Changer.ae
Changer.ae
This Agreement sets out the terms upon which Changer.ae Limited ("Changer") will grant you
access to and rights to use its Custody Services in relation to Virtual Assets and Stablecoins.
In
this Agreement, the terms “we”, “us” or “our” refer to Changer. The terms “Client”, “you” or “your” refer
to you, our client, who is entering into this Agreement.
1.1. Changer is authorised and regulated by the FSRA to Provide Custody in relation to Virtual Assets,
under Financial Services Permission Number [220142].
1.2. Changer’s registered address is Level 10,
Al Khatem Tower, ADGM Square, Abu Dhabi, United Arab Emirates.
1.3. The ultimate holding company of
Changer is DAS Holding LLC, whose registered address is 4th Floor, Dusit Thani Complex Offices Building, PO
Box 161, Abu Dhabi, United Arab Emirates.
2.1. In this Agreement, the following words have the meanings set out below:
2.1.1. “Accepted
Virtual Assets” refer to the Virtual Assets in respect of which Changer is Providing Custody;
2.1.2.
“Account” refers to the account set up in your name when you apply for and are granted the right to access
and use the Custody Service;
2.1.3. “Account Limit” refers to the maximum value of Funds you are
permitted to hold in your Account, as maybe notified by Changer via email when your Account is opened, and
as amended from time to time through notification by Changer via email;
2.1.4. “ADGM” refers to the
Abu Dhabi Global Market;
2.1.5. “Agreement” refers to this agreement that forms the terms of a
legally binding agreement between you and Changer as amended from time to time;
2.1.6. “AML
Procedures” refer collectively to Changer’s Anti-Money Laundering (“AML”) and Countering the Financing of
Terrorism (“CFT”) procedures;
2.1.7. “Applicable Law ”refers to all laws, regulations, and rules
which are applicable to the provision, receipt or use of the Services or any products or other deliverables
provided, used or received in connection with the Services, including specifically the laws, regulations and
rules of the ADGM;
2.1.8. “Available Balance ”refers to the total amount of Funds available in your
Account;
2.1.9. “Business Day” refers to a weekday on which the clearing banks in the ADGM are
normally open for business;
2.1.10. “Corporate Entity ”refers to any corporate entity, including any
limited liability partnership and any corporate entity constituted under the laws of a country or territory
outside of the ADGM;
2.1.11. “Client Account ”refers to an Account established and operated by
Changer in accordance with COBS14.6.1 or COBS 15.4.2, as applicable;
2.1.12. “Client Money” refers to
money of any currency and any Stablecoins which Changer holds on behalf of a client or which Changer treats
as Client Money, subject to the exclusions in COBS 14.3.1;
2.1.13. “Client Money Distribution Rules”
refer to the rules in COBS 14.13;
2.1.14. “Client Money Rules ”refer to COBS 14.2 relating to the
holding of Client Money;
2.1.15. “COBS” refers to the FSRA Conduct Of Business Rulebook (as amended
from time to time);
2.1.16. “Computer” refers to a computer or mobile device, together with any
other electronic medium (including telephones) by which, from time to time, you may use to access the
Services; 2.1.17. “Custody Service ”refers to the service provided by Changer of Providing Custody over
Virtual Assets and holding/controlling Client Money;
2.1.18. “Entity” refers to an individual,
company, partnership, association, club or cooperative that has a legal and separately identifiable
existence;
2.1.19. “Fees” refer to transaction fees, costs and charges payable to Changer in relation
to your access to and use of the Services as set out in Appendix A;
2.1.20. “FSMR” refers to the
Financial Services and Markets Regulations 2015, as amended from time to time;
2.1.21. “FSRA” refers
to the ADGM Financial Services Regulatory Authority;
2.1.22. “FSRA Rules” refers to the rules and
regulations of the FSRA, as amended from time to time, including the FSRA Rulebook;
2.1.23. “Funds”
refer to fiat currency, Stablecoins and/or Accepted Virtual Assets, as applicable;
2.1.24. “IP
Rights” refer to all
(i) patents, patent applications, patent disclosures
and inventions,
(ii) trademarks, service marks, trade dress, trade names, logos and corporate names
and registrations and applications for registration thereof together with all of the goodwill associated
therewith,
(iii) copyrights(registered and unregistered) and copyrightable works and registrations and
applications for registration thereof,
(iv) mask works and registrations and applications for
registration thereof,
(v) computer software, data, data bases and documentation thereof,
(vi)
trade secrets and other confidential information (including ideas, formulas, compositions, inventions
(whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and
production processes and techniques, research and development information, drawings, specifications,
designs, plans, proposals, technical data, financial and marketing plans and customer and supplier lists
and information) and
(vii) copies and tangible embodiments thereof (in whateverform or
medium).
2.1.25. “Person” includes any natural person, Corporate Entity or unincorporated
entity, including a legal entity, company, partnership, trust, foundation, unincorporated association,
government or state;
2.1.26. “Platform” refers to Changer’s user interface providing clients with
access to the Services and includes Changer’s application programming interface (the “API”) and Changer’s
mobile application as well as any other medium for provision of Services by Changer and any online
communication tool operated within the Platform for notification to clients and for management of client
information;
2.1.27. “Professional Client” refers to a client specified in COBS 2.4;
2.1.28.
“Providing Custody” refers to the regulated activity specified in paragraph 43 of Schedule1 of the
FSMR;
2.1.29. “Retail Client” refers to a client specified in COBS 2.3;
2.1.30. “Security
Measures ”refers to all passwords, API keys, signatures associated with and/or required to access or use the
Platform and to operate the Account;
2.1.31. “Services” refers to the provision by Changer, as
applicable, to the access and use of Custody Service;
2.1.32. “Stablecoin” refers to a
blockchain-based token whose value is fully backed 1:1 by an underlying fiat currency;
2.1.33. “STP”
refers to Straight Through Processing of request via electronic channelsprovided by Changer;
2.1.34.
“US” refers to the United States of America;
2.1.35. “US Person” refers to a person located in, or a
citizen or resident of the US orany of the following:
(a) a domestic
partnership (partnership organised in the US);
(b) a domestic corporation (corporation incorporated in
the US);
(c) any estate other than a foreign estate or any trust (if a court within the US is able to
exercise primary supervision over the administration of the trust, and one or more US persons have the
authority to control all substantial decisions of the trust); or
(d) the US government, a US State or
the District of Columbia(including any agency, instrumentality or political subdivision
thereof);
2.1.36. “Virtual Asset” refers to a digital representation of value that can be
digitally traded and functions as
(1) a medium of exchange; and/or
(2) a unit of account; and/or
(3) a store of value, but does not have legal tender status in any
jurisdiction; and
2.1.37. “Website” refers to Changer’s publicly accessible website,
www.Changer.ae.
2.2. Any reference to a statutory provision includes a reference to such provision as
amended, restated or replaced from time to time.
2.3. Capitalised words and expressions not defined
in this Agreement, but which are defined in the FSRA’s Glossary, shall have the same meanings as in the
FSRA’s Glossary, as amended from time to time.
2.4. Reference to the singular will where the context
allows include the plural.
2.5. A reference to this Agreement or to any other agreement or document
is a reference to this Agreement or such other agreement or document, in each case as amended from time to
time.
2.6. A reference to any legislation or regulation is to that legislation or regulation as
amended, amended and restated, re-enacted, replaced or modified from time to time.
2.7. The headings
of this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
3.1. You can apply to access and use the Services by:
3.1.1. completing the online application
process as set out on the Platform;
3.1.2. providing supporting documents as directed during the
online application process; and
3.1.3. indicating, during the online application process, that you
agree to the terms of this Agreement, whereupon this Agreement shall come into force.
