This Membership Agreement and the Privacy Policy (together, this Agreement) between Crypto Facilities Ltd, a company incorporated in England with registered number 9172128 and registered address at 6th Floor, One London Wall, London, United Kingdom, EC2Y 5EB (we, our, us), who is the owner and operator of www.cryptofacilities.com, a Multilateral Trading Facility (CRYP) and you as a member of the MTF (you, the Member, your).
Crypto Facilities Ltd is authorised and regulated by the Financial Conduct Authority (FRN 757895) to operate the MTF.
This Agreement is a binding contract between you and us and will commence if and when your application for membership (your Membership Application) has been accepted by us. We are under no obligation to accept your application for membership if you do not meet our Eligibility Criteria as set out in our Rulebook, as published from time to time on our Website.
Please read this Agreement carefully as it sets out your and our respective rights and obligations in respect of your membership and your use of CRYP. You may be required to execute other agreements, which are intended to be consistent with this Agreement and each other, but in the event of a conflict with this Agreement, this Agreement will prevail.
Any capitalised terms used not defined herein shall have the meaning assigned to them in the Rulebook.
For the avoidance of doubt, should a conflict arise between this Agreement and the Rulebook, the terms of the Rulebook shall prevail.
We may need to make changes to this Agreement from time to time. You should visit the Crypto Facilities Ltd Website (www.cryptofacilities.com) regularly to check when the Agreement was last updated (as displayed at the top of this document) and to review the current Agreement. Any amendments to the Agreement that we consider likely to materially affect your rights and obligations will be posted on the website or sent by email to the address associated with your Membership and Account. The continued use of your Account, after any amendment to this Agreement, constitutes your acceptance of the Agreement, as modified by such amendment. If you do not accept the Agreement, or any amendment to them, you must immediately stop accessing CRYP.
Please feel free to contact our customer support team at [email protected] for any clarifications before you access or continue to access CRYP.
1 Applying for Membership
1.1 You can apply to become a Member and to open an account (your Account) by completing a Membership Application available on the Website.
1.2 You will be required to provide personal information about you and/or information about your legal entity, including your full name and address. We are registered with the Information Commissioner's Office in the UK for this purpose.
1.3 We will verify your identity and/or the identity of your legal entity or any beneficial owners at the point of Application and may decide to do so again at any time whilst you remain a Member using in-house and third party verification providers. You hereby consent to your data being used in this way.
1.4 Once we have reviewed your Membership Application, we may decide to accept your application for Membership or not, in accordance with our Eligibility Criteria set out in the Rulebook.
2 License to access the MTF
2.1 Upon the Member’s Application being successfully approved, we hereby grant the Member a revocable, non-exclusive, non-transferable license to access and use the MTF during the term of the Member’s membership, solely for its own business purpose as described in its Membership Application, and in accordance with the provisions contained in this Agreement and the Rulebook.
3 System requirements
3.1 The Member shall, at its own cost and expense set up its connectivity to access the CRYP. For any technical assistance that may be required, the Member shall contact [email protected].
3.2 Additional information may be required from the Member in order for us to comply with our own obligations under Applicable Law, including but not limited to our obligations as an operator of an MTF.
4 Authorised persons
4.1 The Member will confirm in its Membership Application the identity of its authorised users and shall keep this information up to date at all times. Furthermore, the Member hereby confirms that any person authorised to trade on its behalf is suitably trained and qualified to enter binding orders and execute resulting transactions.
5 Confidentiality
5.1 All information relating to this Agreement shall be confidential and the parties agree to treat the information as such unless any disclosure is required under Applicable Law or by a party’s regulatory body.
5.2 Member agrees that Crypto Facilities may share any confidential information with its Affiliates in order to carry out its obligations under this Agreement.
6 Notification Requirements
6.1 Each Party shall notify the other Party, as soon as reasonably practicable upon becoming aware of any technical issues in relation to and in connection with the use and access to CRYP.
7 Member data
7.1 Member hereby grants Crypto Facilities a perpetual, non-exclusive royalty free license to use, distribute, sublicense, combine with other data and sell for its own benefit all order data, price, volume and other information regarding transactions executed on CRYP (the Member Data).
7.2 For the avoidance of doubt, Member retains all ownership and intellectual property rights with regards to this data.
8 Fees and Taxes
8.1 CRYP will publish the fee schedule on its Website as set out in its Rulebook.
8.2 For the avoidance of doubt, You are solely responsible for paying any taxes you might owe as a result of trading on CRYP.
8.3 We may be required to cooperate with tax authorities and you hereby consent to provide us with relevant information and/or for your information to be released for this purpose where necessary.
9 Data Protection and Intellectual Property
9.1 We hold and process data relating to, including but not limited to, your identity, address, company details, or other information you provide us with. We will hold your data on secure servers which may be located outside of the European Economic Area. For more details see our Privacy Policy.
9.2 We will make best endeavours to protect your data and we will never sell any of your data or licence it to third parties.
