General Terms and Conditions Coinmerce B.V.
1. Definitions and applicability
1.1 In these General Terms and Conditions, capitalized terms shall have the following meanings:
- the application of Coinmerce through which the User can buy or sell Virtual Currencies (as defined below);
- Coinmerce B.V., a private company with limited liability, having its registered office and place of business at Beechavenue 140 (1119 PR) Schiphol-rijk, registered in the trade register of the Chamber of Commerce under number 70036969;
- means any Virtual Currency which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
- means the funds as may be deposited by User on the Coinmerce Virtual Currency Wallet as linked to the Account, which may consist of Virtual Currency and fiat currency.
Intellectual Property Rights
- means any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, internet domain name or industrial design, any registrations thereof and pending applications therefore (to the extent applicable), and any other intellectual property right (including, without limitation, any know-how, trade secret, software (including the API), database or data right).
- means an instruction to buy or sell Virtual Currencies on the Coinmerce Platform.
- means a link that is personal to an existing User, referring a third party to opening an Account and becoming a User, generating advantages for both the referring User and the referred User, in line with the Referral Program.
- means the program under which an existing User may refer third persons to become Users, as further described in this User Agreement.
- the services offered by Coinmerce through the Website and/or the Application to the User, including in any case but not exclusively: the creation and management of an account (art. 4.1), the purchase and sale of Virtual Currencies (art. 4.2, 4.3 and 4.4), the bots functionality (art. 4.5), the staking functionality (art. 4.6), the lending of Virtual Currencies functionality (art. 4.7), the use of Balance/Credits (art. 4.8), and the Virtual Currencies Exchange Service (art. 4.9).
Supported Virtual Currency
- means only those particular Virtual Currencies listed as available to trade or custody in your Virtual Currency Wallet.
- any natural person, legal person or other legal form who has entered into any legal relationship with Coinmerce, expressly including entering into an agreement for the purchase or sale of Virtual Currencies;
- the website of Coinmerce: www.coinmerce.io.
1.2 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 General Terms and Conditions. All legal acts entered into with Coinmerce by the User, expressly including these general terms and conditions and the provision of the Services, are exclusively governed by these general terms and conditions; the applicability of any other (general) terms and conditions is excluded in advance by the User.
1.3 The User declares that when accessing and/or using the Services, whether or not by means of the Application or the Website, he or she fulfills all the conditions and requirements set out in these general terms and conditions.
2. Information and risk identification
2.1 The User is aware that Virtual Currencies have no fixed value and that this value can fluctuate considerably from time to time.
2.2 The price value of the Virtual Currencies in which you wish to trade will be determined by Coinmerce at the time of the transaction. After the transaction has ended, this or any other, changed price value can no longer be invoked.
2.3 The User is aware that the purchase and sale of Virtual Currencies is at his/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 as a result of the purchase or sale of Virtual Currencies or incurred as a result of delays in the execution of the purchase or sale Orders of Virtual Currencies.
2.4 The moment the User places a purchase or sale Order with Coinmerce via the Application or the Website, it cannot be revoked by the User. Orders placed by the User with Coinmerce are thus final in all cases and cannot be revoked.
2.5 Coinmerce shall exercise due care in the provision and execution of its Services, and shall monitor the quality of its service to the User. The User has no say or other influence on the execution, content and/or delivery of the Services; Coinmerce delivers and executes the Services entirely autonomously and at its own discretion. In doing so, Coinmerce is entitled to change the content and scope of the Services unilaterally and without prior announcement to that effect.
2.6 Coinmerce reserves the right to decide unilaterally at any time to add and/or remove Virtual Currencies from its portfolio based on criteria to be determined exclusively by Coinmerce. If certain Virtual Currencies are being removed (delisted) from the portfolio, Coinmerce shall strive to notify the User in advance, to the extent reasonably possible, in order to give User time to sell, swap, and/or withdraw the Virtual Currencies. In case User then still holds delisted Virtual Currencies in his account, these will in principle be sold automatically by Coinmerce, unless this proves to be impossible.
2.7 Coinmerce may decide to use a portion of what the User holds in his account for lending purposes to party/parties designated by Coinmerce. This is without prejudice to whether or not the User (also) participates in the 'earn' program as described under Article 4.7. The size of the portion of holdings that can be used by Coinmerce for the purpose of lending to (a) designated third party (parties) is at Coinmerce's discretion and may be changed from time to time with due care. Coinmerce will ensure that, if this possibility is being used, the User will not experience any inconvenience. By using the Services offered by Coinmerce, the User agrees to this.