3.2. As a
condition of this Agreement, your access to the Services require that you satisfy all eligibility
requirements applicable to access to and use of the Services, as set out during the online application
process, and that you answer all questions on the application accurately and fully, and to the best of your
knowledge and belief.
3.3. By applying to access and use the Services you warrant and represent
that:
3.3.1 you are a Person 21 years or older with full legal capacity and authority to enter into
this Agreement;
3.3.2 you have read and understood all documents and other information provided to
you in relation to Changer's Platform and Services, and you possess the sophistication, expertise and
knowledge necessary to make informed decisions in respect of any activities that you undertake on the
Platform and that you will not rely on any communication or statement (written or verbal) by Changer as
investment advice or as a recommendation to enter into any transaction;
3.3.3 you are the legal and
beneficial owner of any Funds deposited into your Account;
3.3.4 your access to and use of the
Services does not breach any Applicable Law or any laws or regulations that are applicable to you in your
country of residence;
3.3.5 you have not previously been suspended or removed from using the Services
and/or the Platform;
3.3.6 if you are entering into this Agreement on behalf of an Entity or any
other Person that you have all necessary rights and authority to act for and to bind that Entity and/or any
other Person to the obligations set out in this Agreement; and
3.3.7 you are not a US
Person.
3.4. Your rights to access and use the Services will not take effect until you have been
notified that Changer has completed its due diligence review, verified your identity, and confirmed your
right to access and use the Services. The checks referred to in this clause include an assessment based on
the information you have provided of your knowledge and experience in accordance with COBS 2.6.2.
4.1. Changer conducts a detailed analysis of the inherent risks applicable to Virtual Assets and
Stablecoins and shall make risk disclosures to Clients in a timely manner and on an on-going basis through
the publication on the Platform and Website of a risk disclosure statement (the “Risk Disclosure
Statement”).
4.2. All disclosures in the Risk Disclosure Statement will be updated and analyzed to
ensure the relevant risks have been disclosed, given the rapidly developing market for Virtual Assets and
Stablecoins. You will be notified via email of changes made to the Risk Disclosure Statement, and such
notification will contain the latest version of the Risk Disclosure Statement.
4.3. By entering
into this Agreement and/or by accessing the Platform and/or the Services, you acknowledge that you have
been informed of and that you understand and agree that you have read and understood the Risk Disclosure
Statement as amended from time to time.
4.4. Changer reserves the right to restrict access to the
Services and/or to impose an Account Limit if it reasonably considers appropriate given your
circumstances, needs and objectives. Notification of your right to access and use the Services may (at our
sole discretion) include notification of any Account Limit that we consider reasonable and appropriate
based on the information that you provide when applying to access and use the Services and on
Changer's assessment carried out in accordance with COBS 2.6.2 of any risks disclosed or suggested by
that information. We will notify you via email of any subsequent imposition of an Account Limit, or
subsequent change to or removal of an Account Limit previously imposed.
5.1. You may be classified as a Retail Client or (if you meet the criteria set out in clause 5.3) you
may be classified as a Professional Client in respect of all, or only some, of the Services or products
offered by Changer.
5.2. A Professional Client is one that, based on an inspection and evaluation
of supporting evidence, is reasonably considered to meet the criteria set out in COBS 2.4.2 (Deemed
Professional Client) or COBS 2.4.4 (Assessed Professional Client).
5.3 If we classify you as a
Professional Client, we will notify you of such classification and of your right to be classified as a
Retail Client instead, as well as the time within which you may elect to be classified as a Retail
Client.
5.4. Please note that Retail Clients benefit from a higher level of protection under the
FSRA’s regulations than Professional Clients. If you are classified as a Professional Client, you have a
right under COBS 2.6.1 to be re-classified as a Retail Client at any time thereafter.
5.5 We
reserve the right to review and change your client classification at any time and without prior notice.
We may require further information, documents or confirmations from you in order to determine or vary
the relevant classification. By entering to this Agreement, you agree to promptly provide us with such
further information, documents or confirmations as we may request from time to time in connection with
your client classification, and that following your classification, you will provide us with any
information which might affect the client category assigned to you.
5.6. We will periodically
review your client classification, with scheduled reviews taking place at intervals of no more than 12
months. If we become aware at any time that you do not meet the criteria for the client category we
assign to you in the last client classification notice, we will send you a new client classification
notice via email informing you of your new client classification.
6.1. Changer takes its obligations to mitigate the risk of being used for money laundering,
terrorist financing and associated financial crimes, very seriously. Changer has detailed policies and
procedures covering, among other areas, transaction monitoring, customer due diligence procedures (“CDD
Procedures”) and AML Procedures. These are kept under review on an ongoing basis.
6.2. You
will need to complete certain AML/CTF verification procedures before you are permitted to start using
our Services.
6.3. We seek to comply with all applicable legal requirements in the field of
AML/CTF. For the purposes of know-your-customer checks, it is necessary for us to obtain from you and
retain required documents, information and data confirming your identity and/or the identity of a legal
entity you represent and any other relevant documents and/or information.
6.4. Your right to
access and use the Services is subject to Applicable Law. By accessing and using the Services you agree,
warrant and represent that your access/use of the Services is compliant with Applicable Law and with the
laws of any jurisdiction in which you are resident, incorporated or operating.
6.5. Changer
reserves the right to review and to freeze, block or put a hold on your access or use of the Services if
at any time:
6.5.1. you are in, under the control of, or a resident,
or a national of one of the Financial Action Task Force high-risk jurisdictions or jurisdictions under
increased monitoring (other than the United Arab Emirates(the “UAE”)), or of a jurisdiction that
prohibits or restricts the use of any of the Accepted Virtual Assets or Stablecoins, or of any
jurisdiction which is targeted by United Nations (“UN”) Security Council, US, European Union, United
Kingdom or UAE sanctions (“Sanctions”);
6.5.2. you are targeted by any Sanctions;
6.5.3.
you are in, under the control of, or a resident, or a national of a country, or territory that is not
recognised by at least one member state of the UN or has limited diplomatic recognition or a
jurisdiction that requires Changer to have a Virtual Asset-related and/or Stablecoin-related licence
to provide Services to you that Changer might not have;
6.5.4. you are a Person who fails to
meet any due diligence standards, requests, or requirements of Changer, or are otherwise reasonably
considered by Changer to be of high risk;
6.5.5. we have been instructed to do so by the FSRA
or any other regulatory authority; or6.5.6. where you are an individual, we receive notice or other
evidence your death.
6.6.We will usually give you advance notice via email before we
freeze, block or put a hold on your Account and provide you with information on the reasons why we have
taken that decision. However, we may not provide you with advance notice or an explanation of our
reasons where to do so would cause us to be in breach of any law or regulation or otherwise compromise
our reasonable security measures. We will also notify you within twenty-four (24) hours of freezing,
blocking or putting a hold on your Account to let you know the action we have taken, any action we
expect you to take and how to contact us. We will not notify you in circumstances where to do so would
cause us to be in breach of any Applicable Law or we reasonably suspect your Account is being used for
the purposes of Financial Crime.
6.7. You agree that, to the extent permissible under Applicable
Law, we will not be responsible for, and you will indemnify and hold us harmless for any losses arising
as a result of a decision to freeze, block or put a hold on your Account, unless such losses are a
result of our breach of this Agreement, or as a result of our gross negligence, willful default or
fraud.
6.8. Depending on your place of residence, or the location from which you access or
attempt to access the Services, there might be other factors which might limit or preclude your access
to or use of the Services. It is your responsibility to follow any laws or regulations that are
applicable to you in your country of residence and/or place from which you access the
Services.
