Welcome to AMDAX
Welcome! Thank you for visiting AMDAX, a digital asset platform operated by and proprietary to AMDAX B.V. You acknowledge and agree that by using our custody services, you enter into this custody agreement (the “Custody Agreement”) with AMDAX B.V., and are legally bound by its terms and conditions. Please read this Custody Agreement thoroughly. Use of the words “AMDAX”, “we,” “us,” or “our” in this Custody Agreement refers to ADMAX B.V.
Using Our Custody Services
By using our custody 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 Custody Agreement with AMDAX B.V., and agree to be legally bound by the terms and conditions of this Custody Agreement in their entirety.
You acknowledge and agree that this Custody Agreement is subject to the terms and conditions set forth in our Client Agreement, which includes the terms and conditions set forth in the General Provisions section of our Client Agreement and incorporated in this Custody Agreement by reference. In case of conflict, the Client Agreement shall prevail. Defined terms, not defined in this Custody Agreement, shall have the meaning ascribed to such terms in the Client Agreement.
You acknowledge and agree that by using our custody services following any change to this Custody Agreement, your use of our custody services shall constitute your agreement to the amended Custody Agreement, and you agree to be legally bound by its terms and conditions as amended. You further acknowledge and agree that we have the right to request your affirmative assent and continuing acceptance of this Custody Agreement, from time to time, as a condition of using our custody services. If you do not agree with the terms and conditions of this Custody Agreement, you should not use our custody services.
You hereby appoint us as custodian of Assets to be held in our Custody Account in accordance with this Custody Agreement, and we accept such appointment and the obligations, duties, and responsibilities set out in this Custody Agreement.
You acknowledge and agree that we hold your Assets in our Custody Account. The Custody Account may have one or more associated unique Blockchain Addresses in which your Assets are (i) separated from any and all other assets held by us and (ii) directly verifiable via the applicable blockchain. The ownership of your Assets will be clearly recorded in our books as belonging to you. Our records will at all times provide for the separate identification of your Assets. We will not loan, pledge, or otherwise encumber any Assets in our Custody Account without your consent.
You acknowledge and agree that nothing herein prevents us from using our Cold Storage System to custody our own property and/or the property of third parties; provided however that, at a minimum, our books record which Assets belong to you.
Delivery of Supported Digital Assets
You acknowledge and agree that Supported Digital Assets will only be considered Assets after they have been Delivered to a Blockchain Address provided by us to you. You acknowledge and agree that we have no obligation with respect to any Supported Digital Asset unless such Supported Digital Asset has been Delivered to us. In addition, you acknowledge and agree that we are not required to accept Delivery of any Supported Digital Assets, and have no liability therefor, if we believe that the acceptance thereof would or is reasonably likely to expose us or any of our affiliates to any liability (contingent or otherwise).
Deposits of Supported Digital Assets
Deposits of Supported Digital Assets to our Custody Account may occur without our involvement. Deposits will be credited to our Custody Account once they are Delivered. Deposits will typically be credited to your AMDAX Account after the required number of network confirmations, as determined by us in our sole discretion, have occurred on the blockchain for such Digital Assets. You acknowledge and agree that in certain situations, Digital Asset deposits may be delayed in connection with Downtime or congestion of or disruption to a Digital Asset Network.
Withdrawals of Supported Digital Assets
Upon submission of a Withdrawal Request, all Authorized Persons will receive an email notification informing them of the Withdrawal Request. An Authorized Person (other than the Authorized Person who initiated the Withdrawal Request) must then approve the Withdrawal Request.
If only one Authorized Person is designated on an AMDAX Account, a Withdrawal Request will be approved following a successful multi-factor authentication. Once this process has been completed, your Withdrawal Request will be verified by our compliance department and processed within one Business Day. Withdrawals will typically be processed at the speed of the relevant Digital Asset Network. In certain situations, Asset withdrawals may be delayed in connection with Downtime or the congestion or disruption of a Digital Asset Network.
You acknowledge and agree that with respect to Instructions, we may not be able to fully authenticate whether an Instruction originated from an Authorized Person. We may rely upon an Instruction that we believe in good faith has been given by an Authorized Person.
