Crypto Account and Services Agreement
SHARES DIGITAL ASSETS

This agreement, relating to the provision of digital asset services via a Crypto-account opened with us via the App together with all appendices included herein, each as amended or supplemented from time to time (the "Agreement"), forms the basis of the agreement between you and us. The terms of this Agreement will apply to you from the date you open your Crypto-account via the App on the terms set out below and upon your acceptance of this Agreement via the App.

In this Agreement, "Customer", "you" or "your" (or the likes) refers to you as the Crypto-account holder, and "we", "us" or "our" (or the likes) refers to Shares Digital Assets sp. z o.o. a limited liability company incorporated under the laws of Poland with its registered seat in Kraków, at: ul. Mogilska 43, 31-545 Kraków, entered into the Register of Entrepreneurs of the National Court Register, maintained by District Court for Kraków-Śródmieście in Kraków, XI Division of the National Court Register, under the KRS number: 0000978485, Tax Identification Number (NIP): 6751766591 and REGON number: 522390149, acting in its capacity as a digital asset service provider registered in the register of virtual currency activity, held by the Director of the Tax Administration Chamber in Katowice, Poland, under No. RDWW-389. 

By accepting this Agreement and opening and/or using your Crypto-account, you expressly agree to the terms of this Agreement and any other agreement or document incorporated and/or referred to herein.

This Agreement is a binding legal agreement and it is important for you to read and understand the terms before you agree to it. If you have any questions, you should contact our customer support using our contact form on our website or via our mobile app or seek independent legal advice.

Important information

Please read carefully

Things you need to know

The information provided by Shares Digital Assets sp. z o.o. (we or Shares Digital Assets) tells you about us and the legal terms and conditions and the risks that apply to our digital asset services. You must read and accept these terms and conditions before you access our digital asset services. If you do no not accept these terms you will not be able to use our digital asset services. 

This Agreement should be carefully read before being accepted by you and notably in conjunction with the Shares Application Term and Conditions separately provided to you within the App and which you have already accepted.

You should also refer to our Risk Disclosure (in Appendix 1). Please read them carefully before you open your Crypto-account and submit any Orders. If you have any questions or doubts about any of the content of this Important Information, this Agreement or our Terms and Conditions, you should seek independent professional advice.

Lack of deposit insurance mechanism

Your digital asset losses are not covered by the Bank Guarantee Fund in case of insolvency, as set forth in in the Act on the Bank Guarantee Fund, Deposit Guarantee Scheme and Resolution of 10 June 2016. The Electronic Money Account is not covered by this mechanism.

You can obtain more information on this subject on its website: https://www.bfg.pl/en/for-depositors/  

No Advice

Shares Digital Assets only provides non-advised (execution-only) services. When providing our digital asset services, we will not assess the suitability or appropriateness of any Investment or service for you, and we are not obliged to warn you if any investment you are considering is not appropriate. We do not offer any advice or provide you with any personalised recommendations regarding the suitability or adequacy of any particular investment. Although we may from time to time provide you with factual information about investments, this information is not, and should not be interpreted as advice. You are solely responsible for the decisions made in relation to all orders. If you are uncertain as to whether an investment is appropriate for your individual circumstances or needs, you should seek independent professional advice.

Potential risks 

Trading digital assets involves an element of risk. The value of your investments may fall as well as rise and you may get back less than your initial investment, and in some cases, you may lose your entire initial investment. Past performance of an investment is not an indication of its future performance. Further details on the risk of investing in digital assets through your crypto account are set out in our Risk Disclosure document in Appendix 1. Before using the Application to submit orders in relation to investments, you must determine whether you have understood the risks detailed in this Agreement and its Risk Disclosure

Exchange between digital assets and fiat currencies

We provide for the purchase and sale of digital assets via our Application under the terms of this Agreement.

Exchange between digital assets 

We provide for the exchange of digital assets for other digital assets via our Application under the conditions set out in this Agreement.

Intermediation in the exchange between digital assets and fiat currencies and in the exchange between digital assets

We will not execute your orders ourselves, but use one or more digital asset market platforms with which we have agreements.

You can only cancel an order with our consent, and you cannot cancel an order once it has been executed. This means that it is important to ensure that you enter your order details correctly and that you are willing and able to enter into a binding commitment to buy, sell or exchange a digital asset when you submit your orders.

Maintaining digital assets account

We will hold the investments in digital assets via our Application under the conditions set out in this Agreement.

Electronic money account

In order to open a Crypto-account with us, you will also need to have opened an Electronic Money Account. We may refer to this as the 'Shares Electronic Money Account'. The Shares Electronic Money Account is provided by a third party Payment Service Provider and you will have a direct relationship with the Payment Service Provider. Neither Shares Digital Assets nor any other Shares group entity is acting as an agent for the Payment Service Provider.

You should note that your Electronic Money Account is not a bank account. Accordingly, any funds in your Electronic Money Account are not covered  by a deposit guarantee mechanism. It will constitute an e-money balance held for you by the Payment Service Provider and you will have a direct claim against the Payment Service Provider in respect of your e-money in accordance with the Payment Service Provider's Terms and Conditions.

Tax

Various tax regimes may apply to your trading in digital assets depending on your personal tax status and the rules and regulations in force from time to time. You have the sole responsibility of determining the relevant tax impact to your trading and you should consult an appropriate professional advisor if you have any questions or doubts in this regard. Shares does not provide tax advice.

Your situation

You must comply with all the legal and regulatory obligations applicable to you, particularly in terms of taxation, whether your residence or bank account is in Poland or abroad. You undertake to inform us of any change in your address, bank account or tax situation and to provide us with the associated documents as soon as possible.

Your finances

You should ensure that your personal finances are suitable for engaging in buying and selling Investments, and that you have the ability to bear any losses that may arise from your trading activity. You should not rely on being able to generate profits to pay down or relinquish any credit or financing you have arranged for the purposes of buying and selling Investments. You should not enter into any borrowing agreements in order to fund your purchase of Investments via the App.

Article 1 - Glossary

Throughout the Agreement, we use certain capitalised terms that have specific meanings as detailed below:

• AML Act: means the Act of 1 March 2018 on Counteracting Money Laundering and Terrorist Financing (Journal of Laws of 2022, item 593, as amended). 
• Application (or App): means the mobile application through which we will provide to you our services, your User Account and other services from time to time.
• Customer: means the Users of the Application benefiting from the digital asset services offered by Shares Digital Assets, including you.
• Electronic Money Account (or e-money Account): means the electronic money / e-money account opened with the Payment Service Provider which you must use to pay for your trades and to receive any profits or other funds deriving from the closing of your Positions. We may refer to this as the “Shares Electronic Money Account” because Shares is making it available to you but we do not provide it as we are not an e-money issuer.
• Crypto-account: means the digital assets trading account you open with us in your name through which you will submit Orders via the Application.
• User Account: has the meaning given to it in the Terms and Conditions.
• Term and Conditions: means the terms and conditions of the Application approved by the Customers, as amended from time to time.
• Payment Service Provider’s Terms and Conditions: means the terms and conditions for the provision of payment services by our Payment Service Provider, as separately provided to you. 
• Base currency: means the currency of the country you live in.
• Transaction Fees: means the fees charged by Shares Digital Assets to Customers in connection with the provision of the digital asset services and detailed in the Fees Policy.
• Force majeure: means an extraordinary event or circumstance beyond our control and that we cannot have foreseen or prevented from happening.
• Investments: means the digital assets available via the Application for which you may submit Orders.
• KYC: stands for "know your customer", the procedure for identifying and verifying customers’ identity, part of our anti-money laundering and anti-terrorist financing mechanism;
• Order: means any instruction from you via the Application to buy, sell or exchange an Investment or Investments. Orders are executed on the partner Digital Asset Marketplace.
• Digital Asset Marketplace: means any digital asset marketplace on which digital assets are bought, sold or exchanged by Shares Digital Assets on behalf of Customers.
• Fees Policy: means the Shares Digital Assets document describing all Transaction Fees applicable to Customers and communicated under the conditions of article 7.
• Positions: means the Investments that you hold as a result of the Transactions that you have submitted via the Application which have been executed and filled.
• Payment Service Provider: means the payment service provider that provides you with your Electronic Money Account for the purpose of funding your trades and carrying out payment transactions via the Application. 
• “Recurring Buy Orders”: Orders to buy a specific Asset regularly over a period of time defined by you.  
• Shares Digital Assets: means us, as a digital asset service provider, in connection with the provision of digital asset services to you.
• Transaction: means a completed buy, sell or exchange Order that has been executed and filled. Users: means the users of the Application benefiting from the services offered by Shares Digital Assets, including you.

