General terms and conditions Coinmerce B.V.
1. Definitions and applicability,
In these General Terms and Conditions, capitalized terms shall have the following meanings:
- the application of Coinmerce by which the User can buy or sell Cryptocurrencies (as defined below);
- Coinmerce B.V., a private company with limited liability, having its registered office and place of business in (1431 VL) Aalsmeer at Zwarteweg 121, registered in the trade register with the Chamber of Commerce under number 70036969;
Cryptocurrency or Cryptocurrencies
- cryptographic digital currency offered by Coinmerce through the Application and/or the Website to the User;
- any natural or legal person who has entered into any legal relationship with Coinmerce, expressly including entering into an agreement for the purchase or sale of Cryptocurrencies;
- the website of Coinmerce: www.coinmerce.io.
By creating an account through the Application or on the Website, the User declares that he or she has received, read, understood and accepted these Terms and Conditions. All legal acts entered into with Coinmerce by the User are exclusively subject to these general terms and conditions, the applicability of any other (general) terms and conditions is excluded in advance by the User.
The User declares that when accessing and/or using the services offered by Coinmerce, whether through the Application or the Website or otherwise, he or she complies with all the conditions and requirements set forth in these general terms and conditions.
2. Information and risk signaling
The User is aware that Cryptocurrencies do not have a fixed value and that this value can fluctuate significantly from time to time.
The price value of the Cryptocurrencies in which you wish to trade is determined by Coinmerce at the time the transaction takes place. Once the transaction is completed, this or any other, changed price value cannot be relied upon.
The User is aware that the purchase and sale of Cryptocurrencies is at his or her own expense and risk. Any decision is the User's own decision and responsibility. Coinmerce shall not be liable for any loss or damage suffered arising from the purchase or sale of Cryptocurrencies or incurred due to delays in the execution of the purchase or sale orders of Cryptocurrencies.
The moment the User places a purchase or sale order with Coinmerce through the Application or the Website, it cannot be revoked by the User. Thus, orders placed by the User with Coinmerce are in all cases final and cannot be undone.
Coinmerce charges a variable fee per transaction and is entitled to withhold it during the transaction. Also, Coinmerce charges a variable fee if the Cryptocurrencies are sent by the User from Coinmerce's platform to a third exchange or wallet.
Coinmerce does not provide any investment or financial advice in connection with the purchase or sale of Cryptocurrencies. Coinmerce merely facilitates the purchase and sale of Cryptocurrencies by the User.
The User may use the payment methods listed on the Website and available in the Application.
The User is obliged to go through an onboarding process with Coinmerce during the registration for an account through the Website or the Application. During this process, the identity of the User and the origin of his or her funds, among other things, are determined by Coinmerce. This is because Coinmerce is subject to, among other things, the Prevention of Money Laundering and Terrorist Financing Act (Wwft) and the Sanctions Act 1977 (Sw). In that context, the User is obliged to provide Coinmerce with all the data and accompanying documents, reasonably requested by it, which are necessary in that context.
The User expressly agrees to provide Coinmerce (solicited and unsolicited) with all information that is of importance in the context of legitimation and the detection of money laundering, terrorist financing, fraud or other financial crime. The User authorizes Coinmerce to record this information and related documentation.