You acknowledge and agree that we have the right to refuse executing any Withdrawal Request of which we believe may be in violation of any Applicable Laws and Regulations.
Personalized Custody Account
In addition to our regular custody services as described above, AMDAX offers the possibility to setup a personalized Custody Account (“Personalized Custody Account”). Personal arrangements are made with respect to such Personalized Custody Account and can be adjusted in line with your preferences. An example of personal arrangements is implementing additional security measures, such as using a safe word for accessing your Personalized Custody Account or waiting period.
We offer the possibility to store Fiat Currency to facilitate you with respect to buying, selling or trading Assets on our Trading Platform. The Fiat Currency is deposited in one or more omnibus bank accounts (each an “Omnibus Account”) with our bank (“Bank”). Each Omnibus Account is: (i) in our name, and under our control; (ii) separate from our business, operating, and reserve bank accounts; (iii) established specifically for the benefit of AMDAX Clients; and (iv) represents a banking relationship, not a custodial relationship, with our Bank. You acknowledge and agree that there is no direct relationship between you and our Bank.
Your Fiat Currency deposits are: (i) fully owned by you; and (ii) recorded and maintained in good faith in our systems and reflected in a sub-account (i.e. the Fiat Account of your AMDAX Account).
Notwithstanding anything herein to the contrary, you acknowledge and agree that we may hold some or all of your Fiat Currency in Omnibus Accounts that receive positive, zero or negative interest.
You acknowledge and agree that we may receive compensation for our Omnibus Accounts, either in the form of services provided at a reduced rate, the payment of a referral fee, or otherwise. Any such compensation will be retained by us and you acknowledge and agree that you will not receive any portion of such compensation.
You should note the following information about each of our Omnibus Accounts:
- you are only entitled to the fiat currency held in our Omnibus Accounts corresponding with your specific amount of Fiat Currency in your Fiat Account;
- deposits or withdrawals only take place at your direction;
- our Omnibus Accounts are comprised of fiat currency belonging to you and other AMDAX Clients;
- our Bank only accepts instruction from us and our agents and will not accept any instruction from you;
- our Bank does not act as custodian for Digital Assets, and is not involved in our Digital Asset exchange activities or in the oversight of such activities.
Certain circumstances may require us to transfer Fiat Currency between two or more of our Omnibus Accounts or terminate our relationship with our Bank. Any deposit or withdrawal of Fiat Currency between Omnibus Accounts are recorded in detail and will not affect the available balance in your Fiat Account.
Fiat Currency Deposit
We do not accept Fiat Currency deposits from third parties acting on your behalf. Fiat Currency deposits are only accepted from: (i) bank accounts of which we have verified that it is your bank account, and (ii) are domiciled in the country of residence of the individual or institution known in AMDAX Account (the “User Bank Account”). If a Fiat Currency deposit does not originate from the User Bank Account, we will return the deposited Fiat Currency to the destination of their origin immediately.
Fiat Currency withdrawals are only permitted to User Bank Accounts. Your initiation of a Fiat Currency withdrawal using your User Account login credentials and other required forms of authentication, when applicable, will be deemed to be your authorization for AMDAX to execute any such withdrawal.
We do not charge a fee for our regular custody services. A custody fee is charged for Personalized Custody Accounts (the “Custody Fee”).
Our Fee Schedule, as amended from time to time, is incorporated by reference and can be found on our website: www.amdax.com. You acknowledge and agree that your acceptance of this Custody Agreement is considered to be your acceptance of our Fee Schedule. We reserve the right to change, modify, or increase our Fee Schedule at any time.
Any change to our Fee Schedule will be notified before it takes effect. By using our AMDAX Services following any change to our Fee Schedule, you accept such Fee Schedule.
We may charge a fee for the transfer of Digital Assets (the “Transfer Fee”). You acknowledge and agree that your acceptance of this Custody Agreement is considered to be your acceptance of all of our Transfer Fees. We reserve the right to change, modify, or increase our Transfer Fees at any time.
Any change to our Transfer Fee will be notified before it takes effect. By using our AMDAX Services following any change to our Transfer Fee, you accept such Transfer Fee.