Terms already defined in the Term and Conditions shall have the same meaning hereunder. 

Article 2 - Our Services

Pursuant to Article 2(1)(12) of the AML Act, this Agreement provides for the provision by Shares Digital Assets of the following digital asset services (the “Services”):

• Maintaining digital assets account (the "Custodial Service") ; 
• Exchange between digital assets and fiat currencies (the "Buy and Sell Service");
• Exchange between digital assets for other digital assets (the "Exchange Service").

Our Buy and Sell Service and Exchange Service are provided through intermediation services. We will act as an intermediary between you and the Digital Asset Marketplace on which your Orders will be executed.

The Services are considered to be provided at your initiative if you request them as a result of any promotional communication made by any means and which, by its very nature, is of a general nature and is addressed to the public or to a larger group or category of customers

Depending on your personal situation, only some of the services may be available to you.

You acknowledge that some Services, or part of it, under this Agreement, may also be provided to you by other Shares group companies (collectively with Shares Digital Assets, “Shares” or “we”) (the User and Shares, jointly referred to as the "Parties" or individually a "Party"), as well as by third party entities subcontracted by Shares. 

2.1. Scope of our services

Your Transactions are carried out on your own initiative and under your full responsibility without any advice from us. We will execute your Orders on a partner Digital Asset Marketplace in accordance with regulatory requirements, and we will hold your digital assets in your Crypto-account.

As already described in the Important Information above, Shares services do not involve us providing any investment advice as to the merits of a particular Investment or whether any particular Investment is appropriate for you. We will not provide you with any investment, legal, tax or other form of advice; nor can you request any such advice from us, and any decision to acquire or sell an Investment is solely yours and we are not responsible for such decisions.

We do not sanction the use of App by any individual to provide advice to other users. This includes users in a “Friend” group and any information included in “watch lists” created by different users.  You should not take any statement, activity or information that an App user makes available to you as a personal recommendation or a suggestion to trade in any Investment through the App

2.2 Electronic communication

You confirm that we may communicate with you in paperless form, and that all pre-contractual information and documentation provided to you will also be in electronic format. Where regulations require documents to be provided in a durable medium, the documents will be sent to your email, and/or made viewable and downloadable to be stored in your device via the Application. 

Article 3 - Crypto-account opening on the application 

3.1 General

Under the name "Crypto-account", we open a special account in our books solely for the purpose of recording your Transactions made via the Application. This Crypto-account is linked to your User Account.

An Electronic Money Account will also be opened with a partner Payment Service Provider under the conditions set out in Article 7, in order to record the cash counterpart of the transactions carried out on the digital assets booked on the Crypto-account. The Electronic Money Account operates in conjunction with the Crypto-account.

3.2 Opening your Crypto-account

3.2.1. Modalities

Before you can open a Crypto-account and carry out Transactions, you must first download and install the Application. The use of the Services linked to the Crypto-account is only possible if you have installed the Application, verified your identity and have provided all the required documents to verify your identity and other information in accordance with the Terms and Conditions and this Agreement. 

In any case, we may accept or refuse to let you open a Crypto-account without being obliged to justify our decision.

The Crypto-account is opened in your name and can only be an individual account. We do not open joint, undivided or dismembered accounts. If, for any reason whatsoever, your individual account is likely to fall under the joint ownership or dismemberment regime, we kindly ask you to inform us immediately so that we can make the necessary arrangements.

The Crypto-account cannot be opened in the name of or on behalf of a legal person.

In the event that you are incapacitated adult with limited capacity, all the digital assets registered in the Crypto-account must be managed in accordance with the specific provisions relating to the protection regime to which you belong, in accordance with the applicable legislation, in particular Polish civil code. When the capacity regime of the holder of the Crypto-account, recognised as applicable in Poland, is a regime of foreign law, it is expressly agreed that we must be provided beforehand with all the useful supporting documents likely to delimit and define the extent of the powers as well as the identity and the exact situation of the incapacitated adult with regard to the applicable legislation. We may not, under any circumstances, be held liable for transactions carried out by the protected person or his/her legal representative in disregard of the rules of the Polish civil code, or any other applicable text, governing the operation of the Crypto-account and the accounts linked to it. We shall not be held responsible for the consequences of a transaction carried out on the Crypto-account if we have not been informed of the setting up or modification of a protection measure.

The Crypto-account may not be used to hold digital assets on behalf of third parties and/or to carry out portfolio management on digital assets on behalf of third parties.

A Customer can only open a sole Crypto-account in our books, linked to his sole User Account.

3.2.2. Supporting documents

When you apply to open a Crypto-account, you must provide to us the following documents, as appropriate : 

• a copy of a valid identity document;
• a copy, less than three months old, of a proof of your address; and
• any other additional documents we deem necessary to comply with our legal and regulatory obligations.

If this list changes, we will notify you by e-mail. Please note that depending on the jurisdiction, in particular outside of Poland, other means of verifying your identity may be offered in the Application, and the list of accepted supporting documents may be modified. In accordance with the Terms and Conditions, we will also verify your identity and, if applicable, the origin of your funds in accordance with the conditions set out in the regulations on the fight against money laundering and the financing of terrorism.

3.3. Access to your Crypto-account

Your personal telephone number will be linked to your Crypto-account when you onboard on the Application to ensure that the Crypto-account can only be accessed via your mobile phone, which serves as an authentication device. Only one mobile phone can be linked to your Crypto-account. 

We may also check the validity of your email address you provide to us when creating your User Account, and use it to contact you from time to time.

You will have access to the User Account linked to your Crypto-account under the conditions set out in the Terms and Conditions of the Application.

3.4. Operation of the Crypto-account

3.4.1. General

The Crypto-account operates in accordance with the provisions of the applicable regulations. The digital assets registered in your Crypto-account may not be used by Shares Digital Assets or any third party for their own account.

Under the terms of our Custodial Service, we undertake to maintain a digital assets account (“Crypto-account”) on which you hold  your digital assets, and to administer them.

We undertake to comply with the rules governing the circulation and security of digital assets, as defined by the applicable regulations.

3.4.2. Digital assets offered on the Application

Only digital assets offered by and available through our Digital Asset Marketplace, and approved by us may be proposed on the Application and held on your Crypto-account. We are not obliged to accept the deposit of any other digital assets into your Crypto-account. 

At present, you cannot transfer digital assets from an external crypto account to your Crypto-account or from your Crypto-account to an external crypto account. 

3.4.3. Restrictions of the Services.

3.4.3.1. Minimum amount 

We reserve the right, at any time and for any reason, to change without notice the minimum value in Euros, your local currency or digital assets, necessary for the provision of a given Service for a particular digital asset (including the minimum purchase, sale or exchange amount). These amounts are disclosed on the Application.

3.4.3.2. Maximum amount and limits

We allow you to use our Services (within the maximum amount set out on the Application) for as long as your Crypto-account does not present a security risk, and/or you are able to prove the origin of the funds (in fiat currency or in digital assets) when buying or selling or exchanging digital assets, and only if we have given a favourable opinion to the performance of the Service, following the analysis of your documents and more generally of the information you have transmitted to us.