6.9. At the moment of establishing a business relationship with us and/or before and/or
after the withdrawal or deposit of any Funds, or any transaction involving Funds, we shall have the
right to demand from you any documents and/or information, including, but not limited to those
confirming the legal grounds as well as sources (origin) of your Funds and the purpose and planned
nature of your business relationships with us, the nature of business and management (shareholding)
structure of a legal entity you represent, beneficial owners, identity, address, source of wealth or
funds and/or other documents and information to the extent necessary for us to adequately fulfill the
requirements of relevant legal acts in the field of AML/CTF.
6.10.You may also be required to
undergo additional (enhanced) due diligence, where we may request that you submit additional information
about yourself or your business, provide relevant records, and arrange for meetings with our staff so
that we may, among other things, establish the source of your wealth and source of Accepted Virtual
Assets/Stablecoins for any transactions carried out in the course of your use of our Services. We
reserve the right to charge you costs and fees associated with such additional due
diligence.
6.11. We shall have the right to verify the information provided by you using reliable
and independent sources of information and other lawful methods. You authorise us to make enquiries,
whether directly or through third parties, that we consider necessary to verify your identity or protect
you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary
based on the results of such enquiries. Additionally, we may require you to wait for some amount of time
after the completion of a transaction before permitting you to use further Services and/or before
permitting you to engage in transactions beyond certain volume limits.
6.12. We shall perform
monitoring of your transactions and in the case of a suspicious and/or unusual operation or transaction,
we shall have the right to suspend your access to or use of your Account, for a certain period of time.
In that case, to the extent permissible under Applicable Law, we shall not be liable to you for any
default on any contractual obligations and/or for any damages or losses sustained by you.
6.13.
Changer reserves the right to limit or prohibit, at any point of time, use of the Platform and/or the
Services for certain jurisdictions if Applicable Law, local laws or regulations or Changer's AML
Procedures, CDD Procedures or any other relevant risk management measures require such limitation or
prohibition.
6.14. Changer further reserves the right at any time to apply enhanced due diligence
measures in relation to Persons reasonably considered by Changer to be of high risk, including, without
limitation, Persons who are in, under the control of, or are residents, or nationals of a country
targeted by Sanctions or any Person who is, or appears to be, or becomes a Politically Exposed Person
(“PEP”) or is associated with a PEP.
6.15. We shall have a general duty to report any suspicious
activity identified during the business relationship with you to the relevant authorities as well as
other reporting duties deriving from relevant legal acts. We shall not be liable to you for the
execution of such duties.
6.16. We shall be entitled to terminate a business relationship with
you and/or a legal entity you represent at any time if we determine that continuing such a business
relationship with you and/or a legal entity you represent exposes us to a money laundering and/or
terrorist financing risk that we no longer deem acceptable.
7.1. You may transfer Funds to your Account from any of the bank accounts or external wallets
registered on the Platform (“External Wallets”). We may require you to verify that you control the
bank account or External Wallet from which you transfer Funds to your Account. You may withdraw or
transfer Funds from your Account, into a bank account or an External Wallet, as the case may be, which
is under your control and registered with Changer. You understand and agree that Changer shall have
sole discretion to register on the Platform any such bank account or External Wallet you specify. It
is your responsibility to ensure the timely and proper transfer to and from your bank account or
External Wallet.
7.2. You are solely responsible for your use of your bank account and External
Wallet, and any transfers of Funds from your bank account and External Wallet to your Account, and to
the extent permissible under Applicable Law, we shall not be liable for any losses resulting from the
delay in receiving Funds into your Account if such delay is not due to our gross negligence, wilful
default or fraud.
7.3. You shall be responsible for ensuring that any inbound and outbound
transfer of Funds is handled in compliance with the requirements of any bank account or External
Wallet provider.
7.4. You will deposit Accepted Virtual Assets/Stablecoins into your Account in
such manner as shall be prescribed by Changer and published via email for the purpose of using the
Services. Accepted Virtual Assets/Stablecoins will be considered deposited and available for trading
only after Changer has confirmed and approved the deposit.
7.5. In response to a withdrawal
request made by you, Changer shall withdraw Accepted Virtual Assets/Stablecoins from the relevant
sub-account forming part of your Account according to the methods prescribed by Changer and published
via email, which shall then (subject always to Changer's AML Procedures, CDD Procedures and
transaction monitoring) be transferred to such destination as shall be specified by you. In making
such transfers, Changer relies on the accuracy and validity of the destination information provided by
you and accordingly any such transfer to a withdrawal destination shall be at your own
risk.
7.6. Until a deposit or withdrawal is confirmed, an Accepted Virtual Asset/Stablecoin
shall not form part of your Available Balance and will be in a pending state.
7.7. You
acknowledge that Changer does not own or control the underlying software protocols governing the
operation of Accepted Virtual Assets/Stablecoins. Changer assumes no responsibility for the operation
of those underlying protocols and is unable to guarantee their functionality, security, or
availability. In particular, the underlying protocols may be subject to sudden changes in operating
rules (“Forks”), and such Forks may materially affect the value, function, and or the name of the
affected Virtual Asset/Stablecoin.
7.8. Within a reasonable time of becoming aware of a Fork,
airdrop or similar event materially affecting an Accepted Virtual Asset/Stablecoin, Changer shall
publish a notification of such event on the Website.
7.9. All requests and transactions (STP or
non-STP) of the Customer will be subject to cut-off time and TAT (turnaround time) announced by
Changer from time to time. Any request received by Changer before the cut-off time will be processed
as per the announced TAT. Requests received after its established cut-off time, Changer shall attempt
to act upon the Instruction on the day requested if Changer deems it practicable to do so or otherwise
as soon as practicable on the next Business Day.
8.1. Any communication between you and us shall take place primarily via emails.
8.2.
Disclosure of any information via emails shall be considered as duly submitted only if such
information is sent to and from the email addresses that are disclosed under this Agreement:
(i) Changer’s email address that should be used for communication is
[email protected];
(ii) your email address that should be used for the communication should
be disclosed during the application for an Account. Communication via other email addresses shall
not be considered appropriate unless otherwise agreed by the parties to this
Agreement.
8.3. Notices and other communications sent by emails shall be deemed
delivered to and received by the receiving party on the same Business Day it was sent (in case it is
sent on a non-Business Day, it will be deemed delivered to and received by the receiving party on
the next earliest Business Day).
8.4. Under certain circumstances, especially in emergency
cases, we may also contact you by using any other means of communication and contact details you
have provided to us.
8.5. It is your responsibility to regularly check the proper functioning
of your email and other methods of communication that you use to communicate with us and to retrieve
and read messages relating to our Services provided to you. We shall not be liable for any loss
arising out of your failure to do so.
8.6. By providing a valid email address or sending a
communication via email, you are indicating that you agree for Changer to communicate with you via
email for any purpose under this Agreement.
8.7. You must communicate with us in English.
Documents and other information supplied will be in English.
8.8. All communications with you
will be recorded. A copy of the recording of such conversations will be available upon request for
at least 6 years from the date of the relevant conversation.
9.1. You agree to consider all Security Measures associated with your Account as confidential
information and not to disclose such information to any third party.
9.2. You agree that you
are solely responsible for taking all necessary safety precautions to protect Security Measures
associated with your Account.
9.3. You must notify Changer immediately if you are aware of
any unauthorised access to or use of your Account or of the Platform using any Security Measures
associated with your Account by any Person. Unless Changer receives such notification from you, any
actions initiated, requested or made by your Account or using Security Measures associated with your
Account will be considered as made by you as the holder of the Account.
9.4. You must ensure
that you are properly logged out of the Platform at the end of every session.