A custodian of us maintains insurance coverage for Digital Assets we custody on your behalf. The custodian’s insurance policy is made available through a combination of third-party insurance providers.
Our custodian is protected for liability resulting from a failure of their technology products or services, cyber breaches and professional liability which result in any theft of cryptocurrency or cryptographic information from the following events:
- Cyber breach including the theft or unauthorized disclosure of protected information
- Cyber extortion
- Loss of data assets
- Failure of any of their third party providers
- Technology errors
- Technology products failure
- Technology professional liability
- Professional liability
- Theft of Digital Assets resulting from any of the above
Their policy does not cover any losses resulting from any unauthorized access to your AMDAX Account and User Account. You acknowledge and agree 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.
We will provide you with a detailed account statement every month.
Suspension or Termination
You acknowledge and agree that we have the right to suspend and/or terminate our custody services under this Custody Agreement pursuant to the Account Suspension and Account Termination provisions of the Client Agreement.
Representations, Warranties, and Covenants
You hereby represent and warrant, which representations and warranties shall be continuing and shall be deemed to be reaffirmed each time you initiate a Withdrawal Request or Deliver a Supported Digital Asset or Fiat Currency, that:
- You are at least 18 years old (if you are an individual), have the legal capacity to enter into this Custody Agreement, and agree to be legally bound by the terms and conditions of this Custody Agreement in their entirety.
- In case of a legal entity, are duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing.
- You have the power to enter into this Custody Agreement and to make any Withdrawal Request, and to perform your obligations under this Custody Agreement.
- Performance of this Custody Agreement does not violate or conflict with any law, judgment, order, regulation, or contractual obligation applicable to or binding on you or any of your Assets.
- To the best of your knowledge, all required governmental and other consents that are required to have with respect to this Custody Agreement and any Withdrawal Request have been obtained by you and are in full force and effect and all conditions of any such consents have been complied with.
- Your obligations under this Custody Agreement constitute your legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
- You are in compliance with all Applicable Laws and Regulations, and have obtained all regulatory licenses, approvals and consents as applicable; without limiting the generality of the foregoing, you will not use the services provided by us hereunder in any manner that is, or would result in, a violation of any Applicable Laws and Regulations.
- You are aware of and familiar with, and have been fully informed of, the risks associated with giving Instructions, and are willing to accept such risks, and you shall (and shall cause each Authorized Person to (if applicable)) safeguard and treat with extreme care any credentials related to Instructions. You acknowledge that there may be more secure methods of giving or delivering Instructions than the methods selected by us and you agree that the security procedures (if any) to be followed in connection therewith provide a commercially reasonable degree of protection in light of particular needs and circumstances. You acknowledge and agree that a Withdrawal Request given pursuant to Instructions may conclusively be presumed by us to have been given by an Authorized Person, and may be acted upon as given.
- You acknowledge and agree that Supported Digital Assets are a new category of assets and that the law regarding its ownership, custody, and transfer is developing and uncertain, and that custody of this category of assets poses certain risks that are not present in the case of more traditional asset classes (such as shares). You acknowledge and agree that you will bear such risks and the potential loss or diminution in value of Supported Digital Assets due to changes or developments in the law or conditions under existing law in which your rights in and to such Supported Digital Assets are not adequately protected.
- You acknowledge and agree that (i) we do not own or control the underlying software protocols of networks which govern the operation of Supported Digital Assets, (ii) we make no guarantees regarding their security, functionality, or availability, and (iii) in no event shall we be liable for or in connection with any acts, decisions, or omissions made by developers or promoters of such Supported Digital Assets.
- Upon the Delivery of Custody-Only Assets to the Custody Account, you have Delivered such Custody-Only Assets from a wallet that you own and control.
- You are, upon the submission of a Withdrawal Request for Custody-Only Assets from the Custody Account, Delivering such Custody-Only Assets to a wallet that you own and control.
- You are not, and no transferee of Assets pursuant to any Withdrawal Request is, (i) the target of any laws administered by a European or governmental entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”), or (ii) located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by any governmental entity.
- You are not the issuer, a sponsor or an affiliate of the issuer or sponsor of any Custody-Only Assets in the Custody Account.
