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.
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.
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.