2.8 Coinmerce does not provide any investment or financial advice in connection with the purchase or sale of Virtual Currencies. Coinmerce merely facilitates the purchase and sale of Virtual Currencies by the User.
2.9 The User may use the payment methods listed on the Website and available in the Application.
3.1 The User is obliged during the registration for an account through the Website or the Application to go through an onboarding process at Coinmerce. This includes establishing the User's identity and the origin of his or her Funds by Coinmerce. This is because Coinmerce is subject to, among other things, the Prevention of Money Laundering and Financing of Terrorism Act (Wwft) and the Sanctions Act 1977 (Sw). In this context, the User is obliged to provide Coinmerce with all the data and accompanying documents which it may reasonably request and which are necessary for this purpose.
3.2 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 gives Coinmerce permission to record this information and related documentation.
3.3 The User declares and guarantees to Coinmerce that all data provided by him or her is correct and not misleading in any way. In addition, the User represents and warrants to Coinmerce that he or she:
• is a representative of a business (legal entity or in other legal form) 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;
• has the legal capacity to enter into a binding contract and is not prohibited from doing so by applicable law;
• is himself the owner or proprietor of the bank account(s) and/or external wallet(s) used by him;
• will use the Services 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 a third party;
• is not involved or has not been involved in any criminal conduct;
• is not resident or established in a country or is not under the jurisdiction of a country whose applicable law does not allow it to enter into any agreement with Coinmerce enabling it to use the Services. Coinmerce is entitled to unilaterally select the markets and jurisdictions in which it operates and may restrict or refuse its services in certain countries without giving reasons;
• is not resident or established in a country that does not tolerate, or only to a limited extent tolerates, the offering of services relating to Virtual Currencies to its residents;
• is not domiciled or established in a country where sanctions are applicable that have been proclaimed by the United Nations, the European Union, The Netherlands, the United States and/or another relevant government or organisation;
• does not appear on a relevant sanctions list drawn up and/or issued by one of the governments or organisations referred to in paragraph viii of this article.
• is not a resident of incorporated in the United States of America or otherwise qualifies as "US Citizen", "permanent resident", "resident alien" or "US Person" as defined in applicable laws and regulations. User indemnifies Coinmerce against any damages that Coinmerce incurs if this representation is not correct.
3.4 As long as the User has not successfully completed the onboarding process used by Coinmerce, which is assessed and approved exclusively by Coinmerce and/or (a) third party (parties) designated by Coinmerce, he or she is not entitled to use the Services.
3.5 Once the User has successfully completed the onboarding process, he or she bears the responsibility that the information provided remains up to date, and will make the necessary changes in a timely manner and/or notify Coinmerce to process the necessary changes. If Coinmerce has any reason to doubt the accuracy and completeness of the information provided, Coinmerce may request the User to update or provide information. Should the User fail to comply, or fail to comply sufficiently, with Coinmerce's repeated requests for information, the latter shall be free to freeze the User‘s account and, in certain cases, proceed to close the account.
3.6 The User shall indemnify Coinmerce for all damages suffered by Coinmerce as a result of any inaccuracy or breach of what the User has declared and guaranteed to Coinmerce in this article.
4.1 Account, wallet and management
4.1.1 In order to prevent fraud and abuse, the User is not permitted to create or use multiple accounts. In case the User has a business account and a private account, the User is not allowed to trade between his personal account and business account, directly or indirectly. Any additional accounts found to have been created by or on behalf of the User in order to circumvent this prohibition will be deleted.
4.1.2 Concerning a personal account, the User is only allowed to verify his own personal bank account, and in case of a business account only a business bank account which belongs to the User. A bank account can only be verified to the User's account through a verification method to be determined by Coinmerce.
4.1.3 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 take place in his or her account and wallet. Coinmerce strongly advises Users to use two-factor authentication (2FA) for the protection of their account and wallet, which option is offered by Coinmerce.
4.1.4 The User understands the risks of and assumes 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.
4.1.5 If the User knows, or has good reason to suspect, that his or her login details 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 inform Coinmerce of this, so that Coinmerce can take appropriate measures in good time.