9.5. If you
discover suspicious activity or operations, including but not limited to unknown deposits and
withdrawals, made to/from your Account that were not initiated by you, you must immediately notify
Changer about such activities and/or operations and promptly follow any instructions sent by
Changer. Changer reserves the right to suspend your Account until its investigations are
completed.
9.6. Changer reserves the right to temporarily suspend or otherwise restrict your
ability to deposit or withdraw funds from your Account:
9.6.1
where Changer reasonably believe it is required to protect the security of your Account;
9.6.2.
where Changer suspect that there may be unauthorised or fraudulent use of your Account;
9.6.3.
where Changer is prohibited from doing so, or required or recommended not to do so, by any
Applicable Law; and/or,
9.6.4 otherwise in accordance with this Agreement.
10.1. Once permitted to access and use the Services, you may give instructions to Changer in
respect of a transaction, including an instruction to:
10.1.1.
initiate a request to deposit Funds; or
10.1.2. initiate a request to withdraw
Funds.
10.2. We will prescribe and notify you via email how you may give the
instructions described above. Changer will notify you once a deposited/withdrawal has been executed.
Where multiple deposits/withdrawals are made in relation to the same Account on the same day, such
deposits/withdrawals may appear together in a single notification.
10.3. You acknowledge and
agree that (subject always to Applicable Law and FSRA requirements and approvals) Changer has sole
discretion and absolute control over, and the right to modify at any time, the functionality,
configuration, appearance and content of the Platform, save that any modifications that would amount
to an amendment of this Agreement would be made in accordance with clause 21. You will be notified
as far in advance as reasonably practicable by written notice via email.
11.1. Any Accepted Virtual Asset received by Changer from clients will be received and securely
stored. The private keys are maintained by Changer. Your Accepted Virtual Assets shall be pooled
with other client Accepted Virtual Assets into an omnibus wallet, therefore, your Accepted Virtual
Assets are not physically segregated from other clients’ Accepted Virtual Assets, but shall remain
segregated from Changer’s Assets.
11.2. Changer shall conduct a weekly reconciliation of
Client Money held on your behalf.
11.3. Changer shall not be liable for insolvency, acts or
omissions of a third-party banking partner(s) or agent(s) holding Client Money, save for any
liability under Changer's fiduciary duties to clients. However, Changer will conduct an
appropriate and continuing risk assessment of our third-party banking partner(s)/agent(s) prior to
entering into a service agreement, in order to ensure that those banks/agents are safe
repositories.
11.4. Changer will send monthly statements to your pre-registered email
address. Additionally, you may view your near-real time statement at any time upon logging into your
Account. You may also download PDF statements of a requested period via your Account. For the
avoidance of doubt, such statements would not contain any measure of performance of the Accepted
Virtual Assets in your Account.
11.5. Changer will publish on the Platform the full list of
Accepted Virtual Assets.
11.6. Statements will include the following:
(a) your Available Balance reported by reference to the Accepted Virtual
Assets, Stablecoins and/or fiat currencies held, or the relevant exchange rate if not reported in
the currency in which the money is held;
(b) the amount, date and value of each transaction,
including each deposit and withdrawal during the past month;
(c) any Fees that might from time
to time be charged on your Account since the previous statement.
11.7. Statements
will be accessible for up to 6 years after your Account is closed, however it is recommended that
you download and store your statements on a regular basis.
11.8. By entering into this
Agreement, you agree that you have read, acknowledge and accept the disclosures in the custody
disclosure statement ("Custody Disclosure Statement"), published on the Website and as
amended from time to time. We will notify you via email of any changes made to the Custody
Disclosure Statement.
11.9. Changer does not provide interest on Client Money
held.
11.10. When Client Money is held on your behalf by Changer, your Client Money shall be
subject to the protections conferred by the Client Money Rules as provided under the FSRA
Rules.
11.11. Your Client Money shall be pooled with other Client Money into one account,
therefore, your Client Money is not physically segregated from other Client Money, but shall remain
segregated from Changer’s own money. In the event of Changer’s insolvency, winding up or other
pooling event stipulated under the FSRA Rules, the Client Money will be subject to the Client Money
Distribution Rules.
11.12. Client Money will be held in client money accounts by a
third-party banking partner(s) or other third-party agent(s) assessed by Changer to be suitable for
such purposes in accordance with its obligations under the FSRA Rules.
11.13. Client Money
may be held on your behalf with third-party banking partner(s) or other third-party agent(s) in
jurisdictions outside the ADGM, such as the jurisdiction of the UAE but excluding the ADGM or any
other financial free zone of the UAE (“Onshore UAE”). Please note that the market practices,
insolvency and legal regimes of Onshore UAE may differ from the regime applicable in the
ADGM.
11.14. On an event of default or at any time after Changer has determined, in its
absolute discretion, that you have not performed (or Changer reasonably believes that you will not
be able or willing in the future to perform) any of your obligations to it, Changer may immediately
suspend your access to the Service.
12.1. You acknowledge and agree that Changer is the sole owner (except to the extent owned by
third-party licensors including any third-party technology providers), of all rights, title,
goodwill and interest in and to the IP Rights. You have, and will obtain, no rights in or to any
IP Rights, except for those limited rights licensed to you by us pursuant to clause 12.3
below.
12.2. You must not:
12.2.1. alter, maintain,
enhance or otherwise modify the Platform or Website (or attempt to do so);
12.2.2.
disassemble, decompile, reverse-engineer, copy, bug fix, correct, update, transfer, broadcast
(or in each case, attempt to do so) or create derivative works based on the Platform or Website;
or
12.2.3 sublicense, transfer, sell or otherwise use or dispose of the IP Rights.
12.3. Subject to your compliance with the terms and conditions of this Agreement,
you are granted a limited, revocable, non-exclusive, royalty-free and non-transferable license to
access and use the Platform to access and use the Services in a manner consistent with this
Agreement. You are not granted any other rights to the IP Rights.
12.4. Unless otherwise
specified, all materials on or accessible via the Platform and Website are the property of Changer
and are protected by copyright, trademark and other Applicable Laws. You may view, print and/or
download a copy of the materials from the Platform or Website solely for your personal,
informational and/or non-commercial use, provided you comply with all copyright and other
proprietary notices.
12.5. The trademarks, service marks and logos of Changer and others
used in connection with the Platform and Website are the property of Changer. The software, text,
images, graphics, data, prices, trades, charts, graphs, video and audio used on the Platform and
Website belong to Changer. Trademarks and materials must not be copied, reproduced, modified,
republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by
any means, whether manual or automated. The use of any such materials on any other website or
networked computer environment for any other purpose is strictly prohibited; any such unauthorised
use may violate copyright, trademark and other Applicable Law.
13.1. You must ensure at all times that you comply with this Agreement, and
only use the Services and the Platform in accordance with this Agreement. In particular, you must
ensure to the best of your ability that all information you provide us with under this Agreement,
including payment information, is accurate and complete.
13.2. You must not use the
Services or Platform or other items for any unlawful purpose, nor will you attempt to modify,
reverse engineer, merge or decompose any software or other items forming part of the Platform that
we may supply to you.
13.3. When accessing or using the Platform and/or the Services, you
acknowledge and agree that you will not violate any law, contract, IP Rights and/or other
third-party right or commit a tort, and that you are solely responsible for your conduct while
using Changer's Platform. Without limiting the generality of the foregoing, you agree that
you will not:
13.3.1. use the Platform in any manner that could
interfere with, disrupt, negatively affect or inhibit other users from fully enjoying use of the
Platform, or that could damage, disable, overburden or impair the functioning of the Platform in
any manner;
13.3.2. use our Service to pay for, support or otherwise engage in any illegal
gambling activities, fraud, money-laundering, terrorist activities or other illegal
activities;
13.3.3. use any robot, spider, crawler, scraper or other automated means or
interface not provided or approved by us to access the Platform or to extract data;
13.3.4.
use or attempt to use another client's account unless you are the authorised representative
of said client;
13.3.5. attempt to circumvent any content filtering techniques we employ, or
attempt to access to any Service that you are not authorised to access;
13.3.6. develop any
third-party applications that interact with the Platform without our prior written
consent;
13.3.7. provide false, inaccurate, or misleading information;
13.3.8. advertise
products on the Platform unless specifically authorised by Changer; or
13.3.9. encourage or
induce any third party to engage in any of the activities prohibited under this Agreement or
forbidden by any Applicable Law.
