Client Agreement

Client Agreement
  1. Our Services
  2. Digital Assets
  3. Applicable Laws and Regulations
  4. Your AMDAX Account
  5. Client Acceptance Procedure and Anti-Money Laundering Compliance Program
  6. AMDAX Trading
  7. Clearly Erroneous Trade
  8. Trading Fee
  9. Trading Conduct Rules
  10. Custody
  11. Digital Asset Networks
  12. Privacy
  13. Use of our Services
  14. General
  15. Questions, Feedback, and Complaints

Welcome to AMDAX

Welcome! Thank you for visiting AMDAX, a digital asset platform operated by and proprietary to AMDAX B.V.. You agree and acknowledge that by opening an account and using our services, you enter into this client agreement (the “Client Agreement”) with AMDAX B.V. and are legally bound by its terms and conditions. Please read this Client Agreement thoroughly. If any term or condition of this Client Agreement is unacceptable to you, please do not visit, access, or use AMDAX. Use of the words “AMDAX”, “we,” “us,” or “our” in this Client Agreement refers to AMDAX B.V.

Our Services

By opening an account and using our services, you represent and affirm that you are at least 18 years old (if you are an individual), have the legal capacity to enter into this Client Agreement with AMDAX B.V. and agree to be legally bound by the terms and conditions of this Client Agreement in their entirety. We offer our AMDAX Services (as defined below) to Clients with a minimum investment of EUR 25.000 (or equivalent in Digital Assets (as defined below)).

You agree and acknowledge that by using our services following any change to this Client Agreement, your use of our services shall constitute your agreement to the amended Client Agreement and you agree to be legally bound by its terms and conditions as amended. We recommend reading our Client Agreement from time to time as published on our website. You agree and acknowledge that we have the right to require your affirmative assent and continuing acceptance of this Client Agreement, from time to time, as a condition of you accessing or using any of our AMDAX services, including the operation of our trading platform (“Trading Platform”), custody services and use of our mobile application (the “AMDAX Services”). If you do not agree with the terms and conditions of this Client Agreement, you should not access or use any AMDAX Services or login to your account. Should you disagree with the terms and conditions of this Client Agreement at any moment in time (including any changes or amendments), please close your account in accordance with the Account Closure section of this Client Agreement.

Before you can start using the AMDAX Services, you must successfully complete our Client Acceptance Procedure (“CAP”) and Anti-Money Laundering (“AML”) Compliance Program (the “CAP/AML Program”).

Feel free to print and keep a copy of this Client Agreement, but please be aware that we reserve the right to change any of these terms and conditions at any time. But don’t worry, you can always find the latest version of this Client Agreement on our website.

Digital Assets

The term “Digital Asset” (also called “cryptocurrency”, “virtual currency”, “digital currency” or “crypto”) means “a digital representation of value that is not issued or guaranteed by a central bank or a public authority, is not necessarily attached to a legally established currency and does not possess a legal status of currency or money, but is accepted by natural or legal persons as a means of exchange and which can be transferred, stored and traded electronically.”

Applicable Laws and Regulations

Your conduct on AMDAX is subject to the laws, regulations, and rules of any applicable governmental or regulatory authority (the “Applicable Laws and Regulations”), including the applicable provisions of the Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme) and the Sanctions Act (Sanctiewet 1977).

You unambiguously agree and acknowledge that by signing up to AMDAX and opening an account and using AMDAX in any capacity, you act in compliance with and be legally bound by this Client Agreement as well as the Applicable Laws and Regulations.

Your AMDAX Account

Account Opening

An AMDAX account, providing access to the AMDAX Services, (“AMDAX Account”) may be opened by an individual or legal entity (represented by an authorized individual) after successfully completion of our registration process (as further explained in our CAP/AML Program) (each, an “AMDAX Client”). A joint AMDAX Account may be opened by spouses or domestic partners. Each individual will then be provided with a user account (“User Account”), linked to the AMDAX Account.

If the AMDAX Account is opened for a legal entity, the AMDAX Account may only be used by a person authorized to act on behalf of the legal entity. It is the responsibility of the legal entity to limit access to the AMDAX Account to authorized representatives.

If you would like to provide access to your AMDAX Account to another individual or legal entity, such individual or legal entity must be registered with us as an authorized representative. The authorized representative will be provided with a User Account, linked to your AMDAX Account, after successfully completing our registration process.

Please be aware that access to your AMDAX Account by anyone other than yourself (and authorized representatives) is not allowed. You may not provide access to your AMDAX Account to unauthorized persons, as granting access may violate Applicable Laws and Regulations and can result in loss of Digital Assets or Fiat Currency.

You acknowledge and agree to provide us with current, accurate and complete information during your registration process and to keep us updated of any changes in respect of the provided information. We reserve the right to refuse an AMDAX Account without reason and to not complete the registration process.

We, or any of our third-party service provider, may take any measures considered necessary to verify and authenticate your identity and confirm the information provided during the registration process. If you would like to receive more information on completing our registration process (as further explained in our CAP/AML Program), or wish to add another person to your account, please email: compliance@amdax.com.

Account Types

Each AMDAX Account has the following sub-accounts:

  • one or more User Accounts;
  • a fiat currency (“Fiat Currency”) account (“Fiat Account”) that reflects your Fiat Currency balance; and
  • a Digital Asset account (“Digital Asset Account”) that reflects your Digitals Asset balance. Each Digital Asset Account has a custody account (“Custody Account”).

For information on AMDAX’ custody services (“Custody Services”), please see our Custody Agreement.

