📙Platform Terms of Service

These Terms of Service govern use of the OpenTrade Platform.

Open Trade Technology Ltd Terms of Service

  1. About us

    1. Company details. Open Trade Technology Ltd (company number 14583521) (we and us) is a company registered in England and Wales and our registered office is at Unit 12 Greenway Farm Bath Road, Wick, Bristol, United Kingdom, BS30 5RL.

    2. Contacting us. To contact us, email us at contact@open-trade.io. How to give us formal notice of any matter under the Contract is set out in section 15.2.

  2. Our platform

    1. We have developed a series of protocols, tools and systems (collectively, the Platform) to enable and support Supported Digital Asset lending transactions between borrowers (Borrowers) and lenders (Lenders) (Lenders and Borrowers together, Users and you).

    2. From time to time, Borrowers and Lenders may enter into transactions in which a Lender will transfer to a Borrower Supported Digital Assets with an agreement that the Borrower will transfer to the Lender Supported Digital Assets Equivalent to such Supported Digital Assets on a fixed date, subject to the terms and conditions of a master loan agreement entered by the Borrower and Lender (Master Loan Agreement). Each such transaction between a Borrower and a Lender (a Loan) shall be subject to the terms of the Master Loan Agreement. Certain specific terms of each Loan shall be set out in a confirmation document in the form required by the Master Loan Agreement (Loan Confirmation).

    3. The Platform supports transactions underlying the Loans of Supported Digital Assets through the Supported Blockchain Networks with Supported Digital Wallets only. We do not own or control the Supported Blockchain Networks or Supported Digital Wallets and are not responsible for their operation. We may publish lists of Supported Digital Assets, Supported Blockchain Networks and Supported Digital Wallets, and may update these lists from time to time in our sole discretion. It is your responsibility to review any changes to the lists of Supported Digital Assets, Supported Blockchain Networks and Supported Digital Wallets.

    4. Nothing set out or otherwise included in the Platform is intended to be or constitutes financial advice or any other sort of advice. You acknowledge and agree that the decision to use this Platform, agree a Master Loan Agreement, or participate in a Loan or any Supported Digital Asset Transfers are made by you in your sole discretion.

  3. Our contract with you

    1. Our contract. These terms and conditions (Terms) apply to the use by you and supply by us of the Platform (Contract). They apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

    2. Entire agreement. The Contract is the entire agreement between you and us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.

    3. Related services. We may provide Borrowers with additional services pertaining to the Platform (Platform Services) but which are separate and distinct from the licence we are granting to use the Platform under these Terms. The terms governing our provision of Platform Services will be set out in a separate agreement (each, a Platform Service Agreement).

    4. Relationship between these Terms and the Master Loan Agreement. We are not a party to the Master Loan Agreements and are not issuing, offering, marketing or otherwise involved in any Loan as a Borrower, Lender or otherwise. We do not recommend or endorse any Loan or any Master Loan Agreement. You acknowledge and agree that these Terms solely govern your use of the Platform. The terms governing each Loan and any related transactions are as set out in the Master Loan Agreement.

    5. Language. These Terms and the Contract are made only in the English language.

    6. Your copy. You should print off a copy of these Terms or save them to your computer for future reference.

  4. Licence to use the Platform

    1. In consideration of payment by the Borrower of the Platform Service Fee and you agreeing to abide by the terms of this Contract, we grant to you a limited, non-exclusive, non-transferable, revocable licence, without the right to sublicense, to access and use the Platform on the terms of this Contract, solely to facilitate the giving and receiving of Loans and related transactions in accordance with the Master Loan Agreement (Purpose).

    2. You shall:

      1. provide us with: (i) all necessary co-operation in relation to this Contract; and (ii) all necessary access to such information as may be required by us, each to the extent required to provide the Platform including but not limited to Licensee Data, security access information and configuration services;

      2. without affecting your other obligations under this Contract, comply with: (i) all Applicable Laws and regulations with respect to your activities under this Contract; and (ii) the terms of any Platform Service Agreement and Master Loan Agreement; and

      3. ensure that your network and systems comply with the relevant specifications provided by us from time to time.