Buying, selling or exchanging limits may be set on a 365-day rolling basis, on a daily basis, on a time-period basis or without a time limit and may apply to a given digital asset in the Crypto-account. The value of the limits corresponds to the cumulative amounts of all transactions carried out over the relevant period and/or relevant digital asset as applicable. Maximum amounts and limits may differ depending on the payment method. You are informed of this on the Application.

3.4.4. Review and monitoring of your use of our Services 

We may decide at any time to suspend a Service for a period not exceeding 14 working days from the date of the request of the Service, without being liable for the consequences of such suspension to the extent permitted by applicable laws. At the end of this period and without any time limit, we may decide to prohibit the performance of the Service, prohibit or limit the use of certain means of payment, or block or suspend your Crypto-account, for so long as we decide may be appropriate and for legitimate reasons, including for the fulfilment of our own obligations and for doubts we may have about, amongst other things,  the economic purpose, the goal, or the funding source, of some of your Transactions. 

We may need to request further information and ask you questions in order to fulfil our obligations. 

In the absence of a satisfactory response and cooperation from you:

• In case of a Transaction, we may cancel the Transaction in question and we will reimburse you after deducting a Transaction Fee and any other losses incurred by us in connection with the completion of that Transaction.
• In case of any other Service, we may cancel the Service.

3.4.5. Suspension or blocking of a Crypto-account

Your Crypto-account may be suspended or blocked by us at any time, including for reasons related to:

• Compliance with our internal KYC procedure;
• Compliance with AML-CTF regulatory requirements; 
• Specific request from the competent authorities;
• Failure to comply with any of the provisions of this Agreement and/or the Terms and Conditions;  
• The legitimate suspicion that you are a victim of fraud, theft, cyber-attack, extortion, manipulation, violence, blackmail; 
• Your bad behaviour (insults, threats, abusive requests, etc.).

A suspended or blocked Crypto-account will not allow access to the Services temporarily or permanently. 

To the extent permitted by applicable law we shall not be liable for any consequences of any nature whatsoever of the blocking or suspension of a Crypto-account, including the theft or loss of digital assets held in your Crypto-account which occurred before or after the blocking or suspension  of your Crypto-account due to an act of yours.

3.4.6. Deletion of a Crypto-account

You may request the deletion of your Crypto-account at any time by notifying our Customer Service by e-mail. We will comply with your request within a reasonable time. 

To the extent that the Application does not currently allow for the transfer of the digital assets you hold in your Crypto-account to an external crypto account, you will need to sell all digital assets held in the Crypto-account in order to transfer the corresponding funds to your Electronic Money Account. To the extent that a 1€ (or, if applicable, its equivalent in any currency supported in your jurisdiction) minimum threshold for the sale of digital assets is implemented as set forth in the Application, the sale of the digital assets held in your Crypto-account may not be possible if the amount of such digital assets is below the above mentioned minimum threshold, and you shall either expressly waive the amount in your Crypto-account of that digital assets or wait until the Application permits the transfer of your digital assets to another crypto account to delete your Crypto-account.

3.4.7. Closure, suspension or blocking of a Crypto-account

In addition to the fact that the Application does not currently have the functionality to allow the transfer of digital assets from your Crypto-account to an crypto account outside of the Application, we will not be able to refund digital assets to your Crypto-account in the following events:

• If your User Account has been suspended, closed or blocked ; 
• If we decide to do so to comply with our AML-CTF obligations;
• upon request from a competent authority ;
• If we are subject to a cyber-attack, a logical attack, a virus, generic or otherwise, a physical attack on our premises or an attack on the integrity of our employees in the performance of their duties; 
• If the Application and more generally our information systems are undergoing maintenance;
• If your Crypto-account has not been accessed for at least three consecutive months, if you have not responded to any of our communication within 30 days of receipt or if you are deceased. 

3.4.8. No withdrawal period

Pursuant to the provisions of Article 40 Sec. 6(2)  of the Act of 30 May 2014 on Consumers Rights, the right of withdrawal does not apply in case of contracts regarding money market instruments, transferable securities, units in open-end investment funds or specialised open-end investment funds, units in collective investment undertakings, selling securities with the obligation to repurchase them, and financial operations in which the price, rate, interest rate, or index has been determined, in particular the purchase of currencies, securities, gold or other precious metals, goods, and rights, including contracts based exclusively on price differences, options, and derived rights, concluded for an agreed date or an agreed period, traded in the market. Further pursuant to Art. 40 Sec. 6(1) of the Act of 30 May 2014 on Consumers Rights the right of withdrawal does not apply in case of contracts fully performed upon the consumer's request before the expiry of the withdrawal periods.

3.5. Payment transactions on the e-money Account linked to the Crypto-account

For the purposes of payment transactions related to Transactions, you may proceed in accordance with the Payment Service Provider’s Terms and Conditions.

Article 4 - Custodial Service on digital assets

Custodial Services mean the custody of your cryptographic keys by us and the delegation granted to us to use them on your behalf on the Application.

4.1. Availability of the Custodial Service

The Custodial Service is offered to Customers who have an operational Crypto-account and can access it through the Application.

The Custodial Service is available following the purchase of digital assets by a Customer.

We shall retain the cryptographic keys to the Crypto-account and access to the Investments deposited in accordance with the terms hereof. We shall keep such records as are necessary to enable us to distinguish at any time and without delay between digital assets deposited by you, those deposited by other customers and our own digital assets, segregated from the Customers' digital assets.

The balance of a Customer's Crypto-account is accessible at any time on the Application (except in the event of a Technical Failure or Force Majeure).

4.2 Operation of the Custodial Service 

Shares Digital Assets offers its customers the opportunity to safekeep the digital assets they bought in their Crypto-account.

Shares Digital Assets provides a digital asset Custodial Service using a technological solution from a third party service provider. The digital assets are safekept using technology developed by this specialised third party service provider.

Customers do not hold the private key to their Crypto-account. Shares Digital Assets retains responsibility for the safekeeping of the Customers' digital assets.

A Customer's Crypto-account is a position account that reflects the Customer balance per digital asset. Access to its digital assets is secured by Shares Digital Assets. As a Customer you expressly acknowledge that you do not have direct access to your digital assets, as custody is delegated to us.

Digital assets are held by Shares Digital Assets in separate crypto accounts, also known as wallets, depending on the nature of the digital assets and their associated blockchains. Your digital assets and our digital assets are stored in segregated crypto accounts. From time to time,  some digital assets you hold in your Crypto-account may become unavailable for purchase, sale or exchange due to the inability to place your Orders via our Digital Asset Marketplace.  We will make our reasonable efforts to inform you with as much prior notice as possible before any such digital asset becomes unavailable. In this case, you will have until the date (included) we have notified you to exchange or sell your relevant digital assets, failing which, you irrevocably authorise Shares Digital Assets to proceed with the sale of all such digital assets held in your Crypto-account. Any proceeds from the sale of such digital assets will be credited to your e-Money Account. In this context, to the extent permitted by applicable law you acknowledge that the sale of your digital assets under the conditions specified above will not in any way engage our liability. 

4.3 Our commitments and disclaimers 

Shares Digital Assets is committed to providing the means to ensure the security of the digital assets it safekeeps in its custody on your behalf and the security and resilience of its computer systems. Shares Digital Assets has the human, material and technical resources to operate the Custodial Service.

Shares Digital Assets can only be held responsible for breaches of its own computer systems  under its control. To the extent permitted by applicable law it cannot therefore be held responsible for the consequences on the custody of digital assets of (i) a technical failure, including the technological partner(s) on which Shares Digital Assets relies to provide the Custodial service, (ii) an event of Force Majeure, (iii) a breach of the Customer's security of any kind, a case of kidnapping or a ransom demand on the Customer or his relatives, (iv) a computer attack or malicious intent on the part of hackers or (v) a logical attack or a generic or non-generic virus affecting the Customer's computer, e-mail system, telephone or computer resources, (vi) an error, negligence or malicious act attributable to the Customer, (vii) the Customer's failure to comply with these conditions.

