BW PLATFORM: means on-line platform operated by BW that can be accessed via the Site/mobile/ or desktop application through which a BW Client can, among other things: register with BW, manage onboarding process and communicate with the Company as well as to access BW Services provided in accordance with these Terms of use and the USER Agreement.
DISTRIBUTED LEDGER: means a digitalized data base in a network of numerous computers in which each participating computer stores a complete or partial copy of the current version of the data base and provides access to it in the network.
CIVIL CODE: Act No. 89/2012 Coll., Civil Code, as amended.
CLIENTS/USERS: mean clients of BW who have entered into a USER Agreement with BW and those can be persons of any gender as well as legal entities.
CLIENTS’ WALLET: mean a crypto wallet for the custody of crypto-assets that is operated and maintained by FIREBLOCKS for Clients. The Clients’ Wallet may be of omnibus or segregated nature.
COMPANY (BW, we, our or us): a legal entity incorporated in Czech Republic with following data:
Company name: BlockWave Innovations s.r.o.;
Registration number: 218 76 363;
Address: Chudenická 1059/30, Hostivař, 102 00 Praha 10;
Email: [email protected]
CRYPTO-ASSETS/CRYPTO-CURRENCY: a digital capture of a value or right that can be transferred and stored electronically using Distributed Ledger technology or similar technology.
FIREBLOCKS: Fireblocks UK INT'L Limited, a company incorporated in England and Wales, having its registered office at Suite 2 First Floor, 10 Temple Back, Bristol, United Kingdom, BS1 6FL that enables custody of crypto-assets provided through an integrated wallet infrastructure.
GENERAL TERMS AND CONDITIONS: these Terms and Conditions that are intended to be used for numerous contracts and that are provided by one contractual party to another prior to entering into any contractual relations.
INVESTMENT ADVICE: Investment advice in the sense of these Terms is the issuance of personal recommendations to Clients or their representatives, that are related to transactions with specific crypto-assets.
PRIVACY STATEMENT: The current version of the privacy statement of BW can be accessed anytime via the Site.
POTENTIAL CLIENT: is a person or legal entity that has accepted these Terms by accessing, browsing, or registering (including filling in and submitting our application form) to use BW Site.
SPREAD: So-called spreads represent the difference between the purchasing and selling price of the respective traded Crypto-asset. The renumerations redeemable by the involved service providers are paid from the spread.
USER Account: means the user account that BW Client has set up for the purpose to use the Services.
USER Agreement: means an agreement entered between BW and its Client subject to completion of Onboarding process and approval by BW.
GENERAL PROVISIONS
These Terms of use (Terms) govern the terms under which a Client may make use of website https://blockwave-innovations.com/ (Site) operated by BlockWave Innovations s.r.o to enjoy crypto-assets related services provided by BW.
The company provides the following crypto-assets related services (Services):
custody of crypto-assets;
exchange of crypto-assets for fiat currencies and vice-versa;
exchange of crypto-assets for another crypto-assets;
execution of orders on behalf of the Clients.
By accessing, browsing, or registering (including filling in and submitting our application form) to use BW Site Potential Clients agree to be bound by these Terms.
To use the Services one agrees that he/she is over 18 years old and has legal capacity to enter into USER AGREEMENT subject to further compliance checks and due-diligence procedures and the same applies to the representatives of legal entities.
BW fees are provided to the Client as an attachment to USER Agreement to be executed with every Client (Fees).
BW currently only provides services in the EU and countries listed in the list of available countries that will be displayed to the client upon initial compliance check as part of the onboarding process. BW does not provide services to UK customers. The availability of certain countries may change from time to time and without notice due to regulatory requirements, conditions in the country.
The following Terms of use of BlokWave Innovations s.r.o. are applicable to all business relations with Clients of BW within the meaning of clause 1.4.
Please read these Terms carefully before you start to use our Site. Once you click to accept these Terms, please print them on paper or in PDF and please keep these safe. These Terms may change as detailed herein below |
ONBOARDING
Any Potential Client shall be subject to the Onboarding procedures specifies in KYC Protocol that is an integral part of the AML/CTF Policy of the Company.
Making these Terms available as well as providing additional information regarding the Services provided by BW does not constitute a legally binding offer pursuant to §1731 and §1780 of the Civil Code by BW to enter into a contractual relation. Instead, existing and new Clients have the option to submit an offer to enter into a contract pursuant to these Terms to BW by declaring the acceptance of these Terms and successfully completing the Onboarding process.
The execution of a USER Agreement in accordance with these Terms is subject to successful completion of the Onboarding process by the Potential Client.
