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 [email protected]azur.digital 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.


Email

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_________________