We hereby represent and warrant, which representations and warranties shall be continuing and shall be deemed to be reaffirmed each time we process a Withdraw Request, that:
- We are duly organized and validly existing under the laws of the jurisdiction of our organization.
- We have the power to execute this Custody Agreement and to satisfy any Withdrawal Request submitted by you, and to perform our obligations under this Custody Agreement, and we have taken all necessary action to perform our obligations under this Custody Agreement.
- Such performance of our obligations under this Custody Agreement do not violate or conflict with any existing law, judgment, order, regulation, or contractual restriction applicable to or binding on us.
- Our obligations under this Custody Agreement constitute our legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).
- We are registered as custodian with the Dutch Central Bank (De Nederlandsche Bank).
For the avoidance of doubt, the representations and warranties in this section are in addition to, not in place of, those set forth in the Client Agreement.
- We take reasonable care and use commercially reasonable efforts in executing our responsibilities under this Custody Agreement. The Reasonable Care section of our Client Agreement is incorporated by reference in connection with the maintenance of the Custody Account and the custody of your Assets. Notwithstanding the foregoing, no provision of this Custody Agreement shall require us to expend or risk our own funds, property, or otherwise incur any financial liability, in the performance of any of our duties hereunder.
- You acknowledge and agree that the General Provisions section of our Client Agreement, including the Disclaimer of Warranties, Disclaimer of Liability, Reasonable Care, Force Majeure, and Indemnities sections, is incorporated by reference in this Custody Agreement (mutatis mutandis).
- You acknowledge and agree that Forks may result in Forked Networks and us holding an identical amount of Digital Assets associated with each Forked Network.
- You acknowledge and agree that, unless provided explicitly in this Custody Agreement, as may be revised from time to time, we will not support any Other Functionality associated with any Assets.
- You acknowledge and agree that in the event of a market disruption, we may, in our sole discretion, do one or more of the following: (i) suspend access to our custody services; or (ii) prevent you from completing any actions via our custody services. We are not liable for any losses suffered by you resulting from such actions. Following such an event, when custody services resume, you acknowledge and agree that the prevailing market prices may differ significantly from the prices prior to such event.
- You acknowledge and agree that with respect to Digital Assets related to Unsolicited Transfers, we will act in accordance with and pursuant to the Client Agreement.
- You acknowledge and agree that with respect to Digital Assets related to Airdrops, we will act in accordance with and pursuant to the Client Agreement.
- You acknowledge and agree that in no event shall we be liable under or in connection with this Custody Agreement for indirect, special, incidental, punitive, consequential losses, or damages of any kind whatsoever, including, but not limited to, lost profits, whether or not foreseeable, and regardless of the form of action in which such damages are sought.
- You acknowledge that we keep and maintain, or cause to be kept, accurate books and records with respect to any Custody Account and Assets, including with respect to the receipt and withdrawal or transfer thereof.
- You acknowledge that we may perform any of our duties or obligations under this Custody Agreement through subcontractors or agents (including affiliates), whenever and on such terms and conditions as we, in our sole discretion, deem necessary or appropriate to perform such duties or obligations or liabilities; provided, however, that no arrangement with such subcontractor or agent shall discharge us from our obligations hereunder.
- You acknowledge and agree that we have no duty or responsibility to inquire into, make recommendations with respect to, supervise or determine the suitability of any transaction involving any Digital Assets, Supported Digital Assets, or Assets (and nothing herein shall be construed as such). Nothing in this Custody Agreement obliges us to extend credit, grant financial accommodation, or otherwise advance funds or assets to or for your benefit for the purpose of meeting any of your obligations or otherwise, unless such matters have been separately agreed to in writing between you and us.
- You acknowledge and agree that we maintain the right to retain or set-off, against any Assets (or the value thereof, as reasonably determined in our sole discretion), any obligations that you may have to us.
- You acknowledge and agree that we are authorized to supply any information regarding any Custody Accounts or Assets that is required by any law, regulation, or rule now or hereafter in effect, or which may be requested by law enforcement. To the extent permitted by law, we may provide you with notice of any such request for information.