As part of the Onboarding process Potential Client will be required to provide identification information to ensure that he/she/it is an existing individual or legal entity. BW will obtain this data either directly from the Potential Client or through our partners. This will include but not be limited to: Name and Surname, Date of Birth, Place of Birth, Sex, Address of Residence, Citizenship, Identity document type and number, Country and Authority that issued the ID, date of expiry of ID. If a company, then also Company name, Company Seat, Company identification number, Board of director’s names.
BW may refuse application for a number of reasons and are under no obligation to inform Potential Client of the reasons behind the same.
Once the application has been approved Potential Client will be requested to execute USER Agreement enabling the latest to deposit, exchange and withdraw crypto-assets or fiat currencies. BW reserves the right to suspend the account at any stage and request further information / documentation as may be required in accordance with AML/CTF Policy other internal rules and regulatory requirements.
BW reserves the right to delist any fiat and/or crypto-funds from Services via notification to the Client that possess such funds on its account. In such a case BW shall provide reasonable time limits for the cessation of deposit-taking, exchange and withdrawals of the funds concerned. If the customer fails to withdraw funds within the notified time limit, a special fee will be applied and BW reserves the right to exchange such delisted funds onto those still available on the Platform on arms-length bases and subject to special fees that BW may claim from the Client and calculated individually.
BW expressly reserve the right to cancel and/or terminate accounts that have not been verified despite its good faith efforts to contact Potential or existing Client.
SERVICES OF BW
BW does not hold any funds for Clients on long term bases and any such funds shall be withdrawn upon relative instruction/orders that have been issued by a Client in accordance with these Terms and USER Agreement.
BW does not provide investment advice unless expressively agreed upon otherwise in writing. Information as to the crypto-assets exchange rates and reference values in fiat currencies that are available on the Site are for informational purposes only. BW under no circumstances provides its Clients with taxation, accounting or legal advice. BW does not act as a fiduciary for Clients.
The quoted prices available on Site do not constitute binding price offers from BW but are indicative and for in formation purposes on the current market situation at the time of the respective indicative price quotation only. Prices at which the customer can exchange crypto-assets with BW correspond to the market situation prevailing at the time of the respective order execution and may deviate from indicative price quotations both in favor of and to the detriment of the Client.
UTILIZATION OF BW’S SERVICES
A Client who intends to utilize the Services provided by BW according to these Terms must:
successfully complete Onboarding Process;
maintain an ongoing business relationship with BW not terminated by effective termination notice subject to ongoing KYC and transaction monitoring;
be able to use BW services, in particular maintain a USER Account with that has not been blocked, restricted or suspended in its functionality in any way in accordance with USER Agreement;
open and maintain a user account with FIREBLOCKS.
The Services of BW are only available to Clients with good trading intentions. By accepting these Terms, the Client assures towards BW that he/she/it neither actively practices nor intends to practice the trading of Crypto-assets for unlawful, especially criminal purposes such as money-laundering, terrorism financing or fraudulent purposes.
BW may request Clients to make comprehensive statements and disclose comprehensive personal data during the mandatory Onboarding or monitoring processes. The collection of this information is necessary for BW in order to provide its Services in an orderly way and to comply with its legal obligations. For this purpose, BW may also access personal data that the Client has provided to BW. Clients are obligated to immediately (without undue delay) inform BW about any changes in their personal data in textual form notification of the changes to BW through the channels that are provided on site and as detailed in the USER Agreement.
BW is not obliged to accept or fully execute every order placed by a Client and reserves the right to reject orders placed by the Client - even without providing reasons - or to stop the execution of an order placed by the Client - even without providing reasons. BW neither guarantees that an order can be executed at any time nor that it can be executed within a certain period of time.
Once BW has received an order placed the Client is bound by such an order and cannot cancel or change it and is in obligation to accept all transactions entered into by BW in execution of the order.
COSTS, PAYMENT TERMS AND SETTLEMENT TERMS
There are no recurring costs for Clients due to them entering into the contractual relation with BW pursuant to these Terms. BW shall receive a remuneration in accordance with the fee schedule detailed in the USER Agreement.
Spreads are included in the trading prices on which BW executes Client orders. Spreads are initially received by BW. BW will keep the renumeration amount to which it is entitled out of the Spread according to the fee schedule.
CUSTODY WITH FIREBLOCKS
BW itself offers Clients custody services for crypto-assets via API integration with FIREBLOCKS that enables that the crypto-assets are held in a compatible custody-solution in order to process orders. It is therefore required for Clients of BW that they keep a user account with FIREBLOCKS in order to utilize the Services of BW.