Account Access

You are only permitted to access your AMDAX Account using your User Account login credentials and other required forms of authentication. We require multi-factor authentication to keep your User Account safe and secure. As a result, you are required to use at least two forms of authentication when accessing your User Account and performing certain acts in your AMDAX Account. Forms of multi-factor authentication in addition to your login credentials may include verification tokens delivered through SMS or a specified and supported two-factor authentication (“2FA”) application. If you choose to install and use a 2FA application on a device (e.g. phone or tablet) on which the operating system has been tampered with in any way, you do so at your own risk. This includes, but is not limited to, a “rooted” (Android) or “jailbroken” (iOS) device. We reserve the right in our sole discretion to prohibit access from or by any device on which the operating system has been or is suspected of having been modified or tampered with. You agree that we may provide your 2FA data to a third party service provider to help us authenticate you.

You agree that your User Account login credentials and any other required forms of authentication, where applicable, have been chosen by you, when applicable. You also agree to keep your User Account login credentials and any other required forms of authentication confidential and separate from each other, as well as separate from any other information or documents relating to your AMDAX Account and your User Account.

You agree and acknowledge that you are solely responsible (and you will not hold us responsible) for managing and maintaining the security of your AMDAX Account and User Account login credentials and any other required forms of authentication. You further agree and acknowledge that, we are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your User Account and/or your AMDAX Account.

You agree and acknowledge that you are responsible for monitoring your User Account and AMDAX Account. If you notice any unauthorized or suspicious activity in your account, please email trading@amdax.com to notify us immediately.

Account Communication

You acknowledge and agree that the primary communication between us you will be via email. We will use the email address on record for your User Account. To ensure that you receive all our communications, please keep your email address up-to-date and immediately notify us of any changes. Delivery of any notice or communication to your email address is considered valid. If any email is returned as undeliverable, we may block your access to your AMDAX Account until a new and valid email address is provided. We may use other forms of communication, such as via telephone, our mobile application or other messaging applications.

Account History

Your transaction history (“Transaction History”) is always available on your AMDAX Account. Your Transaction History contains all of your trading activity, including pending transactions, deposits and withdrawals, as well as your Fiat Currency and Digital Asset balances.

We use commercially reasonable efforts to assure that the information contained in the notices we send you and the Transaction History is accurate and reliable. However, please understand that errors may sometimes occur and such errors do not impact the actual transaction.

Any transaction listed in your Transaction History or other communication, including transaction confirmations sent to your email address are considered and treated as authorized by you and correct, approved and confirmed by you, unless we receive Written Notice (as defined in the General section) to the contrary within three calendar days from the date the communication was sent.

Account Review

We kindly ask you to review your Transaction History and information in your AMDAX Account on a regular basis. It is your sole responsibility to review such information and any notices sent by us. You acknowledge that for the purposes of such review, you agree to have performed a review on at least a monthly basis. If for any reason you are unable to do so, or you do not receive our communications, please notify us immediately via email hello@amdax.com.

We have the right to make changes or adjustments to your Fiat Account and/or Digital Asset Account as necessary and appropriate, and in our sole discretion, to comply with any Applicable Laws and Regulations.

Account Closure

You may close your AMDAX Account or any of your sub-accounts and terminate the Client Agreement at any time. Termination of the Client Agreement automatically results in your AMDAX Account being closed and that our AMDAX Services are no longer provided unless necessary in relation to any rights and obligations prior to the date of termination. You acknowledge and agree that closing an account will not affect any rights and obligations incurred prior to the date of account closure. You may be required to either cancel or complete all open instructions to buy or sell Digital Assets (each an “Order”) on our Trading Platform and, in accordance with the provisions of this Client Agreement, instruct us where to transfer any Digital Assets remaining in your AMDAX Account. Fiat Currency will be returned to your verified bank account.

Any fees, costs, expenses or charges (including transaction fees and legal costs) in connection with closing your account are borne by you and deducted from any remaining Fiat Currency or Digital Asset balance. In the event that the costs of closing of your account exceed the value in your Fiat Currency or Digital Assets Account, you will be responsible for reimbursing us.

Account Suspension

We have the right to immediately (i) suspend or revoke your AMDAX Account and all sub-accounts and/or any other AMDAX Accounts related to you (e.g. from any family or household member or because you are an authorized representative) (each, a “Related Account”), (ii) freeze or lock the Fiat Currency and Digital Assets in all such accounts, and (iii) suspend your access to AMDAX, at any time and for any reason.

We may make use of such right if we have reason to believe, in our sole discretion, you and/or any such accounts to be in violation of:

  • any provision of this Client Agreement;
  • any Applicable Laws or Regulations;
  • our CAP/AML Program; or
  • our Trading Conduct Rules (as defined and explained in our Trading Conduct Rules section),

(each a “Conduct Violation”).

In addition, you acknowledge and agree that we have the aforementioned rights, if:

  • we are requested to enforce these by a governmental authority, court order, subpoena, or other binding order of a governmental authority;
  • the AMDAX Account, Related Account or any individual relating to such accounts, is subject to any pending litigation, investigation, or governmental proceeding;
  • the AMDAX Account has a negative Fiat Currency or Digital Asset balance;
  • we have reason to believe someone is attempting to gain unauthorized access to or there is unusual activity in your AMDAX Account; or
  • we have reason to believe you are using AMDAX, your login credentials or other AMDAX Account information in an unauthorized or inappropriate manner.

If your AMDAX Account, any sub-account or a Related Account has been suspended, you will be notified.

Account Investigations

We have the right to investigate your AMDAX Account, any sub-account and any Related Account, into any Conduct Violation or any situation mentioned in the Account Suspension section.

If we suspect that you have committed a Conduct Violation that pertains to our Trading Conduct Rules, we will give Written Notice and share the nature of the allegations as well as the specific provisions of our Trading Conduct Rules that appear to have been violated. You will have the right to submit, within seven calendar days from the date of notification, a written statement to our Compliance Officer (“CO”) explaining why no disciplinary action should be taken.

You acknowledge and agree that upon our request and within the time frame determined by us, you and any related party are obligated to respond to any questions in writing and to furnish any documentation and information in connection with any investigation initiated.