    3. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Licensee Data. You hereby license us to use the Licensee Data for:

      1. the proper provision of the Platform;

      2. the purposes set out in our privacy policy available here to the extent the Licensee Data consists of any personal data.

      3. the Purpose; and

      4. all other purposes relevant to the proper exercise of our rights and obligations under this Contract.

  5. Third party services.

    1. The Platform may contain: (i) software licensed to us by third parties; or (ii) links to third party services and products (such as your Supported Digital Wallet) (Third Party Products). You agree to comply with the terms and conditions pertaining to any such Third Party Products.

  6. Accessing the Platform

    1. Registration. To access the Platform, you must have: (i) registered for an account; (ii) linked your Supported Digital Wallet to such account; and (iii) entered into the required Master Loan Agreement (Registration Process).

    2. Eligibility. You represent and warrant that:

      1. you have the full power, authority and right to enter into this Contract (and if you are an Authorised User acting on behalf of a Borrower or Lender, you have all necessary authorizations to enter this Contract on behalf of such Borrower or Lender);

      2. you are and shall remain duly organized, validly existing and in good standing under the laws of the jurisdiction in which you are incorporated, registered or established;

      3. you are and shall remain in compliance with all Applicable Laws relating to this Contract, the Master Loan Agreement, and, if applicable, the Platform Service Agreement, and the operation of your business;

      4. you are not organized in or operating under the jurisdiction of Iran, Cuba, North Korea, Syria or the Crimean Region of the Ukraine, or any other jurisdiction to which the United States, United Kingdom or European Union embargoes goods or imposes similar sanctions;

      5. you are not listed in any sanctions list or equivalent list maintained by the governments of the United States or United Kingdom, the European Union or the United Nations and shall not engage in business or other transactions with any such individual or entity on any such sanctions list;

      6. you do not and shall not use a virtual private network or any other software, tool or technology to anonymize your identity or circumvent any restrictions we impose in connection with the operation of the Platform;

      7. you shall not undertake any illegal activity or take any actions which may constitute illegal activity or facilitate the illegal activity of a third party;

      8. you have established and will maintain anti-money laundering programs consistent with any and all Applicable Law;

      9. you and all Authorized Users have appropriate training, knowledge, expertise and skill to make informed decisions regarding the Loans and trading Supported Digital Assets;

      10. you shall at all times comply with these Terms when using the Service; and

      11. you are a person falling within the following categories:

        1. investment professional within the meaning of article 19(5) of the FSMA (Financial Promotion) Order 2005 (the "FPO") (being (a) an authorised person, (b) an exempt person where the communication relates to a controlled activity which is a regulated activity in relation to which the person is exempt, (c) any other person (i) whose ordinary activities involve him in carrying on the controlled activity to which the communication relates for the purposes of a business carried on by him; or (ii) who it is reasonable to expect will carry on such activity for the purposes of a business carried on by him, (d) a government, local authority or an international organisation or € to certain restricted persons who are directors, officers or employees of a person falling within categories (a) to (d));

        2. certified high net worth individuals within the meaning of article 48 of the FPO (being an individual who has signed a statement complying with Part I of Schedule 5 to the FPO within 12 months prior to the date of accessing this website, confirming that at least one of the following applies (a) they have earned at least £100,000; or (b) held net assets to the value of at least £250,000 (not including primary residence or any loan secured on that residence, or rights under certain insurance contracts or pension arrangements), in each case throughout the financial year immediately preceding the date of the statement);

        3. high net worth companies, unincorporated associations within the meaning of Article 49 of the FPO (being (a) any body corporate which has, or which is a member of the same group as an undertaking which has, a called-up share capital or net assets of not less than (i) if the body corporate has more than 20 members or is a subsidiary undertaking of an undertaking which has more than 20 members, £500,000; or (ii) otherwise £5 million, (b) any unincorporated association or partnership which has net assets of not less than £5 million, (c) the trustee of a high value trust (as defined in the FPO), (d) any person (“A”) whilst acting in the capacity of director, officer or employee of a person (“B”) falling within any of subparagraphs (a) to (c) where A’s responsibilities, when acting in that capacity, involve him in B’s engaging in investment activity, (e) any person to whom the communication may otherwise lawfully be made);