4.1.6 Coinmerce shall not be liable for any kind of damage resulting from any loss and/or misuse of the User's login details and/or account.
4.1.7 The User is responsible for a good and secure Internet connection, computer, tablet, smartphone or other device which can be used to connect to the Application and/or the Website via the Internet and which has up-to-date security protection against viruses, intruders, hackers, and other security risks.
4.2.1 Virtual Currenciess can never be exchanged or returned. The User has the possibility to offer the purchased Virtual Currencies for sale again through the Application and/or the Website at the current price value. The User can also send the Virtual Currencies to a third party exchange or external wallet.
4.2.2 The User explicitly waives the right to dissolve or annul the agreement related to the purchase or sale of Virtual Currencies. Completed transactions are final and by their nature and given the technical characteristics of Virtual Currencies cannot be undone. The User is aware of this.
4.2.3 The delivery of the Virtual Currencies takes place by offering and sending the Virtual Currencies 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.
4.2.4 The User has the option hereafter to send the Virtual Currencies to a (third) exchange or external wallet.
4.2.5 Before Virtual Currencies 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 Virtual Currencies are sent. The User can only provide this proof in a manner to be determined by Coinmerce and with supporting documents.
4.2.6 Coinmerce enables the purchase and sale of Virtual Currencies. The Virtual Currency Exchange Service enables you to buy Supported Virtual Currencies on the Coinmerce Site using:
(A) Fiat currency (such as EUR) supported by Coinmerce; and/or
(B) Other types of Supported Virtual Currencies in your Virtual Currency Wallet.
4.3.1 The User agrees to the price value determined by Coinmerce at the time Coinmerce receives the Virtual Currencies from the User.
4.3.2 The User declares that the Virtual Currencies have been legitimately acquired by him or her in ownership.
4.3.3 The User sends the Virtual Currencies to a wallet address specified by Coinmerce. This wallet is managed and secured by Coinmerce. The User is responsible for sending the Virtual Currencies to the correct wallet address and for attaching a proper description ("memo" or “tag”) to Virtual Currencies for which this is requested. If the User sends the Virtual Currencies to an incorrect wallet address or does not attach a correct description this will most likely lead to the irreparable loss of the Virtual Currencies concerned. The User is aware of this risk and is solely responsible for a correct transfer and (if necessary) description as well as for any damage suffered as a result of an incorrect transfer. Coinmerce cannot be held liable for this in any way by the User.
4.3.4 Coinmerce can only execute the payment of the exchange value determined by Coinmerce, minus the variable (transaction) costs, at the moment the Virtual Currencies are received by Coinmerce and the transaction is confirmed.
4.3.5 Payment will be sent to the bank details provided by the User. The User is personally 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 for any losses incurred as a result of the incorrect transmission of such data. Coinmerce cannot be held liable for this in any way whatsoever by the User.
4.3.6 The Virtual Currency Exchange Service enables you to sell Supported Virtual Currencies on the Coinmerce Site, you may elect to receive:
(A) Fiat currency (such as EUR) supported by Coinmerce; and/or
(B) Other types of Supported Virtual Currencies in your Virtual Currency Wallet.
4.4.1 As an extension of the foregoing, the User is aware, with respect to the transactions that will take place with or through Coinmerce when using the Services via the Application and/or the Website, that:
• 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 significantly from the indicative price given
• limit Orders and stop-loss Orders cannot be guaranteed to be executed at the price specified by the User
• orders cannot be guaranteed to be executed because the presence of sufficient supply or demand is not guaranteed;
• swap Orders, repetitive Orders, stop-loss Orders and limit Orders may be complex in nature;
• the (exchange) prices of Virtual Currencies can be very volatile, as a result of which there is a risk that the deposit of the User or the Virtual Currencies held by him could increase or decrease in value in a short term.
4.4.2 The User acknowledges and accepts the risks as described in article 4.1 and which (therefore) accompany all forms of Orders offered by Coinmerce. The User is himself responsible for a proper risk assessment, including but not limited to an assessment of whether his (technical) knowledge and experience are suitable for the use of these order forms and the trading of Virtual Currencies.
4.4.3 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 or cancel Orders and transactions until the legitimacy of these Orders and transactions has been adequately verified.
4.4.4 All (variable) (transaction) costs, of whatever name, to be charged by Coinmerce when providing the Services are determined exclusively and unilaterally by Coinmerce and passed on to the User (see also par. 5.1 under 1). An overview of the current (transaction) fees charged by Coinmerce is visible on the Website and in the Application.