The CO will determine, in his or her sole discretion and based upon the evidence, if a Conduct Violation has been committed. The CO may consider a variety of factors during such investigation, including:

  • whether your intent was to induce others to trade when they otherwise would not have;
  • whether your intent was to create misleading market conditions;
  • market conditions;
  • the effect on other market participants and our AMDAX Clients;
  • your historical pattern of activity;
  • your Order entries and cancellation activity;
  • the size of your Order(s) relative to market conditions at the time your Order(s) was placed;
  • the size of your Order(s) relative to your position and/or capitalization;
  • the number of Orders;
  • your ability to manage the risk associated with your Order(s) if fully executed;
  • the duration for which your Order(s) was exposed to the market;
  • the duration between, and frequency of, non-actionable messages;
  • the queue position or priority of your Order in the Order book;
  • the prices of preceding and succeeding trades;
  • the change in the best offer price, best bid price, last sale price, or other price that results from the entry of your Order; and
  • your activity on exchanges (if known).

You acknowledge and agree that if it is determined a Conduct Violation was committed, we have the right to terminate your AMDAX Account, any sub-account or Related Account with immediate effect and take any and all necessary and appropriate actions.

Account Remedies for Breach

You acknowledge and agree that if we determine that a Conduct Violation was committed, we have the right to deduct from your AMDAX Account (i) the value of any Trading Fee (as defined in the Trading Fee section) discounts or rebates that you received in connection with your AMDAX Account at any time one year preceding the date on which we became aware of the Conduct Violation and (ii) any other damages suffered by us as a result of the Conduct Violation. You further acknowledge and agree that if we determine, in our sole discretion, that you have colluded, coordinated, and/or collaborated with any other AMDAX Client or person connected to a User Account to commit a Conduct Violation, you and such person or entity will be jointly and severally liable for the entire value of any Trading Fee (as defined in the Trading Fee section) discounts, rebates, and/or damages to which we are entitled under this subsection and any such amounts may be deducted, in our sole discretion, from your AMDAX Account or the User Account. We will deduct any such amounts from the respective Fiat Account(s) and/or Digital Asset Account(s). If withdrawing from a Digital Asset Account, we will withdraw sufficient Digital Assets as calculated using that day’s 16:00 hours Central European Time Euro denominated price average over our top 3 liquidity providers (the “Prevailing Market Price”). In addition, you acknowledge and agree that we may, as an alternative, setoff any amounts owed by you against any amount owed by us.

Account Termination

You acknowledge and agree that we have the right to terminate your access to AMDAX and any AMDAX Account at any time and for any reason, and that if we do so, your rights and obligations under this Client Agreement will continue. You further acknowledge and agree that we have the right to take all necessary and appropriate actions pursuant to this Client Agreement and/or Applicable Laws and Regulations. If your AMDAX Account is terminated, we will return your Fiat Currency, less the value of any Trading Fee (as defined in the Trading Fee section) discounts, rebates, and/or damages that we are entitled to pursuant to this Client Agreement. Digital Assets will be transferred within seven calendar days upon receiving Written Notice to an address provided by you. If you do not provide us with such address within seven days after we have requested you for the address, we are permitted to sell any of your Digital Assets on the open market at a price within 5% of the Prevailing Market Price and return the proceeds (less any Trading Fee (as defined in the Trading Fee section) discounts, rebates, and/or damages to which we are entitled) to your verified bank account, linked to your AMDAX Account.

Fees

We charge fees for our AMDAX Services (“Fees”). Our Fees are published on our website and incorporated by reference in this Client Agreement. You acknowledge and agree that your acceptance of this Agreement is your acceptance of all our Fees. We reserve the right to change, modify, or increase our Fees at any time. We refer to our Fee Schedule as published on our website (www.amdax.com).

Any change to our Fee Schedule will be notified to you before it takes effect. By using our AMDAX Services following any change to our Fee Schedule, you accept such Fee Schedule.

Legal Actions

You acknowledge and agree that we may comply with any writ of attachment, tax levy, subpoena, warrant or other legal process related to you, which we reasonably and in good faith believe to be valid. We may, but are not required to, notify you of such legal action. We may charge you for associated costs. You agree to indemnify, defend, and hold us harmless from all actions, claims, liabilities, losses, costs, legal fees, or damages associated with our compliance with any such legal action.

Right of Setoff

We have the right to setoff: (i) negative balances in your Fiat Account by selling the necessary amount of Digital Assets in your Digital Asset Account on the open market at a price within 5% of the Prevailing Market Price; (ii) negative balances in your Digital Asset Account by buying the necessary amount of Digital Assets at the Prevailing Market Price with the fiat currency in your Fiat Account; and (iii) any and all due by you to us by setting off against the Fiat Account balance or Digital Asset balance of your AMDAX Account or Related Account.

Client Acceptance Procedure and Anti-Money Laundering Compliance Program

Our CAP/AML Program is developed to ensure compliance with applicable laws and regulations relating to anti-money laundering, financing of terrorism and sanctions. These standards are designed to prevent the use of AMDAX for illicit purposes. We take compliance very seriously and it is our policy to take all the necessary steps to prohibit fraudulent transactions, report suspicious activities, and actively engage in the prevention of money laundering and any related acts that facilitate money laundering, terrorist financing, or any other financial crimes.

What does this mean for you?

Each client of AMDAX is asked to provide information, such as his or her (legal) name, physical address, mailing address, date of birth, and other information that will allow us to identify him or her or the legal entity the client is representing. Furthermore, we conduct a background check and will verify the origin of the funds you wish to invest through AMDAX. We reserve the right to request additional information prior to and during your use of AMDAX Services.

Source of Funds

You agree, represent, and warrant that all funds in your AMDAX Account, or funds exchanged or to be exchanged by you through AMDAX, are not the direct or indirect proceeds of any criminal or fraudulent activity.

Fiat Currency transferred to your Fiat Account can only be transferred from a bank account of which we have verified it is yours. No Fiat Currency may be transferred from an unverified bank account to us, whether or not the Fiat Currency is transferred on behalf of you or by a third party. Any Fiat Currency received from an unverified bank account will be returned to the destination of origin.

