUD’ - Fear, Uncertainty and Doubt),
which could collapse demand relative to supply. In particular Digital Asset markets are largely
susceptible to consumer sentiment and swings in confidence are particularly volatile. For example,
confidence in particular Digital Assets may collapse due to unexpected changes imposed by software
developers or others, a change of regulatory position, creation of superior competing alternative
Digital Assets, or a deflationary or inflationary spiral. Confidence might collapse because of technical
problems such as where Digital Assets are lost or stolen, if hackers or governments are able to affect
transactions or compromise and affect the settling and processing of other elements of any
particular Digital Asset protocol (for example, a 51% attack). Changes in confidence for any particular
Digital Asset are also inherent due to ongoing reputational and public relation events where
principals of any particular creator or entity responsible for aspects of any particular Digital Asset
may be involved in litigation, fraudulent activity or other reputational questioning. Our view at Xazur
Digital is that individuals should look to Digital Assets to complement their existing investment
strategies and lifestyle choices on digital mediums. Ultimately acquiring and holding Digital Assets
should not simply be done with a view to consider the financial appreciation or depreciation as the
sole metric of the use of Digital Assets. Digital Assets by and large are created with a utility and
ultimate use for individuals and therefore acquiring and holding Digital Assets is not simply an
investment decision; it is a lifestyle choice as to how individuals may wish to carry out their dealings
on digital mediums in the expectation of growing adoption of distributed ledger technologies.
Individuals should always carefully assess whether their financial situation and risk appetite is
suitable for buying, selling or trading Digital Assets. Xazur Digital carries out its own risk assessments
and may choose to not accept the new business of individuals, or indeed may choose to discontinue
servicing existing clients, whose financial position is not one that may accommodate tolerance for
the highly risky nature of trading or holding Digital Assets.
Individuals should be aware of the risks associated with any market maker, platforms or any other
process whereby individuals are purchasing Digital Assets using fiat currencies. These may include
but are not limited to the risks of disclosing personal information such as identity and bank account
information and considering that this information may be compromised. Individuals may also wish to
consider the reputational risks associated with using any particular provider for facilitating the
purchasing of Digital Assets from fiat as such providers may be involved in ‘mixers’ whereby the true
ownership and transaction history of any given Digital Asset wallet is obfuscated by processing
payments through a network of wallet addresses. Similarly individuals should consider the risks
associated with the technical elements of owning Digital Asset wallets and also the risks associated
in holding any Digital Assets in a ‘hot wallet’ (i.e. on a device connected to the internet) and the risks
that they may be susceptible to hacks. Clients should be reminded that whilst Xazur Digital may
recommend various exchanges, Xazur Digital is not responsible for the actions of these exchanges
and clients should note that these exchanges frequently may experience problems in issuing Digital
Assets or issuing fiat in exchange for Digital Assets due to technical issues, regulatory changes and/or
decisions, market liquidity and extreme moments of market demand. Please note that given the
somewhat experimental nature of some Digital Assets and affiliated technologies, liquidity on
certain exchanges may be experienced during moments of high demand.
Ultimately we are committed to safety, security and transparency. We are excited and privileged to
be servicing the Digital Asset management space at such an early stage in its development and we
are committed to provide clients with the best service, support and education but we cannot always
promise perfection during moments of extraordinary high demand. We will continue to update all
our clients of any significant changes to risks by updating this page from time to time and we will
also endeavour to also include updates on our website or other social media pages.
Client Acknowledgement
I/We hereby acknowledge that I/we have received a copy of this Risk Disclosure Statement in the
language of my/our choice and that I/we have read, understood and accepted its nature and
contents. I/We also appreciate that it is not and cannot be taken as a comprehensive or exhaustive
list of all possible risks. I/We further confirm that I/we have been given the opportunity to ask
questions and to take independent professional advice if I/we so wished. In the event of any
inconsistency between the English version of this document and any translation, the English version
will prevail. I/we acknowledge that if I/we am/are in any doubt as to the meaning of the English
language version or the accuracy of any translation, I/we should seek independent advice before
signing.
NAME______________________
TITLE_______________________
NAME OF COMPANY_________________________________
DATE________________________
SIGNATURE_________________