        4. certified sophisticated investors within the meaning of article 50 of the FPO (being an individual who has a certificate signed and dated, not more than three years before the date of accessing this website, by an FCA-authorised person stating that the investor is sufficiently knowledgeable to understand the risks associated with that description of investment and the investor has signed within 12 months prior to the date of accessing this website a declaration that he/she is a certified sophisticated investor who may receive exempt promotions);

        5. self certified sophisticated investors within the meaning of article 50A of the FPO (being an individual who has signed a statement complying with Part II of Schedule 5 to the FPO within 12 months prior to the date of accessing this website, stating that at least one of the following applies: (a) they are a member of a network or syndicate of business angels and have been so for at least six months prior to the date of accessing this website; (b) they have made more than one investment in an unlisted company in the two years prior to the date of accessing this website; (c) they are working, or have worked in the two years prior to the date of accessing this website, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; or (d) they are currently, or have been in the two years prior to the date of accessing this website, a director of a company with an annual turnover of at least £1 million); or

      12. any other person who may lawfully view this website,

      collectively, the Eligibility Requirements.

    3. Verification. You must provide us with complete and accurate information in response to requests made as part of our on-boarding and due diligence process, or as may be otherwise necessary for us to complete the Registration Process or verify the Eligibility Requirements. We reserve the right to delay, suspend or otherwise cancel the Registration Process if you do not provide us with the required information.

    4. Third party requests. You acknowledge and agree that we may make inquiries with third parties to: (i) complete the Registration Process; (ii) verify the Eligibility Requirements; or (iii) as otherwise necessary to prevent fraudulent or illegal activities on the Platform.

    5. Authorised Users. You will limit access to the Platform to Authorised Users, and shall be solely responsible for all actions of any persons, authorized or unauthorised, who gain access to the Platform through your account (Unauthorised Access), unless solely caused by our gross negligence or wilful misconduct.

    6. Account suspension and closure. We may suspend your access to the Platform if: (i) you cease to meet the Eligibility Requirements or we have reasonable belief to consider that you no longer meet the Eligibility Requirements; or (ii) if we reasonably consider suspension of your account necessary to protect us, the Platform, our systems, Supported Digital Assets, other Users or any third party (Permitted Suspension). We will notify you if we intend to suspend your account, and as soon as reasonably practicable shall provide you with the opportunity to reinstate such your account.

    7. Account management. It is your responsibility to ensure that any and all data and information you provide us as part of the Registration Process, in respect of your contact information and any and all Licensee Data is accurate and up to date (Account Data).

    8. Downtime. You acknowledge and agree that all or part of the Platform may occasionally be unavailable due to: (i) scheduled maintenance and upgrades; or (ii) unscheduled downtime due to Disruptions (Downtime).

  7. Using the Platform

    1. Loan terms. Loans shall be agreed between the Borrower and the Lender in accordance with the Master Loan Agreement and any Loan Confirmations issued thereunder. The terms of any such Loan as set out in the Master Loan Agreement and corresponding Loan Confirmation may be displayed through the Platform interface. If there is a discrepancy between the Loan terms as set out in the Platform compared to what is set out in the Master Loan Agreement and the applicable Loan Confirmation, the terms set out in the Master Loan Agreement and the applicable Loan Confirmation shall prevail.

    2. Supported Digital Asset ownership and custody. Supported Digital Asset Custody. We do not hold in our custody any of your Supported Digital Assets. Balances displayed on the Platform are balances of Supported Digital Assets as set out in your Supported Digital Wallet, which at all times remains under your full control. We do not represent or treat assets in your Supported Digital Assets Wallets as our assets on our balance sheet.