We reserve the right to investigate the source of Fiat Currency in your Fiat Account. If we cannot verify the source of the Fiat Currency or determine that you are not the legitimate owner of the source of Fiat Currency, we will return the transferred Fiat Currency to the destination of origin.

Sanction

Pursuant to sanctions laws, we conduct daily checks whether a client matches that of a person or legal entity referred to in international databases subject to economic and/or legal restrictions. We are prohibited from providing services or entering relationships with said individuals and legal entities. In the event of a match, we must notify the supervisory authority and may be required to freeze Fiat Currency and Digital Assets associated with your AMDAX Account in accordance with sanctions laws and regulations. We may: (i) suspend your AMDAX Account; (ii) terminate your AMDAX Account; (iii) return Fiat Currency to the destination of their origin or to an account specified by authorities; or (iv) require you withdraw Fiat Currency and/or Digital Assets from your AMDAX account within a certain period of time. We are not responsible for any losses, whether direct or indirect, that you may incur because of us complying with Applicable Law and Regulations, the guidance or direction of any regulatory authority or government agency, or any writ of attachment, lien, levy, subpoena, warrant, or other legal order.

AMDAX Services are subject to sanction laws and regulations. By purchasing Digital Assets via AMDAX, you represent and warrant that your acquisition and use of any such Digital Assets complies with those requirements. Without limiting the foregoing, you may not buy Digital Assets via AMDAX or use any of the AMDAX Services if: (i) you are in, under the control of, or a national or resident of any country subject to EU embargo or listed on the United Nations sanctions list; or (ii) you intend to sell any Digital Assets bought via AMDAX or offer any AMDAX Services to any country, national, or resident of a listed jurisdiction or to any person on a sanctions list.

CAP/AML Program

We refer to our CAP/AML Program for more information about our compliance procedures and standards.

AMDAX Trading

We operate a Trading Platform that facilitates buying and selling of Digital Assets. You may use your User Account to place Orders. When an Order is executed on our Trading Platform, a trade (“Trade”) occurs. The transaction fee of a Trade is included in the price of the Trade. Our Trading Platform executes the Trade against one or multiple liquidity providers for the best market conditions for such Trade.

Order Types

AMDAX supports the following Order types:

Order Type Description
Request for Stream (RFS) Executed immediately against orders for the best available price.
Request for Quote (RFQ) A quoted price for a given amount of Digital Assets that is valid for 20 seconds.
Limit Executed at a specified price, as determined by you.
Stop-Limit Places a Limit order when a last traded price crosses the stop price of the Order.
Order Placement

We are a full reserve trading desk, which means you must deposit Fiat Currency to your Fiat Account prior to placing an Order. You are not permitted to place an Order unless you have enough Fiat Currency in your AMDAX Account to satisfy your Order (i.e. all Orders are pre-funded). When you place an Order, the full amount of Fiat Currency required (including any fees) are placed on hold in your AMDAX Account until your Order is executed, expires, or is canceled. Any not executed portion of your Order will remain on hold until it is executed, expires, or is canceled. You acknowledge and agree that it is your responsibility to cancel any Order (in whole or in part) that you do not want to be executed. You may not be able to cancel an Order prior to its execution (in whole or in part). We are not liable for execution of an Order after you have submitted a cancellation request. Any Order that exceeds the amount of available Fiat Currency in your AMDAX Account will be rejected.

Prior to the placement of an Order, you are required to review the following information:

  • the amount of Digital Assets to be bought or sold;
  • the gross purchase price (buy) or sale proceeds (sell) of your Order; and
  • the net proceeds to be transferred into your Digital Asset or Fiat Account.
Order Placement by telephone or messaging application

Orders may be placed via telephone or messaging application. You acknowledge and agree that such Order is manually executed by us against our Trading Platform. As such, there may be a delay in the execution of your Order in comparison to an Order executed by yourself in our Trading Platform. We are not liable for any loss or damages in this respect.

Order Placement through our Trading Platform

Orders may be placed and executed via our Trading Platform. Other than in the case of unavailability of our Trading Platform due to scheduled maintenance or unscheduled downtime (“Downtime”), an Order via our Trading Platform may be pending for maximum 30 seconds. In general, you will receive either a notice of execution or a notice of rejection within 30 seconds after placing an Order.

Order Handling

We do not guarantee that any Order placed by you will always be executed. Orders that are pending prior to any Downtime will be processed once our Trading Platform resumes operations. You acknowledge and agree that we reserve the right to cancel any Order, or remaining portion of any Order, if:

  • the Order was placed and/or active during Downtime;
  • the Order violates our Trading Conducts Rules (as described in the Trading Conducts Rules section);
  • the Order is an unusual activity; or
  • the Order is materially non-marketable.

You acknowledge and agree that Orders may be subject to, and we shall have no liability for, delays, difficulties, and/or conditions affecting transmission or execution of Orders over which we have no control, including, but not limited to, mechanical or electronic failure or market conditions.

You acknowledge and agree that contingent Orders, such as “Stop-Limit” Orders, will not necessarily limit your losses to the intended amounts, since market conditions may make it impossible to execute such Orders at a price close to the stop price or at all.

Orders are subject to continuing transaction monitoring. We reserve the right to require all Orders to pass (automated) compliance checks. Your Order may be subject to further review and approval, which may result in a delay in executing an Order. We will use reasonable efforts to review such Orders timely, but we are not liable for any delays. If at any time you are in any doubt about the status of your Order, you can view your Order status in your AMDAX Account. We may require you to confirm your Order via telephone or another form of authentication prior to execution.

Order Settlement

All executed Orders  are settled and recorded in our Trading Platform.

Order Receipts

After your Order has been placed, we will send you an email or an on-screen confirmation of your Order (each, an “Order Receipt”), and another email or onscreen confirmation if your Order is executed (in whole or in part) (each, a “Trade Receipt”).