13.4. You must only utilise the Platform using a
device which has the most up to date anti-virus, firewall and security patch software which is to
be purchased and installed at your own cost.
13.5. You are responsible for ensuring
that:
13.5.1. any software installed on your Computer is kept
virus free; and
13.5.2. all your important data is backed up at regular and frequent
intervals.
13.6. In relation to any messaging or other communication service that
may be provided from time to time by Changer in connection with the Platform or the Services, you
must not:
13.6.1. insult and threaten other clients and/or
Changer staff. Any violation of this rule may result in suspension or termination of this
Agreement and of your right to access and use the Services;
13.6.2. use any forms of obscene
language;
13.6.3. make statements stirring up to international dissention, containing
violence propaganda or offending religious feelings of any other Person;
13.6.4. send any
kind of external links;
13.6.5. advertise products or services of other companies or service
providers;
13.6.6. flood, spam and discuss topics that are not related to the Services;
or
13.6.7. provide false or misleading information about Changer or any clients of the
Service.
14.1. Changer has been committed to maintaining the security of Accepted Virtual Assets and
Stablecoins entrusted to Changer by clients and has implemented industry standard protection for
Services. However, the actions of individual clients may pose risks.
14.2. You shall agree
to treat your access credentials (such as your name and password) as confidential information, and
not to disclose such information to any third party. You also agree to take necessary security
measures to protect your personal information and Account.
14.3. You are responsible for
keeping the electronic device through which you access our Services safe and maintaining adequate
security and control of any and all security details that you use to access our Services. This
includes taking all reasonable steps to avoid the loss, theft or misuse of such an electronic
device and ensuring that such an electronic device is both encrypted and password
protected.
14.4. You must never access the Services in such a way that third parties would
be able to view, access or obtain your Security Measures;
14.5. Keep your Security Measures
secret. Never record your Security Measures on any software or utilise any "save
password" facility on your internet browser whereby your Security Measures is automatically
saved for future use.
14.6. To the extent permissible under Applicable Law, Changer assumes
no liability for any loss or consequences caused by authorised or unauthorised use of your account
credentials, including but not limited to information disclosure, information release, etc, except
as a result of Changer’s gross negligence, wilful default or fraud.
14.7. We may stop or
suspend the use of your Account if we believe that the security of your Account is compromised or
we suspect that there has been unauthorised or fraudulent use of your Account. To the extent
permissible under Applicable Law, we shall not be held liable for your losses incurred as a result
of blocking your access to your Account and shall not be liable to pay to you any damages or
compensation in these circumstances, except where such losses/liability results from Changer’s
gross negligence, wilful default or fraud.
14.8. You must comply with all instructions
which we may give you from time to time in relation to the operation of the Services, Security
Measures and security arrangements in connection with the same.
14.9. You agree to
co-operate fully with Changer, the FSRA and any relevant law enforcement body in relation to any
investigation into any actual or suspected misuse of your security details, including your
Security Measures and will provide any and all relevant information to assist in any such
investigation, if requested.
14.10. You acknowledge that any use of the Internet may be
subject to a virus attack and/or communication failure. Changer shall not bear any liability,
whatsoever, for any damage or interruptions caused by computer viruses, spyware, trojan horses,
worms or other malware that may affect your systems, computer or other equipment, or any phishing,
spoofing or other virus attacks. Changer recommends that you use a reputable and available virus
screening and prevention software at all times. You should also apply caution when reviewing text
messages and emails purporting to originate from Changer, as short message/messaging services and
emails are also vulnerable to phishing and spoofing and additional viruses.
14.11. By
creating the Account, you hereby agree that:
14.12. you will notify us immediately if you
are aware of any unauthorised use of your Account or any other violation of security
rules;
14.13. you will strictly abide by all mechanisms or procedures of Changer regarding
security and authentication; and
14.14. you will take appropriate steps to log out from
your Account at the end of each visit.
15.1. Changer is not responsible or liable to you if:
15.1.1.
you divulge or give any security information and/or your Security Measures to an unauthorized
third party;
15.1.2. any third party sees information concerning your Account displayed on
your screen; or
15.1.3. any third party observes you when entering your Security
Measures;
15.2. Subject always to our obligations as data controller or processor
for the purposes of ADGM Data Protection Regulations 2021 and any other data protection laws
applicable or extending to your use of the Services, Changer is not liable for any disclosure of
confidential information to any third party resulting from your misuse of the Platform or where
you have failed to keep any Security Measures safe and confidential.
15.3. Except if it
arises from Changer’s gross negligence, fraud or wilful default, you will be liable to compensate
us in full for any losses, costs, liabilities, actions and/or expenses regulating from your
failure to comply with this Agreement or resulting from any action taken by us or our agents in
accordance with your instructions and this Agreement.
15.4. You acknowledge and agree that
the exclusions and limitations of liability are integral to the level of Fees payable by you for
access to and use of the Services, and that, were Changer to assume any further liability other
than as expressly set out, such Fees would of necessity be set substantially higher.
16.1. You agree to pay all Fees applicable to your access to and use of the Services. Details of
Fees and the basis upon which Changer will impose those Fees are set out in Appendix
A.
16.2. Withdrawal, deposit or custody Fees will be charged at the point when Funds are
deposited or withdrawn and, where applicable, in the Accepted Virtual Asset/Stablecoin to which
the operation relates.
16.3. Accepted Virtual Asset/Stablecoin Fees will be held in a
separate Changer cold wallet address.
16.4 You will be given via email at least 30 Business
Days' notice of any proposed changes to the applicable Fees, costs and charges, unless the
changes are reasonably assessed by Changer as being to your advantage, in which case a shorter
notice period may be given (though in any event at least 14 days’ notice will be given).
17.1. Changer will use all reasonable efforts to ensure continuous availability of the Services.
You acknowledge that there may be times when the Platform and the whole or any part of the
Services is unavailable due to technical problems, for maintenance, if Changer suspect security
breaches or fraud, due to strike, industrial action, failure of power supplies, failure of
equipment (hardware or software) or events generally beyond our reasonable control.
17.2.
Changer will use reasonable methods to inform you without undue delay through the Platform if any
Service is unavailable.
17.3. Changer may withdraw or suspend all or part of the Service to
you where:
17.3.1. a breach or potential breach of security is
suspected;
17.3.2. you fail to take reasonable care to ensure the security of your use of the
Platform or Services;
17.3.3. the Services needs to be suspended for planned maintenance or
to resolve any unexpected interruption or outage.
17.4. To the extent permissible
under Applicable Law, Changer is not responsible and shall not be liable for any loss, expense or
delay that you may suffer as a result of any delay, withdrawal or suspension of the Platform, the
Services and/or the processing of any Instruction, unless as a result of Changer’s gross
negligence, wilful default or fraud.
18.1. You are solely responsible for accounting for and meeting all tax liabilities you may incur
in connection with your Account and as a result of your access to and use of our
Services.
18.2. We make no representations in relation to tax liabilities, assume no tax
liability for any Clients, assume no responsibility for the tax liability of any Clients, not for
collecting, reporting, withholding or remitting any taxes arising from any Services that you may
use.