9.3 We own or are the licensee of all the intellectual property that constitutes CRYP.
10 Warranties and Representations
10.1 You warrant that:
(a) you have full legal capacity to enter into this Agreement;
(b) you are the legal and beneficial owner of the cryptocurrency or legal tender that you are depositing into your Account;
(c) all cryptocurrency or legal tender deposited into your Account derive from legitimate/legal sources;
(d) using CRYP does not infringe any local law of your country of incorporation (or residence as the case may be);
11 Our Rights
11.1 To protect the integrity of our services we reserve the right to request any further information from You, including but not limited to:
(a) request proof of source of funds;
(b) confirmation of your control of your cryptocurrency address;
(c) investigate any breach of warranties or suspicious activity;
11.2 You agree and acknowledge that our calculations and decisions associated with operating the Platform, in particular, but not limited to, the calculation of P&L of open positions in the Futures, the calculation of Collateral, the calculation of Collateral Requirement, Position Liquidation, Position Assignment and Position Unwind are binding and final.
11.3 You agree and acknowledge our right to change the methodologies by which we calculate P&L of open positions in the Futures, Collateral, Collateral Requirements, Position Liquidation, Position Assignment and Position Unwind and all other rules and processes associated with operating the Platform. We will notify you of any such change.
11.4 At our own discretion we may suspend your Account whilst we are requesting information/documentation from you to verify your identity and/or the identity of your legal entity.
11.5 If you do not cooperate with us in our request for further information or documentation during the suspension of your Account, we reserve the right to keep your Account in suspension indefinitely or to terminate your Account as further set out in our Rulebook.
12 Liability
12.1 CRYP, including its application programming interface (API) is provided on an “as is” basis. We will not be liable for any losses, damages or other amounts You or any other party may suffer or incur out of your use of CRYP, the malfunctioning, misuse, failure or stoppage of CRYP, or for any indirect or consequential loss.
12.2 We do not exclude liability for death or personal injury or otherwise to the extent we are not permitted to do so as a matter of applicable law. To the extent we are liable, our liability will be limited to the fees we received from You during the 30 days preceding the date on which the act or omission giving rise to the liability occurred.
12.3 We exclude all liability where the damage does not relate to our conduct, for example where the cause is due to a technical failure in a cryptocurrency protocol, the fork of a cryptocurrency protocol or an action by another Member or a third party.
12.4 You will indemnify us for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of the terms of this Agreement, including any fraudulent, negligent or reckless act, omission or default or your misuse of CRYP.
13 Deposits and Withdrawals
13.1 You will be able to deposit cryptocurrency or legal tender into your Account once you have been approved as a Member by sending cryptocurrency to your CRYP Futures wallet, or legal tender to the relevant bank account.
13.2 Under UK law, cryptocurrency is not 'money' nor a Specified Investment. Therefore, your cryptocurrency deposits will not be deemed Client Money nor are you covered by the Financial Services Compensation Scheme.
13.3 Your cryptocurrency and/or legal tender balance will be held by (a) us as your custodian or (b) a nominee other than us, including a sub-custodian. Your ownership of your cryptocurrency and/or legal tender balance will be reflected in our records.
13.4 You can submit a request to withdraw cryptocurrency or legal tender from your Account at any time. Please refer to the Website for the various deposit and withdrawal timelines.
13.5 For the avoidance of doubt, you cannot withdraw cryptocurrency or legal tender that is required to cover your losses from trading the Futures or cryptocurrency or legal tender that serves as Collateral for your open positions or open orders in the Futures.
14 Complaints
14.1 As set out in the Rulebook, we are committed to providing a high standard of service. If you are dissatisfied with the service you have received and wish to raise a complaint then please submit your complaint via email to [email protected].
14.2 Please provide the following details in order for us to be able to process your complaint in time:
(a) your name and contact details;
(b) a clear description of your concern or complaint;
(c) details of what you would like us to do to fix this matter;
(d) copies of any relevant correspondence.
14.3 We will provide you with an acknowledgement of your complaint within 2 business days of receipt. We will aim to resolve your complaint within 2 weeks of receipt. If we are unable to address the complaint within 2 weeks then we will write to you to explain what is happening with your complaint. Within 4 weeks we will send you a final response.
15 Member Resignation
15.1 You may terminate the Agreement (and resign your Membership) at any time and for whatever reason upon 14 days notice to us, subject to the settlement of all outstanding transactions. The charges within the schedule of fees will apply. To terminate this Agreement, please contact us through [email protected].
15.2 We may terminate or suspend your Membership and Account at any time and for whatever reason as further set out in the Rulebook.
16 General
16.1 Assignment - We may assign any of our obligations or rights under this Agreement. Your Membership is personal to you and is non-assignable.
16.2 No Third-Party Rights - A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
16.3 Severability - If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
16.4 Notices - We will send you notices to the email address you provided in your Membership Application. These will be deemed to be delivered to you if we do not receive a failed delivery message. You must send your notices to [email protected].
16.5 Force Majeure - We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control. We will take all reasonable steps to act in your best interests when a Force Majeure event occurs and may suspend or alter part or all of the Agreement, to the extent that we can no longer comply with the terms in question.
16.6 No Waiver - No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
16.7 Jurisdiction – This Agreement is between us and you and is in all respects governed by and construed and interpreted in accordance with English law, and the courts of England and Wales will have non-exclusive jurisdiction to settle any legal proceedings arising out of or in connection with this Agreement, including any non-contractual disputes and claims. Nothing in this clause will prevent us from bringing proceedings against you in any other jurisdiction. If you are situated outside of England and Wales, a process by which any proceedings in England are begun may be served on you by being delivered to the address provided by you when you opened your account or to any new address subsequently notified to us. Nothing in this Agreement affects our right to serve process in another manner permitted by law.