4.4.5 All (exchange) rates of the Virtual Currencies to be used by Coinmerce in providing the Services are exclusively and unilaterally determined by Coinmerce, or a third party to be appointed by Coinmerce. An overview of the current (exchange) rates used by Coinmerce is visible on the Website and in the Application.
4.5. Trading bots
4.5.1 The Coinmerce platform may enable Users to automatically trade Virtual Currencies through various investment strategies and/or trading bots made available through the Website and/or the Application. For the use of this functionality, Coinmerce will charge variable (transaction) fees to the User (see also par. 12.1 under ii).
4.5.2 The User can apply for the trading bot(s) functionality via the Website and/or the Application through an opt in/opt out functionality.
4.5.3 The User agrees that Virtual Currencies for which the User turns on the trading bot(s) functionality will be blocked from trading.
4.5.4 Coinmerce may decide at any time to add or remove variants of Virtual Currencies from the list of Virtual Currencies for which the trading bot(s) functionality is available.
4.5.5 The trading bot(s) functionality is offered by Coinmerce, but is performed by (a) third party (parties), to be designated by Coinmerce. For this reason, Coinmerce itself is not involved in or responsible for the activities carried out for the User by the third party/parties concerned through the trading bot(s) functionality, let alone for the consequences thereof. The User is aware of this and accepts these risks when using the trading bot(s) functionality.
4.6.1 Coinmerce offers the User the possibility, where appropriate, to make Virtual Currencies held by the User on the Coinmerce platform available for "staking". For the use of this functionality, Coinmerce charges variable (transaction) fees to the User (see also part. 12.1 under iii).
4.6.2 The User can apply for staking by turning on the staking program in the Application or on the Website for the Virtual Currencies made available for it by means of an opt in/opt out functionality.
4.6.3 The User agrees that Virtual Currencies to which the User turns on the staking program will be blocked for commercial transactions.
4.6.4 Coinmerce may at any time decide to add or remove variants of Virtual Currencies from the list of Virtual Currencies for which the staking program is available.
4.6.5 The User will receive a periodic fee for participating in the staking program in the form of a staking percentage. The compensation obtained by the User for participating in the staking programme is usually the same Virtual Currency as the Virtual Currencies which is struck by the User, however, this may vary per Digital Asset. The percentage is variable and is explicitly not guaranteed by Coinmerce. Both the staking percentage and the applicable payout time
• are determined solely by Coinmerce;
• may vary per Digital Asset;
• may be further explained in the User's account.
4.6.6 Coinmerce publishes an indication of the potential staking percentage on the Website and through the Application. The published staking percentage is an estimate and may change over time. No rights can be derived by the User from the published staking percentage.
4.6.7 The 'staking' functionality is offered by Coinmerce, but is performed by (a) third party (parties) to be designated by Coinmerce. For this reason, Coinmerce itself is not involved in or responsible for the activities carried out for the User by the third party/parties concerned through the 'staking' functionality, let alone for the consequences thereof. The User is aware of this and accepts these risks when using the "staking" functionality.
4.7 Lending of Virtual Currencies
4.7.1 Coinmerce offers the User the opportunity to lend Virtual Currencies held by the User on the Coinmerce platform to Coinmerce. Coinmerce then on-lends these Virtual Currencies to (a) third party (parties) designated by Coinmerce for the purpose of generating further returns. For the use of this functionality, Coinmerce charges variable (transaction) fees to the User (see also par. 12.1 under iv).
4.7.2 The User can apply for the loan of Virtual Currencies by turning on the 'earn' program in the Application or on the Website for the Virtual Currency made available for it through an opt in/opt out functionality.
4.7.3 Depending on the type and number of Virtual Currencies made available to Coinmerce by the User, the User will receive a variable interest rate to be determined by Coinmerce, the amount of which will depend on the type and number of Virtual Currencies made available for the loan of Virtual Currencies. The User will periodically receive a fee for participating in the "earn" program. The compensation obtained by the User for participating in the earn program is usually the same Virtual Currency as the Virtual Currency made available for loan, however, this may vary per Digital Asset.