Orders Receipts contain the following information:

  • the Order date, type, ID, amount, and pricing information if applicable;
  • a notification which states that you have three calendar days to dispute your Order; and
  • contact information should you have any questions, need to register a complaint, or claim that your Order was not authorized (subject to applicable limits described herein).

Trade Receipts contain the following information:

  • the Trade date, type, ID, amount, and pricing information;
  • all fees charged;
  • a notification which states that you have three calendar days to dispute your Trade; and
  • contact information should you have any questions, need to register a complaint, or claim that your Trade was not authorized (subject to applicable limits described herein).

AMDAX maintains and retains records of your Transaction History for a period of no less than seven years.

Your Orders and Trades shall be deemed and treated as authorized, correct and confirmed by you unless we receive Written Notice to the contrary within three calendar days. It is your responsibility to review your Transaction History, Order Receipts and Trade Receipts on a regular basis.

You acknowledge and agree that by using AMDAX and placing Orders, you have sufficient knowledge to place such Orders. You are responsible for making sure that any Orders placed by you are accurate and intentional. We may, in some cases, and at our sole discretion, require electronic, verbal, written or other confirmation before executing an Order.

Clearly Erroneous Trade

You are responsible for ensuring that you select the correct type of Order and include the correct information in your Order (or provide us with this information). We are not responsible or liable for any mistake by you in placing an Order. A Trade may be clearly erroneous when its price is substantially inconsistent with the market price at the time of execution (a “Clearly Erroneous Trade”). We will determine, with sole discretion, whether a Trade is a Clearly Erroneous Trade, and will take all circumstances at the time of the Trade into account in this determination, including the following factors:

  • suspicious trading activity;
  • violations of our Trading Conduct Rules;
  • if there was an obvious error in the price or number of Digital Assets;
  • if there was a disruption or malfunction in the operation of our Trading Platform or component of our Trading platform or the network of the Digital Asset (“Digital Asset Network”); or
  • extraordinary market conditions or other circumstances which requires the Trade is void or modified for a fair and orderly market.

A mistake made by you during your placement of an Order or your failure to update your Order may not qualify as a Clearly Erroneous Trade.

You acknowledge and agree that if we determine a Trade to be a Clearly Erroneous Trade, we may declare it null and void, in whole or in part, or modify the Trade, even if you and/or any other relevant party do not agree.

Trading Fee

We charge a fee for our trading services (the “Trading Fee”). You acknowledge and agree that your acceptance of this Client Agreement is your acceptance of all our Trading Fees. We reserve the right to change, modify, or increase our Trading Fees at any time. We refer to our Trading Fee Schedule as published on our website (www.amdax.com).

Any change to our Trading Fee Schedule will be posted for at least three calendar days before it takes effect, and no change will be in effect for less than 30 calendar days. By using our AMDAX Services following any change to our Trading Fee Schedule, you accept such Trading Fee Schedule.

Trading Conduct Rules

You acknowledge and agree to abide by following trading conduct rules (“Trading Conduct Rules”), designed to prevent the use of AMDAX for disruptive or manipulative conduct or deceptive practices, including price manipulation. We take our Trading Conduct Rules very seriously and it is our policy to take all necessary steps to prohibit manipulative conduct or deceptive practices.

Fraudulent acts

Neither you nor any related party shall engage or attempt to engage in any fraudulent act or engage or attempt to engage in any scheme to defraud, deceive or trick, in connection with or related to any Order or Trade on or other activity related to AMDAX.

Fictitious transactions

Neither you nor any related party shall create or execute fictitious transactions or place any Order for a fictitious transaction with knowledge of its nature.

Market manipulation

Any disruptive trading in or manipulation of the our Trading Platform whatsoever is prohibited. Orders placed through AMDAX for the purpose of generating unnecessary volatility or creating a condition in which prices do not or will not reflect fair market values are prohibited. If you or any related party make or assist in placing any such Order with knowledge of the purpose thereof or if you or any related party, with such knowledge, in any way assist in carrying out any plan or scheme for the placing of any such Order, you and any related party will be deemed to have engaged in an act detrimental to AMDAX.

Violation of Applicable Laws and Regulations

Neither you nor any related party shall engage in conduct that is in violation of any Applicable Laws and Regulations.

Misstatements

It is a violation of this Client Agreement to make any misstatement of a material fact to AMDAX, including to its board of managers, or any director, officer, manager, or employee of AMDAX.

Bring AMDAX in discredit

Neither you nor any related party may use AMDAX in a way that would discredit AMDAX or any of its employees.

Transfers between AMDAX Accounts

Neither you nor any related party shall prearrange the execution of transactions on AMDAX for the purpose of passing Fiat Currency between AMDAX Accounts. All Trades executed through AMDAX must be in good faith for the purpose of executing bona fide Trades, and prearranged Trades intended to effectuate a transfer of Fiat Currency or Digital Assets from one AMDAX Account to another AMDAX Account are strictly prohibited.

Accommodation Trading

Neither you nor any related party shall enter into non-competitive Trades through AMDAX for the purpose of assisting another person to engage in Trades that are in violation of our Trading Conduct Rules or any Applicable Laws and Regulations.

Custody

We refer to the Custody Agreement for the terms and conditions of the custody services.

Digital Asset Networks

You acknowledge and agree that we do not own or control the underlying software protocols of Digital Asset Networks which govern the operation of Digital Assets. In general, the underlying protocols are open source and anyone can use, copy, modify, and distribute them. You acknowledge and agree that: (i) we are not responsible for the operation of the underlying protocols, and (ii) we make no guarantees regarding their security, functionality, or availability.

Supported and Unsupported Networks

You acknowledge and accept that we support, in our sole discretion, certain Digital Asset Networks on AMDAX (each, a “Supported Network”). Other Digital Asset Networks are considered “Unsupported Networks”). You acknowledge and agree that we may, in our sole discretion, choose to support an Unsupported Network and make it a Supported Network at any time, and vice versa.