    3. Supported Digital Asset Transfers. You may request transfers of Supported Digital Assets to and from your Supported Digital Wallet through the Platform where such requests: (i) have been submitted in accordance with these Terms and the Master Loan Agreement; or (ii) as may be set out in the applicable Loan Confirmation (Supported Digital Asset Transfers). When prompted, you will need to authorize such Supported Digital Asset Transfers through your Supported Digital Wallet. Once a Supported Digital Asset Transfer is authorized and submitted to the applicable Supported Blockchain Network, the transfer will be in a pending state until a sufficient number of confirmations occur on the applicable Supported Blockchain Network. Funds associated with pending Supported Digital Asset Transfers will be designated accordingly and will not be included in the balance of your Supported Digital Wallet.

    4. Reversals. After a request for a Supported Digital Asset Transfer has been requested by you, we cannot reverse such Supported Digital Asset Transfer.

    5. Authority. You acknowledge and agree that:

      1. you are solely responsible for any and all actions you take on or instructions you submit to the Platform, including, but not limited to, Supported Digital Asset Transfers;

      2. any and all actions you take on or instructions you submit to the Platform have been taken or submitted in your sole discretion,

      (collectively, User Platform Actions).

    6. Forks. You acknowledge that the protocols underlying the Supported Blockchain Networks are subject to sudden changes in their operating rules (Forks), and that any such Forks may materially affect the value or other characteristics of the Supported Digital Assets you have stored in your Supported Digital Wallet. If there is a Fork, we may temporarily suspend the Platform and Supported Digital Asset Transfers with or without advance notice, and in our sole discretion we may decide whether or not to support or cease supporting either branch of the Fork (Forking Response). Any Digital Assets on a branch of a Fork that we opt to support shall be deemed Supported Digital Assets, provided always that we may not be able to execute Supported Digital Asset Transfers in respect of such assets.

    7. Restrictions.

      1. Except as expressly set out in these Terms or as permitted by Applicable Law which is incapable of exclusion by agreement between the parties, you shall not:

        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

        2. attempt to de-compile, reverse compile, disassemble, scrape, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

        3. access all or any part of the Platform to build a product or service which competes with the Platform;

        4. other than as strictly necessary for the Purpose, use the Platform to provide services to third parties; license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party except the Authorised Users; or

        5. attempt to obtain, or assist third parties in obtaining, access to the Platform, other than as provided under these Terms.

      2. You shall not use the Platform to:

        1. use the Platform to distribute or transmit to us or any other User any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distribution or transmission;

        2. use the Platform to store, send, request or receive Digital Assets which are not Supported Digital Assets in your Supported Digital Wallet through the Platform or if you otherwise use the Platform for Digital Assets which are not Supported Digital Assets;

        3. link a Digital Wallet which is not a Supported Digital Wallet to your account;

        4. use the Platform to store, access, publish, disseminate, distribute or transmit any material which:

          1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

          2. facilitates illegal activity (including, but not limited to, money laundering, fraud and terrorist financing);

          3. depicts sexually explicit images;

          4. promotes unlawful violence;

          5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

          6. is otherwise illegal or causes damage or injury to any person or property,.

        and we reserve the right, on no less than thirty (30) days’ prior written notice to you, such notice specifying the breach of this condition and requiring it to be remedied within the thirty (30) day period, to disable your access to the Platform for the duration of time that the breach remains unremedied.

    8. Source code. You acknowledge that you have no right to have access the Platform in source code form.

    9. Your obligations. You shall:

      1. cooperate with us in all matters relating to the Platform;

      2. promptly provide, and cause any third party under your control to promptly provide, us with such information and materials: (i) we may reasonably require in order to supply the Platform; (ii) pertaining to your policies, procedures, audits and general business activities; (iii) related your use of the Platform and any related activities; (iv) relating to the identity of Authorised Users; (v) as may be required by Applicable Law, or at the request of any regulatory authority or financial institution, and in each case ensure that such information is complete and accurate in all material respects;

      3. supervise and control use of the Platform and ensure they are used by your Authorised Users only in accordance with these Terms; and

      4. fulfil your obligations pursuant to the Master Loan Agreement and, if applicable, any Platform Service Agreement; and

      5. comply with all applicable technology control or export laws and regulations

  8. Fees and payment

    1. In consideration of us providing the Platform, Borrowers must pay us the fees in accordance with the Master Loan Agreement (Platform Service Fee)

  9. Intellectual property rights

    1. All intellectual property rights in or arising out of or in connection with the Platform (other than intellectual property rights in any materials provided by you) will be owned by us.