The User represents and warrants to Coinmerce that all information provided by him or her is accurate and not misleading in any way. In addition, the User represents and warrants to Coinmerce that he or she is:
I. is a representative of a legal entity or a natural person of at least eighteen (18) years of age and, if and to the extent that a higher age is required for the legal conclusion of any agreement, has reached that age;
II. possesses the legal authority to enter into a binding contract and is not prohibited from doing so by applicable law;
III. is himself the owner or proprietor of the bank account(s) and/or external wallet(s) used by him or her;
IV. will use the service solely for himself and for his own account and risk and (therefore) will not act as an agent or representative of a third party or otherwise on behalf of third parties;
V. is not involved or has not been involved in any criminal conduct;
VI. is not resident or established in a country or not under the jurisdiction of a country whose applicable law does not allow it to enter into any agreement with Coinmerce that allows it to use the services offered by Coinmerce. Coinmerce is entitled to unilaterally select the markets and jurisdictions in which it operates and may restrict or refuse to provide its services in certain countries without giving reasons;
VII. is not resident or established in a country that does not tolerate, or tolerates only to a limited extent, the provision of services relating to Cryptocurrencies to its residents;
VIII. is not domiciled or established in a country where sanctions are applicable that have been proclaimed by the United Nations, the European Union, the United States and/or another relevant government (organization); and
IX. does not appear on a relevant sanctions list drawn up and/or issued by one of the governments or organizations mentioned in subsection viii of this section 3.3.
As long as the User has not successfully completed the onboarding process used by Coinmerce, which will be assessed and approved exclusively by Coinmerce and/or a third party designated by Coinmerce, he or she is not entitled to use the service offered by Coinmerce.
The User shall indemnify Coinmerce for all damages to be suffered by Coinmerce as a result of any inaccuracy or breach of what the User has declared and guaranteed to Coinmerce in this article.
4. Account, wallet and management
To prevent fraud and abuse, the User is not permitted to create or use multiple accounts. Any additional accounts found to have been created by or on behalf of the User to circumvent this prohibition will be deleted.
The User is solely responsible for maintaining the confidentiality and security of his or her account, wallet and associated passwords and private key(s), as well as restricting access to his or her account and wallet and for any use and actions that occur in his or her account and wallet. Coinmerce strongly advises Users to use two-factor authentication for the protection of their account and wallet, which option is offered by Coinmerce.
The User understands the risks of and accepts all responsibility and full risk for all activities that take place in his or her account and wallet and all transactions concluded in or with that account and wallet. Coinmerce is always entitled to assume that the person logging into the account on the Application or the Website is the party he or she purports to be.
If the User knows, or has good reason to suspect, that his or her login data or private key(s) have become available to unauthorized persons and/or (as a result) his or her account and/or wallet has been hacked or taken over by a third party, the User must change his or her password immediately and notify Coinmerce, so that Coinmerce can take appropriate measures in a timely manner.
Coinmerce shall not be liable for any damages resulting from any loss and/or misuse of the User's login details and/or account.
The User bears responsibility for a good and safe internet connection, computer, tablet, smartphone or other device which allows connection to the Application and/or the Website via the internet and which is equipped with up-to-date security against viruses, intruders, hackers, et cetera.
Cryptocurrencies can never be exchanged or returned. The User has the possibility to offer the purchased Cryptocurrencies for sale again through the Application and/or the Website at the then current price value. The User can also send the Cryptocurrencies to a third exchange or external wallet.
The User expressly waives the right to rescind or nullify the agreement related to the purchase or sale of Cryptocurrencies. Completed transactions are final and by their nature and given the technical characteristics of Cryptocurrencies cannot be undone. The User is aware of this.
The delivery of the Cryptocurrencies takes place by offering and sending the Cryptocurrencies to the User's specified wallet address in the Application or on the Website. Coinmerce manages the wallet(s) that the User holds with Coinmerce.
The User has the option hereafter to send the Cryptocurrencies to a third party exchange or external wallet.
Before Cryptocurrencies can be sent to a third exchange or external wallet, the User must prove that he or she owns the relevant external address to which the Cryptocurrencies are sent. The User can only provide such proof in a manner to be determined by Coinmerce and with corresponding supporting documents.
The User agrees to the price value determined by Coinmerce at the time Coinmerce receives the Cryptocurrencies from the User.
The User certifies that the Cryptocurrencies have been legitimately acquired by him or her in ownership.