Supported Digital Assets

You acknowledge and agree that we support, in our sole discretion, certain Digital Assets of Supported Networks on AMDAX (each, a “Supported Digital Asset”). Any other Digital Assets are considered unsupported Digital Assets (“Unsupported Digital Assets”). A Digital Asset operating on a Supported Network does not automatically qualify as a Supported Digital Asset. We may at any time chose to support an Unsupported Digital Asset and make it a Supported Digital Asset, and vice versa.

Forks

The underlying protocols of Supported Networks are subject to changes in operating rules (each a “Fork”), which may result in more than one version of the Supported Network (each, a “Forked Network”) and therefore an alternative Digital Asset. This may result in us holding an identical amount of Digital Assets associated with each Forked Network. You acknowledge that Forks may materially affect the value, function, and/or name of the Digital Assets you hold on AMDAX.

In the event of a Fork, we may temporarily suspend the operations of AMDAX (with or without advance notice to you) while we choose, in our sole discretion, which Forked Networks to support. You acknowledge and agree and understand that it is unlikely that we support most Forked Networks and that the Digital Assets of most Forked Networks will likely not be made available to you.

Digital asset values can fluctuate substantially which may result in a total loss of the value of Digital Assets held by us on your behalf. The supply of Digital Assets available to us to provide to you as a result of a Forked Network and our ability to deliver Digital Assets resulting from a Forked Network may depend on third party providers that are outside of our control. We do not own or control any of the protocols that are used in connection with Digital Assets and their related networks, including those resulting from a Forked Network. Accordingly, we disclaim all liability relating to such protocols and any change in the value of any Digital Assets (whether of a Forked Network or otherwise), and we make no guarantees regarding the security, functionality, or availability of such protocols or Digital Asset networks. You accept all risks associated with the use of AMDAX to conduct transactions, including, but not limited to, in connection with the failure of hardware, software, and internet connections.

Unsupported Forked Networks

You agree and understand that we may choose, in our sole discretion, not to support a Forked Network (each, an “Unsupported Forked Network”) and that you have no right, claim, or other privilege to any Digital Assets of an Unsupported Forked Network. With respect to an Unsupported Forked Network, we will treat its Digital Assets as Unsupported Digital Assets.

Unsolicited Transfers

You acknowledge and agree that in the event you or a third-party deposits Unsupported Digital Assets into a Digital Asset address that we control, we have the right to and will account for any such Unsupported Digital Assets as our property or transfer the Unsupported Digital Assets back to the transferor.

You agree and understand that if a third-party deposits Supported Digital Assets into a Digital Asset address that we control, we have the right to and will account for any such Supported Digital Assets as our property or transfer the Supported Digital Assets back to the transferor.

These types of transfers (each an “Unsolicited Transfer”) do not create or represent any relationship between us and the transferor and do not subject us to any obligations whatsoever as they relate to the transferor.

We have no obligation or duty to return the Digital Assets of an Unsolicited Transfer. We will only consider, in our sole discretion, return requests in cases where:

  1. the Digital Assets of the Unsolicited Transfer are Supported Digital Assets at the time the Unsolicited Transfer was made;
  2. the Unsolicited Transfer can be demonstrated, to our satisfaction and in our sole discretion, to have been made unintentionally;
  3. the claimant can demonstrate, to our satisfaction and in our sole discretion, control of the originating Digital Asset address;
  4. the claimant’s identity can be, to our satisfaction and in our sole discretion, authenticated and verified; and
  5. we receive a return request within 30 calendar days of the Unsolicited Transfer.

If we plan to honor a return request, we will give written notice within 30 days of receiving the request and do our best to provide an estimated time for delivery. If written notice has not been given within 30 days of receiving a return request, we have chosen to decline the request. Exceptions to this section will be considered and made on a case-by-case basis and in our sole discretion.

Airdrops

If a Digital Asset Network attempts to or does distribute (sometimes called “airdropping” or “bootstrapping”) its Digital Assets to Digital Asset addresses of a Supported Network (for no consideration), we will treat this Digital Asset Network as an Unsupported Forked Network.

Airdropped Digital Assets do not create or represent any relationship between us and the transferor and/or the related Digital Asset Network and do not subject us to any obligations whatsoever as they relate to the transferor and/or the related Digital Asset Network.

You agree and understand that if you wish to access Digital Assets related to an Unsupported Forked Network or an airdrop, you must withdraw your Digital Assets from AMDAX prior to any Fork or Airdrop.

If we decide to support an Unsupported Forked Network and its Digital Assets in the future, we will determine your balance at the time of the Fork (minus any applicable one-time withdrawals) and account for it as your property, which will be reflected in your Digital Asset Account.

Privacy

We refer to the Privacy Policy for more information about how we handle your personal information.

Use of our Services

Code of Conduct

We work hard to make AMDAX safe, secure, and compliant. To that end, we expect that you treat our employees, including our Customer Support Team, as you would like to be treated yourself: with respect. Any use of inappropriate or abusive language towards any of our employees is strictly prohibited. Examples include, but are not limited to, verbal threats, harassment, aggressive comments, or behavior that is disrespectful. This type of behavior is a direct violation of our Code of Conduct and this Client Agreement. If you engage in this type of behavior, we will politely ask you to stop. If you continue to engage in this type of behavior, we will terminate your account.

Intellectual Property Rights

All intellectual property rights, including but not limited to all existing and future rights and claims on, or in relation to, the use of copyrights, trade name rights, trademark rights, domain names, patent rights, design rights or other related rights, exclusively vest in AMDAX. You are not allowed to modify, copy, reproduce, retransmit, distribute, sell, publish, broadcast, create derivative works from, or store AMDAX source code or similar proprietary or confidential data or other similar information provided via AMDAX, without our express prior written consent. You may not use AMDAX for any unlawful purpose.

