DEFINITIONS
In the Terms:
“Act of Insolvency” means:
- (a) a Party commences a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to itself or to its debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to an insolvent Party), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian, examiner or other similar official (each a “Custodian”) of it or any part of its assets; or takes any corporate action to authorise any of the foregoing; and, in the case of a reorganisation, arrangement or composition, the other Party does not consent to the proposals;
- (b) an involuntary case or other procedure is commenced against a Party seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to it or its debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to an insolvent Party) or seeking the appointment of a Custodian of it or any part of its assets and such involuntary case or other procedure either (i) has not been dismissed within thirty days of its institution or presentation or (ii) has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure;
- (c) a Party is unable to pay its debts as they fall due or is bankrupt or insolvent, as defined under any bankruptcy, company or insolvency law applicable to such Party; or any indebtedness of a Party is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or proceedings are commenced for any execution, any attachment or garnishment, or any distress against, or an encumbrancer takes possession of, the whole or any part of the property, undertaking or assets (tangible and intangible) of a Party;
- (d) a Party is dissolved, or if a Party’s capacity or existence is dependent upon a record in a formal register, the registration is removed or ends, or any procedure is commenced seeking or proposing a Party’s dissolution or the removal from such a register or the ending of such a registration of a Party;
“Applicable Regulations” means any laws and rules of a relevant jurisdiction and/or regulatory authority; the rules of the relevant exchange; and all other applicable laws, rules and regulations, customs, procedures, policies, directives relating to countries, markets, Exchanges, market centres, including without limitation rules relating to anti money laundering and client identification in force from time to time.
“Associate” means (in relation to a person):
- (a) an undertaking in the same group as that person;
- (b) an appointed representative of the first person or of any undertaking in the same group, and
- (c) any other person whose business or domestic relationship with the first person or its associate might reasonably be expected to give rise to a community of interest between them which may involve a conflict of interest in dealings with third parties;
“Business day” shall be construed as a reference to a day (other than a Saturday or Sunday) on which:
- (a) in relation to a date for the payment of any sum denominated in (a) any currency (other than euro), banks generally are open for business in the principal financial centre of the country of such currency; or (b) euros, settlement of payments denominated in euros is generally possible in London or any other financial centre selected by us in relation to a Transaction or matching deal; and
- (b) in relation to a date for the delivery of any property, property of such type is capable of being delivered in satisfaction of obligations incurred in the market in which the obligation to deliver such first property was incurred; and
- (c) for all other purposes, is not a bank holiday or public holiday in London;
“Confidential Information” means information relating to trading positions, volumes, non-public trading information or other proprietary information which is made available (whether before or after these Terms are agreed) in writing, visual or machine readable form (including by fax and other forms of electronic transmission) or orally for the purpose of considering, negotiating, advising in relation to or furthering the performance of the Terms and also includes any information, analyses, compilations, notes, studies, memoranda or other documents derived from, containing or reflecting such information but excludes information which:
- (a) is publicly available at the time of its disclosure under these Terms; or
- (b) becomes publicly available following disclosure under these Terms (other than as a result of disclosure by the recipient or any other person contrary to the terms of these Terms); or
- (c) was lawfully in the recipient’s possession prior to disclosure under these Terms (as can be demonstrated by the recipient’s written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or
- (d) following disclosure under these Terms, becomes available to the recipient (as can be demonstrated by the recipient’s written records or other reasonable evidence) from a source other than the other party to these Terms, which source is not bound by any obligation of confidentiality in relation to such information.
“Customer” means the client of BlockEx in relation to each Transaction, including the Broker’s end users;
“Customer Costs” means:
- (a) premiums on any option purchased by us on behalf of you;
- (b) any other charges imposed any taxes imposed by any competent authority on any account opened or Transaction effected for you; and any fines or other penalties imposed by any competent authority except to the extent such fines or other penalties are imposed as a result of our gross negligence or wilful misconduct;
- (c) the amount of any trading loss that may result from Transactions executed by us on your behalf;
- (d) interest and service charges on any deficit balances in your account at the rates then charged by us (and which are available upon request) together with our reasonable costs and expenses (including legal fees) incurred in collecting such deficit; and
- (e) any taxes not expressly covered by ourselves as set out in the Terms (including without limitation stamp duty and transfer taxes);
“Execution Services” means execution and transmission of orders for Transactions.
“Platform” means the internet based electronic trading platform through which we have agreed to provide digital asset trading services.
“Services” means a service provided by us, for example an internet trading service offering clients access to electronic trading facilities for digital assets ;
“Event of Default” means any of the events listed in the Terms;
“Exchange” means any exchange or multilateral trading facility relevant (as determined by BlockEx) for the purposes of the Terms, and includes its clearing house (if any);
“Indebtedness” shall be construed so as to include any obligation (whether present or future, actual or contingent, as principal or surety or otherwise) for the payment or repayment of money;
“Market” means, except where indicated otherwise, any exchange, regulated market or multilateral trading facility.
“Obligations” means obligations present or future, actual or contingent or prospective, owing or which may become owing by you to us under any Transaction or designated by us for these purposes in writing, including margin obligations;
“Party” means you or us;
“Potential Event of Default” means any event which may (with the passage of time, the giving of notice, the making of any determination or any combination of the above) become an Event of Default;
“Terms” means these terms of business including each schedule and/or additional terms notified from time to time by BlockEx in relation to Transactions via the Platform;
“Transaction” means a digital asset transaction made on the Platform or any other transaction which both Parties agree is considered a Transaction for the purposes of these Terms, and any reference in the Terms to “the Terms” includes the terms of any Transaction.
INTERPRETATION
Hierarchy: Any reference to “the Terms” shall be construed as including the schedules attached to these General Terms and Conditions and all additional terms notified to you as applicable to Transactions via the Platform as the same may from time to time be amended, varied, novated or supplemented. We may from time to time send to you additional terms, including in respect of Transactions via the Platform. In the event of any conflict between these General Terms and Conditions of Business and any other contract between you and BlockEx, these Terms shall prevail.
Headings: Headings are for ease of reference only and do not form part of the Terms.
General interpretation: A reference in the Terms to a “Term”, a “Clause” or “Schedule” shall be construed as a reference to, respectively, a term, a clause or schedule of the Terms, unless the context requires otherwise. References in the Terms to any statute or statutory instrument or Applicable Regulations include any modification, amendment, extension or re-enactment thereof. A reference in the Terms to “document” shall be construed to include any electronic document.