    2. You acknowledge that you have no rights in, or to, the Platform other than the right to use it strictly in accordance with these Terms.

  10. Limitation of liability: YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION.

    1. Except as expressly and explicitly provided in this Contract:

      1. you assume sole responsibility for the results obtained from your use of the Platform and for conclusions drawn from such use. We shall have no liability for any damaged caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Platform or any actions taken by us at your direction;

      2. we shall have no liability to you for any damage or loss:

        1. arising out of or in connection with your use of Third Party Products whether in connection with the Platform or otherwise;

        2. if you mistakenly send, request or receive Digital Assets which are not Supported Digital Assets in your Supported Digital Wallet through the Platform or if you otherwise use the Platform for Digital Assets which are not Supported Digital Assets;

        3. resulting from your Supported Digital Asset Transfers once such Supported Digital Asset Transfer is: (i) requested by you; or (ii) submitted to the applicable Supported Blockchain Network;

        4. in relation to Supported Digital Asset Transfers sent to or received from an incorrect or mistaken party or sent or received with inaccurate instructions;

        5. arising out of or in connection with the Master Loan Agreement or any Loan Confirmation;

        6. arising out of or in connection with the operation of the Supported Blockchain Networks or your Supported Digital Wallet;

        7. arising out of or in connection with a Fork or a Forking Response;

        8. arising out of or in connection with User Platform Actions;

        9. arising in connection with Downtime;

        10. arising out of or in connection with Unauthorised Access;

        11. arising out of or in connection with a Permitted Suspension;

        12. arising out of or in connection with inaccurate Account Data;

        13. arising out of or in connection with our termination of this Contract in accordance with its terms;

      3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract; and

      4. the Platform is provided to you on an "as is" basis.

    2. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

      1. death or personal injury caused by negligence; and

      2. fraud or fraudulent misrepresentation.

    3. Subject to sections 10.1 and 10.2, we will not be liable to you, whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising under or in connection with the Contract for:

      1. loss of profits;

      2. loss of sales or business;

      3. loss of agreements or contracts;

      4. loss of anticipated savings;

      5. loss of use or corruption of software, data or information;

      6. loss of or damage to goodwill; and

      7. any special, indirect or consequential loss costs, damages, charges or expenses however arising under this Contract.

    4. Subject to sections 10.1 and 10.2, our total liability to you arising under or in connection with the Contract, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, will be limited to 50% of the total Fees paid under the Contract.

    5. Unless you notify us that you intend to make a claim in respect of an event within the notice period, we shall have no liability for that event. The notice period for an event shall start on the day on which you became, or ought reasonably to have become, aware of the event having occurred and shall expire six (6) months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

    6. This section 10 will survive termination of the Contract.

  11. Indemnity

    1. You shall defend, indemnify and hold harmless us (and each of our officers, directors, employees and agents) against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) your use of the Platform; or (ii) your breach of the Master Loan Agreement or Platform Service Agreement.

  12. Confidentiality

    1. We each undertake that we will not at any time during the Contract, and for a period of five years after termination of the Contract, disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by section 12.2.

    2. We each may disclose the other's confidential information:

      1. to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this section 12; and

      2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

    3. Each of us may only use the other's confidential information for the purpose of fulfilling our respective obligations under the Contract.