The User sends the Cryptocurrencies to a wallet address provided by Coinmerce. This wallet is managed and secured by Coinmerce. The User is solely responsible for sending the Cryptocurrencies to the correct wallet address as well as attaching a proper description ("memo") to Cryptocurrencies for which this is requested. If the User sends the Cryptocurrencies to an incorrect wallet address or does not attach a proper description this will most likely lead to the irreparable loss of the Cryptocurrencies in question. The User is aware of this risk and is solely responsible for a correct transfer and (if necessary) description as well as any damage to be suffered as a result of an incorrect transfer. Coinmerce cannot be held liable for this in any way by the User.
Coinmerce can only make the payment of the exchange value determined by Coinmerce, minus the variable fee, at the time the Cryptocurrencies are received by Coinmerce and the transaction is confirmed.
The payment will be sent to the User's specified bank details. The User is responsible for providing Coinmerce with the correct bank and payment details. If the User provides deviating or incorrect data to Coinmerce, this will most likely lead to the irreparable loss of the transaction(s) in question. The User is aware of this risk and is solely responsible for the correct transmission of bank and payment data and any damage to be suffered as a result of an incorrect declaration thereof. Coinmerce cannot be held liable for this in any way by the User.
As an extension of the foregoing, with respect to transactions that will take place with or through Coinmerce via the Application and/or the Website, the User is aware that:
I. once a transaction has been executed, such transaction is irreversible and cannot be cancelled or otherwise undone
the execution price of a market order may differ considerably from the indicated indicative price;
II. limit orders and stop-loss orders cannot be guaranteed to be executed at the price specified by the User;
III. orders cannot be guaranteed to be executed because the presence of sufficient supply or demand is not guaranteed; and
IV. swap orders, repetitive orders, stop-loss orders and limit orders may be complex in nature.
The User acknowledges and accepts the risks as described in article 7.1 and which (therefore) accompany all order forms offered by Coinmerce. The User is personally responsible for proper risk assessment, including, but not limited to, an assessment of whether his or her (technical) knowledge and experience are appropriate for the use of these order forms and trading in Cryptocurrencies.
Coinmerce reserves the right to correct any errors by reversing or reclaiming transactions. In case of suspected fraud or abuse, Coinmerce reserves the right to suspend orders and transactions until the legitimacy of these orders and transactions has been adequately verified.
8. Coinmerce Coins
The Coinmerce Coins, which are offered exclusively by Coinmerce, can only be used within the Coinmerce Platform for purposes to be determined by Coinmerce.
The Coinmerce Coins may be obtained by the User:
when selling Cryptocurrencies; and
through purchase from Coinmerce.
The Coinmerce Coins provided to a User will be added to the Coinmerce Coins wallet associated with the User's account.
The Coinmerce Coins will be displayed as an account balance linked to the User's account.
The User is not entitled to any compensation in the form of interest for the stored Coinmerce Coins.
The User agrees that storing Coinmerce Coins in a Coinmerce Coins wallet involves risks and that any use of the Coinmerce Coins wallet is at the User's own risk. The User is aware of this and the associated risks and is solely responsible for the appropriate use of the Coinmerce Coins and associated wallet. Coinmerce cannot be held liable for this in any way by the User.
9. Consumer Rights
Within the European Union, every consumer has a basic level of consumer rights. However, these do not apply in certain situations and with respect to specific goods or services. The services offered by Coinmerce fall under one of those situations.
Coinmerce's services include the buying and selling of digital goods for which the price is subject to fluctuations which are not (or cannot be) controlled by Coinmerce and which may occur within a certain waiting period. Thus, the right of withdrawal is excluded and does not apply to Coinmerce's services.
As far as liability is concerned, the trading of Cryptocurrencies and the underlying blockchain technology is a relatively new development. In the new crypto-ecosystem used for this purpose, a significant shift is taking place in terms of allocation of responsibility. Indeed, the technology makes it possible for individuals to exercise absolute control over his or her Cryptocurrencies. For this reason, Coinmerce considers it necessary to limit its liability to a large extent.