18.3. You acknowledge and agree that Changer will not provide you with any tax advice.
You are solely responsible for the payment of all taxes due as a result of your use of the
Services and for providing any relevant tax authority with any information that is requested from
you.
18.4. In case we are obliged under Applicable Law or voluntarily decide to report to
any competent authorities any information that is related to your tax obligations, you undertake
to provide us with the requested documents, data and information.
18.5. You represent on an
ongoing basis that you are not Foreign Account Tax Compliance Act-liable and you are not a US
Person.
19.1. All AML records are retained for at least 6 years from the date on which they were
created. All records that Changer is required to maintain in accordance with the FSRA Rules are
maintained for a period of at least 6 years (commencing, in relation to each record keeping
requirement under the FSRA Rules, on the date specified under the FSRA Rules),
including:
19.1.1 the records set out in COBS 3.7.1;
19.1.2 a master list of all
Client Money accounts;
19.1.3 records of any agreements made with and instructions given to
any third-party agents we may rely upon for custody of Accepted Virtual Assets.
For the purposes of this clause, the following defined terms may
apply:
“Controller” has the meaning set out in the Data Protection
Legislation.
“Data Protection Legislation” means all Applicable Laws relating
to the processing of Personal Data and privacy including the ADGM Data Protection Regulations
2021, in each case which are in force from time to time in any jurisdiction, including all law and
regulations implementing or made under them, any amendment or re-enactment of them and, where
applicable, the guidance and codes of practice issued by applicable Regulatory
Bodies.
“Personal Data” shall have the meaning set out in the Data Protection
Legislation and shall refer, in this Agreement, to personal data relating to personnel, employees,
directors, customers, end-users or suppliers or any other individual which is supplied to us by
you or processed by us in connection with the provision of the
Services.
“Processor” has the meaning set out in the Data Protection
Legislation.
“Regulatory Bodies” shall mean those government departments and
regulatory, statutory and other bodies, entities and committees which, whether under statute,
rule, regulation, code of practice or otherwise, are entitled to regulate, investigate or
influence the matters relating to the security of data, Personal Data and privacy.
20.1.
As part of our relationship, we may process certain Personal Data. We are committed to meeting our
obligations under applicable Data Protection Legislation as a Controller and/or Processor, and
safeguarding the privacy of our customers, and to protecting the personal data that we collect,
store and process in the course of providing our Services to you. By entering into this Agreement,
you agree that you have read, acknowledge and understand the terms of our privacy notice which is
available to you on our Website.
20.2 To the extent that we are acting in the capacity as a
Processor and our Client is a Controller for the purposes of processing any Personal Data pursuant
to this Agreement, the following clauses shall apply:
(A) The processing of Personal Data
being undertaken shall be described further in Appendix B (Data Processing).
(B) Each party
agrees, at all times, to comply with Data Protection Legislation in relation to any Personal Data
processed by it under this Agreement. You, the Client, shall at all times ensure that all
instructions given to us are in accordance with all applicable Data Protection Legislation and
nothing in this Agreement relieves either party from any responsibilities or liabilities under
applicable Data Protection Legislation. Without limiting this clause, we, Changer,
shall:
(1) only process the Personal Data in accordance with the
documented instructions of the Client including with regard to transfers of Personal Data to a
third country or an international organisation, unless otherwise required by applicable Data
Protection Legislation, in which case we shall inform you, the Client, of that legal requirement
before carrying out the processing, unless that Applicable Law prohibits such information on
important grounds of public interest;
(2) take reasonable and appropriate technical and
organisational measures against unauthorised or unlawful processing of the Personal Data and
against accidental loss or destruction of, disclosure, or damage or alteration to, the Personal
Data, including (without limitation) by:
(a) taking
reasonable steps to ensure the reliability of any staff who have access to the Personal Data;
and
(b) ensuring a level of security appropriate to the nature of the Personal Data and the
risks that are presented by its processing.
(3) ensure
that only those staff that need to have access to the Personal Data are given access to the
extent necessary to provide the Services and only after the relevant staff have been informed of
the confidential nature of the Personal Data and such staff agree in writing to be bound by a
duty of confidentiality;
(4) be permitted by way of general authorisation from the Client to
disclose any of the Personal Data to a third party (including sub-processors), and allow such
third party to process the Personal Data on our behalf, provided that we
shall:
(a) ensure that the third party is bound by
data protection obligations no less onerous than those that we are subject to under this
Agreement;
(b) remain liable to the Client for the third party’s compliance with this
clause; and
(c) inform the Client of any intended changes concerning the addition or
replacement of a third party processing Personal Data on its behalf, thereby giving the Client
the opportunity to object to such changes. If the Client objects to such appointment, the
parties shall work in good faith to resolve such objection;
(C) provide the
Client with reasonable cooperation and assistance (taking into account the nature of the
processing and the information available to us and subject to payment by the Client of any
reasonably incurred costs by us providing such cooperation and assistance) in connection with the
Client’s compliance with:
(a) its obligations in relation to
data subjects, including data security, notification of data breaches to applicable Regulatory
Bodies and data subjects (where relevant), undertaking data protection impact assessments and
prior consultations with applicable Regulatory Bodies (where this is required); and
(b)
its obligations to respond to the exercise of data subject rights under applicable Data
Protection Legislation;
(D) not more than once in each calendar year, on no less than 30
Business Days’ prior written notice, provide to the Client, Regulatory Bodies (if applicable,
depending on the relevant Data Protection Legislation the Personal Data is subject to) or a
third party auditor appointed by the Client copies of our records in relation to the data
processing under this Agreement, in each case only to the extent that the same is reasonably
necessary in order to establish whether we have complied with our obligations under this Clause;
and
(E) if there is a Personal Data breach, notify the Client without undue delay of
becoming aware of the breach and provide the Client with reasonable cooperation and assistance
(taking into account the nature of the processing undertaken by us and the information available
to us) in making any mandatory notifications to relevant Regulatory Bodies and/or affected data
subjects in connection with the Personal Data breach.
20.5. We, Changer, shall be
permitted to engage in a transfer of Personal Data to a country which is not deemed to provide
an ‘adequate’ standard of protection of Personal Data by a relevant Regulatory Body (“Restricted
Transfer”) on the written instructions of the Client. The Client agrees that we shall be
entitled to transfer Personal Data outside of the jurisdiction where:
(a) the recipient
has entered into an agreement with us containing the “standard contractual clauses”; or
(b)
the recipient is located in a country in respect of which the applicable supervisory authority
for the jurisdiction has issued a finding of the adequacy of the protection of Personal Data;
or
(c) the transfer otherwise satisfies the requirements of applicable Data Protection
Legislation.
20.6. In the event of a Restricted Transfer, We (and our sub-processors (as
applicable)) shall provide reasonable assistance to the Client, subject to payment by the Client
of our reasonably incurred costs of providing such assistance, in relation to the Client
undertaking a transfer impact assessment to assess whether the laws applicable to it provide
adequate protection under applicable Data Protection Legislation.
20.7. On the expiry or
termination of this Agreement for any reason, we shall at the choice of the Client:
(a)
deliver all records of the Personal Data (or the relevant part thereof) to the Client;
and/or
(b) irretrievably delete the Personal Data (or the relevant part thereof), except to
the extent that we are required by applicable Data Protection Legislation to retain copies of
the Personal Data.
21.1. Changer may change the terms of this Agreement, including Fees and charges, by providing
you via email with at least 14 days' written notice. Where possible Changer will aim to
provide at least 30 Business Days’ written notice of changes to the terms of this Agreement.