- You acknowledge and agree that we have no duties or responsibilities with respect to any Custody Account or Assets except such duties and responsibilities as are specifically set forth in this Custody Agreement, and no covenant or obligation shall be implied against us in connection with this Custody Agreement.
- You acknowledge and agree that we maintain a commercially reasonable system for (i) recovery, in case of disaster, of all of its records associated with the Custody Account, and (ii) the continued provision of the services under this Custody Agreement in the event of any Downtime and Maintenance.
- You acknowledge and agree that we reserve the right to change, modify, or increase our Fees at any time. Any change to our Fees will be notified to you before it takes effect. By using our custody services following any change to our Fees, you accept such Fees.
- You agree to indemnify and hold us and our affiliates harmless, pursuant to the Indemnities section of the Client Agreement, from and against any and all losses, claims, or liabilities (including reasonable fees and expenses of counsel) incurred by or asserted against us by reason of, or in connection with, any action or inaction by you, or otherwise arising out of your performance hereunder. This indemnity shall be a continuing obligation of you and your successors and assigns, notwithstanding the termination of the services provided under this Custody Agreement.
- You agree to be responsible for, and shall pay, all taxes, assessments, duties, and other governmental charges, including any interest or penalty rightfully owed by you with respect thereto, with respect to any Assets or any transaction related thereto.
- You acknowledge and agree that you and any and all Authorized Persons are required to successfully complete our account opening process pursuant to our CAP/AML Program, which may be amended from time to time.
- You agree that you will promptly inform us if (i) you are or become the target of any laws administered by European Union or any other governmental entity imposing economic sanctions and trade embargoes, (ii) you are or become located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed, or (iii) you become aware that you or any Asset, or any transaction involving an Asset, are or become the target of any investigation (including the reasonable details thereof).
If you have any questions, would like to provide feedback, or would like more information about our custody services, please feel free to email us at email@example.com.
You acknowledge and agree that the defined terms used in this Custody Agreement, if not defined in our Client Agreement, shall have the meanings set forth below:
|Assets||any Supported Digital Assets that have been Delivered to us to be held in our Custody Account (as described in the ‘Custody Account’ section), including any Digital Asset resulting from Forks that we, in our sole discretion, deem to be a Supported Digital Asset.|
|Asset Balance||the quantity of each Asset denominated in the relevant Supported Digital Asset type.|
|Authorized Person||any person designated by you to have access to the Custody Account or with the power of representation.|
|Blockchain Address||a public address on a blockchain in which Assets can be held (including but not limited to a Bitcoin address for the Asset commonly known as bitcoin and an Ethereum address for the Asset commonly known as ether).|
|Cold Storage System||our offline storage system that we use to custody Assets.|
|Custody Fee||the fee for our custody services.|
|Custody Interface||the interface of the AMDAX platform that allows for Custody Account actions including, but not limited to, the ability to view balances and request and approve withdrawals.|
|Custody-Only Assets||Assets for which we only provide custody services and do not list for trading on our Trading Platform.|
|Delivery (or Deliver, Delivering, or Delivered)||in case of Supported Digital Assets, the transfer of Supported Digital Assets to one or more Blockchain Addresses controlled by the receiving Party and provided by the receiving Party to the sending Party for such transfer. Supported Digital Assets will only be considered Delivered to us after the required number of network confirmations, as determined by us in our sole discretion, have occurred on the blockchain for such Supported Digital Assets. In case of Fiat Currency, the transfer of such Fiat Currency to our Omnibus Account.|
|Fiat Currency Balance||the balance of your Fiat Currency held on our Omnibus Account.|
|Instruction||any instruction from you entered into and confirmed via our Custody Interface.|
|Other Functionality||any functionality that may be associated with certain Assets, including but not limited to, staking, protocol governance, smart contract functionality, and other similar uses.|
|Supported Digital Assets||any Digital Asset supported by us, as determined at our sole discretion.|
|User Bank Account||as defined in the Fiat Currency Deposit section in this Custody Agreement.|
|Withdrawal Request||a request sent to us via an Instruction, specifying the type and amount of Assets to be withdrawn from the Custody Account and/or the amount of Fiat Currency to be transferred to the User Bank Account.|