4.4 Fork and Airdrop Management

In the event of a Fork (soft or hard) and/or Airdrop related to digital assets held by Users, Shares Digital Assets will conduct a case-by-case analysis of these situations to determine whether we wish to offer custody and/or allow trading of these new digital assets. In addition, the Digital Assets Marketplace and/or other third party service providers involved in the provision of services to Users may not allow us to effectively support Forks and Airdrops.

A fork can occur when a Blockchain splits into two different chains with different Blockchain consensus rules. Shares Digital Assets will consider in each individual case, at its discretion, whether the digital assets allocated to a customer of the Fork will continue to be supported.

An airdrop consists of distributing a digital asset to a third party free of charge in a random manner depending on the performance of certain services by the recipient. There is therefore no financial compensation claimed in return for the services. In return, the beneficiary must respect certain commitments, which differ from one project to another. These may include joining a group on social networks, adding a Telegram channel, or sharing news.

4.5. Return of Safekept Crypto-assets 

The Customer who has stored his digital assets with Shares Digital Assets is informed that, at the current stage of development of the Application, the Customer cannot request the withdrawal of digital assets stored in the Crypto-account to another crypto account outside the Application. 

By proceeding with the purchase process, the Customer acknowledges and agrees that he/she will not be able to transfer his/her digital assets from the Crypto-account unless the development of this  functionality allows it, if at all.

Article 5 - Services for buying and selling digital assets in Fiat currency

5.1. Your Orders

An Order (including Recurring Buy Orders) is an instruction from you to either buy, sell or exchange a particular Investment which is made via the Application. 

We currently provide orders that are automatically executed, via API, on our partner Digital Asset Marketplace via our Application.

We will only transmit your Orders to our partner Digital Asset Marketplace for execution.

5.2. Execution your Orders

If your Order is accepted by us and the Digital Asset Marketplace, it will be executed by our partner Digital Asset Marketplace. We are responsible for the execution of your Order submitted via the Application. We will only execute your Orders on the partner Digital Asset Marketplace with which we have entered into a partnership.

By opening a Crypto-account, you are deemed to consent to us executing your Orders on the partner Digital Asset Marketplace. 

5.3. Submitting and cancelling Orders

Orders may only be submitted via the Application. Orders must relate to Investments that are available via the Application from time to time. We have sole discretion as to the Investments that we make available to you via the Application.

We will provide you with the indicative prices for the relevant Investments that you can buy, sell or exchange via the Application, but we do not create these prices and we have no control over them as they are provided to us by the Digital Asset Marketplace. It is important to note that by submitting an Order, you are entering into a binding commitment to buy, sell or exchange an Investment. You may only cancel or withdraw an Order before that Order is executed within the limitations of the partner Digital Asset Marketplace, and only with our prior consent, which we will not unreasonably withhold. 

We will not be deemed to have received a request for cancellation or modification of Orders until we notify you of its receipt. Upon receipt of any request to cancel or amend an Order, we may, but shall not be obliged to, cancel or amend any Order after such Order has been transmitted to us. We will use reasonable endeavours to comply with your request for cancellation or amendment before the Order is executed by the Digital Asset Marketplace, but to the extent permitted by applicable law we will not be liable if such cancellation or amendment is not made. In the event that we cancel or amend, or attempt to cancel or amend, any Order at your request, you will be liable for all costs and expenses we may incur. In other words, you will be bound by the execution by the Digital Asset Marketplace of any Order (whether in whole or in part) if and to the extent that such Order (or part thereof) has not been cancelled or modified in accordance with your request.

You should always double-check to make that, before you have submitted any Order, you:

• Have input the correct values;
• Are certain that you wish to go ahead with that Order;
• Understand how this Agreement applies to that Order;
• Are willing and able to bear the risk of any potential loss associated with that Investment; and
• You understand the risks associated with that investment.

It is therefore your sole responsibility to ensure that all Orders communicated are accurate, correct and clearly transmitted. 

Notwithstanding the foregoing, all Orders transmitted to us shall be deemed to be irrevocable and we shall be entitled to transmit such Orders to the partner Digital Asset Marketplace in accordance with the Agreement hereof.

5.4. Acceptance of Orders 

We, and the Digital Asset Marketplace, have the final say on whether or not to accept an Order you have submitted. If we or the Digital Asset Marketplace reject an Order, we will not have to explain to you why that Order has been rejected, but we will notify of the rejection.

The Digital Asset Marketplace also maintains various risk limits and tolerance that govern whether or not it will accept an Order, and we have no control over such procedures and restrictions.

Orders may also be rejected by the Digital Asset Marketplace or not submitted by us for reasons relating to:

• Trading restrictions imposed by regulators on certain investments;
• Trading restrictions imposed us by the partner Digital Asset Platform on us; or
• You not having sufficient funds in your Electronic Money Account to pay for this Order; or 
• if accepting an Order would violate a limit we have placed on your Crypto-account; or if the acceptance of an Order would breach a limit that we have placed on your User Account; or
• At our convenience, without needing to justify our decision.

5.5. Recurring Buy Orders

You may elect to automate your submission of certain Orders by submitting Recurring Buy Orders. 

In addition to being subject to the same conditions as any Order, Recurring Buy Orders are subject to the additional following conditions:

• You must define in the Share App the time period of time over which the Recurring Buy Order is placed and repeated (available time periods are provided in the Shares App);
• All Recurring Buy Orders will be created and transmitted onto the Digital Asset Marketplace for execution or onward transmission for execution between 10:15 - 10:45 CET, in which the asset being the subject of the Recurring Buy is traded. The Orders can be executed 7/7 ; 
• If your Electronic Money Account does not hold a sufficient balance to pay for a given Recurring Buy Order (including any fees and/or charges applicable to such Order), this particular Recurring Buy Order will be skipped but this will not affect the following scheduled Recurring Buy Orders.

5.6. Cancellation of Orders/Positions

There may  be instances where we or the Digital Asset Marketplace are required by relevant regulatory authority, or any other entity or body having jurisdiction over us, to cancel your Orders or Positions. In such circumstances, we will seek to notify you of any such request and you agree that you will use all reasonable endeavours to cooperate with us and, to the extent necessary, the Digital Asset Marketplace to comply with any such request relating to the cancellation of your Order or Positions, including in relation to the taking of all actions that may be communicated to you by us to comply with any request from a third-party in relation to your Positions.

5.6 Prohibition of short selling

The App cannot be used to go short on an Investment i.e. sell an Investment that you do not already own in anticipation that the price of that Investment will fall, allowing the sale of an Investment at a higher price and giving the opportunity to buy that Investment back in the market at a lower price at a later stage, with the profit being the difference between the higher and lower price.  To sell an Investment via the App, you must have previously acquired that Investment by submitting an Order to buy that Investment via the App which was subsequently executed.

5.7. Price slippage

Due to the inherent nature of a moving market, indicative prices can change, sometimes rapidly and significantly, and it may not be possible to execute at the price shown on the Application before you place your Order.   “Price slippage” means that the price at which you submitted your Order may not be the price at which your Order is in fact executed.   In some circumstances, your Order may be executed at a "better" price and in other circumstances it may be executed at a "worse" price than the price quoted to you via the Application. If your order is executed at a "worse" price than the price of the Investment at the time you submitted the Order, we have no liability to you to provide you with the difference in those prices.

5.8. Our Reporting to you

5.8.1. Consultation of your Crypto-account

You will be able to see in the Application on a real time basis what Orders have been executed on your behalf by the partner Digital Asset Market Platform and therefore what you hold as Investments in your Crypto-account. Access to the service of consulting your Crypto-account is a functionality governed by the Terms and Conditions of the Application. 