  13. Termination, consequences of termination and survival

    1. Termination. Without limiting any of our other rights, we may suspend the performance of the Platform, or terminate the Contract with immediate effect by giving written notice to you if:

      1. you commit a material breach of any term of the Contract, Master Loan Agreement or Platform Service Agreement and (if such a breach is remediable) fail to remedy that breach within ten (10) days of you being notified in writing to do so;

      2. you cease to meet the Eligibility Requirements;

      3. the Master Loan Agreement is terminated;

      4. you fail to pay any amount due under the Contract on the due date for payment;

      5. you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

      6. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or

      7. your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.

    2. Consequences of termination

      1. On termination of the Contract you must cease using the Platform.

      2. Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.

    3. Survival. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

  14. Events outside our control

    1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control).

    2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:

      1. we will contact you as soon as reasonably possible to notify you; and

      2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. We will arrange a new date for performance of the Services with you after the Event Outside Our Control is over.

    3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than thirty (30) days. To cancel please contact us.

  15. Communications between us

    1. When we refer to "in writing" in these Terms, this includes email.

    2. Any notice or other communication given by one of us to the other under or in connection with the Contract must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.

    3. A notice or other communication is deemed to have been received:

      1. if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;

      2. if sent by pre-paid first class post or other next working day delivery service, at 9.00 am] on the second working day after posting; or

      3. if sent by email, at 9.00 am the next working day after transmission.

      4. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

      5. The provisions of this section will not apply to the service of any proceedings or other documents in any legal action.

  16. General

    1. Assignment and transfer.

      1. We may assign or transfer our rights and obligations under the Contract to another entity but will always notify you in writing or by posting on this webpage if this happens.

      2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.

    2. Variation. We may at any time vary or modify these Terms by providing you with an amended copy of such amended terms via our website (Amended Terms). The Amended Terms shall be effective from the date on which they are made available. Your continued use of the Platform following the communication of any such Amended Terms shall be deemed an acceptance of such Amended Terms.

    3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.

    4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

    5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.

    6. Governing law and jurisdiction. The Contract is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the English courts.

    7. Defined terms. The following defined terms are used in these Terms:

      1. Applicable Laws means any law, rule, statute, regulation, by-law, order, protocol, code, decree, directive, requirement, or guideline published or in force which applies to you, your operations or your business.

      2. Authorised Users means the employees, agents and independent contractors of you, your subsidiaries and affiliates, who you authorise to use the Services, the Software and the Documents.

      3. Blockchain Networks means a distributed database or ledger comprised of "blocks" which record transactions and are securely linked using cryptography.

      4. Digital Assets means a cryptographically secured digital representation of value or contractual rights that uses some type of digital system that enables the registration and validation of transactions on a decentralized network in multiple places simultaneously and which can be transferred, stored or traded electronically through a Blockchain Network.

      5. Digital Wallet means a secure location, stored on a Blockchain Network, where a user keeps their public or private keys and passwords.

      6. Disruption means any unscheduled reason the Platform is unavailable, including, but not limited to: (i) equipment malfunctions; (ii) causes beyond our control or that we could not reasonably foresee; (iii) disruptions and temporary or permanent availability of the Supported Blockchain Networks; or (iv) unavailability of third-party service providers or external partners.

      7. Equivalent has the meaning as set out in the Master Loan Agreement.

      8. Good Industry Practice means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness as would be expected from a leading company within the relevant industry or business sector

      9. Licensee Data means the data inputted by or on behalf of you, for the purpose of using or facilitating your use of the Platform and any data generated by, or derived from your use of the Platform, whether hosted or stored within the Platform or elsewhere.

      10. Platform Service Fee means the fee payable by the Borrower to us in accordance with the terms of the Master Loan Agreement.

      11. Supported Blockchain Networks means the Blockchain networks that are supported by the Platform, as may be set out in the list available here.

      12. Supported Digital Assets means the Digital Assets that are supported by the Platform, as may be set out in the list available here.

      13. Supported Digital Wallets means a Digital Wallets that are supported by the Platform, as may be set out in the list available here.

      14. User Subscriptions means the user subscriptions purchased by you, or on your behalf, from us which entitle Authorised Users to access and use the Platform in accordance with this Contract.

      15. Viruses means any thing or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

      16. Vulnerability means a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly.

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