4.7.4 Lending of Virtual Currencies to Coinmerce results in Coinmerce having (temporary) access to the User's Virtual Currencies and being able to on-lend these Virtual Currencies to (a) third party (parties) designated by Coinmerce. The User agrees that these Virtual Currencies will be blocked for commercial transactions.
4.7.5 Coinmerce may decide at any time to add or remove variants of Virtual Currencies from the list of Virtual Currencies for which the lending functionality is available.
4.7.6 Coinmerce publishes an indication of the potential ‘earn‘ percentage on the Website and through the Application. The published ‘earn‘ percentage is an estimate and may change over time. No rights can be derived by the User from the published ‘earn‘ percentage.
4.7.7 The (lending) functionality is offered by Coinmerce, but is actually performed by (a) third party (parties), to be designated by Coinmerce. For this reason, Coinmerce itself is not involved in or responsible for the activities carried out by the third party/parties concerned through the lending functionality on behalf of the User, let alone for the consequences thereof. The User is aware of this and accepts these risks when using the lending functionality.
4.8.1 The Balance/Credits, which are offered exclusively by Coinmerce, can only be used within the Coinmerce Platform for purposes to be determined by Coinmerce.
4.8.2 The Balance/Credits may be obtained by the User:
• when selling Virtual Currencies;
• through purchase from Coinmerce.
4.8.3 The Balance/Credits provided to the User will be added to the Balance/Credits wallet associated with the User's account.
4.8.4 The Balance/Credits will be displayed as an account balance linked to the User's account.
4.8.5 The User is not entitled to any compensation for the stored Balance/Credits.
4.8.6 The User agrees that storing Balance/Credits in a Balance/Credits wallet involves risks and that any use of the Balance/Credits 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 Balance/Credits and associated wallet. Coinmerce cannot be held liable for this in any way whatsoever by the User.
4.9 Virtual Currencies Exchange Service
4.9.1 The Virtual Currencies Exchange Service of Coinmerce enabling you to obtain information for your purchases and sales of Virtual Currencies, and (subject to certain restrictions) carry out any such purchases or sales on the Site (the “Virtual Currency Exchange Service”).
5.1 Coinmerce is entitled to charge the User for the use of its services. Coinmerce is free to decide on the form and content of the fees to be charged. By using the Services, the User agrees to this. These costs are as follows:
• Transaction fees: Coinmerce charges a variable amount of (transaction) fees per transaction that takes place in execution of the Services and is entitled to withhold these (transaction) fees each time a transaction takes place, regardless of its name. An example of this is that Coinmerce charges variable (transaction) fees when Virtual Currencies are sent by the User from Coinmerce's platform to a third exchange or wallet. All (transaction) fees, however named, applicable to and retained by Coinmerce for the provision or provision of the Services, are determined exclusively and unilaterally by Coinmerce and passed on to the User. An overview of the current (transaction) fees charged by Coinmerce is visible on the Website and in the Application.
• Trading bots: for the use of bots, Coinmerce is entitled to charge costs to the User for keeping the bots running (service fee), and in case User chooses to stop using one or more bots (exit fee). In addition, normal transaction fees apply for Orders executed by the bots as already described above under i.
• Staking: as a cost, a certain percentage over the return achieved by User via staking is charged by Coinmerce before the amount is deposited into User's wallet. The exact amount of the percentage may depend on, among other things, the specific Virtual Currencies, the amount deposited, and the duration of staking.
• Lending of Virtual Currencies: on the interest income earned from crypto lending, a percentage is charged by Coinmerce before the amount is deposited in the User's wallet.
• Administrative costs: these costs may be charged to a User if there is or could be improper use of his account (see par. 8.2). Improper use is in any case assumed if action is taken contrary to the provisions of these General Terms and Conditions, unless the User can demonstrate otherwise.
5.2 Coinmerce reserves the right to unilaterally revise, modify or amend the costs at any time. Changes shall apply from the time of publication on Coinmerce's Website. Current and further information on costs can be found on the Website.
6. Consumer rights
6.1 Within the European Union, every consumer has a basic level of consumer rights. However, these do not apply in certain situations and with regard to specific goods or services. The Services offered by Coinmerce fall under one of these exception circumstances to general consumer protection rules.
6.2 The Services include the purchase and sale of digital goods for which the price is dependent on exchange rate and price 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 the Services.
7. Referral Program
7.1 Under the Referral Program, eligible Users may share their personal Referral Link to eligible third parties that may use such Referral Link to become Users.