5.8.2. Notices 

We will provide you a transaction confirmation notice for each Transaction in Investments. The transaction confirmation notice will be made available to you in the App as soon as possible and, in any event, no later than the first business day following the execution of the Transaction. You can ask us for an update on the status of your Order at any time - by contacting us via the in-app chat function on. It is your responsibility to notify us via the Chat function of the Application if you do not receive a transaction notice by the end of the first business day following the execution of the Transaction.

The notice may mention in particular:

• The digital asset(s) traded and their quantity;
• The nature of the order (buy, sell, exchange or other) ;
• Date stamps(day, time) and execution price (unit and total);
• The amount of the Transaction, with the fees, commissions, taxes and other charges distinguished from the gross price of the Transaction; 
• The exchange rate obtained when the Order involves a currency conversion ;
• Details of payment by the Customer.

You will have a period of fourteen (14) working days, from the date of delivery of the notice, to make any comments or complaints. To the extent permitted by law, after this period, you will be deemed to have accepted the conditions of execution.

5.8.3. Periodic reports

We will provide you  with periodic reports on your digital assets and any cash balance on a durable medium, as required by applicable law and regulations.

You will have a period of one month from the date the report is sent or made available to you to submit any comments or complaints. To the extent permitted by law, after this period, you will be deemed to have accepted it unless you can prove an error, omission or fraud from us.

5.8.5. Tax information

In order to enable you to satisfy your tax obligations in relation to your Investments, we will send you or make available on a durable medium,  as soon as possible before the deadline for submitting your annual tax return, a summary of transactions in digital assets. 

In order to satisfy our own tax obligations, we will require you to provide us with your tax residence(s), to provide us with the necessary supporting documentation if required, and to inform us immediately of any changes to your residence.  

5.9. Valuations

The indicative valuations of your Investments will be provided to you in Euros or US Dollars or any other fiat currency in your jurisdiction, applying rates supplied by the Payment Service Provider and/or the Digital Asset Marketplace. Valuations will be updated on a near real time basis.

5.10. Submission of Orders in Own Name

You must act on your own behalf and for your own account in relation to all Orders submitted by you, meaning you are the person that will buy, sell or exchange the Investment. You cannot submit Orders on behalf of others.

No power of attorney can be agreed on the Crypto-account with us.

Any Order received by us through the use of the Application shall be deemed in good faith to have been given by you, except  if we have received and acknowledged receipt of evidence relating to your death or cancellation of a given Order prior to the execution of the Order.

In accordance with the provisions of the Terms and Conditions and this Agreement, we may suspend your ability to transmit Orders through the Application, including if we suspect or have any reason to believe that Orders issued using your Credentials have not been properly authorised by you. In such event, to the extent permitted by applicable law we shall not be liable for any loss resulting from such suspension.

We are not obliged to verify the identity of the person(s) transmitting the Orders at each Transaction, or the accuracy or truthfulness of such Orders and to the extent permitted by applicable law we shall not be liable for any loss (direct, indirect, special, consequential) that may result from unauthorised Orders.

All Orders will be deemed to have been made at the time of their receipt. You acknowledge and agree that when placing Orders for digital assets, there will be times when a quoted price will change prior to the execution of the Order(s) due to market circumstances and that all Orders will be executed in the chronological order in which they are received.

To the extent permitted by applicable law we will not be liable to you for any loss or damage (whether direct or indirect) arising from the late receipt of any Order for any reason, instruction or communication issued by you, or for any delay, omission, interruption in transmission or improper interception of any Order or instruction through any equipment or system. We will endeavour to resolve any issues or problems arising from the operation of the Application in accordance with the Terms and Conditions and, where appropriate, take action in accordance with market practice.

Article 6 - Exchange Service - digital assets for other digital assets

The Exchange Service will be available to you only once we will inform you that we are offering such service to our clients. We will inform you about it by giving you at least 14 days’ notice, indicating the launch date of the Exchange Service. All terms in this Agreement referring to the Exchange Service will automatically be applicable without further formalities from such launch date.

To use Exchange Service, you must have opened and validated a User Account and a Crypto-account with digital assets safekept in it. A suspended or blocked Crypto-account cannot be used to exchange digital assets for other digital assets.

When provided with an Exchange Service, you will enter the exact amount of digital asset to be exchanged and the type of digital asset you wish to receive as a result of the exchange. You may not exchange more digital assets than the balance of the digital asset available to be exchanged on your Crypto-account. You are the sole decision maker on the trade.

The exchange parity between the two digital assets is displayed on the Application prior to you passing your Order. In the case of an Order for a trade between digital assets, price slippage is governed by article 5.7 of this document. You have a period of time indicated on the Application to validate and finalise the trade. Once validated, the exchange transaction cannot be cancelled. It can only be cancelled by us in the event of a Technical Failure or Force Majeure.

The amount of digital assets to be exchanged is subject to a minimum amount set by us at the time of the exchange transaction.

Once the exchange transaction has been approved, your Crypto-account is debited with the quantity of digital assets and exchanged and credited with the quantity of digital assets received in exchange, taking into account the Transaction Fees associated with the exchange transaction. The amount of the new digital asset credited to your Crypto-account is available for another exchange immediately (except in case of Technical Failure or Force Majeure).

If we have to cancel an exchange transaction for any reason attributable to you after it has been approved by you, your Crypto-account will be credited back with the digital asset, less any losses incurred by us as a result of the difference in price between the two digital assets at the time we made the exchange.

Article 7 - "Shares" electronic-money account 

7.1. Your "Shares" Electronic Money Account

To open a Crypto-account to trade in Investments through the Application, you must also open an Electronic Money Account. Shares is not an electronic money issuer or an agent of the latter but arranges for you to obtain the Electronic Money Account from the Payment Service Provider and so we sometimes refer to this account as your Shares Electronic Money Account. This account is limited to use in connection with the Application. If you stop using the Application the Electronic Money Account will be closed as it is only available to you as an active Application User.

The Electronic Money Account and related payment services are provided to you by the Payment Service Provider on the terms of its customer terms and conditions.  Further detail on the relationship with the Payment Service Provider and how your money is held is set out in Appendix 2. Your e-money credited to the Electronic Money Account is held by the Payment Service Provider as further described in the Payment Service Provider’s Terms and Conditions provided to and accepted by you separately.  You should refer to the Payment Service Provider’s Terms and Conditions for more information.

You should note that your Shares Electronic Money Account is not a bank account and accordingly any money in that account is not eligible for the deposit insurance scheme. 

You should familiarise yourself with the disclosures made in the Payment Service Provider’s Terms and Conditions you have accepted which explain more about the Electronic Money Account and how it will be used to make payments in connection with the Application.

Any electronic money required to settle your Transactions or any amounts related to your Transactions will be taken from your Electronic Money Account on the day of the Transaction and paid into our own electronic money account with the Payment Service Provider on the same day for the purpose of transmitting payment to our partner Digital Asset Marketplace and, as applicable, pay the Transaction Fees. Although this e-money is recorded in our account, it will not be protected. There is therefore a minor risk that you will not get them back if we become insolvent on that day. 

It is possible to contact the Payment Service Provider to request the closure of your Electronic Money Account. Closure of the Electronic Money Account may make it impossible to access the Buy and Sell Service. A User without an Electronic Money Account may be restricted to accessing only the Custodial Service and, if accepted by us, the Exchange Service. 

7.2. How to pay for Orders 

Before placing an Order, you will need to credit your Electronic Money Account by sending money from a bank account in your name, located in the EEA or in any other country with equivalent  anti-money laundering and terrorist financing legal regime, to the Payment Service Provider via SEPA credit transfer, credit card payment, SEPA debit, depending on the options and/or payment acquiring partners available in your jurisdiction, or any other method available in the Payment Service Provider's Terms and Conditions and available within the App. 