BW and the Client agree that BW is authorized to access the Client’s crypto-assets that are held in custody by FIREBLOCKS for the purpose of execution of Client’s orders and required arrangements shall be implemented in the FIREBLOCKS environment.
LIABILITY PROVISIONS AND LIMITATION OF LIABILITY
BW is liable without limitation vis-a-vis their Clients in accordance with the legal provisions for:
damages caused by intent and/or due to gross negligence and
the injury of life, body, health and the physical integrity.
BW is vis-à-vis the Client liable for damages in cases of ordinary negligent breach of essential contractual obligations up to an amount specified in the USER Agreement.
BW does not assume any liability vis-àvis Clients in any other cases.
DURATION, TERMINATION AND COMPLETION OF THE USER AGREEMENT
The USER Agreement pursuant to these Terms is concluded for an indefinite period of time.
The contractual relation can be terminated by BW as well as the Client with prior notice in accordance with the USER Agreement.
Notwithstanding the above-mentioned contractual termination right, both contractual parties will be eligible to the extraordinary termination right for good cause pursuant to §2001 of the Civil Code. There shall be good cause, if in consideration of all circumstances of the specific case and after having considered both parties interests, the party giving notice of termination cannot be reasonably expected to continue the contractual relationship up until the expiry of the contractual notice period.
BW can unilaterally terminate the USER Agreement in case the Client is in breach of its liabilities or fails to comply with AML/CTF Policies of the company as well as other Internal regulations pursuant to §2003 of the Civil Code.
PRIVACY STATEMENT
Information regarding BW’s Clients that is required to identify a Client, to comply with regulatory requirements, to access the Services collected by the Company as well as obtained from partner organizations and services providers is collected, processed and used only for the legitimate purposes and on lawful basis for doing so, such as:
Client’s consent;
Legitimate business purposes;
Contractual requirements;
Legal obligations.
Personal Data shall be processed in accordance with Personal Data Processing Policy, Data Retention Policy as well as in accordance with Data Protection legislation of the Czech Republic.
COMMUNICATION
The communication between BW and Clients generally takes place electronically via unencrypted e-mail or via the communication channels provided by BW Platform.
BW reserves the right to change these Terms at any time, provided that BW observes the following requirements and that the changes are not unreasonable to the Client. Changes of the Terms can come into effect vis-à-vis the Client in one of the following two ways:
by active and explicit confirmation of acceptance of the proposed changed version of the Terms by submitting its confirmation using the communication channels provided by BW Platform;
by default, in case the Client does not declare its refusal to accept changes disclosed to such a Client within the set period of time.
Clients who have entered into USER Agreement shall follow the change procedures detailed in the USER Agreement and in case of any discrepancies between these Terms and USER Agreement provisions of the USER Agreement shall prevail.
In the case the Client is considered as the one who accepted the change of these Terms by default in accordance with the item (b) of the paragraph 11.2 such Client has the right to terminate the contractual relationship before the proposed date of the changes going into effect or immediately when such Client becomes aware of the change free of charge. BW will explicitly inform the Client about this termination right in the proposal for change.
CONFLICT OF INTEREST
The conflicts of interest is a situation that may arise during Company’s activity when there is a conflict of at least two (2) different interests of different persons, which is capable of harming at least one (1) person. To avoid activities harmful for the Company as well as for its Clients the Company has implemented CONFLICT OF INTEREST MANAGEMENT RULES as well as REMUNERATION RULES to effectively identify and manage identified conflicts of interest and ensure that in the event a conflict of interest cannot be avoided or managed, the Company will inform (potential) customers of the identified conflict of interest.
The Company shall, to the maximum extent possible, conduct its business in such a way as to avoid creating or contributing to conflicts of interest, but with the knowledge that the appearance of conflicts of interest cannot be completely avoided in the conduct of the Company's business. At the same time, the Company approaches conflicts of interest and their management in accordance with professional care.
APPLICABLE LAW AND JURISDICTION
These Terms are governed by Czech law. This means that these Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), will be governed by Czech law and will be subject to exclusive jurisdiction of the courts of Czech Republic.
Any complaints and disputes arising between Potential or existing Client and the Company may be settled out of court. Clients may contact the extrajudicial dispute resolution entity, such as the Czech Trade Inspection Authority or resolve the dispute on-line through the ARS designated for this purpose. More information as to the complaint procedure is available in Company’s Complains Policy.
Competent Authority 30.1 Czech Trade Inspection Authority Štěpánská 567/15, 120 00 Prague 2 Czech Republic https://coi.cz/ and https://adr.coi.cz/c