AMDAX and the AMDAX logo (whether registered or not) (the “AMDAX Marks”) belong to AMDAX and are protected by applicable trademark laws. Nothing contained in this Client Agreement should be construed as granting any license or right to use any of the AMDAX Marks displayed here without our express written consent. Any unauthorized use of the AMDAX Marks is strictly prohibited.

Also, you may not use any of the AMDAX Marks in connection with the creation, issuance, sale, offer for sale, trading, distribution, solicitation, marketing, or promotion of any investment products (e.g., Digital Assets, fiat currency, securities, commodities, investment or trading products, derivatives, structured products, investment funds, investment portfolios, commodity pools, swaps, securitizations or synthetic products, etc.), including where the price, return, and/or performance of the investment product is based on, derived from, or related to AMDAX or any portion thereof, without a separate written agreement with us.

Service Modifications

We may modify part of or all the AMDAX Services without notice and at any time.

Downtime and Maintenance

You acknowledge and agree that part of or all of AMDAX, AMDAX Services or Trading Platform, may be periodically unavailable Downtime. For information on how orders are handled during Downtime, please see the AMDAX Trading section.

You agree and understand that AMDAX is not liable or responsible for any inconvenience or damage to you because of Downtime. Following Downtime, when services resume, market conditions and prices may differ significantly from the market conditions and prices prior to such Downtime.

Risks

Please note the following risks in accessing or using AMDAX and/or investing in Digital Assets:

  • the value of Digital Assets may go up as well as down;
  • the risk of loss in trading Digital Assets may be substantial and losses may occur over a short period of time;
  • investing in Digital Assets is considered a high-risk investment;
  • there may be various market, currency, economic, political, and business risks adversely affecting the use, transfer, exchange and value of Digital Assets;
  • the price and liquidity of Digital Assets may be subject to high volatility;
  • (future) legislative and regulatory changes or actions may adversely affect the use, transfer, exchange, and value of Digital Assets;
  • in other jurisdictions than the Netherlands, AMDAX may not be regulated as a financial institution;
  • deposits into your Digital Asset Account and your Fiat Account may not be considered deposits under the applicable laws, rules, or regulations of your jurisdiction;
  • Digital Assets are not legal tender and are not backed by the government;
  • transactions in Digital Assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
  • some Digital Asset transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time that you initiated the transaction;
  • the value of Digital Assets may be derived from the continued willingness of market participants to exchange fiat currency or Digital Assets for Digital Assets, which may result in the potential for permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset disappear; and
  • the nature of Digital Assets may lead to an increased risk of fraud or cyber-attack and may mean that technological difficulties experienced by AMDAX may prevent the access to or use of your Digital Assets.

The abovementioned list of risks is not exhaustive. You acknowledge and agree that you are solely responsible for determining the nature, potential value, suitability, and appropriateness of these risks for yourself, and that AMDAX does not give advice or recommendations regarding Digital Assets, including the suitability and appropriateness of, and investment strategies for Digital Assets. The use of AMDAX, AMDAX Services and our Trading platform is at your own risk. You advise you to carefully consider whether the use of AMDAX Services is suitable for you in light of your circumstances and financial resources. You should be aware that you may sustain a total loss of the funds in your AMDAX Account, and that under certain market conditions, you may find it difficult or impossible to liquidate Digital Assets.

Third Party Websites

AMDAX may link to other websites operated by or with content provided by third parties, and such other websites may link to our website. You acknowledge and agree that AMDAX has no control over any such other websites or their content and will have no liability arising out of or related to such websites or their content.

The existence of any such links does not constitute an endorsement of such websites, their content, or their operators. AMDAX is providing these links to you only as a convenience.

Third Party Service Providers

You acknowledge and agree that we may use third parties to gather, review, and transmit your data and activity. By using AMDAX, you agree to grant third party providers that we may engage the right, power, and authority to access and transmit your data, activity, and personal and financial information in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

We may use third parties to gather, review, and submit or facilitate submitting your data and activity to regulatory authorities. By using AMDAX, you agree to grant third party providers that we may engage, the right, power, and authority to access and submit your data, activity, and personal and financial information to regulatory authorities on our behalf and in accordance with and pursuant to their terms and conditions, privacy policy, and/or other policies.

Third Party Information Accuracy and Usage

An information provider is any company or person who directly or indirectly provides us with information (“Information Provider”). Such information could include, but is not limited to, overall market data, quotations from other exchanges, markets, dealers, and/or miners of Digital Assets. The third party information we may provide through AMDAX has been obtained from Information Providers and sources we believe are reliable; however, we cannot guarantee that this information is accurate, complete, timely, or in the correct order. The information belongs to the Information Providers. You may use this information only for your own benefit. You may not reproduce, sell, distribute, circulate, create derivative works from, store, commercially exploit in any way, or provide it to any other person or entity without our written consent or the consent of the Information Provider, if required.

No Investment or other Advice

You acknowledge and agree that AMDAX does not provide legal, tax, or investment advice, and to the extent you deem necessary, you will consult with qualified professionals in your own jurisdiction prior to using AMDAX or implementing any financial plan.

You acknowledge and agree that all Orders received through and by AMDAX are considered unsolicited, meaning that you have not received any investment advice from us in connection with any Orders you place and that we do not conduct a suitability review of any Orders you place. You also acknowledge and agree that you have not and do not expect to receive any investment advice from us in connection with your Orders. All investment decisions are made solely by you. Notwithstanding anything in this Client Agreement, we are not responsible nor liable whatsoever for your decisions relating to Digital Assets.

Tax

You are responsible for assessing your tax position and the tax consequences arising from or in connection with this Client Agreement and your investments in Digital Assets. Furthermore, you are solely responsible for the payment of all taxes due and payable in respect of the Digital Assets in your possession. We will provide you with any necessary information required by you for your tax returns.