You can do this so via the Application by providing an instruction to top up your Electronic Money Account.

If you attempt to add funds from an account in the name of a third party, your payment will be rejected by the Payment Service Provider. When using card-top-up, you may only add funds from an eligible card in your name and the top-up will be completed within 24 hours. Any card-top-up will be strictly related to the load of your Electronic Money Account - any conversion or subsequent purchase will be unrelated to the original card transaction.

The Payment Service Provider will issue electronic money on receipt of your funds. The electronic money credited to your Electronic Money Account will be stored and can later be redeemed and used to pay for your Orders. 

You can top up your Electronic Money Account with a balance for future transactions or you can top up your Electronic Money Account for particular transactions as and when required. By carrying out transactions on your Electronic Money Account with more funds than you are likely to need in the short term for transactions you will not receive any interest as you might in a bank account so you might lose out on interest.  You will not earn any interest or accrue any other benefit on electronic money that is held in the Electronic Money Account.

When you submit an Order to buy an Investment, an estimate of what you would have to pay for the Investment (it is estimated because of the need for a currency conversion or price volatility) plus any Transaction Fees is immediately earmarked in your Electronic Money Account.  The exact amount is then payable when the Order is executed. 

You acknowledge and agree that we are acting as your representative, an Authorised User as those terms are defined in the Payment Service Provider's Terms and Conditions, and are therefore notably authorised to pass on your instructions to the Payment Service Provider in respect of the settling of transactions in Investments on the Application, to effect the transfer of funds from your Electronic Money Account so as to settle payment for your Orders and associated Transaction Fees if we need to. This may include any additional amount required to settle Transactions in the event that an Order is ultimately executed at a price different from the indicative price quoted, i.e. in the event of market movement following transmission of an Order.  

As an Authorised User, we may ask the Payment Service Provider to transfer the amount required from you for a given Transaction (gross of our Transaction fees which you authorise us to transfer to our own account, if any) to our own Electronic Money Account with the same Payment Service Provider. 

7.3. How proceeds of sale of an Investment will be credited to you

If you sell an Investment and there are proceeds due to you from that sale, we will ensure that your Electronic Money Account is credited with the value of those proceeds which are received from the partner Digital Asset Marketplace. However, you should be aware that, whilst your proceeds may be credited to your Electronic Money Account, you will not be able to withdraw those proceeds until such time the transaction arising as a result of your Order to sell the relevant Investments has settled. 

7.4 . Pricing

Further details of applicable Transaction Fees and charges which are levied for Transactions are provided in our Fees Policy (our Fees can be found in Appendix 3). The Fees Policy can be viewed at any time on our website and on the Application. Transaction Fees and charges will only be applied to Orders which have been transmitted by us and subsequently executed.

You declare that you have read our Fees Policy when signing this Agreement. These pricing conditions contain, in particular, the pricing of transactions on digital assets and, in general, the remuneration received by us in connection with the execution of this Agreement. These fees may be modified by us from time to time. In this case, you will be informed of the changes in fees in accordance with the conditions set out in Article 13 of this Agreement.

Article 8 - Mutual obligations

8.1. Our statements and commitments 

We act in accordance with the laws and regulations in force and in compliance with the customs and practices of the profession we are in.

To the extent permitted by applicable law we shall not be liable for any breach of our contractual obligations or for any financial loss in the event of Force Majeure, or any other event beyond our control which we could not reasonably have prevented, such as a breakdown in the means of transmission of Orders between you and us, or between us and the Payment Service Provider and us and the partner Digital Asset Marketplace.

8.2. Your statements and commitments.

You agree to provide us with all information to enable us, after the execution of your Orders, to regularly record in your Crypto-account the Transactions processed, any commitments you made and the digital assets you hold, as well as, should we be obliged to do so, your declaration to the competent tax authorities. 

You agree to use the Content and information we provide for your personal use only.

You declare that, prior to opening your Crypto-account under the conditions set out herein, you have had access to a general description of the nature and risks of digital assets and the associated Services we propose. The risks are described in Appendix 1 of this Agreement which you have read carefully.

You accept full responsibility for Transactions initiated through the Application. You acknowledge  the inherence price volatility of digital assets and the random nature of transactions carried out on Digital Asset Marketplace, as well as the extent of the financial risks that may arise from the execution of Transactions initiated by you through the Application.

You represent and undertake :

• not to be prohibited nor incapacitated to enter into any commitment under the terms of this Agreement under Polish law, your national law and/or the law of your country of residence;
• not to be restricted from carrying out the operations provided for under the terms of this Agreement by reason of your matrimonial regime;
• to comply with the contractual, legal, tax and regulatory provisions applicable to the transactions carried out under this Agreement and provide us with the documents necessary to fulfil our contractual, legal, tax and regulatory obligations.

You undertake to inform us promptly if any of these elements change.

Article 9 - Taxation

It is your responsibility to comply with your legal and regulatory obligations regarding the taxation of your Crypto-account. You are reminded that the particular tax treatment of a product or service depends on the individual situation of each person. This tax treatment may change over time. 

Therefore, you should be alert, with the help of a tax counsel if necessary, to tax changes in your country of tax residence, particularly in the case of multiple tax residences. We do not undertake to provide any service or advice on the tax treatment of our customers. 

In application of international tax information exchange agreements entered into by Poland,and in particular FATCA and the CRS, we may be required to file a declaration with the Polish tax authorities or a foreign tax authority for customers covered by these regulations.

Article 10 - Personal data 

We undertake to make every effort to ensure the security and confidentiality of personal data in accordance with the legal and regulatory provisions in force.

We are committed to ensuring that only authorised personnel are authorised to access your personal information.

Access to the premises and servers on which the data is collected, processed and archived is strictly limited. Appropriate technical and organisational measures have been taken to prevent access by any unauthorised person.

You are informed when opening your Crypto-account and in this Agreement that we collect and process personal data about you automatically. More generally, you agree to the application of the data processing outlined in our Privacy Policy separately provided to you within the App. You have rights in relation to your personal data; information relating to such rights and the ways in which you can exercise them are provided in our privacy policy. The collection and processing of personal data carried out by us in our capacity as data controller within the meaning of regulation nᵒ 2016/679 known as the General Data Protection Regulation are necessary for the opening of a Crypto-account and to the provision of the Services, the constitution of customer files, the proper administration of commercial relations between you and us and allow to improve the customer experience. This data is intended for us as well as our service providers and partners located in and outside the European Union for the purposes hereof, but will not be used by third parties for the purpose of canvassing you.

Your personal data is retained for as long as necessary to fulfil the purposes we collected it for, including satisfying any legal, accounting or reporting requirements. 

The majority of information is kept for a minimum period of 5 years in accordance with legal and regulatory obligations related to the fight against money laundering and the financing of terrorism.

In the event of a dispute related to the use of your data by us, you are informed that you can refer to the Personal Data Protection Office.

Article 11 - Duration of the agreement - entry into force

11.1. Duration of the Agreement

The Agreement is signed for an indefinite duration until terminated by either Party in accordance with the provisions of Article 12 of this Agreement.

11.2 Entry into force

This Crypto-account agreement will enter into force and effect o in accordance with the conditions set out in Article 3.2 of this Agreement.

Article 12 - Termination and closure of the crypto-account

12.1. Termination

The Agreement may be terminated at any time, and the Crypto-account closed, by the Customer or by Shares Digital Assets, by notice provided on the Application, with fifteen (15) calendar days' prior notice should the request to terminate your Crypto-account be at your initiative, and with thirty (30) days' prior notice, should the termination be at our initiative, or any another notice period as mutually agreed between you and us. The notice period shall run from the notification date on the Application.

It may be terminated by operation of law and without notice in the circumstances set out in the Terms and Conditions.