7.2 A referring User receives a commission of 0,3% over all trades of the third party that uses the referral code.
7.3 Coinmerce may contact the User to arrange specific Referral terms at its discretion.
7.4 The referring User shall be solely responsible for any taxes due over received amounts and shall pay such taxes.
7.5 In sharing their Referral Link, User must act in accordance with the following requirements and User shall indemnify Coinmerce for damages incurred by Coinmerce in case of a breach of these requirements:
• 7.5.1 it must be made clear that the medium, accompanying wording and other information used for presenting the Referral Link is for the account of the referring User and not Coinmerce;
• 7.5.2 it must be made clear that the Services will be provided by Coinmerce and not by the referring User;
• 7.5.3 it must be made clear in any public content including the Referral Link that the referring User receives a commission from use of the Referral Link;
• 7.5.4 the medium, accompanying wording and other information used for presenting the Referral Link does or could not:
• 188.8.131.52 include false or misleading information, including on Coinmerce or on the Services;
• 184.108.40.206 have a sexual, pornographic, offensive or violent character;
• 220.127.116.11 discriminate based on, among others, race, sex, ethnicity or Creed;
• 18.104.22.168 include, promote or offer illegal activities;
• 22.214.171.124 harm the image, good name and reputation of Coinmerce;
• 126.96.36.199 violate copyrights, trademarks and/or any other rights of Coinmerce or any third party; and
• 188.8.131.52 include unlawful content or refers to unlawful content;
• 7.6.1 the Referral Link and related information may not be addressed at persons:
• 184.108.40.206 that are not eligible to become Users as per the rules of this User Agreement and as per applicable laws and regulations;
• 220.127.116.11 all applicable laws and regulations are being complied with, including but not limited to tax law, general data protection regulation and laws, regulations applicable to electronic commerce and the Dutch Social Media Advertisement Code (Reclamecode Social Media & Influencer Marketing, to the extent applicable);
• 18.104.22.168 in case of termination of the Referral Program, the referring User shall delete any published Referral Links without delay and at the latest within 48 hours of termination.
7.7 To avoid doubt, this User Agreement applies in full to persons that use the Referral Link for the purpose of becoming a User. This includes but is not limited to the fact that Coinmerce shall have sole discretion to reject or refuse any new Users. Any persons that do not become Users shall not generate any commission for the referring User.
7.8 Coinmerce may amend rates and other terms regarding the Referral Program at any time.
7.9 The referring User shall be required to refund any commission paid at any point in time if it is assessed that such commission did not meet the required criteria or in case of a breach by the referring User of the User Agreement.
7.10 The Referral Program is not available to Users residing in Belgium.
8.1 As far as liability is concerned, the trade in Virtual Currencies and the underlying blockchain technology is a relatively new development. In the new crypto-ecosystem used for this purpose, an important shift is taking place in terms of allocation of responsibility. This is because the technology makes it possible for individuals to exercise absolute control over their Virtual Currencies. For this reason, Coinmerce considers it necessary to limit its liability for (the performance of) the Services to a great extent.
8.2 Coinmerce is only liable for direct damages resulting from one or more imputable failure(s) in the performance of the Services by Coinmerce. Direct damage includes only:
• reasonable costs for determining the cause and extent of the damage suffered;
• reasonable costs to remedy any shortcomings so that the Services (again) comply with these Terms.
8.3 Coinmerce will under no circumstances accept any liability, with or without regard to (the performance of) the Services, for:
• price differences resulting from delayed processing of purchase or sales Orders;
• the cancellation of Orders due to clearly incorrect price indications;
• damage as a result of incorrectly filled in wallet-, payment-, address and/or other (payment) data by the User, explicitly including the bank account number and the address of the User's wallet;
• any damage caused to funds stored in the User's Wallet
• any damage resulting from hacks, scams, system failures and/or regulations
• any damage resulting from the loss of the login details of your account, (access to) your bank account and/or wallet;
• any indirect damage (including consequential damage, loss of revenue and profit, loss of data and intangible loss).
8.4 If and to the extent that Coinmerce is liable for damages, for whatever reason, Coinmerce's liability is limited, to the extent permitted by law, to a maximum of the amount paid by the User for the Services in the month prior to the moment when the cause of the damage occurred.
8.5 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 decisive vote and may decide to cancel the order and refund the purchase price.