Accessing AMDAX

You are not allowed to enter any restricted area of any computer or network of AMDAX under any circumstances or perform any functions that are not authorized by this Client Agreement. We recommend access AMDAX from a secured and non-public computer and/or network.

General

You acknowledge and agree that you are legally bound by the terms and conditions set forth in this Client Agreement (including any changes or amendments in the future) and that this Client Agreement governs your use of the AMDAX Services.

Limitation of Liability

Except to the extent required by law, AMDAX is not liable for any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under this Client Agreement. In any event, AMDAX shall not be liable for any indirect damages, including but not limited to consequential damages, lost profits of lost savings.

This limitation of liability includes, but is not limited to, any damages or loss caused by any (i) inaccuracies or incompleteness, delays, interruptions, errors or omissions (such as those arising from our negligence or contingencies beyond our control in procuring, compiling, interpreting, computing, reporting, or delivering AMDAX Services) or (ii) computer viruses, spyware, scamware, trojan horses, worms, or other malware that may affect your computer or other equipment, or any phishing, spoofing, domain typo squatting, or other attacks, failure of mechanical or electronic equipment or communication lines, telephone or other interconnect problems, unauthorized access, theft, operator errors, strikes or other labor problems, or any force majeure.

You will hold harmless and indemnify AMDAX from or against any or all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable attorneys’ fees), claims, disbursements or actions of any kind and injury (including death) arising out of or relating to your use of AMDAX or our performance or non-performance of obligations to you.

Reasonable Care

We will take reasonable care and use commercially reasonable efforts in performing our responsibilities and AMDAX Services to you pursuant to this Client Agreement, or such higher care where required by law or as specified by this Client Agreement.

We cannot be held responsible for any failure or delay to act by any of our third party providers, including our bank. We nor any of our third party providers can be held responsible for any erroneous Order or Trade, system failure or Downtime, which prevents us from fulfilling our obligations under this Client Agreement, provided that we use commercially reasonable efforts to prevent or limit such erroneous Orders, erroneous Trades, system failures, or Downtime. You acknowledge and agree that we cannot be held responsible for any other circumstances beyond our reasonable control.

We use commercially reasonable efforts to provide you with a reliable and secure Trading Platform, which includes our exchange and custody Services. From time to time, interruptions, errors, or other deficiencies in service may occur due to a variety of factors, some of which are outside of our control. These factors can contribute to delays, errors in service, or system outages. You may experience difficulties in accessing your AMDAX Account, withdrawing your Fiat Currency or Digital Assets, depositing your Fiat Currency or Digital Assets, and/or placing and/or canceling Orders.

Force Majeure

In no event shall we or any of our third party providers be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our or any third party providers’ reasonable control, including but not limited to any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications, internet or network services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control and shall not affect the validity and enforceability of any remaining provisions.

Legal Costs

You will hold harmless and indemnify AMDAX from or against any or all legal costs and expenses directly related to your AMDAX Account or any related account resulting from any regulatory inquiry, legal action, litigation, dispute, or investigation. We have the right to charge your AMDAX Account for any such costs without notice. Furthermore, you acknowledge and agree that where such anticipated or actual actions relate to a specific asset (Fiat Currency or Digital Asset) in your AMDAX Account, such asset may not be transferred out of said account until the matter is resolved.

Entire Agreement

This Client Agreement and the documents referred to therein contain the entire understanding between you and AMDAX as to the subject matter hereof, and supersede any and all prior discussions, agreements, and understandings of any kind (including without limitation any previous versions of this Client Agreement).

Assignment

This Client Agreement, or your rights and obligations hereunder, may not be assigned by you, but may be assigned by us without restrictions. Any attempted transfer or assignment by you in violation hereof shall be null and void. This Client Agreement shall be binding and inure to the benefit of AMDAX, our successors, and permitted assigns.

In the event of a (direct or indirect) change of control, we have the right to transfer or assign the information we have collected from you as part of such change of control.

Severability

If at any time any provision of this Client Agreement is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, this shall not affect or impart the legality, validity or enforceability in that jurisdiction of any other provision of this Client Agreement and any such illegal, invalid or unenforceable provision shall be replaced by a legal, valid and enforceable provision which, given the contents and purpose of this Client Agreement is, to the greatest extent possible, similar to that of the original provision.

Survival

You acknowledge and agree that all provisions of this Client Agreement, which by their nature extend beyond the termination or expiration of this Client Agreement, shall survive the termination or expiration of this Client Agreement.

Written Notice

Any written notice or other formal communication given under this Client Agreement by email or post is considered an “Written Notice”. In principle, all communications will occur by sending an email to the email address on record for your User Account. For all notices made by email, the date of receipt is the date of transmission.

No Waiver

No omission or delay on the part of AMDAX in exercising rights under the Client Agreement shall be considered a waiver and no waiver by AMDAX of any breach or default by you shall operate as a waiver of any succeeding breach or other default or breach by you.

Governing Law and Dispute Resolution

This Client Agreement, your use of AMDAX, your rights and obligations, and any contractual or non-contractual obligations arising out of or in connection to this Client Agreement and the AMDAX Services, shall be governed by the laws of the Netherlands. Any other document executed in connection with this Client Agreement shall be governed by the laws of the Netherlands.

You acknowledge and agree that all Orders, Trades, deposits and withdrawals via AMDAX are deemed to have occurred in the Netherlands and are subject to the laws of the Netherlands.

Any dispute arising out of or in connection with the Client Agreement, any related agreement and including any disputes relating to any non-contractual obligation arising out of or in connection with such agreement, shall be exclusively settled by the competent court in Amsterdam, the Netherlands.

Questions, Feedback, and Complaints

If you have any questions, would like to provide feedback, or would like more information about AMDAX, please feel free to contact us at:

  • Email: hello@amdax.com
  • Address: AMDAX B.V., Gustav Mahlerplein 45, 1082 MS Amsterdam, the Netherlands; or
  • Call: +31 (88) 2632900.