It will also be terminated automatically, at our initiative, in the event of your failure to fulfil any obligation whatsoever resulting from this Agreement or resulting from legal or regulatory provisions applicable to you. The termination will then take effect eight (8) calendar days following the sending of a formal notice by electronic means, should you have not fully remedied  the situation within this aforementioned time period of eight (8) days.

Furthermore, the Agreement will be terminated automatically without prior notice on the following grounds : 

• Abnormal operation of your Crypto-account;
• the improper performance or non-performance of this Agreement and/or the Terms and Conditions and/or the Payment Service Provider”s Terms and Conditions, due to, fraud, negligence or an error attributable to you,
• reasonable suspicion that you have engaged in unlawful activities, fraudulent conduct or misrepresentation.

Termination of the Terms and Conditions, and the concomitant closure of the User Account will result in automatic termination of this Agreement and closure of the Crypto-account. 

12.2 Consequences of the  termination

The closure of the Crypto-account will put an end to all transactions usually carried out on the Crypto-account, except for transactions being executed on the day of closure and not yet settled. You shall maintain, where applicable, a balance on the Electronic Money Account associated with the Crypto-account, and take all steps to ensure that your account does not record any transactions in the future. Any proceeds from the sale of your Investments will be credited to your Electronic Money Account.

In the event of closure of your Crypto-account, even if it the closure is at your initiative following your refusal to accept a proposed change to this Agreement or to our pricing, 

In the event of closure of the Crypto-account at your initiative, you shall ensure that your digital assets are sold prior to the actual closure of your Crypto-account. In the event of closure of your Crypto-account at our initiative or in the event of closure of your Crypto-account at your initiative if all your digital assets have not been sold by the date of effective closure of your Crypto-account, you undertake to sell your digital assets as soon as possible and in any event within a maximum of ten (10) calendar days following the effective closure of your Crypto-account because of the impossibility, at this stage, of transferring your digital assets to a crypto account outside the Application. In the event that you have not sold all of your digital assets within the above timeframe, you irrevocably authorise Shares Digital Assets to proceed with the sale of all digital assets held in your Crypto-account as of such date. Any proceeds from the sale of your digital assets will be credited to your e-Money Account.

If you do not provide any bank details before the end of the notice period, we will send the proceeds from the sale of the digital assets to the bank account you used when you opened your Electronic Money Account.These provisions, which you expressly accept, mean we will:

• Sell your digital assets in the chronological order of your acquisition of these Investments, from oldest to most recent;
• unless you instruct us otherwise,  send to the bank account opened in your name, the details of which were communicated at the time of your onboarding with us, a bank transfer of an amount equal to the balance of the Electronic Money Account attached to the Crypto-account at the end of the above transactions, less all the Transaction Fees attached to the above transactions, as mentioned in our pricing policy.

In this context, to the extent permitted by applicable law you acknowledge that the sale of your digital assets under the conditions specified above will not in any way engage our liability.

• If you die, we will suspend your Crypto-account as soon as possible and once we have been informed of your death by a person with the requisite authority and evidence, we will automatically close your Crypto-account and convert it into an estate account. The registered digital assets will be sold and the corresponding funds will be transferred to your e-Money Account. The balance of your e-Money Account may form part of your estate and, subject to receiving confirmation from an appropriate representative responsible for the management of your estate, we may act on the instructions given to us by such representatives. This agreement between us on this Agreement will remain in full force and effect after your death, until your Crypto-account is permanently closed and the agreement between us on this Agreement is terminated.

Article 13 - Changes to the agreement

Any proposed changes to this Agreement, including any proposed changes to our Fees Policy, will be notified to you via the Application, by email or by any other means chosen by us, fourteen (14) days before the changes take place.

We may change this Agreement for legitimate reasons, including the important operational reasons, as well as in the event of changes to the scope of Services or changes in the applicable legislation. Any change to this Agreement will not affect your rights acquired before the changes to the Agreement came into force.

You will be deemed to accept and agree to the changes if you continue  to use the  Shares App after we have notified you of the changes to this Agreement.

If you do not agree to the changes we have made then you must send an email to our customer service department before the effective date of the changes. You must ensure that we have acknowledged your request through e-mail or letter confirmation from us. This objection will automatically constitute a request for cancellation under the conditions set out in Article 12 of this Agreement. You will then have a notice period of fifteen (15) calendar days before your account is closed, in accordance with the provisions of the said article.

Article 14 - Compensation in case of insolvency

Your digital assets are not covered by the Bank Guarantee Fund in case of insolvency, as set forth in in the Act on the Bank Guarantee Fund, Deposit Guarantee Scheme and Resolution of 10 June 2016.  This deposit insurance mechanism is not applicable to the Crypto-account and the Electronic Money Account is not covered by this mechanism.

The Customer can obtain more information on this subject at: https://www.bfg.pl/en/for-depositors/.

Article 15 - Liability and Exclusion of Liability

TO THE EXTENT PERMITTED BY LAW, WE DO NOT ACCEPT ANY LIABILITY FOR LOSS OF PROFITS, REVENUE, VALUE, EARNINGS OR DATA, OR DIRECT, CONSEQUENTIAL OR INDIRECT DAMAGES SUFFERED BY YOU OR ANY THIRD PARTY.

To the extent permitted by applicable law we shall not be liable to you in the event of non-performance or improper performance of the Agreement due to you, fraud, negligence or error attributable to you, the occurrence of a Force Majeure, a Technical Failure or the occurrence of one or more of the events set out in Articles 10, 11, 13, 15 and 16 or the actions of third parties.

You are solely responsible for the choices you make in using the Services. 

You are duly advised of the risks surrounding the Services and the digital assets. In doing so, to the extent permitted by applicable law we shall not be liable for:

• The stability of the price of digital assets due to their high volatility;
• The loss, theft or disclosure to a third party, whether intentionally or unintentionally, of your login details or password; 
• A cyber-attack, computer virus, malware, breakdown, theft, loss or failure of your telephone or computer device blocking access to your User Account and/or Crypto-account or leading to access by a third party, to the extent these are not a result of circumstances attributable to us;
• Burglary, theft, extortion, violence, blackmail, swindling, manipulation of a person, abuse of weakness, or any other criminal offence suffered by you which may have resulted in the loss of digital assets or the provision of Services not desired by you;
• Loss or theft of digital assets in any way;
• Illegal use of digital assets purchased through us.

We endeavour, as far as possible, to keep the App accessible 7 days a week and 24 hours a day. Nevertheless, the use of the Application may be temporarily suspended due to technical maintenance work, migration or updates, breakdowns or constraints related to the Internet or the communication networks used by us or our partners.

The networks on which the data circulate have different characteristics and capacities and are likely to be saturated at certain times of the day, which is likely to affect their download times and accessibility. To the extent permitted by applicable law we shall not be liable for any malfunction or impossibility of access to the Application by third parties or by you, for congestion of the Internet network, for unsuitable equipment used by you, for maintenance or updating of the Application or for any other circumstance beyond our control or in the event of force majeure. In particular, to the extent permitted by applicable law we cannot accept any responsibility for any financial consequences that may arise from your inability to access the Application and/or use the Services for the reasons set out above.

Article 16 - Complaints

Should you have any complaints in relation to the App then please notify us. We can be contacted via the in app chat function or via email eu-complaints@shares.io.

We will acknowledge your complaint within ten working days and then undertake to respond within a maximum of two months from the date of receipt of your complaint, unless exceptional and duly justified circumstances arise.

If your complaint is not settled to your satisfaction, you may refer it directly to the Financial Ombudsman:

Financial Ombudsman

ul. Nowogrodzka 47A

00-695 Warsaw, POLAND

We endeavour to resolve any disputes with you amicably through direct contact. We encourage you to report any problems using email to: eu-complaints@shares.io. Notwithstanding the above, we inform that if you act as a consumer, you have the possibility to resolve disputes electronically through the European Union ODR online platform for complaints and redress related to their contracts - the platform can be found at: http://ec.europa.eu/consumers/odr/. Consumers can also use the help of a consumer ombudsman or consumer NGOs. More information can be found on the website of the Office of Competition and Consumer Protection (http://www.uokik.gov.pl).