Coinmerce is only liable for direct damages resulting from one or more culpable failure(s) in the performance of services by Coinmerce. Direct damage includes only:
reasonable costs for determining the cause and extent of the damage suffered; and
reasonable costs to remedy any shortcomings so that Coinmerce's provision of services complies (again) with these terms and conditions.
Coinmerce shall under no circumstances accept any liability for:
price differences due to delayed processing of purchase or sales orders;
the cancellation of orders due to clearly incorrect price indications;
damage caused by wallet data, payment data, addresses and/or other (payment) data filled in incorrectly by the User, explicitly including the bank account number and the address of the User's wallet;
I. any damage caused to assets stored in the User's wallet;
II. any damage resulting from hacks, system failures and/or regulations.
III. any damage resulting from the loss of your account login details, (access to) your bank account and/or wallet; and
IV. any indirect damages (including consequential damages, loss of revenue and profit, loss of data and intangible loss).
If and to the extent that Coinmerce is liable for damages for any reason whatsoever, Coinmerce's liability shall be limited, to the extent permitted by law, to a maximum of the amount paid by the User for the service in the month prior to the moment when the cause of the damage occurred.
In case of force majeure, technical defects or malfunctions of the blockchains and/or networks used, a bank failure and/or other unusual/unforeseen circumstances, where the User's transaction could not be processed or not processed in time, Coinmerce has a casting vote and may decide to cancel the order and refund the purchase price.
11. Fraud and Abuse
Coinmerce is entitled to take all measures it deems necessary to prevent abuse and/or fraud. The User must at all times cooperate with the measures to be taken by Coinmerce.
Coinmerce is entitled to charge costs if the legitimacy of a transaction cannot be verified and fraud is detected. These administrative costs are by default € 250,- per transaction.
Coinmerce is entitled at all times to suspend and/or cancel a transaction until the legitimacy of the transaction has been verified and established. Coinmerce is then entitled to re-establish the price value.
Coinmerce is also entitled to investigate or request additional information from the User.
In case of abuse, Coinmerce is entitled to claim frozen funds if they are not claimed by the rightful owner within 6 (six) months.
Coinmerce is authorized to delete an account if there has been a breach of these Terms and Conditions.
Accessing (or attempting to access) the resources - including the Application and the Website - of Coinmerce by any means other than (through) the means provided by Coinmerce is strictly prohibited. The User expressly agrees that the User will not attempt to access Coinmerce's resources through automated, unethical or unconventional means.
11.8 The User understands that it is strictly prohibited to participate in activities that disrupt Coinmerce's resources, including the servers and networks where the resources are located or connected to.
12. Intellectual Property Rights
All present and future intellectual property rights vested in and arising from the service provided by Coinmerce, the Application and/or the Website, including but not limited to trademark, trade name, copyright, design, domain name and database rights, are and shall at all times remain the property of Coinmerce or Coinmerce affiliates. The User acknowledges the intellectual property rights as the sole property of Coinmerce.
If and to the extent that intellectual property rights arise from (the use of) the services provided by Coinmerce, the Website and/or the Application which are (partly) owned by the User, the User shall transfer such rights without delay to Coinmerce, which hereby accepts such transfer.
13. Other provisions
Coinmerce processes personal data of the User in accordance with the privacy statement published on the Website. The User has taken note of the contents of the privacy statement and agrees to the use described therein.
The (legal) relationship between the User and Coinmerce, expressly including (the facilitation of) transactions under the service of Coinmerce via the Application and/or the Website, and the corresponding agreement(s), is governed exclusively by Dutch law.
Disputes arising from any (legal) relationship between the User and Coinmerce, expressly including (the facilitation of) transactions under the service of Coinmerce via the Application and/or the Website and these General Terms and Conditions, shall be settled by the competent court of the District Court of Amsterdam.
If you have any questions, complaints or comments after reading these general terms and conditions, please contact Coinmerce by e-mail or letter:
E-mail: [email protected]
Date: June 11, 2021