Changer may change the terms of this Agreement for any of the following reasons:
21.1.1. to make the Agreement easier to understand or fairer to
you;
21.1.2. to correct any error that we have identified in the Agreement;
21.1.3 to
cover any improvement in or change to our Services;
21.1.4. to reasonably respond to changes
or anticipated changes in the general market, to industry guidance or codes of
practice;
21.1.5. as a result of changes in technology, the systems used to run our business
and/or market practice;
21.1.6. to ensure that Changer complies with legal or regulatory
requirements and guidance such as a direction from the FSRA;
21.1.7. as a result of a change
or forthcoming change in law, or a decision or recommendation by the courts; or
21.1.8. as a
reasonable response to actual or expected increases in the costs for providing the
Services.
21.2. Changer will explain the reason for the change when you are
provided with a notice of the change.
21.3. Changer will ensure the most recent version of
this Agreement is always available on the Website.
21.4. If you do not want to continue
this Agreement because of a change that is being made, you have the right to terminate this
Agreement immediately and without charge by giving written notice before the change comes into
effect. However, if you do not cancel during this period and you continue to access and use the
Services then you will be deemed to have accepted the notified changes.
22.1. You may end this Agreement for any reason by giving at least 10 Business Days' notice.
Notice to terminate, whether under this clause 22 or otherwise in this Agreement, must be given
via email to [email protected] and must include details of any account or other withdrawal
destination to which the Funds remaining within your Account may be returned following deduction
of any Fees or other sums due to Changer.
22.2. Notwithstanding any other provisions of
this Agreement, Changer may end this Agreement immediately in the following
circumstances:
22.2.1. it is discovered that any of the
information that you have provided is materially false or misleading;
22.2.2. where Changer
is required to do so to comply with any applicable regulations or legislation
22.2.3. there
is threatening or abusive behavior made towards Changer employees;
22.2.4. you become
bankrupt or subject to any analogous insolvency procedure in any relevant jurisdiction;
or
22.2.5. you have materially or persistently breached this Agreement or Changer has reason
to believe that you have used, or intend to use, the Platform or your Account for fraudulent or
other unlawful purposes.
22.3. Changer may terminate this Agreement for any reason
by giving at least 90 days' notice via email to you of Changer’s intent to terminate this
Agreement and close your Account.
22.4. Ending this Agreement will not affect your
continuing liability to Changer in respect of any breach of this Agreement, fraudulent or
negligent use of your Account.
23.1. Changer maintains a Conflicts of Interest Policy which is available to be viewed via its
website and/or upon request. In accordance with that policy, Changer has in place arrangements to
identify and manage conflicts of interest that arise between Changer and its Clients and between
our different clients. Further details of this policy are available on the Platform.
23.2.
In the event of a material conflict of interest being identified, Changer will undertake to
remove that conflict in as appropriate and timely manner as possible.
23.3. If Changer is
unable to remove the conflict, you will be notified and advised of available options to take
matters forward.
23.4. In order to mitigate the risks associated arising from potential
conflicts, Changer has in place strict segregation of duties, management oversight, adequate
professional training, and effective compliance programs.
24.1. Complaints about Changer’s Services will be dealt with in accordance with its Complaints
Handling and Appeal Procedure. You may at any time (free of charge) request a copy of our
Complaints Handling and Appeal Procedure via email from [email protected]
24.2. Your
complaint will be reviewed by the Changer’s Compliance Officer and will be addressed in accordance
with its Complaints Handling and Appeal Procedure. If your complaint cannot be resolve within 24
hours, you will be contacted within 7 Business Days to acknowledge receipt of your complaint, and
provided with the following further information:
24.2.1. the
contact details of the person who will be responsible for handling the complaint;
24.2.2. the
timelines in which Changer will update you on the progress of handling the complaint. Changer
aims to resolve complaints promptly, when possible. Otherwise, Changer will try to resolve the
complaint within 30 days of receipt; additionally, you will be updated on progress if the matter
has not been resolved within 30 days of receipt of the complaint;
24.2.3. the procedures for
referring the complaint to another regulated financial institution, if Changer consider that
another regulated financial institution is entirely or partly responsible for the matter
complained of;
24.2.4. that you will be advised in writing of the resolution of the complaint
and with clear terms of redress, if applicable; and
24.2.5. if you are not satisfied with the
terms of redress offered by Changer, you may pursue any other avenues for the resolution of the
complaint under Applicable Law and in accordance with the terms of this Agreement, such as
referring the issue to the Abu Dhabi Global Market Courts. Changer will provide you, on written
request (free of charge), with contact details relevant to such potential avenues
25.1. You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to this Agreement with us. You will remain liable until all sums due under this Agreement have been paid by you in full. Changer may assign its rights and benefits at any time without prior written notice to you. Changer may sub-contract any of our obligations under this Agreement. If you object to such assignment or sub-contracting you may stop using our Services and terminate this Agreement by contacting us and requesting us to close your Account.
26.1. If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.
27.1. This Agreement (together with any documents referred to therein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
28.1. Changer shall not be in breach of this Agreement nor liable for any loss you may suffer if it is prevented from providing Services, by reason of strikes, industrial action, failure of power supplies, failure of banking payment transmission or clearing systems, failure of telecommunications or other equipment, industrial dispute or other causes beyond our reasonable control.
29.1. Any delay or failure to exercise any right or remedy under this Agreement by Changer shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.
30.1. Save as otherwise expressly provided in this Agreement, this Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Changer and its affiliates, which each shall be at hird party beneficiary to this Agreement. No other person shall assert any rights as a third party beneficiary hereunder (notwithstanding any legislation to the contrary anywhere in the world).
31.1 You shall treat as strictly confidential and not use or disclose any information or
documents which you receive (or have received) from us, whether before, during or after the term
of this Agreement, and whether communicated orally, inwriting, in electronic form or otherwise,
relating to our business, financial situation, products and services (including the Services),
expectations, processes and methods, customers or employees, in each case which is designated as
being “confidential” or which by its very nature should obviously be treated as secret and
confidential (together “Confidential Information”).
31.2 You may use the Confidential
Information solely to the extent necessary to receive the benefit of the Services in accordance
with this Agreement.
31.3 The obligation to maintain confidentiality under this clause
31 shall not apply to any Confidential Information to the extent that such information is
(1) in the public domain through no breach of this Agreement,
(2) known to you at
the time of disclosure without restrictions on use, or independently developed by you, and in each
case, there is appropriate documentation to demonstrate either condition, or
(3) required
to be disclosed to a regulatory authority such as the FSRA or by Applicable Law.
31.4 If
you are required under Applicable Law or by any regulatory authority to disclose Confidential
Information, you shall give us such notice as is practical in the circumstances of such disclosure
and shall provide all cooperation reasonably requested by us in relation to mitigating the effects
of, or avoiding the requirements for, any such disclosure.
31.5 Any Confidential
Information shall remain the property of Changer and may be copied or reproduced only with our
prior written consent.
31.6Upon request, you shall return or destroy all materials
containing our Confidential Information and, where such materials have been destroyed, confirm
such destruction in writing. You shall be under no obligation to return or destroy such materials
if and to the extent you are required to retain such materials under Applicable Law, provided that
you shall notify us in writing of such requirement, giving details of the materials which have not
been destroyed or returned, and this clause 31 shall continue to apply to such materials.
32.1. Rather than rely on an original signature, Changer may elect to rely on a signature that is transmitted, recorded or stored by any electronic, optical or similar means(including telecopy, imaging, photocopying, electronic mail, electronic data interchange, telegram or telex) as if it were a valid and binding original.
33.1. This Agreement shall be governed by the laws of the ADGM. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be subject to the exclusive jurisdiction of the Abu Dhabi Global Market Courts.