Article 17 - Applicable law and courts

For the execution of this Agreement, the Parties decide to elect domicile at their registered office or at their domicile.

The laws of Poland apply to these terms and conditions.  Any claim you make against us can be heard in the Polish courts having jurisdiction over you.

To the extent permitted by applicable law we will not be liable to you for any action or in action we take pursuant to applicable law and regulation.

APPENDIX 1: Risk disclosure

Investor risk

The digital assets offered by Shares Digital Assets sp. z o.o. with its registered seat in Kraków, at: ul. Mogilska 43, 31-545 Kraków, entered into the Register of Entrepreneurs of the National Court Register, maintained by District Court for Kraków-Śródmieście in Kraków, XI Division of the National Court Register, under the KRS number: 0000978485, Tax Identification Number (NIP): 6751766591 and REGON number: 522390149  ("Shares Digital Assets" or "SDA"), an indirect wholly-owned subsidiary of Shares SAS, offers you the regulated business of custody of digital assets on behalf of a client, service of exchange between digital assets and fiat currency, as well as exchange between fiat currency and digital assets and the service of exchange of digital assets for other digital assets, in its capacity as a digital asset service provider registered in the register of virtual currency activity, held by the Director of the Tax Administration Chamber in Katowice, Poland, under No. RDWW-389.

The digital assets can be purchased and held by any individual resident in a country where the Application and the Services are available. However, investors must first ensure that the investment in digital assets is suitable for their financial situation and investment objectives. Furthermore, it is recalled that in the interest of investment diversification, it is generally recommended to individual investors that the portion of their wealth invested in this type of asset represents only a minor part of the total value of said wealth.

Risk of capital loss

The price of digital assets constantly fluctuates according to the relative amounts of demand for buying and selling on marketplaces. The greater the upward and downward movement in the price of a digital asset, the greater the volatility. This volatility is positively associated with the expectation of gain and negatively associated with the risk of capital loss. Making a digital asset transaction involves a high degree of risk of capital loss up to the full value of the purchase or exchange of the digital asset.

Legal risk

The legal and regulatory status of digital assets may not be clearly defined or may not exist at all depending on the jurisdiction in which a Customer is located. It is the Customer's responsibility to ascertain the extent to which the purchase, sale or exchange of digital assets is permitted under the regulations of the Customer's country of residence. 

Volatility risk

The value of all Crypto-assets can change rapidly. Customers should be aware of their exposure to different Crypto-assets and that their exposure may be potentially impacted by sudden and unpredictable price changes that would affect their Transactions.

Tax risk

The tax status of certain Crypto-assets may be undetermined in the jurisdiction in which the Customer is located. This implies that the Customer must verify, under his sole responsibility, the obligation to declare the possession, purchase,sale or exchange, and if required, the payment of taxes and duties on Crypto-assets to the tax authorities.

Risks related to digital assets

The following is a list of some of the many risks inherent to the use of digital assets:

• Risk of hacking a blockchain,
• Risks inherent to digital assets such as coding errors, counterparty risk, etc,
• Risk of hacking of a digital asset marketplace,
• Risk of access problems of any kind between Shares Digital Assets and the partner Digital Assets Marketplace, including loss of internet connection,
• Risk of temporary or permanent shutdown of a digital asset marketplaces or blockchains,,
• Unforeseen risks due to the young age and experimental nature of the technologies used.

Risk of hacking of the User Account

Account hacking refers to a malicious individual taking control of a Crypto-account to the detriment of its legitimate owner. The Customer is warned of this risk and is recommended to follow the security procedures for the Customer account proposed by Shares Digital Assets.

Regulatory risk

Shares Digital Assets is a digital asset service provider registered with the National Revenue Administration in Poland. Shares Digital Assets is subject to regulatory risk that may result in it being inspected and possibly sanctioned by regulatory authorities.

Market risk

There is a risk of loss of value of digital assets caused by adverse price movements of these assets. Accordingly, Customers should consider the risk of partial or total loss of their investment due to significant fluctuations in the value of digital assets.

Risk of digital identity theft

Shares Digital Assets is susceptible to identity theft as a company. Customers may be victims of fraud by third parties posing as Shares Digital Assets. Customers are responsible for verifying that they are using our Application.

Liquidity risk

The Investments which are crypto-assets made available via the Application are all admitted to trading on digital assets marketplaces, and in the event that you wish to sell your Investments, a corresponding buyer of those Investments must be found in the underlying market. Whilst certain Investments can be very liquid, you should be aware that others, such as the digital assets with smaller capitalisation, can be less liquid and it is not guaranteed that there will be a buyer for your Investments. Therefore, you may not be able to realise your investment or realise it at its actual market value. In some circumstances, such as instances of market volatility or where trading in a particular Investment or on a particular underlying market has been suspended or otherwise restricted, it may not be possible to find a buyer for your Investments, meaning you will not be able to liquidate your Positions.

If you close your Crypto-account, all Positions in Investments will need to be sold via the Application.

APPENDIX 2: Your relationship with the Payment Service Provider

When you open your Crypto-account with us via the Application, it will be linked with an Electronic Money Account opened on the terms and conditions that you accept separately with the Payment Service Provider.

Your Electronic Money Account is operated and maintained by ModulR FS Europe Limited ("Modulr") a company registered in Ireland under company number 638002, whose registered office is at 6th Floor, 2 Grand Canal Square, Dublin 2. Modulr is regulated by the Central Bank of Ireland (“CBI”) for issuance of electronic money under reference number C191242.

Modulr provides you with the Electronic Money Account and with the ability to make and receive payments relating to your Orders through the Electronic Money Account.

Your relationship with Modulr is direct and is subject to the Payment Service Provider’s Terms and Conditions separately provided to you within the App which are provided to you on our website and in the Application and which you separately agree will apply to your relationship with Modulr. You will be an “Introduced Client” for the purposes of the Payment Service Provider’s Terms and Conditions. 

For the purposes of these Terms of Use, you will receive payment services. 

Shares has separate business relationships with the Payment Service Provider in order to allow User Account holders to open Electronic Money Accounts and act, as applicable, as Partner Platform or Authorised User under the Payment Service Provider’s Terms and Conditions. You do not have any rights under Shares’ agreements with Modulr.

Shares does not provide any payment services nor issues the electronic money in your Electronic Money Account. Modulr is responsible for the issuance of electronic money and provision of any payment services to you, in accordance with the Payment Service Provider’s Terms and Conditions.

It is intended that all of the assets of Modulr will transfer to Modulr Finance B.V. ("MFBV") (a company incorporated in Netherlands with registration number 81852401 and authorised as an electronic money institution by De Nederlandsche Bank with authorisation number R182870) (the "Transfer") during the fourth quarter of 2022, at which point MFBV shall automatically assume all of Modulr's rights and obligations under the Payment Service Provider’s Terms and Conditions and shall perform the Payment Service Provider’s Terms and Conditions and be bound by them in every way as if it were the original party to the Payment Service Provider’s Terms and Conditions in place of Modulr. You acknowledge that you consent to such Transfer separately in the Payment Service Provider’s Terms and Conditions. 

APPENDIX 3 :  Fees Policy

Service Fees:

What is it? A transaction cost paid to crypto brokers and exchange platforms in exchange for facilitating the buying and selling of digital assets.

• 1€ flat fee up to a 100€ transaction
• 1% of the transaction amount above 100€

Transfer Fees:

Deposit via Bank Transfer: €0

Deposit via Debit Card: €0

Withdraw via Bank Transfer: €0