9. Fraud and abuse
9.1 The User for business purposes is not permitted to use Coinmerce's platform as being a payment services provider (PSP) or payment gateway, i.e. to conduct transactions with the intention of facilitating and/or granting online Digital Asset/fiat payments, or in any other form where Coinmerce is de facto being used as such a channel.
9.2 Coinmerce is entitled to take all measures it deems necessary to prevent abuse and/or (tax) fraud. The User must at all times cooperate with the measures to be taken by Coinmerce.
9.3 Coinmerce is entitled to charge costs if the legitimacy of a transaction cannot be verified and fraud is established. These administration costs are by default € 250,- per transaction.
9.4 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 shall then be entitled to set the price value again.
9.5 Coinmerce is also entitled to investigate or request additional information from the User. Coinmerce reserves the right to freeze or to block the User‘s account for the duration of an investigation.
9.6 In cases of abuse, Coinmerce is entitled to claim frozen funds if they are not claimed by the rightful owner within 6 (six) months.
9.7 Coinmerce is entitled to delete an account if it has acted in breach of these General Terms and Conditions.
9.8 Access (or attempted access) to Coinmerce's resources - including the Application and the Website - by any means other than (through) the means offered by Coinmerce is strictly prohibited. The User expressly agrees that the User shall not attempt to access Coinmerce's resources through automated, unethical or unconventional means.
9.9 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.
10. Intellectual Property Rights
10.1 All present and future Intellectual Property Rights vested in and arising from the Services 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 will remain the property of Coinmerce or Coinmerce affiliates at all times. The User acknowledges the Intellectual Property Rights as the sole property of Coinmerce.
10.2 If and to the extent that Intellectual Property Rights arise from (the use of) the Services, the Website and/or the Application which belong (in part) to the User, the User shall promptly transfer such rights to Coinmerce, which hereby accepts such transfer.
11. Other provisions
11.1 Coinmerce processes the User's personal data in accordance with the privacy statement published on the Website. The User has taken note of the content of the privacy statement and agrees with its use.
11.2 More information on what risks are associated with the Services offered by Coinmerce and risks related to Virtual Currencies can be found in the risk disclaimer published by Coinmerce on its Website.
11.2 The (legal) relationship between the User and Coinmerce, explicitly including (the facilitation of) the Services and corresponding transactions through the Application and/or the Website, and the corresponding agreement(s), is exclusively governed by Dutch law.
11.3 By using the Services, the User gives Coinmerce permission in advance to transfer Coinmerce its rights and obligations under these general terms and conditions and all related (legal) acts to third parties, either by contract transfer (Art. 6:159 Dutch Civil Code) or separately (Art. 6:155 Dutch Civil Code). If Coinmerce proceeds with a transfer, Coinmerce shall remain responsible to the User for the provision of the Services until Coinmerce has notified the User of the transfer and the (legal) person to whom Coinmerce has transferred its obligations.
11.4 By using the Services, the User also gives Coinmerce a priori permission to cooperate with third parties for the performance of the Services by having them join these Terms and Conditions as a party.
11.5 The (legal) relationship between the User and Coinmerce, expressly including (the facilitation of) the Services and related transactions through the Application and/or the Website, and the related agreement(s), is governed exclusively by Dutch law.
11.6 Disputes arising from any (legal) relationship between the User and Coinmerce, expressly including (the facilitation of) the Services and related transactions 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.
11.7 Should there be any differences of interpretation in relation to the translated version(s) of these general terms and conditions, the most recently published Dutch version shall prevail. If any article of these general terms and conditions is deemed unlawful, invalid or unenforceable for any reason, then such article shall be deemed to be divisible and shall not affect the validity of any other article.
11.8 Coinmerce reserves the right to unilaterally amend, add or remove (any part of) these Terms and Conditions, at any time and at its sole discretion. Coinmerce aims to notify the User of any changes in advance, where possible, but where legally permissible, the amended terms and conditions will take effect and be in force immediately. If the User does not agree to any such change, the User must cease using the Services. It is the User's responsibility to review the amended Terms and Conditions. If the User continues to use the Services after notification of the change(s), this implies that the User has accepted and agreed to the changes.
Contact: If you have any questions, complaints or comments after reading these general terms and conditions, please contact Coinmerce by email or letter:
1119 PR Schiphol-Rijk
Email: [email protected]
Date: 5 July 2023