Accepted Virtual Assets/Stablecoins
Changer offers Custody Services, allowing you to store your Accepted Virtual Assets/Stablecoins. Fees for our Services relating to Accepted Virtual Assets/Stablecoins are set out in the table below:
Deposit fees
Changer does not currently charge deposit fees.
Custody fees
Changer charges custody fees on a monthly basis, in relation to each Wallet opened under your Account.
Each Wallet will remain open under your Account until such Wallet or your Account is closed in accordance with the terms of this Agreement. Even after a Wallet is closed, you will remain liable for all custody fees due and payable to Changer in respect of the period the Wallet was open.
Payment Methods
To open your first Wallet under your Account, you must select one of the current, valid and accepted methods of payment indicated on the Platform (“Payment Methods”). You can use any Wallet under your Account as a Payment Method. You can change your selected Payment Method at any time by following the instructions on the Platform.
Payment date
For each billing month, the custody fees set out in this Appendix are due and payable to Changer on the payment date of that billing month. You can view the payment date for each billing month on the Platform by accessing your Account page on the Platform.
Notwithstanding the above:
1. where a Wallet is closed prior to the payment date of the relevant billing month, the custody fees set out in this Appendix in respect of such Wallet for such billing month shall be due and payable at the time the Wallet is closed; and
2. where this Agreement is terminated prior to the payment date of the relevant billing month, all custody fees set out in this Appendix for such billing month shall be due and payable to Changer at the time this Agreement is terminated.
Statement
On each payment date, Changer will send you a statement via email showing the custody fees due and payable to Changer as of such payment date, and such statement will also be made available on your Account page on the Platform.
Statements will express custody fees in USD, AED and, where your selected Payment Method on the payment date is a Wallet under your Account, the Stablecoin/Accepted Virtual Asset corresponding to that Wallet.
Calculation of custody fees
The monthly custody fee in respect of each Wallet is based on the higher of:
1. a percentage fee calculated on the average USD/AED balance of Accepted Virtual Assets/Stablecoins under custody in that Wallet over the billing month; or
2. a fixed USD amount.
The fixed USD amount is USD 40, except in the first billing month of a Wallet, in which case the fixed USD amount will be calculated by multiplying the proportion of the billing month during which the Wallet was open by USD 40. For example, if the Wallet was only open for half of the first billing month, the fixed USD amount will be USD 20 for that billing month.
Custody fees in respect of each Wallet will be calculated separately and given its own line item in the relevant statement. For example, if BTC and USDC are held in your Account, the custody fee payable with respect to each of your BTC and USDC Wallets will be calculated separately, and the relevant statement will contain a line item for your BTC Wallet and a separate line item for your USDC Wallet.
Even though Wallets may execute a number of transactions and therefore have the same coin-based balance over the course of the billing month, the USD/AED value of the Accepted Virtual Assets/Stablecoins may vary over the hours of the billing month, resulting in differing USD/AED-based balances at each hourly fencepost. The USD/AED balances of each Wallet will be calculated at the beginning of each hour. This means that transactions or price changes in the very last hour of the billing month are not reflected in the average for that billing month; instead, they will be reflected in the average for the following billing month.
For each Wallet, we calculate the balance in Accepted Virtual Assets/Stablecoins for that Wallet at the beginning of each hour, and multiply the balance by the price of the Accepted Virtual Asset/Stablecoin as of that point in time to derive the hourly USD/AED balance. We then average the hourly USD/AED balances, to derive the average USD/AED balance for the billing month for that Wallet. The average monthly USD/AED balance is then multiplied by the rate specified in this Agreement. The resulting figure would then be reflected in the relevant line item for that Wallet in the statement for that billing month, unless the fixed fee specified in this Agreement is higher than the resulting figure, in which case the fixed fee would be reflected in the line item for that Wallet in the statement for that billing month.
Autopay
Changer operates an “autopay” system with respect to custody fees. You hereby authorise Changer to charge all custody fees due and payable to Changer under the terms of this Agreement on the payment date of each billing month to the Payment Method selected as of that payment date.
Where, as of a payment date, your selected Payment Method is a Wallet under your Account, you authorise Changer to transfer any Funds from such Wallet on such payment date for the payment on your behalf of all custody fees due and payable to Changer under the terms of this Agreement.
You will remain liable for any custody fees that remain unpaid after Changer has charged custody fees to your selected Payment Method under the autopay system. Custody fees may remain unpaid where, for example, your selected Payment Method is a Wallet under your Account, and there are insufficient Funds within that Wallet to cover all custody fees due and payable to Changer on the relevant payment date.
Where custody fees remain unpaid, without prejudice to any rights or remedies available to Changer under the terms of this Agreement, Changer will notify you of the amount of custody fees outstanding and provide instructions on how to pay such outstanding custody fees to Changer.
Please note that custody fees will continue to accrue with respect to an Accepted Virtual Asset/Stablecoin Wallet opened under your Account, until such Wallet is closed or this Agreement is terminated. Even after a Wallet is closed or this Agreement is terminated, you will remain liable for all custody fees due and payable to Changer in respect of the period the Wallet was open or that accrued prior to termination, as applicable.
Withdrawal fees
Withdrawal fees will be due and payable at the point when the Accepted Virtual Assets/Stablecoins are withdrawn and in the Accepted Virtual Asset/Stablecoin to which the withdrawal relates. A “withdrawal” for these purposes includes a withdrawal effected as a result of a closure of a Wallet or the termination of this Agreement.
Notwithstanding any other terms of this Agreement, when you request to withdraw an amount of Accepted Virtual Assets/Stablecoins from a Wallet, including where such request is a result of a closure of a Wallet or the termination of this Agreement, Changer will deduct any Fees due and payable to Changer at the time of withdrawal, including any due and payable withdrawal and custody fees.
You authorise Changer to transfer from your Account the amount of Accepted Virtual Assets/Stablecoins so deducted as payment on your behalf for Fees due and payable to Changer at the time of withdrawal.
The balance of Accepted Virtual Assets/Stablecoins following such deduction will be transferred to such destination as shall be specified by you, subject to the terms of this Agreement. This means that you will not be able to withdraw any amount of Accepted Virtual Assets/Stablecoins equal to or less than all Fees due and payable to Changer at the time of withdrawal.
Fiat currencies
Changer does not currently charge any custody fees for holding/controlling fiat currencies, nor does Changer currently impose any minimum balances for fiat currencies.
Changer may be charged by third-party banks for fiat currency deposits into or withdrawals from your Account. If Changer is so charged, you agree to pay Changer an equivalent amount of such charges, in the same fiat currency(ies) to which such charges relate. Changer will not apply any uplift to such charges.
If Changer is charged by a third-party bank for a fiat currency deposit into a Wallet, Changer will debit the amount of such charges from the deposit amount, and the balance will be deposited into the Wallet.
Notwithstanding any other terms of this Agreement, when you request to withdraw an amount of fiat currency from a Wallet, including where such request is a result of a closure of a Wallet or the termination of this Agreement, Changer will deduct from the withdrawal amount any Fees due and payable to Changer at the time of withdrawal, including any amounts charged by third-party banks to Changer for such fiat currency withdrawal. You authorise Changer to transfer from your Account the amount of fiat currency so deducted as payment on your behalf for Fees due and payable to Changer at the time of withdrawal. The balance of fiat currency following such deduction will be transferred to such destination as shall be specified by you, subject to the terms of this Agreement. This means that you will not be able to withdraw any amount of fiat currency equal to or less than all Fees due and payable to Changer at the time of withdrawal.
For further information or support please contact Customer Support via email at [email protected]
The ultimate solution to safeguard your digital assets with the highest standards of banking
Follow Us:
Download Now On
Say Hi